Terms of Agreement for the Craft Edge Affiliate Program

This is the Affiliate Membership Agreement that will govern your participation in the Craft Edge Affiliate Program.

This Affiliate Membership Agreement is between Craft Edge Inc, ("Craft Edge"), and You ("You" or "Your"). If you have registered for or on behalf of an entity, you are deemed to have accepted this Agreement on behalf of that entity.

This Agreement refers to, individually and collectively depending upon the context, this Affiliate Membership Agreement.

In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

1. Registration
1.1 Registration. To use (or continue to use) the Craft Edge Affiliate Program, You must provide Craft Edge with truthful, accurate and complete registration information. If any such information changes, You must immediately update Your registration information.

1.2 Verification. Craft Edge has the right to confirm or otherwise verify or check, in its sole determination, the truth and accuracy of any registration information.

Please be advised that if any information is determined in good faith by Craft Edge to be misleading, inaccurate or untruthful, Craft Edge may restrict, deny or terminate Your account, Your access and use of, and/or any benefits derived from Your participation in the Craft Edge Affiliate Program. Craft Edge may also withhold payment of any commissions and/or other fees that may be or become due or payable to You, and may assess charges against such amounts for Craft Edge's activities in connection with the investigation and/or verification of such information and/or otherwise in accordance with this Agreement.

1.3 Participation. To join the Craft Edge Affiliate Program, You must be an individual who is at least 18 years old or an entity, and must provide at Your expense your own computer equipment and Internet access.

1.4 Amendments. Craft Edge may amend this Agreement at any time by publishing a new version. You will be required to agree to the modified version to continue participation in the Craft Edge Affiliate Program. However, regardless of when you agree to the modified version, your continued participation in the Craft Edge Affiliate Program following the effective date of a new version (including without limitation any use, display or distribution by You of any Referral Link) will constitute Your acceptance if the new version, and all amendments to the prior forms of this Agreement, as of the effective date of their publication by Craft Edge. If any amendment made by Craft Edge in this manner is unacceptable to you, your only recourse is to terminate this Agreement.

2. Defined Terms
2.1 The following terms have the meanings indicated:

"Affiliate" means those persons or other entities referring business to Craft Edge through the Craft Edge Affiliate Program.

A "corporate affiliate" of a person is any other person that, directly or indirectly, controls such person, is controlled by such person, or is under common control with such person, with "control" meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person.

The Craft Edge Affiliate Program shall be referred to as the "Program."

"Customer" means the purchases and potential purchasers of a Craft Edge product.

"End User" means an actual or potential consumer, customer or other natural person.

An "entity" means a sole proprietorship, corporation, partnership, limited liability company, trust, government agency or instrumentality or other entity recognized by law as a legal person separate from its owners.

The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation".

A "person" is to be broadly construed and includes any natural person or entity.

"Web or "internet" or "online" means the global computer network currently referred to as the Internet, including the World Wide Web, and any and all successor networks, irrespective or what wired, wireless or otherwise connected device, platform or technology is used to access it.

"Payout," "Commission" means financial compensation earned by an Affiliate from Craft Edge for Referral Sales.

"Referral Link" means an Internet URL, intended for use as a hyperlink to direct a Customer to Craft Edge which identifies You as the Affiliate who referred that Customer to the Store.

"Referral Sale" means the purchase of Craft Edge's products and/or services by a Customer referred to Craft Edge through a Referral Link. Products not made by Craft Edge do not qualify for commission.

"Void" means a reversal of a a Payout previously earned for a sale, lead or click that is later rescinded or corrected by Craft Edge. Craft Edge may VOID transactions that are fraudulent, or in the case of returned/refunded merchandise, duplicate transactions, or other valid reasons.

"Our Site" means the web site located at http://www.craftedge.com

"Your Site" means the web site upon which you establish the Referral Links to Our Site as part of this Program.

3. Participation
3.1 Voluntary Participation. Your participation is purely voluntarily and You may terminate Your participation at any time.

3.2 Not a Supplier, etc. You are not and shall not, at any time, be deemed to be a vendor, supplier or provider of goods and services to Craft Edge.

4. Use of Referral Links
4.1 You may post referral links on Your web site or through other acceptable means in compliance with all laws, rules and regulations applicable to You and Your business.

4.2 You shall not place Referral Links or Marketing Support Material in newsgroups, message boards, unsolicited email and other types of spam, banner networks, counters, chat rooms, guest books, Internet relay chat channels or through similar Internet resources.

4.3 You shall not place Referral Links in any manner which may (intentionally or unintentionally) mislead any Customer

4.4 You shall not cause any use of a Referral Link, or any subsequent Referral Sales, to be made in bad faith or through fraudulent means, including, but not limited to, using any device, program, robot, inline frames, hidden frames, or redirects.

4.5 You shall only be entitled to Payout's that are a direct result of a Customer completing a Referral Sale directly through the use of Your Referral Link.

4.6 Craft Edge may impose time limits in which a Referral Sale must be completed after the Customer has used Your Referral Link.

4.7 Failure to abide by these rules could mean termination from the Craft Edge Affiliate Program, and a complete forfeit of all commissions.

4.8 Fraud is a serious offense, and will be treated as such. Any attempted fraud or fraud will result in membership termination and void commissions.

4.9 You cannot refer yourself and receive commissions.

4.10 We will not be liable for paying referral fees on purchases that are not correctly tracked and reported because the links between You and craftedge.com are not properly formatted.

4.11 We will not be liable for paying referral fees on purchases that are not correctly tracked and reported due to errors or preventive measures (including but not limited to, Security Software, Anti-Virus Software, Web Browser security settings, Web Browser errors) on the Customer's computer.

5. Your Obligations
5.1 No Circumvention

5.2 No Poaching. You may not use any Craft Edge offerings in connection with aggregation, soliciting or recruiting Network Merchants, Network Affiliates, other Sites or other persons to form or join affiliate marketing, advertising or similar network.

5.3 No Sublicense, etc. You may not sublicense, rent, lease, sell, resell, outsource or service bureau any Craft Edge Offerings, and any attempt to do so shall be null and void.

5.4 No Reverse Engineering. You will not make unauthorized modifications, reverse engineer, disassemble, de compile or attempt to derive source code of any Craft Edge Offerings.

5.5 No Hacking, etc. You agree not to hack, abuse, adversely interfere with, infect with viruses, worms or other malicious or destructive code, or use or cause to be used in extraordinary and unreasonable or inappropriate ways or amounts, any Craft Edge Offerings, including any servers, bandwidth supply, equipment, software and other technological resources provided by Craft Edge.

5.6 No Spam. You may not use any qualifying links in any electronic messages unless (a) You have received the express written authorization of the

5.7 No Interference. You may not, through downloadable or other technology, replace, intercept, redirect, block, alter or otherwise interfere with the full functioning and intended actions of any qualifying link that has been placed or distributed by another Craft Edge Affiliate including any action that would in any way prevent the behavior or result that would occur or would have occurred had an end user activated such qualifying link without Your interference.

5.8 No Infringing Uses. You may not use any name, trademark, service mark, domain name or other Intellectual Property Rights of any third party in connection with Your use of any qualifying links in any way or for any purpose that infringes or violates any Intellectual Property Rights or other rights of such third party, whether for the purpose of increasing the levels of tracked activities attributable to Your qualifying links or for any other purpose.

5.9 Fraud, Abuse, etc. You will not, and will not knowingly permit other persons to, engage in any fraudulent, abusive or illegal activity in connection with Your participation in the Craft Edge Affiliate Program.

6. Payment; Fees
6.1 Payment Terms. The fact that a compensation amount is reported for any tracked activity does not necessarily mean that a payment is due to You, since payment may be subject to conditions established by Craft Edge, including policies regarding order cancellation.

6.2 Tax. You agree that You are solely responsible for any and all tax obligations, if any, due to all taxing authorities arising from or in connection with Your participation in the Craft Edge Affiliate Program.

6.3 Craft Edge will pay your Commissions on a monthly basis. Within 60 days following the end of each calendar month, Craft Edge will send you payment for the Commissions you have earned for the relevant month. However, if the Commissions payable to you for any month are less than $50.00, Craft Edge will hold your Commission until the total amount due is at least $50.00 or until this Agreement is terminated. If you specify to be paid by check, Craft Edge may charge you a $5 processing fee when sending your payments. Payments paid by PayPal will not incur this processing fee.

6.4 Processing Fees. If Craft Edge owes you accrued Commissions that are less than $50.00 for at least 365 days, then Craft Edge may send you a payment of such accrued Commissions, minus $10 processing fee. If the amount of accrued Commission is under $10 for at least 365 days, such amount will be used to cover Craft Edge's administrative costs and no payment will be made to you.

6.5 Termination Fees. If you or Craft Edge terminate your Account, and you have less than $50.00 in accrued but unpaid Commissions then outstanding, Craft Edge may charge you a $10 processing fee when sending you your final payment to cover its administrative costs. Commissions earned through the date of termination will remain payable only if the related orders are not cancelled or returned. Craft Edge may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

6.6 If any payment fails to reach You because You gave Craft Edge inaccurate payment information, Craft Edge's payment shall nonetheless be deemed to have been delivered to You.

7. Grant of Licenses to You
7.1 We grant you a non-exclusive, non-transferable, revocable right to access Craft Edge through the Referral Links in accordance with the terms of this Agreement and 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 Referral Link to Craft Edge. You may not alter, modify or change the Licensed Materials in any way.

7.2 Other than establishing a Referral Link from Your Site to Our Site, you shall not make any use of any Licensed Materials without first obtaining our prior written consent. You shall not 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 proprietary rights. We, in our sole discretion, may terminate your account and void commissions.

8. Grant of Licenses to Craft Edge
8.1 You grant us a non-exclusive license to utilize your company name and logo 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.

9. Representations and Warranties
Except as otherwise stated in this Agreement, we make no express or implied warranties or representations with respect to the Craft Edge Affiliate Program or any products sold through the Craft Edge Affiliate Program. 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. 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 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.

11. Force Abjure
Craft Edge is relieve of any obligation to perform under this Agreement if it is unable to perform as a result of a natural disaster, war, emergency conditions, labor strike, acts of terrorism, the substantial inoperability of the Internet, the inability to obtain supplies, or other reasons or conditions beyond Craft Edge's reasonable control

12. Notices
If You are obligated under this Agreement to tell Craft Edge something or You wish to give Craft Edge legal notice of any kind, You must do so in writing and deliver it by certified mail, postage pre-paid and return receipt requested, OR by nationally recognized overnight courier which provides a written proof of delivery (e.g. FedEx, UPS, DHL, etc.), to Craft Edge Inc, ATTN: Affiliate Program, 20505 Yorba Linda Bl #112, Yorba Linda, CA 92886. If Craft Edge is obligated under this Agreement to tell You something or Craft Edge wishes to give You legal notice of any kind, Craft Edge may choose to do so by use of any of the addresses You gave to Craft Edge during Your registration as an Affiliate, including postal mail or e-mail. If any notice fails to reach You because You gave Craft Edge inaccurate address information, Craft Edge's notice shall nonetheless be deemed to have been delivered to You.

13. Jurisdiction and Venue
This Agreement shall be governed by and interpreted under the laws of the State of California, United States of America. Any disputes or conflicts related to or arising out of this Agreement will take place exclusively in the state or federal courts located in Orange County, California, USA, and You expressly agree that any of these courts has personal jurisdiction over You.

14. Entire Agreement
This Agreement constitutes the entire agreement between You and Craft Edge with respect to the subject matter hereof and supersedes all prior and contemporaneous communications.