This Agreement contains the complete terms and conditions between A.D.D. Warehouse, and the individual or organization (the "Affiliate") participating in the A.D.D Warehouse Affiliate Program.

In this Agreement, "we" and "us" means A.D.D. Warehouse, and "you" means the Affiliate participating in the A.D.D. Warehouse Affiliate Program. "addwarehouse.com" or "Our Site" means the web site located at http://www.addwarehouse.com, and "Your Site" means the web site upon which you establish the Links to Our Site as part of the A.D.D. Warehouse Affiliate Program.

1. Enrollment in the Affiliate Program

To begin the enrollment process, you will submit a complete A.D.D. Warehouse Affiliate Program Application via our site. We will evaluate your application in good faith and will notify you of your acceptance or rejection in a timely manner. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the A.D.D. Warehouse Affiliate Program for any reason, including, but not limited to, inclusion of content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable.

If we reject your application, you are welcome to reapply to the A.D.D. Warehouse Affiliate Program at any time.

2. Non-exclusive Agreement. This agreement does not prevent an Affiliate from selling/fulfilling its own proprietary published titles on its site or from accepting paid advertising from other booksellers.

3. Promotion of Our Affiliate Relationship

a. As an Affiliate, we will make available to you (via addwarehouse.com) a variety of graphic and textual links (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 as often and in as many areas on your site as you desire. The Links will serve to identify your site as a member of our A.D.D. Warehouse Affiliate Program and will establish a link from your site to ours.

b. In utilizing the links, you agree that you will cooperate fully with us in order to establish and maintain such links and/or bookstore, as the case may be. You also agree that you will display in your site only those graphic or textual images (indicating a Link) that are provided by us, and you will substitute such images with any new images provided by us from time to time throughout the term of this Agreement. All Affiliates shall display such graphic and/or textual images prominently in relevant sections of their site. All links may be modified and/or expanded from time to time throughout the term of this Agreement pursuant to the mutual agreement of the parties hereto. Each link connecting users of your site to the pertinent area of our site will in no way alter the look, feel, or functionality of our site.

4. Our Responsibilities

We will be responsible for providing all information necessary to allow you to make appropriate links from your site to our site. We will be solely responsible for processing every order placed by a customer following a special link from your site, for tracking the volume and amount of sales generated by your site, and for providing information to Affiliates regarding sales statistics. Also, we will be responsible for credit card authorizations, payment processing, cancellations, returns, and related customer service for the A.D.D. Warehouse, it being understood that such activities shall be for our account.

5. Other Responsibilities and Opportunities of Affiliate Sites

a. If you qualify and agree to participate as an Affiliate, you shall display links prominently throughout your site as you see fit and with our consent. Links to addwarehouse.com must be placed on your site within ten days of receiving affiliate approval.

b. Contests and Promotions: As an Affiliate, you will be entitled to participate and promote on your site any sweepstakes, contests, and special promotions we may offer, and in connection therewith, we shall make such contests and promotions available to users of your site. In addition, you will be entitled to earn commissions as set forth in sections 6 and 7 below.

c. Compliance with the Agreement: 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.

6. Commission Determination

a. Only A.D.D. Warehouse Products that are (i) sold by us, (ii) purchased by users linking to our site from your site pursuant to a Link ("Linked Users"), (iii) shipped by us, and (iv) for which we have received full payment will qualify for a commission (each, a "Qualifying Purchase"). Commission rates will be based on the aggregate amount actually paid to us for Qualifying Purchases of the A.D.D. Warehouse products, excluding 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"). All available items on our site will be included in the computation of Net Sales, regardless of whether the item is a "fast delivery" or "special order" item. Commission rates are as follows:

b. Books, Videos, and Training Products:

i. Commission rates on books will be equal to seven and one-half percent (7.5%) of Net Sales for Qualifying Purchases of books.

ii. In the event that during any term year Net Sales for Qualifying Purchases of books exceed twenty thousand dollars ($20,000), the fee will be increased to ten percent (10%) of Net Sales for Qualifying Purchases of books.

iii. To the extent that any amounts paid to you by us for books during such term year were calculated and paid based on a lower fee than you are entitled to receive, we will pay to you any excess over the previously paid amounts due as a result of the above-described increases.

c. Software:

i. Commission rates on software will be equal to seven and one-half percent (7.5%) of Net Sales for Qualifying Purchases of software.

7. Commission Payment

When the total commissions due to you (based on Section 6 above) exceed one hundred dollars ($100), we will send a commission check for the applicable commission (less any taxes required to be withheld under applicable law) and a statement of activity to you. Such commission checks and statements of activity will be sent approximately thirty (30) days after the end of each calendar quarter (i.e. ending March 31^st; June 30^th; September 30^th; and December 31^st).

8. Policies and Pricing

Customers who buy A.D.D. Warehouse products through the Affiliate will be deemed to be customers of A.D.D. Warehouse. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and A.D.D. Warehouse 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 A.D.D. Warehouse products sold under the Affiliate in accordance with our own pricing policies. Prices and availability of A.D.D. Warehouse products may vary from time to time. Because price changes may affect products that you already have listed on your site, you may not include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

9. Publicity

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, which we agree shall not be unreasonably withheld.

10. Licenses and Use of the A.D.D. Warehouse Logos and Trademarks

a. We grant you a non-exclusive, non-transferable, revocable right (i) to access Our Site through the 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 relating to us (collectively, the "Licensed Materials"), for the sole purpose of establishing a Link to Our Site so users of Your Site can subscribe to A.D.D. Warehouse. 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 that you are an affiliate in good standing.

b. You shall not make any specific use of any Licensed Materials for purposes other than selling A.D.D. Warehouse products on your site for A.D.D. Warehouse, without first submitting a sample of such to us and obtaining the prior written consent, which consent shall not be unreasonably withheld. You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays us in a negative light. We reserve all of our rights in the Licensed Materials and of our other proprietary rights. We may revoke your license at any time, by giving you written notice.

c. You grant to us a non-exclusive license to utilize your company name and logo, as the same may be amended from time to time (the "Affiliate Trademarks"), to advertise, market, promote and publicize in any manner your participation in the Program or our rights hereunder; provided, however, that we shall not be required to so advertise, market, promote or publicize. This license shall terminate upon the effective date of the expiration or termination of this Agreement.

d. The licenses described in this Article 11 shall expire upon the effective date of the expiration or termination of this Agreement.

11. Obligations Regarding Your Site

a. You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. Such responsibilities include, but are not limited to, the technical operation of your site and all related equipment; creating and posting product reviews, descriptions, and references on your site and linking those descriptions to our catalogue; the accuracy and propriety of materials posted on your site (including, but not limited to, all A.D.D. Warehouse.com Product-related materials); ensuring that materials posted on your site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal.

b. We disclaim all liability for all such 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.

c. You hereby agree that your site will not, in any way, copy or resemble the look and feel of our site nor will you create the impression that your site is our site or is a part of our site, nor will you frame any page on the A.D.D. Warehouse Site being viewed by a user of your site who links to the A.D.D. Warehouse Site through a Link.

d. You also hereby agree that your site will not contain any content of our site or any materials which are proprietary A.D.D. Warehouse, except (i) with our prior permission, or (ii) materials which are obtained by you via the addwarehouse.com site in accordance with the provisions hereof or the policies or instructions thereon. You further hereby agree that (i) your domain name does not and will not contain the words " A.D.D. Warehouse" and (ii) that you will not purchase or otherwise contract with a third party to exploit A.D.D. Warehouse for the purpose of causing the Affiliate to appear as a search result or for any other reason.

12. Term of the Agreement

The term of this Agreement will begin upon our acceptance of your A.D.D. Warehouse Affiliate 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 commission on sales occurring during the term, and commissions earned through the date of termination will remain payable only if the related A.D.D. Warehouse product orders are not cancelled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

13. Modification

We may modify any of the terms and conditions contained in this Agreement at any time in our sole discretion. You will be notified by email and a change notice will be posted on our site. Modifications may include, but are not limited to, changes in the scope of available commissions, commission schedules, payment procedures, and A.D.D. Warehouse Affiliate Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the A.D.D. Warehouse Affiliate Program following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change.

14. Relationship of Parties

You and A.D.D. Warehouse 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.

15. Disclaimers

We make no express or implied warranties or representations with respect to the A.D.D. Warehouse Affiliate Program or any A.D.D. Warehouse products sold through the A.D.D. Warehouse Affiliate Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of 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.

16. Representations and Warranties

Each of us (the "Warrantor") hereby represent and warrant to the other party as follows:

a. 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.

b. The execution, delivery, and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties.

c. You are the sole and exclusive owner of Affiliate Trademarks and have the right and power to grant to us the license to use your trademarks in the manner contemplated herein, and such grant does not and will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.

d. No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by you in connection with the execution, delivery, and performance of this Agreement or the taking by you of any other action contemplated hereby.

e. There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against you, or any affiliate of yours, with respect to the execution, delivery, or consummation of this Agreement, or with respect to your trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.

f. You are an adult of at least 18 years of age.

17. Confidentiality

Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our Affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

18. Limitation of Liability

We will not be liable for indirect, special, incidental, exemplary, punitive or consequential damages, or for any loss of revenue, profits, or data, arising in connection with this Agreement or the A.D.D. Warehouse Affiliate 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 A.D.D. Warehouse Affiliate Program will not exceed the total referral fees paid or payable to you under this Agreement.

19. Indemnification

You hereby agree to indemnify and hold A.D.D. Warehouse 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.

20. Notification

All notices to us in connection with this Agreement shall be deemed given as of the day they are received either by messenger, delivery service or in the United States of America mails, postage prepaid, certified or registered, return receipt requested, and addressed as follows:

A.D.D. Warehouse
300 NW 70^th Ave Suite 102
Plantation, FL 33317
Attention: Affiliate Program
With Copy to: General Counsel

All notices to you in connection with this Agreement shall be deemed given as of the day they are dispatched either by messenger, delivery service or in the United States of America mails, postage prepaid, certified or registered, return receipt requested.

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

22. Governing Law

This Agreement will be governed by the laws of the United States and the State of Florida, 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 Broward County, Florida, 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 a provision or any other provision of this Agreement.

23. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications.