Affiliate Agreement

This Affiliate Agreement ("Agreement") contains the terms and conditions between KlearGear.com, Inc. ("KlearGear.com", also referred to by the words "we", "us" and "our") and you that apply to your application to participate and to any subsequent participation as an affiliate of KlearGear.com ("Affiliate") in KlearGear.com's Affiliate program (the "Affiliate Program"). If you are accepted as an Affiliate, this Agreement will describe the terms that govern the establishment of links from your Web site that you identify in your Affiliate Application (your "Site") to KlearGear.com's Web site at www.kleargear.com (the "KlearGear.com Site"). By clicking below and by submitting your Affiliate Application, you are confirming that you have read this Agreement, that it is a legally binding document, and that you agree to be bound by the terms and conditions contained in this Agreement. PLEASE BE SURE TO PRINT A COPY OF THIS AGREEMENT FOR YOUR RECORDS.

1. How to Become an Affiliate

To begin the enrollment process for our Affiliate Program, you will need to review the terms of this Agreement and indicate your acceptance of these terms by completing and submitting our online Affiliate Application.  Once you complete and submit an Affiliate Application, we will evaluate it and notify you of your acceptance or rejection. We may reject your application if we determine, in our sole discretion, that your Site is unsuitable for our Affiliate Program for any reason, including, but not limited to, business criteria that we may establish, or your inclusion in your Site of content or links to content that we believe to be sexually explicit, discriminatory, illegal, offensive, or infringing of third party intellectual property rights.

2. The Program Generally

We will make available to you for display on your Site a variety of graphic and textual links (collectively referred to herein as "Links" or, individually, as a "Link"). These Links are available through our administrative site (the "Reporting 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 the KlearGear.com Site. When a visitor to your Site uses a Link to visit the KlearGear.com Site, and makes a purchase meeting the criteria described in the "Commissions" section of this Agreement, we will pay you commissions as described in this Agreement.

3. Commission Eligibility and Calculation

We will pay you commission fees on certain product sales to third parties.  Commission fees will not be paid on any sales after the customer has re-entered the Web site (other than through a special link from your site), even if the customer previously followed a link from your Web site to our site.  The program is intended for commercial use only, and Affiliates may not purchase products through the Program for their own use.  Such purchases may result (in our sole discretion) in the withholding of commission fees or the termination of this Agreement.

You will qualify for a commission for sales by us of certain qualifying products ("Qualifying Purchases") when all of the following conditions are met:

1) products are shipped by us to a U.S. shipping address;

2)  products are billed to a U.S. billing address; and

3) we have received full payment, including payment for shipping, taxes, and any other charges.

Commissions will be adjusted for product orders that are cancelled, undeliverable, returned, or where payment is otherwise refunded or recredited (including both full and partial refunds or recredits) to the purchaser ("Customer Credits"). We will adjust your account for Customer Credits on an ongoing basis, but at least monthly. If we have paid you a commission, and the Qualifying Purchase is subsequently the subject of a Customer Credit, the commission previously paid will be deducted from your account on an on-going basis but at least monthly. You will not receive a commission for any sales initiated or completed offline (for example, by telephone). Our determination of whether a commission is payable is final and is binding on you.

Commission rates will be based on the aggregate amount actually paid to KlearGear.com for Qualifying Purchases, excluding amounts collected by us for sales or other taxes or fees required to be collected by a governmental authority, shipping, and similar charges, amounts due to credit card fraud and bad debt, and Customer Credits ("Net Sales"). Commissions are only paid for certain qualifying products, and commission rates are based on product categories. We establish the product categories and place specific items within those categories in our sole discretion. Our current categories and commission rates for products in those categories are as follows:

I. The commission rate for products in all product categories, except those listed in II., III. and IV. below is three percent (17.5%) of Net Sales for Qualifying Purchases.

II. The commission rate for products included in the Cameras & Imaging, Camcorders, Computers & Peripherals, and PC Software category is one percent (1%) of Net Sales for Qualifying Purchases. This category includes the following types of products: Digital Cameras, Cameras, Film/Disposable Cameras, Web Cameras, Camcorders, Desktop Computers, Notebook Computers, Pocket PCs/PDAs, Computer Monitors, Computer Printers, Keyboards & Mice, Computer Speakers, Game Pads/Joysticks, Scanners, Recorders, Organizers, Robotics, Foreign Language Translators, Electronic Dictionaries and Thesauruses, Modems & Networking, Cables & Connectors, Drives & Storage, Blank Media, Graphics & Sound Cards, Video Editing Kits, PC Software, Ink and Paper, and other similar products.

III. The commission rate for products included in the Music category is one percent (1%) of Net Sales for Qualifying Purchases. However, we do not pay commissions on purchases of Music digital downloads.

IV. We do not pay commissions on purchases of KlearGear.com Gift Cards, Wireless Phones (not including Prepaid Wireless or Wireless Accessories), or any services. In addition, we have certain relationships with third party sellers where visitors to the KlearGear.com Site make purchases from such third party sellers by linking from or through the KlearGear.com Site (“Reverse Affiliate Sales”). We do not pay commissions on Reverse Affiliate Sales.

4. Commission Payment

When the total commissions due to you (based on the requirements in the previous section) meet or exceed $25, we will send you a commission check for the applicable commission amount (less any taxes required to be withheld under applicable law). At the same time, we will send a statement of activity to you. Commission checks and statements of activity will be sent approximately 30 days after the end of each month in which your account balance meets or exceeds $25. If the balance of your account is less than $25, we will carry over the balance to the next month. If, due to Customer Credits, your account with us is ever in a negative balance, you agree to pay us the balance in collected funds immediately upon demand.

5. Sales Reports

You will be able to check your sales statistics through the Reporting Site by signing on with a password you specify. The data on the Reporting Site will be updated once daily, and will reflect data up to, but not including the prior day; throughout the month, all Customer Credits will be reported and deducted from Qualifying Purchases. All information available at the Reporting Site, including sales statistics, is our confidential information and is protected under the "Confidentiality" section of this Agreement.

6. Our Responsibilities; Pricing and Other Policies

We will be responsible for providing all information necessary to allow you to establish Links from your Site to the KlearGear.com Site. We may also make available our search engine for you to use on your Site. We will be responsible for processing each order placed by a customer following a Link from your Site to the KlearGear.com Site, for tracking the Net Sales for Qualifying Purchases generated by your Site, and for providing information to you regarding sales statistics. We reserve the right to reject orders that do not comply with any requirements that we may establish from time to time. We will be responsible for all aspects of order processing and fulfillment, including order entry, payment processing, shipping, cancellations, returns, and related customer service.

Customers purchasing products after linking to the KlearGear.com Site via the Links will be deemed to be our customers. All of our rules, policies, terms, conditions and operating procedures concerning customer orders, customer service, privacy and product sales will apply to these customers. We may change our policies, terms, conditions and operating procedures, including pricing, at any time. We solely will determine the prices to be charged for products sold in accordance with our own pricing policies. You may not include price information on your Site unless pricing information is made available on Links we provide through the Reporting Site. Prices and availability of products may vary from time to time. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

7. Links; Your Site and the KlearGear.com Site; KlearGear.com Keywords

You must comply with the terms of this Agreement and any instructions on the Reporting Site in using the Links. To permit accurate tracking and reporting, you will be responsible for ensuring that the Links are properly formatted. In using our Links, you agree that you will cooperate fully with us in establishing and maintaining such Links. You also agree that you will use only those images or Links we provide to you via the Reporting Site, and that you will substitute such images or Links with any new images or Links provided by us from time to time in accordance with our instructions. You shall display such graphic images or Links prominently in relevant sections of your Site. In addition, we encourage (but do not require) you to include a Link on the home page of your Site. Each Link connecting users of your Site to the pertinent area of the KlearGear.com Site must in no way alter the look, feel or functionality of the KlearGear.com Site. A Link may only be modified and/or expanded with our prior consent. We reserve the right to disable Links at any time without notice to you.

You will not use any other graphic or link to identify or refer to KlearGear.com or to link to the KlearGear.com Site other than Links provided by us via the Reporting Site. You further agree that your Site will not, in any way, copy or resemble the look and feel of the KlearGear.com Site and that you will not do anything to create the impression that your Site is (or is a part of) the KlearGear.com Site. Specifically, you agree that you will not frame the KlearGear.com Site in any manner. You also hereby agree that your Site will not contain any content of our KlearGear.com Site or any materials which are proprietary to us, except 1) with our prior permission or 2) the materials that are obtained via the Reporting Site and used by you in accordance with the terms of this Agreement and any associated instructions. You further hereby agree that your domain name does not and will not contain any of the following words: KlearGear.com, Klear Gear, or any variation or misspelling thereof, or any other KlearGear.com Trademark (as defined in the “ Licenses and Use of the kleargear.com and Chenal Brands, Inc. Logos and Trademarks” section of this Agreement) or any variation or misspelling thereof (collectively, “Prohibited Domain Names”). If KlearGear.com determines, in its sole discretion, that you are using (whether for purposes of the Affiliate Program or not) or own a Prohibited Domain Name in violation of the above restrictions, you agree, that upon demand by KlearGear.com, you will immediately transfer ownership of such Prohibited Domain Name to KlearGear.com. In addition to seeking transfer of a Prohibited Domain Name, KlearGear.com may also pursue any and all remedies available to it at law or in equity, including but not limited to the remedies set forth in the “KEYWORDS INVOLVING KLEAR GEAR TRADEMARK “KLEARGEAR.COM” AND VARIATIONS THEREOF” subsection of this Agreement.

KEYWORDS INVOLVING KLEAR GEAR TRADEMARK " KLEARGEAR.COM" AND VARIATIONS THEREOF. You shall not purchase search engine keywords that use any KlearGear Trademark, including but not limited to " KlearGear.com" and/or certain variations or misspellings thereof. You shall not purchase or register keywords, AdWords, search terms or other identifying terms that include the word "KLEARGEAR" or certain variations or misspellings thereof for use in any search engine, portal, sponsored advertising service or other search or referral service. Without limiting the generality of the foregoing, this policy prohibits you from bidding on:

KlearGear’s trademark, " KlearGear.com", and any keyword string that includes this term. For example, "KlearGear.com”, "kleargear", "KlearGear.com televisions", "KlearGear.com coupons", etc.;

Variations or misspellings of KlearGear.com’s trademark: for example "klear-gear", "Klear-Gear.com", www.Klear-Gear.com ", "www.KlearGear.com", ”www.kleargear.com”.

In addition to the foregoing, direct linking to the KlearGear.com Site from a search engine listing/ad based upon a keyword, AdWord, search term or other identifying terms not including a KlearGear.com Trademark is prohibited. By way of example, and without limiting the generality of the foregoing, you may not bid on a search term such as “gadgets” and have the link from the search engine direct the visitor directly to the KlearGear.com Site without first visibly landing on your Site. In addition, your display URL shall not be “www.kleargear.com”.

You are further prohibited from using the term "official site" in your ad or otherwise presenting your site as an official site.

If KlearGear.com determines, in its sole discretion, that you have purchased or attempted to make any purchase in violation of the above restrictions, then KlearGear.com may (without limiting any other remedies available to it) pursue any or all of the following actions:

Withhold all compensation otherwise payable to you for the month in which you purchased the prohibited trademarked terms;

Contact the search engine in which your ad was found to ask that these ads be removed immediately and permanently;

Terminate this Agreement as provided in the section titled "Term of the Agreement; Termination", and remove you from the Affiliate Program permanently.

8. Operation of Your Site Generally

You are solely responsible for the development, operation and maintenance of your Site, and for all materials that appear on your Site. Your responsibilities include, but are not limited to (i) the technical operation of your Site and all related equipment; (ii) the accuracy, legality and propriety of materials posted on your Site, and (iii) ensuring that materials posted on your Site are not libelous or defamatory. You agree that your Site will not contain content that is sexually explicit, discriminatory, illegal, offensive, or infringing of third party intellectual property rights, and acknowledge that we may terminate this Agreement in the event your Site contains, or links to content that we believe to be sexually explicit, discriminatory, illegal, offensive, or infringing of third party intellectual property rights. In addition, you are responsible for ensuring that your Site accurately and adequately discloses through a privacy policy how you collect, use, store, and disclose data collected from visitors. You are also solely responsible for ensuring that your Site complies with all applicable intellectual property (including copyright) and other laws, and that it does not infringe or otherwise violate the intellectual property rights of any third party. You must have express permission to use another party's copyrighted or other proprietary material. We will not be responsible if you use another party's copyrighted or other proprietary material in violation of the law.

We disclaim all liability for all the matters set forth in the previous paragraph. Your obligations under this section are subject to certain indemnification obligations described in the "Indemnification" section of this Agreement.

9. Publicity; Email and Other Communications

You may not create, publish, distribute, or permit any written material, including email that makes reference to us without first submitting such material to us and receiving our written consent. In the event you wish to make reference to us in an email, you must also provide evidence satisfactory to us that such email complies in all respects with all applicable local, state and federal laws and regulations, including but not limited to the CAN-SPAM Act of 2003.

In addition, regardless of whether such email makes reference to KlearGear.com, you agree that you will not use any form of mass email communication ("spam") as a marketing tool for your Site, or for any other purpose except as may be permitted by law, and that any email generated by you or your Site or on your behalf will comply in all respects with all applicable local, state and federal laws, regulations and rules including the CAN-SPAM Act of 2003.

10. Licenses and Use of the kleargear.com and Chenal Brands, Inc. Logos and Trademarks

1) We grant you a non-exclusive, non-transferable, revocable right to (i) access the KlearGear.com Site through the Links solely in accordance with the terms of this Agreement and (ii) solely in connection with such Links provided by us to you via the Reporting Site, to display our logos, trade names, trademarks, and similar identifying material relating to us (collectively, the "KlearGear.com Trademarks"), for the sole purpose of directing visitors of your Site to the KlearGear.com Site as provided in this Agreement. You may not modify the KlearGear.com Trademarks in any way. We may terminate your right to use the KlearGear.com Trademarks for any reason at any time in our sole and absolute discretion.

2) You shall not make any specific use of any KlearGear.com Trademarks for purposes other than directing visitors to your Site to the KlearGear.com Site as provided in this Agreement, without first submitting a sample of such to us and obtaining our prior written consent which we may withhold in our sole and absolute discretion. You agree not to use the KlearGear.com Trademarks in any manner that is disparaging or that otherwise portrays us in a negative light. You shall not sublicense any of the KlearGear.com Trademarks. You acknowledge that we (or certain related corporations or other entities) retain all right, title and interest in the KlearGear.com Trademarks, and you agree that you will not at any time dispute or contest, directly or indirectly, such exclusive right and title to the KlearGear.com Trademarks or the validity thereof. You agree that you do not acquire any rights in the KlearGear.com Trademarks, and acknowledge that they are licensed AS IS without warranty of any kind. You further agree that you will comply with all federal, state and local laws and regulations in connection with your use of the KlearGear.com Trademarks. Your use of the KlearGear.com Trademarks shall include the appropriate trademark, copyright or other legal symbol or notice of our right to the KlearGear.com Trademarks and our interest therein. We reserve all of our rights in the KlearGear.com Trademarks and of our other proprietary rights. This license will terminate automatically upon the termination of this Agreement, and you will immediately discontinue all uses of the KlearGear.com Trademarks. Your obligations under this section are subject to certain indemnification obligations described in the "Indemnification" section of this Agreement.

3) You grant to us a non-exclusive license to utilize your names, titles, and logos (the "Affiliate Trademarks"), to advertise, market, promote, and publicize in any manner our rights hereunder; provided, however, that we shall not be required to advertise, market, promote, or publicize our rights, your Site or your Affiliate Trademarks in any way. This license shall terminate upon the effective date of the termination of this Agreement.

11. Term of the Agreement; Termination

The term of this Agreement will begin upon our acceptance of your Affiliate Application and will end immediately when terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. If we terminate this Agreement or notify you of a breach by you, you shall be required to remove all Links within one (1) hour of receipt of notice. We also reserve the right to disable Links upon termination. You are only eligible to earn commissions on sales occurring during the term. Commissions earned through the date of termination will remain payable only to the extent that the related Qualifying Purchases are not subject to Customer Credits. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Such final payment will be made even if the total amount of commissions is less than $25.

12. Modification

We reserve the right to modify any terms and conditions contained in this Agreement at any time. You will be notified by email and a change notice will be posted on the Reporting Site. Modifications may include, but are not limited to, changes in products eligible for commissions, commission rates, commission schedules, payment procedures, and Affiliate Program rules. If any modification is unacceptable to you, your only recourse and sole remedy is to terminate this Agreement. Your continued participation in the Affiliate Program following our posting of a change notice or new agreement on the Reporting Site will constitute your binding acceptance of the change.

13. Representations and Warranties

You hereby represent and warrant to us as follows:

I. You will use the Links only as authorized under this Agreement.

II. This Agreement has been duly and validly accepted, executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.

III. The acceptance, execution, delivery, and your performance of this Agreement, and your consummation of the transactions contemplated hereby will not, with or without notice, lapse of time, or both, conflict with or violate 1) any provision of law, rule, or regulation to which you are subject, 2) any provision of your by-laws or certificate of incorporation or other documents relating to your formation or operation as a legal entity, or 3) any agreement or other instrument applicable to you or binding upon your assets or properties.

IV. You are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant us the license to use the Affiliate Trademarks in the manner contemplated in this Agreement, and such grant does not and will not 1) breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or 2) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.

V. No consent, approval, or authorization of, exemption by, or filing with any governmental authority or third party is required in connection with the execution, delivery, and performance of this Agreement or any other action taken by you.

VI. To the best of your knowledge there is no pending or threatened claim, action, or proceeding against you, or any entity controlling, controlled by or under common control with you with respect to the execution, delivery, or consummation of this Agreement, the operation of your Site or the Affiliate Trademarks. To the best of your knowledge, there is no basis for any such claim, action, or proceeding.

VII. If you are an individual, you are an adult of at least 18 years of age, and if you are a legal entity, you are duly formed and validly existing in good standing in the jurisdiction of your formation.

14. Confidentiality

During the course of performance of this Agreement, we may disclose to you certain business, technology, research, customer and other business information, including trade secrets, which we consider to be and treat as confidential information, ("Confidential Information"). You agree to maintain the Confidential Information in confidence, and shall protect it with the same degree of protection that you use to protect your own Confidential Information (which shall not be less than reasonable care), shall not disclose it to any third party, and shall use it for the sole purpose of performing under this Agreement. Notwithstanding the foregoing, you may disclose such information as may be required by law or governmental regulations or authority, provided, however, that prior to disclosure of any information required by law or governmental regulations or authority, you shall give prompt notice to us to allow us an opportunity to seek to protect such Confidential Information. We may enforce your obligations under this section with an injunction or other similar relief as provided in the "Injunctive Relief" section of this Agreement. Finally, you agree that all customer information related to the Affiliate Program belongs to us.

15. Disclaimers

NEITHER WE (NOR ANY RELATED CORPORATION OR OTHER ENTITY), NOR ANY OF OUR SUPPLIERS MAKE ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE AFFILIATE PROGRAM OR ANY PRODUCTS SOLD TO CUSTOMERS USING THE LINKS, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NONINTERFERENCE, NON-INFRINGEMENT, ACCURACY, OR ANY WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING OR TRADE USEAGE, AND THE AFFILIATE PROGRAM AND PRODUCTS ARE PROVIDED "AS IS," WITHOUT WARRANTIES OF ANY KIND. IN ADDITION, NEITHER WE (NOR ANY RELATED CORPORATION OR OTHER ENTITY), NOR OUR SUPPLIERS MAKE ANY REPRESENTATION THAT THE OPERATION OF THE KLEARGEAR.COM SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND NEITHER WE, (NOR ANY RELATED CORPORATION OR OTHER ENTITY), NOR OUR SUPPLIERS WILL BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

WE ARE NOT RESPONSIBLE, AND DISCLAIM LIABILITY FOR ANY FAILURE TO TRACK QUALIFYING PURCHASES AND PAY COMMISSIONS CAUSED BY ANY VIRUS, TROJAN HORSE, WORM OR OTHER MALICIOUS CODE, OR WHICH OCCURS THROUGH THE INTERFERENCE OF ANY THIRD PARTY.

16. Limitation of Liability

NEITHER WE (NOR ANY RELATED CORPORATION OR OTHER ENTITY), NOR OUR SUPPLIERS WILL BE LIABLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL OR RELIANCE DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT, THE PRODUCTS OR THE AFFILIATE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT, THE PRODUCTS AND THE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.

17. Relationship of Parties

The parties to this Agreement are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Neither of us will have any authority to make or accept any offers or representations on behalf of the other. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this section.

18. Indemnification

You hereby agree to indemnify, defend (through counsel acceptable to us) and hold us (and any related corporation or other entity), our suppliers, and our and their directors, officers, employees, agents, shareholders, partners, members, and other owners, harmless against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses, or actions in respect thereof, arise out of , are connected to or are based on 1) any claim that our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, 2) any actual or alleged failure or breach of any representation, warranty, covenant, or agreement made by you under this Agreement, 3) your use or any misuse of our name or trademarks, including but not limited to the KlearGear.com Trademarks, 4) any claim related to your Site, including, without limitation, its development, maintenance or operation, or content therein not attributable to us, and 5) without limiting the generality of subsection 2 above, any actual or alleged violation by you or your Site of any copyright, patent, trademark, trade secret or other proprietary right of any third party, or any actual or alleged violation of any applicable law by you or your Site.

19. Injunctive Relief

You agree and acknowledge that, because of the unique nature of the Confidential Information, the KlearGear.com Trademarks, the Links and any other intellectual property or customer information shared by us or used hereunder, we would suffer irreparable harm if you fail to comply with the terms of this Agreement, and money damages and other remedies at law available in the event of a breach or threatened breach of this Agreement are not, and will not be adequate to compensate for the harm caused by the breach or the threatened breach. Accordingly, we shall be entitled to such relief as a court of competent jurisdiction may deem appropriate. Such injunctive relief will be in addition to and not in lieu of any other remedy available at law or in equity.

20. 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 contract with or operate websites 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.

21. Notices

All notices, consents, requests, instructions, approvals and other communications made, required or permitted hereunder (each a "Notice") shall be given in writing and delivered (i) by personal delivery, (ii) by electronic mail, (iii) by certified or registered mail (return receipt requested), or (iv) by a nationally recognized courier. If the Notice is to you, it shall be addressed to the electronic or postal address you have provided in the Affiliate Application or updated on the Reporting Site; if the Notice is to KlearGear.com, it shall be addressed to Chenal Brands, Inc., 2885 Sanford Ave SW Suite #19886 - Grandville, MI 49418, Attention: KlearGear.com Affiliate Program.

22. Governing Law/Miscellaneous

This Agreement will be governed by the laws of the United States and the State of Delaware, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in federal or state courts located in Richmond, Virginia, and you irrevocably consent to the venue and jurisdiction of such courts. You may not assign this agreement, by operation of law or otherwise, without our prior written consent, however, we shall have the right to assign our rights hereunder to any related corporation or other entity. 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 a provision or any other provision of this Agreement. In the event that any portion of this Agreement is held to be unenforceable, the unenforceable provision (including any restrictions on remedies or limitations on liability or any portions thereof that may be held to be unenforceable) shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties and the remainder of the provisions (including any restrictions on remedies or limitations on liability or portions thereof) shall remain in full force and effect. The provisions contained in this Agreement constitute the entire agreement between the parties with respect to the subject matter of this Agreement, and no statement or inducement with respect to such subject matter which is not contained in this Agreement shall be valid or binding between the parties. Except as expressly stated otherwise, the remedies set forth in this Agreement are not exclusive. Neither party shall be liable to the other for failure or delays in performance hereunder due to causes beyond its reasonable control, including but not limited to acts of God, acts or omissions of civil or military authority, fires, strikes, floods, epidemics, riots or acts of war. The provisions of any section of this Agreement which, by their nature should survive, including but not limited to the "Licenses and Use of the kleargear.com and Chenal Brands, Inc. Logos and Trademarks", "Confidentiality", "Disclaimers", "Limitation of Liability" "Indemnification", "Injunctive Relief" and "Governing Law/Miscellaneous" sections of this Agreement, shall survive the termination of this Agreement.