$30.00 per item

Actions are locked 45 day(s) after end of the month they are tracked

Actions are invoiced on the 17 of the month after they lock

Approved transactions are paid 5 day(s) after the end of the day they lock

Last Click

Allow referrals from clicks within 30 day(s)

0% of order sale amount

Actions are locked 45 day(s) after end of the month they are tracked

Actions are invoiced on the 17 of the month after they lock

Approved transactions are paid 30 day(s) after the end of the day they are invoiced

Last Click

Allow referrals from clicks within 30 day(s)

Financial transactions covered by this insertion order will be processed in the USD currency. Currency exchanges will occur when you or your partner(s) have set a different default currency in account settings.

The insertion order can be changed or cancelled with 1 day(s) notification to the media partner.

Reversal of performance advertising actions are decided by the Advertiser governed by a max reversal percentage of 100%

Advertiser does NOT allow media partner to fire their tracking pixel when the consumer action is completed.

Godstone Diamond AFFILIATE AGREEMENT

This Godstone Diamond Affiliate Agreement (the “Agreement” or the “Godstone Diamond Affiliate Terms”) governs your participation in the Godstone Diamond Affiliate Program (the “Affiliate Program”) as an Affiliate. If there is a conflict between this Agreement and any terms in any Insertion Order you enter into, the terms of the Insertion Order will govern.

By submitting your application to the Affiliate Program, you are acknowledging that you have read and understand this Agreement, and you represent and warrant that you are lawfully able to enter into contracts, and you agree to by bound by and will continue to comply with the Godstone Diamond Affiliate Terms throughout the full duration of your participation in the Affiliate Program. Additionally, you acknowledge and agree that by submitting your application, which may include clicking an acceptance box, the effective date of this Agreement (the "Effective Date") will be the date on which you submit your application.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE THE EMPLOYEE OR AGENT OF SUCH COMPANY (OR OTHER ENTITY) AND YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH COMPANY (OR OTHER ENTITY).

PLEASE MAKE SURE YOU READ AND UNDERSTAND THE TERMS BELOW.

1. Introduction. These Godstone Diamond Affiliate Terms contain terms and conditions of the Godstone Diamond Affiliate Program using the tracking platform (the “Platform”) designated by Godstone Diamond. The Platform owner shall not be a party to this Agreement but you may be required to enter into a separate agreement for your use of the Platform. Defined terms in these Godstone Diamond Affiliate Terms include the following: (a) "you" or "your" shall mean you, the person or company applying to participate in the Affiliate Program, and upon our acceptance of your application, the Affiliate, (b) "we" or "us" or "our" shall mean Godstone Diamond, Inc., and/or its parents, subsidiaries and related entities (as applicable) (collectively "Godstone Diamond"), (c) "our Web site" shall mean the Godstone Diamond Web site currently located at www.bluenile.com, (d) "your Web site" shall mean the World Wide Web site from which you will link to our Web site, (e) "Affiliate" shall mean the person or company accepted as a member of the Affiliate Program, (f) "User" shall mean a customer who links from your Web site to our Web site, (g) "Products" shall mean any merchandise offered for sale by us on our Web site and does not include items offered for sale by third parties on our Web site, and (h) "Link" or "Links" shall mean banner advertisements, buttons, data feeds, storefronts, search boxes, links or text links that link to the Godstone Diamond home page or other specific pages of the our Web site, containing the Godstone Diamond Logo and/or other Godstone Diamond Content, as defined below.

2. Program Enrollment. To begin the enrollment process in the Affiliate Program, you must complete an online application and accept the Godstone Diamond Affiliate Terms by clicking the acceptance button at the bottom of this Agreement. Once you have accepted this Agreement, we will review your completed online application and inform you whether or not you have been accepted as an Affiliate. Once accepted as an Affiliate, you can accept specific Insertion Orders which govern the specific offers and Links that are available to you through the Affiliate Program.

We reserve the right to accept or reject Affiliates in our sole discretion. We may reject your application for any reason, including, if we determine in our sole discretion, that your Web site is inappropriate or objectionable. Even if you are accepted to participate in the Affiliate Program and your site is thereafter determined to be, in our sole discretion, unsuitable based on our criteria for the Affiliate Program, we may terminate this Agreement and you may no longer link to our site. Our acceptance criteria are subject to change at any time without prior notice.

Web sites that are objectionable or inappropriate include sites that:

· Are unavailable or under construction;

· Are aesthetically unpleasing;

· Contain hateful/violent/sexually explicit/offensive content;

· Promote excessive drinking and/or drug use;

· Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;

· Are libelous, disparaging, or defamatory;

· Promotes violence or illegal activities;

· Violate any federal, state, or local laws (including privacy and “spam” laws);

· Contain any viruses, Trojan horses, worms, or other malicious code intended to damage, interfere with, or exploit any system, data, or personal information;

· Use "Godstone Diamond", or variations or misspellings thereof in its domain names;

· Misrepresent themselves as Godstone Diamond by using the “look and feel” of or text from Godstone Diamond’s site;

· Incorporates materials that infringe upon copyright, trademark or other intellectual property rights of Godstone Diamond or any third party;

· Otherwise violate intellectual property rights of Godstone Diamond or any third party; Link to or provide a portion of their commission or Affiliate benefits to sites or organizations that violate any of the above criteria; or

· Are otherwise considered, in Godstone Diamond’s sole judgment, inappropriate.

3. Linking Requirements. When you become an Affiliate in our Affiliate Program, we may provide you with Links that will allow Users to be transported when they click on the Link to Products on our Web site. As an Affiliate, you may display these Links on your Web site or through other authorized promotional methods subject to your compliance with the terms and conditions contained in the Agreement (including the applicable Insertion Order). All Links are subject to our approval, and we will provide you with the information that you need to enable you to make appropriate Links to our Web site.

By accepting these Godstone Diamond Affiliate Terms, you agree that you shall cooperate fully with Godstone Diamond to maintain such Link or Links. You further agree that (a) such Link or Links shall be displayed prominently throughout your Web site or other promotional method authorized through the applicable Insertion Order, (b) no Link or Links shall be modified, expanded or reduced in any way without our consent, and (c) no Link or Links published or distributed by you shall in any way modify the look, feel and/or functionality of our Web site. We may discontinue, suspend or modify Links at any time, with or without notice to you. You will promptly remove from your Web site, or other promotional method, and delete or otherwise destroy any Godstone Diamond Content (including Links) or information that we notify you is not, or is no longer, available for your use.

You will not engage in any promotional, marketing, or other advertising activities on behalf of us or in connection with our Web site or the Affiliate Program, except for those Links or other authorized promotional methods as permitted under these Godstone Diamond Affiliate Terms.

You must not make inaccurate, overbroad, deceptive, or otherwise misleading claims about Godstone Diamond Content, promotions, links, products, services, Godstone Diamond, our policies, discounts, and prices. For example, if the price of our product is $199 without any discounts applied, you may not state that the product is $189.

4. Prohibited Activity. Your Links and your Web site shall not imply our endorsement or sponsorship of, or commercial tie-in or other association with, any product, service, party, or cause (including by placing unrelated materials in close proximity to any Links or sections of your Web site that contain any Godstone Diamond information). You will not take any action that could reasonably cause any customer confusion as to our relationship with you. We reserve the right to monitor your Web site and/or authorized promotional methods at any and at all times to make certain that you are in compliance with these Godstone Diamond Affiliate Terms. You shall be fully responsible for all content, links and activities conducted on your Web site or other promotional methods. We disclaim all liabilities related to such matters.

In accordance with the Agreement, you agree that you shall not:

a. Place or use any Link except with the intention of delivering valid sales, leads, applications, accounts, clicks or other specified compensable actions;

b. Inflate the number of applications, accounts, clicks or other specified compensable actions or any impressions of our Web site, by any method or using any hidden frames, java pop ups, Web bot, robot, automatic redirecting of users, autospawning of browsers, or any other technique or means of generating automated click-throughs, requiring visitors to click on a Link before entering any area of your Web site(s), by placing or including Godstone Diamond promotions or Links on pages of your Web site that automatically reload or go to another page without interaction from the user (for example, client pull or server push technology, METATAG reload, or refresh command on page html) or on any page that is not generally accessible to all Web users (for example, pop-up windows and hidden frames);

c. Use any promotional text or discount offers in your meta description and titles for the purpose of search engine optimization;

d. “Scrape” or “spider” our Web site or any other Godstone Diamond site or application for content (such as images, logos, or text) unless you have Godstone Diamond’s express written consent;

e. Manipulate a Link in any way, including (a) redirecting links to hide their original source, or (b) using your Link as the destination url in any paid advertisement; or

f. Engineer your Web site in a manner that ranks for Godstone Diamond brand keywords and product variants via search engine optimization.

Affiliates using any of the aforementioned techniques or methods to establish a click, and/or place a cookie on a user's computer may, without limitation to any other remedies that may be available to Godstone Diamond, result in a loss, reduction, or offset of Referral Fees from sales made or termination without notice of your participation in the Affiliate Program and forfeiture of all outstanding and future commissions.

5. Order Processing. All orders, customer service and fulfillment of such orders will be handled by and through Godstone Diamond. You may not take orders, perform customer service or deliver Products on our behalf. We will process orders from any Users directed by you through your Web site, but we reserve the right to reject any orders that do not comply with any requirements that we may periodically impose. We will be solely responsible for all aspects of Product order processing and fulfillment, including order entry, payment processing, shipping, cancellations, returns and related customer service. Godstone Diamond will be responsible for tracking the number of Products sold to Users who are directed through Links to our Web site and reporting the required information to the Platform for your access. The form, content and frequency of the reports may vary from time to time and Godstone Diamond shall not be responsible for any failure of the Platform to provide access to the reported information. You are responsible for making certain that the Links are formatted properly. We reserve the right to change the prices of any or all of our Products at any time in our sole discretion without notice. We cannot ensure that if an order is placed that any Product will be available to the User or that a stated price for a Product will be accurate. We do not honor misquoted prices. As between Godstone Diamond and you, all personal information regarding the User is the sole and exclusive property of Godstone Diamond and shall not be provided to you.

6. Referral Fees and Commissions. Referral Fees (if any) and percentage Commissions (if any) available to you through the Affiliate Program shall be set out in the Insertion Order. Commissions (if any) shall be equal to a percentage of the Net Sales of Products purchased by a User utilizing the Links between your Web site or other authorized promotional method and our Web site ("Commission"), unless otherwise stated in the applicable Insertion Order. "Net Sales" means the gross sale price of a Product, excluding any amounts collected by us for gift certificates, sales taxes, duties, shipping, handling, fraud, charge-backs, exchanges, credit card processing fees, taxes, or similar charges. "Referral Fee" means any non-Commission fee which may be earned by you as set out in the applicable Insertion Order.

Referral Fees and Commission rates are subject to change at any time in our sole discretion. Unless otherwise stated in an Insertion Order, in order for you to generate a Referral Fee or Commission, the User must follow a Link from your Web site or other authorized promotional method to our Web site, and within the referral period specified in the Insertion Order purchase the product using either our automated ordering system or by contacting one of our diamond and jewelry consultants, accept the delivery of the Product at the shipping destination (for Commissions or commission based Referral Fees, non-US), remit full payment to us and not cancel the order. Unless otherwise stated in the Insertion Order, you will not be eligible for a Referral Fee or Commission under the following circumstances:

· A party comes to Godstone Diamond through your Web site (or authorized promotional method) and returns after the referral period by entering our url directly.

· The User has prevented cookies from being saved on his, her or its' hard drive.

· The User does not provide our diamond and jewelry consultant with your Affiliate tracking number for any reason.

· If a User to our Web site cannot be tracked by our online ordering system for any reason.

· A party comes to Godstone Diamond through your Web site but purchases using a "Promotion Code" or "discount code" that discounts their purchase, unless the code is provided to you directly from Godstone Diamond.

7. Referral Fees and Commission Payments. We will pay your Referral Fees and Commission payments to the Platform on a monthly basis provided all of the conditions in this Agreement have been met. Referral Fees and Commission payments for items that have been returned within 90 days from purchase will be deducted from Referral Fees and Commissions otherwise earned in the month that the items are returned. Unless otherwise stated in an applicable Insertion Order, the Platform will make payments to you within 60 days after the end of the month in which the Referral Fee or Commission was generated provided that you have (a) not breached any terms or conditions of the Agreement, (b) met the conditions set forth herein, (c) previously provided a valid mailing address to which the payment may be mailed, and (d) the transaction is eligible for a payment through the Platform. Godstone Diamond reserves the right to withhold any Referral Fees and Commission payments, set your Referral Fee or Commission rate to 0%, and/or suspend you from the Affiliate Program, if Godstone Diamond determines, in its sole and absolute discretion, that (a) you have breached any terms or conditions of the Agreement; (b) you have not met the conditions set forth herein, or (c) your Web site or other promotional methods are deemed by us to be objectionable.

8. Policies and Pricing. Users who purchase Products through the Affiliate Program will be deemed to be customers of Godstone Diamond. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service and sales will apply to those Users. We may change our policies and operating procedures at any time in our sole discretion without notice. Products, availability of our Products and our pricing of such Products may vary from time to time. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or the price of any particular Product.

9. Licenses.

· Non-Exclusive, Limited License to Godstone Diamond Logo and Trademarks. Subject to your compliance with the terms and conditions of this Agreement, we hereby grant to you a nonexclusive, non-transferable, non-sub licensable, revocable, limited license to use the Godstone Diamond logo (the "Logo"), name, url, trademarks and other materials that we provide to you directly or through the Platform (the "Godstone Diamond Content") solely in the form and manner available from and identified through the Platform. You acknowledge and agree that such license is limited and that all right, title, ownership and interest in the Godstone Diamond Content shall remain with us at all times. You shall use the Godstone Diamond Content in exactly the form provided to you for your use. Your use of such Godstone Diamond Content shall comply with any trademark usage policies that we may adopt from time to time. You shall not take any action inconsistent with our ownership of or goodwill associated with the Godstone Diamond Content, including, without limitation, applying for registration of any of our trademarks (or any mark similar thereto) anywhere in the world. You agree that any benefits and goodwill arising from your use of the Godstone Diamond Content shall inure solely to our benefit. You agree that you shall not engage, participate or otherwise become involved in any activity or course of action that diminishes and/or tarnishes the image and/or reputation of Godstone Diamond. You also agree that you shall not use the Godstone Diamond Content in any manner that is disparaging or that otherwise portrays us in a negative light. We reserve all of our rights in the Godstone Diamond Content and all other intellectual property rights. You shall not create, publish, distribute or permit any materials that make reference to us, without first submitting such material to us and receiving our written consent. We may revoke your license at any time. This license shall terminate upon the effective date of the expiration or termination of this Agreement and you shall immediately cease all use or publication of the Godstone Diamond Content at that time.

· Non-Exclusive Limited License and Use of Affiliate Logos and Trademarks. You grant us a non-exclusive license to utilize your names, titles, logos, trademarks and urls (collectively, the "Affiliate Trademarks") to advertise, market, promote and publicize in any manner our Affiliate Program; provided, however, we shall not be required to advertise, market, promote or publicize your Web site. You hereby represent and warrant that you are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant us the license to use the same contemplated in this Agreement and that such grant does not and will not (a) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon you or (b) infringe upon any trademark, trade name, service mark, copyright or other proprietary right of any other person or entity. This license shall terminate upon the effective date of the expiration or termination of this Agreement.

· Use of Godstone Diamond Trademarks on Third-Party Web Sites. Affiliate agrees not to bid on Godstone Diamond's name or trademarks or variations thereof, including, but not limited to: Godstone Diamond, or bluenile.com, within any pay-for-placement, paid inclusion or other search engines. In addition, Affiliate may not claim to be Godstone Diamond in any pay-for-placement, paid inclusion or other search engines, and must clearly state the nature of the Affiliate relationship. Affiliates violating this policy may be terminated without notice and forfeit all outstanding and future commissions.

10. Ownership; Confidentiality. The Godstone Diamond Content (including, without limitation, the Links) and all User data collected pursuant to this Agreement are, as between us and you, our property and we own all right, title and interest in the Godstone Diamond Content and User data. During the course of this Agreement, Affiliate may be in possession of or have access to certain confidential, nonpublic, proprietary, or secret information and material of Godstone Diamond, including, without limitation, User data or information, information regarding Product sales, and similar data ("Confidential Information"). You agree and acknowledge that this Confidential Information shall at all times be and remain our sole and exclusive property, and you further agree that:

· You will hold all Confidential Information in the strictest confidence, and will protect all Confidential Information from any unauthorized use, disclosure, copying, dissemination or distribution.

· You will not disclose any Confidential Information to any third party without our express prior written consent.

· You will disclose Confidential Information within your organization only to the extent necessary for your compliance with the terms of this Agreement.

· You will treat all Confidential Information with no less than the same degree of care as you accord your own secret or proprietary information.

· You will not utilize the Confidential Information in any way other than in connection with your compliance with this Agreement and your participation in the Affiliate Program. Without limitation on the foregoing, you will not use any Confidential Information for the benefit of any third party or to design, develop, provide or market any other product or service.

Upon termination of this Agreement, you agree to return to us all documents and other tangible materials and copies thereof in your possession containing any Confidential Information. You acknowledge that all Confidential Information is, and shall be, owned solely by us and that the unauthorized disclosure or use of such Confidential Information could cause irreparable harm and significant injury, the extent of which may be difficult to ascertain. The protections afforded to Confidential Information under this Agreement are in addition to, and not in lieu of, the protections afforded under any trade secrets laws, including the Uniform Trade Secrets Act.

11. Affiliate Partner Responsibilities. You will be solely responsible for the development, technical operation and maintenance of your Web site or other promotional methods and for all materials that appear on your Web site or other promotional methods. You shall be solely responsible for ensuring that materials posted on your Web site or in other promotional methods do not violate or infringe upon the rights of any third party, including copyright, trademark, privacy or other personal or proprietary rights, and ensuring that materials posted on your Web site or in other promotional methods are not libelous or otherwise illegal. You must have express written consent to use another party's copyrighted or proprietary material. We disclaim all responsibility if you use another party's copyrighted or other proprietary material in violation of the law.

12. Promotional Methods. You represent and warrant that you will not engage in and/or facilitate spamming, indiscriminate advertising or unsolicited commercial email or otherwise fail to comply with the CAN SPAM Act of 2003 (Public Law 108-187 or any successor legislation), and any laws and regulations that govern advertising, email marketing and communications. Without limiting the foregoing, for any emails sent in connection with this Agreement:

· Only "opt-in" system may be used. (Opt-in systems are those where the user specifically requests to be placed on a mailing list.)

· Use of "opt-out" systems are strictly prohibited.

· Use of any lists, whether purchased or created, compiled by means of automated tools are not permitted. This includes, for example, lists developed by scanning UseNet, e-mail archives, or Web pages for e-mail addresses, regardless of whether the scan was "targeted."

· You must use valid e-mail headers at all times.

· You must give the Web address of the opt-in system used and tell the user receiving your mail that such e-mails can be stopped by visiting that opt-in site.

· If anyone contacts you and asks to be removed from your list you will do so within 96 hours and send an e-mail acknowledging the removal.

You represent and warrant that you will not engage in pop-up or pop-under advertising using any means involving third party properties and/or services (software). Pop up/unders are acceptable on a first party basis only when triggered by your site content /site visit or by downloadable software applications for which you are the owner/operator. Pop up/unders delivered through downloadable software cannot engage in means that force clicks or perform redirects, or pop over a pay-per-click listing or natural search results.

You represent and warrant that you comply with all applicable Guidelines published by the United States Federal Trade Commission (“FTC Guidelines”), including, but not limited to: the Dot Com Disclosures, the Endorsement and Testimonial Guidelines, and the Jewelry Guides. You must include all disclosures required to comply with the FTC Guidelines.

13. Privacy. You represent and warrant that you comply with all applicable laws and regulation regarding the privacy of visitors and the security of visitor information. You must conspicuously post your privacy policy on your Web site and otherwise make it available to all visitors. Your privacy policy must comply with all laws and regulations regarding the privacy and security, be commercially reasonable, and fully and accurately disclose your collection and use of visitor information. You must fully and accurately disclose your use of third party technology, including any tracking technology, use of cookies and options for discontinuing use of such cookies. You will not knowingly collect, use, or disclose personal information from children under 13 years of age.

14. Platform Usage and Security of Account. You shall be responsible for all usage and activity on your Platform account and for loss, theft or unauthorized disclosure of your password. You shall provide us with prompt written notification of any known or suspected unauthorized use of your account or breach of the security of your account.

15. Special Terms and Conditions Regarding State of Residency and Location. These Special Terms and Conditions ("Special Terms") are made and agreed to between Godstone Diamond and you, and shall apply to any Affiliate that earns compensation based on completed sales, including, but not limited to, Commission compensation or similar compensation. These Special Terms do not apply to Affiliates that are compensated solely on a cost-per-click basis. The Special Terms are subject to change at our sole discretion. All Affiliates that these Special Terms apply to shall be deemed to be an Ineligible Affiliate, a Type 1 Affiliate, or a Type 2 Affiliate.

a. Ineligible Affiliates; Prohibited States: YOU ARE DEEMED AN "INELIGIBLE AFFILIATE" AND CANNOT PARTICIPATE IN THE AFFILIATE PROGRAM IF YOU ARE A RESIDENT OF, PHYSICALLY PRESENT IN, HAVE A PERSON PHYSICALLY PRESENT ON YOUR BEHALF IN, OR ARE OTHERWISE LOCATED IN ANY OF THE FOLLOWING STATES ("PROHIBITED STATES"): · Tennessee

b. Type 1 Affiliates; Type 1 States: YOU ARE DEEMED A "TYPE 1 AFFILIATE" IF YOU ARE A RESIDENT OF, PHYSICALLY PRESENT IN, HAVE A PERSON PHYSICALLY PRESENT ON YOUR BEHALF IN, OR ARE OTHERWISE LOCATED IN ANY OF THE FOLLOWING STATES ("TYPE 1 STATES"):

· Arkansas

· California*

· Kansas

· Missouri

· Idaho**

*As of April 1, 2019 California is no longer a Type 1 State. However, for all periods prior to April 1, 2019, Type 1 Affiliates in California must abide by the rules applicable to Type 1 Affiliates in Subsection e below.

**As of June 1, 2019 Idaho is no longer a Type 1 State. However, for all periods prior to June 1, 2019, Type 1 Affiliates in Idaho must abide by the rules applicable to Type 1 Affiliates in Subsection e below.

c. Type 2 Affiliates: YOU ARE DEEMED A "TYPE 2 AFFILIATE" IF YOU ARE NOT A RESIDENT OF, ARE NOT PHYSICALLY PRESENT IN, DO NOT HAVE PERSON PHYSICALLY PRESENT ON YOUR BEHALF IN, OR ARE NOT OTHERWISE LOCATED IN ANY OF THE PROHIBITED STATES OR TYPE 1 STATES.

If you are uncertain which type of affiliate you are, please consult with your legal and/or tax advisor.

d. Solicitation: As used in these Special Terms, "Solicitation" means a direct or indirect communication to a specific person or specific persons done in a manner that is intended to and calculated to incite the person or persons to purchase tangible personal property from a specific retailer or retailers. We reserve the right to determine if any behavior constitutes Solicitation at our sole discretion.

e. Rules Applicable to Type 1 Affiliates: If you are a Type 1 Affiliate, then you agree to all of these Special Terms, except for Section (f) below, and you specifically agree to the following:

i. You are prohibited from engaging in any in person Solicitation activities in the Prohibited States or Type 1 States that refer potential customers to Godstone Diamond including, but not limited to, distributing flyers, coupons, newsletters and other printed promotional materials, and verbal soliciting (e.g. inperson referrals), and if you are an organization, such as a club or non-profit group, you shall maintain information on your website alerting your members to the prohibition against each of the solicitation activities described above.

ii. You are prohibited from engaging in engaging in any electronic Solicitation in Prohibited States in any Type 1 State that you are physically present in, or have a person physically present on your behalf in. Electronic Solicitation includes, but is not limited to, posting Links on your website to direct customers to Godstone Diamond, and sending e-mails.

iii. You will certify annually by January 15th each year under penalty of perjury that you have not engaged in any prohibited solicitation activities in the Prohibited States or Type 1 States at any time during the previous calendar year, and, if you are an organization, such as a club or a non-profit group, the annual certification shall also include a statement from the organization certifying that its website includes information directed at its members alerting them to the prohibition against the solicitation activities described herein.

iv. If you fail to provide the annual certification as required in Section (e)(ii) of these Special Terms by January 31st of each year, you will be deemed to be in violation of these Special Terms and the Godstone Diamond Affiliate Terms starting on the first day of the period in which you are certifying for. As a result, you will be required to immediately return all of the compensation you have received from Godstone Diamond, and Godstone Diamond has the right to withhold any unpaid compensation you have earned from the Affiliate Program for the entire period for which you fail to certify.

v. Future Residency, Locations, and Physical Presence in Prohibited States: You further agree, warrant and represent that, for as long as you participate in the Affiliate Program, you will not engage in any activities which would cause you to have residency, locations, or physical presence in any of the Prohibited States. If you engage in any activities in a Prohibited State which cause you to become an Ineligible Affiliate you must immediately notify us in writing upon discovery. You will be deemed to be in violation of these Special Terms and the Godstone Diamond Affiliate Terms beginning on the first day in which you engaged in such activities in the Prohibited State. As a result, you will be required to immediately return all of the compensation you have received from Godstone Diamond, and Godstone Diamond has the right to withhold any unpaid compensation you earned from the Affiliate Program for the period beginning on the first day in which you engaged in such activities in the Prohibited State. f. Rules Applicable to Type 2 Affiliates: If you are a Type 2 Affiliate, then you agree to all of these Special Terms, except for Section (e) above, and you specifically agree to the following:

i. No Residency: You agree, warrant and represent that you are not a resident of any of the Type 1 States or Prohibited States.

ii. No Locations in States: You agree, warrant and represent that you are not located in any of the Type 1 States or Prohibited States.

iii. No Physical Presence in States: You agree, warrant and represent that you are not physically present directly or through a representative in any of the Type 1 States or Prohibited States.

iv. Future Residency, Locations, and Physical Presence in Type 1 States or Prohibited States: You further agree, warrant and represent that, for as long as you participate in the Affiliate Program, you will not engage in any activities which would cause you to have residency, locations, or physical presence in any of the Type 1 States or Prohibited States.

If you engage in any activities in a Prohibited State which cause you to become an Ineligible Affiliate, you must immediately notify us in upon discovery. You will be deemed to be in violation of these Special Terms and the Godstone Diamond Affiliate Terms starting on the first day in which you engaged in such activities in the Prohibited State. As a result, you will be required to immediately return all of the compensation you have received from Godstone Diamond, and Godstone Diamond has the right to withhold any unpaid compensation, you earned from the Affiliate Program for the period starting on the first day in which you engaged in such activities in the Prohibited State.

If you engage in any Type 1 State and such engagement causes you to become a Type 1 Affiliate, you must immediately notify us in writing upon discovery. You will automatically be subject to the rules applicable to Type 1 Affiliates and must follow the rules applicable to Type 1 affiliates starting on the date you first engaged in activity in the Type 1 State. If you are unable to comply with the rules applicable to Type 1 Affiliates, then you will be deemed to be in violation of these Special Terms and Godstone Diamond Affiliate Terms. As a result, you will be required to immediately return all of the compensation you have received from Godstone Diamond and Godstone Diamond has the right to withhold any unpaid compensation you earned from the Affiliate Program for the period starting on the first day in which you engaged in such activities in the Type 1 State.

v. Statement of No Residency, Locations, and Physical Presence in Type 1 States and Prohibited States: You further agree to provide us, upon our request, with a signed statement indicating that you had no residency, locations, and physical presence in the Type 1 States and/or Prohibited States. The statement must cover the entire time period you are in the Affiliate Program.

16. Agreement Term. The term of this Agreement shall begin on the Effective Date and will end when terminated hereunder.

We may terminate this Agreement at any time, with or without cause, immediately upon written notice of termination. Notice via the Platform or by e-mail to your address on our records is considered sufficient notice for our termination of this Agreement.

If this Agreement is terminated because (i)you violated the terms of this Agreement, (ii) because your Web site or other promotional methods are deemed by us to be objectionable, or (iii) because you have violated Section 14 above, you are not eligible to receive any Referral Fees or Commission payments, even for Referral Fees or Commissions that you earned prior to the date of your termination. If this Agreement is terminated for any other reason, then you shall be eligible to receive only those Referral Fees and Commissions generated prior to the termination of this Agreement (except as provided below). Referral Fees and Commissions earned through the termination of the Agreement shall remain payable only if the related Product orders are not canceled or returned. We reserve the right to withhold your final payment for a reasonable period of time to ensure that the correct amount is paid to you.

17. Agreement Modification. We reserve the right to modify the terms and conditions of this Agreement in our sole discretion upon seven (7) days written notice through Platform with effect on the later to occur of your acceptance or the 8th day after such notice is posted. If any modification is unacceptable to you, your sole recourse is to terminate this Agreement by expiring the relationship and/or rejecting the new Insertion Order offered. Affiliate’s continued participation in the Affiliate Program by accepting the newly offered Insertion Order with new terms and conditions for this Agreement constitutes Affiliate's binding acceptance to the change.

18. Relationship of the Parties to this Agreement. Each party shall act as an independent contractor and nothing set forth 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 Web site or otherwise, that would contradict anything in this Section. 19. Limitations on Liability. We will have no liability of any sort arising from any interruptions or errors in our Web site or for the operation or in-operation of Links or the Platform. WE WILL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY LOST REVENUES, DATA OR PROFITS ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF WE WERE ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. Further, our aggregate liability arising under or with respect to this Agreement or the Affiliate Program shall in no event exceed the total amount of Referral Fees and Commissions paid by us to you under this Agreement in the twelve months immediately preceding the date on which the event giving rise to the most recent claim of liability occurred.

20. Warranty Disclaimers. WE HEREBY DISCLAIM, AND YOU HEREBY RELEASE US, FROM ANY AND ALL LIABILITY FOR DOWNTIME OR OTHER INTERRUPTIONS REGARDING THE LINKS AND/OR OUR WEB SITE. WITHOUT LIMITING THE FOREGOING, THE Godstone Diamond CONTENT (INCLUDING THE LINKS AND Godstone Diamond TRADEMARKS), ARE PROVIDED TO YOU "AS IS" WITHOUT ANY WARRANTY OR ANY KIND. WE MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND WITH REGARD TO THE AFFILIATE PROGRAM OR ANY PRODUCTS, EXPRESS OR IMPLIED, STATUTORY, ARISING BY LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT OUR WEB SITE OR PRODUCTS WILL BE ERROR FREE, FUNCTION WITHOUT INTERRUPTION OR THAT ANY ERRORS WILL BE CORRECTED. UNDER NO CIRCUMSTANCES SHALL WE BE RESPONSIBLE FOR THE PLATFORM OR THE PRACTICES, ACTS OR OMISSIONS OFOPERATORS OF THE PLATFORM, RELATING TO THE TRACKING SERVICES OR OTHERWISE. IF AS A MATTER OF LAW WE MAY NOT DISCLAIM ANY WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE THE MINIMUM PERMISSIBLE UNDER APPLICABLE LAW.

21. Indemnification. You acknowledge that by entering into this Agreement, Godstone Diamond does not assume and should not be exposed to the business and operational risks associated with your business, or any aspects of the operation or content of your Web site(s) or other promotional methods. You hereby agree to indemnify, defend and hold harmless us and our shareholders, officers, directors, employees, agents, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including attorneys' fees) of any nature whatsoever incurred or suffered by us (the "Damages") insofar as such Damages (or actions in respect thereof) arise out of or are based upon: (a) any claim or threatened claim that our use of the Affiliate Trademarks infringes on the rights of any third party, (b) your breach or alleged breach of this Agreement or any representation or warranty or covenant made by you in this Agreement, (c) your use and/or modification of any of the services, content or materials provided by us or the Platform in connection with this Agreement or the Affiliate Program, (d) any claim related to your business, products, services, your Web site or promotional methods, including any claims relating to the development, operation, maintenance, activities, contents and links of your Web site, emails or other promotional activities, or (e) your negligence or willful misconduct.

Additionally, you shall indemnify, defend and hold harmless Godstone Diamond from and against any administrative, regulatory or legal proceeding arising out of Godstone Diamond's alleged failure to collect State sales tax to the extent that such proceeding results, in whole or in part, from your breach or alleged breach of any provision of the Special Terms.

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 COMPETITIVE WITH YOUR WEB SITE OR BUSINESS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

22. Electronic Signatures. You acknowledge and agree that by clicking-through acceptance of this Agreement and any other click-through offers from Godstone Diamond on the Platform You are submitting a legally binding electronic signature and are entering into a legally binding contract. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES ANDRECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE PLATFORM. Further, You hereby waive any rights or requirements under any applicable statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of nonelectronic records, or to payments or the granting of credits by other than electronic means.

23. Communication. Godstone Diamond will communicate with you through the Platform or by any other means available. If Godstone Diamond asks you for clarification or more information on any order or clicks that we suspect may be in violations of Godstone Diamond’s terms and conditions, you will respond in a timely and honest manner. Violations include (a) being intentionally vague or lying in communications; (b) being unresponsive for a reasonable period of time after multiple attempts to reach you; or (c) being unable to substantiate or validate your source of traffic to our sites.

24. Miscellaneous. This Agreement shall be governed by the laws of the United States and of the State of Washington, as applied to agreements made, entered into and performed entirely within the State of Washington, notwithstanding your actual state of residence or principal business location. Any action relating to this Agreement must be brought in federal or state courts located in King County, Washington and you irrevocably consent to the jurisdiction of such courts. You agree that damages may be inadequate to compensate Godstone Diamond for the unique losses to be suffered in the event of a breach of this Agreement, and that Godstone Diamond will be entitled, in addition to any other remedy it may have under this Agreement or at law, to seek and obtain injunctive and other equitable relief, including specific performance of the terms of this Agreement without the necessity of posting bond. You may not assign this Agreement, by operation or law or otherwise, without our prior written consent, any such purported assignment shall be null and void. Subject to such restriction, this Agreement will be binding upon, inure to the benefit of and be enforceable against the parties and their respective successors and assigns.

If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. 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. This Agreement and the documents referenced herein constitute the entire agreement between the parties regarding its subject matter, supersedes any other agreements or understandings between them.

Use of Godstone Diamond Trademarks on Third-Party Web Sites. Affiliate agrees not to bid on Godstone Diamond's name or trademarks or variations thereof, including, but not limited to: Godstone Diamond, or bluenile.com, within any pay-for-placement, paid inclusion or other search engines. In addition, Affiliate may not claim to be Godstone Diamond in any pay-for-placement, paid inclusion or other search engines, and must clearly state the nature of the Affiliate relationship. Affiliates violating this policy may be terminated without notice and forfeit all outstanding and future commissions.