This Affiliate Agreement ("Agreement") contains the complete terms and conditions between Chocoholic.com and you, regarding your application to participate as an affiliate of Chocoholic.com ("Affiliate"), and the establishment of links from your Web site to the "Chocoholic.com" Web site. Execution by you of this Agreement as set forth below constitutes your acceptance of the terms and conditions of this Agreement, and will be a legally binding agreement between you and Chocoholic.com.

1. Affiliate Program Enrollment To become a participant in Chocoholic.com's Affiliate Program, you must complete and submit the Chocoholic.com Affiliate Sign-up Form. Chocoholic.com will evaluate your application and notify you of your acceptance or rejection. Chocoholic.com may reject your application if Chocoholic.com determines, at its sole discretion, that your Web site is not suitable for the Affiliate Program for any reason, including, but not limited to, inclusion of content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable. If Chocoholic.com rejects your application, you are welcome to reapply to the Affiliate Program, provided the offending content is removed from your Web site.
2. Setting Up Links Chocoholic.com will make available to you banner advertisements, to its Web site containing Chocoholic.com's logo and words identifying Chocoholic.com ("Links") which you may display on your Web site, provided you abide by the terms and conditions of this Agreement.
3. Order Processing Chocoholic.com will process orders placed by customers who follow the Links from your Web site to the Chocoholic.com Web site. All aspects of order processing and fulfillment, including order entry, customer service, shipping, cancellations, returns and payment processing will handled by Chocoholic.com. Chocoholic.com will track the sales generated by your Web site and will provide you this information. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Links between your Web site and the Chocoholic.com Web site are correct.
4. Commissions Chocoholic.com will pay you a commission on sales generated by links from your Web site. The "Commission Rate" will amount to ten (10%) percent for product purchases and five (5%)percent for Chocolate of the Month Orders. The Commission Rate will be paid for products which Chocoholic.com ships to these customer and for which Chocoholic.com received full payment. Commissions will be calculated on those amounts received for the sale of products less amounts collected for sales, use or other taxes, duties, shipping, and similar charges.
   Chocoholic.com will pay your commission on a monthly basis. Within approximately 20 days following the end of each month, Chocoholic.com will send you a check for the commission earned on the products shipped during the preceding month. If the commission payable to you for any month is less than twenty ($20.00) U.S. dollars, Chocoholic.com will hold those commissions until such time as your commission earned equals at least twenty ($20.00) U.S. dollars. If a product sale that generated commission is returned by the customer, Chocoholic.com will deduct the corresponding commission from your commission earned total.
5. Policies and Pricing Customers who buy products through the Affiliate Program are customers of Chocoholic.com. All Chocoholic.com rules, policies, and operating procedures concerning customer orders, customer service, and sales applies to these customers. Chocoholic.com may change its policies and operating procedures at any time.
6. Non-Exclusive Limited License and Use of Chocoholic.com Logos and Trademarks Chocoholic.com grants you a non-transferable, non-exclusive, revocable license to (i) access the Chocoholic.com site through links established solely as set forth under the terms of this Agreement and (ii) solely in connection with such links, to use Chocoholic.com's logos, trade names, trademarks, service marks and similar identifying material (collectively, "Licensed Materials"), solely for the purpose of promoting purchases of Chocoholic.com products on your Web site. You are not permitted to alter, modify or change the Licensed Material in any way whatsoever. You are not permitted to use the Licensed Materials in any manner that is disparaging or that otherwise portrays Chocoholic.com or anyone else negatively. This license shall terminate upon the effective date of termination of this Agreement.
7. Non-Exclusive Limited License and Use of Affiliates Logos and Trademarks You grant Chocoholic.com a non-exclusive license to utilize your names, titles and logos, trademarks and service marks (collectively, "Affiliate Materials"), to advertise, market, promote and to recognize the link from your site. Chocoholic.com will not, however, be required to advertise, market, promote or publicize your Web site. You represent to Chocoholic.com that you are the sole and exclusive owner of the Affiliate Materials and have the right and power to grant to Chocoholic.com this license and such grant does not or will not (i) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon you, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity. This license shall terminate upon the effective date of termination of this Agreement.
8. Obligations Regarding Your Web site You will be solely responsible for the technical operation of your Web site. You agree that your Web site will not, in any way, copy or resemble the look and feel of the Chocoholic.com Web site nor will you create the impression that your Web site is the Chocoholic.com Web site or part of it. You also agree that your Web site will not contain any content of the Chocoholic.com Web site or any materials which are proprietary to Chocoholic.com, except (i) with prior written permission from Chocoholic.com, or (ii) materials obtained by you through the Chocoholic.com Affiliate program.
9. Term The term of this Agreement will begin upon Chocoholic.com's acceptance of your Affiliate Program Application and will end when terminated by either Party. At any time, either Party may terminate this Agreement, with or without cause, by giving the other Party written notice of termination. If this Agreement is terminated for any reason, you are only eligible to earn a commission on sales occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. Chocoholic.com reserves the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.
   Upon the termination of this agreement for any reason, you will immediately cease use of, and remove from your Web site, all "Licensed Materials" licensed to you under the Chocoholic.com Affiliate Program agreement.
10. Modifications Chocoholic.com may modify any of the terms and conditions contained in this Agreement, at any time at its sole discretion. Any changes to the Affiliate Program will be announced via email notification from Chocoholic.com and the posting of a change notice or new agreement on its Web site. Modifications may include, but are not limited to, changes in the scope of available commission fees, 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 will constitute binding acceptance of the change.
11. Limitation of Liability Chocoholic.com 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 Program, even if Chocoholic.com has been advised of the possibility of such damages. Further, Chocoholic.com's 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.
12. Relationship of Parties You and Chocoholic.com 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 (i) have no authority to make or accept any offers or representations on behalf of Chocoholic.com and (ii) not make any statement, whether on your Web site or otherwise, that reasonably would contradict anything in this Section.
13. Disclaimers Chocoholic.com makes no express or implied warranties or representations with respect to the Affiliate Program or any products 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, Chocoholic.com makes no representation that the operation of its Web site will be uninterrupted or error-free, and will not be liable for the consequences of any interruptions or errors.
14. Representations and Warranties You hereby represent and warrant to Chocoholic.com the following: (i) this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid and binding obligation; (ii) you are an adult of at least 18 years of age.
15. Indemnification You hereby agree to indemnify, defend and hold harmless Chocoholic.com, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by Chocoholic.com (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim or threatened claim that Chocoholic.com's use of the Affiliate Materials provided by you infringes on the rights of any third party; (ii) the breach of any representation or warranty made by you herein; or (iii) any claim related to your Web site.
16. Entire Agreement The provisions contained in this Agreement constitute the entire agreement between the parties with respect to the subject matter of this Agreement, and no statement or inducement with respect to such subject matter by any Party which is not contained in this Agreement shall be valid or binding between the Parties.
17. Miscellaneous This Agreement will be governed by the laws of the United States and the State of California. Any legal proceeding of any nature brought by either Party against the other Party to enforce any right or obligation under this Agreement, or arising out of any matter pertaining to this Agreement shall be submitted for trial, without a jury, before the federal or state courts located in Amador County. In any action to enforce or interpret any provision of this Agreement, the prevailing party will be entitled to recover its attorneys' fees and costs.