Devonhill's Foundation Affiliate Agreement

In order to be compensated as an AFFILIATE for referring customers for the products and services on any of our web sites, you agree to the terms and conditions of this agreement. DEVONHILLS and AFFILIATE are entering into a simple business agreement in the best interests of both parties. AFFILIATE and DEVONHILLS are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship, or the relationship of principal and agent between the parties. All copyrighted material and trademarked names and logos used in accordance with this Agreement by either or both parties remain the exclusive intellectual property of the respective originating or issuing parties. No transference of intellectual property ownership or conveyance of rights is intended or conferred in this Agreement. Sales and interests in this Agreement may not be transferred or sold to any other entity and all business between the parties is subject to the terms of this Agreement. Both parties will be held to confidence in any matters of business with regard to this Agreement.

In order to encourage win/win partnerships and discourage one time personal-use affiliate sales, all Affiliates are standard affiliates until their activities move them up to Certified Affiliates. Only Certified Affiliates are eligible to earn commission on their own purchases. To become a Certified Affiliate you need to have regular activity on your Affiliate account such as, regular click throughs in excess of 100 per month from banners, text links, blogs or any such source (spamming is prohibited), verified opt-ins in excess of 25, or have a minimum or 5 or more sales of DEVONHILLS products to customers other then yourself and/or spouse. Only Certified Affiliates are eligible to earn commission on their own purchases.

Standard Affiliates are not eligible to become Certified Affiliates until 30 days from the start of the Affiliate account has been activated. All Affiliate sales and activity in the first 30 days, however, will be considered toward Certified Affiliate status after said initial 30 day period.

AFFILIATE shall indemnify and hold DEVONHILLS harmless from any and all legal actions, damages or liabilities incurred from the day-to-day operations of AFFILIATE. Under no circumstances will DEVONHILLS be liable whether in tort, contract or otherwise for indirect, incidental, consequential, special or exemplary damages (including but not limited to damages for any loss of revenue, profits, business interruption, loss of business information or data, loss of goodwill, work stoppage, hardware or software failure, or other pecuniary loss) arising from or relating to any provision of this Agreement or the program. Without limiting the foregoing, DEVONHILLS aggregate liability arising with respect to this Agreement will not exceed the total fees paid or payable to AFFILIATE under this agreement. DEVONHILLS will own all right, title and interest in and to all information that is created or collected in the operation of the DEVONHILLS site and reserves the right to amend or terminate this Agreement at any time, with or without notice to AFFILIATE at its sole discretion and/or without any reasons.

It is the full responsibility of AFFILIATE to market the Products and services in a legal, ethical and honest fashion and AFFILIATE agrees that DEVONHILLS will be held harmless from any and all actions of AFFILIATE and AFFILIATE marketing and promotional programs. Affiliate shall at all times comply with all local and Federal spam, fax broadcast and telemarketing laws. Any affiliate advertisement that does not comply with applicable local, state or federal laws is strictly forbidden and shall be expressly defined as unauthorized use of DEVONHILLS trademarks, marks and names. Should action be brought against DEVONHILLS for such activity by Affiliate, Affiliate agrees to bear all costs and penalties associated with such activity including, but not limited to DEVONHILLS legal costs for any alleged infraction of these laws. DEVONHILLS reserves the right to amend all pricing plans, commissions or conditions relative to this agreement. DEVONHILLS reserves the right to terminate any affiliate with or without cause at the sole discretion of DEVONHILLS with or without notice. By joining the DEVONHILLS affiliate program, affiliate is tendering his/her personal guarantee of these terms and conditions. Affiliate further agrees and warrants that it will comply with all local, state and federal laws (including, but not limited to, the "CAN-SPAM" Act, effective January 1, 2004) regarding the sending of e-mails.

Affiliate shall not issue nor cause to be issued any news/media/press release that uses the DEVONHILLS trademarks(s) without prior written consent from DEVONHILLS.

The laws of the State of Arizona shall govern this Agreement. Should there be any legal dispute between the parties, then both parties agree to take the matter before arbitration/mediation in Pima County,AZ should DEVONHILLS request arbitration/mediation in lieu of formal legal process. Both parties mutually agree that the sole legal venue for all disputes shall be in the court with appropriate jurisdiction in Pima County, Arizona.