The following terms and conditions shall govern your participation in the CSS Publishing Affiliate Program. This Agreement is entered into by and between you ("Affiliate"), and Csspub.com and CSS Publishing Company, Inc. ("Csspub.com”, or "us”, our"), which is a company that operates a e-commerce site on the Internet at www.csspub.com.

By clicking on the "I AGREE" button, you agree to be bound by all of the terms and conditions contained in this CSS Publishing Affiliate Program Agreement ("Agreement"). This Agreement supersedes any and all prior agreements whether oral or written by and between Affiliate and Csspub.com with respect to any and all CSS Publishing Affiliate Program.

1. DEFINITIONS

As used herein, the following capitalized terms and phrases shall have the following meaning ascribed to them in this Agreement:

1. "Affiliate Program” shall mean the program managed by or on behalf of Csspub.com by which participating entities place Links on their web sites and e-mail communications and software applications that connect to the Csspub.com Site and Csspub.com pays each participating entity a referral fee for certain sales generated by the Linked User.
2. "Csspub.com Mark” shall mean any Csspub.com owned or licensed trademark, service mark or logo provided by Csspub.com to the Affiliate hereunder.
3. "Csspub.com Content" shall mean proprietary content of Csspub.com contained on the Csspub.com Site, or content contained on the Csspub.com Site which Csspub.com has the right to sublicense to the Affiliate as contemplated herein. In no event shall the term "Csspub.com" be deemed to include any copyrighted or otherwise proprietary content which Csspub.com neither owns nor licenses.
4. "Csspub.com Marks" shall mean the words "Csspub.com” and CSS Publishing or any variation thereof.
5. “Csspub.com Product" shall mean any merchandise offered for sale by or on behalf of CSS Publishing on the Csspub.com Site. "Csspub.com Product" shall not include (i) Csspub.com Gift Cards, gift certificates or any other cash equivalent products and services or (iii) any item available for purchase through a shopping cart not managed or controlled by Csspub.com.
6. “Csspub.com Site" shall mean the world wide web site (including mirror or successor web sites) located at http://www.bn.com.
7. “Link” shall mean the graphic or textual hyperlink in the form obtainable from the Csspub.com Affiliate Account which when placed on the Affiliate site and "selected" by a user of the Affiliate site: (i) establishes a direct hyperlink connection from the Affiliate Site to the Csspub.com Site and (ii) which contains technology provided by or on behalf of Csspub.com which allows Csspub.com to track sales generated by such Linked User on the Csspub.com Site. Such technology may be embedded in the URL.
8. “Net Sales Revenue” shall mean the gross revenue actually received by Csspub.com from a Linked User in connection with a purchase during the Term less (i) applicable sales taxes, duties, gift-wrapping fees, shipping fees, handling fees and other similar charges, (ii) losses due to credit, charge and debit card fraud and bad debt, (iii) credits for returned goods, and (iv) the face value of any coupon or other discounts applied by such Linked User to such purchase.
9. Affiliate Site" shall mean (i) the world wide web site, (ii) e-mail communication or (iii) software application which, in either case, is controlled by Affiliate that contains a Link or Csspub.com Content in accordance with the terms of this Agreement.
10. "Term" shall have the meaning ascribed thereto in Section 11(a) hereof.

2. LINKING AFFILIATE SITE WITH CSSPUB.COM

1. Csspub.com will provide Affiliate with an affiliate ID number, graphics, and instructions on how to link Affiliate site to Csspub.com.
2. Affiliate will place Csspub.com graphics on Affiliate website and create links to Csspub.com so Affiliate can offer Csspub.com materials and products for sale to visitors to Affiliate web site. Affiliate may create as many or as few links as Affiliate desires. We encourage Affiliate to include a link to the Csspub.com home page. Affiliate will be solely responsible for the placement of the graphics and the appearance of Affiliate website, and Affiliate will be solely responsible for the ongoing maintenance of the graphics and links.
3. Csspub.com can not provide extensive computer software, service or hardware assistance when affiliates are establishing their web sites.
4. All links must be from Csspub.com if Affiliate wishes to receive credit from Csspub.com. Please copy and paste the HTML exactly as it has been generated. Please do not attempt to modify it in anyway. If HTML is modified, Csspub.com may not be able to track the sales and we will not be responsible for any sales that may be lost.

3. ORDER PROCESSING

1. CSSpub.com possess the sole right and responsibility to process product orders placed by customers (the "Customers") who access Csspub.com via the Links(s) in the session(s) commenced with their arrival at Csspub.com, including, but not limited to, handling customer transaction payments, packing and shipping orders, and providing customer service.
2. Orders will be governed by our applicable terms and conditions of sale, and all agreements relating to such terms and conditions will be by and between the Customer and Csspub.com. Those terms and conditions may be changed at any time for any reason, without notice to Affiliate. Selling prices for the products will be set by Csspub.com at our sole discretion, and may be changed at any time.

4. AFFILIATE COMMISSION

1. As payment for posting an affiliate URL link on Affiliate website, Affiliate will receive a percentage commission as illustrated below, based on sales volume.

2. The commission dollars earned is based on the Net Sales Price of the item(s) shipped on an Order received from Affiliate URL(s) and shipped by Csspub.com.
3. The Net Selling Price is the unit price paid for the Order(s) by the Customer not including and less any charges or costs for shipping, handling, returns, services charges, taxes, or an other charges incurred by the Customer.
4. Gift Certificates are also excluded from the "net selling price".
5. If the customer returns an item for which Affiliate were paid a commission, Affiliate future commission dollars will be reduced based on the commission credited or paid for the returned item(s).
6. The commission dollars will be credited to Affiliate Account up to 48 hours after the order is shipped. Affiliate sales reports can be accessed online through our Affiliate Site.
7. Payments will be made following each calendar quarter, for all commissions equal to or more than $20.00. If Affiliate commissions are less than $20.00, Affiliate’s payment will be carried forward to the next quarterly pay period until such time as the payments are $20.00 or more.
8. Affiliate will be asked to provide Csspub.com with their social security number or tax payer identification (Tax ID #) and address in an effort to comply with IRS regulations.

5. LICENSES AND RESTRICTIONS

1. Subject to the terms and conditions of this Agreement, Csspub.com hereby grants to the Affiliate a non-exclusive, non-transferable, limited license to reproduce and display the Csspub.com Marks and Content in connection with the display of the Links and as otherwise contemplated in this Agreement; provided, however, that the Affiliate shall not make any specific use of any Csspub.com Marks or Content without first submitting a sample of such use to Csspub.com and obtaining Csspub.com’s prior consent, which consent shall not be unreasonably withheld. Such license shall terminate upon the effective date of the expiration or termination of this Agreement, and the Affiliate shall immediately cease using and remove or destroy all Csspub.com Marks and Content from the Affiliate Site and any other Affiliate Partner's materials.
2. Any and all goodwill associated with uses of the Csspub.com Marks and Content shall inure solely and exclusively to the benefit of Csspub.com and its licensors.
3. Restrictions:

I. The Affiliate Site shall not in any way copy or resemble the "look and feel" of the Csspub.com Site, nor will the Affiliate create the impression that the Affiliate Site is the Csspub.com Site or is a part of the Csspub.com Site. The Affiliate Site shall not contain any content of the Csspub.com Site or any materials which are proprietary to Csspub.com, except materials which are obtained by the Affiliate via (1) the Affiliate Site in accordance with the provisions hereof or the policies or instructions thereon, and (2) an express license from Csspub.com.

II. Affiliate hall not use the Csspub.com Marks or Content: (1) to disparage Csspub.com, or its affiliates, products or services: or (2) for promotional goods or for products which, in Csspub.com’s reasonable judgment, may diminish or otherwise damage Csspub’s or its licensor's goodwill in the Csspub’s Marks or the Csspub.com Content, including but not limited to uses which could be deemed to be in poor taste or unlawful, or which purpose is to encourage unlawful activities.

III. The Csspub.com Marks and Content must not be used in a manner that implies Csspub.com sponsorship or endorsement of the product, service, or content presented on the Affiliate Site.

IV. The uniform resource locators (URLs), domain names or other identifiers of the Affiliate Site shall not contain any Csspub.com Mark or any derivative thereof without the express written consent of Csspub.com. Such Csspub.com marks and derivative include without limitation "CSS”, “CSS Publishing” and “csspub.com”. Furthermore, Affiliate may not purchase or otherwise contract with third parties to exploit any Csspub.com Mark or derivative thereof for the purpose of causing the Affiliate Site to appear as a search result or for any other reason.

V. Affiliate acknowledges that the Csspub.com Marks are valid service marks, trademarks, trade names and logos and the sole property of Csspub.com and its licensors, and Affiliate shall not disparage or challenge the validity of the Csspub.com Marks.

VI. Without limiting any rights Csspub.com may have, if Affiliate breaches any of the restrictions set forth in this Section 4, Csspub.com has the right to: (1) invalidate any amounts attributable to such misuse of the Csspub.com Mark, Csspub.com Content or derivatives thereof; (2) seek reimbursement, or exercise set-off from future payments to Affiliate, of any amounts paid to Affiliate and attributable to such misuse of the Csspub.com Marks, Csspub.com Content or derivatives thereof; and (3) seek injunctive relief or other appropriate relief in any state or federal court in the state of Ohio or any other court of competent jurisdiction (and Affiliate hereby consents to the non-exclusive jurisdiction and venue in such courts).

VII. Affiliate shall not use any Csspub.com Mark or Csspub.com Content in a manner that would violate, or give Csspub.com or its licensors liability under, any applicable law including without limitation the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 ("CAN-SPAM Act") and any CAN-SPAM Act regulations

6. SITE REQUIREMENTS

1. Each party will be solely responsible for the development, operation and maintenance of its site and for all materials that appear on its site. Such responsibilities include, but are not limited to:
   
1. Ensuring the technical operation of its site and all related equipment;
2. Ensuring the accuracy and appropriateness of materials posted on its site;
3. Ensuring that materials posted on its site do not violate any law, rule or regulation, or infringe upon the rights of any third party (including, for example, copyright, trademarks, privacy or other personal or proprietary rights); and
4. Ensuring that materials posted on its site are not libelous or otherwise illegal.
2. Each party disclaims all liability for all such matters with respect to the other party's site.

7. USE OF CSS PUBLISHING (Csspub.com) AFFILIATE PROGRAM DATA

Csspub.com reserves the right to disclose information about sales and usage generated by the CSS Publishing Affiliate Program in forms that do not reveal your personal identity.

8. REPRESENTATIONS AND WARRANTIES

1. The Affiliate hereby represent and warrant to Csspub.com as follows:
   
1. This Agreement has been duly and validly executed and delivered by the Affiliate and constitutes the legal, valid and binding obligation of the Affiliate, enforceable against the Affiliate in accordance with its terms.
2. The execution, delivery and performance by the Affiliate of this Agreement and the consummation by the Affiliate of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time or both, conflict with or violate (A) any provision of law, rule or regulation to which the Affiliate is subject, (B) any order, judgment or decree applicable to the Affiliate or binding upon the Affiliate’s assets or properties, or (C) any agreement or other instrument applicable to the Affiliate or binding upon the Affiliate’s assets or properties.
   
2. Csspub.com hereby represents and warrants to the Affiliate as follows:
   
1. This Agreement has been duly and validly executed and delivered by Csspub.com and constitutes the legal, valid and binding obligation of Csspub.com, enforceable against Csspub.com in accordance with its terms.
2. Csspub.com is the owner or licensee of the Csspub.com Marks and/or has the right and power to license to the Affiliate the Csspub.com Marks and all right, title and interest in all materials created by employees of Csspub.com for or in connection with the Csspub.com Site, in the manner contemplated herein, and such license does not and will not breach, conflict with or constitute a default under any agreement or other instrument applicable to Csspub.com or binding upon its assets or properties.
   
3. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, NEITHER PARTY MAKES ANY REPRESENTATION THAT THE OPERATION OF ITS SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND SUCH PARTY WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

9. DISCLAIMER OF WARRANTY

THE CSSPUB.COM AFFILIATE PROGRAM AND Csspub.com ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF THE CSSPUB.COM AFFILIATE PROGRAM OR Csspub.com WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. By executing this Agreement Affiliate acknowledges and expressly agree to and accept this Disclaimer of Warranty.

10. LIMITATION OF LIABILITY

1. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF REVENUE OR LOST PROFITS, ARISING FROM ANY PROVISION OF THIS AGREEMENT, EVEN IF SUCH PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. THE AGGREGATE LIABILITY OF CSSPUB.COM AND ITS AFFILIATES, DIRECTORS AND OFFICERS ARISING WITH RESPECT TO THIS AGREEMENT OR THE AFFILIATE NETWORK PROGRAM SHALL NOT EXCEED THE AGGREGATE QUALIFYING PURCHASE REFERRAL FEES AND BONUS REFERRAL FEES PAID OR PAYABLE TO AFFILIATE UNDER THIS AGREEMENT.

11. TERM; TERMINATION

1. The term of this Agreement will commence upon Csspub.com’s acceptance of the Affiliate Application and will end when terminated by either party in accordance with the terms hereof (the "Term"). Either party may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination provided that Csspub.com may provide written notice to Affiliate via e-mail or via a notice posted within the Affiliate account within the Affiliate Site.
2. Affiliate may terminate this Agreement at any time by sending notice to Csspub.com via e-mail to affiliates@csspub.com. Affiliates will be credited with all Commissions earned through the date of termination.
3. We may, in our sole discretion, terminate this Agreement at any time for any reason(s), whatsoever, or for no reason at all, including, without limitation, Affiliate breach of this Agreement.

12. RELATIONSHIP OF PARTIES

1. Nothing contained in this Agreement shall be deemed or construed as creating a joint venture or partnership between Affiliate and Csspub.com. Neither party, by virtue of this Agreement, is authorized as, or shall be deemed, an agent, employee or representative of the other. Neither party shall have the power to control the activities and operations of the other and neither party shall act on behalf of the other party. Neither party shall represent to any others that it is an agent or representative of the other party.
2. Affiliate will not make any statement, whether on Affiliate website or otherwise, that would contradict anything in this Section.

13. MODIFICATION

We may modify this Agreement, at any time and at our sole discretion, by posting a change notice or new agreement on Csspub.com. Modifications may include, but are not limited to, changes in the scope of available materials, products, services, commissions, commission schedules, payment procedures and linking methods to Csspub.com. If any modification is unacceptable to Affiliate, Affiliates recourse would be to terminate this agreement. If Affiliate continues to participate in our Affiliate Program following any posting of changes, change notice or new agreement on our site shall constitute binding acceptance of the change.

14. CHANGES TO Csspub.com

We reserve the right, in our sole discretion, to discontinue operation of Csspub.com at any time without notice to Affiliate and to redesign and or modify the organization, structure, design, navigation, content, products, services and any other components of Csspub.com.

15. SEVERABILITY

In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

16. NOTICES

All notices to Affiliate will be sent to the e-mail address provided by Affiliate when Affiliate register for the Csspub.com Affiliate Program. All notices to Csspub.com will be sent to affiliates@csspub.com.

17. GOVERNING LAW

This Agreement will be governed and construed pursuant to the laws of Ohio applicable to contracts entered into and performed entirely within the State of Ohio, without regard to its conflict of law provisions. In the event of any dispute regarding the Csspub.com Affiliate Program or any matter related to this Agreement, Affiliate agrees that litigation shall be in the state or federal courts of Lima, Ohio. Any process, in any action or proceeding arising under or relating to this Agreement, may, among other applicable methods, be served by delivering or mailing the same by registered or certified mail return receipt requested, directed to Csspub.com at:

CSS Publishing Company, Inc. (Csspub.com)

Attn: Website Manager
517 S. Main Street
Lima, Ohio 45804

18. ENTIRE AGREEMENT

This agreement constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior agreements, oral or in writing.