Dunn-Edwards DURA Affiliate Agreement

This Dunn-Edwards DURA Affiliate Agreement (this “Agreement”)
describes the terms and conditions for participation in the Dunn-Edwards DURA Affiliate
Program. BY SUBMITTING AN APPLICATION TO JOIN OR BY PARTICIPATING IN THE
PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE
BOUND BY ITS TERMS AND CONDITIONS.

Definitions

For purposes of this Agreement, the following terms (when
capitalized) shall have the meanings indicated:

“AAA” means the American Arbitration Association.

“Affiliate, “You,” or “ Your” means a
business, individual, or entity applying for participation in the Program, or
who is accepted into the Program and enters into this Agreement with Dunn-Edwards.

“Affiliate ID” means a special identifier that Dunn-Edwards
assigns to an Affiliate who has been accepted into the Program.

The “Affiliate Page” means the portion of the Dunn-Edwards
DURA Site that is designated as follows: https://dunnedwards.refersion.com/?oid=108845.

“Affiliate Site” or “Your Site” means
Your website, social media user-generated content, or online software
application.

“Application” means an Affiliate application in
the form specified on the Affiliate Page whereby an Affiliate applies to be
accepted into the Program.

“Approved Content” means data, images, text, link
formats, widgets, links, marketing content, and other linking tools;
application program interfaces; and other information that relates to the
Program and/or to services and/or products offered for sale online through the Dunn-Edwards
DURA Site, in each case to the extent approved by Dunn-Edwards for use by
Affiliates, as shown on the Affiliate Page.  

“Commission” means an amount payable by Dunn-Edwards
to an Affiliate under this Agreement in relation to a Qualifying Purchase of Dunn-Edwards
DURA services and/or products through the Dunn-Edwards DURA Site.

“Confidential Information” means any
information relating to Dunn-Edwards that We provide or make accessible to You
in connection with the Program that is not known to the general public or that
reasonably should be considered to be confidential.

“Customer”or “Our
Customer” shall mean a person or entity that purchases Dunn-Edwards DURA services
and/or products from the Dunn-Edwards DURA Site and is therefore a Dunn-Edwards
Customer. 

“Dunn-Edwards,” “We,” “Our,” or “Us” means
Dunn-Edwards Corporation, a Delaware corporation.

“Dunn-Edwards Marks” or “Our Marks” means
Dunn-Edwards trademarks, trade names, logos, trade dress, service marks,
corporate names, identifiers and any other distinctive names or brands or
intellectual property related to Dunn-Edwards, including without limitation, Dunn-Edwards
DURA Marks, whether registered or not.

“Dunn-Edwards DURA services and/or products” or “Dunn-Edwards
DURA products and/or services” means Dunn-Edwards services
and/or products related to Dunn-Edwards DURA Marks.

“Dunn-Edwards DURA Site” or “Our DURA Site” means
www.dunnedwardsdura.com.

The “FTC” means the U.S. Federal Trade Commission.

The “Program” means the Dunn-Edwards DURA Affiliate
Program described on the Affiliate Page.  The Program permits You to
monetize Your Site by placing Special Links on Your Site to the Dunn-Edwards
DURA Site.  When Customers click through Special Links on Your Site
and purchase Dunn-Edwards DURA services and/or products from the Dunn-Edwards
DURA Site, You can qualify to receive Commissions from Dunn-Edwards, subject to
the terms and conditions of this Agreement.

A “Qualifying Purchase” occurs when a Customer
clicks through a Special Link on Your Site to the Dunn-Edwards DURA Site, and,
during a Single Session, purchases one or more Dunn-Edwards DURA services
and/or products from the Dunn-Edwards DURA Site for which full payment is made to
and received by Dunn-Edwards.

“Service Offerings” means the Program, the Dunn-Edwards
DURA Site, any Dunn-Edwards DURA products and/or services offered on the Dunn-Edwards
DURA Site, any Special Links, link formats, Approved Content, Dunn-Edwards DURA
Marks, Dunn-Edwards DURA domain names, technology, software functions,
material, data, images, text, and other intellectual property rights,
information, and content provided or used by or on behalf of Dunn-Edwards DURA
in connection with the Program.

A “Single Session” is measured as beginning
when a Customer clicks through a Special Link on Your Site to the Dunn-Edwards
DURA Site and ending upon the first to occur of the following:  (i)
24 hours elapses from that click; (ii) the Customer places an order for Dunn-Edwards
DURA services and/or products on the Dunn-Edwards DURA Site; or (iii) the
Customer clicks through a Special Link to the Dunn-Edwards DURA Site that
appears on the website, social media user-generated content, or online software
application of a Program participant that is not You.  

“Special Link” means a link on the website,
social media user-generated content, or online software of a Program
participant to the Dunn-Edwards DURA Site that uses a special “tagged” link
format provided by Dunn-Edwards that is unique to the Program participant in
question.  

Eligibility

In order to participate in the Program, (i) You must be 18 years
of age or older, (ii) Your Site must contain original content and be publicly
available via the website address provided in Your Application, and (iii) You
must be in good standing with the FTC and in compliance with all FTC guidelines
and the terms and conditions of this Agreement.  Dunn-Edwards
reserves the unconditional right to accept or deny any applicant for the
Program.

You agree and understand that if Your marketing, Site, emails,
or any other communications associated with or for Your Site or the Program are
considered unsuitable You will be deemed, at the sole discretion of Dunn-Edwards,
ineligible to participate in the Program and disqualified from receiving any
recognition, Commissions, rewards, or other compensation or communications from
Dunn-Edwards.  Unsuitable Sites include, without limitation,
Affiliate Sites that (i) promote or contain sexually explicit or obscene
materials; (ii) promote violence or contain violent materials; (iii) promote or
contain false, deceptive, libelous, or defamatory materials; (iv) promote or
contain materials or activities that are hateful, harassing, harmful, invasive
of another’s privacy, abusive, or discriminatory; (v) promote or undertake
illegal activities; (vi) are directed toward children or knowingly collect, use,
or disclose personal information from children; (vi) contain any Dunn-Edwards
DURA Marks, or any marks that are confusingly similar to any Dunn-Edwards Marks
(except as otherwise expressly permitted in this Agreement); or (vii) otherwise
violate any intellectual property rights of Dunn-Edwards or others.  Dunn-Edwards
will determine unsuitability in its sole discretion.   

Enrollment

To begin the enrollment process, You must submit a completed
Application to Dunn-Edwards. The Application can be found on the Affiliate
Page.  You must identify Your Site in Your Application.  We
have sole discretion whether to approve or reject Your Application.

Dunn-Edwards will notify You by email within three to five
business days after receiving Your completed Application whether or not You are
accepted into the Program.

You must ensure that the information in Your Application, and
information otherwise associated with Your account on the Affiliate Page,
including, without limitation, Your email address, other contact information,
and identification of Your Site, is at all time complete, accurate, and
up-to-date.  Dunn-Edwards may send notifications, approvals, and
other communications relating to the Program and this Agreement to the email
address then currently associated with Your Program account.  You
will be deemed to have received all notifications, approvals, and other
communications sent to that email address, even if the email address associated
with Your account is no longer current.

Special Links

Once You are accepted into the Program, Dunn-Edwards will assign
You an Affiliate ID, which will be unique to You, and You will thereafter be
permitted to display Special Links on Your Site.  All Special Links
You display must use Your Affiliate ID.Special Links may be created by You or
made available to You by Dunn-Edwards.  You are solely responsible
for the content, style, and placement of each Special Link that You place on
Your Site and for ensuring that Special Links (whether created by You or made
available to You by Dunn-Edwards) include the appropriate formatting necessary
for Dunn-Edwards to properly track referrals of Customers from Your
Site.  You must not encourage Customers to bookmark Your Special
Links.  All Special Links must be accessed directly from Your
Site. You must include Your Affiliate ID as a parameter in the URL of each
Special Link You place on Your Site.

You may add or delete Dunn-Edwards DURA services and/or products
(and related Special Links) from Your Site at any time without Our
approval.  Special Links must link to Dunn-Edwards DURA services
and/or products listed in the Dunn-Edwards DURA Site.  When linking
to Dunn-Edwards services and/or products on the Dunn-Edwards DURA Site, You
must have additional original content on Your Site that is relevant to the
Special Link in question.   You must remove from Your Site any
Special Links and related references to limited time promotions as soon as
those promotions on the Dunn-Edwards DURA Site end.  For example, if
You include Special Links to indoor paint and mention that there is a 15%
discount on select types of indoor paint, You must remove the reference to the 15%
discount from Your Site as soon as the promotion ends.You must not make
inaccurate, overbroad, deceptive, or otherwise misleading claims about any services
and/or products, the Dunn-Edwards DURA Site, or any of Our policies,
promotions, or prices.

Approved Content

Once You are accepted into the Program, You will be authorized
to use the Approved Content, subject to the terms and conditions set forth in
this Agreement. You may access the Approved Content through the Affiliate Page,
using such passwords, protocols, etc., as Dunn-Edwards shall specify from time
to time.  You agree that You will (i) use the Approved Content only
in a lawful manner in accordance with and within the express scope of the terms
of this Agreement; (ii) not use the Approved Content in connection with any
site or application other than Your Site, or in any other manner that does not
have the principal purpose of advertising and marketing the Dunn-Edwards DURA
Site and driving ecommerce sales of Dunn-Edwards DURA services and/or products from
the Dunn-Edwards DURA Site; (iii) link each use of Dunn-Edwards DURA service
and/or product advertising to, and only to, the relevant page on the Dunn-Edwards
DURA Site, and not link any Approved Content to, or in conjunction with, any
page of a site other than the Dunn-Edwards DURA Site (however, parts of Your
Site that are not closely associated with any Approved Content may contain
links to sites other than the Dunn-Edwards DURA Site); (iv) not interfere, or
attempt to interfere, in any manner, with the functionality or proper working
of the Approved Content or the Dunn-Edwards DURA Site; (v) not remove, obscure,
alter, or make invisible, illegible, or indecipherable, any notice, including,
without limitation, any notice of intellectual property or proprietary right,
appearing on or contained within any Approved Content; (vi) not modify, alter,
tamper with, repair, or otherwise create derivative works of any Approved
Content; (vii) ensure that all Approved Content that appears on Your Site is
identical to Approved Content that You accessed on the Affiliate Page; and
(viii) promptly remove from Your Site and delete or otherwise destroy any
Approved Content that is no longer accessible on the Affiliate Page or that We
notify You is no longer applicable for Your use.

Trademark Guidelines

Dunn-Edwards may make certain Dunn-Edwards DURA Marks available
to You for use as part of the Approved Content.  You agree to follow
the following guidelines in connection with Your use of same:  (i)
You are allowed to use Dunn-Edwards DURA Marks only by display on Your Site
with the purpose of advertising availability of Dunn-Edwards DURA services
and/or products for purchase on the Dunn-Edwards DURA Site; (ii) Your use of Dunn-Edwards
DURA Marks must comply with the provisions of this Agreement; (iii) You may not
use or display any Dunn-Edwards DURA Marks in any manner that implies
sponsorship or endorsement by Us, to disparage Us, Our products, or services,
or in any way that may, in Our discretion, diminish or otherwise damage Our
goodwill in any Dunn-Edwards DURA Marks; (iv) You will not alter any Dunn-Edwards
DURA Marks in any manner (e.g., proportion, color, or font) from the way they
appear on (or are accessed from) the Affiliate Page; (v) each Dunn-Edwards DURA
Mark must appear by itself, in its entirety, with reasonable spacing between
each side of the Dunn-Edwards DURA Mark and other visual, graphic, or textual
elements; (vi) under no circumstances can any Dunn-Edwards DURA Mark be placed
on a background that interferes with the readability or display of that Dunn-Edwards
DURA Mark; (vii) all rights to Dunn-Edwards Marks are Our exclusive property,
and all goodwill generated through Your use of any Dunn-Edwards DURA Mark will
inure to Our exclusive benefit; (viii) You will not take any action that
conflicts with Our rights in, or ownership of, any Dunn-Edwards Mark; and (ix)
You cannot use or apply to register in any jurisdiction any trademark, domain
name, subdomain, username, or app name that is confusingly similar to any Dunn-Edwards
Mark.          

Intellectual Property Rights

Subject to the terms of this Agreement and solely for the
limited purposes of participation in the Program, Dunn-Edwards hereby grants
You a limited, revocable, non-transferable, non-sublicensable, non-exclusive,
and royalty-free license to (i) copy the Approved Content solely on Your Site;
(ii) use only those of the Dunn-Edwards DURA Marks as Dunn-Edwards makes
available to You as part of the Approved Content, solely on Your Site and in
accordance with the terms of this Agreement; and (iii) access the Approved
Content on the Affiliate Page.

This license will immediately and automatically terminate if at
any time You do not timely comply with any obligation under this Agreement, or
otherwise upon termination of this Agreement.  In addition, Dunn-Edwards
may terminate such license in whole or in part at any time upon written notice
to You.  Upon any such termination, You will promptly stop using, and
promptly remove from Your Site and delete or otherwise destroy, all of the
Approved Content and Dunn-Edwards DURA Marks with respect to which this license
is terminated, or as Dunn-Edwards may otherwise direct.  

Other than the limited license expressly set forth in this
Agreement, Dunn-Edwards reserves all right, title, and interest (including,
without limitation, all intellectual property and proprietary rights) in and
to, and You do not, by virtue of this Agreement or otherwise, acquire any
ownership interest or rights in or to, the Program, the Special Links, the
Approved Content, the Dunn-Edwards DURA Marks, or any other intellectual
property or technology that Dunn-Edwards provides or uses in connection with the
Program.  Forthwith upon any termination of this Agreement, You agree
to cease all use of the foregoing.

Responsibility for Your Site

You will be solely responsible for Your Site, including, without
limitation, its development, operation, and maintenance, and all materials that
appear on or within it.  You will, without limitation, be solely
responsible for:  (i) the technical operation of Your Site and all
related equipment; (ii) displaying Special Links and Approved Content on Your
Site in compliance with this Agreement; with all applicable laws, ordinances,
rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry
standards, self-regulatory rules, judgments, decisions, or other requirements
of any applicable governmental authority, including, without limitation, those
related to disclosures (e.g., the FTC Guides Concerning the Use of Endorsements
and Testimonials in Advertising), electronic marketing, data protection, and
privacy (for example if applicable, the California Consumer Privacy Act); and
with any agreement between You and any other person or entity; (iii) creating
and posting, and ensuring the accuracy, completeness, and appropriateness of,
all materials posted on Your Site (including, without limitation, all Dunn-Edwards
DURA services and/or products descriptions and other Dunn-Edwards DURA services
and/or products-related materials or information You include within or
associate with any Special Links); (iv) using the Approved Content, Your Site,
and the materials on or within Your Site in a manner that does not infringe,
violate, or misappropriate any of Our rights or those of any other person or
entity (including, without limitation, copyrights, trademarks, privacy,
publicity, or other intellectual property or proprietary rights); (vi)
disclosing on Your Site accurately and adequately, either through a privacy
policy or otherwise, how You collect, use, store, and disclose personal
information collected from visitors, and providing information on the visitors’
choices with respect to the collection, use, storage, etc., of such personal
information where required by applicable law; and (vii) ensuring that Your Site
does not include or propagate any spyware, malware, virus, worm, Trojan horse,
or other malicious or harmful code.       

Commissions

Subject to the limitations set forth below and elsewhere in this
Agreement, You will be paid a Commission on all Qualifying Purchases of Dunn-Edwards
DURA services and/or products made by Customers from the Dunn-Edwards DURA Site
during the term of this Agreement.  Commissions will only be paid on
sales that are made when the Customer clicks through a qualified, correctly
structured, Special Link. Properly coding Your Special Links is Your
responsibility.  Commissions can be viewed on the dashboard for Your
account on the Affiliate Page.

Affiliates earn a standard Commission rate of 15% for all Dunn-Edwards
DURA services and/or products, excluding sales tax and shipping
costs.  We reserve the right to reverse Commissions due to refunded
payments and erroneously coded Special Links. Commissions are paid out via
PayPal. It is Your responsibility to ensure that Your PayPal account details
are accurate and up-to-date in order to receive Commission payments.No
Commissions shall be paid with respect to any purchases of Dunn-Edwards DURA services
and/or products (i) that are effected in connection with any violation of this
Agreement; (ii) that are effected at or through a Dunn-Edwards store, rather
than through Our DURA Site; (iii) that are effected by a Customer through Our DURA
Site, but not during a Single Session that commenced upon the Customer’s
clicking through a Special Link on Your Site, even if that same Customer had
previously accessed Our DURA Site by clicking through a Special Link on Your
Site; (iv) that are effected after the termination of this Agreement; (v) for
which full pay payments have not been made or for which cancellations, returns,
or refunds have been initiated; (vi) that are effected by a Customer who is
referred to the Dunn-Edwards DURA Site through any advertisement that You
purchased through participation in bidding or auctions on keywords, search
terms, or other identifiers that include any trademarks, trade names, logos,
trade dress, service marks, corporate names, identifiers or any other names or
brands or intellectual property that are confusingly similar to any Dunn-Edwards
DURA Marks; (vii) that are effected by a Customer who is referred to the Dunn-Edwards
DURA Site by a link that is generated or displayed on a search engine (such as
Google, Yahoo, or Bing); (viii) that are effected by a Customer who is referred
to the Dunn-Edwards DURA Site by a link that sends users indirectly to the Dunn-Edwards
DURA Site via an intermediate site, without requiring the Customer to click on
a link or take some other affirmative action on that intermediate site; (ix)
that are effected by a Customer that does not comply with the terms and
conditions applicable to the Dunn-Edwards DURA Site; or (x) that are not
correctly tracked or reported because the Special Links from Your Site to the Dunn-Edwards
DURA Site are not properly formatted.  

Payment

You can request a payment of Your Commissions when Your
Commission balance reaches a minimum of $50 USD. You can request payment not
more often than once every 30 days, and payments will be made not later than 60
days after request for payment is received.  Payments are made via
PayPal. It is Your responsibility to ensure that Your PayPal account details
with Dunn-Edwards DURA are accurate and up-to-date in order to receive payment.

Refunds

In the event a Customer requests a refund for a transaction for
which You were credited a Commission, any Commission applicable to the refund
amount will be deducted from Your Commission account.

Representations, Warranties, and Covenants

You hereby represent, warrant, and covenant to Dunn-Edwards that
(i) You will participate in the Program and create, maintain, and operate Your
Site in accordance with this Agreement; (ii) this Agreement has been duly and
validly executed and accepted by You and constitutes Your legal, valid, and
binding obligation, enforceable against You in accordance with its terms; (iii)
the execution and performance by You of this Agreement and the consummation by
You of the transactions contemplated hereby will not, with or without the
giving of notice, the lapse of time, or both, conflict with or violate any
provision of law, rule, or regulation to which You are subject; any order,
judgment, or decree applicable to You or binding upon Your assets or
properties; any provision of Your by-laws or certificate of incorporation; or
any agreement or other instrument applicable to You or binding upon Your assets
or properties; (iv) no consent, approval, or authorization of, or exemption by
or filing with, any governmental authority or any third party is required to be
obtained or made by You in connection with Your execution, delivery, or
performance of this Agreement or the taking by You of any action contemplated
hereby; (v) there is no pending or, to the best of Your knowledge, threatened
claim, action, or proceeding against You, or any affiliate of Yours, with
respect to the execution, delivery, or performance of this Agreement; and, to
the best of Your knowledge, there is no basis for any such claim, action, or
proceeding; (vi) You have independently evaluated the desirability of
participating in the Program and are not relying on any representation,
guarantee, or statement other than as expressly set forth in this Agreement;
(vii) the information You provided (or will provide) in connection with the
Program was (and will be) accurate and complete at all times; and (viii) You
(if You are an individual) are at least 18 years of age. Dunn-Edwards does
not make any representation, warranty, or covenant regarding the amount of traffic
or fees You can expect at any time in connection with the Program, and will not
be liable for any actions You may undertake based on Your expectations.

Usage and Obligations

You must clearly state the following (or equivalent) on Your
Site or any other location where Dunn-Edwards may authorize Your display or
other use of any Special Links, Dunn-Edwards DURA Marks, or Authorized
Content:  “As a Dunn-Edwards DURA Affiliate, I earn from qualifying
purchases.”  Except for this disclosure, You will not make any public
communication with respect to this Agreement or Your participation in the
Program without Dunn-Edwards’ advance written permission.You will not engage in
any promotional, marketing, or other advertising activities on behalf of Dunn-Edwards,
or in connection with the Dunn-Edwards DURA Site or the Program, that are not
expressly permitted under this Agreement.  You will not engage in any
promotional, marketing, or other advertising activities using any Special
Links, Dunn-Edwards DURA Marks, or Approved Content in connection with any
email, print, or other offline promotions.The Program is designed for
Affiliates to promote via their legitimate channels of influence only. You will
not engage in any promotion via paid traffic (including, without limitation,
any adword or pay per click campaign), re-targeting, discount and/or coupon
site, or any other method that in the sole discretion of Dunn-Edwards is not in
accordance with the letter and spirit of this Agreement.You agree not to use
cookie stuffing techniques that set Your tracking cookies without the
Customer's knowledge. Your use of Special Links, Dunn-Edwards DURA Marks,
and/or Approved Content must relate only to paint, the paint process, DIY
projects, and/or home décor. Any other use of Special Links, Dunn-Edwards DURA
Marks, and/or Approved Content is prohibited.

You will never imply that You are acting on behalf of Dunn-Edwards,
and will never advertise any Dunn-Edwards DURA services and/or products
directly.

 Customers are not, by
virtue of Your participation in the Program, Your Customers.  As
between You and Us, all pricing, terms of sale, rules, policies, and operating
procedures concerning Customer orders, Customer service, and product sales set
forth on the Dunn-Edwards DURA Site will apply to those Customers and may be
changed by Dunn-Edwards at any time.  You will not handle or address
any contacts with any of Our Customers, and, if contacted by any of Our
Customers for a matter relating to an interaction with the Dunn-Edwards DURA
Site, You will state that those Customers must follow directions on the Dunn-Edwards
DURA Site to address Customer service issues.

You will not directly or indirectly purchase any services and/or
products through Special Links, whether for Your use or for the use of any
other person or entity; and You will not permit, request, or encourage any of
Your friends, relatives, employees, contractors, or business relations to
directly or indirectly purchase any services and/or products through any
Special Links, whether for their use, Your use, or the use of any other person
or entity.  Further, You will not purchase, or encourage the purchase,
of any services and/or products through Special Links for resale or commercial
use of any kind.

You must comply with all federal, state, and local regulations
that are applicable to You, including, without limitation, the CAN-SPAM Act of
2003 or other laws or regulations governing services and/or products marketing or
advertising, including without limitation, through calls, texts, emails,
websites, social media, etc. You may not engage in any activity that
involves, facilitates, advocates, or promotes one or more of the following: (i)
discrimination on the basis of race, ethnicity, gender, religion, sexual
orientation, age, national origin, or disability; ii) libelous, defamatory,
obscene, pornographic, sexually explicit, or abusive activities; (iii) gambling
or the use of illegal substances; (iv) sedition or illegal activities; (v)
false or misleading advertising; or (vi) a conflict with or violation of any
law, rule, or regulation, or the infringement of any intellectual property or
other rights of any person or entity.Upon Our request, You will provide Us with
written certification that You have complied with this Agreement, generally or
specifically with respect to any specified provision of this
Agreement.  Any failure to provide the certification in accordance
with Our request will constitute a material breach of this Agreement.

Term and Termination

Either You or Dunn-Edwards may terminate this Agreement at any
time, with or without cause, upon written notice given to the other.

No Commissions will be paid with respect to any Customer
transactions effected after the date of termination; but any Commission balance
with respect to past transactions will be paid to You within 60 days of
termination, except that if the total Commission balance is less than $10.00,
it will be forfeited.Upon termination, You agree to discontinue all use of Dunn-Edwards
DURA links, logos, banners, and other materials, including, without limitation,
all Special Links, Dunn-Edwards DURA Marks, and Authorized Content.No
termination of this Agreement shall limit or affect any obligations of one
party to the other that accrue prior to the date of termination, or obligations
(such as obligations relating to confidentiality or the use of intellectual
property) that, under the terms of this Agreement, are intended to survive
termination.

Governing Law

This Agreement shall be governed, construed, and enforced in
accordance with the laws of the State of California (without regard to its
conflicts of laws provisions).

Arbitration

All claims and disputes arising under or relating to this
Agreement shall be settled by binding arbitration, except that You may assert
claims in small claims court if Your claims qualify.  The arbitration
will be conducted by the AAA under its rules, including the AAA’s Supplementary
Procedures for Consumer-Related Disputes, if applicable. The AAA’s rules
are available at www.adr.org or by calling
1-800-778-7879.  Payment of all filing, administration, and
arbitrator fees will be governed by the AAA’s rules.  Dunn-Edwards
will reimburse those fees for any claim totaling less than $10,000 unless the
arbitrator determines the claim is frivolous.  Likewise, Dunn-Edwards
will not seek attorneys’ fees and costs in arbitration unless the arbitrator
determines the claim in question is frivolous.  You may choose to
have the arbitration conducted by telephone, based on written submissions, or in
person in the county where You live or at another mutually agreed location. Any
award in arbitration may be entered in any court of competent jurisdiction.

You and Dunn-Edwards agree that any dispute resolution
proceedings will be conducted only on an individual basis and not in a class,
consolidated, or representative action.  If for any reason a claim
proceeds in court rather than in arbitration, You and Dunn-Edwards waive any
right to a jury trial.  You also agree that We may bring suit in
court to enjoin infringement or other misuse of intellectual property rights.

Taxes

Dunn-Edwards may deduct or withhold any taxes that We may be
legally obligated to deduct or withhold from any amounts payable to You under
the Program.  From time to time, We may request tax information from
You.  If we request tax information from You and You do not provide
it to us, We reserve the right (in addition to any other rights or remedies
available to Us) to hold Your Commissions until You provide this information or
otherwise satisfy Us that You are not a person from whom We are required to
obtain tax information. 

Modification

Dunn-Edwards reserves the right to modify any of the terms and
conditions contained in this Agreement at any time and in Our sole discretion
by posting a change notice, revised Agreement, or revised policy on the
Affiliate Page or by sending written notification to You by email to the
primary email address then associated with Your Affiliate
account.  The effective date of such change will be the date
specified, which will be no less than seven calendar days from the date the
notice is provided.  YOUR CONTINUED PARTICIPATION IN THE PROGRAM
FOLLOWING THE EFFECTIVE DATE OF SUCH CHANGE WILL CONSTITUTE YOUR ACCEPTANCE OF
THE MODIFICATIONS.

Relationship of the Parties

Nothing in this Agreement shall be deemed to create a
partnership, joint venture, agency, or employment relationship between You and Dunn-Edwards.
You are participating as a fully-independent entity, and are responsible for
any and all federal, state, local, and/or foreign income taxes or fees that may
arise out of or relate to your operations under this Agreement, including,
without limitation, income, withholding, and employment taxes. Under no
circumstances will Dunn-Edwards be held liable for any of Your actions or
results.

Confidentiality  

All Confidential Information shall remain Dunn-Edwards’ exclusive
property.  You will use Confidential Information only to the extent
reasonably necessary for Your performance under this Agreement.  You
will not disclose Confidential Information to any third party, and You will
take all reasonable measures to protect the Confidential Information against
any use or disclosure that is not expressly permitted in this Agreement. 

Disclaimers

THE SERVICE OFFERINGS ARE PROVIDED “AS IS” AND “AS AVAILABLE,”
AND DUNN-EDWARDS MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER
EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE
OFFERINGS.  DUNN-EDWARDS DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE
SERVICE OFFERINGS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OT
TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE,
OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF ANY LAW, CUSTOM, COURSE
OF DEALING, PERFORMANCE, OR TRADE USAGE.  DUNN-EDWARDS MAY
DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES,
FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM
TIME TO TIME.  DUNN-EDWARDS DOES NOT WARRANT THAT THE SERVICE
OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED,
CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE,
ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. DUNN-EDWARDS WILL NOT BE
RESPONSIBLE FOR (I) ANY ERRORS, INACCURACIES, VIRUSES, MALICIOUS SOFTWARE, OR
SERVICE INTERRUPTIONS, INCLUDING, WITHOUT LIMITATION, POWER OUTAGES OR SYSTEM
FAILURES; OR (II) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION,
DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER
INFORMATION OR CONTENT.  NO ADVICE OR INFORMATION OBTAINED BY YOU
FROM US, OR FROM ANY OTHER PERSON OR ENTITY, OR THROUGH THE SERVICE OFFERINGS,
WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.  FURTHER,
DUNN-EDWARDS WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR
DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR
REVENUES, ANTICIPATED SALES, GOODWILL, OR OTHER  BENEFITS; (Y) ANY
INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH YOUR
PARTICIPATION IN THE PROGRAM; OR (Z) ANY TERMINATION OR SUSPENSION OF YOUR
PARTICIPATION IN THE PROGRAM.  NOTHING IN THIS PARAGRAPH WILL OPERATE
TO EXCLUDE OR LIMIT WARRANTIES, LIABILITIES, OR REPRESENTATIONS THAT CANNOT BE
EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation of Liability

DUNN-EDWARDS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL,
SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF REVENUE,
PROFITS, GOODWILL, USE, OR DATA ARISING IN CONNECTION WITH THE SERVICE
OFFERINGS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE
DAMAGES.  FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH
THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO YOU
UNDER THIS AGREEMENT IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH
THE EVENT GIVING RISE TO THE MOST RECENT CLAM OF LIABILITY
OCCURRED.  YOU HEREBY WAIVE ANY RIGHT OR REMEDY IN EQUITY, INCLUDING,
WITHOUT LIMITATION, THE RIGHT TO SEEK SPECIFIC PERFORMANCE, INJUNCTIVE, OR
OTHER EQUITABLE RELIEF.IN CONNECTION WITH THIS AGREEMENT.  NOTHING IN
THIS PARAGRAPH WILL OPERATE TO LIMIT LIABILITIES THAT CANNOT BE LIMITED UNDER
APPLICABLE LAW.

Indemnification

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DUNN-EDWARDS
WILL HAVE NO LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO THE
CREATION, MAINTENANCE, OR OPERATION OF YOUR SITE (INCLUDING, WITHOUT
LIMITATION, YOUR USE OF ANY SERVICE OFFERING) OR YOUR VIOLATION OF THIS
AGREEMENT, AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS DUNN-EDWARDS,
AND ITS EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, AND AFFILIATES, FROM
AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES
(INCLUDING, WITHOUT LIMITATION, COURT COSTS AND REASONABLE ATTORNEYS’ FEES)
RELATING TO (I) YOUR SITE OR ANY MATERIALS THAT APPEAR ON YOUR SITE, INCLUDING,
WITHOUT LIMITATION, THE COMBINATION OF YOUR SITE OR THOSE MATERIALS WITH OTHER
APPLICATIONS, CONTENT, OR PROCESSES; (II) THE USE, DEVELOPMENT, DESIGN,
MANUFACTURE, PRODUCTION, ADVERTISING, PROMOTION, OR MARKETING OF YOUR SITE OR
ANY MATERIALS THAT APPEAR ON OR WITHIN YOUR SITE; (III) YOUR USE OF ANY SERVICE
OFFERING, WHETHER OR NOT SUCH USE IS AUTHORIZED BY OR VIOLATES THIS AGREEMENT
OR APPLICABLE LAW; (IV) YOUR VIOLATION OF ANY TERM OR CONDITION OF THIS
AGREEMENT; OR (V) YOUR OR YOUR EMPLOYEES’ OR CONTRACTORS’ NEGLIGENCE OR WILLFUL
MISCONDUCT.

Additional Provisions

Dunn-Edwards may send You emails relating to the Program from
time to time.  In addition, Dunn-Edwards may (i) monitor, record,
use, and disclose information about Your Site and users of Your Site that We
obtain in connection with Your display of Special Links, Dunn-Edwards DURA
Marks, and/or Approved Content; and (ii) review, monitor, crawl, and otherwise
investigate Your Site to verify compliance with this Agreement.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 be enforceable against the parties and
their respective successors and assigns.This Agreement is the entire agreement
between You and Dunn-Edwards with respect to the subject matter hereof, and
supersedes all prior agreements and discussions with respect to such subject
matter.