Affiliate Agreement

This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the "Hoo-Hah!" Associates Program (the "Program"). As used in this Agreement, "we" means Ark Royal Software, and "you" means the applicant. "Site" refers to the site that you will link to our site.
1. Enrollment in the Program: To begin the enrollment process, 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 (at our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include those that:
   
   
   • Promote violence
   • Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
   • Promote illegal activities
   • Promote sexually explicit materials
   • Violate intellectual property rights
   
   If we accept your application and your site is thereafter determined (at our sole discretion) to be unsuitable for the Program, we may terminate this Agreement.

2. Links on Your Site: Once you have been notified that your site has been accepted into the Program, you may link to the home page of Hoo-Hah!, or any of its categories. You can modify each page of Hoo-Hah!, by simply logging in as an affiliate and specifying the URL wherein your modifications reside. In this way, you may customize the pages to the look and feel of your own site. You may also add your own content to all available pages in Hoo-Hah!.

   You may cut-and-paste any iMarvel Wizard into any web page you own. The content is updated regularly by us, so you don't have to do anything to maintain it. You need only to keep the help button on the Wizard. When people click on it, a separate window appears that explains how to use the Wizard.

   This Program does not require either party to pay the other any fees.

3. Limited License: We grant you a nonexclusive, revocable right to link to the pages of the Hoo-Hah! directory. We reserve all of our rights in the graphic image and text, 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, two weeks in advance.

4. 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
   • The accuracy and appropriateness of materials posted on your site
   • 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)
   • 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.

5. Term of the Agreement: 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 all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program.

6. 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, fees for content usage, 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.

7. 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.

8. 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 this Agreement, in the event that referral fees are added to this Program in the future.

9. Disclaimers: 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, noninfringement, 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.

10. 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.

11. Miscellaneous: This Agreement will be governed by the laws of the United States and the state of Washington, 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 Seattle, Washington, 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.