This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Spooktech Distributor Program (the "Program"). As used in this Agreement, "we" means Spooktech Inc., "you" means the applicant, and "services" means purchases of products or services offered by Spooktech. "Site" means a World Wide Web site and, depending on the context, refers either to Spooktech's site or to the site that you will link to our site.

- ENROLLMENT

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, but are not limited to, sites that:

· Promote or contain or link to sexually explicit materials
· Promote violence
· Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
· Promote illegal activities
· Violate intellectual property rights or violate any local, state, federal or other law or regulation
· Contain any libelous, defamatory or disparaging materials
· Contain little or no original content

- MISCELLANEOUS

The laws of the United States and Canada will govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal courts or state courts located in New York City, New York, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. 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 to subsequently enforce such provision or any other provision of this Agreement.

- POLICIES AND PRICING

Customers who purchases with Spooktech through this Program will be deemed to be customers of Spooktech. Accordingly, all Spooktech rules, policies, and operating procedures equipment, including Spooktech's standard Registration Agreement and Dispute Policy will apply to those customers. We may change our policies and operating procedures at any time. For additional information regarding Spooktech's Registration Agreement and Dispute Policy, please see the terms and conditions and FAQ pages on Spooktech.

- IDENTIFYING YOURSELF AS AN AFFILIATE

We will make available to you a small graphic image that identifies your site as a participant. You will prominently display this logo or the phrase "Spooktech Distributor" somewhere on your site. We may modify the text or graphical image of this notice from time to time.

- LIMITED LICENSE

We grant you a non-exclusive, non-transferable, non-sub licensable, revocable right to use Spooktech Distributor logos and text for which we grant express permission, solely for the purpose of identifying your site as a Program participant. You may not modify the Mark, the mark included in the Spooktech Toolkit, the message, or any of our images or trademarks in any way. We reserve all of our rights in the Mark, the message, any other images, our trade names and trademarks, and all other intellectual property rights. Except as provided here you agree that you have no rights, title or interest in or to the Mark, the message or other images, trademark or trade names provided to you by Spooktech and all uses of such materials by you will inure to the benefit of Spooktech. You agree not to apply for registration of any of the Spooktech trademarks, service marks or trade names (or any mark similar there to) anywhere around the world. You agree that you will not engage, participate or otherwise become involved in any activity or course of action that diminishes and/or tarnishes the image and or reputation of Spooktech or its trademarks. We may revoke your license at any time by giving you written notice.

-. RESPONSIBILITY FOR YOUR SITE

You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:

· The technical operation of your site and all related equipment
· Creating and posting merchant descriptions on your site and linking those descriptions to our site
· The accuracy and appropriateness of materials posted on your site
· Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)
· Ensuring that materials posted on your site are not libelous or otherwise illegal.

We disclaim all liability for these matters. Further, you will indemnify, defend and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site as well as any goods or services provided or made available by you. These obligations will survive any termination of this Agreement. You acknowledge and agree that your Web site information (name, URL, traffic counts, etc.) may be utilized by Spooktech. Possible uses include (but are not limited to) lists of the busiest sites, lists of member sites, etc. You agree to allow Spooktech to use screen shots of any of your Web pages that contain the Spooktech HTML code in Spooktech promotional materials. The information provided by Spooktech to you may be proprietary in nature. You acknowledge that you are not a competitor of Spooktech, and agree not to share this information with any of our competitors. Anyone found in violation of these terms and conditions is subject to being banned from Spooktech.

- TERMS OF THE AGREEMENTS

The terms 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 or emailed notice of termination. You are only eligible to earn referral fees on product or equipment purchases occurring during the term of this Agreement only. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Your site is subject to periodic review. If we determine at any point after acceptance into our Program that your site not suitable for the Program, we may unilaterally end the status of your site as an Affiliate.

-. 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, fee schedules, payment procedures, and Program rules. Your continued participation now, or within thirty (30) days following the posting notice of any changes in these terms and conditions, will constitute a binding acceptance by you of such rules, changes or modifications. 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.

- 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.

- 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 OR THE PURCHASE OF EQUIPMENT BY CUSTOMERS REFERRED TO US BY YOU, 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 TO THIS AGREEMENT.

-. DISCLAIMERS

WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY SERVICES MADE AVAILABLE THROUGH THE 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 SITE OR THE AVAILABILITY OF OUR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. Further, you will indemnify, defend and hold us harmless from all claims, damages and expenses (including, without limitation, reasonable attorneys' fees) relating to any warranties or representations made by you with respect to the Program or any services made available through the Program or through the Spooktech site. These obligations will survive any termination of this Agreement.

- 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.