• Promote violence
• Are libelous disparaging or defamatory
• Promote illegal activities
• Promote discrimination based on age, disability, nationality, race, religion, sex or sexual orientation
• Contain little or no original content
• Contain images that are sexually explicit, obscene, harmful, or harassing
• Contain otherwise objectionable material
• Incorporate materials that infringe upon copyright, trademark or other intellectual property rights

The Referral Fees and the Commission rates are subject to change at any time in our sole discretion without notice. In order for you to generate a Referral Fee or Commission, the User must follow a link from your Web site to our site, purchase the product using either our automated ordering system or by contacting one of our diamond and jewelry consultants, accept the delivery of the Product at the shipping destination, remit full payment to us and not cancel the order within our 30 day return period. We reserve the right to change or modify our return policies at any time without notice in our sole discretion. You will not be eligible for a Referral Fee or Commission under the following circumstances:

• A party comes to Sunrise Jewelry through you and does not purchase anything and then returns to Sunrise Jewelry via another Affiliate or partner at a later date and then makes a purchase, the second Affiliate or partner will receive the credit for the ultimate purchase.
• A party comes to Sunrise Jewelry through your Web site and returns more than 30 days later by entering our url directly, then you will not receive credit for that later purchase.
• The User has prevented cookies from being saved on his, her or its' hard drive.
• The User does not provide our diamond and jewelry consultant with your Affiliate tracking number for any reason.
• If a User to our Web site cannot be tracked by our online ordering system for any reason.
• A party comes to Sunrise Jewelry through your Web site but purchases using a "source code" that discounts their purchase and was not expressly given by Sunrise Jewelry for use by your Web site. You will not receive credit for this purchase.

• Referral Fees and Commission Payments. We will pay your Referral Fees and Commission payments on a monthly basis for merchandise purchased by a User directed from your Web site and in which the 45 day exchange period has expired. Payments will be made approximately 20 days after the end of each month. We will send you a check for the Referral Fees and Commissions earned for Products that we shipped during the applicable period and for which the 45 day Exchange period has elapsed, less any taxes on such Commissions that we are required by law to withhold, provided you have (a) met the Payment Minimum (defined below), (b) not breached any terms or conditions of this Agreement, (c) met the conditions set forth in Section 12 hereof and (d) you have previously provided to us a valid mailing address to which the payment may be mailed. If your Referral Fees and/or Commission Payments are below $100 in any particular month (the "Payment Minimum"), we shall withhold such payment until the next payment period until the Payment Minimum is met or until this Agreement is terminated, whichever occurs earlier. The Payment Minimum is subject to change at any time without notice in our sole discretion.

• Policies and Pricing. Users who purchase Products through the Affiliate Program will be deemed to be customers of Sunrise Jewelry. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service and sales will apply to those Users. We may change our policies and operating procedures at any time in our sole discretion without notice. Products, availability of our Products and our pricing of such Products may vary from time to time. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or the price of any particular Product.

• Licenses.
  1. Non-Exclusive, Limited License to Sunrise Jewelry Logo and Trademarks. You agree to display the Sunrise Jewelry logo (the "Logo") on your homepage or other promotional location of your Web site. We hereby grant to you a non-exclusive, non-transferrable, revocable, limited license to use our Logo, name, url and trademarks in such a manner and to otherwise display our Logo, name, url and trademarks (collectively, the "Licensed Trademarks") on your Web site. You acknowledge and agree that such license is limited and that all right, title, ownership and interest in the Licensed Trademarks shall remain with us at all times. You shall use the Licensed Trademarks in exactly the form provided to you for your use. Your use of such Licensed Trademarks shall comply with any trademark usage policies that we may adopt from time to time. You shall not take any action inconsistent with our ownership of or goodwill associated with the Licensed Trademarks, including, without limitation, applying for registration of any of our trademarks (or any mark similar thereto) anywhere in the world. You agree that any benefits and goodwill arising from your use of the Licensed Trademarks shall inure solely to our benefit. You agree that you shall 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 Sunrise Jewelry. You also agree that you shall not use the Licensed Trademarks in any manner that is disparaging or that otherwise portrays us in a negative light. We reserve all of our rights in the Licensed Trademarks and all other intellectual property rights. You shall obtain no rights in or to the Licensed Trademarks in the event of the termination of this Agreement. You shall not create, publish, distribute or permit any written materials that make reference to us, without first submitting such material to us and receiving our written consent. We may revoke your license at any time. You shall obtain no rights in and to the Licensed Trademarks in the event of the termination or expiration of this Agreement. This license shall terminate upon the effective date of the expiration or termination of this Agreement.

  2. Non-Exclusive Limited License and Use of Affiliate Logos and Trademarks. You grant us a non-exclusive license to utilize your names, titles, logos, trademarks and urls (collectively, the "Affiliate Trademarks") to advertise, market, promote and publicize in any manner our rights hereunder; provided, however, we shall not be required to advertise, market, promote or publicize your Web site. You hereby represent and warrant that you are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant us the license to use the same contemplated in this Agreement and that such grant does not and will not (a) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon you or (b) infringe upon any trademark, trade name, service mark, copyright or other proprietary right of any other person or entity. This license shall terminate upon the effective date of the expiration or termination of this Agreement.
  
  
• Ownership. The Links and all User data collected pursuant to this Agreement are, as between us and you, our property and we own all right, title and interest in the Licensed Trademarks (as described in Section 8(a) above) and User data.

• Affiliate Partner Responsibilities. You will be solely responsible for the development, technical operation and maintenance of your Web site and for all materials that appear on your Web site. You shall be solely responsible for ensuring that materials posted on your Web site do not violate or infringe upon the rights of any third party, including copyright, trademark, privacy or other personal or proprietary rights, and ensuring that materials posted on your Web site are not libelous or otherwise illegal. You must have express written consent to use another party's copyrighted or proprietary material. We disclaim all responsibility if you use another party's copyrighted or other proprietary material in violation of the law. Further, you will indemnify us and hold us harmless from all liability, claims, damages and expenses (including, without limitation, attorneys' fees) relating to the development, operations, maintenance and contents of your Web site.

• Affiliate Representations and Warranties.
  a. General Representations and Warranties. You hereby represent and warrant to us that this Agreement has been duly executed and validly approved by your authorized agent and that such Agreement has been validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms and that the execution, delivery and performance of this Agreement are within your legal capacity and power, have been duly authorized by all requisite action on your part, require the approval or consent of no other persons and neither violate nor constitute a default under the provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or the terms of any other agreement, document or instrument applicable to you or binding upon you.
  

• Agreement Term. The term of this Agreement shall begin upon our acceptance of your Online 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. Notice by e-mail to your address on our records is considered sufficient notice for termination of this Agreement. If this Agreement is terminated because (a) you violated the terms of this Agreement or (b) because your Web site is deemed by us to be objectionable (as described in accordance with Section 2 hereof), you are not eligible to receive any Referral Fees or Commission payments, even for Referral Fees or Commissions that you earned prior to the date of your termination. If this Agreement is terminated for any other reason, then you shall be eligible to receive only those Referral Fees and Commissions generated prior to the termination of this Agreement. Referral Fees and Commissions earned through the termination of the Agreement shall remain payable only if the related Product orders are not canceled or returned. We reserve the right to withhold your final payment for a reasonable period of time to ensure that the correct amount is paid to you.

• Agreement Modification. We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or new agreement on our site. Notice of any change to this Agreement delivered by e-mail, to your address on our records, or the posting of a new agreement on our Web site is considered sufficient notice for notifying 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 Referral Fees, the Commission schedule, payment procedures and Affiliate Program rules. All such modifications shall take effect 48 hours after we serve notice as provided above, unless we indicate otherwise. If a modification is unacceptable to you, your sole recourse is to terminate this Agreement. Your continued participation in the Affiliate Program following our posting of a change will constitute binding acceptance by you of such change.

• Relationship of the Parties to this Agreement. Each party shall act as an independent contractor and nothing set forth 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 14.

• Limitations on Liability. We will have no liability of any sort arising from any interruptions or errors in our Web site. WE WILL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY LOST REVENUES, DATA OR PROFITS ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF WE WERE ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. Further, our aggregate liability arising under or with respect to this Agreement or the Affiliate Program shall in no event exceed the total amount of Referral Fees and Commissions paid or payable by us to you under this Agreement.

• Warranty Disclaimers. WE HEREBY DISCLAIM, AND YOU HEREBY RELEASE US, FROM ANY AND ALL LIABILITY FOR DOWNTIME OR OTHER INTERRUPTIONS IN SERVICE REGARDING THE LINKS AND/OR OUR WEB SITE LIMITING THE FOREGOING, THE LINKS, THE LICENSED TRADEMARKS ARE PROVIDED TO YOU "AS IS" WITHOUT ANY WARRANTY OR ANY KIND. WE MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND WITH REGARD TO THE AFFILIATE PROGRAM OR ANY PRODUCTS, EXPRESS OR IMPLIED, STATUTORY, ARISING BY LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT OUR WEB SITE OR PRODUCTS WILL BE ERROR FREE, FUNCTION WITHOUT INTERRUPTION OR THAT ANY ERRORS WILL BE CORRECTED. IF AS A MATTER OF LAW WE MAY NOT DISCLAIM ANY WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE THE MINIMUM PERMISSIBLE UNDER APPLICABLE LAW.

• Indemnification. You hereby agree to indemnify, defend and hold harmless us and our stockholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including attorneys' fees) of any nature whatsoever incurred or suffered by us (the "Damages") insofar as such Damages (or actions in respect thereof) arise out of or are based upon (a) any claim or threatened claim that our use of the Affiliate Trademarks infringes on the rights of any third party, (b) the breach of any representation or warranty or covenant made by you in this Agreement or (c) or any claim related to your Web site.

• Independent Investigation. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL OF 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 COMPETITIVE 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.

• Miscellaneous. This Agreement shall be governed by the laws of the United States and of the State of Washington, as applied to agreements made, entered into and performed entirely within the State of Washington, notwithstanding your actual state of residence or principal business location. Any action relating to this Agreement must be brought in federal or state courts located in King County, Washington and you irrevocably consent to the jurisdiction of such courts. You may not assign this agreement, by operation or law or otherwise, without our prior written consent, any such purported assignment shall be null and void. Subject to such restriction, this Agreement will be binding upon, inure to the benefit of and be enforceable against the parties and their respective successors and assigns. If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. 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. This Agreement constitutes the entire agreement between the parties regarding its subject matter, supersedes any other agreements or understandings between them, and may only be amended by a writing signed by us.