Affiliate Terms and Conditions

FOREWORD

Our affiliates are very important to us. We do our best to treat you with all fairness and respect and we ask that you do the same. We have written the following affiliate agreement with you in mind, as well as to protect our company's good name. Feel free to reach out to us if you have any questions.

We are strong believers in straight-forward and honest communication. For quickest results please email us at contact@miriamsearthencookware.com. You can also reach us via phone: 617-600-4492.

Best regards,

Miriam

The MEC Marketing Team

miriamsearthencookware.com

AFFILIATE AGREEMENT

PLEASE READ THE ENTIRE AGREEMENT.

YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND MIRIAMSEARTHENCOOKWARE.COM

BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

1. Overview

This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in miriamsearthencookware.com’s Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and our web site. Please note that throughout this Agreement, "we," "us," and "our" refer to Miriamsearthencookware.com, and "you," "your," and "yours" refer to the affiliate.

2. Affiliate Rights & Obligations

2.1. To begin the enrollment process, you will complete and submit the online application on our affiliate page on the website miriamsearthencookware.com. The fact that we auto-approve applications does not imply that we may not re-evaluate your application. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including if it:

(a) Promotes sexually explicit materials

(b) Promotes violence

(c) Promotes discriminatory information or material.

(d) Promotes illegal activities

(e) Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law

(f) Includes "Miriams Earthen Cookware" or any variations or misspellings thereof in its domain name

(g) Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.

(h) Contains software downloads that potentially enable diversions of commission from other affiliates in our program.

(i) You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are miriamsearthencookware.com or any other affiliated business.

2.2. As a member of miriamsearthencookware.com's Affiliate Program, you will have access to Affiliate Account Manager. Here you will be able to review our Program’s details and any previously-published material for affiliates, download HTML code (that provides for links to web pages within our web site) and banners, browse and get tracking codes for our coupons and deals. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with.

2.3. It is fully your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.

2.4. Miriamsearthencookware.com reserves the right, at any time, to review your placement and approve the use of your Links and require that you change the placement or use to comply with our guidelines.

2.5.The Miriams Earthen Cookware brand stands for ‘healthy, non-toxic and green cookware’. We request that our brand be marketed in those terms. Please reach out to us if you have any questions or concerns regarding associating the MEC clay cookware brand with any of these terms or the like.

2.6. The maintenance and the updating of your site will be your responsibility. We may review and/or monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.

2.7. If you've been selected to receive a free sample of any of our products, you agree that you intend to write an honest review and/or recipes showcasing the product/s within 14 days of receiving it. In case you have issues while using the product you agree to contact us of any defects or malfunctioning and not give any reviews that would negatively affect the seller/manufacturer, publicly.

3. Miriamsearthencookware.com Rights & Obligations

3.1. We have the right to review your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel need to be made, or to make sure that the links to our web site are appropriate and to notify further of any changes that should be made. We request that you respond to our request and make the necessary changes at your earliest convenience.

3.2. If any fraudulent activity is detected, Miriamsearthencookware.com has the right to terminate this agreement and your participation in our affiliate program immediately. And we will not be liable for any commissions for such fraudulent sales.

3.3. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.

4. Termination

Both parties involved have the right to terminate this agreement AT ANY TIME, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, we have the right to terminate this agreement upon any breach of terms & conditions mentioned in the agreement.

5. Modification

The terms and conditions on this agreement may be subject to changes and/or updates anytime. And we will notify you via email at least two weeks prior to the changes taking effect. Modifications may also include, and are not limited to, changes in the payment procedures etc.

6. Commission & Payment

Company shall keep accurate and up-to-date records of the data used to determine the total amount of Commissions owed to Affiliate. Affiliate shall be given reasonable access to these records upon request, and is available through the affiliate area on the member page as well. Any discrepancy between the amount of Commissions owed according to these records, and the actual amount of Commissions paid to Affiliate in any period or periods shall be rectified by Company within 14 days of discovering such discrepancy.

Commissions are held for a period of 1 month from any purchase to protect Company in the event of any chargeback that may occur. Company shall pay all Commissions accrued and payable to Affiliate within 7 days of the first day of each month (the “Commission Payment Date”). If on any Commission Payment Date, the amount of total Commissions accrued and payable to Affiliate is less than $10.00, then such accrued and payable balance shall be held over to the following month, and paid together with the Commissions due for that month. If at any time, the balance of accrued and payable Commissions is held over for 2 consecutive months, then Company shall pay all accrued and payable Commissions to Affiliate in the third month, regardless of the total amount owed. Payment is made via the Affiliate PayPal account.

In the event that Affiliate materially breaches this Agreement and Company terminates this Agreement because of such breach, then any accrued and payable Commissions owing to Affiliate shall be forfeited, and Company shall not be obligated to pay such Commissions to Affiliate.

7. Access to Affiliate Account Interface

You will need to create a username and password so that you may enter our secure affiliate account interface. There you will be able to receive your performance reports, commission’s calculations, and other promotional material such as banners and the necessary codes.

8. Promotion Restrictions

8.1. Please note that certain forms of advertising are always prohibited by Miriamsearthencookware.com. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote Miriamsearthencookware.com so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote Miriamsearthencookware.com if the news group welcomes commercial messages. At all times, clearly represent yourself and your web sites as independent from us.

8.2. Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as miriamsearthencookware.com, Miriams Earthen Cookware, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from our Affiliate Program. We will do everything possible to contact the affiliate prior to the ban.

8.3. Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in our products).

8.4. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited our site (i.e., no page from our site’s content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that:

(a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email;

(b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines);

(c) set commission tracking cookies through loading of our site in IFrames, hidden links and automatic pop ups that opens our site;

(d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing;

(e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.

(f) Affiliate will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property therein.

9. Grant of Licenses

9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of our Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Miriamsearthencookware.com.

9.2. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

10. Disclaimer

MIRIAMSEARTHENCOOKWARE.COM MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING its products AND WEB SITE OR OR SERVICES PROVIDED THEREIN. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE,

11. Representations and Warranties

You represent and warrant that:

11.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable in accordance with its terms;

11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;

11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

12. Limitations of Liability

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL MIRIAMSEARTHENCOOKWARE.COM'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

13. Indemnification

You hereby agree to indemnify and hold harmless MIRIAMSEARTHENCOOKWARE.com, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.

14. Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

15. Miscellaneous

15.1. You are aware and agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Miriamsearthencookware.com. You will not make any statement, whether on Your Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.

15.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.

15.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Massachusetts without regard to the conflicts of laws and principles thereof.

15.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

15.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.

15.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.

15.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.

~ Thank you ~