ReadySetHome.com Affiliate Program Terms and Conditions 1) Term of the Agreements: The term of this Agreement will begin upon our acceptance of your Affiliate 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. THIS IS A BINDING LEGAL AGREEMENT BETWEEN YOU AND INTERACTIVE FURNITURE SOLUTIONS, INC., ("READYSETHOME.COM"). BY CLICKING ON THE "SUBMIT" BUTTON AT THE END OF THE AFFILIATE PROGRAM ONLINE APPLICATION, YOU (IF YOU ARE ACTING ON BEHALF OF YOURSELF AS AN INDIVIDUAL) OR YOUR COMPANY (IF YOU ARE ACTING ON BEHALF OF YOUR COMPANY) (THE "PARTICIPANT") AGREE(S) TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY BEFORE ACCEPTING ITS TERMS. 2) Enrollment in the Program. To begin the enrollment process, submit a completed Affiliate Program Application via our web 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 Affiliate Program for any reason, including, but not limited to, if your site incorporates images or content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable, such as sites that facilitate illegal activity, depict sexually explicit images; promote violence; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promote illegal activities or incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights (collectively "Content Restrictions"). 3) Utilizing Our Links on Your Site. As an Interactive Furniture Solutions, Inc. affiliated site, we will make available to you banner advertisements, button links to our site and/or a text links to our site, containing Readysethome.com logos and words identifying Readysethome.com (each of these links sometimes being referred to herein as "Links," or individually as a "Link"), which subject to the terms and conditions hereof, you may display on your site. In utilizing the Links, you agree that you will cooperate fully with us in order to establish and maintain such Links or Links. All Affiliate Sites shall display such graphic images prominently throughout your site as you see fit and with our consent. A Link may only be modified and/or expanded with our consent. Each Link connecting users of your site to our site, will in no way alter the look, feel or functionality of our site. We have the right in our sole discretion to monitor your site at any time and from time to time to determine if you are in compliance with the terms of this Agreement. 4) Order Processing We will be responsible for providing all information necessary to allow you to make appropriate Links from your site to our site. We will process orders placed by customers who follow the Links from your site to the Readysethome.com site and make purchases using tracking codes specific to your web site. We reserve the right to reject orders that do not comply with certain requirements, which we may establish periodically. We will be solely responsible for all aspects of order processing and fulfillment, including order entry, payment processing, shipping, cancellations, returns and related customer service. We will track the volume and amount of sales generated by your site and will make unaudited reports, summarizing this sales activity, available to you through our online tracking systems. 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 Links between your site and our site are properly formatted and the tracking codes assigned to you are always contained in your links to us. 5) Commissions We will pay you a base commission equal to three (3%) percent, (the "Commission Rate") of the Net Sales to us by users of your site who purchase utilizing the Links between our site and your site, excluding amounts collected that include any fraud, bad debt, sales tax, cancellations, shipping/restocking charges ("Net Sales"). Commissions will only be paid on sales delivered to the customer in acceptable condition. The Commission Rate is subject to change at any time or from time to time, in our sole and absolute discretion. You will be notified of any change in the Commission Rate. Net Sales will also be reduced for amounts due to credit card fraud, bad debts and credits for returned goods. Only products that are sold by us (to users of your site through Links to our site), shipped to a customer and for which we have received full payment will qualify for a commission. For a sale to generate a commission, the customer must follow the Link from your site to our site, purchase the product or products in, accept delivery of the item at the shipping destination and remit full payment to us. 6) Commission Payment We will pay you commissions on a monthly basis. Approximately 15 days following the end of each month, we will send you a check for the commissions earned on products during that month, less any taxes that we are required by law to withhold. However, if the commissions payable to you for any month are less than $50.00 (the "Commission Payment Threshold"), we will hold those commissions until the total amount due is at least equal to the Commission Payment Threshold. The Commission Payment Threshold is subject to change at any time or from time to time, in our sole and absolute discretion. You will be notified of any change in the Commission Payment Threshold. Readysethome.com retains the option of reviewing all commissions prior to disbursing funds to you. This process may require a period of approximately thirty (30) days. Readysethome.com also retains the right to review all commissions for possible fraud, including but not limited to the use of software that generates real and fictitious email addresses for newsletter and other subscriptions. Any incidence of fraud constitutes a breach of this Agreement and Readysethome.com retains full authority to terminate the contract immediately. 7) Policies and Pricing Customers who buy products through the Affiliate Program will be deemed to be customers of Readysethome.com. Accordingly, all Readysethome.com Ordering Terms and Conditions, rules, policies, and operating procedures concerning customer orders, customer service, and 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 items of products sold under the Affiliate Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect items that you already have listed on your site, you may not include price information in your descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular item or product. 8) Nonexclusive Limited License and Use of Readysethome.com Logos and Trademarks We grant you a nonexclusive, non-transferable, revocable right to (i) access our site through 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 "Licensed Materials"), solely for the purpose of selling products on your site for Readysethome.com. You may not alter, modify or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials to the extent you are a member, in good standing, of the Affiliate Program. You shall not make any specific use of any Licensed Materials for purposes other than selling products for Readysethome.com without first submitting a sample of such use to us and obtaining our prior written consent. You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays Readysethome.com in a negative light. We reserve all of our rights in the Licensed Materials, and all other intellectual property rights. We may revoke your license at any time by giving you notice in writing. You shall obtain no rights in and to the Licensed Materials. You shall not create, publish, distribute or permit any written material that makes reference to us, without first submitting such material to us and receiving our written consent. This license shall terminate upon the effective date of the expiration or termination of this Agreement. 9) Nonexclusive Limited License and Use of Affiliates Logos and Trademarks You grant us a nonexclusive license to utilize your names, titles and logos, trademarks (collectively the "Affiliate Trademarks"), to advertise, market, promote and publicize in any manner our rights hereunder. Notwithstanding anything herein to the contrary, we shall not be required to so advertise, market, promote or publicize. You hereby represent and warrant that you are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to us the license to use same in the manner contemplated herein, and such grant does not or will not (i) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon you, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity. This license shall terminate upon the effective date of the expiration or termination of this Agreement. 10) 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. We shall have no responsibility for the development, operation and maintenance of your site and for all materials that appear on your site. You shall also be responsible 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 ensuring that materials posted on your site are not libelous or otherwise illegal. You must have express permission to use another party's copyrighted or other proprietary material. We will not be responsible if you use another party's copyrighted or other proprietary material in violation of the law. We disclaim all liability for such matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees and expert witness fees) relating to the development, operation, maintenance, and contents of your site. 11) 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 this 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. 12) Relationship of Parties You and Readysethome.com 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. 13) 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. 14) Miscellaneous This Agreement will be governed by the laws of the United States and the State of Missouri, 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 Springfield, Missouri, 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.