SlingEZee.com Affiliate Agreement

The following terms and conditions shall govern your participation in the SlingEZee.com Affiliate Program (“Affiliate Program”). This Agreement is entered into by and between you ("you"), the Affiliate, and Baby Holdings, Inc. ("we," "us" or "our"), which is a company that operates the retail commerce site on the Internet at www.slingezee.com ("SlingEZee.com"). By clicking on the "Join (I Agree to the Terms)" button, you agree to be bound by all of the terms and conditions contained in this SlingEZee.com Affiliate Program Agreement ("Agreement"). This Agreement supersedes any and all prior and contemporaneous agreements whether oral or written by and between you and us with respect to any and all SlingEZee.com Affiliate Program(s).

I. Enrollment in the Program

To begin the enrollment process, you will submit a complete Program application via the SlingEZee.com site. At this time we are only accepting affiliates that have a United States mailing address. 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 web or blog site is unsuitable for the Program. Please note that a web or blog site is not required for the program as embedding the affiliate links in email is also an acceptable method of using 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, or age

promote illegal activities

breach or otherwise violate intellectual property rights

include "SlingEZee," any variations or misspellings in their URL's to the left of the top-level domain name (e.g., ".com", ".net", ".uk", etc.) -- for example, a URL such as "slingezee.yourdomain.com", "slingeasy.com" or "slingezeeauctions.net" would be unsuitable.

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 Affiliate Program is limited to parties that lawfully can enter into and form contracts under applicable law. For example, minors (under 18) are not allowed to participate in the Program.

II. Linking Your Site with SlingEZee.com

We will provide you with an Affiliate Program ID number, graphics, examples and instructions on how to link your site to SlingEZee.com, utilizing your merchant ID number (the "Link(s)").

Using your account on SlingEZee.com's Affiliate Central web page you will copy and paste SlingEZee.com Banner ads, Product ads, and/or Text Links (collectively referred to as “Links”) on your web site. You will be able to offer products available from SlingEZee.com to the visitors of your web site. You may use as many or as few links as you desire. We encourage (but do not require) you to include a link to the SlingEZee.com home page. You will be solely responsible for the placement of the Links and the appearance of your web site. You will be solely responsible for the ongoing maintenance of the graphics and Links. All links that you, the affiliate, wish to receive credit for must first be copied exactly as they appear in the Affiliate Central web pages hosted on our site. Please copy and paste the html, exactly as it has been generated, and do not attempt to modify it in anyway. If they are modified in any way SlingEZee.com may not be able to track your order(s) and we will not be responsible for any sales that may be lost.

III. Use of SlingEZee™

It is not permitted to use pay-per-click advertising using the trademark "SlingEZee" or any misspelling or variation thereof. Doing this will be cause for termination of this agreement. It is recognized that SlingEZee is a registered trademark of Baby Holdings, Inc. and will be treated in accordance with US law.

IV. Order Processing

We possess the sole right and responsibility to process product orders placed by customers (the "Customers") who access SlingEZee.com via the Links(s) in the session(s) commenced with their arrival at SlingEZee.com (the "Orders"), including, but not limited to, handling customer payments, packing orders, shipping customer orders, and customer service. Orders will be governed by our then-applicable terms and conditions of sale, and all agreements relating to such terms and conditions will be by and between the Customer and us. Those terms and conditions may be changed at any time for any reason, without notice to you. Selling prices for the products will be set by us at our sole discretion, and may be changed at any time. We recommend that you do not quote prices that are not dynamically generated from SlingEZee.com. Even with dynamic pricing we can only guarantee the price as it appears on our site with any conditions or limitations that may apply. We may refuse an order for any reason or for no reason at all.

V. Referral Fees

As payment for our advertisement on your web site, you will receive a percentage fee of 10%. The referral fee is based on the Net Selling Price of the item(s) shipped on an Order received from your URL and shipped by us ("Referral Fee"). The Net Selling Price is the unit price paid for the Order(s) by the Customer not including and less any charges or costs for shipping, handling, returns, gift-wrapping, taxes, service charges, or other charges incurred by the Customer. Gift certificates are also excluded from the "net selling price". If the customer returns an item for which you were paid a Commission, your Commissions due will be reduced by the same amount for the returned item(s). For a product sale to be eligible for a Referral Fee a customer must follow a Link (copied exactly from your Affiliate account) from your site to our site and place their order within 5 days. The customer must be willing to accept session and persistent cookies. We do not use 3rd party cookies.

The Referral Fee will be credited to your Account, within 24 hours after the Order is shipped. The information is viewable on our web site in the Affiliate Central area of our site. Log in by clicking on the “Affiliate Login” link.

Payments will be made monthly for all Fees in excess of $30.00. Specifically payments will be made within 45 days of the last day of the quarter for which the Fees have accrued. (For example, Referral Fees due for the month ending March 31 , will be paid by May 15.) This delay allows for any returns to be processed and closed before payments are issued. In the event Referral Fees are less than $30.00, your payment will be carried forward to the next pay period until such time as the payments are in excess of $30.00. In order to comply with certain IRS regulations, you will be asked to provide us with your social security number or taxpayer identification number and address if your total affiliate commissions within any federal tax year meet or exceed $600.00. This threshold is subject to change per any changes in federal tax law.

VI. Copyrighted Materials and Limited License

All materials, including but not limited to, reviews, articles, ad banners, photographs, images, illustrations, music, sounds, images, databases and software, appearing on SlingEZee.com (the "Content") are protected by patent, copyright, trade dress, trademark and unfair competition law pursuant to U.S. (federal and state) and/or foreign patent, copyright, trademark and unfair competition laws and/or international treaties or conventions. Except as set forth in this Section V., you may not use, transmit, distribute, sell, reproduce or otherwise copy any of the Content without express written authorization from the copyright and/or trademark owner of such materials. By this Agreement we grant you a non-exclusive, revocable right to use the graphics displayed on SlingEZee.com, solely for use as icons providing Links. You may not distribute, modify or create derivative works from those graphics in any way and you may not sublicense, assign or transfer your license, and any attempt at such sublicense, assignment or transfer is void and considered a breach of this Agreement.

We reserve all right, title and interest in our web site(s) and all content therein, including without limitation, all intellectual property rights. Except as expressly set forth in this Section V., we do not grant you, your employees, agents or assigns, any right or license in or to our web site(s), Content or trademarks or service marks.

VII. Responsibility for Your Web Site

You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. We expressly disclaim any and all liability for these matters. Furthermore, you hereby agree to indemnify and hold us harmless from all claims, damages and expenses (including without limitation, attorneys' fees) relating to the development, operation, maintenance and content of your site.

VIII. Our Use of SlingEZee.com Affiliate Program Data

We reserve the right to disclose information about sales and usage generated by the SlingEZee Affiliate Program in forms that do not reveal your personal identity.

IX. Representations and Warranties; Indemnification

You represent and warrant that any material which is provided by you and displayed on your web site will not: (i) infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) be defamatory or libelous; (iv) be obscene; (v) violate any laws regarding unfair competition, anti-discrimination or false advertising; (vi) promote violence or contain hate speech; or (vii) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. You also represent and warrant that you have used your true legal name in registering for the SlingEZee.com Affiliate Program; that you have the power and authority to enter into this Agreement and perform the obligations set forth herein and that, if you are a natural person, you are an adult of at least eighteen (18) years of age. You shall indemnify and hold harmless SlingEZee.com and its parent companies, subsidiaries and Affiliates, and its respective officers, employees, agents, shareholders and partners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs and expenses (including, without limitation, reasonable attorneys' fees) arising out of or related to any obligation undertaken or representation or warranty made by you, your employees, agents or assigns; or any breach by you, your employees, agents or assigns of any covenant or agreement made herein; or any content, trademark, copyright or intellectual property used, created or distributed by you, your employees, agents or assigns.

X. Disclaimer of Warranty

THE SLINGEZEE.COM AFFILIATE PROGRAM AND SLINGEZEE.COM ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF THE SLINGEZEE.COM AFFILIATE PROGRAM OR SLINGEZEE.COM WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. By executing this Agreement you acknowledge and expressly agree to and accept this Disclaimer of Warranty.

XI. Limitation of Liability

EXCEPT FOR COMMISSIONS DUE AND OWING TO YOU, IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACT OR INDEMNITY, ARISING OUT OF THE USE OF OR INABILITY TO USE OR LINK SLINGEZEE.COM, LOSS OF PROFITS, REVENUE OR DATA, EVEN IF WE ARE INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT ANY PART OF THIS SECTION X. SHALL BE HELD UNENFORCEABLE OR INVALID UNDER THE LAWS OF AN APPLICABLE JURISDICTION, THE REMAINING PARTS HEREOF SHALL NEVERTHELESS CONTINUE TO BE VALID AND ENFORCEABLE AS THOUGH THE OFFENDING PORTIONS HAD NOT BEEN A PART HEREOF. IN ADDITION, IF THE LIMITATIONS ON WARRANTY OR LIABILITY THEREUNDER ARE HELD TO BE UNENFORCEABLE UNDER THE LAWS OF AN APPLICABLE JURISDICTION, SUCH LIMITATION SHALL, FOR PURPOSES OF THIS SECTION X., BE REDUCED SUCH THAT OUR LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY THE CLAIMANT TO US WITHIN SIX (6) MONTHS PRECEDING THE DATE ON WHICH ANY CLAIM IS ORIGINALLY MADE, OR SHALL BE REDUCED TO THE EXTENT NECESSARY TO RENDER THEM ENFORCEABLE.

XII. Termination

You may terminate this Agreement at any time by sending notice to us via e-mail to affiliates@SlingEZee.com. You will be credited with all Commissions earned through the date of termination provided it is above the payout thresholds specified in section V (Referral Fees). Any Commissions earned that don't exceed the payment threshold will be forfeited. We may, in our sole discretion, terminate this Agreement at any time for any reason(s), whatsoever, or for no reason at all, including, without limitation, your breach of this Agreement.

XIII. Relationship of Parties

Nothing contained in this Agreement shall be deemed or construed as creating a joint venture or partnership between you and us. Neither party, by virtue of this Agreement, is authorized as, or shall be deemed, an agent, employee or representative of the other. Neither party shall have the power to control the activities and operations of the other nor shall either party act on behalf of the other party. Neither party shall represent to any others that it is an agent or representative of the other party. You will not make any statement, whether on your web site or otherwise, that would contradict anything in this Section XII.

XIV. Modification

We may modify this Agreement, at any time and at our sole discretion, by posting a change notice or new agreement on SlingEZee.com (or any successor web site). Modifications may include, but are not limited to, changes in the scope of available services, commissions, commission schedules, payment procedures and methods of linking to SlingEZee.com. 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 SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

XV. Changes to SlingEZee.com

We reserve the right, in our sole discretion, to discontinue operation of SlingEZee.com at any time without notice to you and to redesign or modify the organization, structure, "look and feel," navigation, content and any other elements of SlingEZee.com.

XVI. Severability

In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

XVII. Notices

All notices to you will be sent to the e-mail address provided by you when you register for SlingEZee.com Affiliate Program. All notices to us will be sent to affiliates@SlingEZee.com .

XVIII. Governing Law

This Agreement will be governed and construed pursuant to the laws of the State of Texas applicable to contracts entered into and performed entirely within the State of Texas, without regard to its conflict of law provisions. In the event of any dispute regarding the SlingEZee.com Affiliate Program or any matter related to this Agreement, you agree that litigation shall be in the state or federal courts of Austin, Texas . Any process, in any action or proceeding arising under or relating to this Agreement, may, among other applicable methods, be served by delivering or mailing the same by registered or certified mail return receipt requested, directed to us at:

SlingEZee / Baby Holdings, Inc
Attn: Affiliate Manager
PO Box 1336
Cypress, TX 77410

XIX. Entire Agreement

SlingEZee is a registered trademark of Baby Holdings, Inc. 832-239-5110