OnePak Affiliate Program

OnePak, Inc.
AFFILIATE AGREEMENT

This agreement contains the terms and conditions that apply to your participation as an Affiliate in the OnePak.com Affiliate Program and to the establishment of links from your Web site to our Web site, "OnePak.com" (OnePak.com together with its owner, OnePak, Inc.)

BE ADVISED THAT UPON YOUR ACCEPTANCE, THIS IS A LEGALLY BINDING AGREEMENT. AS PART OF BECOMING AN AFFILIATE, YOU WILL BE ASKED WHETHER OR NOT YOU AGREE TO ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS, PLEASE DO NOT JOIN OUR AFFILIATE PROGRAM, AND THE APPLICATION PROCESS WILL TERMINATE. YOU SHOULD CONSULT SUCH OF YOUR ADVISORS AS YOU BELIEVE NECESSARY PRIOR TO MAKING A DECISION TO ACCEPT THIS AGREEMENT.

1. Enrollment

a. Our enrollment process consists of two steps. First, you must complete the online registration form, and agree to the terms of this Agreement. Second, we will evaluate your application notify you whether or not we will accept you as an affiliate. Notwithstanding your completion of the first step, we may reject and/or later terminate your application if we determine (in our sole discretion) that your site is unsuitable for the OnePak.com Affiliate Program for any or no reason, including, but not limited to, inclusion of content, or links to such material that is in any way unlawful, harmful, threatening, harassing, defamatory, obscene, violent or that:

1. promotes pornographic or sexually explicit materials;
2. promotes discrimination based on gender, race, religion, nationality, disability, sexual orientation or age;
3. violates copyrights, trademarks, or any other intellectual property rights of OnePak.com and its subsidiaries and affiliates or any other person or entity;
4. includes "OnePak.com" or any similar variations thereof in the domain name or other HTML tags.

b. Employees of OnePak.com and the immediate family members of such employees are not allowed to participate in the OnePak.com Affiliate Program.

2. Promotion of Affiliation

a. As an Affiliate Program member, we will make available to you a variety of graphic and textual links ("Links"), which, subject to the terms and conditions of this Agreement, you may display wherever you want on your site. The Links will serve to identify your site as a member of our Affiliate Program and will establish a link from your site to ours.

b. You agree that you will cooperate fully with us in order to establish and maintain such Links, and will not alter Links or their content in any way, except as we may direct from time to time. Each Link connecting users of your site to the pertinent area of our site will in no way alter the look, feel or functionality of our site.

3. Affiliate Identification

All Affiliates will be required to display a graphic or text provided by us indicating their affiliate relationship to OnePak.com.

4. Our Responsibilities

We will be responsible for providing the information necessary to allow you to make appropriate Links from your site to our site. We will be responsible for:
(i) processing every order placed by a customer following a Link from your site in accordance with our normal operating procedures;
(ii) tracking the volume and amount of sales from the Links on your site;
(iii) providing information to you regarding sales statistics.

5. Commission Determination

Only OnePak.com products that are:
(i) sold by OnePak.com;
(ii) purchased by users linking to the OnePak.com site from your site pursuant to a Link;
(iii) shipped by OnePak.com to a U.S. shipping address and billed to a U.S. - based billing address;
(iv) for which OnePak.com has received full payment will qualify for a commission ("Qualifying Purchases"). No commissions will be paid for product orders that are cancelled or returned, and such will be deducted on a monthly basis.

OnePak.com commission rate is 5% and based on the aggregate amount actually paid to OnePak.com for Qualifying Purchases, excluding amounts collected by us for sales taxes, duties, shipping, handling, and similar charges, amounts due to credit card fraud and bad debt, and credits for returned goods (such calculation resulting in, "Net Sales"). All qualifying product items available for sale on our site will be included in the computation of Net Sales.

6. Commission Payments

Following the end of every calendar quarter, when the total commissions due to you under the preceding Section 5 equal $50 or more, we will send a commission check for the applicable commissions (less any taxes required to be withheld under applicable law) and a statement of activity to you. Such commission checks and statements of activity will be sent approximately forty five (45) days after the end of a calendar quarter. Earned commissions less than $50 will be held and accumulated until such time they are eligible for payment in accordance with this section.

7. Reports of Sales/Order Processing and Tracking

You will be given a password to allow you to enter your OnePak Affiliate Administration site (http://www.onepak.com/partnership/affiliate/). This password-protected site will allow you to review your sales statistics, which will be updated real time.

8. Policies/Pricing/Product Descriptions

Customers who buy OnePak.com products through the Affiliate Program will be deemed to be customers of OnePak.com, and we shall be the owner of all information or data collected with respect to them. In addition, all of our rules, policies, and operating procedures concerning customer orders, customer service, privacy, and OnePak.com 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 OnePak.com products sold under the Affiliate Program in accordance with our own pricing policies. Prices and availability of OnePak.com products may vary from time to time, and the availability and price of any particular product cannot be guaranteed. YOU MAY NOT PLACE INDIVIDUAL PRODUCT PRICING OR LOGOS, IMAGES, OR DESCRIPTIONS RELATED TO PRODUCTS ON YOUR SITE WITHOUT OUR EXPRESS PRIOR WRITTEN PERMISSION.

9. Publicity

You shall not create, publish, distribute, or permit any written material that makes reference to us without first submitting such material to us and receiving our written consent.

10. License

a. WE GRANT YOU A NON-EXCLUSIVE, NON-TRANSFERABLE, NON-SUBLICENSABLE, 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 ONEPAK.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 LINKING YOUR SITE TO OUR SITE, WHERE YOUR USERS CAN PURCHASE ONEPAK.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 AND agree that all uses of the licensed Materials shall inure to the sole benefit of ONEPAK.COM.

b. 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 may revoke your license at any time in our sole discretion, by giving you written notice. If we give you such notice, you must immediately discontinue all use of the Licensed Materials.

c. You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays us in a negative light.

d. You grant to us a non-exclusive license, for the term of this Agreement, to utilize your names, titles, and logos, as the same may be amended from time to time to advertise, market, promote, and publicize in any manner our rights hereunder; provided, however, that we shall not be required to so advertise, market, promote, or publicize.

11. Obligations Regarding Your Site

a. 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.

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 OnePak.com site.

c. You agree that your site does not currently contain and will not contain any content, or links to such material, that is in any way unlawful, harmful, threatening, harassing, defamatory, obscene, or violent as more fully set forth in Section 1.

d. You also agree that your site will not contain any content from our site, except to the extent that materials are obtained by you strictly in accordance with the provisions of this Agreement. You further agree that your domain name does not and will not contain the words "OnePak.com" ("OnePak.com marks") or similar words thereto. You agree not to deal with any third party to exploit any of the OnePak.com marks for the purpose of causing the your site to appear as a search result or for any other reason.

12. Terms of Agreement and Termination

The term of this Agreement will begin upon our acceptance of your application and will end when terminated by either party. Either you or OnePak.com 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.

13. 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.

14. Relationship of Parties

You and OnePak.com 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.

15. Disclaimers

NEITHER ONEPAK.COM NOR ITS SUPPLIERS MAKES ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE AFFILIATE PROGRAM OR TO ANY ONEPAK.COM PRODUCTS SOLD THROUGH THE AFFILIATE PROGRAM (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, NEITHER ONEPAK.COM NOR ITS SUPPLIERS MAKE ANY REPRESENTATION THAT THE OPERATION OF THE ONEPAK.COM SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND NEITHER ONEPAK.COM NOR ITS SUPPLIERS WILL BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

16. Representations and Warranties

You represent and warrant to us that:
(i) you have the right and authority to enter into this Agreement and perform your obligations under the Agreement;
(ii) you are the sole and exclusive owner of the Affiliate trademarks and have the right and power to grant to us the license to use your trademarks in the manner provided for in this Agreement;
(iii) you are an adult of at least 21 years of age;
(iv) your customers are primarily located in North America.

17. Confidentiality

You agree that all customer information related to the OnePak.com Affiliate Program belongs to us. You agree to protect as secret all OnePak.com Affiliate Program customer information and Affiliate Program business and sales information related to us, you, or our suppliers (collectively, "Information"), not to disclose Information to any third parties, and not to use Information for any purpose other than the purposes of this Agreement. You agree to protect Information using methods at least as protective as those you use to protect your own information of a confidential nature, but in no event, using less than a standard of reasonable care.

18. Limitation of Liability

NEITHER ONEPAK.COM NOR ITS SUPPLIERS WILL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND YOU WAIVE ALL RIGHTS TO ANY CLAIMS FOR ANY SUCH DAMAGES. FURTHER, THE AGGREGATE LIABILITY OF ONEPAK.COM AND ITS SUPPLIERS WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.

19. Indemnification

You agree to indemnify and hold harmless OnePak.com and its subsidiaries, and suppliers, and their directors, officers, employees, and shareholders, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses, including reasonable attorneys' fees, ("Losses") insofar as such Losses, or actions in respect of Losses, arise out of or are based on (i) any claim that our use of Affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you, or (iii) any claim related to your site, including, without limitation, claims regarding content on your site.

20. Uncontrollable Circumstances

OnePak.com's performance under this Agreement shall be excused to the extent that its performance is hindered, delayed or made commercially impractical by causes beyond its reasonable control.

21. 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 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.

22. Governing Law

This Agreement will be governed by the laws of the State of Massachusetts, without reference to rules governing choice of law. Any action relating to this Agreement must be brought in the federal or state courts located in Arlington, Massachusetts, and you irrevocably consent to the jurisdiction of such courts. 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.