This is a legal agreement between you and Potteryknobs.com. By clicking on the "submit" button at the end of the Affiliate Program Application, you acknowledge that you have read and understand the terms of this Agreement, you accept the terms outlined in this Agreement and you acknowledge that you are bound by the terms of this Agreement.

1. Enrollment in the Program
To begin the enrollment process, you will submit a complete Affiliate Program Application to us via our web site. We will evaluate your application and will notify you of your acceptance or rejection. We may reject your application if we determine in our sole discretion that your site is unsuitable for the Affiliate Program for any reason, including, but not limited to, if your site: incorporates any image or content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable; facilitates illegal activity; contains sexually explicit material; promotes violence; promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promotes illegal activities; or incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights (collectively "Content Restrictions").

2. Utilizing Our Links on Your Site
As an affiliate site ("Affiliate Site"), we will make available to you banner advertisements that link to our site, button links to our site and/or text links to our site (These links are referred to herein as "Links", or individually as a "Link"). Subject to the terms and conditions hereof, you may display Links on your Affiliate Site. In utilizing a Link, you agree that you will cooperate fully with us in order to establish and maintain such Link. You shall display Links throughout your Affiliate Site as you see fit. A graphic Link may not be modified without our consent. Each Link connecting users of your site to our site will in no way alter the look, feel or functionality of our site (for example, by using "framing" technologies or pop-up windows). We have the right in our sole discretion to review your Affiliate Site from time to time to determine if you are in compliance with the terms of this Agreement.

3. Order Processing
We will be responsible for providing all information necessary to allow you to make appropriate Links from your Affiliate Site to our site. In order to facilitate tracking of sales generated through use of the Links located on your Affiliate Site, we will provide you with special link formats to be used on your Affiliate Site. You will earn a commission only on sales generated from the use of properly formatted links on your Affiliate Site. We will process orders placed by customers who follow the Links from your Affiliate Site to the Potteryknobs.com site. We reserve the right to reject orders that do not comply with certain requirements that are established periodically by us. We will be solely responsible for all aspects of order processing and fulfillment, including order entry, payment processing, shipping, cancellations, returns and related customer service. We will track the volume and amount of sales generated by your site and will make unaudited reports, summarizing this sales activity, available to you through our site. The form, content, and frequency of the reports may vary from time to time in our sole discretion. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Links between your site and our site are properly formatted.

4. Commissions
We will pay you a commission equal to ten percent (10%) (the "Commission Rate") of Net Sales (as defined below), payable pursuant to Section 5. "Net Sales" means the net sale proceeds to us by users of your site who purchase Products utilizing the Links between your Affiliate Site and our site, excluding amounts collected by us for sales taxes, duties, shipping, handling, gift wrapping and similar charges. The Commission Rate of ten percent (10%) is subject to change at any time in our sole discretion. You will be notified of any change in the Commission Rate pursuant to the provisions of Section 11 of this Affiliate Program Agreement. Net Sales will also be reduced for amounts that we are unable to collect due to credit card fraud, bad debts and credits for returned goods.

Only Products that are sold by us to users of your site through Links on your Affiliate Site to our site that are shipped to a customer and for which we have received full payment will qualify for a commission. For a sale to generate a commission, the customer must follow the Link from your Affiliate Site to our site, purchase Product or Products using our online ordering system, accept delivery of the item at the shipping destination, and remit full payment to us.

5. Commission Payment
We will pay you commissions on a monthly basis. Approximately 30 days following the end of each calendar month, we will send you a check for the commissions earned on Products sold by us to users of your Affiliate Site through Links on your Affiliate Site to our site that we received payment for during that month, less any taxes that we are required by law to withhold. However, if the commissions payable to you for any month are less than $10.00 (the "Commission Payment Floor"), we will hold those commissions until the total amount due is at least equal to the Commission Payment Floor. If a Product that generated a commission is returned by the customer, we will deduct the corresponding commission from your next quarterly payment. If there is no subsequent payment, we will send you a bill for the fee, which bill must be paid upon receipt. The Commission Payment Floor is subject to change at any time in our sole discretion. You will be notified of any change in the Commission Payment Floor pursuant to the provisions of Section 11 of this Affiliate Program Agreement.

6. Policies and Pricing
Customers who buy Products through the Affiliate Program will be deemed to be customers of Potteryknobs.com. Accordingly, all Potteryknobs.com rules, policies, and operating procedures concerning customer orders, customer service, and sales will apply to those customers. We may change our policies and operating procedures at any time in our sole discretion. For example, we will determine the prices to be charged for items of Products sold under the Affiliate Program in accordance with our own pricing policies. Product prices and availability may vary from time to time.

7. Non-Exclusive Limited License and Use of Potteryknobs.com Logos and Trademarks
We grant you a non-exclusive, non-transferable, revocable right to (i) provide access to our site through 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 "Licensed Materials"), solely for the purpose of advertising Products or Potteryknobs.com on your Affiliate Site. You may not alter, modify or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials to the extent you are a member, in good standing, of the Affiliate Program.

You shall not make any use of any Licensed Materials for purposes other than advertising Products or Potteryknobs.com without first submitting a sample of such use to us and obtaining our prior written consent. You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays Potteryknobs.com in a negative light. We reserve all of our rights in the Licensed Materials, including, without limitation all intellectual property rights. We may revoke your license for the Licensed Material at any time by giving you notice in accordance with the provisions of Section 11 of this Affiliate Program Agreement. You shall obtain no rights in and to the Licensed Materials.

You shall not create, publish or distribute any written material that makes any reference to us without first submitting such material to us and receiving our written consent to such use.

This license for the Licensed Materials shall terminate upon the expiration or termination of this Agreement.

8. Non-Exclusive Limited License and Use of Affiliates Logos and Trademarks
You grant us a non-exclusive, non-transferable, revocable license to utilize your names, titles and logos, trademarks (collectively the "Affiliate Trademarks") to advertise, market, promote and publicize in any manner your participation in the Affiliate Program hereunder. Notwithstanding anything herein to the contrary, we are under no obligation to so advertise, market, promote or publicize. You hereby represent and warrant that you are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to us the license to use the Affiliate Trademarks in the manner contemplated herein, and such grant does not or will not (i) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon you, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.

We disclaim all liability for infringement of intellectual property rights related to the Affiliate Trademarks. Further, you agree to indemnify and hold us harmless from all claims, damages and expenses (including, without limitation, attorneys' fees and expert witness fees) relating to any breach of the above representations and warranties.

This license for the Affiliate Trademarks shall terminate upon the expiration or termination of this Agreement.

9. Responsibility for Your Site
You will be solely responsible for the development, operation and maintenance of your Affiliate Site and for all materials that appear on your Affiliate Site. We shall have no responsibility for the development, operation and maintenance of your Affiliate Site or for any materials that appear on your Affiliate Site. You shall also be responsible for ensuring that materials posted on your Affiliate 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), and ensuring that materials posted on your Affiliate Site are not libelous or otherwise illegal. You must have express permission to use another party's copyrighted or other proprietary material. We will not be responsible if you use another party's copyrighted or other proprietary material in violation of the law.

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

10. Term of the Agreements
The term of this Agreement will begin upon our acceptance of your Affiliate Program Application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. Notice by e-mail, to your address on our records, is considered sufficient notice for us to terminate this Agreement. If this Agreement is terminated because you have violated the terms of this Agreement or if this Agreement is terminated because your site becomes subject to the Content Restrictions set forth in Section 1, you are not eligible to receive any commission payments, even for commissions earned prior to the date of termination. If this Agreement is terminated for any other reason, you are only eligible to earn a commission on sales occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.

11. Modification
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion. Notice of any change by e-mail, to your address on our records, or the posting on our site of a change notice or a new agreement, is considered sufficient notice for notifying you of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the Commission Rate (following the expiration of the first two months of this Agreement), the scope of available commission fees, commission schedules, payment procedures, and Affiliate Program rules. All such modifications shall take effect 48 hours after we serve notice as provided above, unless we indicate otherwise. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Program following our posting of a change notice or new agreement on our site will constitute binding acceptance of such change.

12. Relationship of Parties
You and Potteryknobs.com 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. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

You may not make any press release with respect to this Agreement or your participation in the Affiliate Program without our prior written consent, which may be given or withheld in our sole discretion. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by the Agreement (including by expressing or implying that Potteryknobs.com supports, sponsors, endorses or contributes money to any charity or other cause).

You hereby grant us the right to issue press releases relating to the Affiliate Program and the fact that you are a member of the Affiliate Program, without seeking your prior consent. We agree to portray your involvement in the Affiliate Program accurately and in a manner that we believe to be in good taste.

13. Limitation of Liability
We 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 Affiliate 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 Affiliate Program will not exceed the total commissions paid or payable to you under this Agreement.

14. Disclaimers
We make no express or implied warranties or representations with respect to the Affiliate Program or any Products sold through the Affiliate Program (including, without limitation, warranties of fitness, merchantability, non-infringement, 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.

15. Representations and Warranties
You hereby represent and warrant to us that this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; and that the execution, delivery and performance by you of this Agreement are within your legal capacity and power; have been duly authorized by all requisite action on your part; require the approval or consent of no other persons; and neither violate nor constitute a default under (i) the provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or (ii) the terms of any other agreement, document or instrument applicable to you or binding upon you.

16. Confidentiality
We may disclose to you certain information as a result of your participation in the Affiliate Program, which information we consider to be confidential (herein referred to as "Confidential Information"). For purposes of this Agreement, the term "Confidential Information" shall include, but not be limited to: any modifications to the terms and provisions of this Agreement made specifically for your Affiliate Site and not generally available to other members of the Affiliate Program; website, business and financial information relating to Potteryknobs.com, customer and vendor lists relating to Potteryknobs.com; and pricing and sales information for Potteryknobs.com, and any members of the Affiliate Program, other than you. Confidential Information shall also include any information that we designate as confidential during the term of this Agreement. You agree not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if same is required by law or legal process. We make no warranty, expressed or implied, with respect to any information delivered hereunder, including implied warranties of merchantability, fitness for a particular purpose or freedom from patent, trademark or copyright infringements, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information and we shall not have any liability to you or to any other person resulting from your or such third person's use of the information.

17. Indemnification
You hereby agree to indemnify, defend and hold harmless Potteryknobs.com, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim or threatened claim that our use of the Affiliate Trademarks infringes on the rights of any third party; (ii) the breach of any representation or warranty made by you herein; or (iii) any claim related to your Affiliate Site.

18. Independent Investigation
You acknowledge that you have read this Agreement and agree to all of 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 competitive with your Affiliate Site. You have independently evaluated the desirability of participating in the Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement. You have had the opportunity to negotiate any of the terms of this Agreement, and if an ambiguity or question of intent or interpretation arises, no presumptions or burdens of proof shall arise favoring either you or us by virtue of authorship of any of the provisions of this Agreement.

19. Miscellaneous
This Agreement will be governed by the laws of the United States and the state of North Carolina, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Raleigh, North Carolina 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 such 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.