Associate Agreement

This agreement ("Agreement"), between you and Rocky Mountain Archery ("COMPANY"), covers your participation in an open term promotion (the "Associate Program") of COMPANY on your website in exchange for payment based on the terms and conditions set forth below. COMPANY, will make available to participants in the Associate Program graphical image files promoting the COMPANY website (individually an "Image").

This Agreement will commence on the date your application to join the Associate Program is accepted by COMPANY, and will continue unless terminated by one of us. Either party may terminate this Agreement by providing the other party with 72 hours notice of termination. Such notice may be posted by COMPANY on its website. Upon termination, you will discontinue use of COMPANY's Images on your website within 24 hours. Any website activity by you that is in violation of any state or federal law is a violation of this Agreement and will result in the immediate termination of this Agreement. Please note that we will reject any website that does not feature customer-friendly website navigation, contains content (including pornographic or hateful content) that we, in our sole discretion, determine does not meet an acceptable commercial or aesthetic standard. Immediately upon acceptance, you may download one or more Images for posting on your website. Placement of the Image on your home or default page will be at your sole discretion.

All information relating to the calculation of the amounts paid to you and to the identity of leads, including but not limited to, the number of accounts booked by COMPANY and the email addresses of leads, shall be considered proprietary information of COMPANY, and shall be held in strictest confidence by you and will not, without the prior written consent of COMPANY, be disclosed by you to any other person, in any manner whatsoever, in whole or in part, and will not be used by you directly or indirectly for any purpose other than confirming the correctness of the calculation referred to above.

COMPANY hereby grants to you a non-exclusive right to (i) establish a hypertext link to the COMPANY website, and (ii) use, in connection with establishing that link, each Image (including all copyrighted, trade or service marked or other protected intellectual property contained therein) solely for the purposes described in this Agreement; provided, that you will not add, subtract or in any way alter or edit any Image (including, for this purpose, any machine-readable code which may be a part of any Image), frame the COMPANY site, nor will you make any use whatsoever of any Image or any other element of COMPANY's intellectual property (including but not limited to COMPANY's name, whether used in a url, a metatag or otherwise) other than for the express purposes of, and as contemplated by, this Agreement or as may otherwise be specified by COMPANY in writing. You may not license the Image to or permit anyone else to use the Image. By accepting membership in the Associate Program, you agree specifically to refrain from (i) originating, authorizing, or participating in any promotion of COMPANY by unsolicited emails ("spam"), telephone, offline media or otherwise, (ii) submitting applications on behalf of another person, and (iii) issuing any press release mentioning COMPANY, unless such promotions have been specifically approved in writing by COMPANY. Only with COMPANY's prior written authorization, may you use the Image or otherwise promote COMPANY in promotional or incentive activities ("promotional activities"). You may not disclose, utilize or exploit any data or information obtained in such promotional activities to any third party and such data will only be used for fulfillment of the promotional activities.

COMPANY may revise these terms from time to time, at our sole discretion, by updating the Associate Agreement posted on the COMPANY website. Unless otherwise provided below, the revised terms will take effect when they are posted. Your continued use of the Service will signify your acceptance of the modified terms. If you do not accept the modified terms, you must notify COMPANY in writing as to your non-acceptance. You agree you will review the terms of the Associate Agreement on the COMPANY website frequently to remain apprised of any changes or modifications to this Agreement. This agreement is made in accordance with and governed by the laws of [[associate.governingstate]]. Any provision of this agreement deemed unenforceable by a competent court of jurisdiction may be deleted, leaving the remainder of the agreement operable and in effect. In the event of a dispute, the parties shall first seek mediation, and if the parties still seek to litigate the issue then the attorneys' fees and costs and related litigation expenses (expert fees, etc.) may be recovered by the prevailing party. This agreement is nontransferable, except in the event of a sale of all or substantially all of the assets or stock of the transferring party as part of an acquisition or merger, including any reorganization or reincorporation. Each party intends that this Agreement shall not benefit, or create any right or cause of action, on behalf of any person other than the parties.

Each party indemnifies and holds harmless the other party and each of its agents, officers, directors, and employees against all liability to third parties, including attorney's fees and costs resulting from the acts, or failures to act, of such indemnifying party, or any acts of its customers or users. COMPANY agrees to indemnify you for any actions based on stolen credit card information or fraudulent applications or other credit card abuses from applications completed on the COMPANY website. In no event shall either party be liable for consequential, incidental or special damages, including loss of profits or cost of replacement goods under this Agreement.

NO WARRANTIES ARE MADE BY EITHER OF THE PARTIES TO THIS AGREEMENT AS TO THE SERVICES OR TECHNOLOGY DESCRIBED IN THIS AGREEMENT AND EACH PARTY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT AS IT RELATES TO THE TECHNOLOGY AND SERVICES PROVIDED PURSUANT TO THIS AGREEMENT.