To begin the enrollment process, you will 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 in our sole discretion for any or no reason. If we reject your application, you may reapply to the Program at any time.

We will work with you to custom design a baseball cap to display for sale on your Site. You will submit to us a description of the style cap that you would like to sell along with a description of the text and/or graphic that you would like embroidered on the cap. You may select a design using a stock graphic from the catalogue located on our Site and stock lettering so that you will not incur a charge to design the cap.

Once your cap is designed and we produce a sample, we will notify you by e-mail of the link to our Site showing a photograph, description and price for your cap. Generally, prices will range from $17.99 to $21.99 per cap. We also will provide you with instructions and a special link format so that you can post the photograph and description of the cap on your Site.

We will process cap orders placed by customers who follow special links from your Site to Copycaps.com. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service. We will track sales made to customers who purchase caps using links from your Site to our Site and will send you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion. To permit accurate tracking, reporting, and fee accrual, you must ensure that the special links between your Site and our Site are properly formatted.

We will pay you a commission fee on certain cap sales to third parties. For a cap sale to generate a commission fee, the customer must follow a special link from your Site to our Site for a particular cap, purchase the cap using our automated ordering system, accept delivery of the cap at the shipping destination, and remit full payment to us. We will not pay referral fees on caps that are purchased by a customer directly from our Site (instead of through a special link from your Site), even if the customer previously followed a link from your Site to our Site. The Program is intended for commercial use only, and you are prohibited from purchasing caps through the Program for your own use. Such purchases may result (in our sole discretion) in the withholding of referral fees or the termination of this Agreement.

You will earn referral fees based on the sale price of qualifying caps, according to fee scheduling to be established by us. Sale price means the sale price listed by us and excludes costs for shipping, handling and taxes. The current fee schedule is 10% for each cap that we design for posting on your Site.

We will pay you referral fees on a quarterly basis. Approximately 30 days following the end of each calendar quarter, we will send you a check for the referral fees earned on caps that were shipped during the quarter, less any taxes that we are required by law to withhold. Notwithstanding the foregoing, in the event the fees payable to you for any calendar quarter are less than $100.00, we will not remit payment until the total amount due is at least $100.00 or (if earlier) until this Agreement is terminated. If a cap that generated a referral fee is returned by the customer, we will deduct the corresponding fee from your next quarterly payment. If there is no subsequent payment, we will send you a bill for the fee.

Customers who purchase caps through the Program will be deemed to be customers of Copycaps.com. Accordingly, all Copycaps.com rules, policies, and operating procedures concerning customer orders, customer service, and cap sales will apply to those customers. We reserve the right to change our policies and operating procedures at any time. For example, we will determine the prices to be charged for caps sold under the Program in accordance with our own pricing policies. Cap prices and availability may vary from time to time. You may not include pricing information with respect to caps directly on your Site. All pricing information must appear from a link to Copycaps.com.

We will make available to you a small graphic image that identifies your Site as a Program participant. You will prominently display this logo or the phrase "In association with Copycaps.com" somewhere on your Site.

We may modify the text or graphical image of this notice from time to time. In addition, we encourage (but do not require) you to include a link to the Copycaps.com home page at http://www.copycaps.com.

We grant you a non-exclusive, revocable right to use the icon and message described in Section 8 and such other images for which we grant express permission, solely for the purpose of identifying your Site as a Program participant. You may not modify the icon, the message, or any of our images in any way. We reserve all of our rights in the icon, the message, any other images, our trademarks, and all other intellectual property rights. We may revoke your license at any time by giving you written notice.

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 terms 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. You are eligible to earn referral fees only with respect to sales occurring during the term hereof and fees earned through the date of termination will remain payable only if the cap orders are not cancelled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

We may modify any of the terms and conditions 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, 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 OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

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.

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.

We make no express or implied warranties or representations with respect to the Program or any caps 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 will be uninterrupted or error-free and we will not be liable for the consequences of any interruptions or errors.

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 SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR 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.

This Agreement will be governed by and construed in accordance with the laws of the United States and the Commonwealth of Massachusetts, without reference to rules governing choice of laws. Any action relating to this Agreement shall be brought in the federal or state courts located in Boston, Massachusetts, and each of the undersigned irrevocably consents to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent which may be withheld in our sole discretion. 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.