Creative's Affiliate Program Terms and Conditions

This agreement ("Agreement") sets out the terms and conditions for participating in Creative's affiliate program ("Affiliate Program"), as between you (also referred to as "your" or the "Affiliate"), and Creative Labs, Inc., a California corporation ("CLI" or "Creative"). In this Agreement, the product owner is CLI.

1. MODIFICATIONS

CLI may modify any term and/or condition of this Agreement at any time and at its sole discretion. These modifications may include, but are not limited to changes in the scope of available commission, fee schedules, payment procedures, and Affiliate Program rules. If any such modifications are UNACCEPTABLE TO YOU, your only recourse is to terminate this Agreement in accordance with clause 12 of this Agreement. IF YOU CONTINUE TO PARTICIPATE IN THE AFFILIATE PROGRAM, YOU ARE DEEMED TO HAVE ACCEPTED SUCH MODIFICATIONS.

2. ENROLLMENT

To enroll in the Affiliate Program, you must register for an Affiliate account on creative.com. Applicants will be notified of their acceptance status via email.

3. AFFILIATE URL AND CODE

CLI will issue a unique URL ("Creative Link") and/or coupon code ("Creative Code") to you once you become an approved member of the Affiliate Program, which Creative Link and/or Creative Code will be unique to you and you only, and will provide an indication of your commissions earned for Affiliate referrals.

4. COMMISSIONS

The Affiliate will receive the following percentage of the net sales revenue* it refers to CLI (as indicated by the Affiliate's Creative Link and/or Creative Code) as commission, in accordance with the following commission tiers ("Commission"):

*After discounts and returns; excludes any sales taxes and shipping / handling fees.

"Special Products" refer to products in a list that will be displayed in the Affiliate account from time to time, at Creative's sole discretion. "Other Products" refer to all other Creative products that are not Special Products, and excludes the entire range of X-Fi Sonic Carrier products.

For a product sale or order to generate Commission: (i) the end-customer must click-through the Affiliate's Creative Link or complete the order form using the Affiliate's Creative Code during product purchase; (ii) CLI must receive full payment for the product ordered as such; and (iii) such order is made on us.creative.com; and (iv) such order is not cancelled and/or such product is not returned to Creative within thirty (30) days of the date of such product being shipped. Subject to clause 5, Affiliates may request for withdrawal of the Commissions earned for such products after forty (40) days of such products being shipped. Properly coded Creative Links and accuracy of Creative Codes are the sole responsibility of the Affiliate.

Affiliates must not use Creative Codes or Creative Links assigned to them or other Affiliates to make product purchases from CLI. Resale of CLI's products is not permitted. Failure to comply with the foregoing entitles CLI to terminate this Agreement and the Affiliate account immediately, and any Commissions due to the Affiliate earned only in accordance with this Agreement shall be paid within sixty (60) days of the date of the last Commission-generating order being shipped.

5. PAYMENT

Affiliates may withdraw Commissions from their Affiliate account only where such withdrawal meets a minimum of US$50. Please allow sixteen (16) business days from the date of the request for withdrawal of Commissions to receive payment via check in the mail; such timeline may be amended by Creative at its sole discretion. If the mailing address changes, it is the responsibility of the Affiliate to notify CLI to ensure timely Commission payments. Please contact affiliates@creativelabs.com promptly if you encounter any payment issues.

6. ORDER FULFILLMENT

CLI will be solely responsible for processing and fulfilling every order placed by an end-customer via Affiliate's Creative Links and/or Creative Codes. Affiliates are not authorized to collect payments or sell any CLI products from other websites as a "reseller" and no "resale" rights are granted in ANY form whatsoever. Affiliates are not authorized to sell any CLI products on eBay, or other auction sites. Affiliates are not authorized to give away copies of any of CLI products. CLI will also be solely responsible for all end-customer service inquires and after-sales services.

End-customers that purchase products and/or services through the Affiliate Program will be deemed to be end-customers of CLI. Accordingly, all rules, policies, and operating procedures concerning end-customer orders and services will apply to those end-customers. CLI may change its policies and operating procedures at any time at CLI's sole discretion. Prices and availability of CLI products and services may vary from time to time at CLI's sole discretion.

7. QUALIFYING WEBSITES

CLI reserves the right to refuse any website entry into the Affiliate Program based CLI's evaluation of the website content. Websites that do not qualify for the Affiliate Program include without limitation websites which:

• Promote sexually explicit materials;
• Promote violence;
• Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
• Promote illegal activities;
• List Creative Links, Creative Codes or discounts that were NOT officially and directly provided by CLI; or
• Infringe or otherwise violate any copyright, trademark, or other intellectual property rights of CLI and/or its affiliate companies.

8. PERMITTED USAGE

The following are permitted uses of the CLI brand and marketing resources:

• Affiliates are permitted to use any graphical banners and design resources that may be located on Creative's websites, in accordance with Creative's Trademark Usage Guidelines as annexed hereto at Annex A.

9. PROHIBITED USAGE

The following uses are prohibited and are grounds for termination of this Agreement and the Affiliate account, provided that such prohibited use is not remedied to the satisfaction of Creative within seven (7) days:

• Affiliates MAY NOT use the CLI logo, logo marks or other CLI website/branding imagery in a header graphic or in any way as to indicate they represent CLI and/or its affiliate companies;
• Affiliates MAY NOT promote Creative Links and/or Creative Codes that were not provided to them directly by CLI. You may NOT promote Creative Links and/or Creative Codes that you may have found elsewhere online. Doing so may result in the termination of your Affiliate account and/or withholding of Affiliate Commission payments;
• Affiliates MAY NOT host or promote "coupon stacking" sites where customers may combine coupons to receive additional discounts; and
• Affiliates MAY NOT promote Creative Links and/or Creative Codes on e-commerce marketplace platforms or online classifieds sites, such as eBay, Amazon, Craigslist

Any Commissions earned during the period when the Affiliate is in violation of this clause 9 shall be forfeited. Upon termination in accordance with this clause 9, any Commissions earned only in accordance with this Agreement shall be paid within sixty (60) days of the date of the last Commissions-generating order being shipped.

10. CREATIVE LABS, INC. ANTI-SPAM POLICY

CLI strictly prohibits Affiliates from using spam e-mail and other forms of Internet abuse (including spamming forums, blogs, twitter, Facebook and other social media outlets) to seek sales. Spam is defined as including, but not limited to, the following:

• Electronic mail messages addressed to a recipient with whom the sender does not have an existing business or personal relationship or is not sent at the request of, or with the express consent of, the recipient through an opt in subscription;
• Messages posted to Usenet, forums, Twitter, Facebook and message boards that are off-topic (unrelated to the topic of discussion), cross-posted to unrelated newsgroups, posted in excessive volume, or posted against forum/message board rules. Be conscious of forum rules! If a forum owner or moderator complains that an Affiliate has spammed, the Affiliate account may be permanently terminated after investigation.
• Content posted on free blog websites for the sole purpose of keyword spamming, or comments posted to legitimate blogs that violate the comment policy of the blog owner.
• Solicitations posted to chat rooms, or to groups or individuals via Internet Relay Chat or "Instant Messaging" system;
• Certain off-line activities that, while not considered spam, are similar in nature, including distributing flyers or leaflets on private property or where prohibited by applicable rules, regulations, or laws.

CLI is entitled to undertake, at its sole discretion, and with or without prior notice, the following enforcement actions against perpetrators of Internet abuse:

• Account Termination and Forfeiture of Commission: Upon the receipt of a credible complaint, the Affiliate Program manager may investigate the complaint, and if necessary, terminate the Affiliate account implicated in the Internet abuse. Such termination results in the immediate closure of the Affiliate account, and the forfeiture of any unpaid Commission or monies due under such Affiliate account. At CLI's discretion, such termination may not only result in being banned from the Affiliate Program, but also being banned from ANY other internal affiliate programs.

If you wish to report a violation of CLI's Anti-Spam Policy, please forward all relevant evidence to CLI's customer service department at affiliates@creativelabs.com

11. RELATIONSHIP OF PARTIES

Affiliates are independent contractors, and nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Affiliates have no authority to make or accept any offers or representations on CLI's behalf. Affiliates will not make any statement, whether on their sites or otherwise, that would reasonably contradict this statement.

12. TERM AND TERMINATION

The terms of this Agreement shall take effect once you indicate your acceptance of this Agreement, and shall continue to be in effect until this Agreement is terminated by either party. Either CLI or the Affiliate may terminate this Agreement at any time, with or without cause, upon giving thirty (30) days' written notice to the other party, or as otherwise mutually agreed in writing. Upon termination of this Agreement for any reason, all licenses granted hereunder shall immediately terminate and the Affiliate shall immediately remove from Affiliate's websites, all links and references to CLI websites, and cease the use of all CLI trademarks and logos, other CLI marks, and all other materials provided in connection with the Affiliate Program. Upon termination of this Agreement in accordance with this clause 12, the Affiliate account will be terminated and any Commissions earned in accordance with this Agreement shall be paid within sixty (60) days of the date of the last Commissions-generating order being shipped.

13. LIMITATION OF LIABILITY

CLI will not be liable for any direct or indirect, special, incidental, punitive, exemplary or consequential damages (or any loss of revenue, profits, expenditures or data) of any kind, however caused, arising in connection with this Agreement or the Affiliate Program, even if CLI has been advised of the possibility of such damages. Further, CLI's aggregate liability under this Agreement and the Affiliate Program shall not exceed the total Commissions paid to the Affiliate for the past three (3) months from the event giving rise to such liability under this Agreement.

14. MISCELLANEOUS

This Agreement is personal to the Affiliate and any assignment without the prior written consent of CLI shall be void.

CLI's failure to enforce Affiliate's strict performance of any provision of this Agreement will not constitute a waiver of CLI's right to subsequently enforce such provision or any other provision of this Agreement. Any waiver must be in writing and signed by CLI.

If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, such unenforceable provision shall be deemed replaced by a legal, valid and enforceable provision that most nearly reflects the intent of the parties in entering into this Agreement, and the remaining provisions shall remain in full force and effect.

By indicating your acceptance of this Agreement, you acknowledge that you have read, understand and agree to all its terms and conditions; you have independently evaluated this Agreement and are not relying on any representation, guarantee or statement other than as set forth in this Agreement.

This Agreement shall be construed and governed by the laws of the State of California, without regard to conflict of laws principles.

ANNEX A

Trademark(s) and Trademark Usage Guidelines

Creative may provide Affiliate with certain Creative trademark(s) in vector and/or bitmap formats ("Trademark(s)").

TRADEMARK USAGE GUIDELINES

These guidelines are for referencing Creative's trademarks, logos and images in promotional, advertising, instructional, or reference materials, or on web sites pursuant to this Agreement. These guidelines may be modified by Creative from time to time at Creative's sole discretion.

By using a Creative trademark/logo you are acknowledging that Creative is the sole owner of the trademark and promising that you will not interfere with Creative's rights in the trademark, including challenging Creative's use, registration of, or application to register such trademark, alone or in combination with other words, anywhere in the world, and that you will not harm, misuse, or bring into disrepute any Creative trademark. The goodwill derived from using any part of a Creative trademark inures exclusively to the benefit of and belongs to Creative. Except for the limited right to use as expressly permitted under these guidelines, no other rights of any kind are granted hereunder, by implication or otherwise.

Authorized Use of Creative Trademarks

You may refer to the Trademark in promotional materials, advertising, instructional, reference or other such publications, provided that:

• You abide by these Usage Guidelines;
• Such references are truthful, fair, and not disparaging to Creative or its products;
• The Creative trademark appears less prominent than your name or product name;
• The reference to Creative does not create a sense of endorsement, sponsorship, or false association with Creative or Creative's products, services or technology;
• A disclaimer of sponsorship, affiliation, or endorsement by Creative is included on the publication and on all related printed materials; and
• A trademark attribution notice is included in the notice section identifying Creative's ownership of its trademark(s).

Authorized Use of Creative Product Images

You may refer to Creative product images in promotional materials, advertising, instructional, reference or other such publications, provided that:

• You abide by these Usage Guidelines;
• Such references are truthful, fair, and not disparaging to Creative or its products;
• The use of the product images does not create a sense of endorsement, sponsorship, or false association with Creative or Creative's products, services or technology; and
• The image is an actual photograph of the genuine Creative product and not an artist's rendering.

You may not:

• Use a Creative Trademark or any other Creative owned logos, marks or symbols on or in connection with any Product or products not produced/manufactured solely for the fulfilment of outstanding orders by Creative; or
• Imitate as your trademark, logo, trade dress, copyright, branding layout, website layout or otherwise, the distinctive features of Creative's packaging, website design, logos, symbols, marks or products.

General Usage Guidelines

Use the trademark as an adjective, accompanied by an appropriate noun. Always use Creative trademarks as adjectives that describe the generic product. Do not use a trademark as a noun. Do not pluralize a trademark or make it possessive. Do not join a trademark to other words, symbols, or numbers, either as one word or with a hyphen. Do not abbreviate a trademark.

Use the proper spelling and the proper trademark symbol and attribution. Always capitalize the product name and use the appropriate trademark symbol (® or TM) the first time the Creative trademark appears in the text of the Company website or other material approved by Creative.

Include an attribution of Creative's ownership of its trademarks. When you refer to a Creative trademark, include the following trademark attribution notice within the credit notice section related to the permitted use.

"[insert applicable Trademark(s)] are trademarks or registered trademarks of Creative Technology Ltd in the United States and/or other countries."

Always use trademarks and brand names in the ways they were intended to be used. Creative trademarks identify the products of Creative Technology Ltd. Do not use them for goods or services for which they were not originally intended. Do not alter them in any way, portray them in a negative light, or incorporate them into your own product names, service names, trademarks, logos, or company names.