This agreement (“Agreement”) is by and between Grove Tools, Inc., a California corporation with offices located at 275 Bel Marin Keys Blvd, Ste B, Novato, California 94949 (“The Grove”) and you. Unless the context requires otherwise, The Grove may also be referred to as “us, we, or our” and you shall be referred to as “you, your, or Affiliate.” By becoming an affiliate of The Grove, and clicking accept below, you agree to the following terms of our affiliate program (“Program”): Enrollment as an Affiliate You will submit a complete Program application provided by The Grove. We will evaluate your application and will notify you of its 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, but are not limited to, those that promote (1) sexually explicit materials, (2) violence, (3) discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, (4) illegal activities, (5) the use of “grove” or any other trademark of The Grove or variations or misspellings of any of them, in its URL to the left of the top-level domain name (e.g., “.com”, “.net”, “.uk”, etc.), or (6) otherwise violate any intellectual property rights. Terms of Participation By participating in the Program, you agree that you will not engage in any activities listed in Paragraph A(1)-(6) above. If we accept your application and your site is later determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement. Participation in the Program is limited to parties that lawfully can enter into and form contracts under applicable law. For example, minors are not allowed to participate in the Program. Referral fees We agree to pay you certain referral fees as described on our website for referred sales made by customers. The referral fee schedule is subject to change without notice at The Grove’s sole discretion. Currently, The Grove pays referral fees on amounts actually received from the customer. Such referral fees will be paid within thirty (30) days of the end of each quarter, with each quarter ending on March 31, June 30, September 30 and December 31 of each year, less any amounts credited for returned products. Site Requirements By participating in the Program, you agree to comply with the following linking and technical requirements: (1) Once you have been notified that your site has been accepted into the Program, we grant you a revocable, non-exclusive, worldwide, royalty-free license for the duration of the term of this Agreement, solely for purposes of facilitating referrals from your site to the grove.com Site, to provide on your site one or more of the following types of links to The Grove.com Site: (2) General Link to Grove.com Site Store Home Page: You may provide a general link on your site to the store home page of The Grove.com Site. (3) We will provide you with guidelines and graphical artwork to use in linking to The Grove.com Site store home page. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with a special “tagged” link format to be used in all links between your site and The Grove.com Site. You must ensure that each of the links between your site and The Grove.com Site properly utilizes such special link formats. Links to The Grove.com Site placed on your site pursuant to this Agreement and which properly utilize such special link formats are referred to as “Special Links.” You will earn referral fees only with respect to activity on The Grove.com 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. Limited License We grant you a nonexclusive, revocable right to use certain images and text, determined by The Grove, solely for the purpose of identifying your site as a Program participant and to assist in generating The Grove product sales. You may not use such image or text in an offline promotion or other offline manner (e.g., in any printed material, mailing or other document). 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. We may revoke your license at any time by giving you written notice. No Publicity 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 The Grove” 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 we support, sponsor, endorse, or contribute money to any charity or other cause). Your Site is Your Responsibility You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. We disclaim all liability for these matters. Compliance with Laws As a condition of your participation in the Program, you agree that while you are an affiliate you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are an affiliate. Without limiting the foregoing obligation, you agree that as a condition of your participation in the Program you will comply with all applicable laws (federal, state or otherwise) that govern online marketing and email, including without limitation, the Children’s Online Privacy Protection Act (COPPA), the CAN-SPAM Act of 2003, and the Americans with Disabilities Act. Termination Either party may terminate this Agreement for any reason at any time. Representations and Warranties WE MAKE NO WARRANTIES OR REPRESENTATIONS TO YOU OF ANY KIND, EXPRESSED OR IMPLIED, WITH RESPECT TO YOUR RELATIONSHIP WITH THE GROVE. WE EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS OF THIS SERVICE FOR A PARTICULAR PURPOSE. WE MAKE NO REPRESENTATION THAT THE OPERATION OF THE GROVE.COM SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. WE SHALL NOT BE LIABLE FOR ANY DAMAGES SUFFERED BY YOU, WHETHER INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL, REGARDLESS OF CAUSE OR FAULT. IF WE ARE DEEMED TO HAVE ANY LIABILITY, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT. Indemnification You will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys’ fees) relating to your website and/or your participation in the Program. Assignment This Agreement is personal to you. You may not assign your rights under this agreement without our prior written consent. If you assign your rights, you shall remain liable to us for any damages we suffer under this Agreement. We may assign this agreement at any time for any reason. Changes to this Agreement We reserve the right to change the terms and conditions of this Agreement at our sole discretion. Your continued participation in the Program after said changes constitutes acceptance of those new terms and conditions. If you do not agree to the new terms and conditions, you may terminate this Agreement. Notification of Account Changes You agree to provide us with such other information relating to your participation in this Program as we deem necessary or desirable. You agree to notify us if your address, email address, telephone number, billing information, etc. changes. Notices All notices given pursuant to this Agreement shall be in writing and may be delivered, to the parties at the address set forth at the beginning of the Agreement, by (i) personal service, receipt required; (ii) registered or certified mail, return receipt requested, postage prepaid; or (iii) recognized overnight courier, receipt requested. Notices shall be deemed delivered on the third day following mailing or on the day of refused delivery or on the day of delivery by overnight courier, as applicable. Either party may change its address at any time by written notice to the other party as set forth above. Your Relationship with Us You and The Grove are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. 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 reasonably would contradict anything in this Section. 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 San Francisco, California, 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 California (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 commercial 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. Miscellaneous In any dispute over the meaning, interpretation, validity or enforceability of this Agreement or any of its terms or conditions, there shall be no inference, presumption or conclusion drawn whatsoever against any party by virtue of its having drafted any portion of this Agreement. The invalidity or unenforceability of any provision of the Agreement shall not affect the validity or enforceability of any other provision. This Agreement contains the entire understanding of the parties, and there are no representations, warranties, promises or undertakings other than those contained herein. This Agreement supersedes and cancels all previous agreements between the parties.