Custom Tackle Associate Program Agreement

This agreement contains the complete terms and conditions that apply to an individual's participation in the PairoWoodies Power Partners program. When used in this agreement, "we" and "us" means PairoWoodies Publishing and "you" means the applicant. "Site" refers to a World Wide Web Internet site, and "Merchant" means a business, organisation, or entity that has agreed to participate in the program and allow you to link to their site and their products for purpose of earning commissions.

1. Enrolment in the Program

You will submit a complete Program application on a participating Merchant's website. We will evaluate your application in good faith and advise the Merchant(s) of your application. We will notify you of the acceptance or rejection of your application. We may reject your application for any reason and are not required to advise you of the reason.

Some of the reasons we may reject your site include but are not limited to the following:

- promotes sexually explicit materials
- promotes violence
- promotes discrimination based on race, sex, religion, nationality, disability, or age
- promotes illegal activities
- violates intellectual property rights
- other reasons based upon the Merchant's own criteria for suitability

2.Compensation

We will pay you compensation on certain product sales to third parties. For a product sale to generate a referral fee, the customer must follow a special link (in the format specified by us) from your site to one or more of our participating Merchants' sites. The participating Merchant must have approved the product for inclusion in the Program. The customer must use the automated ordering system of the Merchant, accept delivery of the product at the shipping destination, and remit full payment to the Merchant.

We may not pay referral fees on any products that are added to a customer's order after the customer has re-entered the site (other than a special link on your site), even if the customer previously followed a link from your site.

3.Fee Schedule

You will earn referral fees based on the sale price of Qualifying Products. Qualifying Products include only those that have been approved for inclusion in the Program by the participating Merchants. A schedule of Qualifying Products will be posted on our web site and maybe subject to change from time to time. Any changes to the list of Merchants' Qualifying Products will also result in a notice via email to you.

The Merchant will determine the fee schedule for specific products. A schedule of these fees will be posted on our Web site after the Merchant has notified us in writing as to their amounts.

The sale price means the price listed on the Merchants' web page for the specific product and excludes shipping costs, taxes, handling, and any other additional expenses.

4. Fee Payment

We will pay you referral fees on a quarterly basis. Approximately 30 days after the end of each quarter, we will send you a check for the referral fees earned on products that were shipped and paid for during the calendar month. If the fees payable to you are less than $5.00, we will hold those fees until the total amount due is at least $5.00 or until this agreement is terminated. If a customer returns a product that generated a referral fee, we will deduct the corresponding fee from your next monthly payment. If there are charge backs after the sale, we will deduct the corresponding fee from your next monthly statement. If there is no subsequent payment of fees to you, we will send you a bill for the fee. You will agree to pay us the fee within 60 days. We reserve the right to charge interest on overdue accounts.

All fees will be paid in the currency of the Merchant, or the currency equivalent. For Merchants that use Canadian currency, referral fees will be paid in Canadian dollars or its U. S. Dollar equivalent at the time we prepare your check.

For Merchants that use U.S. currency, referral fees will be paid in US dollars.

5. Links

In order to qualify for referral fees, a special link will be provided to you that you must use on your website. The Merchant may require that in order to qualify for referral fees, a link to each individual product page is needed. The Merchant may also determine that a link to any page within their 'Internet Store' will be sufficient to qualify for referral fees on any products purchased as a result of the link being followed.

6. Processing of Orders

The participating Merchant(s) will process product orders placed by customers that follow special links from your site to the Merchant(s) site(s). We and the Merchants reserve the right to reject orders that do not comply with any requirements that may be periodically established. The Merchant(s) will be responsible for all aspects of order processing and fulfillment.

PairoWoodies Publishing will track sales made to customers who purchase products using special links from your site to the Merchant(s)' sites, and we will send you reports summarizing your sales activities. The reports may vary in form, content, and frequency from time to time, at our discretion.

In order for us to permit accurate tracking, you must ensure that the special links between your site and the Merchants'(s) site are properly formatted. Neither we nor the Merchants will be responsible for incorrect formatting of these links. Neither we nor the Merchants will be responsible for revenues not earned as a result of incorrect formatting, availability or lack thereof of your webpages, or any other reason.

7. Policies and Pricing

Customers who buy products through this Program will be deemed to be customers of the Merchant with whom the product(s) is being purchased from. Accordingly, each transaction will be subject to the rules, policies, and operating procedures concerning customer orders, customer service, and product sales that are the Merchant(s) has in place. Merchants may change our policies and operating procedures at any time. For example, merchants will determine the prices to be charged for products sold under this Program in accordance with their own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect Products that you already have listed on your site, you may not include price information in your Product descriptions. We will use commercially reasonable efforts to present accurate information, but we and the Merchants cannot guarantee the availability or price of any particular product.

8.Identifying Yourself as an Associate

We will make available to you a small graphic image for each Merchant that identifies your site as a Program participant. You must display the logo of the Merchant(s) you are linking to or the phrase "In association with ____________" where the blank line is substituted with the name of the Merchant, somewhere on your site. We may modify the text or graphic image of this notice from time to time. In addition, we encourage (but do not require) you to include a Special Link on your site to the CommerceCourt.com home page at http://www.commercecourt.com.

You may not make any press release with respect to this Agreement or your participation in the Program without our prior written consent, which may be given or withheld in our sole discretion.

9.Limited License

We grant you a nonexclusive, revocable right to use the graphic image and text described in Section 7 and such other images for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist in generating Product sales. 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.

The Merchants participating in the Program reserve all of their rights in the graphic image and text, any other images, their trade names and trademarks, and all other intellectual property rights.

You agree to follow our Trademark Guidelines, as those guidelines may change from time to time. We may revoke your license at any time by giving you written notice.

10.Responsibility for Your Site

You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:

the technical operation of your site and all related equipment

creating and posting Product descriptions on your site and linking those descriptions to the Merchants' webpages

the accuracy and appropriateness of materials posted on your site (including, among other things, all Product-related materials)

ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)

ensuring that materials posted on your site are not libelous or otherwise illegal

We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.

11. Term of the Agreement

The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by any party, including you, us, or any participating Merchant. Either you, a Merchant, or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, to any participating Merchant sites and all our trademarks, trade dress and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program, including all trademarks, trade dress and logos, and all other materials of participating Merchants. You are only eligible to earn referral fees on our sales of Qualifying Products occurring during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

12. Modification

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

13. Relationship of Parties

You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf or on behalf of the participating merchants. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

14. Limitation of Liability

We, or the participating merchants, will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, 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.

15. Disclaimers

We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

16. Independent Investigation

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

17. Miscellaneous

This Agreement will be governed by the laws of Canada and the Province of Ontario, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the General or Provincial courts located in Oshawa, Ontario and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.