Affiliate Agreement

This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Booksfree.com Affiliate Program (the "Program"). As used in this Agreement, "we" means Booksfree.com, and "you" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to the Booksfree.com site, or to any site that you will link to our site (and which you will identify in your Program enrollment form).

1. Enrollment in the Program

To begin the enrollment process, you will submit a complete Affiliate Enrollment From via our site. We may reject your web site if we determine (in our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include those that:

• promote sexually explicit materials
• promote violence
• promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
• are unlawful, harmful, threatening, or obscene
• include "Booksfree" or variations or misspellings thereof in their domain names

2. Agreements regarding Links

In utilizing the Links, you agree that you'll cooperate fully with us in order to establish and maintain such Links. You also agree that you'll display in your site only those graphic or textual images (indicating a link) that are provided by us, and you'll substitute such images with any new images provided by us from time to time throughout the term of this Agreement. All Affiliate Sites (the Internet Web site(s) owned or controlled by Affiliate) shall display such graphic and/or textual images prominently in relevant sections of their site. All Links may be modified and/or expanded from time to time throughout the term of this Agreement pursuant to the mutual agreement of the parties hereto. Each Link connecting users of your site to the pertinent area of our site will in no way alter the look, feel or functionality of our site.

3. Referral Fee Schedule & Payment

You will earn referral fees based on Monthly Revenues according to referral fee schedules to be established by us. "Monthly Revenues" are revenues derived by us from our sales of Qualifying Products. "Qualifying Products" are memberships, books, books on tap, books on CD, and gift memberships, excluding costs for shipping, handling, taxes, service charges, credit card processing fees, returns and bad debt. The current referral fee schedule is:

Booksfree will pay ten dollars ($10.00) for every new member, and 5% of Qualified Revenues from every book ,book on tap, book on CD, and gift membership sale linking directly from a link on the Affiliate's Site to the Booksfree.com Site.

(A $25.00 earning minimum per month applies to all Affiliates.)

Affiliates will not receive commission for any customers who join Booksfree and become a member through this Program who cancels their membership within 72 hours.

4. Policies

Customers who join Booksfree and become a member or buy products through this Program will be deemed to be customers of Booksfree.com. Accordingly, all Booksfree.com rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. We will use commercially reasonable efforts to present accurate information.

5. Publicity

You shall not create, publish, distribute or permit any written material that makes reference to us without first submitting such material to us and receiving our written consent, which we agree shall not be unreasonably withheld.

6. Limited License

We grant you a non-exclusive, non-transferable, revocable right to use the graphic image and text provided to you, solely for the purpose of identifying your site as a Program participant and to assist in generating Membership and Product sales. You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade name and trademarks, and all other intellectual property rights. We may revoke your license at any time by giving you written notice.

7. Responsibility regarding Your Site

We disclaim all liability for; the technical operation of your site and all related equipment, the accuracy and appropriateness of materials posted on your site, ensuring that materials posted on your site do not violate or infringe upon the rights of any third party, ensuring that materials posted on your site are not illegal. Further, you will hold us harmless from all claims, damages, and expenses (including attorneys' fees) relating to the development, operation, maintenance, and contents of your site.

8. Term of Agreement

The term of this Agreement will begin upon our submission of the Affiliate Form and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the 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 Booksfree.com trademarks, logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are eligible to earn referral fees only on our sales of Qualifying Products that occur during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

9. Modification

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of referral fees, referral fee schedules, payment procedures, and Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the program following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change.

10. 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 Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.

11. Disclaimers

We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a 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.

12. Governing Law

This Agreement will be governed by the laws of the United States and the State of Virginia without reference to conflict of law principles.