NYCwebStore Affiliate Agreement

   This Agreement contains the entire terms and conditions that apply to your participation in the NYCwebStore Affiliate Program (the "Program") between your website and NYCwebStore.com. ("NYCws"). To enroll in our Program, you need to complete and submit the online application. We will evaluate your application and notify you of your acceptance or rejection. If we reject your application, you are welcome to re-apply to the Program at any time.

   Once you have been notified that your site has been accepted into the Program, you will be able to log into our Member Administration Console where you can build links from your website to NYCws with the provided banners, text and product links which are served by us and contain special links which accurately track views, clicks and of course sales between your site and NYCws. You must ensure that all links between your site and NYCws properly utilizes such trackable link format.

   We will process product orders placed by customers who follow links from your site to our site. We reserve the right to reject orders that do not comply with any requirements that we may establish. We will be responsible for all aspects of order-processing and fulfillment. We will track sales made to customers who purchase products using links from your site to our site and will make available to you reports summarizing this sales activity.

   We will pay you referral fees on sales to third parties. For a product sale to be eligible to earn a referral fee, the customer must follow the link from your site to NYCws, select and purchase the product using the NYCws automated ordering system, accept delivery of the product at the shipping destination, and remit full payment to us.

   You may not purchase products during sessions initiated through the links on your site for resale or commercial use of any kind. This includes orders for customers or on behalf of customers. Such purchases may result (in NYCws sole discretion) in the withholding of referral fees or the termination of this Agreement.

   You will earn 10% referral fees for "qualifying sales" (sales derived by NYCws, excluding costs for shipping, handling and taxes) by customers that arrived at NYCws through your website via a valid trackable link. A bonus 1.5% referral fee will be applied when qualifying sales pass $5,000 in any calendar quarter.

   NYCws will pay your 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 by you through NYCws sales of merchandise shipped during that quarter.

   However, if the referral fees payable to you for any calendar quarter are less than $50.00, we will hold those referral fees until the total amount due is at least $50.00 or (if earlier) until this Agreement is terminated. If the customer returns a product that generated a referral fee, we will deduct the corresponding referral fee from your next quarterly payment. If there is no subsequent payment, we will send you a bill for the referral fee.

   Customers who buy products through this Program will be deemed to be customers of NYCws. Accordingly, NYCws’s product sales rules will apply to those customers. We may change NYCws 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 BNY own pricing policies. Product prices and availability may vary from time to time. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

   You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. Further, you will indemnify and hold us harmless from all claims, damages, and expenses relating to the development, operation, maintenance, and contents of your site.

   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. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and any NYCws materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are only eligible to earn referral fees on our sales of Qualifying Products occurring during the term, and referral fees earned through 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.

   You and NYCws 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.

   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 this Agreement.

   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). 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.

   The laws of the United States and the state of New York will govern this Agreement 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 New York, 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 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.