This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Topshopper Affiliates Program (the "Program"). As used in this Agreement, "we" means Topshopper. "You" or "Affiliate" means the applicant. "Sub-affiliate" means an affiliate recruited by you using a link to our site. "Services" means the services offered by Topshopper. "Products" means the products offered by Topshopper. "Site" means a World Wide Web site and, depending on the context, refers either to Topshopper site or to the site that you will link to our site. "Link" means a HTML form or link provided by Topshopper which directs the customer's web browser to our site. "new and unique" refers to a purchase where that customer's details and credit card have not previously been used to purchase a particular service or product from Topshopper.

1. ENROLLMENT IN THE PROGRAM

To begin the enrollment process, you will submit a complete Program application via our site.

Your application will be accepted in good faith.

From time to time, we will monitor your use of our Affiliate Program and may revoke your acceptance if we determine (in our sole discretion) that your site is unsuitable for the Program.

2. LINKING TO TOPSHOPPER

You may not alter product images, descriptions and pricing. We provide access to an HTML generator. You must use the generator to create your links in order to meet the criteria in the operating agreement.

If you would like to use links not created by the generator, or you would like to modify the links generated by the generator, you need prior written permission from Topshopper.

3. COMMISSION

Subject to the terms and conditions of this Agreement, you will be paid commission for each successful, new and unique purchase, referred from your site through the Topshopper link on your site.

Subject to the terms and conditions of this Agreement, you will be paid commission for each successful, new and unique purchase, referred from your sub-affiliates site through the Topshopper link on their site.

If it is later determined by Topshopper that the purchase is not unique, or if that customer's purchase is refunded either directly by Topshopper or through "chargebacks" made to Topshopper's bank account by the credit card service supplier to Topshopper, we retain the right to withhold any payments to you resulting from that individual's purchases.

If at any time the commissions owed to you become less than the total deductions due to refunds as mentioned above the difference shall be immediately payable to Topshopper.

4. COMMISSION SCHEDULE

You will earn commission, based on a fixed(F) rate or on a percentage(P) rate of the gross revenue after sales tax received by Topshopper , from new and unique customers' purchases where that customer was referred from your site or the site of your sub-affiliate.

The fixed rate or percentage rate will be determined by the total commission-earning sales made as per the scale below. Where commission type is (F)ixed the rate is shown in £. Where commision type is(P)ercentage the rate is shown as %.

Any changes in the commission rates will be emailed to you and apply immediately.

5. COMMISSION PAYMENT

Subject to the terms and conditions of this Agreement, you will be paid the commission each month provided that the commission owed is more than £20.00.

6. POLICIES AND PRICING

Customers purchasing services from Topshopper through this Program will be deemed to be customers of Topshopper. Accordingly, all Topshopper rules, policies, and operating procedures concerning the services will apply to those customers. We may change our policies and operating procedures at any time. For additional information regarding Topshopper's rules, policies, and operating procedures please see the terms and conditions pages on our site.

8. LIMITED LICENSE

We grant you a non-exclusive, non-transferable, non-sublicensable, revocable right to use the Topshopper logos and text for which we grant express permission, solely for the purpose of identifying your site as a Program participant. You may not modify the message or any of our images or trademarks in any way. We reserve all of our rights in the message, any other images, our trade names and trademarks, and all other intellectual property rights. Except as provided herein you agree that you have no rights, title or interest in or to the message or other images, trademark or trade-names provided to you by Topshopper and all uses of such materials by you will inure to the benefit of Topshopper. You agree not to apply for registration of any of the Topshopper trademarks, service-marks or trade-names (or any mark similar there to) anywhere around the world. You agree that you will not engage, participate or otherwise become involved in any activity or course of action that diminishes and/or tarnishes the image and or reputation of Topshopper or its trademarks. We may revoke your license at any time by giving you written notice.

9. RESPONSIBILITY FOR YOUR SITE

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 technical operation of your site and all related equipment creating and posting merchant descriptions on your site and linking those descriptions to our site the accuracy and appropriateness of materials posted on your site ensuring that 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) ensuring that materials posted on your site are not libelous or otherwise illegal. We disclaim all liability for these matters. Further, you will indemnify, defend and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site as well as any goods or services provided or made available by you. These obligations will survive any termination of this Agreement. You acknowledge and agree that your Web site information (name, URL, traffic counts, etc.) may be utilized by Topshopper. Possible uses include (but are not limited to) lists of the busiest sites, lists of member sites, etc. You agree to allow Topshopper to use screen shots of any of your Web pages that contain the Topshopper HTML code in Topshopper promotional materials. The information provided by Topshopper to you may be proprietary in nature. You acknowledge that you are not a competitor of Topshopper, and agree not to share this information with any of our competitors. Any violation of these terms and conditions may cause us to terminate this agreement.

10. TERM OF THE AGREEMENT

The term 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 or emailed notice of termination. You are only eligible to earn referral fees on products and services occurring during the term of this Agreement only. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Your site is subject to periodic review. If we determine at any point after acceptance into our Program that your site is not suitable for the Program, we may unilaterally end the status of your site as an Affiliate.

11. MODIFICATION

We may modify any of the terms and conditions contained 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. Your continued participation now, or within thirty (30) days following the posting notice of any changes in these terms and conditions, will constitute a binding acceptance by you of such rules, changes or modifications. 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.

12. RELATIONSHIP OF PARTIES

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.

13. LIMITATION OF LIABILITY

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 OR THE PURCHASE OF PRODUCTS OR SERVICES BY CUSTOMERS REFERRED TO US BY YOU. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL REFERRAL FEES PAID TO YOU IN THE MONTH IN WHICH A CLAIM HAS BEEN MADE BY YOU.

14. DISCLAIMERS

WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY SERVICES MADE AVAILABLE 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 AVAILABILITY OF OUR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

15. INDEPENDENT INVESTIGATION

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 WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB 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.

16. MISCELLANEOUS