Notebook Mechanix Affiliate Agreement Before completing and submitting your Affiliate application, please take a moment to read and review the following. 1. AGREEMENT ENROLLMENT By submitting an Affiliate application, You are entering a legal agreement
with Notebook Mechanix in accordance with and governed by the terms contained
below. Submitting an Affiliate application signifies that you have read
and understood these terms and agree to be governed by them. Notebook Mechanix hereby grants to You the nonexclusive, nontransferable, nonassignable right during the Term to use Notebook Mechanix's Icon, name, Web Site name and other related textual and graphic material that are provided by Notebook Mechanix to You for the purpose of inclusion on Your Web Site (collectively, the "Web Site Materials"). Notebook Mechanix will issue buttons, banners, logos, or other creative devices to You which You shall display in a reasonably prominent position on Your Web Site as a hyperlink to take Visitors from Your Web Site to Notebook Mechanix's Web Site. Notebook Mechanix also authorizes You to refer in Your advertising and promotion to the fact that Notebook Mechanix's Web Site is accessible through your Web Site. You agree that you shall not: (A) state, or imply by the wording or prominence of such a statement, or otherwise, that Notebook Mechanix sponsors, authorizes, and/or is the source or origin of Your Web Site; and/or (B) disparage Notebook Mechanix, its products or services. All use of Notebook Mechanix's Web Site Materials hereunder shall inure to the benefit of Notebook Mechanix and shall not create any rights, title or interest in them for You. You have no other right to use Notebook Mechanix's name or trademarks. If Your Web Site displays or makes accessible to Visitors descriptive information regarding any of the other vendors whose icons are displayed on Your Web Site Area, then You shall, subject to Notebook Mechanix's written approval of the content thereof, include similar descriptive information regarding Notebook Mechanix's Web Site. You shall not e-mail a hyperlink or any information relating to Notebook Mechanix to any third party without the written consent of Notebook Mechanix. 3. TERMS This Agreement shall begin after Notebook Mechanix has received Your application and has notified You of its acceptance. This Agreement shall continue until terminated by either You or Notebook Mechanix, which may be done for any reason or no reason on written notice to the other party. In the event either party terminates this Agreement, You shall immediately remove all links and any other reference on Your Web Site to Notebook Mechanix and shall immediately return to Notebook Mechanix all Web Site Material provided to you by Notebook Mechanix. Any amount still owed to You at the time of termination shall be paid to You in accordance with the terms of this Agreement. 4. COMMISSIONS Notebook Mechanix shall pay You a commission of 10% (excluding shipping
costs) for each customer who connects to Notebook Mechanix through Your
Web Site, successfully completes a flat rate repair service and successfully
makes payment for such repair service. During the term of this Agreement, you may have access to information that Notebook Mechanix reasonably considers to be proprietary or confidential including, but not limited to, products, software, research, inventions and marketing plans (hereinafter referred to as "Confidential Information"). You agree that You shall use such Confidential Information only for the purposes permitted hereunder and that You shall not otherwise disclose or use such Confidential Information. Confidential Information does not include information that (1) is or hereafter becomes part of the public domain through no wrongful act, fault or negligence of Yours; (2) is already in Your possession; or (3) You are required to disclose pursuant to a valid order of a court or other governmental body; provided, however, that You shall first have given notice to Notebook Mechanix and shall give Notebook Mechanix a reasonable opportunity to interpose an objection or obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued. 6. LIABILITY 6.1. Product Responsibility: You acknowledge that Notebook Mechanix does not advocate or endorse the purchase or the use of any products or services offered by You through your Web Site or otherwise, other than the services of Notebook Mechanix; you further acknowledge that Notebook Mechanix does not guaranty the quality, fitness, or results of any products or services offered by You through your Web Site or otherwise, except the services of Notebook Mechanix in accordance with the written terms of the extended service contract s Notebook Mechanix offers.. 6.2. Web Site Responsibility: You acknowledge that you are solely responsible for your Web Site's development and operation and that you will continue to maintain Your Web Site in its current manner and condition except for changes made in the ordinary course of business. 6.3. Representations and Warranties by Notebook Mechanix: Notebook Mechanix represents and warrants that: (a) it has the right to enter into this Agreement and to grant the rights and licenses granted herein; (b) the use of its Materials in connection with Your Web Site does not and will not (i) invade the right of privacy or publicity of any third person, (ii) contain any libelous, obscene, indecent or otherwise unlawful material, or (iii) infringe any patent, copyright or trademark right in any jurisdiction; or (iv) contravene any other rights of any third person. 6.4. Representations and Warranties by You: You represent and warrant that: (a) You have the right to enter into this Agreement and to perform hereunder; (b) Your Web Site does not and will not (i) invade or contravene the right of privacy or publicity of any third person, (ii) contain any libelous, obscene, indecent or otherwise unlawful material; or (iii) infringe any patent, copyright or trademark right in any jurisdiction. 6.5 Risk Allocation: Notebook Mechanix WILL NOT BE LIABLE TO YOU FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND - INCLUDING LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR LOSS OF DATA -- ARISING OUT OF THIS AGREEMENT (INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY BREACH OF ANY WARRANTY OR OTHER TERM OF THIS AGREEMENT), REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. 6.6. Breach of Representation, Warranty or Covenant: You agree to defend, indemnify and hold Notebook Mechanix and each of its officers, directors, employees and agents harmless against and in respect of any loss, debt, liability, damage, obligation, claim, demand, judgment or settlement of any nature or kind, known or unknown, liquidated or unliquidated, including without limitation all reasonable costs and expenses incurred (legal, accounting or otherwise) (collectively, "Damages") arising out of, resulting from, or based upon any claim, action or proceeding by any third party alleging facts or circumstances constituting a breach of the representations and warranties of Section 6.4. 6.7. Acknowledgment of No Warranty: EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY WARRANTS THAT THEIR RESPECTIVE WEB SITES WILL PERFORM IN THE MANNER EXPECTED OR WITHOUT INTERRUPTION, ERROR OR DEFECT OR THAT ANY REVENUE TO EITHER PARTY WILL RESULT FROM THE ACTIVITIES CONTEMPLATED BY THIS AGREEMENT. EXCEPT AS SET EXPRESSLY FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES AGAINST INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS NOT SPECIFICALLY ENUMERATED. 6.8 Limitation of Liability: Notebook Mechanix will not be liable to you for incidental, indirect, consequential, special, punitive or exemplary damages of any kind - including lost revenues or profits, loss of business or loss of data -- arising out of this agreement (including without limitation as a result of any breach of any warranty or other term of this agreement Notebook Mechanix's liability to You for any and all claims and damages incurred by You relating to or arising out of the subject matter of this Agreement, whether in contract, tort, implied warranty, strict liability or other form of action, except for (a) real or tangible property damage or personal injury or death; (b) claims for violations of a party's intellectual property rights; and (c) any right of indemnity provided herein; shall be limited to the lesser of (x) the amounts paid by Notebook Mechanix to You pursuant to this Agreement for the preceding six months or (y) one thousand dollars. The warranty disclaimers and limitations in this Agreement are intended to limit the circumstances of liability. 7. MISCELLANEOUS PROVISIONS 7.1 Assignment: You may not assign this Agreement or any of its rights or delegate any of its duties under this Agreement without the prior written consent of Notebook Mechanix. Any purported assignment or delegation without such required consent shall be null and void. 7.2 Modifications: Notebook Mechanix reserves its rights to modify any and/or all of the terms of this Agreement. In the event of such modification, Notebook Mechanix shall notify You of such change in writing at Your most recent e-mail address. If You do not agree with such modification, Your only remedy shall be to terminate this contract. 7.3 Governing Law: This Agreement, its interpretation, performance or any breach thereof, shall be construed in accordance with, and all questions with respect thereto shall be determined by, the internal, substantive laws of the State of Kansas. In connection with any judicial proceeding: (i) the parties consent to the exclusive jurisdiction of the state and federal courts located in Kansas; (ii) both Parties waive personal service and agree that service of any pleading, notice, complaint, etc. may be served by certified mail by one party to the other party at such other party's address for notices as set forth above; and (iii) such service shall be deemed effective as if personally served upon the receiving party at its principal place of business. 7.4 Headings: Section headings are for convenience only and are not a part of this Agreement. 7.5 Independent Contractors: You and Notebook Mechanix are independent contractors under this Agreement, and nothing herein shall be construed to create a partnership, joint venture or agency relationship between Notebook Mechanix and You. Neither party has the authority to enter into agreements of any kind on behalf of the other party. 7.6 Integration: This Agreement contains the entire understanding of the parties hereto with respect to the transactions and matters contemplated hereby, supersedes all previous agreements between You and Notebook Mechanix concerning the subject matter, and cannot be amended except by a writing signed by both parties. 7.7 Notice: All notices, demands and other communications hereunder shall be in writing or by written telecommunications, and shall be deemed to have been duly given: (i) if mailed by certified mail, postage prepaid, on the date five (5) days from the date of mailing, (ii) if delivered by overnight courier, when received by the addressee, (iii) if sent by confirmed telecommunication, one business day following receipt by the addressee at the following address: 818 E Orme, Wichita KS, 67211 or (iv) by email to affiliate@notebookmechanix.com or such other address as Notebook Mechanix may specify by notice given in writing. 7.8 Survival: The provisions of Sections 4, 5 and 6 shall survive termination or expiration of this Agreement. 7.9 Waiver: No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. I have read, understand and agree to the above
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