1) Enrollment in the program
You will submit a complete Affiliate Program application from our site by signing up. By completing the application, you authorize that you have read and accept this Affiliate Terms. After we carefully review your application, we will notify you of your acceptance or rejection to the program. We may reject your application (at our sole discretion) if we feel your site is unsuitable or inconsistent with the purpose of the MTL Studios Inc Affiliate Program. If your site is accepted, MTL Studios Inc may terminate this Agreement anytime thereafter if your site is determined (at our sole discretion) to be unsuitable for the program.

2) Promotion of the Affiliate Program
As an affiliate, we will make available to you a variety of graphic and textual links which, subject to the terms and conditions hereof, you may display on relevant areas of your site. These links are available in the Affiliate Members section on our website. The links will serve to identify your site as a member of our program and will establish a link from your site to our stores.

As an affiliate of the MTL Studios Inc Affiliate Program, you agree not to create web pages with affiliate links specifically designed to promote sales via search engines. Instead, your affiliate links should be part of the regular content of your website. This condition is not designed to prevent the creation of legitimate information or reviews about MTL Studios Inc. Instead, it is meant to help prevent search engine spam, especially the submission of low-quality, poor content "doorway pages." If you are concerned you might violate this condition, send us an email and ask.

3) Our Responsibilities
We will be responsible for providing all information necessary to allow you to make appropriate links from your site to our site, however, any changes you may make must be approved in writing by us. We will be solely responsible for processing orders placed on our site by a customer following a clickthrough from your site, tracking the volume and amount of sales generated by your site, and providing information to affiliate sites regarding sales statistics. We reserve the right to reject or cancel orders. We will be responsible for order entry, payment processing, shipping, cancellations, returns, and customer service related to our site.

4) Responsibilities of Affiliates
You are responsible for placing the MTL Studios Inc Affiliate links on your site. You have sole responsibility for the development, operation, and maintenance of your site and for all the materials that appear on your site.

You must ensure that all materials posted on your site are not illegal and do not infringe on the rights of any person or entity of any kind. We disclaim all liability for all materials on your site. You indemnify, defend, and hold us harmless from all claims, damages, and expenses relating to the development, operation, and contents of your site. As an Affiliate, you will make sure that your site does not copy or resemble the look and feel of MTL Studios Inc and any of its properties or create the impression that your site is our site or a part of our site.

Your affiliate tracking cookie may ONLY be set on a users computer when they click on a link from your website or your opt-in email newsletter that takes them directly to our website.

You will refrain from using "parasitic" tactics that overwrite other affiliate cookies via pop-up ads, redirects, toolbars, spyware or other downloadable applications. If you are discovered to be using any of these tactics you will forfeit any commissions due, and may be required to return any previously paid commissions.

5) Commissions Payout
Sales of MTL Studios Inc products will qualify for a commission when the following conditions are met: products are sold by us, products are purchased by users linking to our site from your site through a link or banner ad, products are shipped by us and MTL Studios Inc has received full payment. Commission rate will be a minimum of the displayed or advertised percentage of net sales for qualifying purchases.

The commissions paid under this Agreement are for use by you only and may not be transferred or in any manner passed on to any third party unless expressly authorized in writing by us. When the total commissions due to you exceed $20, we will send either commission check or payment through PayPal for the applicable amount. Commission payments will be sent shortly after the end of every month. If the balance of your account is less than $20, we will roll over the balance to the next month.

6) Policies and Pricing
Customers purchasing MTL Studios Inc products through the program will be deemed our customers. All rules, policies, terms, and conditions and operating procedures concerning customer orders, customer service, and MTL Studios Inc product sales will apply to those customers. We may change our policies and operating procedures, including pricing, at any time. We solely will determine the prices to be charged for the MTL Studios Inc products sold under the program in accordance with our own pricing policies. You may not include price information on your site unless pricing information is made available on links we provide. Prices and availability of MTL Studios Inct store products may vary from time to time. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

7) Publicity
You cannot create, publish, distribute, or permit any material that makes reference to us or uses our name or any of our trademarks without first submitting such material to us and receiving our written consent.

8) Limited License
We grant you a nonexclusive, nontransferable, revocable right to access our site through the links solely in accordance with the terms of this Agreement, for the sole purpose of linking your site to our site, solely for the purpose of identifying your site as a participant in the program and assisting in increasing membership in the MTL Studios Inc Affiliate Program. You may not alter, modify, or change the links in any way without written permission from us first. You are only entitled to use the links to the extent that you are a member in good standing of the MTL Studios Inc Affiliate Program. We may revoke your license anytime by giving you written notice.

9) Term of the Affiliate Operating Agreement
The terms of this Agreement will begin upon acceptance of your application. This Agreement shall commence on the date of approval of your Affiliate Program application and shall continue thereafter in full force and effect until terminated at any time by either party by giving the other party written notice of termination. Upon termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all MTL Studios Inc store 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.

10) Modification
We may modify any of the terms and conditions of this Agreement at any time. You will be notified by email, and a change notice will be posted on our site. If the modifications are unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in this Affiliate Program after a change notice has been posted will constitute binding acceptance of the change.

11) Relationship of Parties
You and MTL Studios Inc 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.

12) Disclaimers
We make no express or implied warranties or representations with respect to the MTL Studios Inc websites or the MTL Studios Inc Affiliate Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of course of performance, dealing, or trade usage). 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.

13) Representations and Warranties
You hereby represent and warrant to us as follows:

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. The development, operation, and contents of your site do not infringe upon the copyright, trademark, or any other right of any person or entity.

14) Confidentiality
Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our Affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates.

15) 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 AFFILIATE NETWORK, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER 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 websites that are similar to or compete with your website. You have independently evaluated the desirability of participating in the MTL Studios Inc Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.

17) Anti-Spam Policy
Spam is the sending of unsolicited e-mails or web forum postings. Affiliates will be removed from the MTL Studios Inc Affiliate Program and forfeit any pending commissions if they are caught spamming. Spamming is not allowed and will not be tolerated. You are required to adhere to the principles laid down in the CAN-SPAM act of the United States Communications Act. We further request that you maintain a rigid policy of opt-in email lists. In addition, you will be liable to MTL Studios Inc for any and all damages that MTL Studios Inc suffers as a result of such actions. You will also be responsible for returning to MTL Studios Inc all commissions received for such purchases.

18) Fraud
If you commit fraud or falsify information in connection with the purchase of products at MTL Studios Inc through the links on your site, this Agreement will be terminated immediately. In addition, you will be liable to MTL Studios Inc for any and all damages that MTL Studios Inc suffers as a result of such actions. You will also be responsible for returning to MTL Studios Inc all commissions received for such purchases.

19) Governing Law
This Agreement will be governed by the laws of the United States and the State of Minnesota, 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 St.Paul, Minnesota, and you irrevocably consent to the jurisdiction of such courts. 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 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 a provision or any other provision of this Agreement.