THIS AGREEMENT and the referred materials contain the complete terms and conditions that apply to an individual or entity's participation in Disney's Blast Affiliate Program (the "Program"). This Agreement is made and entered into between Buena Vista Internet Group, a California corporation, and you. As used in this Agreement, "we/us/our" means Buena Vista Internet Group and "you" means the applicant. "Site" means a World Wide Web site. .

1.ENROLLMENT IN THE PROGRAMS

To begin the enrollment process, you need to submit a complete Program application ("Application"). We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application for any reason whatsoever, including, but not limited to our determination (in our sole discretion) that your Site is unsuitable for the Program. Unsuitable Sites include, but are not limited to, those that: (a) contain or link to nudity or pornography or promote sexually explicit materials; (b) promote violence; (c) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (d) promote illegal activities; (e) infringe intellectual property rights of ours, or any third party or otherwise violate the rights of any third party: (f) contain in our sole judgement material that is defamatory, fraudulent, or harassing to us or any third party; or (g) promote the use of any pyramid or similar schemes.

Once we accept your application, we will provide you with access to our affiliate Site ("Affiliate Gateway"). If we reject your application, you are welcome to reapply to the Program at any time.

2. LINKS ON YOUR SITE

PRODUCT ICONS AND HOME PAGE LINKS. You may select any one or more graphics offered on the Affiliate Gateway ("Icons") to feature on your site. You may change the selection of your featured Icons at any time, without our approval. You can display on your site a word or words, graphic image(s), or combination of words and images. The content, style and placement of these words and images will be your sole responsibility and within your sole discretion provided that you comply with the terms of this Agreement. You must ONLY place word(s) or graphic image(s) links on your site utilizing the code provided. You may NOT "hard" code image(s) on your site. You may not modify any of our icons, content, tools, text, trademarks, logos or any of our images (collectively "Images") in any way.

For each selected Icon, we will provide an electronic link to our site using an Affiliate URL provided by us (a "Link"). It is your sole responsibility to set up and maintain the electronic Link connecting your Site to the appropriate page on our Site designated for that particular Icon, and ensure that the electronic Link is in good and working order.

You may only display discount(s) and other Disney's Blast coupons on your site that are (1.) sent directly to you by us, or (2.) are made available to you on disney.go.com/disneyaffiliates ONLY. You may NOT display a Disney's Blast discount or other coupons on your site that you receive from any other source, to do so will be reason for termination.

You acknowledge and agree that (i) the Links, Icons, Images, Search Boxes or any other material provided to you by us  for inclusion on your Site may include Disney’s Blast trade name, trademark, service mark and/or logo (the "Disney’s Blast Brand Features"), (ii) you have no right to alter or modify such Disney’s Blast Brand Features (iii) you will not use or display Disney’s Blast Brand Features or any of the other Images in any manner that is defamatory, misleading, libelous, obscene or otherwise potentially damaging to the reputation of Disney’s Blast or the goodwill associated with Disney’s Blast Brand Features.

3.ORDER PROCESSING

We will process product orders placed by customers who follow any Links from your Site to Disney's Blast 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 using Links from your site to our Site and will provide you with access to reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time at our discretion but will generally be available on a continuous basis. You hereby agree not to disclose the information contained in these reports to any third party without prior written or electronic consent. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Links between your and our Site are properly formatted. All HTML tags are to be generated using the special HTML tags provided by us and are not to be altered in any manner. We will not be responsible for tracking and reporting sales that were not made through a Link formatted to our specifications.

4. REFERRAL FEES

We will pay you fees for completed forms, to certain customers as defined below. For a product sale to generate a Referral Fee, a customer must follow a Link (in the format specified by us) from your Site to the Disney's Blast Site and complete a registration form, and where applicable remit full credit card approved payment to Disney's Blast. We will not, however, pay Referral or other fees on any products that are subsequently purchased after the customer has reentered Disney's Blast (other than through a Link from your Site), even if the customer previously followed a Link from your Site to the Disney's Blast Site. Products that are entitled to earn Referral Fees under the rules set forth above are hereinafter referred to as "Eligible Products."

You will earn Referral Fees based on the Sale Price of Eligible Products (as defined above) or complete forms according to fee schedules to be established by us (and which we retain the absolute right to modify at any time) "Sale Price" means the sale price listed in our catalog for each product that we sell or the subscription price of a Disney's Blast membership. The Sales Price shall not include costs for shipping, handling, gift-wrapping (where and when applicable), and/or taxes.

5. FEE AMOUNT

Referral fees for completed registration forms from the Disney's Blast site earned pursuant to Section 4 shall equal $5.00 per completed form. At our sole discretion, we may establish other special referral fees or commission rates with respect to certain promotions.

6. FEE SCHEDULE

We will pay you Referral Fees on a calendar monthly basis. Within sixty (60) days following the end of each calendar month, we will send you a check (or at our discretion, by electronic transfer to your bank account) for the Referral Fees earned on Eligible Products that were shipped during that month, less any taxes that we are required by law to withhold. However, if the fees payable to you for any calendar month are less than twenty-five dollars ($25.00), we may withhold those fees until the total amount due is at least twenty-five dollars ($25.00) or (if earlier) until this Agreement is terminated. If an Eligible Product that generated a Referral Fee is returned or canceled, we will deduct the corresponding fee from your next quarterly payment. If there is no subsequent payment, we will send you an invoice due in ten (10) days for the canceled Referral Fee.

7. POLICIES AND PRICING

Third parties who buy products through this Program will be deemed to be customers of Disney’s Blast ("Customers"). Accordingly all Disney’s Blast 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 and for any reason. 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 or otherwise on your Site. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

8. IDENTIFYING YOURSELF AS DISNEY'S BLAST AFFILIATE NETWORK MEMBER

We will make available to you a small graphic image that identifies your Site as a Program participant. You will display this logo or the phrase "In association with Disney" somewhere on the "home page" of your Site. The logo or phrase may be linked to the following message, at your option:

"Disney's Blast is pleased to have [sponsoring Web Site name] as a member of our Disney's Blast Affiliate Network."

We may modify the text or graphic image of this notice from time to time.

9. LIMITED LICENSE

Disney grants you a limited, nonexclusive, non-transferable, worldwide revocable right to use the Icon and message described in Section 8 and such other Icons and Images for which Disney grants express written permission, solely for the purpose of identifying your Site as a Program participant and to assist in generating product sales. You may not modify any icon, content, tool, text, trademark, or any of our images in any way. Disney reserves all rights in the icons, the messages, any other images, trade names and trademarks, and all other intellectual property rights. Disney may immediately revoke your license at any time and for any reason upon giving you oral, written or electronic notice.

You hereby acknowledge and agree that Disney will own all right title and interest in and to all information that is created or collected in connection with this Agreement, including, without limitation, (i) any contact information collected from any Disney Customer who enters Disney’s Blast Site from a link from your ("Affiliate Customers") and (ii) any information regarding click-through rates or product purchase by Affiliate Customers ("Sales Information"). Subject to the terms and conditions of this Agreement, Disney grants you a limited worldwide, non-exclusive royalty-free license to use the Sales Information to the extent necessary to fulfill your obligations under this Agreement or for your internal research purposes. You agree not to disclose any Sales Information or Affiliate Customer contact information to any third party without Disney's prior written approval.

10. 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, including, but not limited to, the technical operation of your Site and all related equipment; posting Icons on your Site and linking those Icons to our Site; the accuracy and appropriateness of materials posted on your Site (including but not limited to all product-related materials); ensuring that materials posted on your Site do not violate or infringe upon the rights of any third party (including, but not limited to, copyrights, trademarks, privacy, or other personal or proprietary rights) ensuring that materials posted on your Site are not libelous, in violation of any provision of this Agreement or otherwise illegal or unlawful

THE ACCURACY AND LEGALITY OF ALL PRODUCT EFFICACY CLAIMS: YOU MAY NOT MAKE SPECIFIC CLAIMS REGARDING THE EFFICACY OF ANY PRODUCT. IF YOU MAKE UNSUBSTANTIATED PRODUCT CLAIMS WITH RESPECT TO PRODUCTS WE SELL, YOUR MEMBERSHIP IN THE PROGRAM MAY BE TERMINATED IMMEDIATELY UPON NOTICE.

We  disclaim all liability for the matters stated in this Section 10. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys fees) relating to the content development, operation, maintenance, and contents of your Site or any breach of your obligations under this Agreement.

11.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. Disney or you may terminate this Agreement at any time and for any reason, with or without cause, by giving the other party written or electronic notice of termination. You are only eligible to earn Referral Fees on sales occurring during the term of this Agreement, and 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. Upon termination of this Agreement, (i) all licenses hereunder shall terminate, (ii) you shall immediately remove any links, icons, search boxes, or any other Disney intellectual property or Disney brand features from your Site and (iii) section 14, 15, and 20 and this section will survive such termination.

12.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 our Affiliate Gateway Site. Modifications may include, but are not limited to, changes in Referral Fees, 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 AFFILIATE GATEWAY SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

13.RELATIONSHIP OF PARTIES

You and Disney 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.

14.LIMITATION OF LIABILITY

 Disney will not be liable to you or any other person or entity for any special, indirect, consequential or exemplary damages (including, without limitation any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we or any of our representatives 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. All claims made hereunder by you against us shall be made within ninety (90) days of the act or omission, which forms the basis of such claims.

15.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, non-infringement, 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 Affiliate Gateway Site, Disney’s Blast Site or any other Site sponsored by us in connection with this Agreement will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors or termination of any services, products or this Agreement.

16.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 EXPLICITLY SET FORTH IN THIS AGREEMENT.

17. IDENTIFICATION OF AFFILIATES

We may identify you or your Site as a participant in the Program without providing you prior notice or obtaining your specific written consent. Such identification may be oral, written, or electronic, and may include, but is not limited to, public announcements, promotional materials, internal and external reports, and public filings.

18.NON-ASSIGNMENT AND SUCCESSORS

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.

19.SCOPE OF AGREEMENT.

This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior or contemporaneous written or oral agreements or representations between the parties.

20.MISCELLANEOUS

This Agreement will be governed by the laws of the United States and the state of California without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Los Angeles County, California, and you irrevocably consent to the jurisdiction of such courts. 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.

As used herein, certain capitalized words (or any variation thereof) shall have the meaning as herein provided. Any conflict between said capitalized words and any other meaning shall be resolved as herein provided. Unless otherwise stated above, all notices and other communications required or permitted hereunder shall be in writing and shall be delivered personally or transmitted by email to Disney's Blast at bvig.marketing@dig.com  or by Facsimile to (818-623-3569 or by United States mail to Disney's Blast Affiliate Program,   5161 Lankershim Blvd.  North Hollywood, CA 91601 or if to you at the email address designated on your Application.

If the person entering into this Agreement is acting on behalf of his or her company or organization, such person hereby represents to Disney that he or she has all requisite power and authority to enter into this Agreement on behalf of such company or organization, that this Agreement has been duly authorized by such company or organization and that this Agreement will constitute a legal, valid, an binding obligation of such company or organization. Such person hereby agrees to indemnify and hold harmless Disney from any and all claims, damages and expense (including without limitation attorney’s fees) arising from any breach of this section.