| AFFILIATE OPERATING AGREEMENT This Affiliate Agreement (the "Agreement") contains the complete terms and conditions which govern your participation in the EasyHorseShip.com Affiliate Program ("EHSAP") or EasyHorseShip.com Affiliate Program. As used in this Agreement, "EasyHorseShip.com" means Pedigree Group, Inc., and "Affiliate", "you" or "your" means you. By clicking on the "I ACCEPT" button on the affiliate agreement page, you acknowledge that you have read the Agreement, you are able to enter into a legally binding contract, and you agree to its terms and conditions and all policies posted on the EasyHorseShip.com Site. As referred to in this Agreement, "Site" refers to a World Wide Web site and "EasyHorseShip.com Site" refers to the Site located at the URL: www.EasyHorseShip.com, or any other successor Site owned or maintained by Pedigree Group, Inc. 1. Enrollment in the EHSAP To enroll as a participant in the EHSAP, simply complete the Affiliate Application. Pedigree Group, Inc, in its sole discretion, may reject your application. If accepted, Pedigree Group, Inc. may design, create and host a Site for you ("Affiliate Site") You agree that you will not alter or modify the Affiliate Site in any way. Affiliate agrees that the relationship of Affiliate to Pedigree Group, Inc. is non-exclusive, and Pedigree Group, Inc. shall not be restricted in any way from entering into Affiliate arrangements with other third parties. Affiliate may not: (i) use or display any hypertext link on the Affiliate Site which links to a website that contains any content that; (ii) post any content on the Affiliate Site that; (iii) use any offline or online marketing materials, e-mail addresses, or Affiliate Site to transmit any material that: · Violates any state, federal or foreign laws or regulations; · Infringes on any intellectual property rights (e.g., copyright, trademark, trade secret, patent or other proprietary rights) of Pedigree Group, Inc. or of any third party; · Is defamatory, misleading, obscene, or otherwise potentially damaging to the reputation of Pedigree Group, Inc., or the goodwill associated with any of Pedigree Group, Inc's. trademarks, service marks, trade names or other indicia of source ("Pedigree Group Marks"); · Is threatening or harassing; · Is discriminatory based on gender, race, religion, ethnic origin or age, or promotes hate or violence against any individual or group; · Violates any Pedigree Group, Inc. policy posted on any Pedigree Group, Inc. Site; · Contains viruses or other computer programs, which may result in damage to Pedigree Group, Inc. or to any third party; or misrepresents Pedigree Group, Inc. or misleads potential customers regarding the Services. Any violation of these provisions will be grounds for immediate termination of this Agreement, with or without notice, at Pedigree Group, Inc's sole discretion. 2. COMMISSION AND PAYMENTS a. Levels. EasyHorseShip.com has a Two (2) Tier Affiliate System The tiers are defined as follows. First Tier Commisions: A EasyHorseShip.com Affiliate qualifies for a first tier commision when a new customer is reffered to the EasyHorseShip.com Site through links leading to the EasyHorseShip.com Site from any website, advertisement, recommendation, or other referral originating from the Affiliate and places an order within 30 days of his last visit originating from Affiliate. The commission is earned when EasyHorseShip.com receives a registration from the customer for free trial to the EasyHorseShip.com website and when a Pedigree Group receives payment for membership to the EasyHorseShip.com website. Second Tier Commissions: A EasyHorseShip.com Affiliate qualifies for a second tier commission when a new customer is refferreed to the EasyHorseShip.com site through links leading to the EasyHorseShip.com Site from any website, advertisement, recommendation, or other refferal originating from a Affiliate that signed up for the EasyHorseShip.com Affiliate program and was reffered by the Affiliate through the Affiliate program sign up form on the EasyHorseShip.com Site or Affiliate site. b. Commissions. EasyHorseShip.com will pay a $1.00 commission to a First Tier Affiliate for each free trial registration for the services offered by EasyHorseShip.com (the "Service") by an end user ("Subscriber"), which results from such end user's click-through from the Affiliate Site to the EasyHorseShip.com Site ("Qualified Subscription"). The commission paid to Affiliate will differ according to the "Tier" that the Affiliate belongs to relative to the sale. In addition, A First Tier Affiliate will receive an amount equal to Twenty percent (20%) of the applicable membership fees paid to EasyHorseShip.com by the Subscriber for Membership to the website ("Commission"). A Second Tier Affiliate will receive an amount equal to five percent (5%) of the applicable membership fees paid to EasyHorseShip.com by the Subscriber for membership services. The amount of any Commission paid to Affiliate may change from time to time upon notice from EasyHorseShip.com. No Affiliate can claim itself or any entity in which it holds a majority-ownership or controlling interest as a Subscriber under any EasyHorseShip.com Program. No EHSAP Manager can claim itself or any entity in which it holds a majority-ownership or controlling interest as a Affiliate under any EasyHorseShip.com program. Any person or entity that does so: (i) will forfeit any commissions claimed on such Subscriber or Affiliate, (ii) agrees that EasyHorseShip.com may recoup from any commissions otherwise due to Affiliate or EHSAP Manager the amount that was previously paid or otherwise due as a result of a violation of this section, and (iii) will be deemed in material breach of this Agreement and subject to immediate termination without compensation. c. Reports. EasyHorseShip.com shall generate and manage all Qualified Subscriptions originating from the Affiliate Site and shall prepare an online report reflecting all Commissions earned by Affiliate for the applicable period. Affiliate may access its report via the Web to determine the amount of Commissions Affiliate has earned. Affiliate will not receive a Commission for "Non-Qualified Subscriptions." A Non-Qualified Subscription is where an end user subscribes to the Service directly from the EasyHorseShip.com Site, another Affiliate Site or otherwise, without clicking on the EasyHorseShip.com Link located on the Affiliate Site. d. Payments. On or before the thirtieth (30th) day of each month, Pedigree Group, Inc. will tender payment to Affiliate for all Commissions earned by Affiliate and actually received by Pedigree Group, Inc. during the previous month. If, at the end of any month, Affiliate does not have at least Fifty Dollars ($25) in accumulated Commissions, Pedigree Group, Inc. will hold Affiliate’s payments until Affiliate's Commission equals or exceeds $25. At this point, Pedigree Group, Inc. will tender payment to Affiliate with Affiliate's next monthly payment. Pedigree Group, Inc. will determine the best way to pay the Affiliate , by Check, or Online Third Party Money Transfer Service such as PayPal. Affiliate is solely responsible for declaring and paying all taxes arising from Affiliate's receipt of the Commissions. Further, Affiliate shall not sell or transfer any Commissions earned by Affiliate during the term of this Agreement. e. Termination. Affiliate will receive Commissions for Qualified Subscriptions so long as a Subscriber continues his or her subscription uninterrupted. However, upon termination or suspension of the Service by a Subscriber or by EasyHorseShip.com, Affiliate acknowledges and agrees that EasyHorseShip.com shall no longer owe any Commissions with regard to such Subscriber. If You reactivate Your account at a later date, You will not receive any commissions previously forfeited nor commissions from any Subscribers You had signed up before deactivation 3. Our Grant of Rights to You Subject to all restrictions set forth in this Agreement, EasyHorseShip.com grants to Affiliate a limited, non-exclusive, non-sublicensable, and non-transferable license to use the Affiliate Site and EasyHorseShip.com Link(s) solely for the purpose of promoting the services as licensed hereunder. Except as expressly set forth herein, no license to the Affiliate Site or EasyHorseShip.com Link(s) is granted to Affiliate for any other purpose, and any other uses of the Affiliate Site or EasyHorseShip.com Link(s) by Affiliate shall constitute a material breach of this Agreement and EasyHorseShip.com shall be entitled to immediately terminate this Agreement. 4. Term and Termination This Agreement is effective as of the date you click on the "I ACCEPT" button below and shall continue until terminated by either party. Affiliate may terminate Agreement by selecting "Contacting Pedigree Group, Inc. and following the steps to remove his or herself as a Affiliate. Pedigree Group, Inc. may terminate this Agreement immediately upon the material breach by Affiliate or Affiliate Manager of any of the obligations hereunder. Pedigree Group, Inc. may also terminate this Agreement with any Affiliate or Affiliate Manager with or without cause, upon thirty (30) days written or E-mailed notice. Upon termination of this Agreement, Affiliate shall immediately cease use of, and remove from the Affiliate Site, any and all EasyHorseShip.com Links or other materials provided to Affiliate by Pedigree Group, Inc. Sections 4 - 7 shall survive termination of this Agreement. 5. Disclaimer of Warranty THE EasyHorseShip.com SITE AND THE AFFILIATE SITE, INCLUDING WITHOUT LIMITATION, ALL PRODUCTS AND SERVICES DISPLAYED OR OFFERED ON THE EasyHorseShip.com SITE, AND ALL TEXT, GRAPHICS LINKS AND APPLICATIONS ARE PROVIDED TO AFFILIATE ON AN "AS IS"-"AS AVAILABLE" BASIS AND WITHOUT WARRANTIES OF ANY KIND. EasyHorseShip.com DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO EACH OF THE FOREGOING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ARISING FROM A COURSE OF DEALING. Pedigree Group, INC. DOES NOT WARRANT THAT THE EasyHorseShip.com SITE OR AFFILIATE SITE WILL FUNCTION WITHOUT INTERRUPTION OR THAT IT WILL BE ERROR-FREE. 6. Limitation of Liability IN NO EVENT SHALL Pedigree Group, INC. BE LIABLE FOR DAMAGES RESULTING FROM LOSS OF DATA, PROFITS, USE OF THE EasyHorseShip.com SITE, THE AFFILIATE SITE, OR ANY EasyHorseShip.com PRODUCTS OR SERVICES; OR, FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT OR IN CONNECTION WITH ANY PRODUCTS OR SERVICES PROVIDED HEREUNDER. IN NO EVENT SHALL Pedigree Group, INC.'S ' CUMULATIVE LIABILITY ARISING FROM THIS AGREEMENT OR THE SUBJECT MATTER HEREOF EXCEED THE TOTAL COMMISSIONS ACTUALLY PAID TO AFFILIATE HEREUNDER. 7. Miscellaneous This Agreement, including all policies posted on the EasyHorseShip.com Site, represents the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and/or contemporaneous agreements or understandings, written or oral, between the parties with respect to the subject matter hereof. This Agreement and EasyHorseShip.com policies are subject to change by Pedigree Group, Inc. at any time. Continued usage of the Services after a new policy is implemented and posted on the EasyHorseShip.com Site, constitutes your acceptance of such change or policy. We encourage you to regularly check the EasyHorseShip.com Site for any changes or additions. If any of the provisions, or portions thereof, of this Agreement are found to be invalid under any applicable statute or rule of law, then, that provision notwithstanding, this Agreement shall remain in full force and effect and such provision or portion thereof shall be deemed omitted. This Agreement and the rights granted and obligations undertaken hereunder may not be transferred, assigned or delegated in any manner by Affiliate. Any waiver of any provision of this Agreement, or a delay by any party in the enforcement of any right hereunder, shall neither be construed as a continuing waiver nor create an expectation of non-enforcement of that or any other provision or right. This Agreement is made under, and shall be governed by and construed in accordance with, the laws of the State of Ohio, U.S.A., excluding its choice of law provisions. The parties acknowledge and agree that the state and federal courts located in the county of Lake, in the State of Ohio will have exclusive jurisdiction over any claim or action arising under or relating to this Agreement or the goods or services provided under this Agreement. The parties agree to waive application of the provisions of the United Nations Convention on Contracts for the International Sale of Goods.
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