NoiseFX.com Affiliate Program Agreement and Terms & Conditions

Updated December 7, 2009

This Affiliate Agreement ("Agreement") contains the terms and conditions between us, NoiseFX, Inc. which owns and operates NoiseFX.com ("NoiseFX.com") located at 5531 Jansen Dr., Sacramento, California 95824 and you ("Affiliate"), regarding your application and participation as an affiliate of NoiseFX.com, and the establishment of links from your Web site to our Web site at "http://www.noisefx.com" Please read these terms and conditions carefully as they constitute a legal agreement between you and our company upon your acceptance into our affiliate program. By applying to and being accepted into our affiliate program, you agree to be bound by all of the terms and conditions set forth in this agreement relative to your participation in the affiliate program.

Affiliate Program Enrollment: To become a participant in NoiseFX.com's Affiliate Program, you will have to submit a complete Affiliate Program Application via our Web site. We may reject your application if we determine, in our 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, which by way of example only, contains (i) sexually explicit, pornographic or obscene content (whether in text or graphics), (ii) speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise), (iii) graphic violence (which may include certain types of game sites), or (iv) any unlawful behavior or conduct. If we reject your application, you are welcome to reapply to the Affiliate Program at any time, provided, you alter your Web site to delete all offending content.

Setting Up Links: We will make available to you: banner advertisements, button links and text links to our Web site ("Links"). In using the Links, you agree that you will cooperate fully with us in order to establish and maintain such Links. A Link can be modified and/or expanded with our consent. We have the right, in our sole discretion, to monitor your Web site at any time and from time to time to determine if you are in compliance with the terms of this Agreement.

Order Processing: We will process orders placed by customers who follow the Links from your Web site to the NoiseFX.com Web site. We reserve the right, in our sole discretion, to reject orders that do not comply with certain requirements, which we may establish from time to time. All aspects of order processing and fulfillment, including order entry, customer service, cancellations, returns and payment processing will be our responsibility. We will track the amount of sales generated by your Web site and will make this information available to you through our Web site. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Links between your Web site and our Web site are properly formatted. You are responsible to inform NoiseFX.com of any suspected problems in the tracking code immediately.

Commissions: We will pay you a commission equal to five (5%) percent for all customer product purchases, utilizing the Links between your Web site and ours, for products which we deliver to such customer and for which we have received full payment. Commissions will be calculated on the product total only and not any other amounts received including but not limited to taxes, shipping and handling fees. A commission will only be paid if the customer is tracked as originating from your Link from the time the Link is clicked on to the time of the sale up to two (2) weeks after the Link is clicked on. Within that two week period, if another affiliate refers a customer to NoiseFX.com, the preceding Affiliate link will take precedence. NoiseFX.com utilizes Web browser cookies to track customer information. NoiseFX, Inc. cannot be responsible if the customer deletes or modifies cookie data sent from their Web browser software.

For a sale to generate a commission, the customer must follow the Link for your Web site to our Web site, complete a purchase using our online ordering system, accept delivery of the purchase at the shipping destination, and remit full payment to us. However, no commission will be paid for orders that are refunded, not paid for, undeliverable or payment for which is credited to any customer.

Orders completed for the Affiliate or a member in the Affiliate's household will not receive a commission.

NoiseFX.com shall set the price of any purchase at its sole discretion.

Products referred to in this agreement, refer to any item available directly through NoiseFX.com. No commission is due or payable on the sale of any other products, including but not limited to services, subscriptions, supplies offered by or sold by NoiseFX.com or any other partners, affiliates, advertisers or sponsors.

Payments: We will pay your commission on a monthly basis. Within approximately 30 days following the end of each month, we will send you payment for the commission earned on the products shipped during the preceding month. If the commission payable to you for any month is less than fifty ($50.00) U.S. dollars, we will hold those commissions until such time as your commission earned equals at least fifty ($50.00) U.S. dollars. If a product sale that generated commission is refunded by the customer, we will deduct the corresponding commission from your next monthly payment. Though the Affiliate may choose their preferred payment method, we reserve the right to remit payments to you by any means, in our sole discretion. Affiliate will be responsible for any fees incurred for receiving funds from NoiseFX, Inc.

Materials: NoiseFX.com may provide certain materials for use by Affiliate and on Affiliate's Web site. These materials may include, but are not limited to: banners, promotional links and language. NoiseFX.com retains all rights in these materials including the right to modify, remove (or ask you to remove) and to stop using said materials at any time and for any reason. Affiliate will not alter, add to, subtract from, or otherwise modify the materials provided by NoiseFX.com without first obtaining written consent from NoiseFX, Inc.

Fraud: NoiseFX.com also retains the right to review all commissions for possible fraud. Any incidence of fraud constitutes a breach of this Agreement, and NoiseFX.com retains full authority to terminate this Agreement immediately.

Non-Exclusive: This is a non-exclusive agreement as to NoiseFX.com and Affiliate. Both parties may enter into similar agreements with other parties.

Termination: Either Party may terminate this agreement with 30 days written notice to the other party. The agreement may be terminated sooner by NoiseFX.com in the event of any breach by Affiliate.

Governing Law: This Agreement shall be subject to and construed according to the laws of the State of California. Any suit to enforce any provision of this agreement must be filed in the City of Sacramento.

Validity: In the event that any one or more of the provisions of this Agreement shall for any reason be held to be invalid, such invalidity shall not affect any other provision of this Agreement.

Interruption of Service: Although NoiseFX.com will try to keep the service operational at all times, a certain amount of downtime and interruption of service is always possible and inevitable. NoiseFX.com is not responsible for any interruption of the service and Affiliate agrees not to hold NoiseFX.com liable for any consequences of interruption of any service.

Entire Agreement: This Agreement contains the entire agreement of the parties and no oral statements or prior agreements shall have any force and effect. NoiseFX.com may modify the terms of this agreement from time to time, and it is Affiliate's responsibility to check for any changes.