Displays2go

Affiliate Agreement

THE AGREEMENT: This
Affiliate Agreement (hereinafter called the "Agreement") is provided
by the following organization, hereinafter referred to as "Company":
Displays2go. Our primary website is located at the address listed above. The
Agreement is a legal document between you and the Company that describes the
affiliate relationship we are entering into. This
Agreement covers your responsibilities as an affiliate and our responsibilities
to you. Please ensure you read and understand the entirety of this document, as
well as have a lawyer's assistance if you desire, because each of the terms of
this Agreement are important to our working relationship.

1) DEFINITIONS

The parties referred to in this Agreement shall be defined as
follows:

a) Company, Us, We: As we describe above,
we'll be referred to as the Company. Us, we, our, ours and other first-person
pronouns will also refer to the Company, as well as all employees or legal
agents of the Company.

b) You, the Affiliate: You will be referred to as the
"Affiliate." You'll also be referred to throughout this Agreement
with second-person pronouns such as You, Your, or Yours.

c) Parties: Collectively, the parties to this Agreement (the
Company and You) will be referred to as "Parties" or individually as
"Party."

d) Affiliate Program: The program we've set up for our affiliates
as described in this Agreement.

e) Affiliate Application: The fully completed form which must be
provided to us for consideration of your inclusion in the Affiliate Program.

f) Website: The primary website we've noted above will be referred
to as Website.

2) ASSENT & ACCEPTANCE

By submitting an application to our
Affiliate Program, you warrant that you have read and reviewed this Agreement
and that you agree to be bound by it. If you do not agree to be bound by this
Agreement, please leave the website immediately and do not submit
an application to our Affiliate Program. This Agreement specifically
incorporates by reference any Terms of Conditions, Privacy Policies, End-User
License Agreements, or other legal documents which we may have on our website.

3) AGE RESTRICTION

You must be at least 18 (eighteen) years of age to join our
Affiliate Program or use this Website. By submitting an
application to our Affiliate Program, you represent and warrant that you
are at least 18 years of age and may legally agree to this Agreement. The
Company assumes no responsibility or liability for any misrepresentation of
your age.

4) PROGRAM SIGN-UP

Displays2go’s Affiliate Program is managed by the following
authorized Affiliate Network: Shareasale.com, Inc.

In order to sign up for our Affiliate Program, you
will first be asked to submit an Affiliate Application to join. The Affiliate
Application may be found at the following website: displays2go.com/s-4392/affiliates.

Submitting an Affiliate Application does not guarantee inclusion
in the Affiliate Program. We evaluate each and every
application and are the sole and exclusive decision-makers on Affiliate
acceptance. If we choose not to allow your inclusion in the Affiliate Program,
we will attempt to notify you in a reasonable manner. If you do not hear from
us within a reasonable time frame, please consider your application rejected.
We are not obligated to provide you any explanation for your rejection, but
please be advised we may reject applicants for any reason or manner, including
but not limited to a website or social media page which violates our Acceptable
Use Policy.

If your Affiliate Application is rejected, you may not reapply. If
your Affiliate Application is accepted, each of the terms and conditions in
this Agreement applies to your participation. We may also ask for additional
information to complete your Affiliate Application or for you to undertake
additional steps to ensure eligibility in the Affiliate Program.

5) NON-EXCLUSIVITY

This Agreement does not create an exclusive relationship between
you and us. You are free to work with similar affiliate program providers in
any category. This agreement imposes no restrictions on us to work with any
individual or company we may choose.

6) AFFILIATE PROGRAM

After your acceptance in the Affiliate Program, you must ensure
your account is set up thoroughly, including specific payout information and
location (such as a bank or online account which we may use to post payment).

Please be advised the below is a general description of the
Affiliate Program. Everything contained in this subsection is subject to the
specific terms and conditions throughout the rest of this Agreement.

We will provide you with a specific link or links which correspond
to certain products we are offering for sale (collectively, the
"Link"). The Link will be keyed to your identity and will send online
users to the Company's website or websites. You hereby agree to fully cooperate
with us regarding the Link and that you will explicitly comply
with all of the terms of this Agreement for the promotion of the Link at all
times. We may modify the specific link or links and will notify you if
we do so. You agree to only use links which are prior approved by us and to
display the Link prominently on your website or social media page, as described
in your Affiliate Application (collectively, the "Affiliate Site").

Each time a user clicks through the Link posted on the Affiliate
Site and completes the sale of the product or service and we determine it is a
Qualified Purchase, as described below, you will be eligible to receive the
following percentage of the sale: 8% (eight percent).

7) SPECIFIC TERMS APPLICABLE

We will determine whether payout is permissible in our sole and
exclusive discretion. We reserve the right to reject sales that do not comply
with the terms of this Agreement.

As described above, in order to be
eligible for payout, user purchases must be "Qualified Purchases."
Qualified Purchases:

a) Must not be referred by any other partner or affiliate links of
the Company (in other words, Qualified Purchases are only available through
your specific Affiliate Link;

b) May not be purchased by an already-existing partner or
affiliate of the Company;

c) May not be purchased prior to the Affiliate joining the
Affiliate Program;

d) May only be purchased through a properly-tracking Affiliate Link;

e) May not be purchased by a customer in violation of any of our
legal terms or Acceptable Use Policy;

f) May not be fraudulent in any way, in the Company's sole and
exclusive discretion;

g) May not have been induced by the Affiliate offering the
customer any coupons or discounts.

8) TRADEMARK AND PAY PER CLICK (“PPC”) BIDDING POLICY

<![if !supportLists]>a)   
<![endif]>Affiliates
must not use any of the following URLs, including misspellings and variations,
in the display URL in any PPC advertising content: www.displays2go.com,
www.postupstand.com, www.trtbanners.com, www.medifor.com.

 

<![if !supportLists]>b)   
<![endif]>Affiliates
must not state or otherwise imply that their advertisement is sponsored or
endorsed by Displays2go.

 

<![if !supportLists]>c)   
<![endif]>Affiliates
must not bid on D2G Group trademarks and URLs, including but not limited to
those shown below:

 

Displays2go	www.displays2go.com
Post Up Stand	www.postupstand.com
TRT Banners	www.trtbanners.com
Medifor	www.medifor.com

10) PAYOUT INFORMATION

Displays2go is neither responsible nor liable for any type of
commission payments to you. The Affiliate Networks handle and are solely
responsible for any and all commission payments.

11) REPORTS

You may log into your account with the Affiliate Network to review
reports related to your affiliation, such as payout reports and Qualified Click
and/or Purchase information. Please be advised however, that not all listed
qualifying clicks and/or purchases have been fully reviewed for accuracy in the
reports viewable by you in real-time and therefore may be subject to change
prior to payout.

12) TERM, TERMINATION & SUSPENSION

The term of this Agreement will begin when we accept you into the
Affiliate Program. It can be terminated by either Party at any time with or
without cause.

You may only earn payouts as long as you
are an Affiliate in good standing during the term. If you terminate this
Agreement with us, you will qualify to receive payouts earned prior to the date
of termination.

If you fail to follow the terms of this Agreement or any other
legal terms we have posted anywhere on our website or websites, you forfeit all
rights, including the right to any unclaimed payout.

We specifically reserve the right to terminate this Agreement if
you violate any of the terms outlined herein, including, but not limited to,
violating the intellectual property rights of the Company or a third party,
failing to comply with applicable laws or other legal obligations, and/or
publishing or distributing illegal material.

At the termination of this Agreement, any provisions that would be
expected to survive termination by their nature shall remain in full force and
effect.

13) INTELLECTUAL PROPERTY

You agree that the intellectual property owned by the Company
includes all copyrights, trademarks, trade secrets, patents, and other
intellectual property belonging to the Company ("Company IP").

Subject to the limitations listed below, we hereby grant you a
non-exclusive, non-transferable, revocable license to access our websites in
conjunction with the Affiliate Program and use the Company IP solely and
exclusively in conjunction with identifying our company and brand on the
Affiliate Site to send customers to the Affiliate links we provide. You may not
modify the Company IP in any way and you are only
permitted to use the Company IP if you are an Affiliate in good standing with
us.

We may revoke this license at any time and if we find that you are
using the Company IP in any manner not contemplated by this Agreement, we
reserve the right to terminate this Agreement.

Other than as provided herein, you are not permitted to use any of
the Company IP or any confusingly similar variation of the Company IP without
our express prior written permission. This includes a restriction on using the
Company IP in any domain or website name, in any keywords or advertising, in
any metatags or code, or in any way that is likely to cause consumer confusion.

Please be advised that your unauthorized use of any Company IP
shall constitute unlawful infringement and we reserve all of
our rights, including the right to pursue an infringement suit against you in
federal court. You may be obligated to pay monetary damages or legal fees and
costs.

You hereby provide us a non-exclusive license to use your name,
trademarks and servicemarks if applicable and other
business intellectual property to advertise our Affiliate Program.

14) MODIFICATION & VARIATION

The Company may, from time to time and at any time, modify this
Agreement. You agree that the Company has the right to modify this Agreement or
revise anything contained herein. You further agree that all modifications to
this Agreement are in full force and effect immediately upon posting on the Website
and that modifications or variations will replace any prior version of this
Agreement, unless prior versions are specifically referred to or incorporated
into the latest modification or variation of this Agreement. If we update or
replace the terms of this Agreement, we will let you know via electronic means,
which may include an email. If you don't agree to the update or replacement,
you can choose to terminate this Agreement as described below.

a) To the extent any part or subpart of this Agreement is held
ineffective or invalid by any court of law, you agree that the prior, effective
version of this Agreement shall be considered enforceable and
valid to the fullest extent.

b) You agree to routinely monitor this Agreement and refer to the
Effective Date posted at the top of this Agreement to note modifications or
variations. You further agree to clear your cache when doing so to avoid
accessing a prior version of this Agreement.

15) RELATIONSHIP OF THE PARTIES

Nothing contained within this Agreement shall be construed to form
any partnership, joint venture, agency, franchise, or employment relationship.
You are an independent contractor of the Company and will
remain so at all times.

16) ACCEPTABLE USE

You agree not to use the Affiliate Program or our Company for any
unlawful purpose or any purpose prohibited under this clause. You agree not to
use the Affiliate Program in any way that could damage our websites, products,
services, or the general business of the Company.

a) You further agree not to use the Affiliate Program:

I) To harass, abuse, or threaten others or otherwise violate any
person's legal rights;

II) To violate any intellectual property rights of the Company or
any third party;

III) To upload or otherwise disseminate any computer viruses or
other software that may damage the property of another;

IV) To perpetrate any fraud;

V) To engage in or create any unlawful gambling, sweepstakes, or
pyramid scheme;

VI) To publish or distribute any obscene or defamatory material;

VII) To publish or distribute any material that incites violence,
hate, or discrimination towards any group;

VIII) To unlawfully gather information about others.

17) AFFILIATE OBLIGATIONS & FTC COMPLIANCE

You are responsible for ensuring operation and maintenance of the
Affiliate Site, including technical operations, written claims, links, and
accuracy of materials. You must ensure, as noted above, that the Affiliate Site
does not infringe upon the intellectual property rights of any third party or
otherwise violate any legal rights.

We may monitor your account, as well as clicks and/or purchases
coming through your account. If we determine you are not in compliance with any
of the terms of this Agreement, we have the right to immediately terminate your
participation in the Affiliate Program.

We require all of our Affiliates to
comply with all applicable statutes, regulations, and guidelines set by the
federal government, through the Federal Trade Commission, as well as state and
local governments as mandated. The Federal Trade Commission requires that
affiliate relationships, such as the relationship between you and the Company,
be disclosed to consumers.

We recommend that you seek independent legal counsel to advise you
of our obligations to disclose in this manner.

You are required to post a conspicuous notice on your website
regarding the Affiliate Program. The notice does not have to contain the
precise words as the example given below, but should be similar:

We engage in affiliate marketing whereby we receive funds through
clicks to our affiliate program through this website or we receive funds
through the sale of goods or services on or through this website. We may also
accept advertising and sponsorships from commercial businesses or receive other
forms of advertising compensation. This disclosure is intended to comply with
the US Federal Trade Commission Rules on marketing and advertising, as well as
any other legal requirements which may apply.

We also require you to comply with any and all
applicable data privacy and security laws and regulations, including all of
those which may impact your country of residence or your visitors. Such
regulations include, but are not limited to, any applicable laws in the United
States or the General Data Protection Regulation of the European Union. We also
require that you implement adequate organizational and technical measures to
ensure an appropriate level of security for the data that you process. Further,
you hereby agree to comply with any requests which we may make to you regarding
compliance with the General Data Protection Regulation or requests which you
may receive from data subjects.

If we find you are not in compliance with any of the requirements
of this subpart, we may terminate our relationship with you at our sole and
exclusive discretion.

18) REVERSE ENGINEERING & SECURITY

You agree not to undertake any of the following actions:

a) Reverse engineer, or attempt to reverse engineer or disassemble
any code or software from or on any of our websites or services;

b) Violate the security of any of our websites or services through
any unauthorized access, circumvention of encryption or other security tools,
data mining or interference to any host, user or
network.

19) DATA LOSS

The Company does not accept responsibility for the security of
your account or content. You agree that your participation in the Affiliate
Program is at your own risk.

20) INDEMNIFICATION

You agree to defend and indemnify the Company and any of its
agents (if applicable) and hold us harmless against any and all legal claims
and demands, including reasonable attorney's fees, which may arise from or
relate to your use or misuse of the Affiliate Program, your breach of this
Agreement, or your conduct or actions. You agree that the Company shall be able
to select its own legal counsel and may participate in its own defense, if the Company wishes.

21) SPAM POLICY

You are strictly prohibited from using the Affiliate Program for
illegal spam activities, including gathering email addresses and personal
information from others or sending any mass commercial emails.

22) ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the
Parties with respect to the Affiliate Program. This Agreement supersedes and
replaces all prior or contemporaneous agreements or understandings, written or
oral.

23) SERVICE INTERRUPTIONS

The Company may need to interrupt your access to the Affiliate
Program to perform maintenance or emergency services on a scheduled or
unscheduled basis. You agree that your access may be affected by unanticipated
or unscheduled downtime, for any reason, but that the Company shall have no
liability for any damage or loss caused as a result of
such downtime.

24) NO WARRANTIES

You agree that your use of the Affiliate Program is at your sole
and exclusive risk and that any services provided by us are on an "As
Is" basis. The Company hereby expressly disclaims any
and all express or implied warranties of any kind, including, but not
limited to the implied warranty of fitness for a particular purpose and the
implied warranty of merchantability. The Company makes no warranties that the
Affiliate Program will meet your needs or that it will be uninterrupted,
error-free, or secure. The Company also makes no warranties as to the
reliability or accuracy of any information. You agree that any damage that may
occur to you, through your computer system, or as a result of loss of your data
from your use of the Affiliate Program is your sole responsibility and that the
Company is not liable for any such damage or loss.

25) LIMITATION ON LIABILITY

The Company is not liable for any damages that may occur to you as a result of your participation in the Affiliate Program,
to the fullest extent permitted by law. The maximum liability of the Company
arising from or relating to this Agreement is limited to one hundred ($100) US
Dollars. This section applies to any and all claims by
you, including, but not limited to, lost profits or revenues, consequential or
punitive damages, negligence, strict liability, fraud, or torts of any kind.

26) GENERAL PROVISIONS:

A) LANGUAGE: All communications made or
notices given pursuant to this Agreement shall be in the English language.

B) JURISDICTION, VENUE & CHOICE OF LAW: Through your
participation in the Affiliate Program, you agree that Massachusetts shall
govern any matter or dispute relating to or arising out of this Agreement, as
well as any dispute of any kind that may arise between you and the Company,
with the exception of its conflict of law provisions. In case any litigation
specifically permitted under this Agreement is initiated, the Parties agree to
submit to the personal jurisdiction of the state and federal courts of the
following county: Bristol County, Massachusetts. The Parties agree that this
choice of law, venue, and jurisdiction provision is not permissive, but rather
mandatory in nature. You hereby waive the right to any objection of venue,
including assertion of the doctrine of forum non conveniens
or similar doctrine.

C) ARBITRATION: In case of a dispute between the Parties relating
to or arising out of this Agreement, the Parties shall first attempt to resolve
the dispute personally and in good faith. If these personal resolution attempts
fail, the Parties shall then submit the dispute to binding arbitration. The
arbitration shall be conducted in the following county: Bristol County. The
arbitration shall be conducted by a single arbitrator, and such arbitrator
shall have no authority to add Parties, vary the provisions of this Agreement,
award punitive damages, or certify a class. The arbitrator shall be bound by
applicable and governing Federal law as well as the law of Massachusetts. Each
Party shall pay their own costs and fees. Claims necessitating arbitration
under this section include, but are not limited to:
contract claims, tort claims, claims based on Federal and state law, and claims
based on local laws, ordinances, statutes or regulations. Intellectual property
claims by the Company will not be subject to arbitration and may, as an
exception to this subpart, be litigated. The Parties, in agreement with this
subpart of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.

D) ASSIGNMENT: This Agreement, or the rights granted hereunder,
may not be assigned, sold, leased or otherwise
transferred in whole or part by you. Should this Agreement, or the rights
granted hereunder, by assigned, sold, leased or
otherwise transferred by the Company, the rights and liabilities of the Company
will bind and inure to any assignees, administrators, successors, and
executors.

E) SEVERABILITY: If any part or subpart of this Agreement is held
invalid or unenforceable by a court of law or competent arbitrator, the
remaining parts and subparts will be enforced to the maximum extent possible.
In such condition, the remainder of this Agreement shall continue in full
force.

F) NO WAIVER: In the event that we fail
to enforce any provision of this Agreement, this shall not constitute a waiver
of any future enforcement of that provision or of any other provision. Waiver
of any part or subpart of this Agreement will not constitute a waiver of any other
part or subpart.

G) HEADINGS FOR CONVENIENCE ONLY: Headings of parts and subparts
under this Agreement are for convenience and organization, only. Headings shall
not affect the meaning of any provisions of this Agreement.

H) FORCE MAJEURE: The Company is not liable for any failure to
perform due to causes beyond its reasonable control including, but not limited
to, acts of God, acts of civil authorities, acts of military authorities,
riots, embargoes, acts of nature and natural disasters, and other acts which
may be due to unforeseen circumstances.

I) ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications
are permitted to both Parties under this Agreement, including email or fax. For
any questions or concerns, please email us at the following address:
affiliates@d2ggroup.com.