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Affiliate Agreement

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EDUCATIONAL RESOURCES AFFILIATE PROGRAM AGREEMENT

This agreement ("Agreement") contains the complete terms and conditions for your participation in the Educational Resources Affiliate Program ("Program"), and the establishment of links from your Web site(s) to Educational Resources domestic Web site, as defined below. As used in this Agreement, "you" means (and "your" refers to) the applicant seeking to participate as an Affiliate in the Program, "we" means (and "us", "our" and "ours" refer to) Educational Resources Inc.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND EDUCATIONAL RESOURCES BY completing and submitting the online Partner Application TO EDUCATIONAL RESOURCES, YOU AGREE THAT YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE CAREFULLY READ AND UNDERSTAND THE TERMS SET FORTH IN THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

1. DEFINITIONS

1.1 "Affiliate" means any person, partnership, joint venture, corporation or other form of enterprise, domestic or foreign, including but not limited to subsidiaries, that directly or indirectly, control, are controlled by, or are under common control with a party.

1.2 "Affiliate Site" means one or more of your web sites, and any successor web site to those sites, once you have been accepted into the Program.

1.3 "Completed Transaction" is one in which a User who has accessed the Educational Resources Web Site from your Affiliate Site via one of the Educational Resources Approved Links pays for products in full when the payment is processed at Educational Resources.

1.4 "Click-Through" means each instance in which a User navigates to and fully loads a page on Educational Resources Website. As used herein, a page "fully loads" when the entire page is displayed on the electronic device that has accessed the page.

1.5 "Educational Resources Approved Links" means any graphical or text link, including, without limitation, Banner Advertisements and persistent hyperlinks in the form of a Educational Resources logo or Educational Resources storefront booking form, that is located on your Affiliate Site through which Users may directly Link to a location on Educational Resources Website

1.6 "Educational Resources Website" means the software code, informational databases, products, and other components that make up our service and website. The term "Educational Resources" as we use it in this Agreement is deemed to refer to all future versions of our online services described in this Agreement, regardless of the name under which it is offered from time to time, and includes without limitation any and all additional, follow-on, successor or replacement versions of these services.

1.7 "Link" means either, (1) one or more hyperlinks located on the applicable areas of your Affiliate Site or the Educational Resources Website. Links also include any connection to Educational Resources Website through the Internet and/or email.

1.8 "Look and Feel" means the distinctive and particular elements of graphics, design, organization, presentation, layout, user interface, navigation, trade dress, colors and stylistic convention (including the digital implementations thereof) within a World Wide Web site, and the total appearance and impression substantially formed by the combination, coordination and interaction of such elements, and any derivative works.

1.9 "Net Revenue" means the net revenue we receive as a direct result of Users completing a transaction on Educational Resources Website excluding: (1) taxes, (2) handling charges, and (3) shipping.

1.10"User" means individuals or entities that access Educational Resources Website directly from your Affiliate Site. For purposes of clarification, the meaning of "User" shall not include any software program or routine that generates a Click-Through with no individual person actually present, such as shopping bots or other computer programming routines that are intended to scrape, mine, surreptitiously intercept or expropriate any information for the purpose of comparison shopping.

2. YOUR OBLIGATIONS

2.1To begin the enrollment process, you will submit a completed program application ("Program Application") to Educational Resources via our Program Application. We will evaluate your Program Application and will notify you of your acceptance or rejection in a timely manner. Upon acceptance into the Program it will be required that you complete and submit a W-9 form to Educational Resources. We may reject your Program Application if we determine, in our sole discretion, that you are an Ineligible Party, or your site is unsuitable for the Program for any reason, including, but not limited to, if your site incorporates images or content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable such as sites that depict sexually explicit images; promotes violence, illegal activities, or unlawfully discrimination of any kind; promotes or incorporates any materials which infringe or assist others to infringe the intellectual property rights of others (collectively "Content Restrictions"). If we reject your Program Application, you are welcome to reapply to the Affiliate Program after 60 days of the original application date.

If you are accepted into the Program:

2.2 You shall prominently display and maintain the Educational Resources Approved Links provided to you by us or any addition to or substitute thereof that we may provide to you from time-to-time during the term of this Agreement, on your Affiliate Site which shall Link directly to Educational Resources Website. In the event we provide you with new or modified Educational Resources Approved Links, you agree to implement the new Educational Resources Approved Links within fourteen (14) days following receipt of the update from us.

2.3 In no event shall you or your agents make or extend any representation or warranty on our behalf with respect to Educational Resources or the services available therein.

3. EDUCATIONAL RESOURCES'S OBLIGATIONS

3.1 We shall provide you with one or more Educational Resources Approved Links, or any substitute thereof that we, in our sole discretion, may provide to you from time to time during the term of this Agreement for use on your Affiliate Site.

3.2 We shall provide customer support and fulfillment services to Users in accordance with our current standard terms and conditions and standard customer service policies and procedures applying generally to users of Educational Resources Website. You acknowledge that we reserve the right to refuse to provide customer/fulfillment services to a User for a variety of reasons, including but not limited to: (a) purchase rejection by applicable credit card company; (b) inability to authenticate credit card; (c) inability to authenticate card holder; and (d) User's purchase history with us and/or our Affiliates.

3.3 Affiliate partners will receive credit for transactions referred to Educational Resources.com, which are conducted within a single visit to Educational Resources.com.

4. USE OF TRADEMARKS

You agree that we may include your logos, trademarks, trade names and similar identifying material ("Your Marks") on Educational Resources Website in a listing of companies who are participating in the Program; provided however, that in no event shall we be required to include Your Marks in any such listing. You represent and warrant that you are the sole and exclusive owner of Your Marks and have the right and power to grant to us the license to use them in the manner described herein, and such grant does not or will not breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon you; or infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity. We will remove Your Marks from any such lists upon the effective date of the expiration or termination of this Agreement.

5. OWNERSHIP OF EDUCATIONAL RESOURCES

5.1 We shall own all intellectual property rights (including without limitation all copyrights, patents, trademarks and trade secrets) in connection with and in all versions of Educational Resources Website.

5.2 We will own all data generated by Users of Educational Resources Website, and all of the terms and conditions, rules, policies and operating procedures of Educational Resources (including but not limited to policies relating to the use of customer personal identification information, customer orders, customer service and fulfillment) will apply to such Users of Educational Resources Website; and we reserve the right to change such terms and conditions, rules, policies and operating procedures at any time.

6. FEE STRUCTURE

You are eligible to earn Commission Fees on all Net Revenue during the term of this Agreement, where the User follows a Link from your Affiliate Site directly to Educational Resources Website and that User, using Educational Resources online shopping cart, successfully effectuates a Completed transaction, which is completed during the term of this Agreements applicable. The Commission Fee will not be awarded in the event of credit card fraud, bad debt, and credits due for cancellations or returns. We will pay you a Commission Fee only if the User is tracked on our internal online ordering system from the time the Link is initiated on your Affiliate Site to the time of the sale. You agree that no Commission Fees will be paid if the User cannot be tracked by our internal ordering system. Commission Fees shall be paid as follows:

We will pay you three percent (3%) on all product sales for orders process through our web site.

7. PAYMENTS Commission checks will be sent approximately every thirty days after receipt of invoice to the main contact listed on the Program application. You will be solely and entirely responsible for any and all taxes and/or other fees or obligations associated with the receipt of Partner's payment under this Agreement.

8. MODIFICATION

We may modify any of the terms and conditions contained in this Agreement, with a 30 day written notice. Notification to you of any change by e-mail or posting of a change notice on Educational Resources and/or the Internet site of any designated Reporting Agent, at our sole option, shall be considered sufficient notice to you of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Program rules. If any modification is unacceptable to you, your recourse is limited to the termination of this Agreement. Your continued participation in the Program following our posting of a change notice or a new agreement on Educational Resources will constitute binding acceptance of the change.

9. TERM AND TERMINATION

This Agreement shall commence upon our acceptance of your Program Application and shall continue until terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party 30 days written notice of termination. Written notice can be in the form of mail, email or fax. You are only eligible to earn Commission Fees occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable in accordance with Section 7. If this Agreement is terminated because (1) you have violated the terms of this Agreement, or (2) your Affiliate Site becomes subject to the Content Restrictions set forth in Section 3, you are not eligible to receive any commission payments, even for commissions earned prior to termination. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid. We may terminate this agreement immediately if we find your site contains any explicit or offensive content or material. Upon termination or expiration of this Agreement for any reason, you shall immediately remove any Educational Resources Approved Links from your Affiliate Site. For any transactions made following the expiration or date of termination, Educational Resources will not pay commissions on such.

10. INDEMNIFICATION

You hereby agree to indemnify, defend, and hold harmless us and our Affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' or other professionals' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (1) any claim that our use of Your Marks infringe on any trademark, trade name, service mark, copyright, license, intellectual property, or another proprietary right of any third party, (2) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (3) any claim related to your Affiliate Site including, without limitation, content therein not attributable to us or (iv) any actions based on your alleged violations of any applicable law or regulation.

11. GOVERNING LAW

This Agreement will be governed by the laws of the United States and the State of Illinois, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in the State of Illinois and you irrevocably consent to the jurisdiction of such courts. If either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs, including expert witness fees.

Signature _________________________________________________

Date_______________