Affiliate Program Agreement

FOREWORD

Our affiliates are very important to us. We do our best to
treat you with the fairness and respect you deserve. We simply ask the same
consideration of you. We have written the following affiliate agreement with
you in mind and to protect our company's good name. So please bear with
us as we take you through this legal formality.

If you have any questions, please don't hesitate to let us
know. We are strong believers in straight-forward and honest communication. For
quickest results please email us at [email protected]. You can also reach us
via phone, 1-858-444-6295.

Best regards,

Chris Flynn
Owner/Affiliate Manager
NoriLights.com  

AFFILIATE AGREEMENT

PLEASE READ THE ENTIRE AGREEMENT.

YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND NORI LIGHTS
(DBA NORILIGHTS.COM)

BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT
YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND
THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

1. Overview

This Agreement contains the complete terms and conditions
that apply to you becoming an affiliate in NoriLights.com's Affiliate Program.
The purpose of this Agreement is to allow HTML linking between your web site
and the NoriLights.com web site. Please note that throughout this Agreement,
"we," "us," and "our" refer to NoriLights.com,
and "you," "your," and "yours" refer to the
affiliate.

2. Affiliate Obligations

2.1. To begin the enrollment process, you will complete and
submit the brief online application at the Refersion.com server. The fact that we
auto-approve applications does not imply that we may not re-evaluate your
application at a later time. We may reject your application at our sole
discretion. We may cancel your application if we determine that your site is
unsuitable for our Program, including if it:

2.1.1. Promotes sexually explicit materials 

2.1.2. Promotes violence 

2.1.3. Promotes discrimination based on race, sex, religion, nationality,
disability, sexual orientation, or age

2.1.4. Promotes illegal activities 

2.1.5. Incorporates any materials which infringe or assist others to infringe
on any copyright, trademark or other intellectual property rights or to violate
the law 

2.1.6. Includes variations of the name "Nori Lights"  or misspellings thereof
in its domain name, or misleads users by presenting itself as an official Nori Lights
representative or agent

2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory,
obscene, harassing, or racially, ethnically or otherwise objectionable to us in
our sole discretion. 

2.1.8. Contains software downloads that potentially enable diversions of
commission from other affiliates in our program. 

2.1.9. You may not create or design your website or any other website that you
operate, explicitly or implied in a manner which resembles our website nor
design your website in a manner which leads customers to believe you are NoriLights.com.

2.2. As a member of NoriLights.com's Affiliate Program, you
will have access to Affiliate Account Manager. Here you will be able to review
our Program’s details and previously-published affiliate newsletters, download
HTML code (that provides for links to web pages within the NoriLights.com web
site) and banner creatives, browse and get tracking codes for our coupons and
deals. In order for us to accurately keep track of all guest visits from your
site to ours, you must use the HTML code that we provide for each banner, text
link, or other affiliate link we provide you with.

2.3. NoriLights.com reserves the right, at any time, to
review your placement and approve the use of Your Links and require that you
change the placement or use to comply with the guidelines provided to you.

2.4. The maintenance and the updating of your site will be
your responsibility. We may monitor your site as we feel necessary to make sure
that it is up-to-date and to notify you of any changes that we feel should
enhance your performance.

2.5. It is entirely your responsibility to follow all
applicable intellectual property and other laws that pertain to your site. You
must have express permission to use any person's copyrighted material, whether
it be a writing, an image, or any other copyrightable work. We will not be
responsible (and you will be solely responsible) if you use another person's
copyrighted material or other intellectual property in violation of the law or
any third party rights. You are welcome to use any photos or graphics that has
officially published by Nori Lights, such as on our Facebook page, website, twitter,
instagram, or other Nori Lights accounts on other social networks. It is your responsibility
to be sure that any graphics are published by us and not other users prior to your 
use of them.  Any graphics published by Nori Lights should not be altered or edited 
without our direct and written approval, including cropping out watermarks, 
manipulating existing photos, adding text overlays, etc.

3. NoriLights.com Rights and Obligations

3.1. We have the right to monitor your site at any time to
determine if you are following the terms and conditions of this Agreement. We
may notify you of any changes to your site that we feel should be made, or to
make sure that your links to our web site are appropriate and to notify further
you of any changes that we feel should be made. If you do not make the changes
to your site that we feel are necessary, we reserve the right to terminate your
participation in the NoriLights.com Affiliate Program.

3.2. NoriLights.com reserves the right to terminate this
Agreement and your participation in the NoriLights.com Affiliate Program
immediately and without notice to you should you commit fraud in your use of
the NoriLights.com Affiliate Program or should you abuse this program in any
way. If such fraud or abuse is detected, NoriLights.com shall not be liable to
you for any commissions for such fraudulent sales.

3.3. This Agreement will begin upon our acceptance of your
Affiliate application, and will continue unless terminated hereunder.

4. Termination

Either you or we may end this Agreement AT ANY TIME, with or
without cause, by giving the other party written notice. Written notice can be
in the form of mail, email or fax. In addition, this Agreement will terminate
immediately upon any breach of this Agreement by you.

5. Modification

We may modify any of the terms and conditions in this
Agreement at any time at our sole discretion. In such event, you will be
notified by email. Modifications may include, but are not limited to, changes
in the payment procedures and NoriLights.com's Affiliate Program rules. If any
modification is unacceptable to you, your only option is to end this Agreement.
Your continued participation in NoriLights.com's Affiliate Program following
the posting of the change notice or new Agreement on our site will indicate
your agreement to the changes.

6. Payment

NoriLights.com uses a third party to handle all of the
tracking and payment. The third party is the Refersion.com affiliate network.
Kindly review the network’s payment terms and conditions.

7. Access to Affiliate Account Interface

You will create a password so that you may enter Refersion’s
secure affiliate account interface. From their site you will be able to receive
your reports that will describe our calculation of the commissions due to you.

8. Promotion Restrictions

8.1. You are free to promote your own web sites, but
naturally any promotion that mentions NoriLights.com could be perceived by the
public or the press as a joint effort. You should know that certain forms of
advertising are always prohibited by NoriLights.com. For example, advertising
commonly referred to as "spamming" is unacceptable to us and could
cause damage to our name and/or search engine rankings. Other generally
prohibited forms of advertising include the use of unsolicited commercial email
(UCE), copying and pasting text from posts, etc. In addition, you may not advertise
in any way that effectively conceals or misrepresents your identity, your domain
name, or your return email address. 

You may use mailings to customers to promote NoriLights.com so long as the
recipient is already a customer or subscriber of your services or web site, and
recipients have the option to remove themselves from future mailings. Also, you
may post to newsgroups to promote NoriLights.com so long as the news group
specifically welcomes commercial messages. At all times, you must clearly represent
yourself and your web sites as independent from NoriLights.com. If it comes to our
attention that you are spamming, we will consider that cause for immediate
termination of this Agreement and your participation in the NoriLights.com
Affiliate Program. Any pending balances owed to you will not be paid if your
account is terminated due to such unacceptable advertising or solicitation.

8.2. Affiliates that use or abuse "NoriLights.com"  among other keywords or exclusively bid
in their Pay-Per-Click campaigns on keywords such as NoriLights.com, Nori
Lights, www.Nori Lights, www.NoriLights.com, and/or any misspellings or similar
alterations of these – be it separately or in combination with other keywords –
and do not direct the traffic from such campaigns to their own website prior to
re-directing it to ours, will be considered trademark violators, and will be
banned from Nori Lights’s Affiliate Program. We will do everything possible to
contact the affiliate prior to the ban. However, we reserve the right to expel
any trademark violator from our affiliate program without prior notice, and on
the first occurrence of such PPC bidding behavior.

8.3. Affiliates are not prohibited from keying in prospect’s
information into the lead form as long as the prospects’ information is real
and true, and these are valid leads (i.e. sincerely interested in Nori Lights’s
service).

8.4. Affiliate shall not transmit any so-called
“interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance
Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or
“deceptive pop-ups and/or pop-unders” to consumers from the time the consumer
clicks on a qualifying link until such time as the consumer has fully exited Nori
Lights’s site (i.e., no page from our site or any NoriLights.com’s content or
branding is visible on the end-user’s screen). As used herein a.
“Parasiteware™” and “Parasitic Marketing” shall mean an application that (a)
through accidental or direct intent causes the overwriting of affiliate and non
affiliate commission tracking cookies through any other means than a customer
initiated click on a qualifying link on a web page or email; (b) intercepts
searches to redirect traffic through an installed software, thereby causing,
pop ups, commission tracking cookies to be put in place or other commission
tracking cookies to be overwritten where a user would under normal
circumstances have arrived at the same destination through the results given by
the search (search engines being, but not limited to, Google, MSN, Yahoo,
Overture, AltaVista, Hotbot and similar search or directory engines); (c) set
commission tracking cookies through loading of Nori Lights site in IFrames,
hidden links and automatic pop ups that open NoriLights.com’s site; (d) targets
text on web sites, other than those web sites 100% owned by the application
owner, for the purpose of contextual marketing; (e) removes, replaces or blocks
the visibility of Affiliate banners with any other banners, other than those
that are on web sites 100% owned by the owner of the application.

9. Grant of Licenses

9.1. We grant to you a non-exclusive, non-transferable,
revocable right to (i) access our site through HTML links solely in accordance
with the terms of this Agreement and (ii) solely in connection with such links,
to use our logos, trade names, trademarks, and similar identifying material
(collectively, the "Licensed Materials") that we provide to you or
authorize for such purpose. You are only entitled to use the Licensed Materials
to the extent that you are a member in good standing of NoriLights.com's
Affiliate Program. You agree that all uses of the Licensed Materials will be on
behalf of NoriLights.com and the good will associated therewith will inure to
the sole benefit of NoriLights.com.

9.2. Each party agrees not to use the other's proprietary
materials in any manner that is disparaging, misleading, obscene or that
otherwise portrays the party in a negative light. Each party reserves all of
its respective rights in the proprietary materials covered by this license.
Other than the license granted in this Agreement, each party retains all right,
title, and interest to its respective rights and no right, title, or interest
is transferred to the other.

10. Disclaimer

NORILIGHTS.COM MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR
WARRANTIES REGARDING NORILIGHTS.COM SERVICE AND WEB SITE OR THE PRODUCTS OR
SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF NORILIGHTS.COM ABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED
AND EXCLUDED. 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.

11. Representations and Warranties

You represent and warrant that:

11.1. This Agreement has been duly and validly executed and
delivered by you and constitutes your legal, valid, and binding obligation,
enforceable against you in accordance with its terms;

11.2. You have the full right, power, and authority to enter
into and be bound by the terms and conditions of this Agreement and to perform
your obligations under this Agreement, without the approval or consent of any
other party;

11.3. You have sufficient right, title, and interest in and
to the rights granted to us in this Agreement.

12. Limitations of Liability

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT
MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY
OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,
SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR
GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL NORILIGHTS.COM'S
CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT,
WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR
EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS
AGREEMENT.

13. Indemnification

You hereby agree to indemnify and hold harmless NoriLights.com,
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 (i) 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, (ii) any misrepresentation of a representation or
warranty or breach of a covenant and agreement made by you herein, or (iii) any
claim related to your site, including, without limitation, content therein not
attributable to us.

14. Confidentiality

All confidential information, including, but not limited to,
any business, technical, financial, and customer information, disclosed by one
party to the other during negotiation or the effective term of this Agreement
which is marked "Confidential," will remain the sole property of the
disclosing party, and each party will keep in confidence and not use or
disclose such proprietary information of the other party without express
written permission of the disclosing party.

15. Miscellaneous

15.1. You agree that you are an independent contractor, and
nothing in this Agreement will create any partnership, joint venture, agency,
franchise, sales representative, or employment relationship between you and NoriLights.com.
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 any other
of Your Site or otherwise, that reasonably would contradict anything in this
Section.

15.2. Neither party may assign its rights or obligations
under this Agreement to any party, except to a party who obtains all or
substantially all of the business or assets of a third party.

15.3. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of California without regard to the
conflicts of laws and principles thereof.

15.4. You may not amend or waive any provision of this
Agreement unless in writing and signed by both parties.

15.5. This Agreement represents the entire agreement between
us and you, and shall supersede all prior agreements and communications of the
parties, oral or written.

15.6. The headings and titles contained in this Agreement are
included for convenience only, and shall not limit or otherwise affect the
terms of this Agreement.

15.7. If any provision of this Agreement is held to be
invalid or unenforceable, that provision shall be eliminated or limited to the
minimum extent necessary such that the intent of the parties is effectuated,
and the remainder of this agreement shall have full force and effect.