This Agreement contains the complete terms and conditions that apply to your participation as an affiliate in the Affiliate Network of cellowrap.com and the establishment of links from your affiliate web site to our web site, "cellowrap.com".

The term of this agreement shall commence on the date which an approved link to cellowrap.com' site (the "Link") is placed on Affiliate's site. Either party may terminate this agreement by giving 5 days notice by e-mail. Upon termination, Affiliate agrees to remove the Link from its site.

1. Enrollment in the Affiliate Network: To begin the enrollment process, you will submit a complete Affiliate Network application via our site. We will evaluate your application in good faith and will notify you of your acceptance. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Affiliate Network for any reason, including, but not limited to, inclusion of content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or otherwise objectionable.
   
   
2. Promotion of Our Affiliate Relationship: As an Affiliate Site, we will make available to you with ("Links" or, individually, as a "Link"), which, subject to the terms and conditions hereof, you may display as often and in as many areas on your site as you desire. The Links will serve to identify your site as a member of our Affiliate Network and will establish a link from your site to ours.
   
   
3. If you qualify and agree to participate as an Affiliate Site, you shall display cellowrap.com Links and Subject Area Links prominently throughout your site as you see fit and with our consent. As an Affiliate Site, you will be entitled to participate and promote on your site special promotions we may offer, and in connection therewith, we shall make such promotions available to users of your site. After acceptance you will be given a special password to access affiliate.cellowrap.com.
   
   
4. OBLIGATIONS OF cellowrap.com
   1. We will supply Affiliate with artwork and text that can be placed on Affiliate's site and act as a link to cellowrap.com' site. For each Affiliate-Generated Purchase, cellowrap.com will remit 10% (ten percent) of the Net Purchase Amount to Affiliate for all full priced merchandise actually paid for by the customer. Promotional merchandise will have commission rates that will vary depending upon the amount of discount and quantity and will be posted for the Affiliates on-line. Cellular Telephones and other items have a special commission rate that will be posted for Affiliates. An "Affiliate-Generated Purchase" shall be defined as a purchase made during a user session in which the first URL requested on the cellowrap.com site is the unique URL http://www.cellowrap.com.com/index.html?XXX , where "XXX" is a unique code assigned to Affiliate. "Net Purchase Amount" is defined as the gross amount of an Affiliate-Generated Purchase less shipping charges, discounts, returns, allowances, gift-wrapping charges, and sales tax.
      
   2. On a monthly basis, cellowrap.com will provide Affiliate with a free report on the number of Affiliate-Generated Purchases. Quantities for Affiliate-Generated Purchases shall be determined by the log file reports of cellowrap.com. This report will serve as the basis for the remittance described above. Payments will be made on a quarterly basis. We will be responsible for order entry, payment processing, shipping, cancellations, returns.
      
   3. Commission Determination - The net purchase price of merchandise will count toward the total sales during the calendar quarter in which such travel gifts or other items are sold. Only items that are sold by us (to users of your site linked to our site), shipped to a customer, and for which we have received full payment will qualify for a commission.
   
   
5. OBLIGATIONS OF AFFILIATE
   1. Affiliate will place a graphical or textual link to cellowrap.com on the Affiliate site in a manner consistent with artwork and/or text provided by cellowrap.com and fill-out cellowrap.com Affiliate Program's On-line Application Form.
   2. Affiliate is solely responsible for ensuring that reviews, descriptions, and articles on your site comply with all applicable copyright and other laws. 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.
   3. Policies and Pricing - Customers who buy items through the Affiliate Network will be deemed to be customers of cellowrap.com. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and sales will apply to those customers. We may change our policies and operating procedures at any time. You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. Such responsibilities include, but are not limited to, the technical operation of your site and all related equipment; creating and posting reviews, descriptions, and references on your site and linking those descriptions to our catalog; the accuracy and propriety of materials posted on your site (including, but not limited to, all related materials); ensuring that materials posted on your site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. cellowrap.com disclaims all liability for all such matters. Further, you will indemnify and hold cellowrap.com harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.
   4. You and cellowrap.com are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.
   5. Disclaimers - cellowrap.com makes no express or implied warranties or representations with respect to the Affiliate Network or any items sold through the Affiliate Network (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions, delivery delays or errors.
   6. cellowrap.com may modify any of the terms and conditions contained in this Agreement, at any time in our sole discretion
   7. Limitation of Liability - cellowrap.com will not be liable for indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this Agreement or the Affiliate Network, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Affiliate Network will not exceed the total commission fees paid or payable to you under this Agreement.
   8. Indemnification - You hereby agree to indemnify and hold harmless cellowrap.com, Inc., and its subsidiaries and 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' 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 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, any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or any claim related to your site, including, without limitation, content therein not attributable to us.
   
   Governing Law: This Agreement will be governed by the laws of the United States and the State of New Jersey, without reference to rules governing choice of laws.
   
   UPON ACCEPTANCE WE GRANT YOU A NON-EXCLUSIVE, NON-TRANSFERABLE, REVOCABLE RIGHT TO ACCESS OUR SITE THROUGH THE LINKS SOLELY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.