McDERMOTT AFFILIATE AGREEMENT

Affiliate Program Operating Agreement
You must read and accept this agreement in order to access the online application/signup .
This Agreement contains the complete terms and conditions that apply to your participation as an Affiliate in the McDermottCue.com Affiliate Program.

1. Terms
The term of this Agreement will begin upon McDermottCue.com's acceptance of your affiliate application. Either party may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You are only eligible to earn commission on sales occurring during the term of this Agreement.

2. Commission Determination
McDermottCue.com will pay you 10% for each sale that originates from your affiliate link. Commission rates will be based on the aggregate amount actually paid to us for Qualifying Purchases of the McDermottCue.com products, excluding amounts collected by us for sales taxes, duties, gift-wrapping, shipping, handling, and similar charges, amounts due to credit card fraud and bad debt, and credits for returned goods ("Net Sales").

3. Commission Payment
A commission check will be sent to you for the applicable commission (less any taxes required to be withheld under applicable law) directly from McDermott on the 20th day of each month.

4. License
WE GRANT YOU, DURING THE TERM OF THIS AGREEMENT, A NON-EXCLUSIVE, NON-TRANSFERABLE, REVOCABLE RIGHT TO (i) ACCESS OUR SITE THROUGH THE LINKS SOLELY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND (ii) SOLELY IN CONNECTION WITH SUCH LINKS, TO USE THE McDermottCue.com TRADEMARK AND LOGO AND SIMILAR IDENTIFYING MATERIAL RELATING TO US BUT ONLY IN THE FORMS THAT WE PROVIDE TO YOU (COLLECTIVELY, THE "LICENSED MATERIALS"), FOR THE SOLE PURPOSE OF PROMOTING McDermottCue.com Products and LINKING YOUR SITE TO OUR SITE, WHERE YOUR USERS CAN PURCHASE McDermottCue.com PRODUCTS. YOU MAY NOT ALTER, MODIFY, OR CHANGE THE LICENSED MATERIALS IN ANY WAY. WE RESERVE ALL OF OUR RIGHTS IN THE LICENSED MATERIALS. YOU ARE ONLY ENTITLED TO USE THE LICENSED MATERIALS TO THE EXTENT THAT YOU ARE A MEMBER IN GOOD STANDING OF THE AFFILIATE PROGRAM. WE RESERVE ALL OF OUR RIGHTS IN THE LICENSED MATERIALS AND ANY OTHER MATERIALS WE MAY PROVIDE TO YOU. WE MAY REVOKE YOUR LICENSE AT ANY TIME UPON WRITTEN NOTICE TO YOU.

5. Our Responsibilities
McDermott will be responsible for providing all information necessary to allow you to make appropriate Links from your site to our site. We will be solely responsible for processing every order placed by a customer following a special Link from your site, for tracking the volume and amount of sales generated by your site, and for providing information to Affiliate Sites regarding sales statistics. We will be responsible for order entry, payment processing, shipping, cancellations, returns, and related customer service.

6. Policies and Pricing
Customers who buy McDermottCue.com products through the Affiliate Program will be deemed to be customers of McDermott Cue MFG. Accordingly, all of our rules, policies, terms and conditions and operating procedures concerning customer orders, customer service, and McDermottCue.com product sales will apply to those customers. We may change our policies, terms and conditions and operating procedures at any time. For example, we will determine the prices to be charged for McDermottCue.com products sold under the Affiliate Program in accordance with our own pricing policies. Prices and availability of McDermottCue.com products may vary from time to time. Accordingly, you may not include price information in your product descriptions. While we will use commercially reasonable efforts to present accurate information, we cannot guarantee the availability or price of any particular product.

7. Publicity
You agree that you will not use McDermott's name, logo, or trademarks in any press releases, advertising, or other promotional activities, in any form or media, without first getting our express written approval, which we may withhold at our sole discretion.

8. Obligations Regarding Your Site
a. You agree that you are solely responsible for, and we have no liability for, the development, operation, or maintenance of your site, or for any materials contained on your site. Such responsibilities include, but are not limited to, the technical operation of your site and all related equipment; creating and posting product reviews, descriptions, and references on your site and linking those descriptions to our catalogue; the accuracy and propriety 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 and are not libelous or otherwise illegal. We disclaim all liability for such matters.

b. You agree that your site will not, in any way, copy or resemble the look and feel of our site, nor will you create the impression that your site is our site or is a part of our site, nor will you frame any page on the McDermottCue.com site being viewed by a user of your site who links to the McDermottCue.com site through a Link.

c. You represent and warrant that your site does not currently contain and will not contain any content, or links to any material that is in any way unlawful, infringing, harmful, threatening, harassing, defamatory, obscene, or violent.

 9. Term of Agreement and Termination
The term of this Agreement will begin upon our acceptance of your Affiliate 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 only eligible to earn commissions on sales occurring during the term, and commissions earned through the date of termination will remain payable only if the related qualified purchases are not cancelled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

10. Modification
We may modify any of the terms and conditions contained in this Agreement at any time in our sole discretion. Modifications may include, but are not limited to, changes in the scope of available commissions, commission payment schedules, payment procedures, and Affiliate Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the Affiliate Program following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change.

11. 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, 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 to this Agreement.

12. 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 AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

13. Relationship of Parties
The relationship between McDermottCue.com and you shall that of independent contractors. Nothing contained in this Agreement will create any partnership, joint venture, agency, franchise, distributor, employment, or any similar relationship between the parties. You understand and affirm that you have no right to make or accept any offers or representations on behalf of McDermottCue.com.

14. Governing Law / Venue
This Agreement will be governed by the laws of the United States and the State of Wisconsin, without reference to rules governing choice of law. Any action relating to this Agreement must be brought and maintained exclusively in the federal or state courts located in the State of Wisconsin, and you irrevocably consent to the jurisdiction of such courts. . Each of us hereby waives any defenses based upon the venue, the inconvenience of the forum, the lack of personal jurisdiction, the sufficiency of service of process or the like in any such action or suit brought in the State of New Jersey.

15. No Assignment; Waiver
You may not assign this Agreement. 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 a provision or any other provision of this Agreement.