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The Stonewall Kitchen Affiliate Agreement

This Stonewall Kitchen Affiliate Agreement ("Agreement") contains the complete terms and conditions that apply to an individual's or entity's participation in the Stonewall Kitchen Affiliate Program (the "Program"), which is operated through the LinkShare Affiliate Network ("LinkShare Network") operated by LinkShare Corporation ("LinkShare"). This Agreement is made and entered into by Stonewall Kitchen, LLC. ("Stonewall Kitchen"), and you, the applicant. As used in this Agreement, "we" means Stonewall Kitchen and "you" means the applicant.

Terms and Conditions
To begin the enrollment process, you need to submit a complete Program application at the LinkShare Site located at www.linkshare.com. We will evaluate your application and will notify you through the LinkShare Site of your acceptance or rejection. We may reject your application for any reason, including, but not limited to our determination, in our sole discretion, that your Site is unsuitable for the Program. Unsuitable Sites include, but are not limited to, those that: (a) contain or link to nudity or pornography or promote sexually explicit materials; (b) promote violence; (c) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (d) promote illegal activities; (e) infringe our intellectual property rights or those of any third party or otherwise violate the rights of any third party; (f) contain, in our sole judgment, material that is defamatory, fraudulent, or harassing to us or any third party; (g) promote the use of any pyramid or similar schemes; or (h) include "Stonewall Kitchen" or variations or misspellings thereof, in their domain names or in any metatags or other hidden text.

If we accept your application, LinkShare will provide you with access to its affiliate gateway on the LinkShare Network. 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 determined in our sole discretion to be unsuitable for the Program, we may terminate this Agreement at any time.

1. Offers and Engagements

1.1. From time to time, we may post on The LinkShare Network™ offers to pay to other participants a specified commission in return for certain advertising services leading to a Qualifying Link (defined below). If such offers receive an identification number from The LinkShare Network™ they shall be deemed to be an "Offer" for purposes of this Agreement. The term "Offer" shall also include any counter-offers resulting from an Offer.

1.2. If an Offer made by one party is accepted by the other party in accordance with the Offer's terms via The LinkShare Network™ , an "Engagement" will have been formed. Each Engagement shall have the same identification number as the original Offer that lead to the Engagement and shall be governed by the terms and conditions of this Agreement. However, in the event of any inconsistency between the terms of the specific Engagement and the terms of this Agreement, the terms of the Engagement shall govern.

1.3. At any time prior to you providing a Qualifying Link, we may with or without notice (a) change, suspend or discontinue any aspect of an Offer or an Engagement or (b) remove, alter, or modify any graphic or banner ad submitted by you for an Offer or an Engagement. You agree to promptly implement any request from us to remove, alter or modify any graphic or banner ad submitted by us that is being used by you as part of an Engagement.

2. Your Responsibilities

2.1. You will link your site to areas within our site using special URLs specified in the Engagement (the "Required URLs"). You may post as many links to the Required URLs and the rest of our site as you like on your site. The position, prominence and nature of links on your site shall comply with any requirements specified in the Engagement, but otherwise will be in your discretion.

2.2. You agree not to make any representations, warranties or other statements concerning Stonewall Kitchen, StonewallKitchen.com, any of our products or services, or our site policies, except as expressly authorized by the Engagement.

2.3. You are responsible for notifying us and The LinkShare Network™ of any malfunctioning of the Required URLs or other problems with your participation in the Engagement. We will respond promptly to all concerns upon notification by you.

3. Commissions

3.1. Stonewall Kitchen agrees to pay you the commission specified in the Engagement if we sell to a visitor to StonewallKitchen.com (a "Customer") a product or service that is the subject of the Engagement and if that Customer has accessed StonewallKitchen.com and purchased the product or service via a Qualifying Link.

3.2. A "Qualifying Link" is a link from your site to our site using one of the Required URLs or any other URL provided by us for use in The LinkShare Network™ if it is the last link to our site that the Customer uses during a Session where a sale of a product to a Customer occurs. A "Session" is the period of time beginning from a Customer's initial contact with our site via a link from your site and terminating when the Customer either returns to our site via a link from a site other than your site or the Engagement expires or is terminated.

3.3. Stonewall Kitchen shall have the sole right and responsibility for processing all orders made by Customers. You acknowledge that all agreements relating to sales to Customers shall be between Stonewall Kitchen and the Customer.

3.4. All determinations of Qualifying Links and whether a commission is payable will be made by The LinkShare Network™ and will be final and binding on both Stonewall Kitchen and you. Prices for the products will be set solely by Stonewall Kitchen in its discretion.

4. Ownership and Licenses

4.1. 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, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.

4.2. Stonewall Kitchen grants you a revocable, non-exclusive, license to use, reproduce and transmit the name, logos, trademarks, service marks, trade dress and proprietary technology, as designated in the Engagement or during the registration process in The LinkShare Network™, on your site solely for the purpose of creating links from your site to our site during Engagements. Except as expressly set forth in this Agreement or permitted by applicable law, you may not 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.

5. Termination

5.1. Either party may terminate any Engagement at any time by deleting their acceptance of the Engagement through The LinkShare Network™. Termination of an Engagement shall not terminate this Agreement or any other Engagement.

5.2. Either party may terminate this Agreement at any time, for any reason, provided that they provide at least five day's prior written notice of such termination to the other party and The LinkShare Network™. Termination of this Agreement shall also terminate any outstanding Engagements. However, 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.

6. Representations

6.1. Each party represents to the other that (a) it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby, and (b) any material which is provided to the other party and displayed on the other party's site will not (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) be lewd, pornographic or obscene; (v) violate any laws regarding unfair competition, anti-discrimination or false advertising; (vi) promote violence or contain hate speech; or (vii) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines.

6.2. EXCEPT FOR THE ABOVE REPRESENTATIONS 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.

7. Cross-Indemnification

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

8. LinkShare Required Provisions

8.1. Stonewall Kitchen and you jointly and severally hereby agree to indemnify, defend, and hold harmless The LinkShare Network™ and LinkShare Corporation and its affiliates, officers, directors, employees and agents (collectively, "LinkShare") from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to any Offer, Engagement, any other matter related to this Agreement or the subject matter hereof any dispute relating thereto.

8.2. The parties agree that LinkShare may rely on any data, notice, instruction or request furnished to LinkShare by either party which is reasonably believed by LinkShare to be genuine and to have been sent or presented by a person reasonably believed by LinkShare to be authorized to act on behalf of one of the parties. In the event of any dispute between the parties, the parties agree that to the extent the parties contact and involve LinkShare, LinkShare may consult with and use counsel of its own choice in connection with such dispute and the reasonable fees and disbursements of LinkShare's counsel shall be within the costs and disbursements covered by the indemnity specified in Section 8.1 above.

8.3. The parties acknowledge and agree that this Agreement and the Engagements are only made possible due to LinkShare and that the parties shall not, for the duration of this Agreement and for twenty-four (24) months thereafter, enter into any advertising, collaborations or other commercial arrangements with each other in connection with their sites on the World Wide Web except via The LinkShare Network™.

8.4. Stonewall Kitchen and you acknowledge and agree that the nature of the Product is such that in its normal operation it may access and download elements of software data from resources which are external to the computer or device running the Product, such as Product enabled servers. Stonewall Kitchen and you acknowledge that LinkShare has not undertaken to provide such external resources or servers and specifically disclaims any representation or warranty as the availability, quality or performance of such resources or whether they may contain any defects which may affect the performance of the Product or our or your computer. LinkShare shall not be responsible for provision of any communications facilities or the costs associated with such communications.

8.5. Merchant and Partner agree that LinkShare is an intended third party beneficiary.

9. Limitation of Liability

9.1. In no event shall either party be liable to the other party for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages.

9.2. The parties agree that The LinkShare Network™ and LinkShare Corporation and its affiliates, officers, directors, employees and agents shall not be liable to either party for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages.

10. General

10.1. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.

10.2. The parties agree that The LinkShare Network™ and LinkShare Corporation are intended third party beneficiaries under this Agreement.

10.3. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of Delaware. Any action to enforce this Agreement shall be brought in the federal or state courts located in Delaware. If you need to send official correspondence, send it via registered mail to Stonewall Kitchen; c/o E-Commerce Department; Two Stonewall Lane; York, ME 03909; to the attention of the E-Commerce Manager.

10.4. 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.

10.5. 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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