Please read this Agreement carefully. You will be assigned an Affiliate ID Number once you have clicked "Accept" at the bottom of this page, and have completed the Online Enrollment Form. PLEASE NOTE that we reserve the right to reject or cancel your acceptance if your Website discriminates against others, advocates illegal activities, or otherwise violates the terms of this Agreement.

Welcome to The Planning Shop Affiliate Marketing Program. This is The Planning Shop Affiliate Marketing Program Agreement ("Agreement"). This Agreement sets forth the terms and conditions under which The Planning Shop makes The Planning Shop Affiliate Marketing Program ("Affiliate Program") available to you. By joining The Planning Shop Affiliate Marketing Program, you expressly agree to be bound by and follow all terms and conditions set forth in this Agreement. If you do not agree to be bound by this Agreement, your sole recourse is not to participate in the Affiliate Program.

The Planning Shop reserves the right to add, delete and/or modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting a change notice or a new agreement on The Planning Shop Web Site. If any modification is unacceptable to you, your only recourse is to terminate this Agreement and your participation in the Affiliate Program. Your continued participation in the Affiliate Program following posting of a change notice or new agreement on The Planning Shop Web Site will constitute binding acceptance of the changes.

1. General Rules

This Agreement contains the complete terms and conditions that apply to your participation as an affiliate with The Planning Shop Affiliate Marketing Program, and the establishment of links from your Web site to The Planning Shop’s Web site. As used in this Agreement, "we," "us" or "The Planning Shop" means Rhonda, Inc. dba The Planning Shop, and "you," "your" or "Affiliate," means the affiliate.

The term of this Agreement (the "Term") will begin upon our acceptance of your site in The Planning Shop Affiliate Marketing Program and your acceptance of this Agreement. Either you or we may terminate this Agreement at any time, with or without cause. You are only eligible to earn commissions on sales occurring during the Term, and commissions earned through the date of termination will remain payable only if the product orders are not cancelled. The Planning Shop may withhold final payment for a reasonable time to ensure against cancellations.

1. The Planning Shop will make available to you a variety of graphic and textual links (the "Links" collectively, or "Link" individually) in order to promote products from The Planning Shop and to link to The Planning Shop Web site. You and we will cooperate in good faith to develop and implement such Links. Each Link will permit recipients to navigate directly to a page on The Planning Shop Web site designated by us via a special tagged link format.
2. You agree to use such Links in a manner that demonstrates common sense and respect for the rights of The Planning Shop and third parties. Furthermore, you agree that no link will be placed on any page or screen that contains content that: advocates discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promotes or engages in illegal activities; contains sexual, violent, or other inappropriate content; violates intellectual property rights of third parties; or contains or promotes deceptive or misleading information.
3. You will be responsible for integrating the Links into your site to promote The Planning Shop products and to properly enable tracking sales. We will not be responsible for your failure to do so or to the extent such failure may result in any reductions of amounts that would otherwise be paid to you under this Agreement.

1. The Planning Shop will pay you referral fees ("Referral Fees") based upon a percentage of the aggregate Net Proceeds received from the sale of Qualifying Products actually purchased from The Planning Shop as a result of Links placed on your Web Site. The term "Qualifying Products" will mean all products that are purchased by users during a visit to The Planning Shop website following navigation to the designated Planning Shop URL through a hypertext link from your website. When a user clicks on The Planning Shop Links from your website, a “cookie” is placed on the user’s computer, enabling tracking of purchases for a period of up to thirty (30) days.
2. Referral Fees will not be payable on sales if the user’s browser does not accept cookies, the user removes the cookie from their computer, or the cookie is later overwritten by the Affiliate Program software due to the user clicking through from another Affiliate Program Web Site, or on sales otherwise made from The Planning Shop where the cookie can not be tracked, even if the customer previously purchased a Qualifying Product or Service.
3. The term "Net Proceeds" will mean the gross proceeds received by The Planning Shop from the sale of Qualifying Products and Services on The Planning Shop Web Site, less costs and expenses attributable to taxes, shipping and handling, returns, fraud and bad debts, duties, gift wrapping and credit card processing. (For purposes of calculating Net Proceeds, credit card sales will be subject to a flat deduction of 3% of the gross sale price).
4. As of the date of this Agreement, Referral Fees are paid according to the following schedule:
1. i. 15% of the Net Proceeds received by The Planning Shop during the Term;
5. We may change our Referral Fees at any time, without notice. The amount of Referral Fees we pay to you will be based on the applicable Referral Fee on the date earned.

Referral fees will be payable within ninety (90) days from the end of each calendar quarter. If during any calendar quarter of the Term your referral fees do not exceed fifty dollars ($50.00), then you will not receive payments until following the calendar quarter during which your aggregate referrals fees equal or exceed said amount.

1. a. Each of us hereby represents and warrants that:
1. It has full power and authority to enter into this Agreement and to perform its obligations hereunder;
2. It has obtained all permits, licenses, and other governmental authorizations and approvals required for its performance under this Agreement;
3. The services to be rendered by each of us under this Agreement neither infringe nor violate any patent, copyright, trade secret, trademark, or other proprietary right of any third party.
2. The Planning Shop will remain solely responsible for the operation of The Planning Shop Web Site, and you will remain solely responsible for the operation of your site. Each party:
1. Acknowledges that their respective sites may be subject to temporary downtime due to causes beyond their reasonable control.
2. Subject to the specific terms of this Agreement, retains sole right and control over the programming, content and conduct of transactions over its respective site or service.
3. EACH PARTY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING (i) THE AMOUNT OF SALES THAT THE PLANNING SHOP MAY GENERATE DURING THE TERM, AND (ii) ANY ECONOMIC OR OTHER BENEFIT THAT THE OTHER PARTY MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT.
4. NEITHER THE PLANNING SHOP NOR AFFILIATE WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA) ARISING OUT OF THIS AGREEMENT. THE PLANNING SHOP'S ENTIRE LIABILITY ARISING FROM THIS AGREEMENT WHETHER IN CONTRACT OR TORT, WILL NOT EXCEED THE AMOUNTS PAYABLE TO AFFILIATE HEREUNDER.

As between you and us, The Planning Shop will be solely responsible for fulfilling all orders for its products and payment processing, and customers who buy products through the affiliate marketing program will be deemed customers of The Planning Shop. Accordingly, all rules, policies, operating procedures and information concerning customer orders and sales will apply to those customers, including our rules of privacy and confidentiality. We may change our policies and operating procedures at any time, without notice.

1. The Planning Shop hereby grants to you during the Term a non-exclusive, non-transferable, royalty-free license to establish hyperlinks between yours and our Web Sites and to use The Planning Shop's trade names, logos, trademarks and service marks (the "The Planning Shop Marks") on your site solely as is reasonably necessary to establish and promote such hyperlinks and to otherwise perform your obligations under this Agreement; provided, however, that any other promotional materials or usages containing any of The Planning Shop Marks will be subject to The Planning Shop's prior written approval.
2. You hereby grant to The Planning Shop during the Term, a non-exclusive, non-transferable, royalty-free license to establish hyperlinks between yours and our Web Sites and to use your trade names, logos, trademarks and service marks (the "Affiliate Marks") solely as is reasonably necessary to establish and promote such hyperlinks and to otherwise perform our obligations under this Agreement; provided, however, that any other promotional materials or usages containing any of the Affiliate Marks will be subject to your prior written approval.
3. Except as set forth above, you and we each reserve all right, title and interest in our respective intellectual property rights (e.g., patents, copyrights, trade secrets, trademarks and other intellectual property rights). Use of the other's marks except as set forth herein is strictly prohibited.

1. We agree to indemnify, defend and hold harmless you and your affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney's fees) relating to the operation of our site, a breach of our obligations under this Agreement, or the violation of any third party intellectual property rights of editorial content or other materials provided by us for display on your site.
2. You agree to indemnify, defend and hold harmless us and our affiliates, directors, officers, employees and agents, and partners from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney's fees) relating to the operation of your site, a breach of your obligations under this Agreement, or the violation of any third party intellectual property rights of editorial content or other materials of your site.

1. You and we will each monitor and periodically test the general availability and operation of our respective Web site.
2. You and we are entering this Agreement as independent contractors, and nothing will be construed to create a partnership, agency, joint venture or employment relationship between you and us.
3. In its performance of this Agreement and in the operation each party's respective Web sites, you and we each will comply with all applicable laws, regulations, orders and other requirements, now or hereafter in effect, of governmental authorities having jurisdiction. Without limiting the generality of the foregoing, you and we each will pay, collect and remit such taxes as may be imposed with respect to any compensation, royalties or transactions under this Agreement.
4. Neither you nor we will be considered to be in breach of or default under this Agreement on account of any delay or failure to perform as a result of any causes or conditions that are beyond our respective reasonable control. If any force majeure event occurs, the affected party will give prompt written notice to the other and will use commercially reasonable efforts to minimize the impact of the event.
5. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the State of California. Any action arising hereunder shall be brought in the federal or state courts, located in Santa Clara County, California.
6. Any notices under this agreement shall be given in writing. Notices may be given by electronic mail and shall be deemed delivered and given for all purposes on the sent date, but only if the receiving party has confirmed its receipt by return electronic mail. Notices sent via traditional means shall be sent via certified mail, return receipt requested. Notices to The Planning Shop shall be sent to:
   The Planning Shop 555 Bryant St., #180 Palo Alto CA 94301
7. You may not assign this Agreement, in whole or in part, without our prior written consent. Subject to that restriction, this Agreement shall be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.
8. The failure of either you or us to enforce any provision of this Agreement shall not constitute a waiver of the right to subsequently enforce the provision. Any remedies specified in this Agreement are in addition to any other remedies that may be available at law or in equity.
9. This Agreement represents the entire Agreement between you and us with respect to the subject matter hereof and supersedes any other oral or written agreements regarding such subject matter, and may be amended or modified only by a written instrument signed by a duly authorized agent of each party.
10. If any provision of this Agreement is declared by any court of competent jurisdiction to be illegal, void or unenforceable, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of the unenforceable or invalid provision within the limits of applicable law. All other provisions of this Agreement shall not be affected and shall remain in full force and effect.