• We will pay you referral fees on a monthly basis. Approximately 30 days following the end of each calendar month, we will send you a cheque for the commission earned on our sales of qualifying products that were delivered during that month.

• if the referral fees payable to you for any calendar month are less than A, we will hold those referral fees until the total amount due is at least A or (if earlier) until this Agreement is terminated

• if a product that generated a referral fee is returned by the customer, we will deduct the corresponding referral fee from your next monthly payment. If there is no subsequent payment, we will send you a bill for the referral fee

Customers who buy products through this Program will be deemed to be customers of StAndrewsGolf.co.uk. Accordingly, all StAndrewsGolf.co.uk rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers.

• we may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies

• product prices and availability may vary from time to time

• because price changes may affect products that you already have listed on your site, you may not include price information in your product descriptions

• we will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product

You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:

• the technical operation of your site and all related equipment
• creating and posting product descriptions on your site and linking those descriptions to our site

• the accuracy and appropriateness of materials posted on your site (including, among other things, all product-related materials)

• ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)

• ensuring that materials posted on your site are not libelous or otherwise illegal

• we disclaim all liability for these matters

• you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site

• You agree that you will not engage, participate or otherwise become involved in any activity or course of action that diminishes and/or tarnishes the image and/or reputation of StAndrewsGolf.co.uk

• the term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party

• either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination

• upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all StAndrewsGolf.co.uk Banners and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program

• you are only eligible to earn commission on our sales of qualifying products occurring during the term, and commisions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid

• we may modify any of the terms and conditions contained in this Agreement, at any time and at our sole discretion, by posting a change notice or a new agreement on our site

• modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules

• IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE

• you and we 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

• we 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 Program, even if we have been advised of the possibility of such damages

• further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement

We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a 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 or errors.

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 OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

• this agreement will be governed by the laws of NSW, Australia

• any action relating to this agreement must be brought in the federal or state courts located in NSW, Australia and you irrevocably consent to the jurisdiction of such courts

• you may not assign this agreement, by operation of law or otherwise, without our prior written consent

• 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 provision or any other provision of this agreement