resale or commercial use of any kind. This includes orders for customers or on behalf of customers. Such purchases may result (in BNY sole discretion) in the withholding of referral fees or the termination of this Agreement.

In addition, you may not directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money or awarding of any benefits) for using links on your site to access BNY site. If BNY determines, upon BNY sole discretion, that you have offered any person or entity any such consideration or incentive, we may (without limiting any other legal rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement.

You will earn 10% referral fees for "qualifying sales" (sales derived by BNY through its website, excluding costs for shipping, handling, taxes, service charges, credit card processing fees, and bad debt) by customers that arrived at BNY through your website.

BNY will pay your referral fees on a quarterly basis. Approximately 30 days following the end of each calendar quarter, we will send you a check for the referral fees earned by you through BNY sales of merchandise shipped during that quarter, less any taxes that we are required by law to withhold.

However, if the referral fees payable to you for any calendar quarter are less than $50.00, we will hold those referral fees until the total amount due is at least $50.00 or (if earlier) until this Agreement is terminated. If the customer returns a product that generated a referral fee, we will deduct the corresponding referral fee from your next quarterly payment. If there is no subsequent payment, we will send you a bill for the referral fee.

Customers who buy products through this Program will be deemed to be customers of BNY. Accordingly, BNY’s product sales rules will apply to those customers. We may change BNY policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with BNY own pricing policies. Product prices and availability 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.

You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. Further, you will indemnify and hold us harmless from all claims, damages, and expenses relating to the development, operation, maintenance, and contents of your site.

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, with or without cause, by giving the other party written notice of termination. Upon the 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 BroadwayNewYork.com logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are only eligible to earn referral fees on our sales of Qualifying Products occurring during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not cancelled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

You and BNY 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.

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 aggregate 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.

We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a 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.

The laws of the United States and the state of New York will govern this Agreement 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 New York, 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 provision or any other provision of this Agreement.