The Mazzarella Car Care Affiliate Agreement

This Affiliate Agreement contains the complete terms and conditions that apply to your participation in The Mazzarella Car Care Affiliate Program. As used in this Agreement, "we" or "us" refers to Mazzarella Car Care Systems, LLC and "you" refers to the applicant. You must be at least 18 years of age or older to enter into this Agreement with Mazzarella Car Care Systems, LLC.

1. How do I enroll in The Mazzarella Car Care Affiliate Program?

You must submit a completed affiliate program application through our Affiliate Program Network. Upon receipt of your application we will evaluate it and notify you of its acceptance or rejection.

While we hope your application will be successful, we reserve the right to reject applications for any reason.

For example, we may reject your application if we find that it:

Is in any way associated with known spyware or adware companies, including, but not limited to, Claria, 180Solutions, or WhenU; sets cookies without a user action; Uses pop-ups, toolbars, Browser Helper Objects (BHO's), or downloads to promote the site (see #8 below); Promotes sexually explicit materials, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; Promotes gambling (legal or illegal); Promotes illegal activities; Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law; Includes: "Mazzarella's", "The Mazzarella Company", Mazzarella Car Care", MCCS, "MazzarellaCarCare.com","Hot Body Wax®", "HotBodyWax.com", "Hot Body Wash™", "Flash Wax™", "GoFlashWax.com", Mr. Wax™ or any variations or misspellings thereof in its domain name; Purchases or bids for placement on any Mazzarella Car Care Systems, LLC company names. These names include (but are not limited to): (Mazzarella's, The Mazzarella Company, "Mazzarella Car Care", MCCS, "MazzarellaCarCare.com","Hot Body Wax®", "HotBodyWax.com", "Hot Body Wash™", "Flash Wax™", "GoFlashWax.com") and any other variation or misspelling of our trademarked name; Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion; Is not aesthetically appealing or is not functioning at time of review.

If your application is rejected, you are welcome to reapply at any time. Also, be aware that if we accept your application and your site is later determined (at our sole discretion) to be unsuitable, we may terminate this Agreement at any time. We will not be liable to you for any costs, damages or lost profits as a result of our termination of this Agreement. Resellers and distrubutors may not purchase products under this program and are not eligible to become Affiliates.

2. How do I link my Web site to Mazzarella Car Care?

Once you are notified that your application has been accepted, you will be able to get specially-coded links to our site from us. These links will allow your visitors to enter our site and enable us to keep track of sales you may earn if they purchase products from us. To permit accurate tracking and reporting, the links provided you contain a special unique identifier that distinguishes you as the referring affiliate. You are responsible for ensuring each of the links between your site and our site is an approved link. You agree not to modify the links in any way.

3. How are customer orders processed?

We will process orders placed by customers who enter our website via links from your site. We reserve the right to reject any orders that do not comply with our policies or conditions at the time of the order. We will be responsible for all aspects of order processing and fulfillment.

4. How do I get paid?

"Net Sales" shall mean gross shipped sales from Qualifying Purchases less:

Returns and cancellations Postage, shipping and handling charges Sales, use or other like taxes

"Qualifying Purchases" shall mean a purchase of a product offered on our site that meets the following criteria:

The purchase must be completed on our site. The purchase must be made via a valid U.S. or Canadian credit card. No phone orders. The purchase must be completed during a "Session" (defined below).

"Session" shall mean the period beginning upon a visitor's entry into our site via an approved link from your site (regardless of whether the visitor leaves and then returns to the site) and ending 30 days thereafter if the visitor accepts "cookies" from our site (see explanation below).

Any Session in progress will automatically terminate upon the expiration or termination of this Agreement or upon the visitor deleting our cookie.

Note regarding Net Sales:

Net Sales include only "shipped" sales. Orders entered for which the product does not ship are not considered sales.

Note regarding "Cookies":

To keep track of the Session, we use a small text file called a "cookie" that is placed on the hard drive of the visitor's computer. Some web browsers permit users to elect not to receive cookies. Only visitors who accept cookies can be tracked for referral fees. You understand that no referral fee can be paid for any purchase made by a visitor who does not accept "cookies" or who has deleted our "cookies" during a session.

Commission will not be given for sales after another cookie-setting action has occurred; for example, if a user clicks through an affiliate link, then clicks on a paid advertisement within a search engine to make a purchase, the affiliate will not receive credit for the sale. Contact Mazzarella Car Care's Affiliate Team if you have questions about this policy.

5. How much do I get paid?

We will pay you 15% on all Net sales when your monthly Net sales are below $2,000, and 20% when your Net sales are equal to or more than $2,000. Net Sales and returns will take at least 2 business days to be reflected in the commission reports.

6. Who sets the policies and pricing for customers?

Customers who buy products through this Program will be deemed to be our customers. Accordingly, all rules, policies, and operating procedures concerning customer orders, customer service and product sales from and by Mazzarella Car Care Systems, LLC will apply to those customers. Also, the terms, conditions and policies of our site will apply to the visitors' conduct and their rights and obligations while visiting our site. We have the right to change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Because product prices and availability may vary from time to time, we cannot permit you to include pricing or product descriptions on your site independent of the materials we provide you. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product. You are responsible for periodically visiting, reviewing and becoming familiar with the terms and conditions sections of the Mazzarella Car Care Systems, LLC website, which are incorporated into this Agreement by reference.

7. Ownership and license.

We hereby grant you a limited, non-exclusive, nontransferable, non-sub licensable, revocable right to use the graphic images and text we are providing to you solely for the purpose of creating links from your site to ours. You may not modify the graphic image or text, or any other of our images, in any way, or engage in "site framing" or similar processes. We reserve all of our rights in the graphic image and text, any of our trade names, trademarks, domain names, copyrights, trade dress and any other intellectual property rights. You agree to follow our guidelines for use of our trademarks, as those guidelines may change from time to time; in addition, you agree not to use our trademarked names (or any variations thereof) in any search engine keyword bidding. We may revoke your license at any time. You also agree that you shall use the links provided by the Program only in order to link to our site and to promote your ability to do so pursuant to this Agreement. You agree that you shall not present the links or any images comprising them in combination with any other name or mark, in connection with your own goods or services, or in any manner that may suggest or imply that you or your goods or services are supplied by, sponsored by, endorsed by, or affiliated with us.

8. You are responsible for your Web site.

You will be solely responsible for the development, operation and maintenance of your Web site and for all materials that appear on your site. For example, you will be solely responsible for: technical operation of your site and all related equipment, posting and maintaining links to our site, accuracy and appropriateness of materials posted on your site, ensuring 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), and ensuring 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, reasonable attorneys' fees) relating to the development, operation, maintenance, and contents of your site.

SPYWARE AND ADWARE: Any affiliate suspected of a relationship, formal or informal, with any provider of spyware or parasitic software (as judged by any interference with the operation by design of MERCHANT and/or its partner sites) is subject to punitive actions by MERCHANT, without notice, including but not limited to: suspension of affiliate account; termination of affiliate account; withholding of payments to affiliate; and public notification of affiliate's suspected malfeasance. MERCHANT encourages affiliates to report suspicions of such relationships; and, should substantial proof, as judged by MERCHANT, be provided, MERCHANT reserves the right to assign a value equal to unpaid monies earned by the offending affiliate (or a part thereof) to the reporting affiliate as a bounty.

9. How long is the term of this agreement?

The term of this Agreement will begin upon our acceptance of your 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 notice of termination in accordance with the notice provision of this Agreement. 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 Mazzarella Car Care Systems, LLC or Hot Body Wax® trademarks, trade dress and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are only eligible to earn referral fees on Qualifying Purchases occurring during the term during which you were an active affiliate in the Program, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

10. Can this agreement be modified?

We may modify any of the terms and conditions contained in this Agreement, at any time at our sole discretion, by posting a change notice or a new agreement on our website. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, 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 THREE DAYS AFTER OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

11. What is the legal nature of our relationship?

You are an independent contractor. Nothing in this Agreement will create any ownership, partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us. 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. This is a binding contract between you and us. By completing the application and by clicking on the "Agree" button below, you indicate your willingness to be bound by this Agreement.

12. Our liability to you is limited.

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.

13. Additional terms and conditions.

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, non-infringement 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 or the links or Tagged Links will be uninterrupted or error-free, or will not be re-routed or "black holed." As a result, we might temporarily be unable to capture information regarding Tagged Links. We will not be liable for the consequences of any such interruptions or errors. The Program is intended for commercial use only. 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 OR MAINTAIN AFFILIATES ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT. 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.

Notices to you are effective if provided in writing to the postal addresses, electronically to the e-mail address set forth in the application, or if posted on our website. Notice to us may be given in writing to Mazzarella Car Care Systems, LLC, 15 Horace St., E. Boston, MA 02128, Attention: Mazzarella Car Care Affiliate Program; or by e-mail at Info@MazzarellaCarCare.com. The laws of the Commonwealth of Massachusetts will govern this Agreement 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 Boston, Massachusetts 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 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.

I Accept the Terms of this Agreement