LandscapeUSA.com Affiliate Program

FORM OF MASTER AGREEMENT

Affiliate and Merchant are each enrolled in the The LinkShare Network™.

Affiliate and Merchant each desire to establish the general terms and conditions which shall govern advertising and commission arrangments between Affiliate and Merchant which result from their participation in The LinkShare Network™.

In consideration of the promises set forth below, we agree as follows:

1. Offers and Engagements.

1.1. From time to time, Merchant 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 Affiliate providing a Qualifying Link, Merchant 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 Merchant for an Offer or an Engagement. Affiliate agrees to promptly implement any request from Merchant to remove, alter or modify any graphic or banner ad submitted by Merchant that is being used by Affiliate as part of an Engagement.

2.Affiliate's Responsibilities.

2.1. Affiliate will link its site to areas within Merchant's site using special URLs specified in the Engagment (the "Required URLs"). Affiliate may post as many links to the Required URLs and the rest of Merchant's site as it likes on Affiliate's site. The position, prominence and nature of links on the Affiliate's site shall comply with any requirements specified in the Engagement, but otherwise will be in the discretion of Affiliate.

2.2. Affiliate agrees not to make any representations, warranties or other statements concerning Merchant, Merchant's site, any of Merchant's products or services, or Merchant's site policies, except as expressly authorized by the Engagement.

2.3. Affiliate is responsible for notifying Merchant and The LinkShare Network™ of any malfunctioning of the Required URLs or other problems with Affiliate's participation in the Engagement. Merchant will respond promptly to all concerns upon notification by Affiliate.

3. Commissions.

3.1. Merchant agrees to pay Affiliate the commission specified in the Engagment if Merchant makes a completed sale to a visitor to Merchant's site (a "Customer") a product or service that is the subject of the Engagement and if that Customer has accessed Merchant's site and purchased the product or service via a Qualifying Link.

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

3.3. Merchant shall have the sole right and responsibility for processing all orders made by Customers. Affiliate acknowledges that all agreements relating to sales to Customers shall be between Merchant and the Customer. Prices for the products will be set solely by Merchant in its discretion.

3.4. All determinations of Qualifying Links and whether a commission is payable is completed online by The LinkShare Network™ and will be final and binding on both Merchant and Affiliate, with the following exclusions: a) A Customer submits an order online, but the transaction is not approved by the credit card issuer and subsequent attempts by the Merchant to get valid transaction approval are not successful within 4 business days after purchase, b) A Customer submits a phony order with invalid name, address, credit card #, etc. simply for the purposes of seeing how our ordering system works. In this case there is no valid order and therefore cannot be fulfilled, c) If an item (or items) that generated a commission is returned by the Customer, Merchant will deduct the corresponding commission from Affiliate's next monthly payment. If there is no subsequent qualifying commissions earned, Merchant will send the Affiliate a bill for the amount, and d) Any portion of an order placed that cannot be fulfilled due to unforseen backorders, out of stock status, or any other reason will reduce the commission paid to referring Affiliate.

In the case of any of these exclusions above, Merchant can provide complete documentation, if necessary, for review by the Affiliate. The LinkShare Network™ can also act as a third party documentation source for transaction and user session ID numbers.

3.5. All qualified commissions will be paid on a monthly basis. Both the Merchant and Affiliate will receive a summary statement from The LinkShare Network™ after the end of each month. Merchant will then make any necessary adjustments according to the exclusions set forth in section 3.4. Merchant will then send Affiliate a check for the correct amount. If commissions payable to Affiliate for any calendar month are less than $50.00, Merchant reserves the right to withhold those commissions until the total amount due is at least $50.00, or (if earlier) until this Agreement is terminated.

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. Merchant grants Affiliate a revocable, non-exclusive, worldwide 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 Affiliate's site solely for the purpose of creating links from Affiliate's site to Merchant's site during Engagements. Except as expressly set forth in this Agreement or permitted by applicable law, Affiliate may not copy, distribute, modify, reverse engineer, or create derivative works from the same. Affiliate 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.

4.3. Affiliate grants Merchant a non-exclusive, worldwide, royalty-free license to use, reproduce and tramsit any graphic or banner ad submitted by Affiliate solely for co-branding purposes or as a return link from Merchant's site to Affiliate's site. Merchant will remove such graphic or banner ad upon Affiliate's request.

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 business 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, to the best of their knowledge, 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, antidiscrimination 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. Merchant and Affiliate jointly and severally hereby agree to indemnify, defend, and hold harmless The LinkShare Network™ and LinkShare Corporation and its affliates, 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 disburesements 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 twelve (12) 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™, excluding activities not related to the The LinkShare Network™. However, this provision shall automatically terminate should Merchant or Affiliate be dissatisfied for any reason, and gives written notice to The LinkShare Network™. Such dissatisfaction could be based on, but not limited to, level of service provided, performance, market standards and procedures, and breach of contract between The LinkShare Network™ and Merchant.

9. Limitation of Liablity.

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 affliates, 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 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 Merchant's headquarters. Any action to enforce this Agreement shall be brought in the federal or state courts located in that state. If you need to send official correspondence, send it via registered mail to Merchant's headquarters to the attention of Merchant's legal department.

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.

By accepting the offer made by the Merchant posted at the Linkshare Network, the Affiliate automatically accepts this Form of Master Agreement.

Need More Information?

Contact Tim Loy, (360)636-5750