ROCKLER COMPANIES, INC.

AFFILIATE AGREEMENT

This agreement contains the terms and conditions that apply to an individual’s or entity’s participation in Rockler.com’s Affiliate Program (the "Program"). In this agreement, "we" refers to Rockler Companies, Inc., a Minnesota corporation, d.b.a. Rockler.com, and "you" refers to the affiliate, individual and/or corporation applying for the program. "Our Site" refers to Rockler.com and "Your Site" refers to the site entered in the Web site Address field of the affiliate application form.

1

ENROLLMENT

To enroll in the Program you will complete and submit the Affiliate Application Form as found on our web site at www.rockler.com. Submission of this application is considered acceptance of the terms of this agreement. We will evaluate your application and notify you of the acceptance or rejection of your application. We reserve the right to accept or reject any application at our sole discretion for any or no reason. We will not accept applications for web sites that we find unlawful, harmful, defamatory, obscene, discriminatory or objectionable.

If you have more than one web site to enroll, you must complete a separate application for each one.


2

LINKS AND PROGRAM CONTENT

Upon acceptance in the Program, you will receive instructions for linking to Our Site and for logging into our back office to access reports, maintain your account and obtain program materials.

To ensure accurate tracking, all your links to Our Site must contain the appropriate affiliate code. We will provide you with instructions for adding this code in links to our web site. If your links do not contain the appropriate code, we will not be able to track your referrals nor will we be obligated to pay you commissions on sales or requests resulting from those links.

As an affiliate, you may have as many links to our web site as you desire. In addition, you may link to any active page on our web site, as long as you follow our instructions to ensure proper linking. We will provide you with program materials (graphics, text, or other media) that you can use on your web site for the sole purpose of linking to our web site under the terms of this agreement. We may discontinue use or replace this material at any time. Upon request, you shall remove, modify or replace any program material from your web site with new material as provided by us. We may monitor Your Site at any time and from time to time to determine if you are in compliance with the terms and conditions of this Agreement.

We will provide return links to Your Site from Our Site for all customers referred from your site on that visit.


3

OUR RESPONSIBILITY

We will be responsible for providing the information and content you need to participate in our affiliate program. This includes:

  • Providing instructions, materials and links for you to participate in the program
  • Providing information to you regarding your program activity
  • Compensating you for the agreed amount of program commissions
  • Providing links back to Your Site for visitors arriving from a program link from your web site

We will be responsible for providing all aspects of order processing and customer service under the program.


4 COMPENSATION

Effective June 1, 2008 we will pay you a standard commission of five percent (5%) on all net product sales generated by customers referred from your web site. For a product sale to be eligible to earn a commission, the customer must have followed an affiliate link to Our Site from yours, purchased the product using our online order system, and paid for the product in full. Any commissions paid to you or credited to your account on sales generated by Your Site that result in returns, cancellations, bad debt, or fraud will be deducted from your current affiliate balances. Net product sales are defined as total merchandise sales less tax, handling and freight.

We will also pay you a referral fee of seventy-five cents ($0.75) on any catalog request generated by customers referred by your web site. For a catalog request to be eligible to earn a commission, the customer must have followed an affiliate link to Our Site from yours, requested the catalog using our online catalog request form, and the catalog request must be for an address within the United States of America. Any catalog requests to bad or non-existent addresses will be deducted from your current affiliate balances. Any attempt to manipulate or fraudulently create catalog requests, will result in a termination of this agreement and the forfeiture of any referral fees or commissions due.

When total commissions due to you exceed $25.00 dollars ($25.00), we will send you a check in the amount of the earned commission less any taxes required to be withheld under applicable law. Checks will be sent approximately thirty (30) days after the end of each calendar month.


5 ACTIVITY REPORTS

We will give you a password and link to enter our affiliate back office, where you can see your affiliate sales, catalog requests and commissions due on a daily basis.


6 POLICIES AND PRICING

Users who access our site through the program are customers of Rockler Companies, Inc. Accordingly, all of our policies (including prices and pricing policies), and operating procedures concerning customer orders, customer service and product sales shall apply. We may change our policies and operating procedures at any time with or without notice. This includes the right to change prices of products. Therefore, you shall not include price information in your product descriptions unless we have given permission to do so in advance.

As of October 1, 2009 Rockler Companies, Inc. will not allow any affilates in North Carolina or Rhode Island.


7 LICENSES AND USE OF LOGOS, TRADEMARKS AND COPYRIGHTED MATERIALS

During the term of this agreement, we grant you a non-exclusive, non-transferable, revocable right to link to Our Site according to the terms of this agreement, and solely in connection with such links, to use our Rockler.com and Rockler Woodworking and Hardware trademarks and logos, product graphics and text or similar identifying material on our web site for the sole purpose of promoting our products on Your Site. You may not alter, modify or reproduce this material in any way without obtaining prior written permission from Rockler Companies, Inc. We reserve all rights in our trademarks, logos, copyrights and other graphic and textual materials on our web site. All your rights to this material end upon termination of this agreement by either party.

Use of Rockler trademarks, logos and copyrights outside of Your Site is forbidden. This includes, but is not limited to, keyword advertising on search engines and other web sites.


8 YOUR RESPONSIBILITY You, at your sole cost and expense, will be responsible for the creation, maintenance and operation of your web site and all the materials found on it. This includes:
  • Cooperating with us to establish and maintain links to our web site.
  • Cooperating with us to display program material on Your Site.
  • Ensuring that the materials viewed are not libelous, in violation of any copyrights, or in any way illegal.
  • The technical operation of Your Site and related equipment.

9 OUR AFFILIATION

You and Rockler Companies, Inc. are independent contractors. No part of this agreement shall construe any joint venture, partnership, employment relationship, or franchise between us.


10 TERM

The term of this agreement will begin when you submit your enrollment application and will end when terminated by either party. You or we may terminate this agreement at any time, with or without cause, by giving notice to the other party via letter, fax or e-mail.


11 MODIFICATION OF THIS AGREEMENT

We may modify any of the terms or conditions of this agreement at any time at our sole discretion by e-mail and/or by posting a notice of change at our web site. Modifications may include but are not limited to: referral commissions paid, payment schedules, payment procedures, and rules of the program. If any modification is unacceptable to you the only course of action for you is to terminate this agreement as outlined above. Your continuance of participation after a modification posting will constitute agreement with the modification.


12 DISCLAIMERS

We will not be liable for any damages arising from the activities within this agreement. Our total liability will not exceed the payments of commissions as outlined within this agreement.

We offer no warranties directly or indirectly with respect to the Affiliate program or the products sold through it. There is no assurance or warranty of our web site functionality or performance. We will not be liable in any way for the consequences of errors or interruptions.


13 LIMITATION OF LIABILITY

We shall not be liable for direct, indirect, special, or consequential damages, or any loss of revenue, profits or data arising in connection with this agreement or your participation in our affiliate program. Your sole remedy available with respect to this agreement or any breach of this agreement by Rockler Companies, Inc. shall be to terminate this agreement.


14 ACKNOWLEDGMENT

You acknowledge that you have read this agreement and agree to all its terms and conditions. You hereby represent and warrant that you have binding authority to enter into this agreement, and that this agreement has been duly and validly executed and delivered by you, and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms. You understand that we may at any time enter into agreements for referrals with other parties with terms that may be different from those within this agreement and or operate websites that are similar to or compete with yours. You have independently evaluated the desirability of participation in this program and are not relying on any other representation, statement or guarantee other than that which is in this agreement.


15 INDEMNIFICATION

You agree to indemnify and hold harmless Rockler Companies, Inc. and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgements, settlements, costs, and expenses (including reasonable attorneys’ fees and expenses) (hereinafter referred to as "Losses") which may arise from, directly or indirectly, (i) any claim that our use of your name, logos or trademarks infringe any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to Your Site, including, without limitation, content therein not attributable to Rockler Companies, Inc.

We shall indemnify you against Losses that arise out of any claim that your use of the images, text or materials provided to you by Rockler Companies, Inc. infringe any rights of a third party, provided that the images, text or materials have not been modified by anyone other than Rockler Companies, Inc.


16

GOVERNING LAW

This agreement will be governed by the laws of the United States and the State of Minnesota, 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 Minneapolis, Minnesota, and you irrevocably consent to the jurisdiction of such courts.