Confidentiality
Except otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto 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, concerning us or you, respectively, or any of our Affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and 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.


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 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 Program will not exceed the total commissions paid or payable to you under this Agreement.


Limited License
We grant you a nonexclusive, nontransferable, revocable right to access our site through the Links solely in accordance with the terms of this Agreement, for the sole purpose of linking your site to our site, solely for the purpose of identifying your site as a participant in the Program and assisting in increasing sales at Meritline You may not alter, modify, or change the Links in any way. You are only entitled to use the Links to the extent that you are a member in good standing of the Meritline Affiliate Program. We may revoke your license anytime by giving you written notice.


Disclaimers
We make no express or implied warranties or representations with respect to the Meritline Web site or the Meritline 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.

Termination
The terms of this Agreement will begin upon acceptance of your application. This Agreement shall commence on the date of approval of your Affiliate Program application and shall continue thereafter in full force and effect until terminated at any time by either party by giving the other party written notice of termination. Upon 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 Meritline.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.

Modifications
We may modify any of the terms and conditions of this Agreement at any time. You will be notified by email, and a change notice will be posted on our site. If the modifications are unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in this Affiliate Program after a change notice has been posted will constitute binding acceptance of the change. Meritline will send out notification by email to our affiliates at least 14 days prior to any changes to the terms of this agreement.

Anti-Spam Policy
Affiliates will be removed from the Meritline Affiliate Program and forfeit any pending commissions if they are caught spamming. Spamming is not allowed and will not be tolerated!

Independent Contractors
You and Meritline 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.

Representations and Warranties
You hereby represent and warrant to us as follows:
1. 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.
2. The development, operation, and contents of your site do not infringe upon the copyright, trademark, or any other right of any person or entity.

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 Meritline Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.

Fraud
If you commit fraud or falsify information, this agreement will be terminated immediately. In addition, you will be liable to Meritline for any and all damages that Meritline suffers as a result of such actions. You will also be responsible for returning to Meritline all commissions received for fraudulent/falsified orders, and we will not hesitate to pursue all legal courses of action against you to the fullest extent possible under the law.

Assignment
This Agreement and the rights and obligations hereunder may not be assigned by you without prior written consent of Meritline.

Reservation of Rights
Meritline may terminate this Agreement at any time if your site is determined (at our sole discretion) to be unsuitable for the Program, even if your site has not changed since the time that your Affiliate Program application was accepted. Meritline also reserves the right to monitor Affiliate sites at any time to determine whether they are in compliance with this Agreement.

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 the federal or state courts located in City of Industry, California, 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 a provision or any other provision of this Agreement.

Effective December 14, 2004

This Addendum to the Affiliate agreement, effective December 14, 2004, amends and supplements your obligations above in accordance with the terms below.

Enrollment in the Program

An applicant who submits an Affiliate Program application to Meritline must, at the time of the submission, provide a valid URL and email address. Applications without a valid URL will not be considered.

You shall provide Meritline with any information requested by Meritline at any time, including evidence that you have complied with all aspects of this affiliate Agreement.

Promotion of Our Affiliate Program

None of your promotional activities may infringe Meritline's intellectual property rights.

You shall not cause any transactions to be made that are highly questionable or unethical, including, but not limited to, using any program, device, hidden frames, Iframes, robot or redirects or clicking on links that you place to Meritline.

Fraud

If Meritline suspects an affiliate of fraud, or other unlawful conduct, Meritline is entitled to suspend, ban or deny payment to that affiliate.

Online advertisements

You may not place hyperlinks, links or URLs to Meritline's web site in spam, unsolicited email, search engines or similar Internet resources. You must place hyperlinks, links or URLs to Meritline's web site such that it is unlikely that the hyperlinks, links or URLs will mislead the visitor.