Wine Cellars, Ice Machines, Ice Makers, Commercial Appliances & Outdoor Products

MMI AFFILIATE PROGRAM AGREEMENT

("Agreement"), as of 07/01/06 the IceandWine.com Affiliate Program available through and described at http://www.iceandwine.com/affiliates as may be modified by IceandWine.com from time to time. The IceandWine.com Affiliate Program ("Program"), is owned and operated by MMI Distribution, Inc. ("MMI"), a Delaware corporation, and is offered to you ("You" or "Your") under the following terms and conditions:

1. Program Enrollment. Upon completing the registration process for the Program, You will become enrolled in the Program upon MMI's acceptance of Your application, which shall be at the sole discretion of MMI. If you or your website already has a business relationship with MMI through which you receive commissions, coupons, or discounts, you may not become an Affiliate without the prior written consent of MMI.
   
   
2. Links. MMI grants You a non-exclusive, revocable license to (i) display, prominently on Your web site ("Your Site") as identified in the Program registration form MMI's graphic button links (each a "Link")and (ii) establish electronic links between Your Site and MMI's web site located at http://www.iceandwine.com (the "MMI Site"), using the Links. It is Your responsibility to install and format all Links properly in accordance with the instructions provided by MMI. MMI shall not be under any obligation to assist You in installing or formatting the Links. You may not in any way modify the Links or alter their size. MMI reserves the right to modify the Links at its sole discretion and You agree to update the Links within five (5) business days of receiving notice of any such modification. You shall, upon termination of this Agreement for any reason, immediately cease all use of the Links and remove them from Your Site. Use of the MMI trademark hereunder and any associated goodwill shall inure solely to MMI.
   
   
3. Commissions and Payment Schedule. Within forty (40) days after the end of each calendar quarter during the term of this Agreement, MMI agrees to pay You five percent (5%) of the Transaction Revenues (as defined below) on all product sales. "Transaction Revenues" shall mean amounts received by MMI for purchases by customers arriving from a Link on Your Site tracked by MMI (each a "Transaction"), reduced by (i) shipping and handling charges, taxes, processing fees and similar charges, and (ii) returns, bad credit, credit card fraud, and any credits and allowances issued by MMI to customers; provided, however, that no payment shall be made for any given month for which the affiliate fees owed to You under this section are less than fifty dollars ($50.00); in that event, all fees payable shall be carried over to successive months and paid upon the earlier of (x) such time as the cumulative fees payable to You equal or exceed fifty dollars ($50.00) and (y) MMI's or your termination of your enrollment in this Affiliate Program. Concurrent with such payment MMI will provide You with an electronic report detailing the Transactions for the reporting period. Tracking of Transactions requires and is dependent upon the proper installation and formatting of the Links on Your Site in accordance with the provided instructions. In the event that MMI elects to provide You with online access to such records via password, You agree to keep such password confidential and not to disclose it to any third party or allow any third party to use it.
   
   
4. MMI offers an optional service for larger affiliates who have multiple sites that enables You to track transactions in one report ("FlexTrack Service"). In exchange for your right to receive the FlexTrack Service, You agree to the following conditions:
   
   
   1. You agree not to use any of the information provided in Service reports to identify or allow others to identify unique individual customer activity conducted by MMI, You further agree not to access or release, or allow others to access or release, and transactional-level data or other information that could be used to identify a customer of MMI.
      
      
   2. You agree not to transfer or reuse any data provided to you through the Service.
      
      
   3. You agree that you shall be solely responsible for disbursement of referral fees to your sub-affiliates. Neither MMI nor the Program shall have any direct or implied relationship with any of Your sub-affiliates, nor shall MMI or the Program have any responsibility to provide any information or services to them.
      
      
   4. MMI makes the Service available to you at your option. Should you decide to use the Service, you are solely responsible for technical implementation of the generated link code that enables the Service. For instructions on this procedure, contact us by clicking here.
      
      
   5. During the process of implementation, You will conduct appropriate testing and verification of bfinfo tracking including link creation, click-thru, ordering, and reporting as necessary to insure correct and dependable operation of the Service.
      
      
   6. You agree to INDEMNIFY, DEFEND, and HOLD HARMLESS MMI from all damages and costs (including attorneys' fees) incurred by MMI arising out of any claim that You violated any privacy right in connection with Your use of the information provided to You by the Service.
      
   
   
5. Warranties; Indemnity. You warrant to MMI that Your Site does not and will not (i) violate any applicable laws or regulations, including, without limitation, copyright, trademark, obscenity, privacy and defamation laws, or (ii) contain any sexually-explicit content. You agree to defend, indemnify and hold MMI harmless (including for attorneys' fees and court costs) against any claims, actions or demands arising out of any breach of the foregoing warranty.
   
   
6. Special Offers. You agree not to post any special offers or coupon codes available at www.iceandwine.com on Your Site other than those specifically provided to you as part of the Program.
   
   
7. Termination. Either party may terminate this Agreement at any time. Upon termination for any reason, MMI shall have the right to withhold final payment hereunder to ensure proper computation of any deductions for returns, bad credit, credit card fraud, and any credits and allowances issued to customers following such termination. Sections 4 through 8 of this Agreement shall survive termination of this Agreement.
   
   
8. Warranty Disclaimer. MMI MAKES NO WARRANTIES WITH RESPECT TO THE PROGRAM, THE WWW.ICEANDWINE.COM WEB SITE, OR THE NUMBER OF TRANSACTIONS GENERATED THROUGH THE PROGRAM, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
   
   
9. Limitation of Liability. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EXCEPT FOR BODILY INJURY, MMI WILL NOT BE LIABLE WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; OR (II) IN ANY CASE, FOR ANY AMOUNTS IN EXCESS, IN THE AGGREGATE, OF THE COMMISSIONS PAID TO YOU HEREUNDER DURING THE SIX MONTH PERIOD PRIOR TO THE DATE ANY ALLEGED CAUSE OF ACTION AROSE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
   
   
10. General. MMI reserves the right to modify or cancel the Program or any aspect thereof, by providing You with e-mail notice or notice on the Program web page on the MMI web site. You shall be responsible for noting any such changes. After ten (10) business days' notice of such changes, You will be deemed to accept such changes. You will make no public announcement or press release regarding the relationship entered into hereunder with the prior written approval of MMI. MMI may use Your trademarks and logos for identification purposes in its marketing material and press releases. Except as otherwise set forth herein, all notices under this Agreement shall be in writing and shall be deemed to have been duly given when receipt is electronically confirmed, if transmitted by facsimile or e-mail, or upon receipt, if sent by certified or registered mail, return receipt requested. You may not assign or transfer any rights or obligations under this Agreement without the prior written approval of MMI, and any attempt to do so shall be void and without effect. MMI may assign this Agreement in whole or in part. MMI will not be responsible for any delay in the performance of its obligations hereunder caused by any acts, omissions, or events beyond the control of MMI. This Agreement represents the complete agreement and understanding between You and MMI with respect to the subject matter herein, and supersedes any other written or oral agreement. The invalidity or unenforceability of any provision of this Agreement shall not affect the enforceability or validity of any other provision. This Agreement shall be governed by the laws of the State of New York, without regard to conflicts of laws provisions thereof. You agree and consent to the sole jurisdiction and venue for actions related to this Agreement shall be the state and federal courts located in New York, NY.