Affiliation Agreement

THIS IS A LEGAL AND CONTRACTUALLY BINDING AGREEMENT BETWEEN THE AFFILIATE AND TreeGivers.com. YOU APPLY BY COMPLETING AND SUBMITTING THE AFFILIATE APPLICATION AND BY CLICKING ON THE "ACCEPT TERMS" BUTTON TO INDICATE YOUR WILLINGNESS TO BE BOUND TO Treegivers.com BY THIS AGREEMENT. THIS AGREEMENT WILL TAKE EFFECT IF AND WHEN Treegivers.COM REVIEWS AND ACCEPTS YOUR APPLICATION AND GIVES YOU NOTICE OF ACCEPTANCE. BY SUBMITTING YOUR APPLICATION, AFFILIATE CERTIFIES THAT YOU HAVE READ AND UNDERSTOOD THE TERMS SET FORTH BELOW, AND THAT YOU ARE AUTHORIZED TO SUBMIT THIS APPLICATION BY THE NAMED AFFILIATE.

To begin the enrollment process, you will submit a complete an affiliate application via the Commission Junction site. Treegivers.com will evaluate your application in good faith and will notify Company of acceptance or rejection in a timely manner. Treegivers.com may reject your application if TreeGivers.com determines (in its sole discretion) that Company s site is unsuitable for the Affiliate Program for any reason, including, but not limited to, inclusion of content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable.

As a Treegivers.com Affiliate, Company will have access to banners, buttons, icons, text links, and other items ("links"), which are subject to the terms and conditions hereof. These items, along with links to other areas of our site, will be made available to Company through the Commission Junction site. Company may post as many links to our site on your site as Company deems appropriate. The position, prominence and nature of links on your site shall comply with any requirements specified by us, but otherwise will be at your discretion.

To permit accurate commission tracking and reporting, Company will link its site to areas within TreeGivers.com site using special "tagged" link URLs. These special URLs are generated by way of the Commission Junction site or as otherwise instructed by TreeGivers.com. Company must ensure that each of the links between its site and TreeGivers.com's site properly utilizes such tagged URLs. Company will only earn commissions with respect to activity on our site occurring directly through tagged URLs. TreeGivers.com will not be liable to Company with respect to any failure by Company to use tagged URLs, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to Company pursuant to this agreement.

TreeGivers.com shall not be responsible to Company for reporting, maintaining or retaining any information in connection with, relating to or arising out of this agreement including, without limitation, net sales. Company s request for any such information shall be directed solely to Commission Junction in accordance with the terms and conditions of the Commission Junction Service Agreement.

Only Qualifying Sales of Products that are sold by TreeGivers.com, shipped to a customer and for which TreeGivers.com has received full payment will qualify for a Commission. No Commission will be paid on that portion of a customer's payment which relates to shipping, handling, sales tax, and other similar charges.

Commission amounts are tracked and paid by Commission Junction. Company may request a payment/withdrawal once Company s account balance reaches twenty-five dollars ($25.00). Payments are made for commissions earned in the previous calendar month.

Any sale of a Product which emanates from Affiliate's TreeGivers.com link to the TreeGivers.com web site, where it is added to the customer's shopping cart and ordered from Treegivers.com on the TreeGivers.com order forms, will constitute a "Qualifying Sale" of a Product for purposes of determining Affiliate's Commission.

Order Processing All of the rules, operating procedures and policies of TreeGivers.com regarding customer orders and accounts will apply to orders received through special links on Affiliate's TreeGivers.com link. TreeGivers.com reserves the right to reject any order in its sole discretion.

Commission Junction will be solely responsible for tracking sales made to customers who follow Affiliate's TreeGivers.com links. Affiliate will be solely responsible for ensuring that its TreeGivers.com links are formatted properly and maintained in a manner which allows Commission Junction to track such sales. No Commission shall be paid if the customer cannot be tracked by Commission Junction's system or if the customer accesses the TreeGivers.com site through other than the Affiliate's Treegivers.com links. Commission Junction will provide Affiliate with access to on-line statements of Qualifying Sales activity.

Customers who purchase objects through the TreeGivers.com Affiliate Program are customers of TreeGivers.com. Affiliate has no authority to make or accept any offer on behalf of TreeGivers.com All TreeGivers.com policies regarding customer orders, including object availability, pricing and problem resolution, will apply to these customers. Affiliate has no authority to make, and TreeGivers.com is not responsible for, any representations made by Affiliate which contradict these policies.

The term of this Agreement will commence on the date that your application as an Affiliate is approved by TreeGivers.com and will end when terminated by either party. Either Affiliate or TreeGivers.com may terminate this Agreement at any time, with or without cause, by giving the other party written or e-mail notice of termination. Affiliate will continue to receive Commission payments for all Product orders placed during the term of this Agreement. Treegivers.com reserves the right to delay payment of any final Commissions for a reasonable time in order to ensure that the correct amount is paid and to ensure that the Products are not returned.

Neither party shall be liable to the other as a result of the expiration of any termination of this Agreement, including for any moneys expended, damages suffered or liabilities incurred by either in conducting or promoting their respective businesses, or for lost profits or consequential damages of any kind.

Treegivers.com may modify any of the terms and conditions contained in this agreement, at any time and in TreeGivers.com s sole discretion, by posting a change notice or a new agreement on our site or on the Commission Junction site. Modifications may include, for example, changes in the scope of available commissions, commission schedules, payment procedures, and program rules.

IF ANY MODIFICATION IS UNACCEPTABLE TO COMPANY, COMPANY S ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. COMPANY S CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

Company and TreeGivers.com are independent contractors, and nothing in this agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Company will have no authority to make or accept any offers or representations on our behalf. Company will not make any statement, whether on Company s site or otherwise, that reasonably would contradict anything in this section.

Treegivers.com makes 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, TreeGivers.com makes no representation that the operation of our site will be uninterrupted or error-free, and TreeGivers.com will not be liable for the consequences of any interruptions or errors.

Company hereby agrees to indemnify, defend and hold shop4art.com harmless and our affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) relating to the development, operation, maintenance and contents of affiliates site.

TreeGivers.com hereby agrees to indemnify, defend and hold harmless you and your affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) relating to a defect in any of our products.

Company agrees that Commission Junction is an intended third party beneficiary of this agreement.

In no event shall Treegivers.com be liable to Company for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages. Further, our aggregate liability arising with respect to this agreement will not exceed the total commissions paid or payable to Company under this agreement.

COMPANY ACKNOWLEDGES THAT COMPANY HAS READ THIS AGREEMENT AND AGREES TO ALL ITS TERMS AND CONDITIONS. COMPANY UNDERSTANDS THAT TreeGivers.com MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH COMPANY S WEBSITE. COMPANY HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

This agreement will be governed by the laws of the United States and the state of New Hampshire, 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 Hampshire, and Company irrevocably consents to the jurisdiction of such courts. Company 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. Treegivers.com s failure to enforce Company s 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. TreeGivers.com, is a New Hampshire company having a place of business at PO Box 44
134 Main St. Room 212
Littleton, NH 03561

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