This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Interdesigner.com Affiliate Program (the "Program"). As used in this Agreement, "we" means Interdesigner, and "you" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to Interdesigner.com's site, located at the URL www.interdesigner.com, or to any site that you will link to our site (and which you will identify in your Program application).

By signing up for a Interdesigner.com Affiliate Account, you are agreeing to the terms specified in this agreement. Violation of any terms and conditions included in this agreement may result in termination of your account, and possible forfeit of affiliate revenue.

1. Enrollment in the Program

To begin the enrollment process, you will submit a complete Program application via our site. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include those that:

• promote sexually explicit materials
• promote violence
• promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
• promote illegal activities
• include "interdesigner" or variations or misspellings thereof in their domain names
• include registered products names or variations or misspellings thereof in their domain names
• otherwise violate intellectual property rights
  

You should also note that if we accept your application and your site is thereafter determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement.

2. Links on Your Site

Once you have been notified that your site has been accepted into the Program, we will provide you with guidelines and graphical artwork to use in linking to our home page. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with special "tagged" link formats to be used in all links between your site and our site. You must ensure that each of the links between your site and our site properly utilizes such special link formats. Links to our site placed on your site pursuant to this Agreement and which properly utilize such special link formats are referred to as "Special Links." You will earn referral fees only with respect to activity on our site occurring directly through Special Links; we will not be liable to you with respect to any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.

3. Acceptable Advertising Methods

As a Interdesigner.com affiliate, you earn revenue by generating sales of our software. You generate these sales by encouraging web users on your website to visit Interdesigner.com through Special Links. You may advertise products via:

1. Graphical Banners and Buttons on your site(s)
2. Text Links or endorsements on your site(s)
3. Descriptions and Links placed in "opt-in" mailing lists and news letters

You MUST NOT advertise any Interdesigner.com URL, or use the Interdesigner.com name, or use the name "Interdesigner", or use any of our product's names within any email sent unsolicited to users or in postings to News Groups or Mailing List. SPAMMING IS NOT ALLOWED.

If you have any questions about whether a method of advertising is allowed, please contact us at

4. Order Processing

We will process Product orders placed by customers who follow Special Links from your site to our site. We reserve the right to reject orders that do not comply with any requirements that we may establish periodically. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service. We will track sales made to customers who purchase Products by using Special Links from your site to our site and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion.

5. Referral Fees

For a Product sale to be eligible to earn a referral fee, the customer must click-through a Special Link from your site to our site, and purchase our product within 60 days of first click-through. We track referrals from your site, and ensure that you get paid the referral fees due to you, even if the customer just downloads the software and try it out initially, then returns later (within 60 days) to register the software.

6. Referral Fee Schedule

You will earn referral fees based on Qualified Orders according to referral fee schedules established by us, and shown below:

7. Non-Qualified Orders

Orders placed by an affiliates themselves do not qualify for commission. In addition, there may be occassions where orders will be refunded at the request of the purchaser, or orders may be charged-back due to credit card fraud. Affiliate commission is NOT paid on these orders.

8. Referral Fees Payment

Affiliates are paid a commission, based on values set by software publishers, for each sale they help generate. Accounts will be paid within 30 days after the close of a calendar month. If an affiliate account balance is less than $200, the balance will be held until 30 days after the close of the month where balance is over $200. In other words, you will not get your first check until you have earned $200. Affiliate accounts not earning commissions for 6 months will be terminated and any unpaid commissions will be forfeited.

Interdesigner have the right to change commission rates without notice, but you will always be paid based on the rate in effect on the day the sales lead was generated.

9. Term of the Agreement

The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all Interdesigner.com trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are eligible to earn referral fees only on our sales of Qualifying Products that occur during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

10. Modification

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

11. Relationship of Parties

You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

12. Limitation of Liability

We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.

13. Independent Investigation

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

14. Disclaimers

We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.