This Affiliate Agreement ("Agreement") contains the complete terms and conditions between us, SONIC AFFILIATE CORP. and you, regarding your application to participate as an affiliate of SONIC AFFILIATE CORP. ("Affiliate"), and the establishment of links from your Web site to our Web sites, "SONICAFFILIATE.COM" and "SONICAFFILIATES.COM".

BY SUBMITTING AN APPLICATION TO JOIN THE SONIC AFFILIATE CORP. AFFILIATE PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ THIS OPERATING AGREEMENT AND AGREED TO BE BOUND BY ITS TERMS AND CONDITIONS.

• SONICAFFILIATE's Affiliate Agreement Definitions
o "We", "Our", "Us", "Merchant" " - SONIC AFFILIATE CORP. (collectively, "SONIC AFFILIATE")
o "You", "Your" - the business, individual or entity applying for participation in the SONIC AFFILIATE Affiliate Program.
o "Affiliate(s)" - the business, individual or entity that displays the Merchant's products, services and/or promotions on its internet site and/or through offline representation through the affiliate tracking code in exchange for receiving remuneration from the Merchant for sales resulting from such display.
o "Affiliate Site" - the Affiliate's Internet site which displays the Merchants products, services and/or promotions.
o "SONIC AFFILIATE Products and Services" - product and service that are available for purchase through SONICAFFILIATE.COM.

• Requirements:

1. Enrollment in the Affiliate Network

To begin the enrollment process, you will submit your Name and e-mail address and you will be confirming your e-mail address. Your membership will be in Pending status for a period of 30 days. Once you complete a period of 30 days your membership status will be considered as Active. We may terminate your membership and fortify your commission if We determine (in Our sole discretion) that You are using our resources for any reason, including, but not limited to, inclusion of content that is, in Our opinion, unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable. If We reject Your application, for any reason, You may not reapply to the SONICAFFILIATE Affiliate Program utilizing the same domain name/URL if that domain name/URL and Your residential address if it has already been rejected nor may you reapply using a different Name, residential address, domain/URL name then add the previously rejected domain name/URL. SONICAFFILIATE, in its sole discretion, reserves the right to notify or to not notify any prospective affiliate of their rejection from the SONICAFFILIATE Affiliate Program at any time.

2. Promotion of Our Affiliate Relationship

If You qualify and agree to participate as an Affiliate Member, We will make available to You a variety of website templates, tutorials, e-books, graphic and textual links (each of these links sometimes being referred to herein as "Links" or, individually, as a "Link"), which, subject to the terms and conditions hereof. The Links will serve to identify Your site as a member of the SONICAFFILIATE Affiliate Program and will establish a link from Your site to Ours. The Links may connect to any area of Our site. In utilizing the Links, You agree that You will cooperate fully with Us in order to establish and maintain such Links

All Links may be modified and/or expanded from time to time throughout the term of this Agreement pursuant to the mutual agreement of the parties hereto. You are not allowed to post any coupon information unless We have given You written permission. Each Link connecting users of Your site to the pertinent area of Our site will in no way alter the look, feel, or functionality of Our site. In addition, We encourage (but do not require) You to include a Link to the home page of Our site. The Links must always link to a URL that is provided or approved by SonicAffiliate.

3. Order Processing

We will process orders placed by customers who follow the Links from your Web site to the SONICAFFILIATE Web sites. We reserve the right, in our sole discretion, to reject orders that do not comply with certain requirements that we may establish from time to time. All aspects of order processing and fulfillment, including customer service, shipping, cancellation, processing, returns and payment processing will be our responsibility. We will track the amount of sales generated by your Web site and will make this information available to you through our Web site. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Links between your Web site and our Web site are properly formatted.

4. Commissions

Commission rates will be paid to Affiliates based on the sales acquired through the Affiliate Site. Sales generated through the Affiliate link entitle the Affiliate to earn a cash commission based on the following structure:

SONICAFFILIATE affiliate program - a one-time fee of Ten Dollars ($10.00) for each Qualifying Sign Up through Your Website (as defined herein).

5. Commission Determination

Only SONICAFFILIATE New and Unique Members joining Our SONICAFFILIATE affiliate program from Your website through the link provided to you and considered as Active will qualify for a commission (each, a "Qualifying Member"). SONICAFFILIATE, in its sole discretion, reserves the right to withhold indefinitely or reject any affiliate commission for any account/sale which has not been in an approved status as an account of SONICAFFILIATE for a period of at least thirty (30) days. SONICAFFILIATE also retains the right to review all commissions for possible fraud, including but not limited to the use of software that generates real and fictitious information. Any incidence of fraud constitutes a breach of this Agreement, and SONICAFFILIATE retains full authority to terminate this Agreement immediately.

6. Commission Payment

When commissions are due to You (based on Section 4 above), we will send a commission check for the applicable commission (less any taxes required to be withheld under applicable law) and a statement of activity to You. Such commission checks and statements of activity will be sent approximately 35-55 days after the end of the month in which a valid Member Referral was properly completed.

Commission payments shall be paid by check or Paypal based on the current information in Your profile. SONICAFFILIATE will not reimburse nor compensate You for any commission or other consideration other than for an approved valid Referral, made solely by You, and in which Your referral was in approved status for a period of at least thirty (30) days. There is a $100 minimum threshold for payments.
In the case of a lost e check or stop-payment request, Payment checks (or Paypal) will only be reissued within 120 days of original issue date.

SONICAFFILIATE, in its sole discretion, reserves the right to modify the terms of this commission payment method or schedule.

7. Reports of Sales
You will be given a password and have the ability to enter a password-protected site to receive Your sales statistics on a daily basis.

8. Obligations Regarding Your Site
a. You will be solely responsible for the development, operation, and maintenance of Your site and for all materials that appear on Your site. Such responsibilities include, but are not limited to, the technical operation of Your site and all related equipment; creating and posting product reviews, descriptions, and references on Your site and linking those descriptions to Our catalogue; the accuracy and propriety of materials posted on Your site (including, but not limited to, all SONICAFFILIATE Product and Services - related materials); ensuring that materials posted on Your site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. We disclaim all liability and responsibility for such matters.
b. We have the right in Our sole discretion to monitor Your site at any time and from time to time to determine if You are in compliance with the terms of this Agreement. If You are not in compliance We may terminate this Agreement immediately.

9. SONICAFFILIATE Responsibilities

We will be responsible for providing all information necessary to allow You to make appropriate Links from Your site to Our site. SONICAFFILIATE will solely be responsible for processing for membership/orders/sales placed by a customer following a special Link from Your site, for tracking the volume and amount of membership/orders/sales generated by Your site, and for providing information to Affiliate Sites regarding sales statistics. SONICAFFILIATE will be solely responsible for all membership/sales/order processing, including but not limited to payment processing, shipping, cancellations, returns and related customer service. Any determination made by SONICAFFILIATE regarding the foregoing shall be binding absent manifest error.

10. Policies and Pricing

We may change Our policies and operating procedures at any time. For example, We will determine the prices to be charged for SONICAFFILIATE Products sold under the Affiliate Network in accordance with Our Own pricing policies. Prices and availability of SONICAFFILIATE Membership/Products may vary from time to time and region to region. Because price changes may affect products/Offers that You have listed on Your site. We will use commercially reasonable efforts to present accurate information, but We cannot guarantee the availability or price of any particular product.

11. Emails and Publicity

You shall not create, publish, transmit or distribute, under any circumstances, any bulk electronic mail messages (also known as "SPAM") without prior written consent from SONICAFFILIATE for each and every day when any bulk mailing will occur. SONICAFFILIATE, in its sole discretion, reserves the right to reject each and every email mailing. Additionally, You may only send emails containing an SONICAFFILIATE affiliate link and or a message regarding SONICAFFILIATE or SONICAFFILIATE's affiliate program to person(s) who have been previously contacted and whom consented to the fact that the affiliate will be sending an email containing SONICAFFILIATE affiliate program information or information about the SONICAFFILIATE. Failure by You to abide by this section, in any manner, will be deemed a material breach of this Agreement by You and foreclose any and all rights you may have to any commissions.

12. Licenses and Use of the SONICAFFILIATE.COM and SONICAFFILIATES.COM Logos and Trademarks.

WE GRANT YOU A NON-EXCLUSIVE, NON-TRANSFERABLE, REVOCABLE RIGHT TO (i) ACCESS OUR SITE THROUGH THE LINKS SOLELY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND (ii) SOLELY IN CONNECTION WITH SUCH LINKS, TO USE THE SONICAFFILIATE.COM and SONICAFFILIATES.COM TRADEMARK AND LOGO AND SIMILAR IDENTIFYING MATERIAL RELATING TO US (BUT ONLY IN THE FORM(S) THAT THEY ARE PROVIDED BY US) (COLLECTIVELY, THE "LICENSED MATERIALS"), FOR THE SOLE PURPOSE OF SELLING/RECRUTING AFFILIATE MEMBERS OR PRODUCTS FOR SONICAFFILIATE ON YOUR SITE. YOU MAY NOT ALTER, MODIFY, OR CHANGE THE LICENSED MATERIALS IN ANY WAY. YOU ARE ONLY ENTITLED TO USE THE LICENSED MATERIALS TO THE EXTENT THAT YOU ARE A MEMBER IN GOOD STANDING OF THE SONICAFFILIATE AFFILIATE PROGRAM.

a. You shall not make any specific use of any Licensed Materials for purposes other than selling/recruiting affiliates for SONICAFFILIATE program/Products, without first submitting a sample to Us and obtaining the prior written consent of Your SONICAFFILIATE account executive, which consent shall not be unreasonably withheld. You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays SONICAFFILIATE, any hosted member of SONICAFFILIATE or any SONICAFFILIATE employee or representative in a negative light. We reserve all of Our rights in the Licensed Materials and of Our other proprietary rights. We may revoke Your license at any time, by giving You written notice. If not revoked, this license shall terminate upon expiration or termination of this Agreement.
b. You grant to Us a non-exclusive license to utilize Your names, titles, and logos, as the same may be amended from time to time (the "Affiliate Trademarks"), to advertise, market, promote, and publicize in any manner Our rights hereunder; provided, however, that We shall not be required to so advertise, market, promote, or publicize the Affiliate Trademarks. This license shall terminate upon the expiration or termination of this Agreement.

13. Term of the Agreement

The term of this Agreement will begin upon Our acceptance of Your Affiliate Membership 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. You are only eligible to earn commission on sales occurring during the term, and commissions earned through the date of termination will remain payable only if the related SONICAFFILIATE Products orders are not cancelled or returned. We may withhold Your final payment for a reasonable time to ensure that no overpayment is made.

14. Modification

 We may modify any of the terms and conditions contained in this Agreement at any time in Our sole discretion. You will be notified by email and a change notice will be posted on Our site. SONICAFFILIATE, in its sole discretion, reserves the right to notify You by email and further reserves the right to withhold notification of any changes made to this Agreement. Modifications may include, but are not limited to, changes in the scope of available commissions, commission schedules, payment procedures, and Affiliate Program rules. If any modification is unacceptable to You, Your only recourse is to terminate this agreement. Your continued participation in the Affiliate Program following Our posting of a change notice or new agreement on Our site will constitute binding acceptance of the change.

15. Disclaimers

We make no express or implied warranties or representations with respect to the Affiliate Program or any SONICAFFILIATE Products sold through the Affiliate Program (including, without limitation, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF 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.

16. Relationship of Parties

 You and SONICAFFILIATE 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.

17. Representations and Warranties

You hereby represent and warrant to us as follows: a. This Agreement has been duly and validly executed and delivered by You and constitutes Your legal, valid, and binding obligation, enforceable against You in accordance with its terms. b. The execution, delivery, and performance by You of this Agreement and the consummation by You of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which You are subject, (ii) any order, judgment, or decree applicable to You or binding upon Your assets or properties, (iii) any provision of Your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to You or binding upon Your assets or properties. c. You are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to Us the license to use Your trademarks in the manner contemplated herein, and such grant does not and will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to You or binding upon Your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity. d. No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by You in connection with the execution, delivery, and performance of this Agreement or the taking by You of any other action contemplated hereby. e. There is no pending or, to the best of Your knowledge, threatened claim, action, or proceeding against You, or any Affiliate of Yours, with respect to the execution, delivery, or consummation of this Agreement, or with respect to Your trademarks, and, to the best of Your knowledge, there is no basis for any such claim, action, or proceeding. f. During the term of the Agreement, You will not include in Your site content that is, in Our opinion, unlawful, harmful, threatening, defamatory, obscene, harassing, racially, ethically, or otherwise objectionable. g. You are at least sixteen (16) years of age.

18. Disclaimers

We make no express or implied warranties or representations with respect to the Affiliate Program or any products or services or other items sold through the Affiliate Program (including without limitation warranties of fitness, merchantability, non-infringement, 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 Web site will be uninterrupted or error-free, and will not be liable for the consequences of any interruptions or errors.

19. Limitation of Liability

WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE 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 AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.

20. Indemnification

You hereby agree to indemnify and hold harmless Us and Our subsidiaries and Affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that Our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by You herein, or (iii) any claim related to Your site, including, without limitation, it's development, operation, maintenance and content therein not attributable to Us.

21. Confidentiality

Each of the parties here to agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, shall remain strictly confidential and shall not be utilized for any purpose outside the terms of this Agreement except and solely to the extent that any such information is (a) already lawfully known to or independently developed by the receiving party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third party any obligation of confidentiality to the discloser hereunder. Notwithstanding the foregoing, each party is hereby authorized to deliver the copy of any such information (a) to any person pursuant to a valid subpoena or order issued by any court or administrative agency of competent jurisdiction, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation..

22. Independent Investigation

YOUR APPLICATION SUBMISSION ACKNOWLEDGES THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ALL ITS TERMS AND CONDITIONS.

I INDICATE MY APPROVAL OF THIS AGREEMENT AND DESIRE TO BECOME AN AFFILIATE UNDER THESE TERMS AND CONDITIONS BY BECOMING A AFFILIATE MEMBER.