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This Affiliate Program Agreement ("This Agreement"), which contains the complete terms and conditions of the Affiliate Program ("This Program"), is made by and agreed between Babies Travel Lite, hereafter referred to as "BTL", and the individual or entity applying for participation in This Program, hereafter referred to as "You". As used in This Agreement, "us" and "we" shall refer to BTL, while "your" shall refer to You. Furthermore, "site" shall mean a Universal Resource Location (URL) situated on the World Wide Web (WWW). By entering this agreement, You acknowledge, agree to, and will abide by all the Terms and Conditions set forth hereafter:

Section 1. Process of Enrollment
To be considered a possible candidate for The Program, You must complete the Affiliate Application ("The Application") on our site in its entirety and submit it to us. Completion and submission of The Application do not in any manner neither suggest nor guarantee participation in This Program. Once we have received your application and it is completed to our satisfaction, we will, in good faith, evaluate your application and notify you of your acceptance or rejection into This Program. We will evaluate your application based solely on the criteria we set forth, which includes but is not limited to the following criteria:

A. Suitability of your business or site and its content (i.e. You promote the beliefs and values of us and our customers; the beliefs and values will be defined solely by us and will not be enumerated in This Agreement)

B. Business potential (i.e. our prediction of the number of referrals we will get from your business; the prediction will be done by us based on our understanding of the market)
We reserve the right to accept or reject your application based on the above mentioned criteria or any other criteria that we have not in included in This Agreement. If your application is rejected, you may reapply for consideration into our program at a later time. However, we may, at our discretion, permanently bar you from participation in the Program if your business or site is inconsistent with our objectives or the operation of our Program. If we do, we will inform you of our decision.

Section 2. Relationship between BTL and You
As an affiliate of BTL, we grant you nonexclusive and revocable right to our graphic and text that will be provided to you by us in accordance to the terms in This Agreement. You acknowledge and agree that we reserve all rights to our graphics and texts and that you lay no claims to our intellectual properties. Furthermore, You shall not in any way speak on behalf of BTL nor shall you represent us in any manner outside of that which is stated and agreed upon in This Agreement.

Section 3. Distribution of our brochures
Upon your expressed, written acceptance into The Program, you may distribute brochures provided to you by BTL. The brochures will contain your unique coupon code. When you require additional brochures, you may obtain them by contacting BTL.

Section 4. Links to our site
Upon your expressed, written acceptance into The Program, you may establish home page links on your site using any of the graphics (including our logo, buttons, and product pictures)(each of these links referred to herein as "Links" or, individually as "Link") found on our site. From time to time, at our sole discretion, we may modify the graphic images or texts provided to you and you agree to accept the modified images as replacements for the graphic images already on your site.

Section 5. Pay Schedule
As an Affiliate, Babies Travel Lite will pay you twenty percent (20%) of our Standard Service Charge ("Affiliate Share") for each order originating through your coupon identification code and/or affiliate link on the world wide web. No Affiliate Share shall be payable if any affiliate-driven visitor leaves BabiesTravelLite.com without making a purchase. No Affiliate Share shall be payable if a brochure affiliate-driven visitor makes a purchase and does not enter your unique coupon code. No Affiliate Share shall be payable if a web link affiliate-driven visitor leaves BabiesTravelLite.com without making a purchase and later returns to BabiesTravelLite.com to make a purchase via any method other than through the assigned affiliate link on your site. Additionally, no Affiliate Share shall be payable if an affiliate-driven order was found to be "bogus". "Bogus" orders include, but are not limited to, orders that are not processed or not shipped for reasons such as invalid credit card information, international orders, fraudulent information and, canceled and unfilled orders.

Affiliate Share is tallied at the end of each calendar quarter and is payable approximately 30 days following the close of the quarter. A check for the applicable amount, less any taxes required, will be sent along with a statement of activity. However, if the Affiliate Share totals less than $25.00 for the quarter, the amount is rolled over to subsequent quarters until the outstanding Affiliate Share totals $25.00 or greater.

Section 6. Our Responsibility
We will be solely responsible for processing orders placed with Babies Travel Lite, tracking the number of customer orders processed, and providing you information regarding the number orders processed related to business referred by you. We reserve the right to reject orders. We will be responsible for order entry, payment processing, shipping, cancellations, returns and customer service related to our site.

Section 7. Your Responsibility
You will be solely responsible for the development, execution, and maintenance of your site including but not limited to technical, material, and any other aspects related to your site. Furthermore, You will be responsible for maintaining our links on your site including proper display of graphics and texts and proper execution of links. In order to permit accurate tracking and reporting of your affiliate account, you will be responsible for ensuring that the links between our site and yours are properly formatted. In addition, you indemnify and hold us harmless from all claims, damages, and expenses relating to the development, execution, and maintenance of your site.

You hereby agree that your site will not, in any way, copy or resemble the look and feel of our site, nor will you do anything to create the impression that your site is our site or a part of our site, including without limitation, framing our site in any manner. You also hereby agree that your site will not contain any content of our site or any materials which are proprietary to BabiesTravelLite.com, except 1) with our prior permission, or 2) the materials were obtained by you via the BabiesTravelLite.com site in accordance with the provisions hereof or the policies or instructions thereon. You further hereby agree that your domain name does not and will not contain any of the following words: BabiesTravelLite.com, Babies Travel Lite, BabyTravelLite.com, BabiesTravelLight.com, Babies Travel Light, BabyTravelLight.com, Baby Travel Light, Baby Bundle, or any variation thereof.
We have the right based on our sole discretion to monitor your site at any time to determine if you are in compliance with the terms of this Agreement.

Section 8. Reports of Sales
You will be able to check your sales statistics through our affiliate link at BabiesTravelLite.com. This area of the site is password protected, and you will be given/or create a password. All information available in the affiliate portion of the BabiesTravelLite.com site, including sales statistics, is our confidential information and is protected under Section 16 herein.

Section 9. Publicity/Use of Our Name
You cannot create, publish, distribute, or permit any material that makes reference to us or uses our name or any of our trademarks without first submitting such material to us and receiving our written consent.

Section 10. Licenses and Use of the Babies Travel Lite Logos and Trademarks
a. We grant you a non-exclusive, non-transferable, revocable right to 1) access our site through the Links solely in accordance with the terms of This Agreement, and 2) to use our marks and logos only in the forms that they appear on BabiesTravelLite.com site (the "Marks") (or such other images or messages for which we granted prior express written permission, hereafter "Pre- approved Images") solely in connection with such Links and only as permitted herein. You may not alter, modify, or change the Marks or Pre-approved Images or message in any way. You are only entitled to use the Marks to the extent that you are a member in good standing of the Program.

b. You cannot make any use of any Marks or any Pre-approved Images for purposes other than Links without first submitting a sample to us and obtaining our prior written consent. You agree that you will not in any way dispute, or do anything to impair the validity of our rights in our Marks, our ownership and right to use and control the use of our Marks. You further agree that all use of our Marks by you shall inure to our benefit of and on behalf of us and agree that nothing in this Agreement shall give you any right, title, or interest in our Marks other than to use the Marks in connection with this Agreement. You agree not to use the Marks in any manner that is disparaging or that otherwise portrays us in a negative light. We may revoke your license at any time by giving you written notice. This license shall terminate upon the effective date of the expiration or termination of This Agreement.

c. You grant us a non-exclusive license to utilize your names, titles, and logos ("Affiliate Marks") to advertise, market, promote, and/or publicize in any manner, provided that we obtain prior written consent which shall not be unreasonably withheld. BTL shall not be required to advertise, market, promote, and/or publicize in any manner on your behalf. This license shall terminate upon the effective date of the expiration or termination of This Agreement.

Section 11. Limitation of Liability
WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OR REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE NETWORK, 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 NETWORK WILL NOT EXCEED THE TOTAL AFFILIATE SHARE PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.

Section 12. 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 1) any claim that our use of the Affiliate Marks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, 2) any failure or breach of any representation, warranty, covenant, or agreement made by you herein, 3) any misuse of our name or trademarks, or 4) any claim related to your site, including, without limitation, content therein not attributable to us.

Section 13. Disclaimers
We make no express or implied warranties or representations with respect to This Program, our site, and the products we sell (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 do not imply nor state in any manner that our site will operate without errors or interruptions. In the event that errors or interruptions occur, You will not hold us responsible for any damages or expenses or any other consequences resulting therein.

Section 14. Amendment to This Agreement
We reserve the right to modify any terms and conditions contained in this Agreement at any time. You will be notified by email and a change notice will be posted on our site. Modifications may include, but are not limited to, changes of the scope of available revenue share, payment procedures, and Affiliate Program rules. If any modification is unacceptable to you, your only recourse and sole remedy 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 your binding acceptance of the change.

Section 15. Term of This Agreement
The term of this Agreement will begin upon our acceptance of your Affiliate Program application and will end immediately when terminated by either party. Either party may terminate this agreement at any time, with or without cause, by giving the other party written notice of termination. If we terminate this Agreement or notify you of a breach by you, you shall be required to remove all Links within twenty-four (24) hours of receipt of notice. You are only eligible to earn Affiliate Share on sales occurring during the term of This Agreement.

Section 16. Confidentiality
Each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, product designs, customer and vendor lists; and pricing and sales information, concerning us, you, or any of our affiliates shall remain strictly confidential and secret. Such information shall not be utilized, directly or indirectly, by such party for its own business purposes, or for any other purpose, except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information 1) to any person pursuant to a subpoena issued by any court or administrative agency, 2) to its accountants, attorney, or other agents on a confidential basis, and 3) otherwise as required by applicable law, rule, regulation, or legal process.

Section 17. Independent Investigation
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. You have independently evaluated the desirability of participating in the affiliate network and are not relying on any representation, guarantee, or statement other than as set forth in This Agreement.

Section 18. Governing Law
This agreement will be governed by the laws of the United States and the State of California, without reference to rules governing choice of laws. Any action relating to This Agreement must be brought in federal or state courts located in Los Angeles, California, and you irrevocably consent to the venue and jurisdiction of such courts. You may not assign this agreement, by operation of law or otherwise, without our prior written consent. However, we shall have the right to assign our rights hereunder to any of our related or affiliated entities. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right or subsequently enforce such a provision or any other provision of This Agreement.

Section 19. Authority to Act
You acknowledge that you have the authority to act on your behalf, to represent You, and to execute a binding agreement between You and BTL. Furthermore, you acknowledge that you have the authority to act on your behalf, to represent You, and to execute a binding agreement between You and BTL under the provision provided for by the laws governing business practices within the United States of America.

By clicking on "I Agree", you acknowledge that you have read This Agreement in its entirety and fully understand all terms and conditions implied or established by This Agreement. Furthermore, You acknowledge that the terms and conditions set forth in This Agreement are binding and will come into affect upon your acceptance into The Program and will cease upon your termination from The Program.