This Agreement is made between Gameplan [ www.gameplan.com.hk ] (under ownership of M&S International (HK) Ltd.) and an Affiliate Participant. For purposes of this Agreement, the terms "we" and "our" refer to Gameplan (under ownership of M&S International (HK) Ltd.) the terms "you" and "your" refer to an Affiliate Participant in the Gameplan Affiliate Program (the "Program"). This Agreement contains the complete terms and conditions of the Program. Upon our acceptance of your application into the Program, you agree to be legally bound by the terms of this Agreement.

A. The Basic Rules

1. Participation in the Program

To participate in the Program, you must complete a Program application and submit it to Gameplan via our Web site. All fields in the application form must be completed properly. We will notify you via e-mail if you have been accepted for participation into the Program. We reserve right to reject applications and submissions for any reason.

You must have a Web site that is intended for general audiences to view. Unsuitable material include sites that: promote sexually explicit materials; promote violence; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation and/or age; promote illegal activities; or violate intellectual property rights. If your site is at any time; determined by us, in our sole discretion, unsuitable for the Program, we may terminate this Agreement. You may re-apply to the Program at any time, subject to the terms of this Agreement.

2. Authorized Links

Through the LinkShare Network. As an affiliate site ("Affiliate Site") banner advertisements, buttons, links and/or text and search box links to our site, containing Gameplan's logo and words identifying Gameplan (herein referred to as "Links", or individually as a display on your site we will make available to you). In utilizing the Links, you agree to cooperate with us in order to establish and maintain Links. All Affiliates shall display such graphic images prominently throughout your site as you see fit and with our consent. A Link may only be modified and/or expanded with our consent. Each Link connecting users of your site to our site, will in no way alter the look, feel or functionality of our site. We have the right; in our sole discretion; to monitor your site at any time to determine if you are in compliance with the terms of this Agreement.

3. Order Processing

To permit accurate tracking and referral fee accrual, you must ensure that the specially coded links between your site and Gameplan are properly formatted per our instructions. You will not receive credit for purchases made by new customers (as defined in Section 4) that have followed an improperly coded link or those that do not have "cookies" properly turned on from your site to our site. The use of unauthorized links, including but not limited to; coupons, gift certificates and other specials that are not posted on the graphics page, are prohibited and may result in an immediate removal from the Gameplan Affiliate Program.

We will process orders placed by new customers who follow the specially coded links from your site to Gameplan. We are responsible for all aspects of order processing and fulfillment, including preparing order forms, processing payments, cancellations and returns, and handling customer service for all issues relating to the customers' experience on the Gameplan Web site. We reserve the right to reject orders that do not comply with any requirements that we may periodically establish.

4. Affiliate Payment

We will pay you up to 15% of the sales price for purchases made by new customers who reach Gameplan by using the specially coded link(s) from your site to Gameplan. For a purchase to generate a bounty the new customer must (a) be buying from Gameplan for the first time; (b) follow the specially coded link from your site to Gameplan during the shopping "session"; (c) must have cookies turned on (d) make a purchase during that session using our online ordering system; (e) accept delivery of the purchased product(s) at the shipping destination; and (f) remit full payment to us.

For purposes of this Agreement, the following are not bounty-qualifying purchases by new customers (a) product(s) that are purchased and subsequently returned to Gameplan; (b) products that are purchased by a customer after that customer exits your site and reenters our site other than through a specially coded link from your site; (c) purchases made by customers using unauthorized coupons or gift certificates from your site; and (d) product(s) that are purchased by You.

To qualify as a "new customer" the customer must: (a) have never previously made a purchase at gameplan.com.hk; (b) follow the specially coded link from your site to gameplan.com.hk; (c) make a purchase during that session using our online ordering system; (d) accept delivery of the purchased product(s) at the shipping destination; and (e) remit full payment to us.

Bounties are calculated on bi-annual basis, on the following dates: June 30, and December 31. Within approximately 60 days following the end of each half year, we will send you a check for the bounty you earned during that 6-month period, provided that the bounty payable to you is at least HK$500. If the bounty payable to you for any 6-month period is less than HK$500, your earned bounty will accrue in your account until (a) the total amount payable to you at the end of a 6-month period is at least HK$500, or (b) this Agreement is terminated, whichever comes first.

If a product that generated a bounty is returned by the customer, we will deduct the corresponding bounty from your next bi-annual payment. If no subsequent bounties accrue to your account, we will send you a bill for any fees paid and due back to Gameplan. You are responsible for monitoring your account, and you must notify us within sixty (60) days of the end of each 6-month period if you feel there is an error in our calculation of your bounties. Our determinations of the bounties payable to you will be final and binding upon you.

As used in this Agreement, the terms "dollars" or the symbol "$" indicates HK Dollars. All bounties and payments are calculated and paid in HK Dollars only.

Gameplan, in its sole discretion, may revise the aforementioned bounty structure at any time. Affiliate will be notified, via e-mail, of any such revisions.

B. Legal Fine Print

5. Responsibility for your Site

You will be solely responsible for the development, operation and maintenance of your site and for all materials that appear on your site, including the technical operation of your site and all related equipment; the accuracy and appropriateness of materials posted on your site; 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); and ensuring that materials posted on your site are not libelous or otherwise illegal.

We disclaim all liability for matters relating to the development, content, operation and maintenance of your site. Further, you will indemnify and hold us harmless from any and all claims, damages and expenses (including, without limitation, court costs and attorneys' fees) relating to the development, content, operation and maintenance of your site, or the actual or alleged infringement of a third party's intellectual or proprietary property.

6. 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, with or without cause, by giving the other party notice of termination via email.

You are only eligible to earn a bounty on new customers accruing during the term of this agreement. Bounties earned through the date of termination will remain payable only if the related sales orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct bounty amount is paid.

We reserve the right to cancel, withdraw or suspend this Program, in part or in whole, at any time, effective immediately upon sending an email to the address given when you registered. Existing Gameplan Affiliate Program members at that time will be paid for all purchases up until cancellation.

7. Modification

We may modify any of the terms and conditions of this Agreement or the Affiliate Program, at any time and in our sole discretion, by posting a change notice in the Affiliate Newsletter or a new Agreement on our site. Modifications may include, for example, changes in the bounty structure, fee schedules, reporting schedules, payment procedures and Gameplan Affiliate Program rules. If any modification is unacceptable to you, your participation in the Gameplan Affiliate Program following our posting of a change notice or new Agreement on our site will constitute binding acceptance of the change(s).

8. Relationship of Parties and Limited License to Use Logo

You and we are independent contractors 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. By offering the links on our graphics page, we grant you a limited, non-exclusive, revocable license to use the Gameplan logo in the United States only, for the sole, express purpose of advertising, marketing or promoting your affiliate relationship with our site. The Gameplan logo may not be reproduced or used for purposes other than those set forth in this Agreement. Your license and use may be revoked at any time by Gameplan and shall automatically terminate upon the termination of this Agreement. Upon termination of your license, you shall immediately cease all use of the Gameplan logo and other intellectual or proprietary property.

You will not make any statement, whether on your site or otherwise, the effect of which would contradict anything in this Section.

9. 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 Gameplan Affiliate Program, even if we have been advised of the possibility of such damages. Furthermore, in any event, our aggregate liability arising with respect to this Agreement and the Gameplan Affiliate Program will not exceed the total bounties paid or payable to you under this Agreement in the 12 months preceding the event that gave rise to the damages.

10. Disclaimers

We make no express or implied warranties or representations with respect to the Gameplan Affiliate Program or any product sold through the Gameplan Affiliate 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 regardless of the cause or nature of the interruption or error.

11. Independent Investigation

You acknowledge that you have read this Agreement and agree to all of 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, and that we may operate Web sites that are similar to or compete with your Web site. You have independently evaluated the desirability of participating in the Gameplan Affiliate Program and are not relying on any representation, guarantee or statement other than as set forth in this Agreement.

12. Notice

Notice to Gameplan shall be given via e-mail to: affiliates@gameplan.com.hk. Written correspondence may be faxed to: (852) 2527-9808, or sent to: Affiliate Manager, Gameplan. Notice to you, if required, will be sent via e-mail to the e-mail address you provided to us in your Program application. Notice to you may be via the Affiliate Newsletter or an individual e-mail.

13. Miscellaneous

This written Agreement constitutes the entire Agreement between Gameplan and you, the Affiliate. This shall be governed by and construed in accordance with the laws of Hong Kong, SAR. You hereby consent to the venue of the courts of competent jurisdiction in Hong Kong for the resolution of all disputes arising from the Program or this Agreement. Further, you hereby waive all objections to personal jurisdiction 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 be binding on, inure 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.

If any term or section in this Agreement shall be found to be void or contrary to law, such term or section shall be void only to the extent necessary to bring this Agreement within the requirements of the law, and shall be deemed to be severable from the other terms and sections hereof. The remainder of this Agreement shall be given effect as if the parties had not included the severable term herein.

You have had an opportunity to consult legal counsel before agreeing to the terms and conditions of this Agreement. You understand that this is a legally binding contract of which you want to be a party. By clicking "Join Now" below and "Accept" on the registration page, you agree to be bound by the terms above.