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1.0 GOAT Store, LLC Affiliate Program

This agreement contains the complete terms for you to become an Affiliate of the GOAT Store, LLC. Becoming an Affiliate will entitle you to earn commissions and / or credit based on the sale of products on the GOAT Store, LLC Web site (http://www.goatstore.com/) from customers who you have directed to the Web site. The GOAT Store, LLC reserves the right, in its sole discretion, to alter or terminate the Affiliate Program at any time or for no reason at all. The Affiliate will be held to all of the rules and regulations contained within this document at all times.

2.0 Registration and Acceptance

2.1 Authority to Participate

By registering for the program and accepting these terms and conditions, the Affiliate acknowledges and warrants that he or she can lawfully bind him or herself to these terms and conditions at all times. The Affiliate acknowledges that he or she is at least 18 years of age and of the legal age of consent in applicable jurisdictions. No Affiliate may participate in the GOAT Store, LLC Affiliate Program where doing so would be prohibited by any law or regulation.

2.2 Participation by Nonresident Aliens or Other Foreign Persons

Nonresident aliens or other foreign persons (including corporations) will be entitled to participate in the Program only if the commissions you receive from participation are not effectively connected with the conduct of trade or business in the United States.

2.3 Affiliate Submitted Information

By accepting the terms and conditions, the Affiliate represents and warrants all information submitted is complete, current, accurate and true. If any information submitted by the Affiliate changes, it is the Affiliate’s responsibility to update the information immediately. Any information submitted by an Affiliate that is found to be false may result in the immediate termination of this agreement.

2.4 Termination of Agreement by Affiliate

If any terms or conditions of this agreement are unacceptable to the Affiliate, the Affiliate reserves the right to cancel his or her participation in the GOAT Store, LLC Affiliate Program pursuant to Section 8.0 regarding termination.

3.0 GOAT Store, LLC Affiliate Obligations

Upon your acceptance into the GOAT Store, LLC Affiliate Program, you will be given an affiliate number that is specific to you. You may distribute your affiliate number and information through Web sites, email, flyers or other methods not mentioned as long as they adhere to all of the following guidelines:

3.1 Web Site Guidelines

The following are guidelines that a GOAT Store, LLC Affiliate must follow for promotion on Web sites:

• Affiliate will not use the word “goatstore” or any variation thereof in its domain name
• Affiliate will at no time have content that may is pornographic, lewd, hateful or vulgar. If the Web site is deemed to have this sort of material on it after becoming an affiliate, a warning will be sent to the Affiliate asking that the material be removed within an acceptable amount of time. Failure to remove the material could result in the termination of the affiliate
• The Affiliate agrees that the links, promotional materials and branding made available pursuant to the GOAT Store, LLC Affiliate Program will only be used as additions to other content displayed on the Web site(s) of the affiliate and that such links, promotional materials and branding shall not be the sole content on his or her Web site(s)

3.2 Email Guidelines

The following are guidelines that a GOAT Store, LLC Affiliate must follow for promotions through emails:

• The Affiliate may promote his or her GOAT Store, LLC Affiliate number through the use of email lists, as long as the email list is an optional list and the recipients have a clear way in which they can opt-out of receiving future emails
• At no time shall an email with your affiliate link be sent in it unsolicited. “Spamming” your Affiliate number will immediately terminate the program

3.3 Other Guidelines

The following are guidelines that a GOAT Store, LLC Affiliate must follow for all promotions, no matter if they are Web based or “real world” promotions such as flyers:

The Affiliate may only use the links, promotional materials and branding made available through the affiliate program in the precise manner and mode by which such links, promotional materials and branding are made available. Furthermore, the Affiliate agrees that these links will only be used for the purpose of linking to the GOAT Store, LLC Web site and other pages owned by the GOAT Store, LLC

4.0 Affiliate’s Authority

Each GOAT Store, LLC Affiliate must represent and warrant the following:

• That Affiliate has full power and authority under all applicable laws and regulations having the force of law to accept and be bound by these terms and conditions
• That Affiliate has full power and authority under all applicable laws and regulations having the force of law to promote the GOAT Store, LLC by displaying the links, promotional materials and branding offered through the GOAT Store, LLC Affiliate Program, including, but not limited to holding all necessary licenses, consents, and approvals from all private and governmental entities in all applicable jurisdictions necessary to display the links, promotional materials and branding
• That Affiliate has full power and authority under all applicable laws and regulations having the force of law to receive compensation in accordance with these Terms and Conditions for displaying the links, promotional materials, and branding offered from the GOAT Store, LLC including, but not limited to holding all necessary licenses, consents, and approvals from all private and governmental entities in all applicable jurisdictions necessary to display the links, promotional materials and branding
• That Affiliate has full power and authority under all applicable laws and regulations having the force of law to copy and display the materials (including, but not limited to text, graphics and images) used or displayed at Affiliate’s Web site(s), including, but not limited to holding all necessary licenses with respect to materials owned by third parties.

5.0 Proprietary Rights

5.1 GOAT Store Affiliate License

Each GOAT Store, LLC Affiliate is granted one non-exclusive, non-transferable license to appropriately copy onto and display from the Affiliate’s Web site(s) the logos, links, branding and other promotional material, named and unnamed that the GOAT Store, LLC will provide through the Affiliate program.

5.2 Unauthorized Access

Affiliate shall not attempt directly or indirectly to gain unauthorized access to any servers controlled, in whole or in part, that any GOAT Store, LLC Web sites are hosted on.

6.0 Order Commissions and Payments

6.1 Commission Schedule

The GOAT Store, LLC will compensate each Affiliate in accordance with the following commission schedule. All commissions are payable in the form of in-store credit or United States dollars.

• Affiliate will receive five percent of total item sale amount, minus any applicable discounts, from orders placed by individuals who used the link provided by the affiliate to the GOAT Store, LLC web site.
• Affiliate will receive five percent of total item sale amount, minus any applicable discounts, from orders placed by individuals who used the link provided by the affiliate to the GOAT Store, LLC web site and registered for a member account.

6.2 Order Eligibility

For an order to be valid for the commission schedule in Section 6.1, payment must be successfully received for the order and the order must be successfully shipped to the customer. The shipping date will be used to determine the date in which a commission is applied to the affiliate.

For commissions on orders placed by an individual with a member account, the following conditions must be met in order for a commission to be applied:

• The member account must be registered during the same visit in which the individual used the link provided by the affiliate to the GOAT Store, LLC web site.
• The individual placing the order must be logged in to their account at the time when placing an order.
• Payment for the order must be successfully received and the order shipped within 90 days of the date in which the account was registered.

6.3 Refunded Orders

In the event an order in which a commission was applied to an affiliate is refunded in part or whole, the commission will be re-calculated according to the commission schedule in Section 6.1.

Affiliate agrees to return the difference from the new commission amount compared to the commission when the order was shipped.

6.4 Order Changes / Exchanges

In the event items are changed or a different discount is applied for an order in which commission was applied to an affiliate, the commission applied to the affiliate will be re-calculated according to the commission schedule in Section 6.1.

The difference in commission amounts, greater or less, will be applied to, or retrived from, the affiliate as required.

This section will remain effective regardless if successful payment has been received or if the order has been shipped.

All cash payments are to be made in US Dollars through either check or PayPal (http://www.paypal.com/). To receive a cash payment, the affiliate must be a US Citizen and be currently living in the United States or one of its territories. Cash payments will be made on the first day of every month in which the Affiliate has earned $20.00 or more in commissions. Any unpaid commissions earned in one month shall be paid in the next month in which the total unpaid commissions earned by Affiliate exceed $20.00. If the Affiliate decides to terminate their affiliate status, they will be sent their final payment for the remainder of their commissions approximately 90 days after the month in which the Affiliate declares that they will be terminating their contract. Any new member accounts that were created with the terminated affiliate number will continue to provide the same commission benefits until they expire as Affiliate associated members.

6.6 Credit Payment

All credit payments are good for the GOAT Store, LLC Web site and can be claimed at any time through the affiliate member area. If the Affiliate decides to terminate their affiliate status, they will be allowed to use the remainder of their credits approximately 90 days after the month in which the Affiliate declares that they will be terminating their contract. Any new member accounts that were created with the terminated affiliate number will continue to provide the same credit benefits until they expire as Affiliate associated members. If any credits remain after 90 days, the terminated affiliate will receive a Gift Certificate for the remainder to use at his or her leisure. The Gift Certificate is good for one year.

7.0 Reporting of Affiliate Sales

The GOAT Store, LLC will enable each affiliate with a password-protected area of the Web site, accessible through their account. This section of the Web site will contain detailed information about the products that have been sold through the use of the Affiliate number associated with that account.

8.0 Termination

8.1 Immediate Termination

GOAT Store Affiliate’s participation in the program is terminable at any time and for any reason or no reason at all, in the GOAT Store, LLC’s sole discretion. Without limitation, Affiliate’s participation in the Program shall be deemed automatically terminated immediately upon Affiliate’s change in taxpayer status or upon Affiliate’s violation of these Terms and Conditions or of any applicable law or regulation having the force of law. In addition, without limitation Affiliate’s participation in the program may be terminated where the GOAT Store, LLC, in its sole discretion finds that: (1) that any content, goods, services or links on or made available to the general public by the affiliate that are deemed obscene, indecent, vulgar, offensive, dangerous or inappropriate; or (2) that the Affiliate and / or the Affiliate’s Web site(s) has become the subject of a government investigation or formal complaint or (3) that the Affiliate and / or the Affiliate’s Web site(s) threaten to violate any of the terms and conditions of the affiliate agreement. If the case of an Immediate Termination, the GOAT Store, LLC Affiliate will immediately forfeit any right to accrued commissions.

8.2 Notice of Termination

The GOAT Store, LLC will provide notification of the termination of these terms and conditions in advance for any reason with the exception of the Immediate Terminations above.

8.3 Effect of Termination

Upon termination, Affiliate shall immediately cease and desist from exercising any rights conferred by these Terms and Conditions, including without limitation, from making any use of the links, promotional materials and branding made available through the program.

8.4 Waiver

Affiliate expressly waives any statutory or other legal protection in conflict with the provisions of this Section 7.0.

8.5 Survival

The provisions of sections 3.0, 5.0, 8.0, 9.0, 10.0, 11.0, 12.0, 13.0, 14.0, 15.0, 16.0, 18.0, 19.0 and 20.0 shall survive any termination of Affiliate’s participation in the program.

9.0 Affiliate’s Privacy

9.1 Password

Affiliate shall receive a password to access the information in their Affiliate account. Affiliate is entirely responsible for any and all activities that occur under Affiliate’s password. Affiliate agrees to keep its password confidential, to allow no other person or company to use its password, and to notify the GOAT Store, LLC immediately if the Affiliate has any reason to believe that the security of their account has been violated.

9.2 Contact

Each Affiliate must provide the GOAT Store, LLC with a valid email address that the Affiliate may be contacted through. Email will be the main form of communication for the Affiliate program. The GOAT Store, LLC does reserve the right to contact the Affiliate directly from time to time.

9.3 Privacy Policy

Except as expressly provided in these Terms and Conditions, the GOAT Store, LLC Privacy Policy, shall govern information submitted by Affiliate in connection with the Program.

10.0 Tax Obligations

Each GOAT Store, LLC Affiliate shall be solely responsible for all tax obligations due to all taxing authorities arising from or in connection with Affiliate’s participation in the GOAT Store Affiliate Program, including without limitation, foreign taxes, United States federal, state and local withholding taxes, FICA, FUTA, Social Security Medicare, SUTA, and any other such taxes and deductions (“Taxes”) with respect to any earnings or payments made hereunder. Affiliate understands and agrees that the GOAT Store, LLC shall not be responsible for withholding any Taxes from any payments due to Affiliate.

11.0 Disclaimer of Warranties and Limitation of Liability

11.1 Disclaimer of Warranties

THIS PROGRAM, INCLUDING ALL SERVICES PROVIDED IN CONNECTION WITH THE PROGRAM ARE PROVIDED “AS IS,” WITH NO WARRANTIES, WHATSOEVER. All express, implied, and statutory warranties, including without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement of proprietary rights are expressly disclaimed to the fullest extent permitted by the law. To the fullest extent permitted by the law, the GOAT Store, LLC disclaims any warranties for the security, reliability, timeliness, and performance of the program, including the services provided in connection with the program. Each Affiliate understands and agrees that any material downloaded or otherwise obtained through participation in the program is done at your own discretion and risk and that you will be solely responsible for any damages to your computer system or loss of data that results in the download of such material. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.

11.2 Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL THE GOAT STORE, LLC BE LIABLE TO AFFILIATE ON ACCOUNT OF AFFILIATE’S PARTICIPATION IN THE PROGRAM, USE OR MISUSE OF THE PROGRAM, RELIANCE ON THE PROGRAM, INABILITY TO PARTICIPATE IN THE PROGRAM OR FOR THE INTERRUPTION, SUSPENSION OR TERMINATION OF THE PROGRAM. Such limitation of liability shall apply to prevent recovery of direct, indirect, incidental, consequential, special, exemplary, and punitive damages (even if the GOAT Store, LLC has been advised of the possibility of such damages). Such limitation of liability shall apply whether the damages arise from participation in the program, use of misuse of the program, reliance on the program, from inability to participate in the program, or from the interruption, suspension or termination of the program (including such damages incurred by third parties). Such limitation shall apply, without limitation, to the costs of procurement of substitute goods or services, lost profits or lost data. Such limitation shall apply with respect to the performance of non-performance of the program or any information or merchandise that appears on, or is linked or related in any way to, the GOAT Store, LLC. Such limitation shall apply notwithstanding any failure of essential purpose of any limited remedy. Such limitation shall apply to the fullest extent permitted by law. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, the foregoing limitation may not apply to you.

12.0 Release

Affiliate hereby agrees to release the GOAT Store, LLC and its subsidiaries, affiliates and owners from any and all claims, demands, debts, obligations, damages (actual or consequential), costs, and expenses of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, that Affiliate may have against them arising out of or in any way related to such disputes and/or to the Program. Affiliate hereby agrees to waive all laws that may limit the efficacy of such releases.

13.0 No Resale, Assignment or Sublicensing

Affiliate agrees not to resell, assign, sublicense, otherwise transfer or delegate its rights or obligations under these Terms and Conditions without the prior express written consent of the GOAT Store, LLC. If the ownership of a Web site that is affiliated with the GOAT Store, LLC transfers to another person or company, the GOAT Store, LLC must be contacted at least 30 days prior to the transfer of ownership to ensure that affiliate payments continue uninterrupted.

14.0 Policies and Pricing

All customers who purchase GOAT Store, LLC products utilizing an Affiliate Number will be deemed to be customers of the GOAT Store, LLC. Accordingly, all of our rules, policies and operating procedures concerning customer orders, customer service and GOAT Store, LLC product sales will apply to those customers. We may change our policies and operating procedures at any time. Prices and availability of GOAT Store, LLC products may vary from time to time.

15.0 Non-Waiver and Separability

The GOAT Store, LLC’s failure to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. If a court of competent jurisdiction holds any provision of these Terms and Conditions to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and agree that the other provisions of these Terms and Conditions remain in full force and effect.

16.0 Limitation of Actions

Affiliate agrees that regardless of any statute or law to the contrary, and claim or cause of action brought by Affiliate and arising out of or related to the participation in the GOAT Store, LLC Affiliate Program or to these Terms and Conditions must be filed within one (1) year after such claim or cause of action arose, or be forever barred.

17.0 Constructions

All headings in these Terms and Conditions are for convenience only and shall have no legal or contractual effect. Whenever the context permits, the use of particular gender shall include the masculine, feminine and neutral genders, and any reference to the singular or the plural shall be interchangeable with the other.

18.0 Relationship of Parties

The GOAT Store, LLC and Affiliate are independent contractors, and nothing in this agreement will create any partnership, joint venture, agency, franchise, sales representative, agency or employment relationship between the parties. Neither party pursuant to these Terms and Conditions has authority to enter into agreements of any kind on behalf of the other nor shall either party be considered the agent of the other. Under these Terms and Conditions, Affiliate is contracting solely to provide advertising services for the GOAT Store, LLC in accordance with these terms and conditions.

19.0 Agreement Rules

This agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements, written and oral with respect thereto. The GOAT Store, LLC shall not be liable to fulfill our obligations hereunder, or for delays in performance due to causes beyond our reasonable control, including but not limited to acts of God, acts or omissions of civil or military authority, fires, strikes, floods, epidemics, riots or acts of war. Each provision in this Agreement shall be considered severable and if, for any reason, any provisions hereof is determined to be invalid and contrary to, or in conflict with any existing or future law or regulation of any court or agency having valid jurisdiction, such shall not impair the operation or affect the remaining provisions of this Agreement; and the latter shall continue to be given full force and effect and bind the parties hereto, and such invalid provisions shall be deemed not to be part of this Agreement.

20.0 Affiliate Acknowledgement

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE GOAT STORE, LLC AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.