Safety Technology Affiliate Program Below is a description of the Affiliate Program (the "Program") of Safety Technology Products, Inc. ("Safety Technology"), application information and the specific terms and conditions of the Program ("Terms and Conditions"). The terms "you" or "your" mean or refer to you, as the applicant to the Program, and "we," "us" or "our" means Safety Technology. Other capitalized terms are defined below. Summary The Program includes, among other things, the establishment of links from your Web site to the Safety Technology affiliate Web site (www.varietyproducts.com) and the payment of commissions to a Program Affiliate ("Affiliate") for qualifying revenues derived from purchases of Safety Technology products. If you become an Affiliate, you may earn the following commissions: Types of Commissions Commission Rates First Tier Commission 25% Second Tier Commission 10% Eligibility and Qualifications for the Program To be eligible for consideration to become an Affiliate, you must meet all of the following requirements: 1. You must be at least 18 years of age. 2. You must reside and have a mailing address (other than a P.O. Box) in the U.S.A. or its territories. 3. You must have your own Web site. 4. Your Web site must be suitable for the Program. An unsuitable Web site, might include, but not be limited to, those that we find include content that is unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable to us. 5. You must be prepared to promote the Program in an ethical way and agree to do so in accordance with the Terms and Conditions. Application for the Program To apply for the Program, you must submit a completed application via our Web site (www.safetytechnology.com), which includes the requirement that you read and acknowledge your consent and agreement to be bound by the Terms and Conditions. As a matter of course, we print for our file every application submitted, which includes the Terms and Conditions as of the date of your submission of the application. We will review your application and may accept or reject your application in our sole and absolute discretion. We will notify you of acceptance or rejection. If we accept your application, you will be admitted into the Program as an Affiliate upon your posting the Links (as defined below) on your Web Site in accordance with the Terms and Conditions. If we reject your application and state the reason(s) why, you may reapply to the Program if you believe that you have corrected the issues that were the cause of your rejection. Privacy Policy We will post a privacy policy on our Web site concerning the privacy of information of our visitors, subscribers, customers and Affiliates. We will not give your personal information that we obtain from your application or participation in the Program to anyone outside of Safety Technology unless required to do so by law. Terms and Conditions As part of the application, you must agree to be bound by these Terms and Conditions. If we accept your application, these Terms and Conditions shall serve as a legally binding agreement between you and us that shall become effective upon your posting the Links on your Web Site. These Terms and Conditions are sometimes referred to below as "this Agreement." Links. If we accept your application and admit you to the Program, we shall provide you with HTML-coded links and graphics (the "Link" or "Links") for your use in linking our Web site to your Web site. The Links contain graphic images and text of our names, titles and logos. To permit accurate tracking, reporting and commission accrual, the Links will be in a "tagged" link format. You may earn commissions only with respect to activity on our Web Site occurring directly through the Links. We will not be responsible to you with respect to any failure by you to use the Links, including to the extent that such failure may result in a reduction in amounts that would otherwise be paid to you under this Agreement. Types of Commissions. There are two types of commissions under the Program: First Tier Commission and Second Tier Commission. Both commissions are paid based on Qualifying Revenues. "Qualifying Revenues" means revenue derived by us from our sales of our products (excluding costs for shipping, handling, taxes, service charges, credit card processing fees and/or bad debt) after the customer has made payment in full to us, where: (1) the customer that made the purchase has been tracked by our system; (2) the purchase was initiated and completed while you were an Affiliate; (3) in the case of a First Tier Commission, the customer executed the purchase on our Web site directly via the Link on your Web site; and (4) in the case of a Second Tier Commission, the customer executed the purchase on our Web site directly via the Link on the Web site of a third party that previously visited our Web site via the Link on your Web site and became an Affiliate ("Referred Affiliate"). Some orders or potential orders may be refused, in order for us to comply with applicable law. Any monies received for such refused orders or potential orders will not be Qualifying Revenue. For example, stun guns are not allowed to be shipped to New York, so any attempted order with a New York shipping address shall be refused and no commissions shall be paid on such attempted orders. Customer Tracking. We track customers four ways, via: (a) first and last name, (b) the last five numbers of their credit card, (c) cookies and (d) IP address. Any customer you send to us via the Links shall be tracked for three years or until the termination of this Agreement, whichever occurs first. We shall use our best efforts, but do not guarantee, to track every visitor you send to our Web site. Program Password. If we accept you into the Program, you shall be given a password to access your statistics and change your Affiliate account contact information. It is your responsibility to maintain the secrecy and control of this password so that others cannot gain access to, or change, your Affiliate account contact information. You must provide us with at least fifteen days' prior notice of any change to your Affiliate account contact information. Commission Payments. We shall pay you commissions on a monthly basis. Approximately twenty-five days following the end of each calendar month, we will send you a check for any First or Second Tier Commissions earned on Qualifying Revenues from our products that were shipped during the preceding month. However, if the First or Second Tier Commissions payable to you for any calendar month are less than $25.00, we will hold payment until the total amount due is at least $25.00 or (if earlier) until this Agreement is terminated. In calculating the First and Second Tier Commissions, we will deduct the corresponding First and Second Tier Commissions from your next monthly payment if our product that generated the First or Second Tier Commissions is returned by the customer. If there is no subsequent payment by the customer, we will send you a bill for the First and Second Tier Commission. Payment shall be mailed to you at the then current name and address of record under your Affiliate account contact information. Limited License. We hereby grant you a non-exclusive, non-transferable (by sublicense or otherwise), limited license to use the Links during the term of this Agreement in your effort to promote us in accordance with this Agreement. You shall not alter, change, or modify the Links in any way. You agree not to use the Links in any manner that is disparaging or that otherwise portrays us in a negative light. We reserve all of our rights in the graphic images and text of the Links, any other images, our trade names and trademarks, and all other intellectual property rights. You agree not to challenge the validity of our ownership of the Links. As an Affiliate, you shall become a reference so that we may communicate your experiences as an Affiliate. You agree that during the term of this Agreement we may use your name, title, and logos to advertise, market, promote, and publicize in any manner the Affiliate relationship. The licenses granted under this "Limited License" section shall terminate simultaneously with the termination of this Agreement. Relationship of Parties. You are an independent contractor, and nothing under these Terms and Conditions shall create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You shall have no authority to make or accept any offers or representations on our behalf and you shall not make any statement, whether on your Web site or otherwise, to the contrary. Our Responsibilities. We covenant, represent and warrant to you that: 1. Except as otherwise provided in these Terms and Conditions, we shall handle all matters relating to our sale of our products and our service to our customers, including, but not limited to, setting prices, handling shipping and accepting payments for all orders of our products and services. 2. We shall use our best efforts to track and report (a) all Qualifying Revenues applicable to you and (b) all First and Second Tier Commissions for which you are eligible and have been paid. Such information shall be available to you via a password-protected Web page on our Web site. 3. We shall make First and Second Tier Commission payments to you in accordance with this Agreement. 4. We shall operate our Web site and perform this Agreement in accordance with the laws of any applicable jurisdiction. Your Responsibilities. You covenant, represent and warrant to us that: 1. You are solely responsible for the development, operation and maintenance of your Web site and for all content that appears on your Web site, including maintenance of any and all links to our Web site. 2. You shall not modify the Links in any way. 3. You are solely responsible for ensuring that your Web site complies with all applicable laws, including, but not limited to, trademark and copyright laws. 4. You shall strictly comply with these Terms and Conditions, including, but not limited to, our strict prohibition against the use of SPAM (as defined below). 5. You are solely responsible for any taxes due as a result of any commissions earned by and paid to you by us under the Program, including, but not limited to, federal, state and local income taxes, self-employment taxes, unemployment insurance, state disability, social security, or any other payments owed to government entities. SPAM Policy. Under these Terms and Conditions, "SPAM" means unsolicited commercial email, including, but not limited to, bulk email, sent to third parties for the purpose of promoting or generating business or traffic. We have a policy of zero tolerance for SPAM. Affiliates shall not create or use SPAM (if you are not sure if something constitutes SPAM, do not do it). We shall not create or use SPAM in the promotion of our business. Indemnification; Set-off. You hereby agree to indemnify and hold harmless Safety Technology and its directors, officers, employees, agents and shareholders, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or based upon: (a) any breach of any covenant, representation or warranty made by you under this Agreement, (b) the existence, development, operation, maintenance, and content of your Web site (exclusive of the Links, if used in accordance with this Agreement); (c) your failure to maintain the secrecy and control of your password and Affiliate account contact information; and (d) your failure to provide us adequate notice of a change in your Affiliate account contact information. You agree that we shall have the right to set-off any amounts we owe you under this Agreement against (x) any amount you owe us under this Agreement, including, but not limited to, this "Indemnification; Set-off" section. The rights and obligations under this "Indemnification; Set-off" section shall survive termination of this Agreement. Modification; Updates. We shall not make any modification to this Agreement unless it is made in good faith and not without first giving you at least thirty days written notice to your email address of record in your Affiliate account contact information. We shall also post notices of changes on our Web site. SHOULD YOU NOT AGREE WITH ANY SUCH MODIFICATION, YOUR SOLE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT AS PROVIDED BELOW. YOUR CONTINUED PARTICIPATION IN THE PROGRAM SHALL CONSTITUTE YOUR BINDING ACCEPTANCE OF ANY MODIFICATION(S). By agreeing to these Terms and Condition, you hereby grant us the right to send you emails for the purpose of informing you of modifications to the Program, special offers to Affiliates, contests or bonuses for Affiliates or other legitimate Program-oriented reasons. To opt-out of such emails, you must notify us at affiliate@safetytechnology.com. However, you understand and agree that should you opt-out of such emails you shall be obligated to inspect our Web site for modifications to the Program. Term. The term of this Agreement shall begin upon your posting of the Links on your web Site after we have accepted your application and admitted you into the Program and shall continue thereafter until terminated by either party. Termination. Either party may terminate this Agreement immediately at any time, with or without cause, by giving the other party written notice of termination. If you are terminated for cause, you shall forfeit and no longer be entitled to any due but unpaid commissions, First or Second Tier Commissions or otherwise. For purposes of this Agreement, termination for "cause" shall mean violation of our SPAM policy or modification of the Links. If you are terminated without cause, you shall be eligible to earn First and Second Tier Commissions only on our sales of our products that occur during the term of this Agreement, and First and Second Tier Commissions 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. If the First or Second Tier Commissions owed to you by us are less than $25.00, an accounting/administrative fee of $5 shall be deducted from such amount due and owing. Upon the termination of this Agreement for any reason (with or without cause), you will immediately cease use of, and remove from your Web site, all links to our Web site, and all Safety Technology 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. Other Affiliations and Web Sites. You understand that we may at any time, directly or indirectly, engage in similar arrangements with other persons or Web sites that are on terms that may differ from those contained in these Terms and Conditions, and/or we may operate Web sites that are similar to or compete with your Web site. Limited Warranty. We shall use commercially reasonable efforts to make our Web site available for permitted uses on a 24 x 7 basis. However, we reserve the right to make our Web site unavailable from time to time for any reason. WE DO NOT WARRANT THAT OUR WEB SITE SHALL BE UNINTERRUPTED OR ERROR FREE OR THAT AFFILIATE ACCOUNT CONTACT INFORMATION OR OTHER DATA WILL NOT BE LOST. WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO OUR PRODUCTS OR SERVICES OR OUR WEB SITE, OR THE PROGRAM (INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND THOSE ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE). Limitation of Liability. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM INTERRRUPTION OF USE, LOSS OR CORRUPTION OF DATA OR LOST PROFITS, ARISING IN CONNECTION WITH THE EXECUTION, OPERATION OR PERFORMANCE OF THIS AGREEMENT OR THE OPERATION OF OUR WEB SITE, REGARDLESS OF WHETHER WE WERE INFORMED OR HAD DIRECT OR IMPUTED KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS IN ADVANCE. OUR TOTAL LIABILITY FOR ANY AND ALL CLAIMS HEREUNDER SHALL NOT EXCEED THE AMOUNT OF COMMISSIONS PAID TO YOU UNDER THIS AGREEMENT IN THE YEAR PRECEDING ANY CLAIM. THE EXISTENCE OF ONE OR MORE CLAIMS SHALL NOT INCREASE OUR LIABILITY. Dispute Resolution. If you have any complaint, grievance or appeal concerning the handling of any complaint or grievance under this Agreement, you may submit such complaint, grievance or appeal in writing to Safety Technology Products, Inc., Attention: President: if by mail, to 1867 Caravan Trail #105, Jacksonville, FL 32216; if by fax, to (904) 720-0651, or if by email, to info@safetytechnology.com. If you would also like to speak with someone in person, you may call by telephone to (800) 477-1739 or (904) 720-2188. Notices. Any and all notices or any other communication provided for herein shall be given in writing and shall be deemed to be delivered when sent via email or deposited in the United states mail, postage prepaid, registered or certified mail, return receipt requested, addressed, in the case of you, to you at the address set forth in your Affiliate account contact information or, in the case of Safety Technology, to Safety Technology as set forth in the "Dispute Resolution" section of this Agreement or as otherwise specified by notice. Applicable Law; Jurisdiction and Venue. This Agreement shall be interpreted and enforced pursuant to the laws of the State of Florida, without application of principles of conflicts of laws. Each of the parties hereby agrees to submit to personal jurisdiction in Florida for the enforcement of this Agreement and further agrees that proper venue shall lie in Duval County, Florida. Waiver of Jury Trial. THE PARTIES HERETO WAIVE A TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR THE TRANSACTIONS CONsafetytech6D HEREBY. Miscellaneous. This Agreement: (i) shall constitute the entire agreement of the parties with respect to the subject matter hereof, superseding all prior oral and written communications, proposals, negotiations, representations, understandings, courses of dealing, agreements, contracts, and the like between the parties in such respect; (ii) except as otherwise specifically provided herein under the "Modification; Updates" section, may be amended, modified, or terminated, and any right under this Agreement may be waived in whole or in part, only by a writing signed by both parties; (iii) contains headings only for convenience, which headings do not form part, and shall not be used in construction, of this Agreement; and (iv) shall bind and inure to the benefit of the parties and their respective legal representatives, successors and assigns, except that no party may delegate any of its or his obligations under this Agreement, or assign this Agreement, without the prior written consent of the other party, except the Safety Technology may assign this Agreement in connection with the merger, consolidation, or sale of all or substantially all assets of Safety Technology. Independent Investigation. You have independently evaluated the desirability of participating in our Program and are not relying on any representation, statement or promise other than as set forth in this Agreement.