AFFILIATE AGREEMENT

PLEASE READ THE ENTIRE AGREEMENT.

YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND KC TOOL, LLC.

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

1. Overview

This Agreement contains the complete terms and conditionsthat apply to you becoming an affiliate in KC Tool’s Affiliate Program. Thepurpose of this Agreement is to allow HTML linking between your web site and KCTool’s web site. Please note that throughout this Agreement, "we,""us," and "our" refer to KC Tool, LLC; and "you,""your," and "yours" refer to the affiliate.

2. Affiliate Obligations

2.1. To begin the enrollment process, you will complete andsubmit the online application at the refersion.com server. The fact that weauto-approve applications does not imply that we may not re-evaluate yourapplication at a later time. We may reject your application at our solediscretion. We may cancel your application if we determine that your site isunsuitable for our Program, including if it:

2.1.1. Promotes sexually explicit materials 
2.1.2. Promotes violence 
2.1.3. Promotes discrimination based on race, sex, religion, nationality,disability, sexual orientation, or age
2.1.4. Promotes illegal activities 
2.1.5. Incorporates any materials which infringe or assist others to infringeon any copyright, trademark or other intellectual property rights or to violatethe law 
2.1.6. Includes "KC Tool" or variations or misspellings thereof inits domain name 
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory,obscene, harassing, or racially, ethnically or otherwise objectionable to us inour sole discretion. 
2.1.8. Contains software downloads that potentially enable diversions ofcommission from other affiliates in our program. 
2.1.9. You may not create or design your website or any other website that youoperate, explicitly or implied in a manner which resembles our website nordesign your website in a manner which leads customers to believe you are KCTool, LLC or any other affiliated business.

2.2. As a member of KC Tool’s Affiliate Program, you willhave access to an Affiliate Account Manager Dashboard. Here you will be able toreview our Program’s details and previously-published affiliate newsletters,download HTML code (that provides for links to web pages within KC Tool’s website) and banner creatives, browse and get tracking codes for our coupons anddeals. In order for us to accurately keep track of all guest visits from yoursite to ours, you must use the HTML code that we provide for each banner, textlink, or other affiliate link we provide you with.

2.3. KC Tool 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 the guidelines provided to you.

2.4. The maintenance and the updating of your site will be your responsibility. We may 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.

2.5. It is entirely your responsibility to follow allapplicable intellectual property and other laws that pertain to your site. Youmust have express permission to use any person's copyrighted material, whetherit be a writing, an image, or any other copyrightable work. We will not beresponsible (and you will be solely responsible) if you use another person'scopyrighted material or other intellectual property in violation of the law orany third party rights.

3. KC Tool’s Rights and Obligations

3.1. We have the right to monitor 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 should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changesto your site that we feel are necessary, we reserve the right to terminate your participation in KC Tool’s Affiliate Program.

3.2. KC Tool reserves the right to terminate this Agreementand your participation in the KC Tool Affiliate Program immediately and withoutnotice to you should you commit fraud in your use of the KC Tool AffiliateProgram or should you abuse this program in any way. If such fraud or abuse isdetected, KC Tool shall not be liable to you for any commissions for suchfraudulent sales.

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

3.4 Whereas a coupon code has been used on an affiliate conversion. The coupon code will supersede affiliate payment resulting in a denied conversion. The presence of a coupon code makes for unclear attribution. 

4. Termination

Either you or we may end this Agreement AT ANY TIME, with orwithout cause, by giving the other party written notice. Written notice can bein the form of mail, email or fax. In addition, this Agreement will terminateimmediately upon any breach of this Agreement by you.

5. Modification

We may modify any of the terms and conditions in thisAgreement at any time at our sole discretion. In such event, you will benotified by email. Modifications may include, but are not limited to, changesin the payment procedures and KC Tool’s Affiliate Program rules. If anymodification is unacceptable to you, your only option is to end this Agreement.Your continued participation in KC Tool’s Affiliate Program following theposting of the change notice or new Agreement on our site will indicate youragreement to the changes.

6. Payment

KC Tool uses a third party to handle all of the tracking and payment. The third party is the Refersion affiliate network. Kindly review the network’s payment terms and conditions.

7. Access to Affiliate Account Interface

You will create a password so that you may enter Refersion’ssecure affiliate account interface. From their site you will be able to receiveyour reports that will describe our calculation of the commissions due to you.

8. Promotion Restrictions

8.1. You are free to promote your own web sites, butnaturally any promotion that mentions KC Tool could be perceived by the publicor the press as a joint effort. You should know that certain forms of advertisingare always prohibited KC Tool. 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 unsolicitedcommercial email (UCE), postings to non-commercial newsgroups and cross-postingto multiple newsgroups at once. In addition, you may not advertise in any waythat effectively conceals or misrepresents your identity, your domain name, oryour return email address. You may use mailings to customers to promote KC Toolso long as the recipient is already a customer or subscriber of your servicesor web site, and recipients have the option to remove themselves from futuremailings. Also, you may post to newsgroups to promote KC Tool so long as the newsgroup specifically welcomes commercial messages. At all times, you must clearlyrepresent yourself and your web sites as independent from KC Tool. If it comesto our attention that you are spamming, we will consider that cause forimmediate termination of this Agreement and your participation in the KC ToolAffiliate Program. Any pending balances owed to you will not be paid if youraccount is terminated due to such unacceptable advertising or solicitation.

8.2. Affiliates that among other keywords or exclusively bidin their Pay-Per-Click campaigns on keywords such as kctoolco.com, kctool, www.kctoolco,www.kctoolco.com, and/or any misspellings or similar alterations of these – beit separately or in combination with other keywords – and do not direct thetraffic from such campaigns to their own website prior to re-directing it toours, will be considered trademark violators, and will be banned from KC Tool’sAffiliate Program. We will do everything possible to contact the affiliateprior to the ban. However, we reserve the right to expel any trademark violatorfrom our affiliate program without prior notice, and on the first occurrence ofsuch PPC bidding behavior.

8.3. Affiliate shall not transmit any so-called“interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping AssistanceApplication,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or“deceptive pop-ups and/or pop-unders” to consumers from the time the consumerclicks on a qualifying link until such time as the consumer has fully exited KCTool’s site (i.e., no page from our site or any KC Tool’s content or brandingis visible on the end-user’s screen). As used herein a. “Parasiteware™” and“Parasitic Marketing” shall mean an application that (a) through accidental ordirect intent causes the overwriting of affiliate and non-affiliate commissiontracking cookies through any other means than a customer initiated click on aqualifying link on a web page or email; (b) intercepts searches to redirecttraffic through an installed software, thereby causing, pop ups, commissiontracking cookies to be put in place or other commission tracking cookies to beoverwritten where a user would under normal circumstances have arrived at thesame destination through the results given by the search (search engines being,but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similarsearch or directory engines); (c) set commission tracking cookies throughloading of KC Tool site in IFrames, hidden links and automatic pop ups thatopen KC Tool’s site; (d) targets text on web sites, other than those web sites100% owned by the application owner, for the purpose of contextual marketing;(e) removes, replaces or blocks the visibility of Affiliate banners with anyother banners, other than those that are on web sites 100% owned by the ownerof the application.

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 accordancewith 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 orauthorize for such purpose. You are only entitled to use the Licensed Materialsto the extent that you are a member in good standing of KC Tool’s AffiliateProgram. You agree that all uses of the Licensed Materials will be on behalf ofKC Tool and the good will associated therewith will inure to the sole benefitof KC Tool.

9.2. Each party agrees not to use the other's proprietarymaterials in any manner that is disparaging, misleading, obscene or thatotherwise portrays the party in a negative light. Each party reserves all ofits 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 interestis transferred to the other.

10. Disclaimer

KC TOOL MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS ORWARRANTIES REGARDING KC TOOL SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICESPROVIDED THEREIN, ANY IMPLIED WARRANTIES OF KC TOOL ABILITY, FITNESS FOR APARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED.IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BEUNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OFANY INTERRUPTIONS OR ERRORS.

11. Representations and Warranties

You represent and warrant that:

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

11.2. You have the full right, power, and authority to enterinto and be bound by the terms and conditions of this Agreement and to performyour obligations under this Agreement, without the approval or consent of anyother party;

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

12. Limitations of Liability

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECTMATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITYOR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE ORGOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISEDOF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THECONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL KC TOOL’S CUMULATIVELIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED INCONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLETHEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

13. Indemnification

You hereby agree to indemnify and hold harmless KC Tool, andits subsidiaries and affiliates, and their directors, officers, employees,agents, shareholders, partners, members, and other owners, against any and allclaims, actions, demands, liabilities, losses, damages, judgments, settlements,costs, and expenses (including reasonable attorneys' fees) (any or all of theforegoing hereinafter referred to as "Losses") insofar as such Losses(or actions in respect thereof) arise out of or are based on (i) any claim thatour use of the affiliate trademarks infringes on any trademark, trade name,service mark, copyright, license, intellectual property, or other proprietaryright of any third party, (ii) any misrepresentation of a representation orwarranty or breach of a covenant and agreement made by you herein, or (iii) anyclaim related to your site, including, without limitation, content therein notattributable to us.

14. Confidentiality

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

15. Miscellaneous

15.1. You agree that you are an independent contractor, andnothing in this Agreement will create any partnership, joint venture, agency,franchise, sales representative, or employment relationship between you and KCTool. You will have no authority to make or accept any offers orrepresentations on our behalf. You will not make any statement, whether on YourSite or any other of Your Site or otherwise, that reasonably would contradictanything in this Section.

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

15.3. This Agreement shall be governed by and interpreted inaccordance with the laws of the State of Kansas without regard to the conflictsof laws and principles thereof.

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

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

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

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