You may provide links on your site that will link to our site, provided that you properly use the special "tagged" link formats provided on our site as part of the Program to create such link. To permit accurate tracking, reporting, and commission fee accrual, we will provide you with special "tagged" link formats to be used in all links between your site and our site. You must ensure that each of the links between your site and our site properly utilizes such special link formats. You will earn commission fees only with respect to activity on our site occurring directly through these special "tagged" link formats, and we will not be liable to you with respect to any failure by you to use these special "tagged" links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement. Likewise, we will not be liable to pay commission fees where click-throughs from your Site cannot be accurately tracked as a result of a visitor using cookie/tracking blocking technology. You acknowledge that, by participating in the MP3 Backing Trax Ltd Affiliate Program and placing any of the above links within your site, we may receive information from or about visitors to your site or communications between your site and those visitors. Your participation in the Affiliate Program constitutes your specific and unconditional consent to and authorization for our access to, receipt, storage, use, and disclosure of any and all such information.

Except for the licence granted under this "Section 3", you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to the "tagged" links, link formats, technical specifications, backing tracks, guidelines or graphical artwork referenced above, or with respect to the mp3backingtrax.com domain name.

In addition, you acknowledge that we (and our corporate affiliates) may crawl or otherwise monitor your site for the purpose of ensuring the quality and reliability of "tagged" links on your site (for example, to detect links that are broken or non-functional etc.). Therefore, you agree that we and our corporate affiliates may take such actions and that you will not seek to block or otherwise interfere with such crawling or monitoring (and that we and our corporate affiliates may use technical means to overcome any methods used on your site to block or interfere with such crawling or monitoring).

Further, you acknowledge and agree that you will: (a) not, in connection with this Agreement, display or reference on your site, any trademark or logo of any third party seller on the mp3backingtrax.com Site; (b) use any data, images, text, or other information obtained by you from us or our site in connection with this Agreement ("Content") only in a lawful manner and only in accordance with the terms of this Agreement; (c) not modify or alter any Content that consists of a graphic image, other than to resize it; (d) not edit any Content that consists of text, other than to shorten its length; (e) not sell, redistribute, sublicense or transfer any Content; (f) not use any Content in a manner intended to send sales to any site other than the mp3backingtrax.com Site; and (g) promptly delete any Content that is no longer displayed on the mp3backingtrax.com Site or that we notify you is no longer available for your use.

Order Processing
(section 4)
We will process all orders placed by customers who follow "tagged" links" from your site to the mp3backingtrax.com site. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing. Among other things, we will prepare order forms, process payments, cancellations and handle all customer service. We will track sales made to customers who purchase products using "tagged" links from your site to our site and will make available reports summarising this sales activity. The form and content of the reports may vary from time to time at our discretion. To permit accurate tracking, reporting and fee accrual, you must ensure that the "tagged" links between your site and our site are properly formatted. We will not be liable for paying commission fees on purchases that are not correctly tracked and reported because the links between your site and our site are not properly formatted.

Commissions
(section 5) We will pay you commissions on product sales to third parties in accordance with section 6 below. For a product sale to generate a commission, the customer must follow a "tagged" link (in the format specified by us) directly from your Site to the mp3backingtrax.com site and add the product(s) from our catalogue to his or her shopping cart during a session. The session ends upon one of the following events: (a) the customer orders the product, or (b) the customer follows a third party's "tagged" link. We will only pay commissions on such "products" after order, payment and shipping have occurred. We will not, however, pay commission fees on any "products" that are added to a customer's Shopping Cart after the customer has re-entered our site (other than through a "tagged" link from your Site), even if the customer previously followed a link from your Site to our Site. Further, we will not pay commissions on any "products" purchased from any site operated by us or our Affiliates other than the mp3backingtrax.com Site. In addition, "products" listed in the mp3backingtrax.com website such as "Special Arrangements", "Custom Trax" (or other words to similar effect indicating that a product is not readily available for purchase) are not eligible for any commission.

"Affiliate" means in respect of a party its "holding company", its "subsidiary company" or a subsidiary company of its holding company, as those terms are defined in section 736 of the UK's Companies Act 1985. You may not purchase products during sessions initiated through the links on your site for your own use, for resale or commercial use of any kind. This includes orders for customers or on behalf of customers or orders for products to be used by you or your friends, relatives, or associates in any manner. Such purchases may result (in our sole discretion) in the withholding of commission fees or the termination of this Agreement. "products" that are entitled to earn commission fees under the rules set forth above are hereinafter referred to as "Qualifying Products".

In addition, you may not: (a) directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using "tagged" links on your site to access our site (e.g., by implementing any "rewards" Program for persons or entities who use "tagged" links on your site to access our site); (b) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity; (c) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of our site; (d) make any orders or subscription requests, or engage in other transactions of any kind on our site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so; (e) take any action that could reasonably cause any customer confusion as to our
relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring; or (f) other than providing "tagged" links on your Site in accordance with this Agreement, post or serve any advertisements or promotional content promoting the mp3backingtrax.com Site or otherwise around or in conjunction with the display of our site (e.g., through any "framing" technique or technology or pop-up windows or pop-under windows), or assist, authorize, or encourage any third party to take any such action; or (g) attempt to circumvent the commission fee schedule or artificially increase your commission fees (e.g. by intentionally featuring, purchasing or requesting or encouraging any third party to purchase low-price items offered on our site (as determined by us) for the purpose of exceeding any commission fee threshold or by causing any page of the mp3backingtrax.com Site to open in a customer's browser other than as a result of the customer clicking on a "tagged" link on your Site); (h) attempt to intercept or re-direct (including, without limitation, via user-installed software) traffic from or on, or divert referral fees from, any web site that participates in the Program; or (i) seek to purchase or register any keywords, search terms or other identifiers that include the word "mp3 backing trax" or variations thereof (for example "mp3 backing tracks", "backing tracks", etc.) for use in any search engine, portal, sponsored advertising service or other search or referral service. If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any commission fees otherwise payable to you under this Agreement and/or terminate this Agreement.

Commission Fee Schedule
(section 6) For Qualifying Products sold during sessions initiated through "tagged" links on your site, you will earn (subject to the other terms of this Agreement) commission fees in accordance with the "Commission Fee Structure" described below. Notwithstanding the following, the commission fee on any Qualifying Product is limited to a maximum of 15%, regardless of the "Qualifying Revenues" derived from the sale of any such item. The classification of any "Qualifying Products" will be determined by us in our sole discretion.

Commission Fee Structure:
Subject to the other terms of this Agreement, you will earn 15% of "Qualifying Revenues" (defined below) from sales of all "Qualifying Products" (defined below) units sold during sessions initiated through "tagged" links on your site.

"Qualifying Revenues" are revenues derived by us from our sales of Qualifying Product units, excluding costs for shipping, handling, taxes, service charges, credit card processing fees, returns and bad debt.

An "Mp3 Backing Trax Qualifying Product" is a "Qualifying Product" that appears in our general catalogue and is sold and fulfilled by us or on our behalf.

"Eligible Earnings" are any Base Commission Fees you may earn in any calendar month based on "Qualifying Revenues" from the sale in that calendar month of Qualifying Products

Commission Fee Payment
(section 7) We will pay you commission fees on a monthly basis. Approximately 7 days following the end of each calander month, we will send you payment for the commission fees earned on "Qualifying Products" that were dispatched during that month, less any taxes that we are required by law to withhold. We will pay your commission fees by one of the following methods:

(a) Via a verified Paypal account, held in your name.

(b) By directly depositing the commission fees earned into a UK bank account (if you want us to use this method of payment, please note that you will have to provide us with the name of your bank, the bank account type, the sort code, the account number and the primary account holder name as it appears on the bank account)

We will accrue and withhold commission fees until the total amount due is at least £25.00 GBPounds or until this Agreement terminates, if earlier. If a Product that generated a commission fee is returned by the customer, we will deduct the corresponding fee from your next monthly payment. If there is no subsequent payment, we will send you an invoice for the fee.

Policies and Pricing
(section 8) For the avoidance of doubt, customers who buy "products" through this Program will be customers of mp3backingtrax.com. Accordingly, all mp3backingtrax.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 its own pricing policies. Product prices may vary from time to time. Because price changes may occur from time to time, you must not include price information in your "Product" descriptions. In addition, you may not display prices for any "Product" on your site in any "comparison" format (including through the use of any price-comparison tool or engine) together with prices for the same or similar products offered through any web site or other outlet other than our site. You may not otherwise include price information in your Product descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular Product.

Identifying Yourself as an Affiliate
(section 9) You may not issue any press release with respect to this Agreement or your participation in the Program without our prior written consent, which may be given or withheld in our sole discretion. Doing so may result in your termination from the Program. You may e-mail affiliates@mp3backingtrax.com if you wish to apply for written consent. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that we support, sponsor, endorse, or contribute money to any charity or other cause. We will make available to you small graphic images or text links which identify our site. You must display these logos or the phrase "In association with MP3 Backing Trax.com" somewhere on your site. We may modify the text or graphic image from this notice from time to time.

Limited Licence
(section 10) We grant you a nonexclusive, revocable right to use the graphic image and text described in Section 8 and such other text or images for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist promote the sale of "products" on our Site. You may not modify the graphic image and text or any of our images in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines, as those guidelines may change from time to time. We may revoke these rights at any time by giving you written notice.

Responsibility for Your Site
(section 11) You will be solely responsible for the development, operation and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:

- the technical operation of your site and all related equipment

- creating and posting Product descriptions on your site and linking those descriptions to the
mp3backingtrax.com catalogue using "tagged" links

- the accuracy and appropriateness of materials posted on your site (including, among other things,
all Product-related materials) ensuring that materials posted on your site do not breach or infringe
upon the rights of any third party (including, for example, copyrights, trademarks, database rights,
privacy or other personal or proprietary rights)

- ensuring that materials posted on your site are not defamatory or illegal.

We and our Affiliatess disclaim all liability for these matters. Further, you will indemnify and hold us and our Affiliatess harmless from all claims, damages and expenses (including, without limitation, legal fees) relating to the development, operation, maintenance and contents of your site.

Term of the Agreement
(section 12) The term of this Agreement will begin upon our signing up for our Program 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 by letter or by email. You are only eligible to earn commission fees on sales of Qualifying Products occurring during the term and fees earned up to the date of termination will remain payable only if the related orders are not cancelled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon termination of this Agreement, you must immediately cease use of, and remove from your site, all links to our site and all mp3backingtrax.com trademarks, trade names and logos and all other material by or on behalf of us to you in connection with the Program.

Modification
(section 13) We may modify any of the terms and conditions contained in this Agreement, at any time and at our sole discretion. Modifications may include, for example, changes in the scope of available commission fees, 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 AN AMMENDED AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

Relationship of Parties
(section 14) You and we are independent contractors and nothing in this Agreement will create any joint venture, agency, franchise, sales representative, or employment relationship between the parties or our respective Affiliatess. You will have no authority to make or accept any offers or representations, guarantees or warranties on our or our Affiliatess' behalf, including with respect to our or our Affiliatess Products or services. You will not make any statement or representation, whether on your site or otherwise, that that reasonably would contradict anything in this section.

Limitation of Liability
(section 15) We will not be liable for indirect, special, or consequential damages (including any loss of business, 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 commission fees paid or payable to you under this Agreement at the time that the event giving rise to the liability arises. Notwithstanding the previous paragraph, nothing in this Agreement will operate to exclude any liability for death or personal injury arising as a result of the negligence of either party, its employees, agents or authorised representatives.

Disclaimers
(section 16) To the fullest extent permitted by law, 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, non-infringement or any implied warranties arising out of a course of performance, dealing, or trade usage), and the same are hereby excluded. In addition, we make no representation that the operation of our site will be uninterrupted or error-free and none of us will be liable for the consequences of any interruptions or errors.

Independent Investigation
(section 17) YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE OR ANY OF OUR AFFILIATESS 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 PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.