You will submit a complete Program application via our site. Toyboxxx.com will then review your application. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include those that:

• promote violence
• promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
• promote illegal activities
• violate intellectual property rights

If we reject your application, you are welcome to reapply to the Program at any time.

• Product Lists: You have the option to link to as many products as you wish that are listed on our site. You will be responsible for the content, style, and placement of these references. You will provide a special link from each product reference on your site to the corresponding Toyboxxx.com online catalog entry. Each link will connect directly to a single item in our online catalog, using a special link format that we give you. Products that are individually listed and linked as described above will be referred to as "Individually Linked Products."
• General Link to Toyboxxx.com Home Page: You may provide a general link on your site to our home page in a format to be approved by Toyboxxx.com. We will provide you with guidelines to use in linking to our home page.

Once the customer completes an order at Toyboxxx.com generated from a link on your site they will be considered customers of Toyboxxx.com. We will handle the entire order process. This includes order processing, payment retrieval, order shipping, and customer service. We reserve the right to refuse any order that does not meet the requirements of Toyboxxx.com order rules and regulations.

For a product sale to generate a referral fee, the customer must follow a special link (in the format specified by Toyboxxx.com) from your site to the Toyboxxx.com site; purchase the product using our automated ordering system; accept delivery of the product at the shipping destination; and remit full payment to us. We will not, however, pay referral fees on any products that are added to a customer's Shopping Cart after the customer has reentered the site (other than 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 may not purchase products 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. Products that are entitled to earn referral fees under the rules set forth above are hereinafter referred to as "Qualifying Products."

Qualifying Products are every video, DVD, CD-ROM, and toy listed for sale to the general public on our site.

You will earn referral fees based on the sale price of Qualifying Products (as defined above), according to fee schedules to be established by us. "Sale price" means the sale price listed in our catalog (in the "Our Price" row) and excludes costs for shipping, handling, gift-wrapping, and taxes. The current fee schedule is:

We will pay you referral fees on a monthly basis. Approximately 14 days following the end of each month, we will send you a check for the referral fees earned on products that were shipped during that month, less any taxes that we are required by law to withhold.

Customers who buy products through this Program will be deemed to be customers of Toyboxxx.com. Accordingly, all Toyboxxx.com rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may 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. Product prices and availability may vary from time to time. Because price changes may affect products that you already have listed on your site, you may not include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

You may link to our site but you may not use our content. This includes product descriptions and any other content found on Toyboxxx.com. Toyboxxx.com holds all copyrights and licenses over all content and materials found on the Toyboxxx.com website.

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 or e-mail notice of termination. You are only eligible to earn referral fees on sales of Qualifying Products occurring during the term, and 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.

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. 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 products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, 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 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.

This Agreement will be governed by the laws of the United States and the state of Nevada, 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 Carson City, Nevada, 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 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.