Affiliate Agreement

Welcome to the ACS Wireless Affiliate Agreement ("Agreement"). This Agreement sets forth the terms and conditions under which ACS Wireless makes the ACS Wireless Affiliate Program ("Affiliate Program") available to you. By becoming a ACS Wireless Affiliate and using the Affiliate Program you expressly agree to be bound by and follow all terms and conditions set forth in this Agreement. If you do not agree to be bound by this Agreement, your sole recourse is not to participate in the Affiliate Program.

ACS Wireless reserves the right to add, delete and/or modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting a change notice or a new agreement on the ACS Wireless Web Site. In the event of substantive changes to the terms of this Agreement, you may be notified by email. If any modification is unacceptable to you, your only recourse is to terminate this Agreement and your participation in the Affiliate Program. Your continued participation in the Affiliate Program following posting of a change notice or new agreement on the ACS Wireless Web Site will constitute binding acceptance of the changes.

1. General Rules

1.1 The ACS Wireless Terms of Service and the ACS Wireless Privacy Policy are incorporated herein by this reference. As an Affiliate you will continue to be bound by the ACS Wireless Terms of Service and the ACS Wireless Privacy Policy. For purposes of clarity, the Affiliate Program is deemed part of the "ACS Wireless Services," and all initially-capitalized terms not defined in this Agreement shall have the meaning set forth for such term in the Terms of Service and/or the Privacy Policy, and any disputes you may have resulting from your participation in the Affiliate Program will be subject to confidential binding arbitration in accordance with Section 12 of the Terms of Service. In the event of an inconsistency between this Agreement and the ACS Wireless Terms of Service this Agreement shall control.

2. Becoming a ACS Wireless Affiliate

2.1 Eligibility. ACS Wireless will only knowingly provide the Affiliate Program to parties that can lawfully enter into and form contracts under applicable law. If you are under the age of 18, but at least 13 years of age, you may participate in the Affiliate Program only under the supervision and consent of a parent or legal guardian who agrees to be bound by this Agreement. The Affiliate Program is not intended for children under the age of 13.

2.2 Opening an Account. To become an Affiliate and have the right to participate in the Affiliate Program, you must enroll in the Affiliate Program by opening an Affiliate account ("Account") with ACS Wireless through its online registration process.

2.3 Contact Information. You must provide ACS Wireless with accurate and complete contact and payment information when you open an Account. You must immediately notify ACS Wireless if any of your contact or payment information changes. If you do not provide ACS Wireless with complete, accurate, and updated contact information, you may not be eligible to receive commissions based on your participation in the Affiliate Program.

2.4 Account Security. You will need to select a password if you open an Account. You will be solely and exclusively responsible for keeping your password confidential and all use of your password and Account, including, without limitation, any use by any third party. You must notify ACS Wireless immediately if you believe your password has been or may be obtained or used by any unauthorized person or entity. In addition, you must notify ACS Wireless immediately if you become aware of any other breach or attempted breach of the security of your Account or the ACS Wireless Service.

3. Your Obligations

3.1 You must use the Affiliate Program in a manner that demonstrates common sense and respect for the rights of ACS Wireless and third parties. You must comply with the Affiliate Guidelines.

3.2 Special Links. As a member of the Affiliate Program, ACS Wireless will provide you with special "tagged" link formats ("Special Link(s)") to be used in linking to the ACS Wireless Web Site. The Special Links will permit tracking, reporting, and commission calculations. You must ensure that each of these links properly utilize the Special Link formats. You will only earn commissions on activities occurring on the ACS Wireless Web Site if such activity was originated from properly formatted Special Links. ACS Wireless will not be liable to you for any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts, which may otherwise be paid to you pursuant to this Agreement.

3.3 Use of Special Links. ACS Wireless will provide you with the Special Links and graphical artwork to use in linking to the ACS Wireless Web Site. You must use the Special Links in accordance with the terms and conditions in this Agreement and the Affiliate Guidelines. The Special Links will include, without limitation, one or more of the following types of links to the ACS Wireless Web Site:

1. Portal Page Links
2. Category Links
3. Search Results Link
4. Banner Links
5. General Link To ACS Wireless Home Page
6. Product Links
7. Participating Shops

4. Customers Purchasing Via the Affiliate Program.

4.1 Order Processing and Reporting. ACS Wireless will process all product orders placed by customers who follow Special Links to the ACS Wireless Web Site ("Customers"). ACS Wireless reserves the right to reject orders that do not comply with any requirements that ACS Wireless has and may periodically establish. ACS Wireless will be responsible for all aspects of order processing and fulfillment. Among other things, ACS Wireless will prepare order forms, process payments and handle customer service. ACS Wireless will track sales made to Customers who purchase products using Special Links from your web site to the ACS Wireless Web Site and will make available to you reports summarizing sales activity. ACS Wireless will use commercially reasonable efforts to present accurate information in the reports, but ACS Wireless cannot guarantee the accuracy of the reports.

4.2 Customers. Customers who buy products through the Affiliate Program will be deemed to be customers of ACS Wireless. Accordingly, all of the ACS Wireless rules, policies, and operating procedures concerning customer orders, customer service and product sales will apply to those Customers. ACS Wireless may change the ACS Wireless policies and operating procedures at any time. Product prices and availability may vary from time to time, and such price changes may affect products that you already have listed on your web site. ACS Wireless will use commercially reasonable efforts to present accurate information, but ACS Wireless cannot guarantee the availability or price of any particular product.

5. Affiliate Commissions and Reporting.

5.1 Affiliate Commissions. ACS Wireless will pay you commissions in accordance with this Agreement and the Affiliate Commission Schedule ("Commissions"). The Affiliate Commission Schedule is incorporated herein by this reference. ACS Wireless Affiliates can earn commissions on the following types of transactions:

1. ACS Wireless will pay you a commission on qualifying sales originating from Special Links on your web site or web space in accordance with the then current Affiliate Commission Schedule; and
   
   
2. ACS Wireless will also pay you a commission on sales made by new users you recruit to become ACS Wireless Shopkeepers in accordance with the then current Affiliate Commission Schedule.

5.2 Payment of Commissions.

1. Payment Terms. ACS Wireless will pay you Commissions on a monthly basis. Within 60 days following the end of each calendar month, ACS Wireless will send you a check for the Commissions you have earned for the relevant month. However, if the Commissions payable to you for any month are less than $25.00, ACS Wireless will hold your Commissions until the total amount due is at least $25.00 or until this Agreement is terminated.
   
   
2. Processing Fees. If ACS Wireless owes you accrued Commissions that are less than $25.00 for at least 365 days, then ACS Wireless may send you payment of such accrued Commissions minus a $5 processing fee. If the amount of accrued Commissions is under $5 for at least 365 days, such amount will be used to cover ACS Wireless's administrative costs and no payment will be made to you.
   
   
3. Charitable Contribution. Unless you and ACS Wireless otherwise agree in writing, ACS Wireless may remit any payment otherwise due to you as a contribution in your name to a 501(c)(3) charitable nonprofit organization of ACS Wireless's choice (or any charity agreed upon in writing by you and ACS Wireless) if: (i) you fail to provide ACS Wireless with accurate and complete contact information; and (ii) the funds remain outstanding for more than 12 months. If ACS Wireless makes such a contribution, its obligation to you shall be reduced by the amount of that contribution.
   
   
4. Termination Fees. If you or ACS Wireless terminate your Account, and you have less than $25 in accrued but unpaid Commissions then outstanding, ACS Wireless may charge you a $5 processing fee when sending you your final payment to cover its administrative costs.

6. Limited Licenses.

6.1 ACS Wireless License to You of Logo and Links. ACS Wireless grants you a limited nonexclusive, nontransferable, revocable right to use the graphic images and text provided to you by ACS Wireless, for use on your web site or web space, solely for the purpose of identifying your web site or web space as an Affiliate Program participant and to assist in generating Commissions. In addition, ACS Wireless grants you a limited, nontransferable, nonexclusive, worldwide right to reproduce and use all graphic images and other materials provided to you, solely for the purpose of creating Special Links connecting your web site or web space to the ACS Wireless Web Site and promoting the sale of products on the ACS Wireless Web Site. All product images must be served by the ACS Wireless Web Site and cannot be used in any form other than the form provided by ACS Wireless. You may not modify the graphic images or text, or any other of the ACS Wireless images, in any way. ACS Wireless may revoke your license at any time by giving you written notice. ACS Wireless reserves all of its rights in the graphic images, text, any other images, ACS Wireless trade names and trademarks, and all other intellectual property rights. Any and all rights in and to ACS Wireless's intellectual property shall inure to the benefit of ACS Wireless.

7. Indemnification.

As you are bound by the Terms of Service in using the Affiliate Program, you must indemnify, defend and hold ACS Wireless harmless for any claim arising out of, relating to, or connected with your alleged breach of the Terms of Service in using the Affiliate Program in accordance with Section 9 of the Terms of Service. You must also indemnify, defend, and hold ACS Wireless harmless based on any claim alleging facts that, if true, would constitute a breach of this Agreement. You also agree that covered claims under this indemnity obligation shall include, without limitation (a) any claim that ACS Wireless's use of any images provided via your web site or web space infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party; and/or (b)any claim related to your web site, including, without limitation, content therein not attributable to ACS Wireless. ACS Wireless may withhold any Commissions that it owes you if you have to indemnify ACS Wireless.

8. Term and Termination.

8.1 Term. The term of this Agreement will begin upon ACS Wireless's acceptance of your Affiliate Program application and will end when terminated by either party.

8.2 ACS Wireless Termination. In its sole discretion, with or without notice to you, ACS Wireless may terminate your participation in the Affiliate Program and terminate your Account. If ACS Wireless determines, in its sole discretion, that you are abusing the system, the ACS Wireless Service and/or the ACS Wireless Affiliate Program, ACS Wireless may (without limiting any other rights or remedies available to it) withdraw your participation and withhold any Commissions payable to you.