Open Chute - Affiliate Program Terms of Agreement

This agreement and the referred materials contain the complete terms and conditions that apply to an individual or entity's participation in the Open Chute, Inc. Affiliate Program. These Terms of Agreement are made and entered into between and among Open Chute, a company operating in the state of Arizona, and you. Open Chute operates the following Web site: LivingRight.com.

1. ENROLLMENT IN THE PROGRAM

You begin the enrollment process by registering at LivingRight.com. When you register, you submit a complete affiliate program application. Open Chute will evaluate your application in good faith, and either will notify you of your acceptance or rejection. Open Chute may reject your application for any reason whatsoever, including, but not limited to, a decision that your Web site is unsuitable for the affiliate program. Unsuitable Web sites include, but are not limited to, those that:

You may select any one or more graphics, called icons, offered on the affiliate Web console to feature on your Web site. You may change the selection of your featured Icons at any time, without the approval of Open Chute. You can display on your Web site a word or words, graphic image(s), or combination of words and images. The content, style and placement of these words and images will be your sole responsibility and within your sole discretion provided that you comply with the terms of this agreement. You are only allowed to place word(s) or graphic image(s) links on your Web site utilizing the code provided. You may not "hard" code image(s) on your Web site. You may not modify any of our icons, content, tools, text, trademarks, logos or any of our images in any way.

For each selected icon, Open Chute will provide an electronic link to the Open Chute Web site using an affiliate link also provided by Open Chute. It is your sole responsibility to set up and maintain the electronic links connecting your Web site to the appropriate page on the Open Chute Web site designated for that particular icon, and ensure that the electronic links are in good and working order.

You may use electronic links and icons from LivingRight.com. OpenChute will provide these directly or make them available on the affiliate console.

You may only display discount(s) and other Open Chute coupons on your Web site that:

3. ORDER PROCESSING AND REPORTS

Open Chute will process orders for products placed by customers who follow any affiliate links from your Web site to any of the Web sites owned by Open Chute Open Chute reserves the right to reject orders that do not comply with any requirements that Open Chute periodically may establish.

Open Chute will be responsible for all aspects of order processing and fulfillment. Among other things, Open Chute will prepare order forms, process payments, cancellations, and returns; and handle customer service. Open Chute will track sales made to customers who purchase our products using affiliate links from your Web site to the Web sites operated by Open Chute will provide you with access to reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion but will generally be available on a continuous basis.

You hereby agree not to disclose the information contain in these reports to any third party without prior written or electronic consent from an executive officer of Open Chute, Inc. To permit accurate tracking, reporting, and fee accrual, you must ensure that the affiliate links between your Web site and the Web sites operated by Open Chute are properly formatted. All HTML tags are to be generated using the special HTML tags provided by Open Chute and are not to be altered in any manner. Open Chute will not be responsible for tracking and reporting sales that were not made through an affiliate link formatted to Open Chute program specifications.

4. REFERRAL FEES

Open Chute provides you with links to products eligible for the affiliate program. Open Chute will pay you referral fees on sales of these products to certain customers as defined below. For a sale to generate a referral fee, a customer must follow an affiliate link (in the format specified by us) from your Web site to the Web sites operated by Open Chute, purchase one or more of the eligible products using our automated ordering system, and remit full credit card approved payment to Open Chute.

When someone clicks on the affiliate link, a cookie will be set in their browser with your affiliate ID and their IP address will also be logged with your affiliate ID. During that visit to our Website or any later visit, when a purchase is made, you will receive a commission based on the existence of the cookie or a match of the IP address in the database.

You will earn referral fees based on the sale price, or the sale price listed of eligible Open Chute products, according to fee schedules to be established by Open Chute. Open Chute retains the absolute right to modify these fee schedules at any time. The sales price does not include tax.

5. FEE AMOUNT

Referral fees earned shall equal 10 percent (10%) of the sale price of the respective products sold in accordance with the provisions and procedures of this agreement. Open Chute may establish other special commission rates with respect to certain promotions, at its sole discretion.

6. FEE SCHEDULE

Open Chute will pay you referral fees on a calendar quarterly basis. Within sixty (60) days following the end of each calendar quarter, Open Chute will send you a check (or at the discretion of Open Chute, by electronic transfer to your bank account) for the referral fees earned on eligible products that were completed during that quarter, less any taxes that we are required by law to withhold. However, if the fees payable to you for any calendar quarter are less than twenty-five dollars ($25), Open Chute may withhold those fees until the total amount due is at least twenty-five dollars ($25) or (if earlier) until this agreement is terminated. If a customer cancels an eligible product that generated a referral fee, Open Chute will deduct the corresponding fee from your next quarterly payment. If there is no subsequent payment, Open Chute will send you an invoice due in ten (10) days for the canceled referral fee.

7. POLICIES AND PRICING

Third parties who buy products through this program will be deemed to be customers of Open Chute. Accordingly all Open Chute rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. Open Chute may change its policies and operating procedures at any time and for any reason. For example, Open Chute will determine the prices to be charged for products sold under this program in accordance with Open Chute pricing policies. Product prices and availability may vary from time to time. Because price changes may affect products that you already have listed on your Web site, you may not include price information in your product descriptions or otherwise on your Web site. Open Chute will use commercially reasonable efforts to present accurate information, but it cannot guarantee the availability or price of any particular product.

8. LIMITED LICENSE

Open Chute grants you a limited, nonexclusive, non-transferable, world-wide revocable right to use the icons, images and text for which Open Chute grants express written permission, solely for the purpose of identifying your Web site as a program participant and to assist in generating sales of Open Chute products. You may not modify any icon, content, tool, text, trademark, or any of our images in any way. Open Chute reserves all rights in the icons, the messages, any other images, trade names and trademarks, and all other intellectual property rights. Open Chute may immediately revoke your license at any time and for any reason upon giving you oral, written or electronic notice.

You hereby acknowledge and agree that Open Chute will own all right title and interest in and to all information that is created or collected in connection with this agreement, including, without limitation:

9. RESPONSIBILITY FOR YOUR WEB SITE

You will be solely responsible for the development, operation, and maintenance of your Web site and for all materials that appear on your Web site, including, but not limited to:

Accuracy and Legality of all Service Efficacy Claims

You may not make specific claims regarding the efficacy of any product. If you make unsubstantiated product claims with respect to products we sell, your membership in the Open Chute affiliate network may be terminated immediately upon notice.

Open Chute disclaims all liability for the matters stated in this section. You agree to indemnify, defend and hold harmless Open Chute from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the content development, operation, maintenance, and contents of your Web site or any breach of your obligations under this agreement.

10. TERM OF THE AGREEMENT

The term of this agreement will begin when Open Chute accepts your program application and will end when terminated by either party. Either you or Open Chute may terminate this agreement at any time and for any reason, with or without cause. You are only eligible to earn referral fees on sales occurring during the term of this Agreement, and fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. Open Chute may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

Upon termination of this Agreement:

All licenses to products, images, icons, links, search boxes, and or any other Open Chute intellectual property or Open Chute brand features shall terminate
You shall immediately remove any links, icons, search boxes, or any other Open Chute intellectual property or Open Chute brand features from your Web site
This termination does not include the terms of this section, or sections 13, 14, and 19.

11. MODIFICATION

Open Chute may 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 our affiliate Web site. Modifications may include, but are not limited to, changes in referral fees, fee schedules, payment procedures, and program rules.

If you find any modification 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 affiliate Web site will constitute binding acceptance of the change.

12. RELATIONSHIP OF PARTIES

You and Open Chute are independent organizations and/or individuals, and nothing in this agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on the behalf of Open Chute. You will not make any statement, whether on your Web site or otherwise, that reasonably would contradict this provision.

13. LIMITATION OF LIABILITY

Open Chute will not be liable to you or any other person or entity for any special, indirect, consequential or exemplary damages (including, without limitation any loss of revenue, profits, or data) arising in connection with this agreement or the program, even if Open Chute or any Open Chute representative has been advised of the possibility of such damages. Further, Open Chute's 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. All claims made hereunder by you against Open Chute shall be made within ninety (90) days of the act or omission, which forms the basis of such claims.

14. DISCLAIMERS

Open Chute makes no express or implied warranties or representations with respect to the program or any products sold through the program (including, but not limited to, warranties of fitness, profitability, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, Open Chute makes no representation that the operation of the affiliate Web site console, any of the Web sites operated by Open Chute, or any other Web site sponsored by Open Chute in connection with this agreement will be uninterrupted or error-free, and Open Chute will not be liable for the consequences of any interruptions or errors or termination of any services, products or this agreement.

15. INDEPENDENT INVESTIGATION

You acknowledge that you have read this agreement and agree to all its terms and conditions. You understand that Open Chute may, at any time, directly or indirectly, solicit customer referrals on terms that may differ from those contained in this agreement or operate Web sites that are similar to or compete with your Web site.

You agree that you have independently evaluated the desirability of participating in the program and are not relying on any representation, guarantee, or statement other than as explicitly set forth in this agreement.

16. IDENTIFICATION OF AFFILIATES

Open Chute may identify you or your Web site as a participant in the program without providing you prior notice or obtaining your specific written consent. Such identification may be oral, written, or electronic, and may include, but is not limited to, public announcements, promotional materials, internal and external reports, and public filings.

17. NON-ASSIGNMENT AND SUCCESSORS

You may not assign this agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this agreement will be binding on, inure to the benefit of, and be enforceable against, the parties and their respective successors and assigns.

18. SCOPE OF AGREEMENT

This agreement constitutes the entire agreement and understanding between the identified parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written or oral agreements or representations between the parties.

19. MISCELLANEOUS

This agreement will be governed by the laws of the United States and the state of Arizona without reference to rules governing choice of laws. Any action relating to this agreement must be brought in the federal or state courts located in Maricopa County, Arizona, and you irrevocably consent to the jurisdiction of such courts. If Open Chute fails to enforce your strict performance of any provision of this Agreement, that failure does not waive Open Chute's right to subsequently enforce such provision or any other provision of this agreement.

Unless otherwise stated above, all notices and other communications required or permitted under the terms of this agreement shall be in writing and shall be delivered personally or transmitted by email to support@openchute.com, by mail to
Open Chute, Inc., 5205 West Montebello Avenue, Suite A-11 Glendale, AZ 85301, or to you at the email address designated on your application.

If the person entering into this agreement is acting on behalf of his or her company or organization, such person hereby represents to Open Chute that he or she has all requisite power and authority to enter into this agreement on behalf of such company or organization, that this agreement has been duly authorized by such company or organization and that this agreement will constitute a legal, valid, an binding obligation of such company or organization. Such person hereby agrees to indemnify, defend and hold harmless Open Chute from any and all claims, damages and expense (including without limitation attorney's fees) arising from any breach of this section.