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RENSUP.COM WEB PARTNER PROGRAM: OPERATING AGREEMENT

This Operating Agreement contains the complete terms and conditions that apply to your participation as an Partner in the Web Partner Program of rensup.com. Rensup.com is a division of The Renovator's Supply, Inc. located in Millers Falls Massachusetts, to establish links from your web site to our web site. By clicking on the "submit Application" button on our Partner Sign-Up page you indicate that you have read this Operating Agreement and agree to be bound by its terms and conditions. If you do not accept this agreement, you are not authorized to be an partner, and may not use our links, graphics, and utilities on your website.

RENSUP.COM PARTNER AGREEMENT DEFINITIONS:

"We", "Our", "Us", "Merchant", Rensup, Renovator's, Yield House, The Renovator's Supply, Inc, Yield House Industries, Inc. -Rensup.com

"You" -the business, individual or entity applying for participation in the Rensup.com Web Partner Program.

"Partner" - the business, individual or entity that displays Rensup.com products, services and/or promotions on its internet site in exchange for receiving remuneration from the Merchant for net sales resulting from such display.

"Partner Site" - the Partner's internet site which displays our products, services and/or promotions.

"Partner ID" - the Partner's identification number used to track and report all related transactions between the partner and rensup.com.

"Web Partner Program" - the Rensup.com Web Partner Program

"Net Sales" - total dollars paid to Rensup.com for merchandise minus any tax, shipping, handling, crating, gift wrapping, bank fees, and similar charges, amounts due to credit card fraud, bad debt, and credits for returned goods.Gift certificates are considered customer deposits and commission does not apply until the certificate is redeemed for merchandise.

"New Customer" - First sale from a unique individual that has not previously purchased from any household and a unique household where no individual from that household has previously purchased from rensup.com.

"Regular Customer" -Any customer that has placed an order with rensup.com within the last 24 months. Every time a customer orders, that customer is re-activated under your partner ID for a period of 24 months. Following the 24-month period, if a customer orders through you, that customer will once again be activated under your partner ID for an additional 24 months. If, however, that customer orders through another partner member, the customer will then be activated to the other partner ID as a regular customer and the other partner will solely receive commissions on merchandise net sales.

1. Web Partner Program Enrollment: To become a participant in the rensup.com Web Partner Program, you will have to submit a complete Web Partner Program Application via our Web site. The application can be found here. We will evaluate your application in good faith and notify you of your acceptance or rejection in a timely manner. We may reject your application if we determine, in our sole discretion, that your Web site is not suitable for the Web Partner Program for any reason, including, but not limited to, inclusion of content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable, which by way of example only, contains (I) sexually explicit, pornographic or obscene content (whether in text or graphics), (ii) speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise), (iii) graphic violence (which may include certain types of game sites), (iv) content related to liquor, tobacco, firearms, drugs, gambling, crime or death, (v) politically sensitive or controversial issues (e.g. abortion, capital punishment) or other political content (e.g. lobbyists, political campaigns), (vi) any unlawful behavior or conduct or (vii) any violation of intellectual property rights. If we reject your application, you are welcome to reapply to the Web Partner Program at any time, provided, you alter your Web site to delete all offending content.

2. Promotion of Our Partner Relationship: As an partner site, we will make available to you a variety of graphic and textual links (each of these links sometimes being referred to herein as "Links" or, individually, as a "Link"), which, subject to the terms and conditions hereof, you agree to display prominently throughout your site as you see fit and with our consent. The Links will serve to identify your site as a member of the Rensup.com Web Partner Program and will establish a link from your site to ours. The Links may connect to any area of our site. In utilizing the Links, you agree that you will cooperate fully with us in order to establish and maintain such links. You also agree that you will display on your site only those graphic or textual images (indicating a Link) provided by us, and you will substitute such images with any new images provided by us from time to time throughout the term of this Agreement. All Partner Sites shall display such graphic and/or textual images prominently in relevant sections of their site. All Links may be modified and/or expanded from time to time throughout the term of this Agreement pursuant to the mutual agreement of the parties hereto. Each Link connecting users of your site to the pertinent area of our site will in no way alter the look, feel, or functionality of our site. In addition, we encourage (but do not require) you to include a Link to the home page of our site.

3. Non-Exclusive Limited Licenses: You grant us a non-exclusive license to utilize your names, titles and logos, trademarks and service marks (collectively, "Partner Materials"), with prior written consent from you, to advertise, market, promote and publicize in any manner under this Agreement. We will not, however, be required to advertise, market, promote or publicize your Web site. You represent to us that you are the sole and exclusive owner of the Partner Materials and have the right and power to grant to us this license and such grant does not or will not (i) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon you, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity. This license shall terminate upon the effective date of the expiration or termination of this Agreement. We grant you a non-transferable, non-exclusive, revocable license to (i) access our Web site through links established solely as set forth under the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, service marks and similar identifying material (collectively, "Licensed Materials"), solely for the purpose of selling products on your Web site. You are not permitted to alter, modify or change the Licensed Material in any way whatsoever. You may only use the Licensed Materials to the extent you are a member, in good standing, of the Web Partner Program. You may not use any Licensed Materials for purposes other than selling our products, without first submitting a sample of such use to us and receiving our prior written consent. You are not permitted to use the Licensed Materials in any manner that is disparaging or that otherwise portrays rensup.com or anyone else negatively. We reserve all of our rights in the Licensed Materials and all other intellectual property rights. We may revoke your license at any time by written notice to you. You acknowledge that, except for the license expressly granted in this Agreement, you have not acquired and will not acquire any right, interest or title to the Links or the Licensed Materials by reason of this Agreement or through the exercise of any rights in the Links or the Licensed Material granted to you under this Agreement. This license shall terminate upon the effective date of the expiration or termination of this Agreement.

4. Rensup.com responsibilities: We will be responsible for providing all information necessary to allow you to make appropriate Links from your site to our site. We will update and maintain current database information on products sold via your site. We will be solely responsible for processing every order placed by a customer following a special Link from your site, for tracking the volume and amount of sales generated by your site, and for providing you online information of your Partner Site sales and statistics on our website. We will be responsible for order entry, payment processing, shipping, cancellations, returns, and related customer service. Any determination made by Rensup.com regarding the foregoing shall be binding absent manifest error.

5. Commissions: We will pay you a commission equal to twelve (12%) percent of net sales for all new customer orders. We will pay you a commission equal to five (5%) - seven (7%) of net sales based on the 3 level commission schedule outlined below for regular customer purchases. The "Commission Rate" of the Net Sales to us by users of your Web site who purchase products on our Web site, utilizing the Links between your Web site and ours, for products which we ship to such customer and for which we have received full payment. A commission will only be paid if the visitor to our Web site is tracked by the system from the time of the Link to the time of the sale. This activates the customer under your partner ID. Your New customer will be activated under your partner ID, so commissions will also be paid to you for all orders received from that New customer by telephone, fax, mail and email.

The three level schedule is as follows:

  • 12% for 250 or more items shown
  • 12.5% for 500 items
  • 13% for 750 items
  • 13.5% for 1,000 items
  • 14% for 1200 items
  • 14.5% for 1400 items, and 15% for 1500 or more items

The aggregate average monthly sales will be computed by totaling the sales for the past three months and dividing by three. For a sale to generate a commission, the customer must follow your affiliate Link to our Web site, purchase the product or products in question using our online ordering system, accept delivery of the item(s) at the shipping destination, and remit full payment to us. However, no commission will be paid for products which are returned, not paid for, undeliverable or payment for which is credited to any customer. We will pay your commission on a monthly basis. Within approximately 30 days following the end of each month, we will send you a check for the commission earned on the products shipped during the preceding month less any taxes required to be withheld under applicable law. If the commission payable to you for any month is less than fifty ($50.00) U.S. dollars, we will hold those commissions until such time as your commission earned equals at least fifty ($50.00) U.S. dollars. If a product sale that generated commission is returned by the customer, we will deduct the corresponding commission from your next monthly payment. If there is no subsequent payment, we will bill you for the amount of the commission erroneously paid. You will be able to view your partner sales and commissions earned and paid online on our website. Rensup.com also retains the right to review all commissions for possible fraud, including but not limited to the use of software that generates real and fictitious email addresses for newsletter and other subscriptions. Any incidence of fraud constitutes a breach of this Agreement, and Rensup.com retains full authority to terminate this Agreement immediately.

6. Your Web site obligations: You will be solely responsible for the technical operation of your Web site and all related equipment; creating and posting product descriptions on your Web site and linking those descriptions to our catalog; the accuracy and propriety of materials posted on your Web site; for ensuring that materials posted on your Web site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy or other personal or proprietary rights); and for ensuring that materials posted on your Web site are not libelous or otherwise illegal. You agree that your Web site will not, in any way, copy or resemble the look and feel of our Web site nor will you create the impression that your Web site is our Web site or is a part of our Web site. You also agree that your Web site will not contain any content of our Web site or any materials which are proprietary to rensup.com, except (i) with our prior permission, or (ii) materials obtained by you via the rensup.com Partner Web site in accordance with the provisions hereof or the policies or instructions thereon. You further agree that your domain name does not and will not contain the words "rensup", "Renovator's" and/or "Yield House" or any variation thereof. We disclaim all liability for such matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorney's fees and expert witness fees) relating to the development, operation, maintenance, and contents of your Web site. We have the right in our sole discretion to monitor your site at any time and from time to time to determine if you are in compliance with the terms of this Agreement. If you are not in compliance we may terminate this Agreement immediately.

7. Policies and Pricing: Customers who buy rensup.com products through the Partner Network will be deemed to be customers of rensup.com. All of our rules, policies, and operating procedures concerning customer orders, customer service, and rensup.com product sales will apply to those customers. We may change our policies and operating procedures at any time such as determining the prices to be charged for rensup.com products sold under the Partner Network in accordance with our own pricing policies. Prices and availability of rensup.com products vary from time to time. Because price changes may affect products that you have listed on your site, you may or may not be able to include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

8. Terms and conditions: The term of this Agreement will begin upon our acceptance of your Web Partner Program Application and will end when terminated by either Party. At any time, either Party may terminate this Agreement, with our without cause, by giving the other Party written notice of termination. If this Agreement is terminated for any reason, you are only eligible to earn a commission on sales occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid. We may modify any of the terms and conditions contained in this Agreement, at any time or in our sole discretion. Posting on our Web site of a change notice or a new agreement is considered sufficient notice. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Web Partner Program rules. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Web Partner Program following our posting of a change notice or new agreement on our Web site will constitute binding acceptance of the change. Upon the termination of this agreement for any reason, you will immediately cease use of, and remove from your Web site, all Links and Licensed Material and any other names, marks, symbols, copyrights, logos, fanciful or other characters, designs, representations, figures, drawings, photographs, ideas or other proprietary designations or properties owned, developed, licenses or created by us and/or provided by or on behalf of us to you pursuant to this Agreement or in connection with the Web Partner Program.

9. Limitation of Liability and disclaimers: We will not be liable for indirect, special or consequential damages, or any loss of revenue, profits or data arising in connection with this Agreement or the Web Partner Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Web Partner Program will not exceed the total commissions paid or payable to you under this Agreement.

We make no express or implied warranties or representations with respect to the Web Partner Program or any products or other items sold through the Web Partner Program (including without limitation warranties of fitness,Merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our Web site will be uninterrupted or error-free, and will not be liable for the consequences of any interruptions or errors.

10. Relationship of Parties: You and rensup.com are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your Web site or otherwise, that reasonably would contradict anything in this Section.

11. Representations and Warranties: You hereby represent and warrant to us as follows: This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms. The execution, delivery, 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 (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties. You are the sole and exclusive owner of the Partner Trademarks and have the right and power to grant to us the license to use your trademarks in the manner contemplated herein, and such grant does not and will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity. 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 the execution, delivery, and performance of this Agreement or the taking by you of any other action contemplated hereby. There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against you, or any partner of yours, with respect to the execution, delivery, or consummation of this Agreement, or with respect to your trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding. You are at least eighteen (18) years of age.

12. Indemnification: You hereby agree to indemnify, defend and hold harmless rensup.com, its shareholders, officers, directors, employees, agents, partners, successors and assigns, from and against any and all claims, actions, demands, judgements, settlements, losses, liabilities, damages or expenses (including attorneys fees and costs) of any nature whatsoever incurred or suffered by us (any or all of the foregoing hereinafter referred to as "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim or threatened claim that our use of the Partner Materials infringes on the rights of any third party; (ii) the breach of any representation or warranty made by you herein; or (iii) any claim related to your Web site.

13. Sole Agreement: This agreement constitutes the sole agreement between rensup.com and the Partner regarding the Web Partner Program.

14. INDEPENDENT INVESTIGATION: YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT NOT SET FORTH IN THIS AGREEMENT.

15. JURISDICTION: Regardless of the place of executing this agreement, the Partner agrees that for purposes of venue, this contract was entered into in Franklin County, Massachusetts, USA, and any dispute will be litigated or arbitrated in Franklin County, Massachusetts or a nearby county. This Agreement shall be governed by the laws of the United States and the Commonwealth of Massachusetts. 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 enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement. Rensup.com Web Partner Program Application.

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