Affiliate Terms and Conditions Agreement

September 2, 2009

This terms and conditions agreement ("Agreement") is between you, the independent professional account holder (Affiliate) and KKf Marketing LLC, doing business as www.HuffsList.com ("Huffs List").

You must agree to abide by the terms and conditions contained in this Agreement in order to represent Huffs List as an Affiliate. By signing up as an Affiliate for HuffsList.com, you indicate Your acceptance of this Agreement and its terms and conditions. If You do not accept this Agreement, do not use the HuffsList.com Service as an Affiliate.

Huffs List is a subscription-based web site where Members showcase their business(es) as independent professionals. Huffs List is also a revenue sharing web site where Affiliates receive a commission (pay for conversion) for each new Member who they successfully convert to a full Subscription Membership ("Downline Members").

Huffs List Affiliate Account

The Affliate Account covers:

You must be a current paid subscriber to HuffsList.com.
You will be paid a 20% commission each month on all Subscription fees received from each of your first level Downline Paid Members, except any fees received during an introductory period.
You will be paid your commissions, at such time as your account balance is $30 US or more.
All statistics are collected and calculated by HuffsList.com, and will be the only valid stats used for determining commissions.
As an affiliate, you can have only have 1 account.
All affiliates located within the United States and subject to US Federal taxes are required to file a valid 1099 form with Huffs List in order to be paid $600.00 or more within a taxable year.
All affiliates will be paid via Paypal Mass Pay. All affiliates will be paid by check who do not provide a Paypal account.
Your physical address listed for receiving checks MUST be your actual address. Mail forwarding services, for the purpose of avoiding network demographics, is NOT allowed. For example, if you choose USA as your country, you must be in the USA. If you choose Great Britain as a country, you must be in Great Britain.
You won't hold us liable for anything, a link to a non-HuffsList.com Web site does not mean that HuffsList.com endorses or accepts any responsibility for the content or the use of such Web site.
You may place Huffs List Affiliate banners or Affiliate links within your newsletters, in the content of your web sites, or within other web related content. You may place Huffs List Affiliate banners and Affiliate links within non-spam emails.

What Is Not Permitted

You cannot SPAM. You cannot SPAM. You cannot SPAM. We will terminate your account on the first offense of SPAMMING. Do not send email to lists or groups that you do not have permission to send to. We cannot stress this enough, we WILL terminate your account and VOID COMMISSIONS on the first offense.

Affiliate Account Termination

Huffs List management may reserve the right to revoke an Affiliate account at any time. Either party can terminate an Affiliate account at will without cause, without notice, and without recourse. Either party can terminate if they are in default of the terms of this Agreement. All rights not specifically granted under this Agreement are reserved to Huffs List.

An abandoned Affiliate account is defined as any account that has expired due to non-payment of the Affiliate's Member Subscription fees. Affiliate accounts that become abandoned (become non-paying subscribers to HuffsList.com) will immediately be removed from our affiliate system.

Remedy for Default

In the event of default of terms of this Agreement, Huffs List management will notify Affiliates by email or in writing that there is a default. Affiliates have one calendar month in which to renew their subscription to HuffsList.com in order to reinstate their Affiliate account and Downline payments in good order. If the Affiliate does not comply and remedy the situation within the stated time period, then the Affiliate status will be immediately revoked (see Effect of Termination).

Effect of Termination

DOWNLINE PAYMENTS—Affiliates will not receive commissions on any subscription fees paid by Downline Members during any time period in which the Affiliate account is abandoned and in default.

COMMISSIONS—If an abandoned Affiliate account has a commission balance that is less than $50, a $25 fee will be assessed once per calendar month, until the balance is equal to zero dollars - and is closed. At no time will an Affiliate ever owe monies to HuffsList.com, Inc. based on fees - the account will simply be closed.

Indemnification

You agree to indemnify, defend, and hold harmless Huffs List against all claims, liability, damages, costs and expenses, including reasonable legal fees and expenses, arising out of or related to (1) a breach of this Agreement, (2) the use of this site in any manner different than its intended use, (3) any jobs found through this site either alone or in combination with any other material, (4) your failure to abide by any restriction regarding the use of this site, or (5) any claim by a third party related to the use, hiring, and/ contracting of any lister's services found on this site, alone or in combination with any other material.

Limitation of Liability

HUFFS LIST PROVIDES YOU WITH ITS SITE ON AN "AS IS" BASIS. HUFFS LIST MAKES NO WARRANTY, EXPRESS OR IMPLIED REGARDING ANY LISTER, ITS SITE, THE ACCURACY OF ANY INFORMATION, OR ANY RIGHTS OR LICENSES UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-FRINGEMENT, OR THAT THE SITE OR ANY SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

EXCEPT FOR ANY LIABILITY WHICH CANNOT BY LAW BE EXCLUDED OR LIMITED, NEITHER HUFFS LIST, HUFFSLIST.COM, NOR ANY HUFFSLIST.COM AFFILIATE SHALL BE LIABLE TO YOU OR ANY OTHER THIRD PARTY CLAIMING THROUGH IT FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR RELATING TO THE USE OF ANY LISTER FOUND THROUGH HUFFS LIST, WHETHER FRAMED AS A BREACH OF WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT, UPON ANY LEGAL THEORY, IN TORT, CONTRACT, FAILURE OF ESSENTIAL PURPOSE, OR OTHERWISE. IN NO EVENT SHALL HUFFS LIST'S OR HUFFSLIST.COM'S OR ITS AFFILIATES' LIABILITY FOR YOUR USE OF ANY LISTING PROVIDED HEREUNDER EXCEED THE GREATER OF (1) THE AMOUNT PAID BY YOU FOR MEMBERSHIP, OR (2) $120.

Choice of Law / Jurisdiction / Attorneys' Fees

Any dispute regarding this Agreement shall be governed by the laws of the State of Colorado and applicable U.S. Federal law, including Title 17 of the U.S. Code, as amended. The parties agree to accept the exclusive jurisdiction of the state and federal courts located in Colorado , USA. Arbitration. The parties hereto confirm that it is their wish that this Agreement as well as any other documents relating hereto, including notices, has been and shall be written in the English language.

In any dispute between Huffs List and you, Huffs List shall be entitled to recover its reasonable attorneys' fees, legal expert fees, and other legal expenses from you.

No Waiver / Severability

No action of Huffs List or HuffsList.com, other than an express written Waiver or Amendment, may be construed as a waiver or amendment of this Agreement. Should any clause of this Agreement be found unenforceable, wherever possible this will not affect any other clause and each will remain in full force and effect.

Acknowledgements

You acknowledge that you have read this Agreement and understand it, and agree to be bound by all its terms and conditions. This document constitutes the entire Agreement between the parties with respect to the subject matter hereof and merges all prior and contemporaneous communications. This Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns, except that you may not assign or transfer this Agreement.

Huffs List reserves the right to change this Agreement from time to time at its sole discretion, and your use of the site will be subject to the most current version posted on the site at the time of your use. Account holders will be notified of changes as they occur.