Terms & Conditions
This Affiliate Program Agreement (the "Agreement") sets forth the terms and conditions regarding the Affiliate Program (the "Program") between What's Your Sign?, Inc., d/b/a AstroToGo.com ("ATG") and Affiliate (defined below).

BY CLICKING ON THE "SUBMIT APPLICATION" BUTTON AT THE END OF THE AFFILIATE APPLICATION, YOU (IF YOU ARE ACTING ON BEHALF OF YOURSELF AS AN INDIVIDUAL) OR YOUR COMPANY (IF YOU ARE ACTING ON BEHALF OF YOUR COMPANY) (THE "AFFILIATE") AGREE(S) TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY BEFORE ACCEPTING ITS TERMS.

Once you have agreed to the terms, you will be linked to our Affiliate Program Application. After you submit a complete Affiliate Application, we will evaluate it in good faith and notify you of your acceptance or rejection as an affiliate of ATG. We may reject your application for any reason or terminate this Agreement at any time if we determine, in our sole discretion, that Affiliate or any web site owned or operated by Affiliate (each an "Affiliate Site") is unsuitable for the Program for any reason, including but not limited to, if the Affiliate Site contains any harmful, threatening, defamatory, obscene, sexually explicit, harassing, or racially, ethically, or otherwise objectionable materials; promotes violence; promotes discrimination based on sex, religion, nationality, disability, or age; promotes illegal activities; and/or infringes or otherwise violates any copyright, patent, trade secret, trademark, or other intellectual property rights.

1. ATG Responsibilities.
As an Affiliate, ATG will make available to Affiliate a variety of graphic and textual links to establish a connection between the Affiliate Site and AstroToGo.com (each of these links referred to herein as "Links" or, individually, as a "Link") which, subject to the terms and conditions hereof, Affiliate may display on relevant areas of the Affiliate Site. These Links will serve to identify the Affiliate Site as a member of the Program.

ATG will be responsible for providing all information necessary to allow Affiliate to make appropriate Links from the Affiliate Site to AstroToGo.com, however, all Links must be approved by ATG. ATG will be solely responsible for processing orders placed on AstroToGo.com by a customer following a Link from the Affiliate Site, tracking the volume and amount of sales generated through the Link, and providing information regarding an Affiliate's sales statistics. ATG reserves the right to reject any order for any reason. ATG will be responsible for processing order entry, payments, shipping, cancellations, returns, and customer service related to AstroToGo.com.

At any time ATG may change, suspend or discontinue any aspect of an offer or Link or remove, alter, or modify any tags, text, graphic or banner ad in connection with a Link. Affiliate agrees to promptly implement any request from ATG to remove, alter or modify any Link, graphic or banner ad that is being used by Affiliate as part of this Agreement.

2. Affiliate's Responsibilities.
Affiliate will link the Affiliate Site to areas within AstroToGo.com using the Links. The position, prominence and nature of Links on the Affiliate Site shall comply with any requirements specified herein or conveyed to Affiliate from time to time by ATG.

Affiliate agrees to promptly post at least one Link on an Affiliate Site in no event later than five (5) business days following the receipt by Affiliate of a notice of acceptance from ATG.

Affiliate agrees not to make any representations, warranties or other statements concerning ATG, AstroToGo.com, any of ATG's products or services, or AstroToGo.com site policies, except as expressly authorized herein.

Affiliate is responsible for notifying ATG of any malfunctioning of the Links or other problems with Affiliate's participation in the Program. ATG will respond as soon as commercially practicable to review such concerns upon notification by Affiliate.

Affiliate will be solely responsible for the development, operation and maintenance of the Affiliate Site and for all materials that appear on Affiliate Site, including but not limited to: (a) the accuracy and appropriateness of materials posted on the Affiliate Site; (b) ensuring that materials posted on the Affiliate Site do not violate or infringe upon the rights of any third party; (c) ensuring that the Affiliate Site does not contain any improper content; and (d) ensuring that the Affiliate Site is at all times in compliance with all applicable laws, rules and regulations.

3. Commissions.
ATG agrees to pay Affiliate a commission on Qualifying Sales from a Customer if that Customer has accessed AstroToGo.com and purchased the product or service via the Link and such product or service is not subsequently returned or cancelled.

ATG will pay Affiliate on a monthly basis for accrued commissions payable with respect to products or services purchased and not returned or cancelled.

A "Qualifying Sale" is a sale as a result of the Link, if the Link is the last link to the ATG's site that the Customer uses during a Session where a sale of a product or a service to Customer occurs. A "Session" is the period of time beginning from a Customer's initial contact with AstroToGo.com via the Link and terminating when the Customer either returns to AstroToGo.com via a link from a site other the Affiliate Site or the Link expires or is terminated. A "Customer" is a U.S. or Canadian citizen over the age of eighteen (18) years old.

ATG shall have the sole right and responsibility for processing all orders made by Customers. Affiliate acknowledges that all agreements relating to sales to Customers shall be between ATG and the Customer. Customers who purchase products or services through the Link shall be deemed to be customers of ATG. Prices for the products or services will be set solely by ATG in its discretion which may be changed by ATG at any time in its discretion.

All determinations of Qualifying Sales and whether a commission is payable will be made by ATG and will be final and binding on Affiliate.

4. Ownership and Licenses.
Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.

ATG grants Affiliate a revocable, non-exclusive, license to use and transmit the name, logos, trademarks, service marks and trade dress (collectively, the "ATG Intellectual Property") on the Affiliate Site solely for the purpose of using the Link as authorized by this Agreement. Except as expressly set forth in this Agreement or permitted by applicable law, Affiliate may not copy, distribute, modify, reverse engineer, or create derivative works from the ATG Intellectual Property. Affiliate may not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void. Affiliate agrees that by participating in the Program, it acquires no rights in any ATG Intellectual Property, and that any rights arising from use of ATG Intellectual Property pursuant to this Agreement inure to ATG's benefit. Notwithstanding anything to the contrary in this Agreement, Affiliate will remove any ATG Intellectual Property from its site immediately upon ATG's request.

Affiliate grants ATG a non-exclusive, worldwide, royalty-free license to use, reproduce and transmit any graphic or banner ad submitted by Affiliate solely for co-branding purposes or as a return link from AstroToGo.com to the Affiliate Site. ATG will remove such graphic or banner ad upon Affiliate's request.

ATG shall have the right, on at least three (3) days’ prior written notice and not more than once every six (6) months, to conduct an audit during Affiliate's normal business hours to verify Affiliate's compliance with the terms of this Agreement. If any such examination discloses any material violations of this Agreement by Affiliate, Affiliate agrees to pay or reimburse ATG for the reasonable and documented auditing expense upon written request by ATG, in addition to any other payments to which ATG may be entitled.

5. Termination.
ATG may terminate this Agreement at any time, for any reason, by terminating the Link and providing notice to Affiliate. Termination of this Agreement shall also terminate any outstanding offers. Affiliate may terminate this Agreement at any time by removing all Links from the Affiliate Site and deleting all ATG Intellectual Property in its possession. Notwithstanding the foregoing, all rights to accrued payments, causes of action and any provisions, which by their terms are intended to survive termination, shall survive termination of this Agreement.

6. Representations.
Affiliate represents to ATG that (a) it has the authority to enter into this Agreement and doing so will not violate any agreement to which it is a party or by which it is bound, (b) any material which is provided or displayed on the Affiliate Site will not (i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) contain any content which is defamatory, libelous, lewd, pornographic, obscene, promotes violence or contains hateful speech; (iv) violate any laws regarding unfair competition, anti-discrimination or false advertising; or (v) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or disabling programming routines or software code and (c) it shall represent ATG, the Links and participate in the Program in a first class and professional manner.

ATG represents to Affiliate that it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby.

EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY.

7. Indemnification.
Affiliate hereby agrees to indemnify, defend and hold harmless ATG and its subsidiaries and affiliates, and their respective directors, officers, employees, agents, contractors, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) insofar as such losses, or actions in respect thereof, arise out of or are based on (i) any failure or breach of any representation, warranty, covenant, or agreement made by Affiliate herein, (ii) any misuse by Affiliate, or by a party under the reasonable control of Affiliate, of the ATG name or trademarks, or (iii) any claim related to the Affiliate Site, including, without limitation, content therein not attributable to ATG.

8. Limitation of Liability.
IN NO EVENT SHALL ATG BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE SERVICES, TELECOMMUNICATIONS SYSTEMS OR THE INTERNET, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF ATG. IN NO EVENT WILL ATG BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY / WRONGFUL DEATH, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT ATG HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. ATG'S CUMULATIVE LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO AFFILIATE BY ATG IN COMMISSIONS PURSUANT TO THE TRANSACTION GIVING RISE TO SUCH CLAIM.

9. Publicity.
Affiliate may not create, publish, distribute, or permit any material that makes reference to ATG or uses ATG's name or trademarks without first submitting such material to ATG and receiving ATG's written consent.

ATG may reference Affiliate by name, its trademarks and/or links to the Affiliate Site as an affiliate of ATG.

10. Modification.
At any time and in ATG's sole discretion, ATG may modify any of the terms and conditions contained in this Agreement by (i) posting a change notice or a new agreement on AstroToGo.com, and/or (ii) emailing a revised agreement to Affiliate. Such modifications shall take effect thirty (30) days following the posting of a change notice or new agreement on AstroToGo.com or Affiliates' receipt of a revised agreement via email, whichever occurs first (the "Notice Period"). IF ANY MODIFICATION IS UNACCEPTABLE TO AFFILIATE, AFFILIATE'S ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT WITHIN THE NOTICE PERIOD. AFFILIATE'S CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE END OF THE NOTICE PERIOD WILL CONSTITUTE BINDING ACCEPTANCE OF THE MODIFICATION.

11. Disclaimer.
THE PROGRAM AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH ARE PROVIDED TO AFFILIATE AND CUSTOMERS "AS IS". EXCEPT AS EXPRESSLY SET FORTH HEREIN, ATG EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. ATG DOES NOT WARRANT THAT THE PROGRAM OR PRODUCTS AND SERVICES WILL MEET AFFILIATES' OR CUSTOMERS' REQUIREMENTS OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR-FREE OR UNINTERRUPTED. ALL ATG PRODUCTS AND SERVICES ARE FOR ENTERTAINMENT PURPOSES ONLY.

12. Confidentiality.
Each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, product designs, customer and vendor lists; and pricing and sales information, concerning ATG, Affiliate, or any of ATG's affiliates shall remain strictly confidential and secret. Such information shall not be utilized, directly or indirectly, by such party for its own business purposes, or for any other purpose, except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (i) to any person pursuant to a subpoena issued by any court or administrative agency, (ii) to its accountants, attorney, or other agents on a confidential basis, and (iii) otherwise as required by applicable law, rule, regulation, or legal process.

13. Miscellaneous.
Both parties hereby submit to exclusive venue and jurisdiction in the Federal and State courts in New York County, New York. This Agreement shall be interpreted in accordance with the laws of the State of New York without reference to conflicts of laws provisions. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto. This Agreement contains the entire agreement between ATG and Affiliate with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral, between ATG and Affiliate. Affiliate may not assign all or any part of this Agreement without ATG's prior written consent. Except as set forth in Section 10, this Agreement may not be modified without the prior written consent of both parties. If one or more provisions of this Agreement are held to be unenforceable under applicable law, then such provision(s) shall be excluded from this Agreement, and the balance of the Agreement shall be enforceable in accordance with its terms. Each party to this Agreement is an independent contractor in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties. No course of dealing nor any delay in exercising any rights hereunder shall operate as a waiver of any such rights. No waiver of any default or breach shall be deemed a continuing waiver or a waiver of any other breach or default.