Woodland Direct is one of the largest online retailers of fireplace, chimney, wood stove, and outdoor living products. Since 2004, we’ve been working with the leading brands in the fire industry to bring you the most innovative and top-quality products available on the market. Our number one goal is to provide you with world-class customer service while making sure you get the right products installed safely in your home or commercial setting. That's why our sales team is made up of the largest number of Master Hearth Professionals and NFI Certified technicians in the nation! When you work with us, you truly are working with the experts. We have an AOV of $510 with a Conversion Rate at 0.58%. AFFILIATE AGREEMENT Please read the Affiliate Agreement (“Agreement”) carefully before submitting your application to become an affiliate in the Woodland Direct Affiliate Program (“Program”). THIS IS A LEGAL AGREEMENT BETWEEN YOU AND WOODLAND DIRECT, INC. (DBA WWW.WOODLANDDIRECT.COM). BY SUBMITTING THE ONLINE APPLICATION, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION. 1. Overview The purpose of this Program and Agreement is to allow HTML linking between your web site and the woodlanddirect.com web site. The Program is professionally managed on the Pepper Jam (“Pepper Jam”) affiliate network. This Agreement will be effective upon Pepper Jam and Woodland’s acceptance of your affiliate sign-up request. Please note that throughout this Agreement, "we," "us," and "our" refer to Woodland Direct and woodlanddirect.com, and "you," "your," and "yours" refer to the Affiliate. 2. Affiliate Enrollment and Participation 2.1. To begin the enrollment process, you must complete and submit the online application at the Pepper Jam.com server. You must register with Pepper Jam and create a password so that you may enter Pepper Jam’s secure affiliate account interface. We may reject your application at any time at our sole discretion. 2.2. From their site, you will be able to receive your reports that will describe our calculation of the commissions due to you. You agree to keep your Pepper Jam account updated with accurate information about you and your site. 2.3. By your participation in the Woodland Direct Affiliate Program, you acknowledge and agree to be bound by Pepper Jam’s terms and conditions. 3. Affiliate Obligations 3.1. You are solely responsible at all times for the content displayed on your site and for ensuring that your content complies with this Agreement. 3.2. As a member of the Program, you will have access to Affiliate Account Manager. Here you will be able to review our Program’s details and previously-published affiliate newsletters, download HTML code (that provides for links to web pages within the woodlanddirect.com web site) and banner creatives, browse and get tracking codes for our coupons and deals. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with. 3.3. Woodland Direct reserves the right, at any time, to review your placement and approve the use of your Links and require that you change the placement or use to comply with the guidelines provided to you. 3.4. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and notify you of any changes that we feel should enhance your performance. 3.5. We may terminate this Agreement if we determine that your site is unsuitable for the Program, including if it: 3.5.1. Promotes sexually explicit materials 3.5.2. Promotes violence 3.5.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age 3.5.4. Promotes illegal activities 3.5.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law 3.5.6. Includes "Woodland Direct", "woodlanddirect.com" or variations or misspellings thereof in its domain name 3.5.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion. 3.5.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program. 3.5.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are woodlanddirect.com or any other affiliated business. 3.6. You agree not to make any representations, either express or implied, or create an appearance or impression, directly or indirectly, that a visitor to your site is visiting our site, that a visitor to our site is visiting your site, or that Woodland Direct endorses you, your site, or your products or services. 3.7. You agree to be solely responsible for all costs and expenses you may incur in connection with your participation in the Program and/or your performance under this Agreement. 3.8. You agree to follow all applicable intellectual property and other laws that pertain to your site. 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 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. 4. Woodland Direct Rights and Obligations 4.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Program. 4.2. We will remain solely responsible for the operation of the Woodland Direct website and domain woodlanddirect.com and retains sole right and control over the programming, content, and conduct of transactions over Woodland’s site and service. 4.3. We have the right to solicit customer referrals and enter into similar agreements with terms that may be similar or differ from those contained in this Agreement. 5. Promotion Restrictions 5.1. If it comes to our attention that you are participating in any activity restricted under this Agreement, this Agreement and your participation in the Program will be immediately terminated. Any unpaid commissions will be forfeited if your account is terminated due to any restricted activities, including without limitation, spamming, spyware, or unacceptable advertising or solicitation. 5.2. You are free to promote your own web sites, but naturally any promotion that mentions Woodland Direct could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by Woodland Direct. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote woodlanddirect.com so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote Woodland Direct so long as the news group expressly welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from Woodland Direct. 5.3. Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as woodlanddirect.com, Woodland Direct, www.woodlanddirect, www.woodlanddirect.com, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from the Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior. 5.4. You agree not to participate in spyware, adware, or parasite ware technologies for driving traffic, includes installing or causing to install, spyware on another’s computer, or displaying content on a website in a way that interferes with one’s ability to view that website. 5.5. Affiliate shall not transmit any 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 Woodland Direct’s site (i.e., no page from our site or any woodlanddirect.com 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 and 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) set commission tracking cookies through loading of Woodland Direct site in IFrames, hidden links and automatic pop ups that open Woodland Direct’s site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (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. 6. Grant of Licenses 6.1. We grant you a non-exclusive, non-transferable, royalty-free, revocable right to (i) access our site 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 you are a member in good standing of the Program. You agree that all uses of the Licensed Materials will be on behalf of Woodland Direct and the goodwill associated therewith will inure to the sole benefit of Woodland Direct. 6.2. You agree not to use Woodland’s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays Woodland in a negative light. Each party reserves all of its respective rights in the 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 right, title, or interest is transferred to the other. 6.3. Customers who buy Woodland Direct products through the Program are Woodland Direct customers only and all Woodland Direct policies and operating procedures will apply, including without limitation policies regarding product sales, warranties, and customer service. All information about customers and users shall be owned solely and exclusively by Woodland Direct, including any and all customers who access our site from your site. You shall have no right to use any such information. 7. Termination 7.1. This Agreement shall apply and be effective as of the date your Pepper Jam request is accepted and shall remain in effect for as long as you continue to participate in the Program, comply with the terms of this Agreement, or maintain links to our Site on your site. Notwithstanding the foregoing, Woodland Direct or the Affiliate may terminate this Agreement at any time, with or without cause, effective upon providing written notice via mail or electronic mail to the addresses outlined in Section 15.12. 7.2. Woodland Direct reserves the right to immediately terminate Affiliate without notice to you and remove you from the Program upon any breach of this Agreement by you. Further, Woodland Direct reserves the right to terminate this Agreement and your participation in the Woodland Direct Affiliate Program immediately and without notice to you should you commit fraud in your use of the Woodland Direct Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, Woodland Direct shall not be liable to you for any commissions for such fraudulent sales or due to restricted activity. 7.3. Immediately upon effective termination or expiration of the Agreement, (i) all licenses will terminate or expire and (ii) you shall immediately remove all Licensed links, materials and trademarks from your site and cease using Woodland Direct’s name, logo, trademarks, content, images, and/or any proprietary information. 8. Modification We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified via the email located in your Pepper Jam account. Please keep this account updated with your accurate information. Modifications may include, but are not limited to, changes in the payment procedures Woodland Direct's Affiliate Program rules. Your continued participation in the Program following any notice of change to this Agreement or the Program shall constitute your binding acceptance of the same as replaced or modified. 9. Payment 9.1. Woodland Direct uses Pepper Jam to handle all of the tracking and payment. Woodland Direct is neither responsible nor liable for any type of commission payments to you. Pepper Jam handles and is solely responsible for any and all commission payments. 9.2. You are only eligible to earn commissions on sales occurring during the term of this Agreement, and fees earned through the effective date of termination will remain payable only if the related orders are not canceled or returned. If Woodland has reason to believe your orders/referrals were obtained fraudulently or through misrepresentation, Woodland has the right to alert Pepper Jam to withhold payment of commissions pending an investigation of the suspected fraud or misrepresentation. 10. Representations and Warranties 10.1. Each of us represent and warrant that: (i) we have the full right, power and authority to enter into and be bound by the terms of this Agreement and to perform the outlined obligations, without the approval or consent of any other third party; (ii) we have obtained all necessary permits, licenses and other authorizations required for performance under this Agreement; and (iii) the services rendered by each of us under this Agreement neither infringe nor violate any patent, trademark, copyright, trade secret, or other proprietary or intellectual property right of any third party. 10.2. You further represent and warrant that: 10.2.1. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement; 10.2.2. You are not relying on any representation, guarantee, or statement other than what is specifically set forth in this Agreement; 10.2.3. All content on your site is true and accurate to the best of your knowledge and is not defamatory, abusive, obscene, threatening, misleading or otherwise illegal; and 10.2.4. You and your site are compliant with all applicable laws and regulations. 11. Disclaimer WOODLAND DIRECT MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING WOODLAND DIRECT SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF WOODLAND DIRECT ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. 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. 12. Limitations of Liability WOODLAND DIRECT WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE, LOST BUSINESS OR GOODWILL, OR ANTICIPATED PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY ASPECT OF THE WOODLAND DIRECT AFFILIATE PROGRAM, WHETHER BASED IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF WOODLAND DIRECT OR ITS AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING OUT OF THE LICENSING, PROVISION OR USE OF THE WOODLAND DIRECT SERVICES OR DOMAINS. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL WOODLAND DIRECT'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE AMOUNTS PAYABLE TO AFFILIATE HEREUNDER. 13. Indemnification You hereby agree to indemnify and hold harmless Woodland Direct, and its subsidiaries and affiliates, and their directors, officers, employees, and agents, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) Your participation in the Program; (ii) any claim related to your site, including, but not limited to, content not attributable to us; (iii) any claim that the use of the affiliate trademarks actually or allegedly infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (iv) any breach of this Agreement, whether in tort, contract, intellectual property, or otherwise, including without limitation any claims or damages caused by your willful acts or negligence; or (v) any misrepresentation or false statement made by you. 14. Confidentiality All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked confidential or proprietary, or that by the nature of the circumstances surrounding the disclosure or receipt ought to be treated as confidential and proprietary, will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party. 15. Miscellaneous 15.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Woodland Direct. 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 any other of Your Site or otherwise, that reasonably would contradict anything in this Section. 15.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party. 15.3. Neither party will be considered to be in breach of, or default under this Agreement by reason of any delay or failure to perform as a result of any causes or conditions that are beyond our respective reasonable control. If any such force majeure event occurs, the affected party will give prompt written notice to the other and will use reasonable efforts to minimize the impact of the event. 15.4. Woodland Direct has the right (but not the obligation) to reference and use your name, titles, and trademarks to advertise, market, promote and publicize your participation in the Program in any manner. 15.5. The provisions set forth in Sections 11, 12, 13 and 14 and any other right or obligation of the Parties that, by its nature should survive termination or expiration of this Agreement, will survive any termination or expiration of this Agreement. 15.6. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Michigan without regard to the conflicts of laws and principles thereof. Affiliate irrevocably consents to the jurisdiction of the federal and state courts of Michigan. 15.7. The parties agree to try in good faith to settle any dispute relating to this Agreement within a reasonable period of time after such dispute arises. If the dispute is not resolved, then either party may refer the dispute to binding arbitration in Oakland County, Michigan. The arbitration will be conducted in accordance with the rules of the American Arbitration Association with one arbitrator selected by mutual agreement of the parties. 15.8. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties. 15.9. This Agreement represents the entire agreement between us and you, and shall supersede all prior understandings, agreements and communications of the parties, oral or written. 15.10. 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. 15.11. 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. 15.12. Any notices under this Agreement will be given in writing. All notices from you to us shall be sent via United States mail, postage prepaid, at the address below, or via email to marketing@woodlanddirect.com. Attn: Marketing Department Woodland Direct, Inc. 2025 Taylor Road Auburn Hills, MI 48326 BY SUBMITTING THIS APPLICATION, I HEREBY CERTIFY THAT I AM AUTHORIZED TO ACT AS OR ON BEHALF OF AFFILIATE AND THAT I HAVE READ AND ACCEPTED THE TERMS, CONDITIONS, AND DISCLOSURES ASSOCIATED WITH THIS AGREEMENT AND PROGRAM.