AFFILIATE AGREEMENT

Terms and Policies

PLEASE
READ THE ENTIRETY OF THE TERMS AND POLICIES SET FORTH BELOW FOR THIS AFFILIATE
AGREEMENT (THIS “AGREEMENT”) BEFORE SUBMITTING YOUR APPLICATION.

YOU
MAY PRINT THIS AGREEMENT FOR YOUR RECORDS.

THIS
IS A LEGAL AGREEMENT BETWEEN YOU AND NATIONAL 4-H COUNCIL (DBA SHOP 4-H.ORG).
IF YOU REPRESENT OR ARE OTHERWISE ACCEPTING THIS AGREEMENT ON BEHALF OF A
COMPANY, UNIVERSITY, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU
ACKNOWLEDGE THAT YOU HAVE THE RIGHT TO DO SO AND THIS AGREEMENT WILL BIND AND
INURE TO THE BENEFIT OF SUCH ENTITY.

BY
SUBMITTING THE ONLINE APPLICATION, YOU ARE ASSERTING THAT YOU HAVE READ AND
UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU ACCEPT THIS
AGREEMENT AND AGREE TO BE LEGALLY BOUND TO THE TERMS AND CONDITIONS CONTAINED
HEREIN.

1.    Overview

This
Agreement contains the complete terms and conditions that apply to you as an
affiliate in Shop4-H.org's affiliate program (the “Affiliate Program”).
The purpose of this Agreement is to allow HTML linking between your web site
(your “Site”) and the Shop4-H.org web site (the “Shop4-H.org Website”)
as part of the Affiliate Program. Please note that throughout this Agreement,
"we," "us," "our," “National
4-H Council,” and “Shop4-H.org” refer to Shop4-H.org, and "you,"
"your," "yours," and “Affiliate” refer
to the affiliate for whom you are accepting this Agreement and on whose behalf submitting
an application.

2.    Affiliate Obligations

2.1.  To begin the enrollment process, you will
complete and submit the online application located at https://shop4-h.refersion.com. Accounts must be associated with a Land
Grant University and there may be only one account per Land Grant University
(as defined in the Morrill Acts of 1862 and 1890, or the Equity in Educational
Land-Grant Status Act of 1994). We may reject your application at our sole
discretion. We may cancel or revoke acceptance of your application or cancel
this agreement and your rights under it at any time if we determine that your
Site is unsuitable for our Program for any reason, including, but not limited
to if your Site engages in any of the following:

2.1.1.             
Promotes
sexually explicit materials;

2.1.2.             
Promotes
violence;

2.1.3.             
Promotes
discrimination based on race, sex, religion, nationality, disability, sexual
orientation, gender, or age;

2.1.4.             
Promotes
illegal activities;

2.1.5.             
Incorporates
any materials which infringe or assist others in infringing on any copyright,
trademark or other intellectual property rights or to violate the law;

2.1.6.             
Includes
"Shop 4-H" or variations or misspellings thereof in its domain name;

2.1.7.             
Is
otherwise in any way unlawful, harmful, threatening, defamatory, obscene,
harassing, or racially, ethnically or otherwise objectionable to us in our sole
discretion;

2.1.8.             
Contains
software downloads that potentially enable diversions of commission from other
affiliates in our program; or

2.1.9.             
You
create or design your Site or any other website that you operate, explicitly or
impliedly in a manner which resembles the Shop4-H.org Website, or if you design
your Site in a manner which leads customers to believe you are Shop4-H.org or
any other of our affiliated businesses;

2.2.  As a member of our Affiliate Program, you will
have access to an informational dashboard (the “Affiliate Dashboard”).
Here you will be able to review our Affiliate Program’s details, download HTML
code (that provides for links to web pages within the Shop4-H.org Website) and
banner creatives, browse and receive tracking codes for our coupons and deals.
For us to accurately keep track of all guest visits from your Site to our
Website and provide you with payments/commissions, you must use the HTML code
that we provide for each banner, text link, or other applicable affiliate link.

2.3.  We reserve the right, at any time, to review
your placement and approve your use of our links and require that you change
the placement or use of such links to comply with our guidelines, policies, or
other instructions.

2.4.  The maintenance and the updating of your Site
will be your responsibility. We may monitor your Site as we deem necessary to
ensure that it is up-to-date and to notify you of any changes that we feel
would enhance your performance.

2.5.  It is your responsibility to follow all
applicable laws (including all intellectual property laws) that pertain to your
Site. If you use any copyrighted material in connection with our Affiliate
Program, you must have express permission to use any person's copyrighted
material, whether it be a writing, an image, or any other copyrightable work.
We will not be responsible (and you hereby agree that you will be solely
responsible) if you use another person's copyrighted material or other
intellectual property in violation of the law or any third party rights.

3.    Shop4-H.org Rights and Obligations

3.1.  You hereby acknowledge and agree that we have
the right to and may monitor your Site at any time to determine if you are
complying with the terms and conditions of this Agreement. We may notify you of
any changes to your Site that we deem necessary, or to ensure that your links
to the Shop4-H.org Website are appropriate, or to notify you further of any
changes that we deem should be advisable. If you do not make the changes to
your Site that we deem are necessary, in a reasonable amount of time (as
determined by us), we reserve the right to terminate this Agreement and your
participation in our Affiliate Program.

3.2.  We reserve the right to terminate this
Agreement and your participation in the our Affiliate Program immediately and
without notice to you should you commit fraud or make any misrepresentations or
other misleading comments in connection with your use of the Shop4-H.org
Affiliate Program or should you abuse this Affiliate Program in any way. If
such fraud, misrepresentation, or other abuse is detected, without limiting any
other remedies available to us, we shall be relieved of the obligation to pay,
and shall not be liable to you for, any commissions.

4.    Termination

4.1.  This Agreement commences upon our acceptance
of your application and will continue in full force and effect until terminated
as permitted herein (the “Term”).

4.2.  Either you or we may terminate this Agreement
AT ANY TIME, with or without cause, by giving the other party written notice.
Written notice can be in the form of mail, email or fax. In addition, this
Agreement will terminate immediately upon any breach of this Agreement by you.

4.3.  Upon any termination of this Agreement, all
licenses and rights granted to you hereunder will immediately cease, and you
shall immediately cease all use of our Website, remove all references and
hyperlinks to our Website from your Site and other materials, immediately cease
all use of the Licensed Materials, immediately cease all use of our
Confidential Information and return or destroy (at our election) all copies of
our Confidential Information, and immediately cease to refer to, advertise, or
otherwise hold yourself out as a member of our Affiliate Program.

4.4.  The following sections will survive any
termination or expiration of this Agreement: 4.3, 10, 12, 13, 14, and 15.

5.    Modification

We
may modify, amend, reduce, terminate, or cancel any of the terms and conditions
in this Agreement at any time, at our sole discretion. In the event of any such
update to the terms and conditions of this Agreement, we will use reasonable
efforts to notify you of the update by email, and the updated terms of this
Agreement will be available in your Affiliate Dashboard. Modifications may
include, but are not limited to, changes in the payment procedures and
Shop4-H.org's Affiliate Program rules, guidelines, or policies. If any
modification is unacceptable to you, you may notify us of your disagreement in
writing, which will be deemed your written notice of termination of this
Agreement as set forth in Section 4.2 above. Your continued participation in
Shop4-H.org's Affiliate Program following the posting of the notice of the
updated terms or a new version of this Agreement on our Website will indicate
your acceptance of the changes and you agree to be legally bound by the updated
version of the Agreement.

6.    Payment

Shop4-H.org
uses one or more third parties to handle certain electronic tracking and
payment activities and obligations. One such third party relied upon by
Shop4-H.org is Refersion Inc. and its affiliate network (collectively “Refersion”).
By joining as an affiliate and accepting this Agreement, you also agree to our
Refersion’s applicable terms and conditions, including Refersion’s payment
terms and conditions, which may be available on Refersion’s website (https://www.refersion.com/terms/) (the “Refersion Terms”) and are fully
incorporated in this Agreement by reference. We recommend that you carefully
review Refersion’s applicable terms and conditions. If you materially breach
the Refersion Terms, we reserve the right to immediately terminate this
Agreement without notice to you.

As
a member of the Affiliate Program, you are entitled to receive a 5% commission
on all purchases made when referred using your unique tracking links as tracked
and reported by Refersion in Refersion’s tools, reports and dashboards
(collectively, the “Refersion Dashboard”). Failure to use correct
tracking links may result in untracked orders for which you are not entitled to
receive any commission. Payment will be made annually in the month of January, following
the completion of applicable the calendar year during the Term of this
Agreement.

7.    Access to Affiliate Account Interface

You
must create a password in order to access Refersion’s secure affiliate account
interface. From Refersion’s website, you will be able to receive reports that
will describe our calculation of the commissions we owe to you.

Your
Refersion Dashboard will be the sole method for tracking referrals,
commissions, and upcoming payments. If you disagree with any of the information
provided via your Refersion Dashboard, you must promptly raise such
disagreements with us (but in any event within 30 days from when the disputed
information is initially available via your Refersion Dashboard). Resolution of
such disagreements will be handled at our sole discretion and any  such determination will be final.

8.    Promotion Restrictions

8.1.  You are free to promote your own Sites and/or, at our discretion,
engage in certain joint marketing efforts. However, without our
express prior written permission, the following activities are
prohibited, and you hereby represent, warrant, and covenant to us that you will
not engage in any of the following:

·        
advertising activities
commonly referred to as "spamming";

·        
use of unsolicited
commercial email (UCE), postings to non-commercial newsgroups or cross-posting
to multiple newsgroups at once; or

·        
advertising in any way
that effectively conceals or misrepresents your identity, your domain name, or
your return email address.

Notwithstanding
any of the foregoing, you may use mailings to customers to promote Shop4-H.org
so long as the recipient is already a customer or subscriber of your services
or Site, and recipients have the option to remove themselves from future
mailings. Also, you may post to newsgroups to promote Shop4-H.org so long as
the news group specifically welcomes commercial messages. At all times, you
must clearly represent yourself and your Sites as independent from Shop4-H.org.
If it comes to our attention that you are spamming, we may immediately
terminate this Agreement and your participation in the Shop4-H.org Affiliate
Program without further notice to you.

8.2.  If you base any search-engine-optimization
efforts or so-called ‘Pay-Per-Click’ campaigns primarily on keywords such as
Shop4-H.org, Shop 4-H, www.Shop4-H, www.Shop4-H.org, and/or any misspellings or
similar alterations of these – whether separately or in combination with other
keywords – and do not direct the traffic from such efforts or campaigns to your
Site prior to re-directing it to ours, you will be considered a trademark
infringer/violator, and without limiting any other remedies we may pursue, we
may immediately terminate this Agreement and ban you from our Affiliate
Program. If we detect or suspect you are engaged in the foregoing or other
similar activities, we will use commercially reasonable efforts to contact you
regarding such activities prior to banning you from the Affiliate Program or
terminating this Agreement. However, we reserve the right to ban you (or any
trademark violator) from our Affiliate Program without prior notice, and on the
first occurrence of any of the foregoing behavior.

8.3.  You are not prohibited from keying in a
prospect’s information into a ‘lead form’ as long as the prospects’ information
is real and true (to the best of your knowledge), and these are valid leads
(i.e., prospects that you believe to be sincerely interested in our services).

8.4.  During the Term of this Agreement, you shall
not transmit any viruses, malware, Trojan Horses, or other malicious code,
including but not limited to so-called “interstitials,” “Parasiteware™,”
“Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar
Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or
pop-unders” to consumers from the time the consumer clicks on a qualifying link
until such time as the consumer has fully exited our Website (i.e., no page
from our Website or any Shop4-H.org’s content or branding is visible on the
end-user’s screen). As used herein, a “Parasiteware™” and “Parasitic Marketing”
shall mean an application that (a) through accidental or direct intent causes
the overwriting of affiliate or non-affiliate commission tracking cookies
through any other means than a customer initiated click on a qualifying link on
a web page or email; (b) intercepts searches to redirect traffic through an
installed software, thereby causing, pop ups, commission tracking cookies to be
put in place or other commission tracking cookies to be overwritten where a
user would under normal circumstances have arrived at the same destination
through the results given by the search (search engines being, but not limited
to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or
directory engines); (c) sets commission tracking cookies through loading of our
Website in iFrames, hidden links and automatic pop ups that open our Website;
(d) targets text on web sites, other than those web sites 100% owned by the
application owner, for the purpose of contextual marketing; and (e) removes,
replaces or blocks the visibility of Affiliate banners with any other banners,
other than those that are on web sites 100% owned by the owner of the
application.

9.    Grant of Licenses

9.1.  We hereby grant to you a limited,
non-exclusive, non-transferable, revocable right to (i) access our Website
through HTML links solely in accordance with the terms of this Agreement and
(ii) solely in connection with such links, to use our logos, trade names,
trademarks, and similar identifying material (collectively, the "Licensed
Materials") that we provide to you or authorize for such purpose. You
are only entitled to use the Licensed Materials to the extent that (i) this
Agreement is in effect, and (ii) you are a member in good standing of
Shop4-H.org's Affiliate Program. With respect to all of your uses of Licensed
Materials, You hereby agree to comply with this Agreement and any other written
instruction, guideline, or policy that we provide to you. If this Agreement
expires, is terminated, or we otherwise instruct you to do so, you will
immediately cease all use of Licensed Materials. You agree that all uses of the
Licensed Materials will be on behalf of Shop4-H.org and the goodwill associated
therewith will inure to the sole benefit of Shop4-H.org.  We are able, at
any time, to revoke the license(s) granted herein.

9.2.  Each party agrees not to use the other's
proprietary materials (in the case of Shop 4-H, including but not limit to the
Licensed Materials) in any manner that is disparaging, misleading, obscene,
portrays the party in a negative light, or is otherwise in violation of any
instruction from such party. Each party reserves all of its respective rights
in its proprietary materials covered by this license. Other than the license
granted in this Agreement, each party retains all right, title, and interest to
its respective rights and no other right, title, or interest is transferred to
the other.

10.  Disclaimer

SHOP4-H.ORG
MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING SHOP4-H.ORG
SERVICE, THE WEBSITE OR THE PRODUCTS OR SERVICES PROVIDED THERETHROUGH.
SHOP4-H.ORG HEREBY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING
WITHOUT LIMITATION ANY IMPLIED WARRANTY OF ABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NON-INFRINGEMENT. IN ADDITION, SHOP4-H.ORG MAKES NO REPRESENTATION
THAT THE OPERATION OF OUR WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE. YOU
HEREBY AGREE THAT SHOP4-H.ORG  WILL NOT
BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS IN THE SERVICES
OR THE WEBSITE’S AVAILABILITY OR FUNCTIONALITY.

11.  Representations and Warranties

You
represent and warrant that:

11.1.           
This
Agreement has been duly and validly executed and delivered by you and
constitutes your legal, valid, and binding obligation, and is enforceable
against you in accordance with its terms;

11.2.           
You
have the full right, power, and authority to enter into and be bound by the
terms and conditions of this Agreement and to perform your obligations under
this Agreement, without the approval or consent of any other party;

11.3.           
You
have sufficient right, title, and interest in and to the rights granted to us
in this Agreement;

11.4.           
Your
performance of all of your obligations under this Agreement will comply with
all applicable laws, rules, and regulations;

11.5.           
Your
use of the Licensed Materials and our Website (and any links thereto) will at
all times comply with the terms of this Agreement and all applicable laws,
rules, and regulations; and

11.6.           
You
have all the necessary rights and permission to provide us with any
information, data, or materials that you are required to or otherwise choose to
provide to us under this Agreement.

12.  Limitations of Liability

WE
WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL
OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR
GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS) ARISING UNDER OR RELATING TO
THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF, REGARDLESS OF WHETHER SUCH
LIABILITY IS ALLEGED TO ARISE UNDER A THEORY OF CONTRACT, NEGLIGENCE, TORT,
STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, EVEN IF WE HAVE BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, WITHOUT LIMITING THE FOREGOING, IN
NO EVENT SHALL WILL OUR CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED
TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY,
TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID
TO YOU UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING
THE EVENT THAT GAVE RISE TO SUCH LIABILITY.

13.  Indemnification

You
hereby agree to indemnify, defend, and hold harmless Shop4-H.org, its
subsidiaries and affiliates, and their directors, officers, employees, agents,
partners, members, and other owners, against any and all claims, actions,
demands, liabilities, losses, damages, judgments, settlements, costs, and
expenses (including reasonable attorneys' fees) (collectively, "Losses")
insofar as such Losses (or actions in respect thereof) arise out of, relate to,
or are based on (i) any claim relating to your use of the Licensed Materials,
(ii) any claim that your performance under this Agreement, use of the Licensed
Materials, or use of other affiliate materials or trademarks infringes,
misappropriates, or otherwise violates any trademark, trade name, service mark,
copyright,  intellectual property, or
other proprietary right of any third party, (iii) any misrepresentation or
fraud by you, (iv) any violation of applicable laws, rules, or regulations by
you, (v) your breach of any representation, warranty or  covenant made by you herein, (vi) your
material breach of this Agreement, or (vii) any claim related to your Site,
including, without limitation, content therein not attributable to us.

14.  Confidentiality

All
non-public, proprietary, or confidential information including, but not limited
to, any business, technical, financial, and customer information, disclosed by
us to you during the negotiation or the Term of this Agreement will be deemed
our “Confidential Information”. Confidential Information will remain the sole
property of us, and you will keep any Confidential Information in your
possession or that you otherwise have access to in strict confidence and will
not use or disclose such Confidential Information without our express written
permission, except as necessary to perform your obligations or exercise your
rights under this Agreement.

15.  1Miscellaneous

15.1.       
You
and Shop4-H.org hereby acknowledge and agree that the relationship of the
parties hereto is that of independent contractors, and nothing in this
Agreement will create any partnership, joint venture, agency, franchise, sales
representative, or employment relationship between you and Shop4-H.org. 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 15.1.

15.2.       
You
will not assign this Agreement or your rights or obligations under this
Agreement to any party, except with our prior written approval.

15.3.       
This
Agreement shall be governed by and interpreted in accordance with the laws of
the State of Maryland without regard to the conflicts of laws principles that
would require the application of any other state law. With respect to any
claims, disputes, actions, or suits arising from or relating to this Agreement,
you hereby consent to exclusive jurisdiction in the state and federal courts of
Maryland.

15.4.       
No
term or provision of this Agreement shall be deemed waived, and no breach or
default shall be deemed excused unless such waiver or consent shall be in
writing and signed by the party claimed to have waived or consented.  No consent by any party to, or waiver of, a
breach or default by the other, whether express or implied, shall constitute a
consent to, waiver of, or excuse for any different or subsequent breach or
default.

15.5.       
This
Agreement represents the entire agreement between us and you with respect to
the subject of this Agreement, and shall supersede all prior agreements and
communications of the parties, oral or written.

15.6.       
The
headings and titles contained in this Agreement are included for convenience
only, and shall not limit or otherwise affect the terms of this Agreement.

15.7.       
If
any provision of this Agreement is held to be invalid or unenforceable, that
provision shall be eliminated or limited to the minimum extent necessary such
that the intent of the parties is effectuated, and the remainder of this
Agreement shall have full force and effect.

15.8.       
To
the extent that either we are prevented or delayed from performing hereunder or
giving any notice because of any event or circumstance over which we have no
reasonable control (including without limitation weather-related events, war,
fire, civil commotion, strike, flood, power shortages or outages,
communications breakdowns and outages, acts or orders of regulatory agencies
having jurisdiction, and the like), then we shall be excused from performing or
giving such notice for the duration of such event or force majeure.

15.9.       
In
the event either party to this Agreement initiates a legal action or proceeding
against the other to enforce the terms and conditions of this Agreement, the
party prevailing in such action or proceeding shall be entitled to recover the
costs it incurred, including reasonable attorney’s fees, in connection with
such action.

15.10.     This Agreement shall be binding upon and inure
to the benefit of the successors and permitted assigns of the parties.

15.11.     The headings and titles in this Agreement are
for convenience of reference only and shall not be construed to define or limit
any of the terms herein or affect the meanings or interpretations of this
Agreement.