PLEASE READ THE ENTIRE AGREEMENT.

YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND BLACK DOG LED LLC,

(DBA BLACKDOGLED.COM)

BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT

YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND

THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

1. Overview

This Agreement contains the complete terms and conditions

that apply to you becoming an affiliate in Blackdogled.com's Affiliate Program.

The purpose of this Agreement is to allow HTML linking between your web site

and the Blackdogled.com web site. Please note that throughout this Agreement,

"we," "us," and "our" refer to Blackdogled.com,

and "you," "your," and "yours" refer to the

affiliate.

2. Affiliate Obligations

2.1. To begin the enrollment process, you will complete and

submit the online application on the blackdogled.com website. We may reject your application at our sole

discretion. We may cancel your application if we determine that your site is

unsuitable for our Program, including if it:

2.1.1. Promotes sexually explicit materials 

2.1.2. Promotes violence 

2.1.3. Promotes discrimination based on race, sex, religion, nationality,

disability, sexual orientation, or age

2.1.4. Promotes illegal activities 

2.1.5. Incorporates any materials which infringe or assist others to infringe

on any copyright, trademark or other intellectual property rights or to violate

the law 

2.1.6. Includes "Merchant" or variations or misspellings thereof in

its domain name 

2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory,

obscene, harassing, or racially, ethnically or otherwise objectionable to us in

our sole discretion. 

2.1.8. Contains software downloads that potentially enable diversions of

commission from other affiliates in our program. 

2.1.9. You may not create or design your website or any other website that you

operate, explicitly or implied in a manner which resembles our website nor

design your website in a manner which leads customers to believe you are Blackdogled.com

or any other affiliated business.

2.2. As a member of Blackdogled.com's Affiliate Program, you

will have access to Affiliate Account Manager. Here you will be able to review

our Program’s details and previously-published affiliate newsletters, download

HTML code (that provides for links to web pages within the Blackdogled.com web

site) and banner creatives, browse and get tracking codes for our coupons and

deals. In order for us to accurately keep track of all guest visits from your

site to ours, you must use the HTML code that we provide for each banner, text

link, or other affiliate link we provide you with.

2.3. Blackdogled.com reserves the right, at any time, to

review your placement and approve the use of Your Links and require that you

change the placement or use to comply with the guidelines provided to you.

2.4. The maintenance and the updating of your site will be

your responsibility. We may monitor your site as we feel necessary to make sure

that it is up-to-date and to notify you of any changes that we feel should

enhance your performance.

2.5. It is entirely your responsibility to follow all

applicable intellectual property and other laws that pertain to your site. You

must have express permission to use any person's copyrighted material, whether

it be a writing, an image, or any other copyrightable work. We will not be

responsible (and you will be solely responsible) if you use another person's

copyrighted material or other intellectual property in violation of the law or

any third party rights.

3. Blackdogled.com Rights and Obligations

3.1. We have the right to monitor your site at any time to

determine if you are following the terms and conditions of this Agreement. We

may notify you of any changes to your site that we feel should be made, or to

make sure that your links to our web site are appropriate and to notify further

you of any changes that we feel should be made. If you do not make the changes

to your site that we feel are necessary, we reserve the right to terminate your

participation in the Blackdogled.com Affiliate Program.

3.2. Blackdogled.com reserves the right to terminate this

Agreement and your participation in the Blackdogled.com Affiliate Program

immediately and without notice to you should you commit fraud in your use of

the Blackdogled.com Affiliate Program or should you abuse this program in any

way. If such fraud or abuse is detected, Blackdogled.com shall not be liable to

you for any commissions for such fraudulent sales.

3.3. This Agreement will begin upon our acceptance of your

Affiliate application, and will continue unless terminated hereunder.

4. Termination

Either you or we may end this Agreement AT ANY TIME, with or

without cause, by giving the other party written notice. Written notice can be

in the form of mail, email or fax. In addition, this Agreement will terminate

immediately upon any breach of this Agreement by you.

5. Modification

We may modify any of the terms and conditions in this

Agreement at any time at our sole discretion. In such event, you will be

notified by email. Modifications may include, but are not limited to, changes

in the payment procedures and Blackdogled.com's Affiliate Program rules. If any

modification is unacceptable to you, your only option is to end this Agreement.

Your continued participation in Blackdogled.com's Affiliate Program following

the posting of the change notice or new Agreement on our site will indicate

your agreement to the changes

6. Payment

Blackdogled.com uses a third party to handle all of the

tracking and payment. The third party is the Affiliatly.com affiliate network.

Kindly review the network’s payment terms and conditions.

7. Access to Affiliate Account Interface

You will create a password so that you may enter Affiliatly’s

secure affiliate account interface. From their site you will be able to receive

your reports that will describe our calculation of the commissions due to you.

8. Promotion Restrictions

8.1. You are free to promote your own web sites, but

naturally any promotion that mentions Blackdogled.com could be perceived by the

public or the press as a joint effort. You should know that certain forms of

advertising are always prohibited by Blackdogled.com. For example, advertising

commonly referred to as "spamming" is unacceptable to us and could

cause damage to our name. Other generally prohibited forms of advertising

include the use of unsolicited commercial email (UCE), postings to

non-commercial newsgroups and cross-posting to multiple newsgroups at once. In

addition, you may not advertise in any way that effectively conceals or

misrepresents your identity, your domain name, or your return email address.

You may use mailings to customers to promote Blackdogled.com so long as the

recipient is already a customer or subscriber of your services or web site, and

recipients have the option to remove themselves from future mailings. Also, you

may post to newsgroups to promote Blackdogled.com so long as the news group

specifically welcomes commercial messages. At all times, you must clearly

represent yourself and your web sites as independent from Blackdogled.com. If

it comes to our attention that you are spamming, we will consider that cause

for immediate termination of this Agreement and your participation in the Blackdogled.com

Affiliate Program. Any pending balances owed to you will not be paid if your

account is terminated due to such unacceptable advertising or solicitation.

8.2. Affiliates that among other keywords or exclusively bid

in their Pay-Per-Click campaigns on keywords such as Blackdogled.com, Black Dog

LED, href@@http://www.blackdogled@/@@_blank@@href@@href, href@@http://www.Blackdogled.com@/@@_blank@@href@@href, and/or any misspellings or similar

alterations of these – be it separately or in combination with other keywords –

and do not direct the traffic from such campaigns to their own website prior to

re-directing it to ours, will be considered trademark violators, and will be

banned from Merchant’s Affiliate Program. We will do everything possible to

contact the affiliate prior to the ban. However, we reserve the right to expel

any trademark violator from our affiliate program without prior notice, and on

the first occurrence of such PPC bidding behavior.

8.3. Affiliates are not prohibited from keying in prospect’s

information into the lead form as long as the prospects’ information is real

and true, and these are valid leads (i.e. sincerely interested in Merchant’s

service).

8.4. Affiliate shall not transmit any so-called

“interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance

Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or

“deceptive pop-ups and/or pop-unders” to consumers from the time the consumer

clicks on a qualifying link until such time as the consumer has fully exited

Merchant’s site (i.e., no page from our site or any Blackdogled.com’s content

or branding is visible on the end-user’s screen). As used herein a.

“Parasiteware™” and “Parasitic Marketing” shall mean an application that (a)

through accidental or direct intent causes the overwriting of affiliate and non

affiliate commission tracking cookies through any other means than a customer

initiated click on a qualifying link on a web page or email; (b) intercepts

searches to redirect traffic through an installed software, thereby causing,

pop ups, commission tracking cookies to be put in place or other commission

tracking cookies to be overwritten where a user would under normal

circumstances have arrived at the same destination through the results given by

the search (search engines being, but not limited to, Google, MSN, Yahoo,

Overture, AltaVista, Hotbot and similar search or directory engines); (c) set

commission tracking cookies through loading of Merchant site in . s, hidden

links and automatic pop ups that open Blackdogled.com’s site; (d) targets text

on web sites, other than those web sites 100% owned by the application owner,

for the purpose of contextual marketing; (e) removes, replaces or blocks the

visibility of Affiliate banners with any other banners, other than those that

are on web sites 100% owned by the owner of the application.

9. Grant of Licenses

9.1. We grant to you a non-exclusive, non-transferable,

revocable right to (i) access our site through HTML links solely in accordance

with the terms of this Agreement and (ii) solely in connection with such links,

to use our logos, trade names, trademarks, and similar identifying material (collectively,

the "Licensed Materials") that we provide to you or authorize for

such purpose. You are only entitled to use the Licensed Materials to the extent

that you are a member in good standing of Blackdogled.com's Affiliate Program.

You agree that all uses of the Licensed Materials will be on behalf of Blackdogled.com

and the good will associated therewith will inure to the sole benefit of Blackdogled.com.

9.2. Each party agrees not to use the other's proprietary

materials in any manner that is disparaging, misleading, obscene or that

otherwise portrays the party in a negative light. Each party reserves all of

its respective rights in the proprietary materials covered by this license.

Other than the license granted in this Agreement, each party retains all right,

title, and interest to its respective rights and no right, title, or interest

is transferred to the other.

10. Disclaimer

BLACKDOGLED.COM MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS

OR WARRANTIES REGARDING BLACKDOGLED.COM SERVICE AND WEB SITE OR THE PRODUCTS OR

SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF BLACKDOGLED.COM ABILITY,

FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED

AND EXCLUDED. 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.

11. Representations and Warranties

You represent and warrant that:

11.1. This Agreement has been duly and validly executed and

delivered by you and constitutes your legal, valid, and binding obligation,

enforceable against you in accordance with its terms;

11.2. You have the full right, power, and authority to enter

into and be bound by the terms and conditions of this Agreement and to perform

your obligations under this Agreement, without the approval or consent of any

other party;

11.3. You have sufficient right, title, and interest in and

to the rights granted to us in this Agreement.

12. Limitations of Liability

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT

MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY

OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,

SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR

GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED

OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE

CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL BLACKDOGLED.COM'S

CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT,

WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR

EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS

AGREEMENT.

13. Indemnification

You hereby agree to indemnify and hold harmless Blackdogled.com,

and its subsidiaries and affiliates, and their directors, officers, employees,

agents, shareholders, partners, members, and other owners, against any and all

claims, actions, demands, liabilities, losses, damages, judgments, settlements,

costs, and expenses (including reasonable attorneys' fees) (any or all of the

foregoing hereinafter referred to as "Losses") insofar as such Losses

(or actions in respect thereof) arise out of or are based on (i) any claim that

our use of the 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 herein, or (iii) any

claim related to your site, including, without limitation, content therein not

attributable to us.

14. Confidentiality

All confidential information, including, but not limited to,

any business, technical, financial, and customer information, disclosed by one

party to the other during negotiation or the effective term of this Agreement

which is marked "Confidential," will remain the sole property of the

disclosing party, and each party will keep in confidence and not use or

disclose such proprietary information of the other party without express

written permission of the disclosing party.

15. Miscellaneous

15.1. You agree that you are an independent contractor, and

nothing in this Agreement will create any partnership, joint venture, agency,

franchise, sales representative, or employment relationship between you and Blackdogled.com.

You will have no authority to make or accept any offers or representations on

our behalf. You will not make any statement, whether on Your Site or any other

of Your Site or otherwise, that reasonably would contradict anything in this

Section.

15.2. Neither party may assign its rights or obligations

under this Agreement to any party, except to a party who obtains all or

substantially all of the business or assets of a third party.

15.3. This Agreement shall be governed by and interpreted in

accordance with the laws of the State of New York without regard to the

conflicts of laws and principles thereof.

15.4. You may not amend or waive any provision of this

Agreement unless in writing and signed by both parties.

15.5. This Agreement represents the entire agreement between

us and you, and shall supersede all prior agreements and communications of the

parties, oral or written.

15.6. The headings and titles contained in this Agreement

are included for convenience only, and shall not limit or otherwise affect the

terms of this Agreement.

15.7. If any provision of this Agreement is held to be

invalid or unenforceable, that provision shall be eliminated or limited to the

minimum extent necessary such that the intent of the parties is effectuated,

and the remainder of this agreement shall have full force and effect.