1. Enrollment in the Program
To begin the enrollment process, you will submit a complete Program application via our site. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include those that:

promote sexually explicit materials

promote violence

promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age

promote illegal activities

include "sport supply group" or variations or misspellings thereof in their domain names

otherwise violate intellectual property rights or are otherwise objectionable to us

If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement in our sole discretion.

2. Link on Your Site
Once you have been notified that your site has been accepted into the Program, we will provide you with a link to one or more of our sites. We will provide you with guidelines and graphical artwork to use in linking to our home page. To permit accurate tracking, reporting, and gift certificate, we will provide you with special "tagged" link formats to be used in all links between your site and our site. You must ensure that each of the links between your site and our site properly utilizes such special link formats. Links to our site placed on your site pursuant to this Agreement and that properly utilize such special link formats are referred to as "Special Links." You will earn gift certificates only with respect to activity on our site occurring directly through Special Links; we will not be liable to you with respect to any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement. You acknowledge that, by participating in the Program and placing a link to SSG within your site, SSG may receive information from or about visitors to your site or communications between your site and those visitors. Your participation in the Program constitutes your specific and unconditional consent to and authorization for SSG's access to, receipt, storage, use, and disclosure of any and all such information.

3. Order Processing
We will process orders for SSG’s products placed by customers who follow Special Links from your site to our site. We reserve the right to reject orders that do not comply with any requirements that we may establish periodically. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service. SSG agrees to manage the inventory for the on-line store and collect receivables from its sales. We will track sales made to customers who purchase SSG’s products by using Special Links from your site to our site.

4. Gift Certificates
We will issue to you (in accordance with Sections 5 below) gift certificates on product sales that are generated via the Special Link from your site to our site. The certificates can be used to purchase merchandise at catalog prices. Orders may be placed via web, fax, phone, or mail. We will only issue gift certificates on such products after order, payment and shipping have occurred. We will not, however, issue gift certificates on any products that are added to a customer's Shopping Cart or are purchased after the customer has reentered our site (other than through a Special Link), as determined by us, even if the customer previously followed a link from your site to our site. You may not: (a) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity; (b) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of our site; (c) take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring; or (d) post or serve any advertisements or promotional content around or in conjunction with the display of our site (e.g., through any "framing" technique or technology or pop-up windows), or assist, authorize, or encourage any third party to take any such action. If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any gift certificate otherwise issuable to you under this Agreement and/or terminate this Agreement.

5. Gift Certificate Schedule
You will earn gift certificates equal to 5% of Qualifying Revenues. "Qualifying Revenues" are revenues derived by us from our sales of products initiated through the Special Link, excluding costs for shipping, handling, taxes, service charges, credit card processing fees, returns and bad debt.
We will email gift certificates to you on a quarterly basis. Within 45 days following the end of each calendar quarter, we will issue to you a gift certificate good for purchases of products through one of the SSG sites, subject to our standard terms and conditions. In calculating certificate values, we will deduct the corresponding certificate value from your next quarterly payment if a product that generated a gift certificate is returned by the customer. If there is no subsequent payment, we will void your gift certificate or, if the gift certificate has been redeemed, we will send you a bill for the certificate value which you agree to pay within 10 days of the date of our invoice. The certificates will be good for 90 days after the date of issue. If your merchandise total is greater than the value of your certificate, you or your organization will be responsible for paying the difference. Normal shipping and handling terms apply. Gift certificates will be sent to the email address provided by you when signing up for this program. If your email address changes, please contact your sales representative or call 1-800-774-6972.

6. Policies and Pricing
Customers who buy products through this Program will be deemed to be customers of SSG. Accordingly, all SSG rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our 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 our 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.

7. Identifying Yourself as an Associate
You may not issue any press release with respect to this Agreement or your participation in the Program; such action may result in your termination from the Program. We will make available to you a small graphic image that identifies your site as a Program participant. You must display this logo or the phrase "In association with Sport Supply Group, Inc." somewhere on your site. We may modify the text or graphic image of this notice from time to time. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that Sport Supply Group, Inc. supports, sponsors, endorses, or contributes money to any charity or other cause). SSG may issue a press release with respect to this Agreement or your participation in the Program.

8. Limited License
We grant you a nonexclusive, revocable right to use the graphic image and text described in Section 7 and such other text or images for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist in generating product sales. You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our trademark guidelines, as those guidelines may change from time to time. We may revoke your license at any time by giving you written notice.

9. Responsibility of 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. For example, you will be solely responsible for:

The technical operation of your site and all related equipment

The accuracy and appropriateness of materials and promotions 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)

Ensuring that materials posted on your site are not libelous or otherwise illegal

Ensuring that your site accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors

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, with or without cause, by giving the other party 10 days prior 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 SSG trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are eligible to earn gift certificates only on our sales of products that occur during the term, and gift certificates earned through the date of termination will remain issuable only if the related orders are not canceled or returned. We may withhold your final certificate for a reasonable time to ensure that the correct amount is issued.

11. Modification
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available gift certificates, issuance procedures, and Program rules. 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 CONSTITUTE 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 would contradict anything in this Section.

13. 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 aggregate liability arising with respect to this Agreement and the Program will not exceed the total gift certificates issued or issuable to you under this Agreement.

14. Disclaimers
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, NONINFRINGEMENT, 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.

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 OTHER THAN AS SET FORTH IN THIS AGREEMENT.

16. Arbitration
Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with us or any of our affiliates shall be submitted to confidential arbitration in Dallas, Texas, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the state of Texas (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

17. Miscellaneous
This Agreement will be governed by the laws of the United States and the state of Texas, without reference to rules governing choice of laws. 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.