AFFILIATE AGREEMENT

This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the # 1 Domain Names International, Inc. dba 1dni.com Affiliate Program (the "Affiliate Program").  As used in this Agreement, "we" means # 1 Domain Names International, Inc., "you" means the applicant, and "services" means domain name registration services offered by 1dni.com.  "Web Site" means a World Wide Web site and, depending on the context, refers either to 1dni.com's web site or to the web site that you will link to our site.

1.    JOINING THE PROGRAM

To join, you will submit a complete Affiliate Program application via our web site.

We will evaluate your application in good faith and will notify you of your acceptance or denial.

We may deny your application if we determine (at our sole discretion) that the web site contains content deemed inappropriate for our program.   Questionable content that may be denied include, but is not limited to, web sites that:

• Promote, contain or link to sexually explicit materials

• Contain any libelous, defamatory or disparaging materials

• Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age

• Promote illegal activities

• Violate intellectual property rights or violate any local, state, federal or other law or regulation

• Promote violence, terrorism or hate

You need to place our link on your site within 10 days to qualify for the sign up bonus of $20.00. If link is not found, no credit will be issued until link is located. If you have not received your bonus within 14 days please email us with the link to the page on your site where our link is located.

2.    LINKING TO 1DNI.COM

You may not alter the product images, descriptions and pricing without prior approval.  We provide access to a toolkit with an HTML generator.  You must use the links as provided in order to meet the criteria in the operating agreement.

If you would like to modify the links provided, you need prior written permission from 1dni.com.  Multiple placement of the link is encouraged but not required.

3.    COMMISSION FEES

Subject to the terms and conditions of this Agreement, you will be paid commission fees for each unique user referred from your web site through the 1dni.com link on your web site who successfully registers a domain name on the 1dni.com web site.  If at any time it is determined by 1dni.com that the user is not a unique individual who has not previously registered a domain name on the 1dni.com web site, 1dni.com reserves the right to withhold any payments to your site resulting from that individual's domain name registrations.

4.    COMMISSION FEE SCHEDULE

You will earn commission fees based on the number of unique users you refer to us from your web site.  Your fees will be equal to forty  percent (40%) of 1dni.com's gross revenues from the registration (during the term of this Agreement) of each domain name registered.  In addition, any service offered on 1dni.com that is included in the registration process, such as DNS plus, is subject to the same commission fee schedule.

5.    COMMISSION FEE PAYMENT

Subject to the terms and conditions of this Agreement, you will be paid the commission fees on a monthly basis for any month in which your commission fees are at least Fifty ($50.00US) Dollars.  For months in which the commission fee payable is less than the minimum amount, the fees will be rolled over into the next month.  Payments will be distributed by the Fifteenth (15^th) of the month immediately following the month commissions are collected.  Chargeback's, credits and refunds are removed from any commission due prior to distribution of commissions.  In the event a chargeback, credit or refund is incurred after a commission has been paid then your account will be debited the amount from future commission payments.  We reserve the right to hold questionable funds for up to 180 days pending completion of the transaction, reasons including but not limited to, chargeback pending or likely, etc.

6.    POLICIES AND PRICING

Clients who register domain names with 1dni.com through this Affiliate Program will be deemed to be clients of 1dni.com.  Accordingly, all 1dni.com rules, policies and operating procedures concerning domain name registration, including 1dni.com's current Registration Agreement and Dispute Policy will apply to those clients.  We may change our policies and operating procedures at any time without notice.  For additional information regarding 1dni.com's Registration Agreement and Dispute Policy, please see the Legal Notices page on 1dni.com.

7.    IDENTIFYING YOURSELF AS AN AFFILIATE

We may at our discretion make available to you a small graphic image (the "Mark") that identifies your web site as an Affiliate Program participant.  You will prominently display this logo or the phrase "an affiliate with 1dni.com" somewhere on your web site.  We may modify the text or graphical image of this notice from time to time.  In addition, we encourage you to include a link to the 1dni.com home page at www.1dni.com.

8.    LIMITED NON-EXCLUSIVE LICENSE

We grant you a non-exclusive, non-transferable, revocable right to use the Mark and such other 1dni.com logos and text for which we grant express permission, solely for the purpose of identifying your web site as an Affiliate Program participant.  You may not modify the Mark, or any mark included in the 1dni.com ToolKit, the message, or any of our images or trademarks in any way.  We reserve all of our rights in the Mark, the message, any other images, our trade names and trademarks, and all other intellectual property rights.  Except as provided here you agree that you have no rights, title or interest in or to the Mark, the message or other images, trademark or tradenames provided to you by 1dni.com and all uses of such materials by you will inure to the benefit of 1dni.com.  You agree not to apply for registration of any of the 1dni.com trademarks, servicemarks or tradenames (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 1dni.com or its trademarks.  We may revoke your Affiliate Agreement at any time by giving you written notice.

9.    RESPONSIBILITY FOR YOUR WEB SITE

You will be solely responsible for the development, operation, and maintenance of your web site and for all content that appears on your website.  For example, you will be solely responsible for:

• the technical operation of your web site and all related equipment

• creating and posting merchant descriptions on your web site and linking those descriptions to 1dni.com

• the accuracy and appropriateness of all content posted on your web site

• ensuring that content posted on your web 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 content posted on your web 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 web 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 1dni.com.  Possible uses include (but are not limited to) lists of the busiest sites, lists of member sites, bonus recipients, bonus leaders, etc.  You agree to allow 1dni.com to use screen shots of any of your Web pages that contain the 1dni.com HTML code in 1dni.com promotional materials.  The information provided by 1dni.com to you may be proprietary in nature.  You acknowledge that you are not a competitor of 1dni.com, and agree not to share this information with any of our competitors.  Anyone found in violation of these terms and conditions is subject to being banned from 1dni.com and possible criminal prosecution.

10.    TERMS OF THE AFFILIATE AGREEMENT

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 emailed notice of termination.  You are only eligible to earn commission fees on domain name registrations 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 web site is subject to periodic review.  If we determine at any point after acceptance into our Affiliate Program that your website or the content of the web site is not suitable for the Affiliate Program, we may terminate the status of your web site as an Affiliate without recourse.

11.    MODIFICATION

We may modify any of the terms and conditions contained in this Agreement, at any time and by 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.  We will provide an email notification to affiliates of these changes will possible, however this is not guaranteed.  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 WEB SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

12.    RELATIONSHIP OF PARTIES INVOLVED

You and we are independent contractors, and nothing in this Affiliate 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 web 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 AFFILIATE AGREEMENT OR THE PROGRAM OR THE REGISTRATION OF DOMAIN NAMES BY CLIENTS REFERRED TO US BY YOU, 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 COMMISSION FEES PAID OR PAYABLE TO YOU UNDER TO THIS AGREEMENT.

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 WEB 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.  Further, you will indemnify, defend and hold us harmless from all claims, damages and expenses (including, without limitation, reasonable attorneys' fees) relating to any warranties or representations made by you with respect to the Program or any services made available through the Program or through the 1dni.com web site.  These obligations will survive any termination of this Agreement.

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 CLIENT 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.   AFFILIATE DOWN-LINE

With the establishment of the Affiliate program, Affiliates are offered the opportunity (but are not required) to establish an affiliate down-line.  Commission schedule for the down-line affiliates are located on the administration screens.  The affiliates that sign up through the down-line are true affiliates of 1dni.com not sub-affiliates of the affiliate responsible for signing them up.

17.   MISCELLANEOUS

This Agreement will be governed by the laws of the United States and the State of West Virginia, without reference to rules governing choice of laws.  Any action relating to this Agreement must be brought in the federal courts or state courts located in southern West Virginia, 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.