GelSport™ Affiliate Program Agreement - Water Sport Affiliate Programs

GelSport™ Affiliate Program Agreement

This is an agreement between 1370634 Ontario Limited O/A Sole Design/GelSport™ ("Sole Design/GelSport") and you ("you" or "Affiliate") to use Sole Design/GelSport Material(s). You first need to read and agree to the terms of this Agreement. If the license terms are acceptable to you, check the "I Agree" checkbox below. After you complete the Sole Design/GelSport license form, you are ready to link to Sole Design/GelSport.

You agree to the following terms and conditions in order to use the Sole Design/GelSport Materials:

1. LICENSE
Subject to the terms and conditions of this contract, Sole Design/GelSport hereby grants to the Affiliate a limited, non-exclusive, non-transferable license to use the Sole Design/GelSport advertising materials provided to Affiliate by Sole Design/GelSport (if any) (the "Sole Design/GelSport Materials"), and to use the Sole Design/GelSport trademarks, service marks and logos set forth therein, or as otherwise specified in writing by Sole Design/GelSport (collectively the " Sole Design/GelSport Marks"), for the sole purpose of linking to the appropriate Sole Design/GelSport page. Affiliate shall not form any combination marks with Sole Design/GelSport Materials. Affiliate hereby admits and recognizes Sole Design/GelSport ´s exclusive ownership of Sole Design/GelSport ´s Materials. Affiliate may not modify for public display any Sole Design/GelSport Materials, logos or marks, except upon receiving Sole Design/GelSport ´s prior written approval. Affiliate may not sublicense, resell, assign or transfer any of its rights hereunder, without the prior written approval of Sole Design/GelSport.

2. PAYMENT
Affiliates can earn commissions of 20% per sale, net of returns and cancels.

3. RESTRICTIONS
1. You may use the Materials only as an active hypertext link to (as applicable) the appropriate Sole Design/GelSport page. The Materials may not link to any other page. You may not frame the Sole Design/GelSport site, cause the link to create a new browser window (unless such window occupies 100% of the user´s screen and appears above all other browser windows), or otherwise cause users to display the Sole Design/GelSport site in a distorted fashion.

2. You may display the Materials only in the form and at the size Sole Design/GelSport provides to you. You may not modify or alter the Materials in any way, including size, proportions, colors, elements, type or in any other respect. If Sole Design/GelSport provides you with a substitute version of the Materials, you shall replace the Materials as soon as reasonably possible.

3. The Materials shall be surrounded by a reasonable amount of empty space, and you may not appropriate or use the Materials in conjunction with other logos or marks in a way that would create confusion or a combination mark. You may not use the Materials in a way that suggests that Sole Design/GelSport endorses or sponsors your or any other site.

4. You may not use the Materials in any way that tarnishes, blurs, dilutes or disparages the quality of the Sole Design/GelSport trademarks or any associated goodwill.

5. You acknowledge Sole Design/GelSport´s sole and exclusive ownership of the Materials, and you shall not take any action inconsistent with such ownership, such as adopting, using, registering, or attempting to register any logo, domain name or trademark confusingly similar but not limited to the Materials. You may not use the Materials in any manner not expressly authorized under this Agreement.

4. REPRESENTATIONS
Affiliate represents and warrants that: (i) all Sole Design/GelSport advertisements and links shall be displayed in accordance with this contract and in a professional and tasteful manner and shall not be used to endorse, or imply the endorsement of the Affiliate´s or any third party´s products or services; (ii) the Affiliate shall at all times comply with all laws and regulations applicable to its site and its performance under this contract; (iii) materials posted on the Affiliate´s site shall not violate or infringe upon the rights of any third party, are not libelous or otherwise illegal; (iv) this Agreement has been duly and validly executed and delivered to you and constitutes the legal, valid and binding obligation of you, enforceable against you in accordance with its terms; and (v) you are duly organized, validly existing and in good standing under the laws of your State of organization and have full power and authority to execute, deliver and perform this Agreement. In the event of the Affiliate´s breach of any warranty or representation set forth in this Section, Sole Design/GelSport may terminate this contract, without liability of any kind, upon providing the Affiliate with five (5) days written notice and opportunity to cure. Affiliate shall indemnify and hold harmless Sole Design/GelSport against any and all expenses and losses of any kind (including reasonable attorneys´ fees and costs) incurred by Sole Design/GelSport and/or its affiliates in connection with any claims arising out of the publication of the Sole Design/GelSport advertisements, and/or the Affiliates use of the Sole Design/GelSport materials provided hereunder.

5. INDEMNIFICATION
In the event of Affiliate´s breach of any warranty or representation set forth in Section 4, Sole Design/GelSport may terminate this contract, without liability of any kind, upon providing Affiliate with five (5) days written notice and opportunity to cure. Affiliate shall indemnify and hold harmless Sole Design/GelSport against any and all expenses and losses of any kind (including reasonable attorneys´ fees and costs) incurred by Sole Design/GelSport and/or its affiliates in connection with any claims arising out of the use or publication of the Sole Design/GelSport advertisements, and/or the Affiliate´s use of the Sole Design/GelSport Materials provided hereunder.

6. TERMINATION
Sole Design/GelSport may terminate this Agreement or any license provided herein at any time for any reason or no reason. You may terminate this Agreement at any time for any reason or no reason. This Agreement and your license automatically terminates if you breach any provision of this Agreement. In the event of termination, (a) you shall immediately remove the Materials from your site, and (b) Sections 3, 4, 5, 6, & 7 shall survive such termination.

7. NO WARRANTY
THE MATERIALS ARE PROVIDED "AS IS." Sole Design/GelSport DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. In which case you acknowledge there is no express warranty made to you by Sole Design/GelSport for any reason.

8. LIABILITY LIMITS
Sole Design/GelSport DISCLAIMS ALL CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). Some states do not allow the foregoing limitations of liability, so they may not apply to you, in which case you expressly agree that Sole Design/GelSport will not be responsible for any damage whatsoever.

9. PUBLICITY
Affiliate shall not issue any press release or make any public statement regarding this Agreement (including the terms and existence thereof) or the relationship of the parties without Sole Design/GelSport ´s prior written approval, which may be withheld at Sole Design/GelSport ´s sole discretion. Nothing herein shall require Sole Design/GelSport to approve the issuance of a press release or obligate Sole Design/GelSport to participate in a press release with Affiliate.

10. CONFIDENTIALITY
The terms of this Agreement are confidential and the Affiliate shall use all reasonable efforts to keep such confidentiality of the terms and conditions of the Agreement; all information regarding the specific viewing of Sole Design/GelSport advertisements, the click-through rates of such advertisements; and the demographics of viewers who click-through to an Sole Design/GelSport site. The Affiliate´s breach of this confidentiality provision would cause Sole Design/GelSport irreparable harm and Sole Design/GelSport shall be entitled to appropriate injunctive relief in the event of such breach. However, the Affiliate may use aggregate demographic information once stripped of any personal identifiable information.

@2006 GelSportInc.Patents Pending.All Rights Reserved.