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The Highland Woodworking Master Affiliate Agreement

This Affiliate Program Agreement ("Agreement") contains the complete terms and conditions that apply to an individual's or entity's participation in The Highland Woodworking Affiliate Program ("Program"), also known as The Highland Hardware Affiliate Program, as managed by Affiliate Wiz, Adcomplete, LLC. As used in this agreement, "we" or "our" means Highland Hardware, a Georgia corporation, d.b.a Highland Woodworking, "you" or "your" means the participating Web affiliate, individual and/or corporation applying for the program. "Our site" refers to highlandwoodworking.com/highlandhardware.com/tools-for-woodworking.com and "your site" refers to the site entered in the Web site address field of the affiliate application. "Site" means a World Wide Web site.

TERMS AND CONDITIONS

  1. Enrollment in the Program. You should not apply to participate in the Program if the website you wish to link to highlandwoodworking.com (i)promotes illegal activities, sexually explicit materials, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, or (ii) is not yet operational. To enroll in the Program you will complete and submit the Affiliate Application Form found on our web site at  www.highlandwoodworking.com. We will evaluate the application and you will be notified via email when you have been accepted into the Program. Once you are accepted, you will be able to participate in the Program subject to the terms and conditions of the Agreement. Highland Hardware, Inc. has the right in its sole and absolute discretion to reject your application, or terminate your participation in the Program for any reason. If you have multiple URLs or web site, you are required to complete the application process for each site.

  2. Links. In your acceptance email you will be provided instructions and links to The Highland Woodworking Member Administrator Console for logging into Affiliate Wiz to obtain text and image links, monitor your account and manage your Program enrollment. Only the links that have been expressly provided to you by Highland Woodworking and Affiliate Wiz will be used for the purpose of determining commissions that you may be eligible to receive for participating in the Program. The images and links we provide contain the appropriate code to track your referrals. If this code is altered it may not contain necessary tracking information and Highland Hardware, Inc. will not be obligated to pay commissions on sales resulting from those links. In order for accurate tracking, the customer's browser settings must allow cookies to be installed.

  3. Affiliate Responsibilities. You are solely responsible for the development, maintenance and operation of your Site and for all materials that appear on your Site. We disclaim all liability for such materials. You shall indemnify and hold us harmless for all claims, damages and expenses (including, without limitation, attorney's fees) relating to the development, operations, maintenance and contents of your Site and your outbound emails.

    You are responsible for notifying Highland Woodworking of any malfunctioning of the Links or any other problems with regard to your participation in the Program.

  4. Affiliate Prohibitions.

    a) You will not include Highland Woodworking/Highland Hardware/Tools For Woodworking, product names, logos, trademarks, service marks, trade dress or copyrights ("Property") on any Web site that promotes illegal activities, violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.

    b) You will not purchase or operate any domain name that includes a registered trademark owned by Highland Hardware, Highland Woodworking, Tools For Woodworking, or any deliberate variation or misspelling thereof.

    c) You will not purchase advertising for keywords containing The Highland Hardware/ Highland Woodworking/ Tools For Woodworking brand name within any search engine. This includes "Highland Hardware", "Highlandhardware.com", "Highland Woodworking," "Highlandwoodworking.com”, "tools-for-woodworking.com," or any variation or misspelling of these terms. Highland Hardware reserves the right to include additional keywords on the exclusion list either by notice through an amendment to this agreement or by email.

    d) You will not use any Program link in Advertisement to link to any page other than the URL approved with the Program.

    e) You will not use any email, at any time, to advertise or promote the Highland Woodworking, or any product or service related to or offered by Highland Hardware without prior written consent from Highland Hardware for each individual campaign.

    f) You will not use our Property in any press release or print advertisement without obtaining our prior written consent.

    g) You will not pass on the commission earned by being an affiliate of Highland Woodworking as a discount or rebate to your customers or members without obtaining our prior written consent.

    h) You will not use your Links to purchase Highland Woodworking products for resale or commercial use.

    i) You will not submit or encourage others to submit orders to Highland Woodworking in bad faith, such as (but not limited to) placing orders with the intent to return merchandise.

    j) You will not attempt to access any area of our Web Site for which access is not granted.

    k) You will not include our Property within invisible source code.

    l) You will not wrap or frame our Site in any manner without our prior written consent.

  5. Our Responsibilities. Highland Hardware will provide affiliates with instructions, materials and links necessary to participate in our Affiliate Program. Via the Highland Woodworking Member Administrator Console you will have access to reports and information regarding your program activity. Highland Hardware agrees to compensate Affiliates as per the compensation clause of The Highland Woodworking Master Affiliate Agreement. Highland Hardware shall be solely responsible for all aspects of order processing and customer service under this agreement. We shall be solely responsible for operating, maintaining and managing the content of the Highland Woodworking site.

  6. Compensation. Highland Hardware agrees to pay Affiliates 5% of net product sales generated by customers referred to www.highlandwoodworking.com through approved links on your approved affiliate web site. As used herein, net product sales shall mean total revenue collected on merchandise ordered from purchases on The Highland Woodworking Site in accordance with the terms of the Program, less all taxes, shipping and handling charges, cancellations, returns, fraudulent transactions, charge backs and other similar charges.

    Purchases of Educational Classes, Gift Cards, Gift Certificates and Virtual Merchandise Certificates are not eligible to earn commission.

    For a product sale to be eligible for commission, the customer must have followed an approved affiliate link to Our Site from Yours that is trackable by the placement of cookies, purchased the merchandise via Our online system, and paid for the product in full.

    Affiliates are not entitled to any commissions based upon practices in violation of Section 4 Prohibitions.

    Highland Hardware reserves the right to exclude products from program eligibility in the future, with notice provided to Affiliates in a non-commissionable product addendum to this agreement.

    Commissions will be paid quarterly, approximately thirty (30) days after the end of each calendar quarter when amount due exceeds $50.00 dollars. When earned commissions are less than $50.00 dollars, payment will be deferred until the next payment when commissions owed exceed $50.00 dollars, or the month when you cease to be an Affiliate.

  7. Ownership and Licenses.  Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.

    Highland Hardware grants you a revocable, non-exclusive, worldwide license to use, reproduce and transmit the Highland Woodworking name, graphics, logos, text, trademarks, service marks, and proprietary technology, as designated in this Agreement, solely for the purpose of creating links from your Site to highlandwoodworking.com. Except as expressly set forth in this Agreement or permitted by applicable law, you may not alter, copy, distribute, modify, reverse engineer, or create derivative works from the same. You may not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void.

  8. Termination. Either party may terminate this Agreement at any time, for any reason, by providing written notice via letter, fax or e-mail to the other party. In addition, Highland Hardware shall be entitled to terminate this Agreement immediately if you breach or violate any terms or conditions of this Agreement. All rights to payment, causes of action and any provisions which by their terms are intended to survive termination, shall survive termination of this Agreement.

    Upon termination of this Agreement, you will immediately cease use of, and remove from your Site, all Links to our Site, and all Highland Woodworking/Highland Hardware Property provided by us to you pursuant hereto or in connection with the Program. You are only eligible to earn commissions on sales occurring during the term of this Agreement, and commissions earned through the date of termination will remain payable only if the related sales are not canceled or returned by a Customer. In addition, we may invoice you for commissions that were paid to you prior to termination if those commissions related to sales that are subsequently canceled or returned by a Customer. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

  9. Representations. You represent and warrant that (a) you have the authority to enter into this Agreement and sufficient rights to grant any licenses expressed herein, and (b) any material which is provided to us or displayed on your Site will not will (i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) be defamatory or libelous; (iv) violate any laws regarding unfair competition, anti-discrimination or false advertising; (v) promote violence or contain hate speech; or (vii) contain viruses, Trojan horses, worms, time bombs, cancel bots or other similar harmful or deleterious programming routines.

    NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. HIGHLAND HARDWARE, INC. MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY PRODUCTS SOLD THROUGH THE PROGRAM OR THAT OUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE AND WE WILL NOT BE RESPONSIBLE FOR CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

  10. Cross-Indemnification. Each party hereby agrees to indemnify, defend and hold harmless the other party and its directors, officers, and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) and penalties and fines brought by a third party, arising out of a breach, or alleged breach, of any of its representations, prohibitions, or obligations herein.

  11. Limitation of Liability. In no event shall either party be liable to the other party for any direct, indirect, special, exemplary, consequential or incidental damages of the other party, even if informed of the possibility of such damages. We offer no warranties with respect to the Affiliate Program or the products sold through it. There is no assurance of our web site functionality, and we are not liable in any way for the consequences of errors and interruptions. Furthermore, Highland Hardware's aggregate liability arising from this Agreement and the Program shall not exceed the total commissions paid or payable to you under this Agreement.

  12. General. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect, and nothing in this Agreement shall create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. Neither party shall make any statement, whether on their Sites nor otherwise, that reasonably would contradict anything in this paragraph.

    You acknowledge that you have read this Agreement and agree to all terms and conditions of the Agreement. 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 Sites that are similar to or compete with your Site. Furthermore, at our sole discretion we may modify any of the terms or conditions of this agreement including commission percentage, payment schedules and program rules at any time. 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.

    This Agreement is governed by the laws of the State of Georgia. Any disputes arising under this Agreement which cannot be resolved by the parties through negotiation within thirty (30) days shall be settled by final and binding arbitration in the City of Atlanta, State of Georgia, with arbitration/mediation in Fulton County, GA. Written decision of the arbitrator shall be final and binding upon the parties and in such form that judgment may be entered in and enforced by any court having jurisdiction over the parties.

    If you need to send official correspondence, send it via registered mail to Highland Hardware, Inc. 1045 North Highland Ave., Atlanta GA 30306, to the attention of Affiliate Department.

    This Agreement may be agreed to in more than one counterpart, each of which together shall form one and the same instrument. The parties agree that execution may be achieved in any format convenient to the parties.

    The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

     

     

     

     

     

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