This Agreement sets forth the complete terms and conditions that apply to participation in Ivysport’s Affiliate Program.

1. Program Enrollment

Potential Ivysport Affiliates must submit a completed Affiliate Program Application. By submitting a Program Application, you agree to the terms and conditions set forth in this Agreement.

We will evaluate your Application and will notify you of its acceptance or rejection. We may reject your application if we determine, in our sole discretion, that your site is not suitable for our Program. Unsuitable sites include, but are not limited to: sites that are pornographic or promote sexually explicit materials, violence or illegal activities; sites that promote, condone or in any way encourage discrimination based on age, race, sex, marital status, sexual orientation, religion, nation origin or disability; and sites that infringe on intellectual property and/or trademark rights. Participation also is limited to parties that can lawfully enter into contracts under applicable law.

Should your Application be rejected, you may reapply; however, you may not link to our site until your Application is approved. Should your Application be accepted and your website later deemed unsuitable, in our sole discretion, we may terminate the Agreement.

2. Links on Your Site

If approved for participation in the Program, we will notify you by email and will instruct you on how to create links to our site from your site. You will create one or more of the following types of special links, which will include special tags to track your referrals:

Product Links: You may select one or more products on our site to list on your site. A product is any individual product listed for sale on our site. To identify a product when browsing our site, you will notice "product-product_id/x" in the URL. For each selected product, you will display on your site a short description, review or other reference, with a special link from each product on your site to our site. You will be responsible for the content, style and placement of these references. You may add or delete products from your site at any time without our approval.

Category Links: You may select one or more product categories on our site to list on your site. A product category is any group of products listed on our site. To identify a product when browsing our site, you will notice "category-category_id/x" in the URL. For each selected roduct category, you will display on your site a short description, review or other reference, with a special link from each product category on your site to our site. You will be responsible for the content, style, and placement of these references. You may add or delete product categories from your site at any time without our approval.

General Link to Ivysport’s Home Page (www.ivysport.com): You may provide a general link on your site to the home page of Ivysport.com.

You may provide as many special links to our site from your site as you wish. Sales commissions are paid based on tracking from these special links. We are not in any way responsible or liable for the payment of commissions for sales referrals not made through the special links developed on our site.

By participating in the Agreement, you consent to our sending you email updates from time to time, and you acknowledge and agree that you will NOT: (a) use the names Ivysport, Ivy League, or the Ivy member school names, their trademarks, logos, copyrights or service marks, except as expressly authorized in this Agreement; (b) use the names Ivysport, or any variation thereof, in any meta tags, hidden text or source code on your web site, or in any part of your URL; (c) seek to purchase or register any keywords, search terms or other identifiers that include the names Ivysport, or any variation thereof; (d) use any data, images, text, or other information obtained by you from us except in a lawful manner and only in accordance with the terms of this Agreement; (e) use unauthorized links or coupon codes not specifically given to you, or generated by this Program, for use in this Program; or (f) use any of our web site content in a manner intended to send sales to any site other than Ivysport.com.

3. Order Processing

We will process and track product orders placed by customers who follow special links from your site to Ivysport.com. To permit accurate tracking, reporting, and fee accrual, you must ensure that the special links between your site and ours are properly formatted, and we will not be responsible for payment of sales commissions for orders not tracked through the special links.

We will be responsible for all aspects of order processing and fulfillment, including process order forms, payments, cancellations and returns, and we will handle customer service. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will publish and make available to you on line reports summarizing sales activity related to your participation in the Program. The form, content, and frequency of the reports may vary from time to time in our discretion.

4. Commissions

We will pay you commissions by check for referrals on product sales to third parties. For a product sale to be eligible to earn a commission, the customer must click-through a special link, specified by us, from your site or email to our web site, and purchase the product using our automated ordering system, remit full payment to us and accept delivery of the product at the address specified when placing the order. We will also pay commissions for the first purchase made up to thirty (30) days after the initial referral from the special link on your site, even if the customer returns directly to our site. Orders adjusted by customer service or placed by telephone are not tracked and do not qualify for commissions. Further, we will not pay referral fees on any products that are added to a customer's shopping cart after the customer has reentered the site after (30) days (other than through a special link from your site), even if the customer previously followed a link from your site to our site.

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, and you may not attempt to circumvent the referral fee schedule or artificially increase your referral fees.

5. Commission Schedule and Payment

For products sold during sessions initiated through special links on your site during each calendar quarter, you will earn commissions of 10% on all net sales. Net sales are defined as gross sales and exclude amounts collected by us for sales taxes, duties, gift-wrapping, shipping, handling, and similar charges, amounts due to credit card fraud and bad debt, and credits for returned goods ("Net Sales").

We will pay you referral fees on a quarterly basis based on Net Sales received by us (less any taxes required to be withheld under applicable law). We will send you your referral fees within approximately 45 days after the end of each calendar quarter. If during any calendar quarter, commission fees do not exceed thirty dollars ($30.00), the commission fees earned during that calendar quarter will be accrued and added to the commission fees earned in subsequent calendar quarters. Payment will be made in the first calendar quarter in which the total amount due is greater than $30.00. If a product that generated a referral fee is returned by the customer, we will deduct the corresponding fee from your next quarterly payment. If there is no subsequent payment, we will send you a bill for the fee. Product categories and commission rates may be modified by us at any time. Checks are mailed to the contact indicated on the Affiliate Application.

6. Policies and Pricing

Customers who buy products through this Program will be deemed to be customers of Ivysport, and all of our standard policies and operating procedures concerning customer orders, service and product sales will apply to those customers. We may change our policies and procedures, including our pricing policies, at any time. Product availability may likewise vary from time to time and we cannot guarantee the availability or price of any particular product.

7. Identifying Yourself as Our Associate

We will provide you a graphic image that identifies your site as an Ivysport. You must display this logo or the phrase "In association with Ivysport" somewhere on your site. We may modify the text or graphic image of this notice from time to time, and you are responsible for updating the text or image on your site.

You may not in any manner misrepresent or embellish our relationship with 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.

8. Limited License

If your web site is approved for participation in the Program, you will receive email notification and we shall grant you a non-exclusive, revocable license, effective for the duration of the term of this Agreement, solely for the purpose of facilitating referrals from your site to ours. We allow you to use the graphic image and text we provide solely for the purpose of identifying your site as a Program Affiliate. We will not grant you any rights in any intellectual property, link formats, technical specifications, guidelines or graphical artwork, or with respect to the Ivysport.com domain name, service marks or trademarks.

9. Operation of Your Site

You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site, including, for example, the following: (a) the technical operation of your site and all related equipment; (b) creating and posting product descriptions on your site and linking those descriptions our site using the special links provided under this Agreement; (c) the accuracy and appropriateness of materials posted on your site; (d) ensuring that materials posted on your site are not libelous or otherwise illegal; and (e) ensuring that materials posted on your site do not violate or infringe upon the rights of any third party. You also agree you will comply with all relevant laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you.

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

10. Agreement Term

This Agreement will begin upon our approval of your Program Application and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon termination, you will promptly remove from your site all links to our site and all of our trademarks, service marks and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. Sales commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. In this connection, we may withhold your final payment for a reasonable time, determined by us, to ensure that the correct amount is paid.

11. Modification of Agreement

We may modify the terms and conditions contained in this Agreement at any time and in our sole discretion by posting a change notice or a new agreement on our site. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

12. Parties are Independent Contractors

All parties to this Agreement are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us and the Affiliate. 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 otherwise, that reasonably would contradict anything in this Section.

13. Limitation of Liability

Our 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. We will not be liable for any special, indirect or consequential damages, such as any loss of Ivysport, profits, or data, arising in connection with this Agreement.

14. Disclaimers

We make no express or implied warranties or representations with respect to the Program or any products sold through or by us through the Program, and 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 such interruptions or errors.

15. Agreement to Terms

BY PARTICIPATING IN OUR AFFILIATE PROGRAM YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. WE MAY AT ANY TIME 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.

16. Arbitration

Any dispute arising under or relating in any way to this Agreement shall be submitted to confidential arbitration in Orange County, CA, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in California, and you consent to non-exclusive jurisdiction and venue in such courts, or any other court of competent jurisdiction. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

17. Assignment

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. Enforcement

This Agreement will be governed by the laws of the California without reference to rules governing choice of laws. 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 provision or any other provision of this Agreement.

Ivysport’s Email Compliance Agreement

Ivysport’'s Email Compliance Agreement ("Email Agreement") is made and entered by and between Ivysport, Inc., ("Ivysport" or "we"), a Delaware Corporation, with its principal place of business at 3320 MacArthur Blvd., Santa Ana CA 92704, and you, the affiliate ("you" or "Affiliate"), and contains an addendum to the Ivysport Affiliate Operating Agreement, consisting of the terms and conditions that apply to your participation in the Ivysport Affiliate Program.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Affiliate agrees to comply with the requirements of the CAN-SPAM Act of 2003 (the "Act") in its distribution of email that contains messaging regarding Ivysport. More specifically, email that meets this criteria:

• May only be sent to recipients who have expressly agreed directly with Affiliate, in advance, to receive such communications from Affiliate.
• Must clearly and conspicuously identify that the message is an advertisement or solicitation, unless recipient has given prior affirmative consent to receipt of the message. Affirmative consent means that the recipient expressly consented to receive the message either in response to a clear and conspicuous request for such consent or at the recipient's own initiative;
• Must clearly and conspicuously notify the recipient of the opportunity to decline to receive further commercial email from Affiliate;
• Must provide a valid physical postal address of Affiliate;
• Must provide a functioning return email address or other Internet-based mechanism, clearly and conspicuously displayed, that a recipient may use to submit, in a manner specified in the commercial email, a reply email or other Internet-based mechanism a request not to receive future commercial email from Affiliate. The return address or Internet-based mechanism must be capable of receiving such messages for at least thirty (30) days after the transmission of the original message. Affiliate may not send subsequent commercial emails more than ten (10) business days after the recipient's request not to receive further emails has been received (unless there is a subsequent affirmative consent by the recipient to receive such emails.) Once Affiliate receives such a request, Affiliate may not sell, lease, exchange or otherwise transfer or release the email address of the recipient.
• May not contain materially false or materially misleading header information, or deceptive subject heading.
• May not contain sexually oriented material.

In addition, before distribution of email that contains messaging regarding Ivysport, Affiliate agrees (1) to send the email addresses of all intended recipients of such email to Ivysport, or a third-party designated by Ivysport, so that Ivysport may identify those individuals who have notified Ivysport that they do not want to receive emails from or about Ivysport, and (2) to suppress the email addresses of those individuals, as identified by Ivysport.

Affiliate may not initiate or assist in the transmission of commercial email using an email address: (1) that was collected through automated means, from a third party web site in violation of that third party's posted privacy policy, or (2) that was generated through automated means by combining names, letters or numbers into numerous permutations. Affiliate may not conduct fraudulent activities related to electronic mail, including but not limited to the material falsification of header or transmission information, the unauthorized use of someone else's computer to send bulk commercial email, and the registration of an email account that materially falsifies the identity of the actual registrant.

Upon Ivysport's request, Affiliate shall provide Ivysport with documentation demonstrating that the recipients consented to receive the email at issue. In the event of a breach of this Email Agreement by Affiliate and/or a third party or licensee and, in addition to all other remedies available to it, Ivysport shall have the right to refuse to make payments to Affiliate as a result of Affiliate's efforts promoting Ivysport, where those cannot be verified by Affiliate as having complied with the terms and conditions of this Email Agreement.

Affiliate agrees to indemnify, defend and hold Ivysport harmless from any cost, expense or liability arising out of any breach or alleged breach of the obligations contained in this Email Agreement. All terms and conditions of the Ivysport Affiliate Operating Agreement remain in full force and effect.

Agreement to Terms

BY PARTICIPATING IN OUR AFFILIATE PROGRAM YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. WE MAY AT ANY TIME 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.