Naturally Curious Direct Associate Agreement

IN ORDER TO BE AN ASSOCIATE YOU MUST COMPLY WITH ALL TERMS AND CONDITIONS CONTAINED IN THIS ASSOCIATE AGREEMENT. PLEASE READ THE AGREEMENT CAREFULLY BEFORE REGISTERING AND USING THE SERVICES.
 
 IF YOU  USE THE SERVICES YOU HAVE INDICATED YOUR ACCEPTANCE OF THIS AGREEMENT INCLUDING ITS TERMS AND CONDITIONS.
 
 DO NOT USE THE SERVICES IF YOU DO NOT AGREE WITH THIS ASSOCIATE AGREEMENT.

This Associate Agreement (“Agreement”) is made between Naturally Curious, Inc. (“Distributor”), a Texas Corporation, and you as a web site owner and participant in the Services (“You”, “Your”, or “Associate”).

1. GRANT OF LICENSE. Distributor has developed a system that fosters electronic commerce ("Service(s)"). You may link your web site to a web site owned by Distributor. Distributor may pay to Associate the Referral Fee in return for advertising services that lead to a Qualifying Link Sale. Qualifying Link Sale is a link from your web site to a web site owned by Distributor if it is the last link to Distributor's web site that the customer uses during a Session and a purchase of a Distributor product or service by that customer occurs. Session is the period of time beginning from a customer's initial contact with Distributor's web site from a link from Associate’s web site and terminating when the customer leaves the Distributor's web site or this Agreement expires, whichever is earlier. Distributor grants to Associate a personal, non-sublicensable, nonexclusive license to participate in the Service in consideration of Associate’s compliance with the terms and conditions of this Agreement. All ownership to the Service at all times remains with Distributor.

2. USE OF SERVICE. Use of the Service constitutes Your acceptance of the terms and conditions of this Agreement. You shall not rent, sell, lease, licensee, or otherwise transfer the Service for the benefit of a third party.

3. REFERRAL FEE. Distributor agrees to pay Associate the Referral Fee of 10% of the net sales (sales price less shipping exceeding what customer pays for postage/handling, less 1.5% for credit card fee; on orders over $100.00, or if your link generates over $1,000 in sales per quarter, Naturally Curious will assume all the shipping charges) resulting from the link if a Qualifying Link Sale occurs during a Session. Distributor will decide if there has been a Qualifying Link Sale in Distributor’s sole discretion. Distributor reserves the right to change the Referral Fee at any time. All changes in the Referral Fee may be posted on the web site owned by Distributor.

4. NON-QUALIFYING LINK SALES. The sale of a product or service is a Non-Qualifying Link Sale if the sale is made to or on behalf of Associate, the sale is canceled, the purchase price is not paid for the product or service, the product is returned, or it is a fraudulent sale.

5. QUARTERLY PAYMENTS. Referral Fee, if due, will be paid quarterly. Approximately 45 days after the end of each calendar quarter Associate will be sent a check for Referral Fee earned the previous calendar quarter. Distributor will determine the Referral Fee in Distributor’s sole discretion. If the Referral Fee totals less than $50.00 Distributor will hold the Referral Fee until the total Referral Fee due to Associate is at least $50.00. No Referral Fee that totals less than $50.00 will be paid. If any Referral Fee is paid on Non-Qualifying Link Sales, the amount of the Referral Fee paid on Non-Qualifying Link Sales may be deducted from subsequent Referral Fee payments. If there are insufficient Referral Fee payments to recoup the Referral Fee paid on Non-Qualifying Link Sales the amount of the Referral Fee paid on Non-Qualifying Link Sales will be billed to you. Associate is responsible to Distributor for all Referral Fee paid on Non-Qualifying Link Sales.

6. CONTENT. As part of the Service Associate may have access to information, software, photos, text, video, graphics, music, sound, images, other materials, and/or services ("Content"). Distributor grants Associate a personal, non-sublicensable license to download Content to a single computer for purposes of viewing and browsing through the Content or to create a link. All other use of Content, including but not limited to modification, publication, transmission, participation in the transfer or sale of, reproduction, creation of derivative works from, distribution, performance, display, incorporation into a web site, or in any other way voiding any item in the Content in whole or in part, is prohibited.

7. MODIFICATION. Distributor reserves the right, at Distributor's sole discretion to change this Agreement and the Service at any time. Changes to the Agreement and the Service may be listed on the web site of Distributor. Distributor may change, suspend, or discontinue any aspect of the Service at any time. Concept Software may also impose limits or restrict Associate’s access to parts or all of the Service without notice or any liability to Distributor.

8. REVIEW. At any time, Distributor may review Associate’s web site and/or any links for suitability, however, Distributor is not required to review Associate’s web site and/or links. No obscene language, sexually oriented material, or offensive material may be used on Associate’s web site. Distributor reserves the right to refuse to allow Associate to use the Service if for any reason Distributor deems Associate’s web site and/or link to be unsuitable, at Distributor's sole discretion.

9. CHARGES. Distributor reserves the right to charge for any of the Service. Distributor may post any information concerning a change in charges on its web site.

10. REPRESENTATIONS AND DISCLAIMERS. (a) Associate represents and agrees that Associate’s conduct conforms and will conform to all applicable laws and regulations and that Associate does not and will not violate the rights of any third parties, including but not limited to, all intellectual property rights. (b) Associate agrees that Distributor may rely on any data, notice, instruction or request from Associate as reasonably believed by Distributor to be genuine and to have been sent by a person reasonably believed by Distributor to be authorized to act on Associate’s behalf. Associate shall notify Distributor of any known or suspected unauthorized uses of Associate’s account, or any known or suspected breach of security in cases of loss, theft or disclosure. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of this Agreement by Distributor and referral of the matter to the appropriate law enforcement agency.

11. SUBMISSIONS. If Associate or anyone else sends us creative suggestions, ideas, notes, drawings, concepts or other information ("Information"), the Information will be deemed and remain the property of Distributor. None of the Information shall be subject to any obligation of confidentiality on the part of Distributor and Distributor shall not be liable or owe any compensation for any use or disclosure of the Information.

12. CONFIDENTIALITY. You acknowledge that in the course of using the Service you may obtain information relating to the Service and Distributor. Such information shall belong solely to Distributor. You agree not to use or disclose any such information.

13. INDEMNITY. Associate will defend and indemnify Distributor and hold Distributor harmless from and against any and all claims, actions, proceedings, judgments, losses, liabilities, costs, and expenses (including attorney fees and expenses) arising out of or relating to any of Associate’s activities or inaction and/or arising out of or relating to any claims of Associate.

14. NO WARRANTY. Associate expressly agrees that use of the Service is at Associate’s sole risk. There is no warranty that the Service will not be interrupted or error free; nor does Distributor make any warranty as to the results that may be obtained from the use of the Service. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL DISTRIBUTOR, ITS OFFICERS, AGENTS OR ANY ONE ELSE INVOLVED IN THE SERVICE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE SERVICE; OR THAT RESULTS FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, DELAYS IN TRANSMISSION OR ANY FAILURE OF PERFORMANCE, NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO DISTRIBUTOR’S RECORDS, PROGRAMS OR SERVICES. DISTRIBUTOR DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, THE WARRANTY OF MERCHANTABILITY AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. Notwithstanding the above, Associate’s exclusive remedy for all damages, losses and causes of actions whether in contract, tort (including negligence) or otherwise, shall not exceed the aggregate dollar amount of Referral Fees paid during the term of this Agreement.

15. TRANSFER OF RIGHTS. This Agreement shall be binding on any successors of the parties. Associate shall not have the right to assign its interests in this Agreement to any other party, unless the prior written consent of Distributor is obtained.

16. TERMINATION. This Agreement may be terminated for convenience by either party by providing 15 days written or electronic notice to the other party. If at any time during the term of this Agreement Distributor discovers that any actions of Associate violate the laws of Colorado, any other entity in the United States, or the United States government, this Agreement shall immediately terminate and any and all outstanding moneys owed to Distributor by Associate shall become due and payable immediately. Upon termination by either party, Distributor reserves the right to hold back any Referral Fee for ninety (90) days from the termination date.

17. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

18. AMENDMENT. This Agreement may not be modified or amended in any form except in writing signed by both parties.

19. SEVERABILITY. If any provision of the Agreement (or portions thereof) are held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of this Agreement will not in any way be affected or impaired thereby unless said illegality forces a complete termination of the Agreement.

20. WAIVER OF CONTRACTUAL RIGHT. The failure of Distributor to enforce any provision of this Agreement shall not be construed as a waiver or limitation of Distributor’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

21. APPLICABLE LAW. This agreement shall be governed by the laws of the State of Texas, not withstanding any conflict of laws provisions. Any legal action against Distributor must be brought in the courts for Bastrop County, Texas.

22. SURVIVAL. Paragraphs 10, 11, 12, 13, 14, 16, 17, 19, 20, 21, 22 and 23 shall survive the termination of this Agreement.

23. INDEPENDENT CONTRACTORS. The parties are independent contractors and are not principal agents, joint venturers or partners.