This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the HotHotHot.com Affiliate Program (the "Program"). As used in this Agreement, "we" means HotHotHot.com, dba HotHotHot.com, "you" means the applicant, and "Product" means any item or items offered for sale in the HotHotHot.com catalog. "Site" means a World Wide Web site and, depending on the context, refers either to HotHotHot.com's site or to the site that you will link to our site.

To begin the enrollment process, you will submit a complete Program application via our site. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include, for example, sites that:

• promote sexually explicit materials;
• promote violence;
• promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
• promote illegal activities; or
• violate intellectual property rights.

If we reject your application, you are welcome to re-apply to the Program at any time.

Order Processing

We will process Product orders placed by customers who follow the special link from your site to HotHotHot.com. 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 and fulfillment. Among other things, we will prepare order forms, process payments, cancellations and returns and will handle customer service. We will track sales made to customers who purchase Product using special links from your site to our catalog and will send you reports summarizing this sales activity. The form, content and frequency of the reports may vary from time to time in our discretion. To permit accurate tracking, reporting and fee accrual, you must ensure that the special links between your site and our site are properly formatted.

Referral Fees

We will pay you referral fees on certain Product sales to third parties. For a Product sale to generate a referral fee, the customer must follow a special link from your site to our site, purchase Product using our automated ordering system, accept delivery of the Product at the shipping destination and remit full payment to us. The referral fee is paid for all Product purchased by each unique customer following the special link from your Site to HotHotHot.com. The Program is intended for commercial use only, and you may not purchase Product through the Program for your own use. Such purchases may result (in our sole discretion) in the withholding of referral fees or the termination of this Agreement.

Fee Schedule

You will earn referral fees based on the sale price of qualifying Product, according to fee schedules to be established by us from time to time. Sale price means the sale price listed in our catalog and excludes shipping, handling, gift wrapping and taxes. The current fee schedule is:

• 5% for Product that, on the date of order, is listed in our catalog.

Fee Payment

We will pay you referral fees on a quarterly basis. Approximately 30 days following the end of each calendar quarter, we will send you a check for the referral fees earned on Product that was shipped 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 $50, we will send you a check semi-annually. If 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.

Policies and Pricing

Customers who buy Product through this Program will be deemed to be customers of HotHotHot.com. Accordingly, all HotHotHot.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 Product sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time.

Limited License

We grant you a non-exclusive, revocable right to use the icon and message described in Section 8, and such other images for which we grant express permission, solely for the purpose of identifying your site as a Program participant. You may not modify the icon, the message or any of our images in any way. We reserve all of our rights in the icon, the message, any other images, our trade names and trademarks and all other intellectual property rights. We may revoke your license at any time, by giving you written notice.

Responsibility for 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. 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 our catalog;
• the accuracy and appropriateness of materials posted on your site (including, among other things, all Product-related materials);
• for ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy or other personal or proprietary rights); and
• for ensuring that materials posted on your site are not libelous or otherwise illegal.

We disclaim all liability for these matters. Further, you will 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.

Term of the Agreements

The term of this Agreement will begin upon our acceptance of your Program application 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. You are only eligible to earn referral fees on sales occurring during the term, and fees earned through the date of termination will remain payable only if the related Product orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

Modification

We may modify any of 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. Modifications may include, for example, changes in the scope of available referral 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 A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

Relationship of Parties

You and we 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. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

Limitation of Liability

We will not be liable for indirect, special or consequential damages, or any loss of 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 referral fees paid or payable to you under to this Agreement.

Disclaimers

We make no express or implied warranties or representations with respect to the Program or any Product 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). 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.

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 PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

Miscellaneous

This Agreement will be governed by the laws of the United States and the State of California, 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 Los Angeles, California, and you irrevocably consent to the jurisdiction of such courts. 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. 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.