The Tricks4Sale Affiliate Terms

This Agreement contains the terms and conditions that apply to your participation as an affiliate member of Tricks4Sale.com at www.tricks4sale.com (the "Merchant Web Site"), which is a web site operated by The Magic Cow Corp. (the "Merchant"). This Agreement is effective on the date you accept the terms and conditions set forth herein (the "Effective Date"). In this Agreement, you are referred to as the "Affiliate".

This agreement does NOT cover or compensate for sales through links that lead off the site to other programs!

GENERAL TERMS AND CONDITIONS

All affiliates are independent contractors, they are not employees of the Merchant . Affiliates are responsible for their own federal, state, local or other taxes. Nothing in this agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Affiliates will have no authority to make or accept any offers or representations on our behalf. Either party may terminate this agreement at any time.

The Merchant guarantees no specific income from this program. We may change our policies, operating procedures or commission levels at any time. No unsolicited bulk email or other spamming techniques shall be used to market our products. Even though the Merchant and others will provide you with daily statistics on sales, we can not be responsible for incorrect information or any other mistakes that may get posted or otherwise be provided. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. For a sale to generate a commission, the customer must follow a special link from your web page to our online catalog item, purchase the item using our ordering system, accept delivery of the item at the shipping destination, and remit full payment to us. If an item that generated a commission is returned by the customer, we will deduct the corresponding fee from your next monthly payment.

You will earn commissions based on the sale price of qualifying items, according to fee schedules to be established by us. Sale price means the sale price listed in our catalog and excludes costs for shipping, handling, gift wrapping, and taxes. We may modify any of the terms and conditions contained in this agreement, at any time and in our sole discretion. Modifications may include, for example, changes in the commission level, fee schedules, payment procedures, and program rules. We will not be liable for indirect, special, 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 commissions paid or payable to you under to this agreement.

BY CLICKING ON THE "JOIN PROGRAM" BUTTON AND RECEIVING AND USING LINKS TO THE MERCHANT WEB SITE, AFFILIATE IS CONFIRMING THAT IT HAS READ THIS AGREEMENT AND THAT AFFILIATE AGREES TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. IF AFFILIATE DOES NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS SET FORTH HEREIN, DO NOT JOIN THIS PROGRAM.

1. True and Complete Information. Affiliate represents and warrants that all information provided by Affiliate in connection with becoming an affiliate of Merchant is true and complete. If Merchant determines that any information provided by Affiliate is not true and complete, Merchant may immediately terminate Affiliate's participation under this Agreement.
2. Suitability of Affiliate Web Site(s). Affiliate represents and warrants that neither its web site(s) nor any content or technology thereon (a) infringes on any third party's intellectual property, publicity, or privacy rights; (b) violates any law or regulation; (c) is threatening, defamatory, obscene, harmful to minors, or contains nudity or pornography; (d) contains any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information; (e) is materially false, inaccurate, or misleading; (f) promotes violence; (g) promotes discrimination based upon race, sex, religion, nationality, disability, sexual orientation or age; (h) promotes the use of bulk email or spam; (i) promotes the use of pyramid schemes; or (j) promotes gambling, sports betting or touting.
3. Right to Use Merchant Content. Subject to the terms and conditions herein, Merchant hereby grants to Affiliate, during the term hereof, a non-exclusive, non-transferable, revocable, non-sublicenseable right to use and display the Merchant Content (as hereinafter defined) that Merchant may make available to Affiliate from time to time in connection with Merchant's Affiliate program.
4. Content Usage Restrictions. Affiliate represents and warrants that it shall not, except as specifically provided for in this Agreement (i) copy or display any Merchant Content; (ii) modify, adapt, translate or create derivative works based on the Merchant Content; (iii) remove, erase, or tamper with any copyright or other proprietary notices in any copy of any of the Merchant Content; (iv) sell, market, license, sublicense, distribute, disclose or otherwise grant to any person any right or interest in the Merchant Content; or (v) take any action which may cause deception, confusion or otherwise dilutes the quality of the Merchant Content or the goodwill associated therewith. Upon termination of this Agreement, for any reason, Affiliate shall immediately cease using, displaying or otherwise maintaining any interest in the Merchant Content. For purposes of this Agreement "Merchant Content" means any and all trademarks, service marks, trade names, logos and other content which Merchant makes available to Affiliate in connection with this Affiliate program. Such Merchant Content may be, directly or indirectly, owned by Merchant or licensed to Merchant .
5. Property Ownership Rights. Affiliate agrees and acknowledges that Merchant retain all rights, title and interest in and to all property rights embodied in or associated with the Merchant Content. Affiliate represents and warrants that Affiliate will not take any action challenging or otherwise inconsistent with Merchant's ownership of the Merchant Content and any benefits accruing from the use of such Merchant Content will automatically vest in the Merchant.
6. Operation and Maintenance of the Merchant Web Site. Affiliate acknowledges and agrees that Merchant will accept or reject, in its sole discretion, all orders by customers for merchandise placed on or through the Merchant Web Site. Affiliate further acknowledges and agrees that (i) Affiliate does not have any authority to make or accept any offer or commitment on behalf of Merchant, (ii) Merchant cannot, and does not, guarantee the availability of any merchandise offered for sale on the Merchant Web Site, and (iii) Merchant is solely responsible for all pricing, merchandising, order processing, order fulfillment, shipping, returns and all other aspects of the Merchant Web Site and the sale of merchandise thereunder. All personal information obtained through users' use of the Merchant Web Site shall be the exclusive property of Merchant.
7. Revenue Share Payments. Merchant agrees to pay a revenue share (the "Revenue Share") to Affiliate equal to the percentage of Net Revenue determined pursuant to the schedule below. For purposes of this Agreement, "Net Revenue" means all cash consideration (not including any portion of payment made through the redemption of gift certificates, coupons or credits or through the use of Flooz currency) from merchandise sold in a transaction resulting directly from a link from the Affiliate Site to the Merchant Site and where the customer purchases such merchandise during the same on-line session, less all taxes, shipping and handling charges, gift wrapping and other value-added service charges, returns and chargebacks.
   Net Revenue Percentage = 10% of applicable sale.
   
   Subject to the terms and conditions of this Agreement, Merchant will pay Affiliate the above described Revenue Share on a monthly basis. Commissions will be paid by the 6th of each month to all Affiliates that earned commissions during the month before last. (For example, on June 6th, the Merchant will pay all commissions earned in April.) If the Revenue Share payable to Affiliate for any month is less than $10.00, the Merchant will hold payment of such Revenue Share until the month that the total amount due is at least $5.00. If a Revenue Share payment is made hereunder and relates to merchandise which is later returned by the customer, the applicable Revenue Share will be deducted by Merchant from the next monthly payment hereunder.
   
   Upon termination of this Agreement, Merchant will send, or cause to be sent, to Affiliate, a check for the total amount of Revenue Share then owed to Affiliate as of the termination date. The final Revenue Share payment may be withheld by Merchant for a reasonable period of time to ensure that the correct amount is to be paid after making any adjustments that may be required, including, but not limited to, adjustments for returns.
8. Responsibility for Affiliate URLs and Affiliate Participation. The Affiliate will be solely responsible for the development, operation, and maintenance of all URLs that are linked to the Merchant Web Site and for all materials that appear on such URLs. The Affiliate acknowledges and agrees that it shall be responsible for complying with the terms hereof.
9. Affiliate Indemnification. The Affiliate, at its own expense, will indemnify, defend and hold harmless, Merchant, their respective parents, subsidiaries and affiliates, and each of their respective directors, officers, employees, agents, affiliates, successors and assigns against any claim, suit, action, judgment, liability, loss, cost, expenses and other damages, including reasonable attorney's fees, based upon or in connection with (i) any breach or alleged breach of Affiliate's representations and warranties hereunder, (ii) the failure to comply with or perform any obligation or agreement of Affiliate hereunder, (iii) the Affiliate's web site(s) and/or any content, technology or other materials displayed or contained thereon, including but not limited to with respect to claims of infringement, (iv) Affiliate's failure or alleged failure to comply with any applicable law, and/or (v) any actual or alleged wrongful act of Affiliate.
10. Term of the Agreement. This Agreement shall begin on the Effective Date and shall terminate on the date on which Merchant no longer maintains the Affiliate program contemplated hereunder. Either party may terminate this Agreement at any time and for any reason by providing notice to the other party. Merchant may terminate this Agreement immediately, without notice, if Merchant determines, in its sole discretion, that the Affiliate has breached this Agreement or that Affiliate's web site(s) are unsuitable to participate as an Affiliate of Merchant.
11. Modification of Agreement. Merchant reserves the right to modify this Agreement, at any time in its sole discretion, by posting a change of notice or a new agreement on the Merchant Web Site. IF ANY MODIFICATION IS UNACCEPTABLE TO AFFILIATE, AFFILIATE'S SOLE RECOURSE IS TO TERMINATE THIS AGREEMENT. AFFILIATE'S CONTINUED PARTICIPATION AS AN AFFILIATE OF MERCHANT FOLLOWING THE MODIFICATION OF THIS AGREEMENT SHALL CONSTITUTE ACCEPTANCE OF SUCH MODIFICATION BY AFFILIATE.
12. WARRANTY DISCLAIMER. MERCHANT MAKES NO WARRANTIES, REPRESENTATIONS, GUARANTEES, OR CONDITIONS WITH REGARD TO THE PRODUCTS SOLD ON THE MERCHANT WEB SITE OR THE OPERATION AND MAINTENANCE OF THE MERCHANT WEB SITE, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. IN PARTICULAR, MERCHANT MAKES NO REPRESENTATION THAT THE OPERATION OF THE MERCHANT WEB SITE WILL BE UNINTERRUPTED OR ERROR-FREE.
13. LIMITATION OF DAMAGES. MERCHANT WILL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE OR PROFITS ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF MERCHANT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, MERCHANT'S AGGREGATE LIABILITY ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE AFFILIATE PROGRAM WILL IN NO EVENT EXCEED THE TOTAL REVENUE SHARE PAID OR PAYABLE BY MERCHANT TO AFFILIATE UNDER THIS AGREEMENT DURING THE PROCEEDING 12 MONTH PERIOD PRIOR TO THE DATE SUCH LIABILITY AROSE.
14. Independent Contractors. Merchant and Affiliate are independent contractors and nothing in this Agreement is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative, or employment relationship.
15. Governing Law. This Agreement will be governed by and construed in accordance with the substantive laws of the State of Nevada, excluding its conflict of laws principles. Any lawsuit relating to this Agreement must be brought in the federal or state courts located in Las Vegas, NV.
16. Headings. The titles and headings of the various sections and paragraphs in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever, or to explain, modify, or place any construction upon or on any of the provisions of this Agreements.
17. Assignment. The Affiliate may not assign any of its rights or delegate any of its obligations under this Agreement, by operation of law or otherwise, without Merchant's prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.
18. Waiver. Merchant's failure to enforce strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.
19. Entire Agreement. This Agreement represents the complete agreement and understanding between the parties and supersedes any other oral or written communications or understandings between the parties regarding the subject matter hereof. No amendment or modification to this Agreement will be binding upon Merchant unless agreed to by an authorized representative of Merchant.

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