Affiliate Membership Registration

This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Donald A. Gardner Interactive, LLC Affiliate Program (the "Program"). As used in this Agreement, "we" means Donald A. Gardner Interactive, LLC, "you" means the applicant, and "product" means any item offered for sale on the Donald A. Gardner Interactive, LLC Web site. "Site" means a World Wide Web site and, depending on the context, refers either to Donald A. Gardner Interactive, LLC's site (inclusive of our affiliate reporting site) or to the site that you will link to our site.

1. Enrollment in the Program
To begin the enrollment process and become an Affiliate Member, you will submit a complete Program application via our site. We will evaluate your application in good faith 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 Program.
Unsuitable sites include, but are not limited to, sites that:

promote or contain or link to sexually explicit materials
promote violence
promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
promote illegal activities
violate intellectual property rights or violate any local, state, federal or other law or regulation
contain any libelous, defamatory or disparaging materials
contain little or no original content

If we reject your application, you are welcome to reapply to the Program at any time.

2. Promotion of our Affiliate Relationship
As an affiliate site, we will make available to you a variety of graphic and textual links (each of these links sometimes being referred to herein as "Links" or, individually, as a "Link") which, subject to the terms and conditions hereof, you may display as often and in as many areas on your site as you desire.

The Links will serve to identify your site as a member of the Affiliate Program and will establish a link from your site to ours. The Links may connect to any areas of our site, including the Donald A. Gardner Interactive, LLC home page. We provide access to a toolkit with an HTML generator. You must use the generator to create your links in order to meet the criteria in the operating agreement.

If you would like to use links not created by the generator, or you would like to modify the links generated by the generator, you need prior written permission from Donald A. Gardner Interactive, LLC. The generator will also provide additional linking methods, such as banners. You may not alter banners, logos, or other content available through the link generator without prior written permission from Donald A. Gardner Interactive, LLC.

Additional brands and pricing issues may be added from time to time. Additionally, new standards will be on our web site from time to time. You agree to ensure that all such changes are appropriately adhered to.

3. Order Processing
We will process product orders placed by customers who follow Links from your site to Donald A. Gardner Interactive, LLC product pages. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing.

We will track sales made to customers who purchase products using authorized Links from your site to our site and will provide you reports summarizing this sales activity. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Links between your site and our site are created with the HTML generator. If our product pages change and you have Links that direct visitors to these pages, we will re-direct your visitors to an appropriate page automatically.

4. Referral Commissions
Affiliate Member shall receive from Donald A. Gardner Interactive, LLC compensation as follows:

If a customer (1) initially enters Affiliate's website, (2) then continues on by entering Donald A. Gardner Interactive, LLC's Website through a link from the Affiliate's website, (3) concurrently registers as a member of Donald A. Gardner Interactive, LLC's Website ("Registered Member"), and (4) concurrently purchases a product from Donald A. Gardner Interactive, LLC's Website, then Donald A. Gardner Interactive, LLC shall pay to Affiliate Member a "Referral Commission". The Referral Commission shall be an amount equal to ten percent (10%) of any net commission Donald A. Gardner Interactive, LLC receives from such Registered Member's purchase of a product from Donald A. Gardner Interactive, LLC's Website. Further, if such Registered Member subsequently purchases additional products through the Donald A. Gardner Interactive, LLC Website, then the Affiliate Member shall be entitled to be paid the Referral Commission. Affiliate Member shall only receive Referral Commissions from a customer who initially becomes a member of the Donald A. Gardner Interactive, LLC Website through Affiliate Member's website. For example, if a Registered Member of Donald A. Gardner Interactive, LLC's Website (who was not originally registered as a member through Affiliate Member's website) makes a purchase on the Donald A. Gardner Interactive, LLC Website through Affiliate Member's website or otherwise, then Affiliate Member shall not be entitled to receive the Referral Commission.

If a customer (1) who is not a Registered Member of the Donald A. Gardner Interactive, LLC Website calls Affiliate Member, (2) Affiliate Member refers such customer to the Donald A. Gardner Interactive, LLC Website, (3) such customer becomes a Registered Member of the Website as a result of such referral and (4) makes a purchase of a product from the Donald A. Gardner Interactive, LLC Website, then Affiliate shall be paid the Referral Commission. However, Affiliate Member must notify Donald A. Gardner Interactive, LLC by phone or in writing of the name, address, and phone number of the customer prior to such customer becoming a Registered Member in order to receive a Referral Commission.

In the event of a dispute between you and any other Affiliate Member with regard to the Referral Commission, the decision by Donald A. Gardner Interactive, LLC shall be final and binding upon you.

Note: The commission rate is subject to change at any time or from time to time, in our sole and absolute discretion. We will pay commissions on a quarterly basis. Within 25 days after the end of each calendar quarter, Donald A. Gardner Interactive, LLC will send you a check for any commissions due on amounts received by us, during that quarter, in each case, less any taxes and shipping and handling charges that Donald A. Gardner Interactive, LLC may be required to withhold or pay.

The first round of checks will be mailed after the the first quarter of 2002. We will not pay any individual or business less than $50.00 in any given quarter. If the $50.00 minimum requirement is not met, your balance will carry over in successive quarters until the $50.00 amount is reached.

5. Policies and Pricing
Customers who buy products through this Program will be deemed to be customers of Donald A. Gardner Interactive, LLC. Accordingly, all Donald A. Gardner Interactive, LLC rules, policies, and operating procedures concerning customer orders, customer service, marketing, promotions, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our 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 cannot guarantee the availability or price of any particular product.

For additional information on our policies and pricing, please see the About Donald A. Gardner Interactive, LLC and FAQs pages on Donald A. Gardner Interactive, LLC.

6. Identifying Yourself as an Affiliate Member
We will make available to you a graphic image that identifies your site as a Program participant. You will prominently display this logo or the phrase "in association with Donald A. Gardner Interactive, LLC" on your site. We may modify the text or graphical image of this notice from time to time.

7. Limited License
We grant you a non-exclusive, non-transferable, non-sublicensable, revocable right to use the icon and message described in this agreement and such other images for which we grant express permission (collectively "Marks"), solely for the purpose of identifying your site as a Program participant. You may not modify the Marks, the message, or any of our proprietary identifying logos or images in any way. We reserve all of our rights in the Marks and the message including all trade names, trademarks, and all other related intellectual property rights. We may revoke your license at any time by giving you written notice.

8. Responsibility for Your Site
Subject to our right of approval relating to your exercise of the licenses granted herein, 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 our site
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 Donald A. Gardner Interactive, LLC, it's successors, members and assigns harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.

Except as provided here you agree that you have no right, title or interest in or to the Marks, the message or any of our proprietary materials. You agree not to apply for registration of any of the Marks (or any mark similar there to) anywhere around the world. You agree that you will not engage, participate or otherwise become involved in any activity or course of action that diminishes and/or tarnishes the image and or reputation of Donald A. Gardner Interactive, LLC or any of its Marks.

You acknowledge and agree that your web site information (name, URL, traffic counts, etc.) may be utilized by Donald A. Gardner Interactive, LLC. Possible uses include (but are not limited to) lists of the busiest sites, lists of member sites, etc. You agree to allow Donald A. Gardner Interactive, LLC to use screen shots of any web page that contains the Donald A. Gardner Interactive, LLC HTML code in Donald A. Gardner Interactive, LLC promotional materials.

The information provided by Donald A. Gardner Interactive, LLC to you may be proprietary in nature. You represent and warrant to us that you are not and shall not be a competitor of Donald A. Gardner Interactive, LLC and agree not to share our confidential information with any competitors.

9. Term of the Agreement
The term of this Agreement will begin upon our acceptance of your 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 written notice of termination. You are only eligible to earn referral fees on sales occurring during the term of this Agreement, and fees earned through the date of termination will remain payable only if the related product orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

10. 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, fee schedules, payment procedures, and Program rules. Your continued participation now, or within thirty (30) days following the posting notice of any changes in these terms and conditions, will constitute a binding acceptance by you of such rules, changes or modifications. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT; OTHERWISE, 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.

11. Relationship of Parties
You and we are independent contractors, and nothing in this Agreement will create any partnership, fiduciary, 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.

12. 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 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 to this Agreement.

13. 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, 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.

14. Indemnification
You hereby agree to indemnify, defend and hold harmless Donald A. Gardner Interactive, LLC, its members, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, demands, 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, are related to, or are based on (i) the breach of any representation, warranty, agreement or covenant made by you herein; or (ii) or any claim related to your site.

15. Confidentiality
Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent necessary to exercise rights and perform obligations under this Agreement. The foregoing restrictions will not apply to information to the extent (i) was known to the receiving party at the time of disclosure; (ii) has become publicly known through no wrongful act of the receiving party; (iii) has been rightfully received from a third party under no obligation to the disclosing party; (iv) has been disclosed by court order or as otherwise required by law if the receiving party has given the disclosing party a reasonable opportunity to contest or limit the scope of such required disclosure.

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. Rendering Use
We may provide rendering and floor plan artwork to you, for use on your Site. You may not change the artwork images in any way, and you must ensure that the following information always appears each time you use our artwork images:

the copyright symbol
the plan's copyright year
our company name (Donald A. Gardner, Inc., or Donald A. Gardner Architects, Inc.)

You may not copy or download artwork from our Site. Use of photography that we own is not allowed without our express permission.

18. Miscellaneous
This Agreement will be governed by the laws of the United States and the State of South 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 Greenville County, South 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 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.