Terms And Conditions

This Sales Associates Agreement (the "Agreement") contains the complete terms and conditions that apply to your participation as a Sales Associate ("you," "your," yours," or "Sales Associate") in the Sales Associate Network of Tulumba.com, a website owned by AKM Partners LLC, which also does business under the name tulumba.com (AKM Partners LLC and Tulumba.com hereinafter collectively referred to as, "Tulumba.com"), and the establishment of links from your web site(s) (the "Sales Associate Site") to our web site located at the http://www.tulumba.com (the "Tulumba.com Site").

In consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. LINKS AND CONTENT.

a. Links. As promptly as practicable after the date hereof, Tulumba.com will make available to you via its "Sales Associate" site located at http://www.tulumba.com/salesassociates.asp (the "Sales Associate Site") (i) graphic and/or textual links, which will establish a direct hyperlink connection from the Sales Associate Site to the Tulumba.com Site (each of which is referred to herein as a "Link"), and (ii) certain Tulumba.com Content (as defined in Section 4 hereof). The Links may include, without limitation, a graphic of the Tulumba.com search box which, when "clicked" or selected by a user of the Sales Associate Site, will enable such user to access the Tulumba.com Site to conduct searches thereon for the availability of Tulumba.com Products (as defined in Section 2 below). Subject to the terms and conditions hereof, in your discretion, you shall display during the duration of this Agreement some or all of the Links and Tulumba.com Content on the Sales Associate Site as promptly as practicable after such Links and Tulumba.com Content are made available by Tulumba.com. You agree to reproduce, and agree not to remove or obscure, any proprietary rights legends (such as copyright notices, among others) or license terms and conditions included with any Tulumba.com Content provided in connection with this Agreement.

b. Agreements Regarding Links.

i. You agree that you will cooperate fully with Tulumba.com in order to establish and maintain the Links. You also agree to display on the Sales Associate Site only those Tulumba.com-branded images or Tulumba.com Content (indicating a Link) which are provided, or approved in writing, by Tulumba.com, and will substitute such images with any new images provided by Tulumba.com from time to time throughout the Term of this Agreement. You shall display such images prominently in relevant sections of the Sales Associate Site. Tulumba.com will be responsible for providing link access in connection with each Link.

ii. You agree that the Sales Associate Site will not in any way copy or resemble the look and feel of the Tulumba.com Site, nor will you create the impression that the Sales Associate Site is the Tulumba.com Site or is a part of the Tulumba.com Site. You also agree that the Sales Associate Site will not contain any content of the Tulumba.com Site or any materials which are proprietary to Tulumba.com, except (i) materials which are obtained by you via the Sales Associate Site in accordance with the provisions hereof or the policies or instructions thereon, and (ii) pursuant to the license from Tulumba.com set forth in Section 5(a) hereof. You further agree that (i) the Sales Associate Site domain name(s) do not and will not contain the words "Tulumba", "Tulumba.com," or "Turkiye at your fingertips", “AKM Partners”, or any variation thereof (collectively, the "Tulumba.com marks"), and (ii) that you will not purchase or otherwise contract with a third party to exploit any of the Tulumba.com marks for the purpose of causing the Sales Associate Site to appear as a search result or for any other reason.

2. RESPONSIBILITIES OF TULUMBA.COM.

Order Fulfillment. Tulumba.com will be solely responsible for processing every order placed by a Linked User (defined below), for tracking the volume and amount of sales of Tulumba.com Products (defined below) generated by a Linked User, and for providing information to you regarding Tulumba.com Product sales statistics of Linked Users. Tulumba.com will be responsible for order entry, payment processing, shipping, cancellations, returns, and related customer service for such sales of Tulumba.com Products. As used herein, "Tulumba.com Product" shall include all of the following merchandise categories offered for sale by or on behalf of Tulumba.com on the Tulumba.com Site; and "Linked User" shall mean a user of the Sales Associate Site who connects directly to the Tulumba.com Site via a Link and, prior to leaving or otherwise terminating an active browsing session with the Tulumba.com Site, purchases a Tulumba.com Product using the check out process located on the Tulumba.com Site, provided, however, that no person or entity which has opened an account with Tulumba.com prior to the date on which you accept this Agreement shall be a Linked User for purposes of this Agreement.

3. APPLICATION FOR ESTABLISHING TULUMBA.COM ACCOUNT.

If you have not done so already, you shall register as a sales associate on the Sales Associate Page via the Tulumba.com Site (the Registration”) and accept this Agreement. The purpose of the Registration shall be, among other things, (a) to enable you access to the Sales Associate Site to obtain Links and Content, and (b) to establish a Sales Associate account and unique source identification code to enable Tulumba.com to track purchases made by Linked Users. The Sales Associate shall be responsible to maintain the accuracy of the information it has provided to Tulumba.com on the Registration by updating the information on the Sales Associate Site. Tulumba.com may rely upon the information about you on the Sales Associate Site as accurate and complete. If any term or condition contained in the Registration conflicts with the terms of this Agreement, the terms of this Agreement shall govern.

4. SITE RESPONSIBILITY.

a. Each party will be solely responsible for the development, operation and maintenance of its site and for all materials that appear on its site. Such responsibilities include, but are not limited to:

i. ensuring the technical operation of its site and all related equipment;

ii. ensuring the accuracy and appropriateness of materials posted on its site;

iii. ensuring that materials posted on its site do not violate any law, rule or regulation, or infringe upon the rights of any third party (including, for example, copyright, trademarks, privacy or other personal or proprietary rights); and

iv. ensuring that materials posted on its site are not libelous or otherwise illegal.

b. Each party disclaims all liability for all such matters with respect to the other party's site.

c. For purposes herein,

i. "Content" shall mean Tulumba.com Content or Sales Associate Content, as the case may be.

ii. "Tulumba.com Content" shall mean proprietary content of Tulumba.com contained on the Tulumba.com Site, or content contained on the Tulumba.com Site which Tulumba.com has the right to sublicense to you as contemplated herein. In no event shall the term Tulumba.com Content be deemed to include any content created or transmitted by users of the Tulumba.com Site.

iii. "Sales Associate Content" shall mean your proprietary content contained on the Sales Associate Site, or content contained on the Sales Associate Site which you have the right to sublicense to Tulumba.com as contemplated herein (if any). In no event shall the term Sales Associate Content be deemed to include any content created or transmitted by users of the Sales Associate Site.

5. LICENSES.

a. Subject to the terms and conditions of this Agreement, Tulumba.com hereby grants to you a non-exclusive, non-transferable, revocable and limited license to reproduce and display the Tulumba.com trademarks and logos provided by Tulumba.com to you hereunder (the "Tulumba.com Trademarks") and Tulumba.com Content in connection with the display of the Links and as otherwise contemplated in this Agreement. Such license may be revoked in whole or in part by Tulumba.com in its sole discretion by written notice to you. Furthermore this license shall terminate upon the effective date of the expiration or termination of this Agreement, and you shall immediately cease using and remove all Tulumba.com Trademarks and Tulumba.com Content from the Sales Associate Site and any other of your materials.

b. Subject to the terms and conditions of this Agreement, you hereby grant to Tulumba.com a non-exclusive, non-transferable, limited license to reproduce and display all Sales Associate logos, trademarks, trade names and similar identifying material provided by you hereunder (the "Sales Associate Trademarks") for Tulumba.com to refer to you as a participant in the Tulumba.com Sales Associate Network. Such license shall terminate upon the effective date of the expiration or termination of this Agreement, and Tulumba.com shall immediately cease using and remove all Sales Associate Trademarks from the Tulumba.com Site and any other Tulumba.com materials.

6. CONSIDERATION.

a. As used herein, the following capitalized terms shall have the following meanings ascribed thereto:

i. "Net Sales Revenue" shall mean the gross revenue actually received by Tulumba.com from a Linked User in connection with a Qualifying Purchase (as defined below) during the Term less (i) applicable sales taxes, duties, gift-wrapping fees, shipping fees, handling fees and other similar charges (ii) losses due to credit, charge and debit card fraud and bad debt, (iii) credits for returned goods, and (iv) the face value of any coupon or other discount applied by such Linked User to such Qualifying Purchase. All available and eligible Tulumba.com Products on the Tulumba.com Site will be included in the computation of Net Sales Revenue (as defined below), regardless of whether the item is a "fast delivery" or "special order" item.

ii. "Qualifying Purchase" shall mean all purchases by a Linked User within a six-month period following the opening of an account by such Linked User of any Tulumba.com Product which was (i) fully paid for by such Linked User and (ii) not returned by such Linked User. For the avoidance of doubt, you acknowledge that you shall not be entitled to any Qualifying Purchase Referral Fee for any purchases by a Linked User on and after the end of the six-month period referred to in the preceding sentence.

iii. "Qualifying Purchase Referral Fee" shall mean the fee payable by Tulumba.com to you as set forth in Section 6(b) hereof for each Qualifying Purchase during the Term.

b. Qualifying Purchase Referral Fee.
For each Qualifying Purchase, you shall be entitled to receive from Tulumba.com a Qualifying Purchase Referral Fee in the amount of five percent (5%) of the Net Sales Revenue for such Qualifying Purchase.

c. Payment.
Within thirty (30) days after the end of each successive three (3) month period commencing on the first day of the calendar month closest to the date of this Agreement (for example if the date is June 20, then the three (3) month period shall commence on July 1) Tulumba.com will forward to you any unpaid Qualifying Purchase Referral Fee that in the aggregate exceed twenty-five dollars ($25) (in any event, less any taxes required to be withheld under applicable law) via check.

d. Accounting Information.
Tulumba.com will enable you to enter a password protected area on the Tulumba.com Sales Associate Site in order to obtain your account information as of a recent date. Such information shall set forth the amount of Net Sales Revenue for the Tulumba.com Products, the basis of the calculation thereof, the amount of Qualifying Purchase Referral Fee payable to you, if any, for such period and sales tracking information.

e. Books and Records.
Tulumba.com will maintain true and correct books of account containing a record of all information necessary to calculate Net Sales Revenue for a period of one (1) year following the date of each Qualifying Purchase. Subject to Section 10 hereof, you or your agent shall be entitled to review, at your expense, during Tulumba.com's regular business hours and upon not less than ten (10) business days prior notice, such books and records for the purpose of verifying the accuracy of such calculation and the amount of Qualifying Purchase Referral Fee payable hereunder. Any such review will not be made more than once in any (12) twelve month period during the Term.

7. POLICIES AND CUSTOMER INFORMATION.

Tulumba.com considers all users who visit the Tulumba.com Site, including, without limitation, Linked Users, to be customers of Tulumba.com. Accordingly, all Tulumba.com rules, policies and operating procedures concerning customer orders, customer service and sales will apply to those customers. Tulumba.com may change its policies and operating procedures at any time. Tulumba.com will determine the prices to be charged for books and/or other merchandise sold in accordance with its own pricing policies. Prices and availability may vary from time to time. You shall not include price information in any descriptions on the Sales Associate Site. Tulumba.com will use commercially reasonable efforts to present accurate information, but Tulumba.com cannot guarantee the availability or price of any particular item. The parties hereto agree that Tulumba.com shall have no obligation to share any customer information collected by Tulumba.com, including but not limited to the name, address, e-mail address of the customer, or any titles ordered. Furthermore, to the extent Tulumba.com shares with you any customer information that is collected by or on behalf Tulumba.com (e.g., information accessible at the Sales Associate Site), you shall maintain such information in confidence as Tulumba.com confidential and trade secret information in accordance with Section 10 hereof.

8. REPRESENTATIONS AND WARRANTIES.

a. You hereby represent and warrant to Tulumba.com as follows:

i. This Agreement has been duly and validly executed and delivered by you and constitutes the legal, valid and binding obligation of you, enforceable against you in accordance with its terms.

ii. You are duly organized, validly existing and in good standing under the laws of your State of organization, and have full corporate power and authority to execute, deliver and perform this Agreement.

iii. The execution, delivery and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time or both, conflict with or violate (A) any provision of law, rule or regulation to which you are subject, (B) any order, judgment or decree applicable to you or binding upon your assets or properties, (C) any provision of your organizational documents, or (D) any agreement or other instrument applicable to you or binding upon your assets or properties.

iv. You are the owner or licensee of the Sales Associate Trademarks and have all the rights and power to license to Tulumba.com (A) the Sales Associate Trademarks and (B) all materials provided by you to Tulumba.com hereunder. Furthermore, such license does not and will not (1) breach, conflict with or constitute a default under any agreement or other instrument applicable to you, your assets or properties, the Sales Associate Trademarks or the materials provided by you, or (2) infringe upon any trademark, trade name, service mark, copyright or other proprietary right of any other person or entity.

v. To the best of your knowledge, no consent, approval or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by you in connection with the execution, delivery and performance of this Agreement or the taking by you of any other action contemplated hereby.

vi. To the best of your knowledge there is no pending or threatened claim, action or proceeding against you, or any Sales Associate thereof, with respect to the execution, delivery or consummation of this Agreement and, to the best knowledge of you, there is no basis for any such claim, action or proceeding.

b. Tulumba.com hereby represents and warrants to you as follows:

i. This Agreement has been duly and validly executed and delivered by Tulumba.com and constitutes the legal, valid and binding obligation of Tulumba.com, enforceable against Tulumba.com in accordance with its terms.

ii. Tulumba.com is duly organized, validly existing and in good standing under the laws of the State of Delaware, and has full power and authority to execute, deliver and perform this Agreement.

iii. The execution, delivery and performance by Tulumba.com of this Agreement and the consummation by it of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time or both, conflict with or violate (A) any provision of law, rule or regulation to which Tulumba.com is subject, (B) any order, judgment or decree applicable to Tulumba.com or binding upon its assets or properties, (C) any provision of the organizational documents of Tulumba.com or (D) any agreement or other instrument applicable to Tulumba.com or binding upon its assets or properties.

iv. AKM Partners LLC is the owner or licensee of the Tulumba.com Trademarks and has all the rights and power to license to Sales Associate (A) the Tulumba.com Trademarks as provided hereunder and (B) all materials provided by Tulumba.com to Sales Associate hereunder. Furthermore, such license does not and will not (1) breach, conflict with or constitute a default under any agreement or other instrument applicable to Tulumba.com, Tulumba.com's assets or properties, the Tulumba.com Trademarks or the materials provided by Tulumba.com, or (2) infringe upon any trademark, trade name, service mark, copyright or other proprietary right of any other person or entity.

v. To the best of its knowledge, no consent, approval or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by Tulumba.com in connection with the execution, delivery and performance of this Agreement or the taking by Tulumba.com of any other action contemplated hereby.

vi. To the best of its knowledge there is no pending or threatened claim, action or proceeding against Tulumba.com, with respect to the execution, delivery or consummation of this Agreement and, to the best knowledge of Tulumba.com, there is no basis for any such claim, action or proceeding.

9. TERM; TERMINATION.

a. The term of this Agreement will begin upon our acceptance of your Registration 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 provided that Tulumba.com may provide written notice to you via e-mail or posting on your Sales Associate account.

b. You are only eligible to earn the Qualifying Purchase Referral Fee on Qualifying Purchases (subject to Tulumba.com’s right to set off against such fees any damages incurred by Tulumba.com as a result of a breach by you of this Agreement), and such payments earned through the date of termination will remain payable only if the related merchandise orders are not canceled or returned. Tulumba.com may withhold your final payment for a reasonable period of time, not to exceed three months, to ensure that the correct amount is paid.

c. Upon the effective date of termination or expiration of this Agreement, (i) each party shall return to the other party any confidential information of the other party, and shall immediately cease to use any of the other party's trademarks and Content, and (ii) the rights and obligations of each party hereunder shall terminate; provided, however, that all terms of this Agreement which by their nature extend beyond the termination of this Agreement, including, without limitation, the rights and obligations of the parties hereto under Section 4, Section 6(c) and Sections 10 through 16 hereof, shall survive and remain in effect, and apply to respective successors and assigns.

10. CONFIDENTIALITY.

a. Except as otherwise provided in this Agreement or with the consent of the other party hereto, you and Tulumba.com each agrees that all information ("Confidential Information") including, without limitation, the terms and conditions of this Agreement, business and financial information, customer and vendor lists and pricing and sales information, concerning you or Tulumba.com (each herein, a "Disclosing Party"), or any Sales Associates (by common ownership) of the Disclosing Party, shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by or on behalf of the party receiving such information (each herein, a "Receiving Party") for its own business purposes or for any other purpose. As used herein "Confidential Information" shall not include information that (i) is already known to the Receiving Party at the time such information is obtained from the Disclosing Party; (ii) is or becomes generally available to the public other than as a result of a disclosure directly or indirectly by the Receiving Party in violation of this Agreement; (iii) is or becomes available to the Receiving Party on a non-confidential basis from a source, other that the Disclosing Party, which to the knowledge of the Receiving Party is not prohibited from disclosing such information by a contractual, legal or fiduciary obligation; or (iv) has been independently developed by the Receiving Party without violating any of its obligations under this Agreement.

b. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such Confidential Information (i) to any person pursuant to a subpoena issued by any court or administrative agency, (ii) to its accountants, attorneys or other agents on a confidential basis and (iii) otherwise as required by applicable law, rule, regulation or legal process including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the respective rules and regulations promulgated thereunder.

c. Furthermore, notwithstanding anything contained herein to the contrary, Tulumba.com shall be permitted to share with third party publishers aggregate Tulumba.com Product sales with respect to Tulumba.com Products published by such third party publishers.

11. PUBLICITY.

Subject to Sections 5(b) and 10 hereof, neither party shall, except as authorized herein (i) create, publish, distribute or permit any written material which makes reference to the other party hereto without first submitting such material to the other party and receiving the prior written consent of such party, nor (ii) disclose to the public or any third party the relationship between them or the transactions contemplated by this Agreement without receiving the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. Neither party hereto shall issue a press release describing the relationship or the terms of this Agreement without the other party's prior written approval. Neither party shall misrepresent the relationship between the parties hereunder (such as making any reference to any endorsement or sponsorship of the other party) in any communication.

12. CONTENT

a. Proprietary Rights. Sales Associate acknowledges that the Tulumba.com Site contains information, data, software, photographs, graphs, videos, typefaces, graphics, music, sounds, and other material (collectively "Third Party Content") that are protected by copyrights, trademarks, trade secrets, or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed. All Third Party Content is copyrighted as a collective work under the U.S. and Turkish copyright laws, and Tulumba.com owns or has a license to a copyright in the selection, coordination, arrangement, and enhancement of such Third Party Content. Sales Associate may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the Third Party Content, in whole or in part unless expressly provided by Tulumba.com on the Sales Associate Site . Except as permitted by the fair use privilege under the U.S. copyright laws (see, e.g., 17 U.S.C. Section 107), Sales Associate may not upload, post, reproduce, or distribute in any way Third Party Content protected by copyright, or other proprietary right, without obtaining permission of the owner of the copyright or other propriety right.

b. Third Party Content. Tulumba.com is a distributor and not a publisher of Third Party Content supplied by third parties and users. Tulumba.com has no more editorial control over such Third Party Content than does a public library or newsstand. Any opinions, advice, statements, services, offers, or other information that constitutes part of Third Party Content expressed or made available by third parties, including any other customer or contractor of Tulumba.com, are those of the respective authors or distributors and not of Tulumba.com or its Sales Associates (by common ownership or control) or any of their officers, directors, employees, or agents. In many instances, the Third Party Content available through the Tulumba.com Site represents the opinions and judgments of the respective Provider, or customer not under contract with Tulumba.com. Tulumba.com neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, or statement made on the Tulumba.com Site by anyone other than authorized Tulumba.com employees. Under no circumstances shall Tulumba.com, or its Sales Associates (by common ownership or control), or any of their officers, directors, employees, or agents be liable for any loss, damage or harm caused by Sales Associate's reliance on information obtained through the Tulumba.com Site (excluding the Sales Associate Site). It is the responsibility of Sales Associate to evaluate the information, opinion, advice, or other Third Party Content available through the Tulumba.com Site.

c. Trademarks. Each party hereby covenants and agrees that the trademarks, trade names, service marks, copyrights and other proprietary rights of the other party are and shall remain the sole and exclusive property of that party and neither party shall hold itself out as having any ownership rights with respect thereto or, except as specifically granted hereunder, any other rights therein. In addition, except as expressly permitted hereunder, each party hereby covenants and agrees that it will make no use of the trademarks, trade names, service marks, copyrights and other proprietary rights of the other party. Any and all goodwill associated with any such rights shall inure directly and exclusively to the benefit of the owner thereof.

13. INDEMNIFICATION.

a. Tulumba.com shall defend, indemnify and hold harmless Sales Associate from and against any suit, proceeding, assertion, damage, cost, liability, and expenses (including court costs and reasonable attorneys' fees) incurred as a result of claims by a third party against Sales Associate and its Sales Associates (by common ownership or control), licensors, suppliers, officers, directors, employees and agents arising from or connected with a claim that the Tulumba.com Content infringes any valid patent, copyright, trade secret, or other intellectual property right under the laws of the United States. If a claim of infringement under this Section occurs, or if Tulumba.com determines that a claim is likely to occur, Tulumba.com will have the right, in its sole discretion, to either: (i) procure for Sales Associate the right or license to continue to use the Tulumba.com Content free of the infringement claim; or (ii) replace or modify the Tulumba.com Content to make it non-infringing provided that the replacement intellectual property substantially conforms to Tulumba.com's then-current specification for the Tulumba.com Content. If these remedies are not reasonably available to Tulumba.com, Tulumba.com may, at its option, terminate this Agreement immediately and be entitled to a refund any unearned fees paid in advance. Notwithstanding the foregoing, Tulumba.com shall have no obligation with respect to any claim of infringement that is based upon or arises out of: (i) any Third Party Content; (ii) any modification to the Tulumba.com Content if the modification was not made by Tulumba.com; or (iii) Sales Associate's use of the Tulumba.com Content other than in accordance with Tulumba.com's written directions or policies.

b. Sales Associate acknowledges that by entering into and performing its obligations under this Agreement, Tulumba.com does not assume and should not be exposed to the business and operational risks associated with Sales Associate's business, or any aspects of the operation or content of Sales Associate's web site(s). Accordingly, Sales Associate shall defend, indemnify, and hold harmless Tulumba.com from and against any suit, proceeding, assertion damage, cost, liability, and expenses (including court costs and reasonable attorneys' fees) incurred as a result of claims of customers or other third parties claim against Tulumba.com and its Sales Associates, licensors, suppliers, officers, directors, employees and agents arising from or connected with any Sales Associate Content or the Sales Associate Site (including without limitation any activities or aspects thereof or commerce conducted thereon), Sales Associate's misuse of the services provided by Tulumba.com hereunder or unauthorized modification or use of the services and materials provided by Tulumba.com hereunder.

c. The indemnification obligations set forth in clauses (a) and (b) above are contingent upon the following conditions: (i) the indemnified party must promptly notify the indemnifying party in writing of the claim (however, failure of the indemnified party to so promptly notify the indemnifying party will not relieve the indemnifying party of its indemnification obligations hereunder, except to the extent it has been damaged thereby);(ii) the indemnified party will reasonably cooperate with the indemnifying party in the defense of the matter; and (iii) the indemnifying party will have primary control of the defense of the action and negotiations for its settlement and compromise; provided, however, that: (1) the indemnified party will have the right to approve any settlement or compromise that will impose any obligation upon it or which may materially and adversely affect its rights under this Agreement or its rights to any matter or item subject to copyright, patent, trade secret or trademark protection; and (2) the indemnified party may, at its own cost, obtain separate counsel to represent its interests.

d. THE PROVISIONS OF THIS SECTION STATE THE SOLE AND EXCLUSIVE OBLIGATIONS OF EITHER PARTY FOR ANY PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT AND ARE IN LIEU OF ANY WARRANTIES OF NON-INFRINGEMENT, ALL OF WHICH ARE DISCLAIMED.

14. LIMITATION OF LIABILITY; DISCLAIMERS.

a. EXCEPT WITH RESPECT TO LIABILITIES ARISING UNDER SECTION 13 HEREOF, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF REVENUE OR LOST PROFITS, ARISING FROM ANY PROVISION OF THIS AGREEMENT, EVEN IF SUCH PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

b. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, NEITHER PARTY MAKES ANY REPRESENTATION THAT THE OPERATION OF ITS SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND SUCH PARTY WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

15. NOTICES.

All notices, consents, requests, instructions, approvals, and other communications made, required or permitted hereunder (each herein, a "Notice") shall be given in writing and delivered: (i) by personal delivery, (ii) by electronic mail, (iii) by certified or registered mail (return receipt requested), or (iv) by a nationally recognized courier. If the Notice is to you, it shall be addressed to the electronic or postal address you have provided in the Registration or updated on the Sales Associate Site; if the Notice is to Tulumba.com, it shall be addressed to the electronic or postal address set forth on the Sales Associate Site. The effective date of such Notice shall be deemed to be the date upon which any such Notice is delivered to the addressee.

16. MISCELLANEOUS.

a. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the conflict of law principles thereof.

b. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreement, written and oral, with respect thereto.

c. Headings herein are for reference only and shall not affect the meaning of any terms.

d. We may modify any of the terms and conditions contained in this Agreement at any time in our sole discretion. You will be notified by email or a change notice will be posted on the Sales Associate Site. Modifications may include, but are not limited to, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Sales Associate Network rules. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Sales Associate Network following our notification to you or new agreement on our site will constitute binding acceptance of the change. This Agreement was last modified on December 21, 2003.

e. This Agreement does not constitute either party an agent, legal representative, joint venture, partner or employee of the other for any purpose whatsoever and neither party is in any way authorized to make any contract, agreement, warranty or representation or to create any obligation, express or implied, on behalf of the other party hereto.

f. This Agreement and the provisions hereof shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their successors and permitted assigns; provided, however, that neither party shall have the right to assign its rights or obligations hereunder to any other person or entity except that Tulumba.com may assign its rights and obligations hereunder to a subsidiary or Sales Associate of Tulumba.com provided that Tulumba.com remains jointly and severally liable with respect to such obligations.

g. Each provision of this Agreement shall be considered severable and if, for any reason, any provision hereof is determined to be invalid and contrary to, or in conflict with, any existing or future law or regulation by any court or agency having valid jurisdiction, such provision shall be given the maximum permissible effect, and such invalidity or illegality 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 a part of this Agreement.

h. Neither party shall be liable to fulfill its obligations hereunder, or for delays in performance, due to causes beyond its 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.