This Agreement contains the complete terms and conditions that apply to your participation in the Nexus Imports, LLC Affiliate Program (the "Program"). As used in this Agreement, "we," "our," "us," and "Nexus" refer to Nexus Imports, LLC and its related web sites including NexusImports.com, AuthenticNautical.com, WoodenModelShips.com, and ApexGarage.com, and "you" and "your" refer to the applicant. "Site" means a World Wide Web site and "Links" refers to our E-Commerce icons, code, and text that are to be displayed on your site in accordance with this Agreement in order to afford visitors to your site the opportunity to purchase products offered by us as described below.

1. Enrollment in the Program

To begin the enrollment process, you will submit a complete Program application via our site. We will review 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 site is unsuitable for the Program for any reason.

Unsuitable sites include, but are not limited to, those that contain content that is unlawful, threatening, defamatory, obscene or otherwise objectionable; Promote sexually explicit materials; Promote violence; Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; Promote illegal activities; Violate or infringe upon intellectual property rights. If we reject your application, you are welcome to reapply to the Program at any time. If we accept your application, we reserve the right to terminate this Agreement if we ever determine, in our sole discretion, that your site is unsuitable for the Program for any reason.

2. Nexus Imports, LLC

Once we notify you that we have accepted your site into the Program, we will authorize you to copy our Links from a password protected site maintained by us via MyAffiliateProgram (MYAP) and link to us from your site. We encourage you to place our Links, which you may use only on the terms and conditions of this Agreement, as prominently as possible on the most heavily trafficked pages of your site and to follow our instructions regarding the operation of our Links. From time to time, we will offer different products for sale through our Links and also may modify the logos and other information presented in, and the overall appearance of our Links or of our Sites. All such changes and modifications will occur automatically without any prior notice to you. You will not be required to change any code, as we change our products automatically.

3. Order Processing

We will process product orders placed by customers who purchase products using our Links on your site. We reserve the right to reject orders that do not comply with any and all our 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, returns, and handle customer service.

4. Sales Tracking

We will rely on MyAffiliateProgram (MYAP) to track sales made to customers who purchase products using our Links on your site. MYAP will make available to you the sales activity, as well as reports regarding end-user impressions and click-throughs via your password protected account. You and we each agree to rely on, and not to challenge or dispute, the sales tracking and other information that MYAP compiles in connection with the Program, which will bind both you and us for all purposes under this Agreement.

5. Payment

You will earn a 10% commission on all products shipped to customers in the United States and Canada who purchase products from our Links through your site. All sales exclude any taxes or shipping costs that we may charge.

You will earn a 2% commission on sales made by Nexus affiliates who joined the Program through Links from your site.

We will pay all commissions that accrue on a monthly basis, within thirty days after the end of the first month in which aggregate accrued but unpaid commissions total $25 or more. If a customer returns or receives a refund or credit for a product that generated a commission under this paragraph, we will deduct that commission from your next monthly payment of payments. If no further payments are due under this Agreement, we reserve the right to send you a bill for any commissions associated with returned products. As with sales tracking information, we have engaged MYAP to calculate commissions that you will receive under the Program, and MYAP's commission calculations will bind both you and us for all purposes under this Agreement.

6. Policies and Pricing

All customers who buy products through the Program are customers of Nexus Imports, LLC. Accordingly, all Nexus rules, policies, and operating procedures concerning customer orders, customer service, pricing and product sales will apply to those customers. We may change our policies and operating procedures at any time, in our sole discretion. 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. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

7. Limited License

We grant you a nonexclusive, revocable right to use Nexus and any other images and text that we may provide to you solely for the purpose of identifying your site as a Program participant and to assist in generating product sales through the Program. You may not modify Nexus or any other graphic images or text that we may provide you in any way. We reserve all our rights in Nexus, all such graphic images, text, our trade names and trademarks and all other intellectual property rights. You agree to follow our instructions respecting the use of your trademarks, and those instructions may change from time to time. We may revoke your license at any time by giving you written notice.

8. Responsibility for your Site

You will have sole responsibility for the development, operation and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:

The technical operation of your site and all related equipment. The accuracy and appropriateness of materials posted on your site (including, among other things, all product-related materials). Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy or other personal or proprietary rights). Ensuring that materials posted on your site are not obscene, defamatory, libelous or otherwise illegal. We disclaim all liability for all matters relating to the development, operation, maintenance, and contents of your site.

9. Indemnification

You will indemnify, defend and hold us harmless against any and all claims, lawsuits, damages, and expenses (including, without limitation, attorneys' fees) that we may or that anyone may assert as a result of (1) our use of any trademarks, logos, graphic images, text or other materials that you may provide to us or allow us to use; or (2) anything occurring on your site or arising from the development, operation or maintenance of your site.

10. 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. Either you or we may terminate this Agreement at any time and for any reason by giving the other party written notice of termination.

Upon the termination of this Agreement for any reason, you will immediately cease using, and remove from your site, all Links to our commerce server, all Nexus Imports trademarks, trade dress and logos and all other materials that we may have provided to you or allowed you to use in connection with the Program, and we will immediately cease using, and remove from our site, all trademarks, logos, graphic images, text or other materials that you may provide to us or allow us to use. You are eligible to earn only those commissions that may accrue under paragraph 4 during the term of this agreement, and commissions earned through the date of termination will remain payable only if the customer does not cancel the order, return the products purchased or receive a refund or credit. We may withhold final payment for a reasonable time to ensure payment of the correct commission amount.

11. Modification

We may modify any of the terms and conditions contained in this Agreement, at any time and at our sole discretion, by posting a change notice or a new agreement on our site. ALL SUCH MODIFICATIONS WILL TAKE EFFECT AT THE TIME WE SPECIFY OR, IF WE SPECIFY NO SUCH TIME, IMMEDIATELY UPON THEIR POSTING ON OUR SITE. 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 evidence your binding acceptance of the change.

12. Relationship of Parties

You and we 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.

13. Disclaimers

We make no express or implied warranties or representation with respect to the program or any products sold through the program (including, without limitation, warranties of merchantability, fitness for a particular purpose or no infringement, or any implied warranties arising from a course of performance, dealing or trade usage). In addition, we make no representation that the operation of our site or our commerce server will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

14. 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 program, even if we have been advised of the possibility of such damages. Further, our total 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.

15. 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 not set forth in this agreement.

16. Miscellaneous

This Agreement will be governed by the laws of the United States and the state of Virginia, 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 Arlington, Virginia, and you irrevocably consent to the jurisdiction of those courts and waive any claim that those courts constitute an inappropriate venue or inconvenient forum. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will bind, insure to the benefit of and be 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 provision or any other provision of this Agreement.