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CELLULAR CONCEPTS AFFILIATE PROGRAM AGREEMENT

The following are the terms and conditions of participating in the CELLULAR CONCEPTS  Affiliate Program. "Affiliate" refers to you, and "CELLULAR CONCEPTS" refers to us, the CELLULAR CONCEPTS  program, Wayne, Pennsylvania., United States of America.

CELLULAR CONCEPTS reserves the right to amend this agreement as needed from time to time, and Affiliate agrees that any such amendment will apply to Affiliate. The continuation of Affiliate status or Affiliate's acceptance of income or bonuses shall constitute Affiliate's acceptance of any and all amendments.

1. Affiliate understands; agrees and acknowledges that a CELLULAR CONCEPTS Affiliate is an independent contractor, and is not an employee, agent, partner, legal representative, or franchisee of CELLULAR CONCEPTS.  Affiliate shall not do; act or take any action which may give rise to anything other than an independent contractor's agreement as defined by Pennsylvania state law.  This Affiliate Agreement is limited to the agreement as set forth herein.  When conducting business under this agreement, and if Affiliate discloses the relationship between the parties, the Affiliate must identify itself as an independent contractor of Cellular Concepts.
2. Affiliate further agrees not to incur any debt, expense, and obligation on behalf of, for, or in the name of CELLULAR CONCEPTS.  In the event of such inappropriate action, Affiliate shall be immediately terminated from the program; all commissions owed shall be paid to CELLULAR CONCEPTS without necessity of court or arbitrator order, towards the treble damages and attorney's fees incurred by CELLULAR CONCEPTS.  Such payment shall not be limited to the amount of commission owed to affiliate.  Affiliate shall hold CELLULAR CONCEPTS harmless from all such inappropriate actions.

2. Affiliate must be of the age of majority in his/her state or country.

3. All Affiliate applications are subject to approval by CELLULAR CONCEPTS.

4. Affiliate agrees to receive CELLULAR CONCEPTS e-mail, including but not restricted to sales reports, training, newsletters, plus messages from any of the Leaders.

5. Contact information (e-mail address, phone number, address, etc.) will be provided to your Referrer (the person who directly referred you to CELLULAR CONCEPTS or whose advertising generated your registration). Contact information is not disclosed to any other party.

6. Affiliate agrees to present the products and services of CELLULAR CONCEPTS as set forth at the official CELLULAR CONCEPTS website. Affiliate will make no claims regarding potential income, earnings, products or services beyond what is stated at the official CELLULAR CONCEPTS website.

7. Affiliate agrees not to disparage CELLULAR CONCEPTS, the CELLULAR CONCEPTS commission plan or CELLULAR CONCEPTS employees. Affiliate understands that disparagement may result in the immediate suspension or termination of Affiliate account with a cancellation of any pending commissions.

8. Affiliate agrees to not utilize SPAM in promoting CELLULAR CONCEPTS. This action may result in the immediate suspension or termination of Affiliate account with a cancellation of any pending commissions. Affiliate will also be in violation of the CELLULAR CONCEPTS Affiliate Agreement and subject to legal action and be held liable for any financial loss incurred by CELLULAR CONCEPTS in addition to attorney's fees. Any service interruptions to CELLULAR CONCEPTS as a result of Affiliates spamming will be billed to Affiliate at 200 U.S. dollars per hour until service is restored.

For the purpose of this agreement SPAM is defined as emailing ANYONE, in bulk or by single mailing, about CELLULAR CONCEPTS, who has not specifically requested the information directly from Affiliate. The ONLY exceptions to this are:

A. Mailing to APPROPRIATE OPT-IN mailing lists where the source does the mailing on Affiliate's behalf AND you do not advertise a CELLULAR CONCEPTS-provided Gateway URL. However, use extreme caution when choosing an opt-in mailing list company! Using anything but the most reputable sources could generate Spam complaints against Affiliate resulting in suspension or termination.

B. You may include information on CELLULAR CONCEPTS in e-mail Acknowledgement Messages for orders and inquiries that you receive so long as it is stated upfront that you will be sending them an acknowledgement.

CELLULAR CONCEPTS also considers ANY type of advertisement about CELLULAR CONCEPTS posted to a Newsgroup or Chat Room to be Spam. Violators may be fined at 50 U.S. dollars per incident.

9. Affiliate agrees to provide CELLULAR CONCEPTS with a valid e-mail address upon registration. Affiliate understands that the use of an Auto-Responder e-mail address is prohibited.

10. Although the CELLULAR CONCEPTS Affiliate Program is not limited to the United States of America, all payments will be made in U.S. dollars.  Affiliate is responsible for all taxes both federal and local.   Affiliate commissions shall normally be paid by company check and sent out monthly on or about the 15th for the previous month's sales after receipt of invoice. To cover CELLULAR CONCEPTS processing costs of Affiliate commission check, CELLULAR CONCEPTS will deduct one dollar. If a sale is canceled or refunded, the related commission will be deducted from a subsequent payment or not paid if such notification is received prior to payment of the commission. The minimum commission check that will be sent out is $10.00 (after processing fee).  The Commission as stated may be changed at Cellular Concepts' discretion with fifteen (15) days notice.  Cellular Concepts shall not be obligated to make any payment of commissions to Affiliate until Cellular Concepts has received payment for such commission.  Any earned but unpaid commissions shall carry over to the next regularly scheduled payment period.

11. Affiliate will work with Cellular Concepts to provide, monitor and maintain the necessary technology applications required to link to  an "Affiliate Link," a unique URL which allows CELLULAR CONCEPTS to identify visitors from Affiliate site as originating from Affiliate. These visitors are tracked with this unique URL and sales are recorded with the appropriate Affiliate ID. To receive commissions, Affiliate must use the provided Affiliate Link. The URL may be in various forms such as a banner, image, or text link.

12. Affiliate is solely responsible for insuring that their Affiliate Link is set up properly to qualify for commissions.

13. CELLULAR CONCEPTS is not responsible for technical problems, acts by third parties, or other events outside our reasonable control which may temporarily disrupt or diminish service.

14. CELLULAR CONCEPTS will make every reasonable effort to track and pay commissions for all sales that apply to Affiliate. However, CELLULAR CONCEPTS is not responsible for technical problems, acts by third parties, or other events outside our reasonable control which may temporarily disrupt or diminish this service. Affiliate understands that Affiliate tracking can never be 100% accurate and CELLULAR CONCEPTS is not responsible for inaccuracies that might occur beyond its control. Tracking of Affiliate sales depend on several factors, technical and otherwise, which are out of the control of CELLULAR CONCEPTS. It is the goal of CELLULAR CONCEPTS to make Affiliate tracking as accurate as possible; however, CELLULAR CONCEPTS cannot guarantee 100% tracking for situations beyond its control.

15. To protect CELLULAR CONCEPTS customer privacy, if deemed necessary, CELLULAR CONCEPTS reserves the right to withhold identifying customer contact information from Affiliate.

16. CELLULAR CONCEPTS reserves all rights in or to its trademarks and service marks but may be used by Affiliate in accordance with this agreement. Affiliate may in no way display a CELLULAR CONCEPTS logo, image, or trademark which may be distasteful, defame, or misrepresent.

17. Affiliate shall follow CELLULAR CONCEPTS advertising guidelines and agrees not to misrepresent CELLULAR CONCEPTS products or services. Affiliate covenants and agrees to use its commercially reasonable best efforts to promote Cellular Concepts Offers.  Affiliate agrees to use only CELLULAR CONCEPTS-approved ads. They must be approved however before you can publish them. Affiliate further understands that prohibited sites for advertising CELLULAR CONCEPTS products or services include: Sites that promote sexually explicit material or violence; sites that promote discrimination based on race, sex, religion, national origin, or physical disability; sites that promote illegal activities.

18. Affiliate may not assign rights or delegate duties under this Agreement without the prior written consent of CELLULAR CONCEPTS. Upon request CELLULAR CONCEPTS will provide Affiliate with guidelines for the sale, transfer or assignment of Affiliates CELLULAR CONCEPTS business.

19. CELLULAR CONCEPTS shall not be held liable for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under or with respect to this Agreement or program, even if CELLULAR CONCEPTS has been advised of the possibility of such damages. CELLULAR CONCEPTS aggregate liability arising under or with respect to this agreement or the program shall in no event exceed the total commissions paid or payable by CELLULAR CONCEPTS under this agreement.

20. CELLULAR CONCEPTS makes no warranties expressed or implied with regard to Affiliate Program except as outlined in this Agreement.

21. Both CELLULAR CONCEPTS and the Affiliate reserve the right to terminate this agreement at any time. The term of this Agreement shall be for a period of one year from the date hereof and shall automatically renew upon each anniversary, without further act of the parties, unless either party has terminated this Agreement by written notice to the other. If terminated, outstanding commissions at time of termination shall be paid in the next payment so long as the terms of this agreement were not violated by the Affiliate. Payment of the final commission payment to the Affiliate may be withheld for a reasonable time in order to ensure that the correct amount is paid.

22. In the event that a provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the balance of the Agreement will remain in full force and effect.

27. This agreement will be governed by and construed in accordance with the laws of the State of Pennsylvania, unless the laws of the state in which Affiliate resides expressly require the application of its laws. This agreement is further governed by and construed in accordance with the laws of the United States of America.

DISCLAIMER:

CELLULAR CONCEPTS hereby disclaims all express and implied warranties for all products, goods or services, including the implied warranties of MERCHANTABILITY and FITNESS FOR A PARTICULAR PURPOSE. All products, goods or services are provided AS IS with respect to CELLULAR CONCEPTS.   Any warranty or other remedy offered by the original manufacturer or party offering any services, if any, is offered only by such entity and not by CELLULAR CONCEPTS.

CELLULAR CONCEPTS obligations and your remedies hereunder are solely and exclusively as described and limited herein. CELLULAR CONCEPTS' liability, whether based on contract, tort, warranty, strict liability, or other theory, shall not exceed the price of the individual unit of goods, products or services whose alleged defect or damage is the basis of the claim. In no event shall CELLULAR CONCEPTS be liable for any loss of profits, loss of use, or other indirect, incidental, or consequential damage.

CELLULAR CONCEPT' display of any products, goods or services offered by or originating from a party other than CELLULAR CONCEPTS are not intended nor offered as information or data comprising any claim or representation as to such products, goods or services by CELLULAR CONCEPTS. Any ultimate purchase of any product, goods or services from CELLULAR CONCEPTS is made subject to the law of the State of Pennsylvania, which substantive law shall control the relationship of the parties.

ARBITRATION:

Any controversy, dispute or claim between CELLULAR CONCEPTS and any other party arising out of/or involving any CELLULAR CONCEPTS business relationship shall be resolved by binding arbitration. The arbitration shall be conducted in accordance with the Procedures of the American Arbitration Association. This arbitration agreement does not cause waiver or modification of either party's right to legal proceedings in a court residing in the same judicial jurisdiction as stated herein, to enforce any unpaid monetary debts by either party, as awarded by the arbitrator following Binding Arbitration. The parties agree to such venue as the forum of choice of the parties.

The arbitrator shall apply Pennsylvania substantive and procedural law to the proceeding. The demand for arbitration must be in writing and must be made by the aggrieved party within ninety (90) days of the event-giving rise to the demand. The arbitration shall take place in Wayne, Pennsylvania or in such other location as agreed by the parties.

The arbitrator's power to award a remedy shall be limited to monetary damages. Should either party wish to seek injunctive relief or other non-monetary relief, such claims shall be brought exclusively in a court of competent jurisdiction, located in the State of Pennsylvania, County of Delaware.

The arbitrator shall determine if there is any prevailing party, and the prevailing party shall be awarded only such fees and expenses as are permitted under the law of the State of Pennsylvania. Both parties shall pay the fees for the arbitrator equally. The parties understand and acknowledge that by agreeing to arbitration they are giving up any right they may have to a judge or jury trial with regard to all issues subject to arbitration.

THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION, WHICH MAY BE ENFORCED BY THE PARTIES.