Terms and Conditions/Operating Agreement

This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Huppin’s Hi-Fi, Photo & Video, Inc. dba OneCall Synergist Affiliate Program ("Program").

With the exception of Our obligation to pay referral fees under Section 4, which may be performed solely by us, We may cause any of Our obligations under this Agreement to be fulfilled by any of Our corporate affiliates on Our behalf.

1. Definitions

As used in this Agreement the following terms shall have the meaning(s) set forth below:

"We", "Us", or "Our" means Huppin’s Hi-Fi, Photo & Video, Inc. dba OneCall.com or any of Our affiliate companies, as the case may be.

"You" means the applicant.

"OneCall.com Site" means the Site that has its primary home page identified by the URL www.onecall.com.

"Site" means a World Wide Web site.

"Your Site" means any Site that You will link to the OneCall.com Site (and which You will identify in your Program application).

"Product", “Qualifying Product” is any Product listed on the OneCall.com Site that is fulfilled by Us or on Our behalf. Products will not include any downloadable products or services sold through the OneCall.com Site.

"Content" All trademarks, trade dress, and logos, and all other materials provided by or on behalf of Us to You pursuant hereto or in connection with the Program.

"Proprietary Terms" keywords, search terms or other identifiers that include the words “onecall”, “huppins” or variations thereof.

2. Enrollment in the Program

To begin the enrollment process, You will submit a complete Program application via the OneCall.com Site. We will evaluate your application in good faith and will notify You of its acceptance or rejection. We may reject your application if We determine, in Our sole discretion, that Your Site is unsuitable for the Program. Unsuitable sites include, but are not limited to, those that:

• promote sexually explicit materials
• promote violence
• promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
• promote illegal activities
• include "onecall," any other trademark of Huppin’s Hi-Fi, Photo & Video, Inc. dba OneCall or its affiliates, or variations or misspellings of any of them, in their URLs to the left of the top-level domain name (e.g., ".com", ".net", ".uk", etc.) -- for example, a URL such as "onecall.mydomain.com", "onecal.com" or "onecallauctions.net" would be unsuitable
• otherwise violate intellectual property rights.

By participating in the Program You agree that You will not engage in any such activities. If We reject your application, You are welcome to reapply to the Program at any time. You should also note that if We accept your application and Your Site is thereafter determined, in Our sole discretion, to be unsuitable for the Program, We may terminate this Agreement. Participation in the Program is limited to parties that lawfully can enter into and form contracts under applicable law. For example, minors are not allowed to participate in the Program.

U.S. federal law requires Us to obtain tax information from Program participants who are U.S. citizens, U.S. residents or U.S. corporations and from Program participants who are not U.S. citizens or residents but whose businesses are taxable in the U.S. If We believe You are a Program participant from whom We are obligated to obtain tax information You will be required to provide this information, or otherwise satisfy Us that You are not a person from whom We are required to obtain tax information.

3. Links on Your Site

Once You have been notified that Your Site has been accepted into the Program, We grant You a revocable, non-exclusive, worldwide, royalty-free license for the duration of the term of this Agreement, solely for purposes of facilitating referrals from Your Site to the OneCall.com Site, to provide on Your Site one or more of the following types of links to the OneCall.com Site:

Product Links: You may select one or more Products to list on Your Site using a variety of formats that We may make available to you, such as text link format, graphical link format, or customizable "widget" format. For each selected Product, You will display on Your Site a short description, review, or other reference. You will be responsible for the content, style, and placement of these references. You will provide a Special Link from each Product reference on Your Site to the corresponding OneCall.com Site online catalog entry. Each such link will connect directly to a single item in Our online catalog. You may add or delete Products (and related links) from Your Site at any time without Our approval.

Search Box Link: You may provide a OneCall.com Site search box on Your Site that will permit Your Site visitors to either view the results of their search query within the Search Box link or link directly to a page on the OneCall.com Site that contains the results of their search query. We will provide You with technical specifications describing how to include a OneCall.com Site search box on Your Site.

General Link: You may provide a General Link on Your Site to the home page of the OneCall.com Site.

Basic Link: A Special Link provided by You, through which We may serve Content as We deem appropriate. If You choose to provide a graphical Basic Link, You agree You will use the graphical artwork We serve or otherwise provide to You only to identify the Basic Link. If You choose to provide a text-only Basic Link, You agree You will not alter the text We serve or otherwise provide to You to identify the Basic Link.

Search Results Link: You may provide a link on Your Site that will link to a particular search result on the OneCall.com Site, the parameters of which will be determined by You based on search generating alternatives We make available to you.

Any Page Link: You may provide a link on Your Site that will link to any particular page on the OneCall.com Site, provided that You properly use the special link formats provided on the OneCall.com Site as part of the Program to create such link.

We will provide You with guidelines and graphical artwork to use in linking to the OneCall.com Site. To permit accurate tracking, reporting, and referral fee accrual, We will provide You with Special Links to be used in all links between Your Site and the OneCall.com Site. You must ensure that each of the links between Your Site and the OneCall.com Site properly utilizes such Special Link formats. You will earn referral fees only with respect to activity on the OneCall.com Site occurring directly through Special Links; We will not be liable to You with respect to any failure by You to use Special Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to You pursuant to this Agreement.

You acknowledge that, by participating in the Huppin’s Hi-Fi, Photo & Video, Inc. dba OneCall Synergist Affiliate Program and placing any of the above links within Your Site, We may receive information from or about visitors to Your Site or communications between Your Site and those visitors. Your participation in the Program constitutes your specific and unconditional consent to and authorization for Our access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in the Privacy Notice on the OneCall.com Site.

Except for the license granted under this Section 2, You do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to the Special Links, link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to the OneCall.com domain name. You also acknowledge that as a participant in the Program, We may from time to time send You email updates about the Program. By participating in the Program, You consent to Our sending You these email updates. Further, You acknowledge and agree that You will: (a) not, in connection with this Agreement, display or reference on Your Site, any trademark or logo of any third party for which You do not have express permission (b) use any data, images, text, or other information (Content) obtained by You from Us or the OneCall.com Site in connection with this Agreement only in a lawful manner and only in accordance with the terms of this Agreement; (c) not modify or alter any Content that consists of a graphic image, other than to resize it; (d) not edit any Content that consists of text, other than to shorten its length; (e) not sell, redistribute, sublicense or transfer any Content; (f) not use any Content in a manner intended to send sales to any Site other than the OneCall.com Site; and (g) promptly delete any Content that is no longer displayed on the OneCall.com Site or that We notify You is no longer available for your use.

4. Order Processing

We will process Product orders placed by customers who follow Special Links from Your Site to the OneCall.com Site. We reserve the right to reject orders that do not comply with any requirements that We periodically may establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, We will prepare order forms, process payments, cancellations, and returns, and handle customer service. We will track sales made to customers who purchase Products by using Special Links from Your Site to the OneCall.com Site and will make available to You reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time at Our discretion.

5. Referral Fees

We will pay You (in accordance with Sections 5 and 6 below) referral fees on certain Product sales. For a Product sale to be eligible to earn a referral fee, the customer must have clicked-through a Special Link from Your Site to the OneCall.com Site, added the Product to his or her shopping cart and completed a purchase transaction. The session ends upon one of the following events: (a) deletion of the cookie by the customer (b) 90 days elapses from the customer's initial click-through, (c) the customer orders the Product, (d) the customer calls to place their order, (e) the customer uses chat to place their order, or (f) the customer subsequently follows a Special Link from another party. We will only pay referral fees on eligible Products after order, payment and shipping have occurred.

To permit accurate tracking, reporting and fee accrual, You must ensure that the Special Links between Your Site and the OneCall.com Site are properly utilized. We will not be liable for paying referral fees on purchases that are not correctly tracked and reported because the links between Your Site and the OneCall.com Site are not properly utilized.

Orders placed via telephone, chat, in-person, or other interaction that requires a human response from Huppin’s Hi-Fi, Photo & Video, Inc.dba OneCall.com are not eligible to earn referral fees. Gift certificates are also not eligible to earn referral fees.

You may not purchase products during sessions initiated through the links on Your Site for your own use, for resale or commercial use of any kind. This includes orders for customers or on behalf of customers or orders for products to be used by You or your friends, relatives, or associates in any manner. Such purchases may result, in Our sole discretion in the withholding of referral fees and/or the termination of this Agreement. In addition, You may not: (a) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to Us by any person or entity; (b) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the OneCall.com Site; (c) make any orders or subscription requests, or engage in other transactions of any kind on the OneCall.com Site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so; (d) take any action that could reasonably cause any customer confusion as to Our relationship with you, or as to the Site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring; (e) other than providing Special Links on Your Site in accordance with this Agreement, post or serve any advertisements or promotional Special Links promoting the OneCall.com Site or otherwise around or in conjunction with the display of the OneCall.com Site (e.g., through any "framing" technique or technology or pop-up or pop-under windows), or assist, authorize, or encourage any third party to take any such action; (f) attempt to intercept or re-direct (including, without limitation, via user-installed software) traffic from or on, or divert referral fees from, any web Site that participates in the Program; or (g) seek to purchase or register any keywords, search terms or other identifiers that include the word "onecall" or variations thereof (for example "1call", "oencall", etc.) (Proprietary Terms) for use in any search engine, portal, sponsored advertising service or other search or referral service. From time to time We may request that You cause any applicable Web search provider to exclude Proprietary Terms from keywords used to display your advertising Special Links in association with search results, assuming the provider of such Web search engine offers such exclusion capabilities. If We determine, in Our sole discretion, that You have engaged in any of the foregoing activities or, as the case may be, refused promptly to comply with a request from Us to exclude Proprietary Terms from any keyword as mentioned above, We may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to You under this Agreement and/or terminate this Agreement.

6. Referral Fee Schedule

During each calendar month, for Qualifying Products sold during sessions initiated through Special Links on Your Site, You will earn (subject to the other terms of this Agreement) referral fees in accordance with the “Fee Structure" described below.

Fee Structure

Basic Fee: Subject to the other terms of this Agreement, You will earn 4% of "Qualifying Revenues" (revenues derived by Us from customers as a result of sales of Qualifying Products sold during sessions initiated through Special Links on Your Site, excluding costs for shipping, handling, gift-wrapping, taxes separately stated and charged to the customer, service charges, rebates, credit card processing fees, returns and bad debt).

Special Fee: From time to time, at Our sole discretion and subject to the other terms of this Agreement, You may earn fees in amounts other than 4% of "Qualifying Revenues" (revenues derived by Us from customers as a result of sales of Qualifying Products sold during sessions initiated through Special Links on Your Site, excluding costs for shipping, handling, gift-wrapping, taxes separately stated and charged to the customer, service charges, rebates, credit card processing fees, returns and bad debt). We will notify affiliates of specific qualifying products, terms and fee amounts that vary from the Basic Fee.

7. Referral Fee Payment

We will pay You referral fees on a monthly basis for Qualifying Products shipped in the applicable month. Approximately 45 days following the end of each calendar month, based upon your stated preference, We will either (a) send You a check for the referral fees earned, or (b) send You a gift certificate good for purchase of Products through the OneCall.com Site, subject to Our standard terms or conditions. If You have not earned any referral fees in the three years prior to any given calendar month, then We reserve the right to cancel your account and terminate this Agreement without notification.

8. Policies and Pricing

Customers who buy products through this Program will be deemed to be Our customers. Accordingly, all of Our 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. Additionally, product prices, product availability, and shipping charges may vary from time to time. You must take reasonable efforts to keep accurate and updated information on your site. Furthermore if You are notified by Us to remove any content you must do so promptly. We are not responsible for any content on Your site.

9. Identifying Yourself as an Associate

You may not issue any press release, or otherwise advertise, with respect to this Agreement or your participation in the Program without our written approval of the aforementioned release or advertising materials. In addition, You may not in any manner misrepresent or embellish the relationship between Us and you, or express or imply any relationship or affiliation between Us and You or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that We support, sponsor, endorse, or contribute money to any charity or other cause).

10. Limited License

We grant You a nonexclusive, revocable right to use the graphic image and text described in Section 8 and such other text or images for which We grant express permission, solely for the purpose of identifying Your Site as a Program participant and to assist in generating Product sales. You may not use such image or text in an offline promotion or other offline manner (e.g., in any printed material, mailing or other document). You may not modify the graphic image or text, or any other of Our images, in any way (other than to resize). We reserve all of Our rights in the graphic image and text, any other images, Our trade names and trademarks, and all other intellectual property rights. You agree to follow the guidelines set forth in this agreement with respect to trademarked material. We may revoke your license at any time by giving You written notice.

11. Responsibility for Your Site

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 the OneCall.com Site catalog
• 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
• ensuring that Your Site accurately and adequately discloses, either through a privacy policy or otherwise, how You collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve Special Links and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors' browsers.

We disclaim all liability for these matters. Further, 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.

12. Compliance with Laws

As a condition to your participation in the Program, You agree that while You are a Program participant You will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time You are a Program participant. Without limiting the foregoing obligation, You agree that as a condition of your participation in the Program You will comply with all applicable laws (federal, state or otherwise) that govern marketing email, including without limitation, the CAN-SPAM Act of 2003 and all other anti-spam laws.

13. Term of the Agreement

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 the OneCall.com Site, Content and all Special Links pursuant hereto or in connection with the Program. You are eligible to earn referral fees only on sales of Qualifying Products that occur during the term, and referral fees 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.

14. 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 a new agreement on the OneCall.com 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 THE ONECALL.COM SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

15. Relationship of Parties

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.

16. Limitation of Liability

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.

17. Disclaimers

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 the OneCall.com Site will be uninterrupted or error-free, and We will not be liable for the consequences of any interruptions or errors.

18. Independent Investigation

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.

19. Arbitration

Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with Us or any of Our affiliates shall be submitted to confidential arbitration in Spokane, Washington, except that, to the extent You have in any manner violated or threatened to violate Our intellectual property rights, We may seek injunctive or other appropriate relief in any state or federal court in the state of Washington and You consent to non-exclusive jurisdiction and venue in such courts or any other court of competent jurisdiction. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

20. Miscellaneous

This Agreement will be governed by the laws of the United States and the state of Washington, without reference to rules governing choice of laws. 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 be 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.

LAST UPDATED: 07/01/2007