THIS IS A LEGALLY BINDING AGREEMENT BETWEEN SOUTHERN CROSS VENTURES LLC DOING BUSINESS AS BEEKFLIES.COM AND THE APPROVED AFFILIATE. BY YOU POSTING AFFILIATE LINKS YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS OPERATING AGREEMENT.

1. Affiliate links on your site
BeekFlies.com will provide you with a unique affiliate tracking link you may place on your website. This unique link is tracked through Yahoo!’s system. BeekFlies.com makes no guarantee or representation as to the accuracy and operation of the Yahoo! system.

It is your responsibility to implement the affiliate link as provided to you. The accuracy of this information is your responsibility and inaccurate information will result in lost referral fees with no recourse.

If you choose to link directly to product or promotion we make no guarantee of the availability of the product or promotion or whether the page will exist on our webserver, including any pages uniquely designed for the affiliate.

2. Promotional guidelines
a) Search Engine Marketing
You may not bid for any paid placements using the BeekFlies.com brand name or any derivatives. If you choose to pay for listings of any other keywords and use BeekFlies.com in the title or description you must designate yourself as an affiliate. You may never under any circumstances present yourself or appear to present yourself as the official BeekFlies.com site or advertiser. The URL you promote in a paid listing may not appear to be that of the BeekFlies.com website making the appearance of being the official site. You are prohibited from using BeekFlies.com marks or brand name in an excessive way in meta tags or other uses intended for improved placement in organic search listings. You agree that on written request that you will not outbid BeekFlies.com on any specific keywords defined in promoting our site.

b) Domain names and directory listings
You may not register nor operate any domain names which may be deceptive in appearing to be closely related to BeekFlies.com. You may not list your site in any type of directory or listing to appear to be closely related to BeekFlies.com.

c) Use of any coupon codes or promotions not intended for the affiliate program is prohibited and may result in loss of affiliate referral earnings.

d) Email
You agree that your Affiliate site will not use any form of mass email communication ("spam") as a marketing tool for the site or for any other purpose and that any email generated by you or your Affiliate site will conform in all respects with all applicable local, state and federal laws, regulations and rules including the CAN-SPAM Act.

3. Commission calculation
Your commission, unless agreed to otherwise in writing, is calculated as specified below at a rate of 7% of the aggregate Qualified Purchases. At your option you may convert your commission to be calculated at 14% when you use your commission as a store credit to make purchases directly from BeekFlies.com (not through an affiliate link).

Only products that are: (i) sold on our site with the exception of gift cards; (ii) purchased by users linking to our site from your site pursuant to an affiliate link; (iii) by a user who accepts cookies and operates a system in such a way that will allow the tracking of the affiliate link; (iv) and the order is actually shipped to a U.S. shipping address and billed to a U.S. billing address; and (v) for which we have received full payment will qualify for a commission ("Qualifying Purchases"). No commissions will be paid for product orders that are cancelled or returned, which such cancellations and returns will be deducted on an on-going basis.

Commission will be based on the aggregate amount actually paid to us for Qualifying Purchases, excluding amounts collected by us for sales taxes, duties, shipping, handling, and similar charges, amounts due to credit card fraud and bad debt, credits for cancelled orders and returned goods ("Net Sales").

Note as a policy we do not pay commission on Gift Card purchases. However, on request when the Gift Card value has actually been used in such a manner that does not result in what we determine in our sole discretion to be potentially abusive of the affiliate program (for example placing an order through an affiliate link paying with the gift card) we will accrue earnings for the affiliate.

4. Commission payments
When the total commissions due to you under the preceding Section 3 exceed twenty-five dollars ($25) at the end of any calendar month, we will send a commission check for the applicable commissions. Such commission checks and statements of activity will be sent approximately fourteen (14) days after the end of any calendar month in which accumulated earned commissions exceed twenty-five dollars ($25). If at the end of any calendar month earned commissions are less than twenty-five dollars ($25), such earned commissions will be held and accumulated until such time that they exceed twenty-five dollars ($25) at which time they will be paid as set forth above.

Any earnings of ten dollars ($10) or above can be converted to a store credit at double the scale of ordinary commissions as outlined in Section 3.

You are responsible for all taxes.

5. Affiliate report
You will be given a unique secure link to allow you to enter the Yahoo! reporting page for your unique affiliate link. This site will allow you to review your sales statistics.

6. Vacations and website operation
We make no guarantee that our site will be available all the time. We will not be held responsible for commission not earned due to any orders lost due to site down time or system problems. From time to time our site may offer limited or delayed order processing due to vacations or other reasons. Although we will attempt to notify you of such periods we are not obligated to do so.

7. Phone orders
Typically phone orders cannot be tracked via your unique affiliate link and will not earn commission. However, if the caller specifically references your affiliate site we will make an attempt to record such a phone order and accrue your commission.

8. Responsibility of your site
You will be solely responsible for the development, operation and maintenance of your site. You are solely responsible for all materials that appear on your site.

You agree that your site does not currently contain and will not contain any content, or links to such material, that is in any way unlawful, harmful, threatening, harassing, defamatory, obscene, or violent in nature.

We disclaim all liability for these matters. Further, you agree to indemnify and hold us harmless from all claims, damages, losses, costs, and expenses (including, without limitation, attorneys and court costs) relating to the development, operation, maintenance, and contents of your site.

9. Our responsibilities
We will be responsible for providing the information necessary to allow you to make appropriate links from your site to our site. We will be solely responsible for: (i) processing every order placed by a customer following a your link from your site; (ii) tracking the volume and amount of sales generated by your site; and (iii) providing information to Affiliates regarding sales statistics via Yahoo!’s tracking system.

10. Identification of Affiliates
We may identify you or your site as an Affiliate without providing you prior notice or obtaining your specific written consent.

11. Policies, pricing and product descriptions
Customers who buy products from our site through the Affiliate Program will be deemed to be customers of BeekFlies.com. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, privacy, and BeekFlies.com 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 by our site under the Affiliate Program in accordance with our own pricing policies. Prices and availability of products on the site may vary from time to time, and the availability and price of any particular product cannot be guaranteed. YOU MAY NOT PLACE INDIVIDUAL PRODUCT PRICING OR LOGOS, IMAGES, OR DESCRIPTIONS RELATED TO PRODUCTS ON YOUR SITE WITHOUT OUR EXPRESS PRIOR WRITTEN PERMISSION.

12. License
WE GRANT YOU A NON-EXCLUSIVE, NON-TRANSFERABLE, REVOCABLE RIGHT TO (i) ACCESS OUR SITE THROUGH THE LINKS SOLELY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND (ii) SOLELY IN CONNECTION WITH SUCH LINKS, TO USE THE BEEKFLIES.COM TRADEMARK AND LOGO AND SIMILAR IDENTIFYING MATERIAL RELATING TO US BUT ONLY IN THE FORMS THAT WE PROVIDE TO YOU (COLLECTIVELY, THE "LICENSED MATERIALS"), FOR THE SOLE PURPOSE OF LINKING YOUR SITE TO OUR SITE, WHERE YOUR USERS CAN PURCHASE PRODUCTS FROM OUR SITE. YOU MAY NOT ALTER, MODIFY, OR CHANGE THE LICENSED MATERIALS IN ANY WAY. WE RESERVE ALL OF OUR RIGHTS IN THE LICENSED MATERIALS. YOU ACCEPT THESE RIGHTS AND LICENSES SUBJECT TO THE TERMS AND CONDITIONS IN THIS AGREEMENT.

You are only entitled to use the Licensed Materials to the extent that you are an affiliate in good standing of the Affiliate Program. We may revoke your license at any time in our sole discretion, by giving you written notice. If we give you such notice, you must immediately discontinue all use of the Licensed Materials.

13. Terms of agreement and termination
The term of this Agreement will begin upon our acceptance of your Affiliate Program application or as soon as you first use or display your supplied unique affiliate link and will end when terminated by either party. Either you or BeekFlies.com may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You are only eligible to earn commissions on sales occurring during the term, and commissions earned through the date of termination will remain payable only if the related Qualified Purchases are not cancelled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

14. Modification
We may modify any of the terms and conditions contained in this Agreement at any time in our sole discretion. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Program following any changes will constitute binding acceptance of the change.

15. Relationship of parties
You and BeekFlies.com are independent contractors, 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 our behalf.

16. Disclaimers
NEITHER BEEKFLIES.com NOR ITS SUPPLIERS MAKES ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE AFFILIATE PROGRAM OR TO ANY PRODUCTS SOLD BY THE BEEKFLIES.COM WEB SITE THROUGH THE AFFILIATE PROGRAM (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, NEITHER BEEKFLIES.COM NOR ITS SUPPLIERS MAKE ANY REPRESENTATION THAT THE OPERATION OF ITS WEB SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND NEITHER BEEKFLIES.COM NOR ITS SUPPLIERS WILL BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

17. Representations and warranties
You represent and warrant to us that: (i) you have the right and authority to enter into this Agreement and perform your obligations under the Agreement; (ii) you are the sole and exclusive owner of the Affiliate trademarks and have the right and power to grant to us the license to use your trademarks in the manner provided for in this Agreement; (iii) you are an adult of at least 21 years of age; and (iv) you are not a supplier to BeekFlies.com.

18. Confidentiality
You agree that all customer information related to the BeekFlies.com Affiliate Program belongs to us. You agree to protect as secret all BeekFlies.com Affiliate Program customer information and Affiliate Program business and sales information related to us, you, or our suppliers, including, without limitation, information relating to sale pricing, promotions and specials, not to disclose such information to any third parties, and not to use the information for any purpose other than the purposes of this Agreement. You agree to protect the information using methods at least as protective as those you use to protect your own information of a confidential nature, but in no event, using less than a standard of reasonable care.

19. Limitation of liability
NEITHER BEEKFLIES.COM NOR ITS SUPPLIERS WILL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND YOU WAIVE ALL RIGHTS TO ANY CLAIMS FOR ANY SUCH DAMAGES. FURTHER, THE AGGREGATE LIABILITY OF BEEKFLIES.COM AND ITS SUPPLIERS WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.

20. Indemnification
You agree to indemnify, defend and hold harmless BeekFlies.com and its subsidiaries and affiliates, and suppliers, and their directors, officers, employees, and owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses, including reasonable attorneys' fees, ("Losses") insofar as such Losses, or actions in respect of Losses, arise out of or are based on (i) any claim that our use of Affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party; (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you; or (iii) any claim related to your site, including, without limitation, claims regarding content on your site.

21. Independent investigation
You acknowledge that you have read this Agreement and agree to all its terms and conditions. You understand that we 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 have independently evaluated the desirability of participating in the Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.

22. Governing law
This Agreement will be governed by the laws of the United States and the State of Pennsylvania , without reference to rules governing choice of law. Any action relating to this Agreement must be brought in the federal or state courts located in Delaware County , Pennsylvania , and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement.