General terms and conditions for participation in Prima Natural's Affiliate Program

August 14, 2012

NOTE: PLEASE THOROUGHLY REVIEW THESE GENERAL TERMS AND CONDITIONS FOR PARTICIPATION IN PRIMA NATURAL'S AFFILIATE PROGRAM (THE "GENERAL TERMS AND CONDITIONS") BEFORE YOU COMMENCE YOUR PARTICIPATION IN PRIMA NATURAL'S AFFILIATE PROGRAM. IF YOU DO NOT AGREE TO BE BOUND BY THESE GENERAL TERMS AND CONDITIONS, PRIMA NATURAL IS NOT WILLING TO APPOINT YOU AS AN AFFILIATE AND YOU ARE NOT ALLOWED TO PARTICIPATE IN THE PRIMA NATURAL AFFILIATE PROGRAM. PLEASE NOTE THAT THE COMMENCEMENT OF ANY OF THE ACTIVITIES THAT ARE ALLOWED UNDER THE PRIMA NATURAL AFFILIATE PROGRAM WILL BE CONSIDERED AS AN ACCEPTANCE OF THESE GENERAL TERMS AND CONDITIONS.

1. BACKGROUND

Prima Natural has established an affiliate program, under which approved affiliates are entitled to promote Prima Natural and its products subject to the terms and conditions set out in these General Terms and Conditions (the "Prima Natural Affiliate Program").

2. DEFINITIONS

2.1 The following capitalized terms will have the meanings ascribed to them below, unless the context would obviously require otherwise.

"Affiliate" means an affiliate whose Affiliate Application has been accepted by Prima Natural by e-mail or otherwise in writing and who accepts these General Terms and Conditions.

"Affiliate Application" means the application form that must be submitted to Prima Natural in connection with the application to become a Prima Natural Affiliate.

"Affiliate Revenue Share" shall mean the revenue share that the Affiliate is entitled to, if any, in relation to sales of Prima Natural products that are tracked by the Prima Natural Tracking Functionality as sales that results from the Affiliate Promotional Activities performed hereunder.

"Affiliate Mailers" means newsletters and other mailers that the Affiliate issues from time to time to customers and other individuals who have accepted to receive such mailers from the Affiliate.

"Affiliate Promotional Activities" shall mean the promotional activities that the Affiliate performs hereunder in order to promote Prima Natural and the Prima Natural products as further specified in Section 3.1 hereto.

"Affiliate Resource Page" means the resource page that the Affiliate is granted access to when it has been approved as an Affiliate by Prima Natural, which specifies the Prima Natural Materials that the Affiliate is entitled to use whilst performing the Affiliate Promotional Activities hereunder.

"Affiliate Sites" means websites that are owned and controlled by the Affiliate.

"Affiliate User Account" means the Affiliate's user account for the Prima Natural Affiliate Program that: (i) specifies the contact details for the Affiliate; (ii) enables the Affiliate to use Prima Natural Tracking Functionality so that sales that directly relate to the Affiliate Promotional Activities can be properly tracked; (iii) specifies the Affiliate Revenue Share, if any.

"Effective Date" means the date when the Affiliate commences with any of the Affiliate Promotional Activities.

"Prima Natural Guidelines and Policies" means all other guidelines and policies of Prima Natural, its licensors and cooperation partners, including any updates of any of the foregoing, which Prima Natural makes available to the Affiliate on the Prima Natural website or otherwise in writing hereunder (including e-mails).

"Prima Natural Marks" means the name, trademarks, service marks, trade names, logos and/or other designations of origin of Prima Natural as specified on the Prima Natural website.

"Prima Natural Materials" means documents, texts, banners, graphics, logotypes, photos, screenshots, box shots and any and all other materials provided to the Affiliate on the Affiliate Resource Page or by any other means.

"Prima Natural Site" means http://www.primanatural.com/ including the shopping carts linked thereto.

"Prima Natural Products" shall mean all products that are subject to commerce on Prima Natural Site and feature Prima Natural Tracking Functionality.

"Prima Natural Tracking Functionality" means Prima Natural tracking functionality which tracks whether a sale of a Prima Natural product relates to the Affiliate Promotional Activities performed hereunder.

3. LICENSE RIGHTS AND RESTRICTIONS

3.1 Subject to the Affiliate's compliance with these General Terms and Conditions (including but not limited to the requirements set out in Section 4.1 below), Prima Natural grants the Affiliate, during the term hereof, a non-exclusive, non-transferable, non-sublicensable and limited license, to:

1. use the Prima Natural Marks and the Prima Natural Materials on the Affiliate Site(s) to provide links from the Affiliate Sites to the Prima Natural Site;
2. subject to Prima Natural's prior written approval, use the Prima Natural Marks, the Prima Natural Materials and the Prima Natural Products for any other promotional activities.

3.2 The Affiliate may not assign, delegate, sublicense, pledge or otherwise transfer the rights or licenses set out herein, or any of its obligations hereunder to any third party other than as expressly granted under these General Terms and Conditions.

3.3 The Affiliate may not alter, change, modify or adapt the Prima Natural Marks or the Prima Natural Materials, unless otherwise approved by Prima Natural in writing (in each specific case).

3.4 The Prima Natural Marks, the Prima Natural Materials and the Prima Natural Products and any and all patents, copyrights, trademarks, design rights and any and all other intellectual property rights associated therewith, are the exclusive property of Prima Natural and its licensors. All rights in and to the Prima Natural Marks, the Prima Natural Materials and the Prima Natural Products are reserved by Prima Natural and its licensors and the Affiliate obtains no other rights than the limited license rights explicitly granted under Section 3.1 above.

4. THE AFFILIATE'S OBLIGATIONS

4.1 The Affiliate undertakes to:

1. place links on the Affiliate Sites to the Prima Natural Site through use of the Prima Natural Marks and the Prima Natural Materials;
2. ensure that the Affiliate Sites do not contain any content that is illegal or which can be considered as defamatory, racist, abusive or fraudulent;
3. ensure that the Affiliate Mailers that include Prima Natural Marks, Prima Natural Materials or links to Prima Natural Products cannot be considered as spam or unsolicited e-mails;
4. ensure that all use of the Prima Natural Marks or the Prima Natural Materials is made in compliance with the Prima Natural Guidelines and Policies and Prima Natural's instructions from time to time;
5. upon Prima Natural's request, promptly remove from any Affiliate Sites or any Affiliate Mailer any Prima Natural Marks, Prima Natural Materials or any text relating to Prima Natural or the Prima Natural products;
6. ensure that the use of the Prima Natural Marks, the Prima Natural Materials and the Prima Natural Products are made in compliance with any and all applicable laws and regulations, including but not limited to export control laws, privacy laws, marketing laws and consumer protection laws;
7. ensure that the contact information in the Affiliate User Account is complete, correct and at all times accurate;
8. provide current and accurate Affiliate name, address, email address, telephone number, billing and payment information and maintain the accuracy of such information at all times;
9. provide Affiliate tax identification or social security number should payments reach or exceed $600 in any given calendar year; and
10. ensure that no third party is given access to the password of the Affiliate User Account and immediately inform Prima Natural of any suspected misuse of the afore-mentioned password.

4.2 The Affiliate shall, during the term hereof and thereafter, indemnify Prima Natural against any and all liabilities, damages, claims, suits, demands, losses, costs and expenses (including reasonable legal fees and expenses) suffered or incurred by Prima Natural due to: (i) the Affiliate's breach of these General Terms and Conditions; or (ii) otherwise due to the Affiliate's use of the Prima Natural Marks or the Prima Natural Materials. The Affiliate agrees to hold Prima Natural and any of its assigns or related companies harmless from and against any and all costs and/or expenses incurred in defending against or enforcing such losses, claims, costs, expenses (including reasonable legal fees and expenses), claims, demands, suits, damages or liabilites arising out of or relating in any way to the use of the Affiliate Program or the services under this agreement.

4.3  If the Affiliate is an organization or institution, the individual signing up for the Prima Natural Affiliate Program represents and guarantees that he or she is duly authorized to enter into this agreement on behalf of that organization or institution.

5. PRIMA NATURAL'S OBLIGATION

Prima Natural shall pay any Affiliate Revenue Share that the Affiliate is entitled to in connection with the Affiliate Promotional Activities hereunder, if any, without undue delay. Any Affiliate Revenue Share percentage shall be calculated on the end user purchase price of the applicable Prima Natural product exclusive of any and all discounts, coupon discounts, taxes and shipping fees (if applicable).

Prima Natural reserves the right to determine the method and form of payment(s). All payment(s) will be made in U.S. dollars.

The Affiliate will only be entitled to Affiliate Revenue Share on sales of Prima Natural products which can be tracked by the Prima Natural Tracking Functionality as a referral sale from that Affiliate.

6. DISCLAIMER

THE PRIMA NATURAL MARKS, THE PRIMA NATURAL MATERIALS AND THE PRIMA NATURAL PRODUCTS (AND ANY AND ALL PARTS THEREOF) ARE PROVIDED "AS IS" AND PRIMA NATURAL MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE PRIMA NATURAL MARKS, THE PRIMA NATURAL MATERIALS OR THE PRIMA NATURAL PRODUCTS, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTIES' INTELLECTUAL PROPERTY RIGHTS.

PRIMA NATURAL DOES NOT GUARANTEE OR PREDICT ANY TYPE OF PROFIT OR RESPONSE FROM THIS AFFILIATE PROGRAM.

7. LIMITATION OF LIABILITY

7.1 EXCEPT AS EXPRESSLY SET FORTH IN THESE GENERAL TERMS AND CONDITIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR: (I) INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES; NOR FOR (II) DAMAGE TO PROPERTY; LOSS OF USE OR DATA; LOSS OF SERVICE; INTERRUPTIONS; MERCHANTABILITY; LOSS OF PRODUCTION; OR LOST PROFITS, SAVINGS OR REVENUES OF ANY KIND (WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL); NO MATTER WHAT THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 Notwithstanding anything to the contrary herein, Prima Natural's total accumulated liability hereunder shall not exceed the payments made to the Affiliate hereunder during the period of time the Affiliate operated in the interest of the Prima Natural Affiliate Program, and under Prima Natural approval.

7.3 Notwithstanding the above, the limitation of liabilities set out in Section 7.1 above shall not apply in case of gross negligence or willful misconduct or in case of a breach of, or in relation to, Section 3, Section 4.1 (ii)-(x), Section 4.2 and Section 8.

7.4 No action, regardless of form, arising out of any alleged breach of these General Terms and Conditions may be brought by either party more than twelve (12) months after the cause of action occurred or became known to the claiming party, whichever is later.

8. CONFIDENTIALITY

The Affiliate undertakes to keep and treat as confidential and not disclose to any third party any information relating to Prima Natural's business and trade secrets received in connection with the Affiliate's participation in the Prima Natural Affiliate Program (including but not limited to product related and commercial information) nor make use of such information for any purpose whatsoever other than for the purposes of its participation in the Prima Natural Affiliate Program. The confidentiality undertaking shall last during the term of the Affiliate's participation in the Prima Natural Affiliate Program and for a period of five (5) years thereafter.

9. TERM AND TERMINATION

9.1 Prima Natural may further prematurely terminate the Affiliate's participation in the Prima Natural Affiliate Program with immediate effect: (i) if the Affiliate, in Prima Natural's reasonable discretion, is in material breach of these General Terms and Conditions; (ii) if the Affiliate's use of the Prima Natural Marks, in Prima Natural's reasonable discretion, dilutes or tarnish the Prima Natural Marks or harms the reputation of Prima Natural in any way; (iii) if the Affiliate becomes insolvent or enter into liquidation, bankruptcy or other procedure due to its inability to pay its debts; (iv) for any reason in Prima Natural's discretion; or (v) in the event of a change of control of Prima Natural.

Affiliate participation shall be terminated immediately should the Affiliate use the Prima Natural Affiliate program as part of any bulk email campaign. Affiliate may also be subject to fines and legal actions as a result of such bulk email campaign.

9.2 Upon termination or expiration of the Affiliate's participation in the Prima Natural Affiliate Program, all rights granted to the Affiliate hereunder shall terminate and the Affiliate shall: (i) cease any and all use of the Prima Natural Marks, the Prima Natural Materials and the Prima Natural Products; and (ii) destroy any Confidential Information of Prima Natural received hereunder.

9.3 Sections which by their nature are intended to survive the termination or expiration of these General Terms and Conditions, shall so survive the expiration or termination hereof, including but not limited to Section 4.2, Section 6, Section 7, Section 8 and Section 12.

10. REVISIONS OF THESE GENERAL TERMS AND CONDITIONS

Prima Natural reserves the right to revise these General Terms and Conditions as needed. If the Affiliate does not accept the revised General Terms and Conditions, the Affiliate is entitled to terminate its participation in the Prima Natural Affiliate Program with immediate effect upon written notice to Prima Natural (including e-mail). Continued use of and/or participation in the Affiliate Program constitues acceptance by the Affiliate of any changes and/or new terms and conditions.

11. MISCELLANEOUS

11.1 All notices required or permitted to be given by either party under these General Terms and Conditions shall be in writing and may be delivered by courier, registered mail, facsimile or e-mail and shall be deemed given upon dispatch of such notice. A notice to the Affiliate shall be made to the contact details specified in the Affiliate User Account, and notices to Prima Natural shall be made to the contact details specified on Prima Natural website.

11.2 The Affiliate may not assign any of its rights or obligation under these General Terms and Conditions to a third party without the prior written consent of Prima Natural.

11.3 The failure by Prima Natural or the Affiliate to enforce any provisions of these General Terms and Conditions or to exercise any right in respect thereto shall not be construed as constituting a waiver of its rights thereof.

11.4 If any provision of these General Terms and Conditions is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

11.5 The Affiliate's participation in the Prima Natural Affiliate Program is not intended to establish any partnership, agency, joint venture, employment, or other relationship between the Prima Natural and the Affiliate except that of independent contractors.

11.6 These General Terms and Conditions contains the entire agreement between the parties on the subject matter hereof and supersedes all undertakings and agreements previously made between the parties with respect to the subject matter of these General Terms and Conditions.

11.7 Except as set out in Section 10 above, these General Terms and Conditions may be modified only by a written document duly signed by both parties and referencing these General Terms and Conditions.

12. GOVERNING LAW AND ARBITRATION

In the event of a dispute or issue, the Affiliate agrees to first notify Prima Natural or any such dispute or issue. The Affiliate agrees to submit any dispute or issue to the Community Dispute Resolution Service or any recognized Arbitration Board located within Jefferson County, Kentucky USA before instituting litigation.