Thorpe Trade – Affiliate Agreement

This Affiliate Agreement (“Agreement”) contains the complete terms and conditions between us, Thorpe Concepts Ltd. and you, regarding your application to and participation in, the Thorpe Trade Program (the “Affiliate Program”) as an affiliate of Thorpe Concepts Ltd (an “Affiliate”).

By submitting an application to join or by participating in the affiliate program, you are confirming that you have read this agreement and the Thorpe Concepts Ltd. terms and conditions and that you agree to be bound by these terms and conditions.

Definitions

“Affiliate” – The business, individual, or entity applying to or participating in the Affiliate Program, or that sells Thorpe Concepts Ltd. products in exchange for receiving a commission from Thorpe Concepts Ltd. for sales directly resulting to their customers.

“Thorpe Concepts Ltd.’s Products” – Plumbing and lighting fixtures available for purchase from Thorpe Concepts Ltd. Under no circumstances is cabinetry included under this definition.

“Commission Fees” – The amount you will be paid for each Qualified Purchase by a Referred Customer that you refer to Thorpe Concepts Ltd. subject to the Commission Threshold and pursuant to the terms of this Agreement.

“Commission Threshold” – The amount of Commission Fees an Affiliate must accrue prior to receiving a payment from Thorpe Concepts Ltd.

“Qualified Purchase” – A sale of Thorpe Concepts Ltd. Products to a Referred Customer that is not excluded under Section 7.

“Referred Customer” – Each new and unique customer referred from Affiliate that provides valid account and billing information.

“Registration Form” – Any and all order forms or other signup or acceptance form submitted by a customer to purchase Thorpe Concepts Products.

Enrolment in the Affiliate Program

•To begin the enrolment process, you must submit a completed Affiliate Program Form.

•You must also submit an electronic copy of a blank company invoice.

•We will evaluate your application in good faith and will 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 business is not suitable for the Affiliate Program for any reason.

Promotion of our Affiliate Relationship

•Disclaimer. Except as permitted herein, you shall not and are not authorized to (i) use the Thorpe Concepts Ltd. trademark, name or any of our other intellectual property, including without limitation, the licensed materials (or any variations or misspellings thereof or similar to any of the foregoing) without Thorpe Concepts Ltd.’s express prior written permission.

•Discounts and Coupons. You are not allowed to post any refunds, credits or discounts on the Thorpe Concepts Ltd. Products, or other content concerning Thorpe Concepts Ltd. without Thorpe Concept Ltd.’s prior written consent in each instance. Any violations of the terms surrounding refunds, credits or discounts shall constitute a material breach of this Agreement, and may result in your termination from the Affiliate Program or the withholding of Commission Fees.

Order Processing

•Thorpe Concepts Ltd. will process orders placed by Referred Customers. We reserve the right, in our sole discretion, to reject orders that do not comply with certain requirements that we may establish from time to time. All aspects of order processing and fulfillment, cancellation, processing, refunds and payment processing will be our responsibility. We will track the Qualified Purchases and make this information available to you when requested.

Commission Determination; Qualified Purchases

•Commissions will be calculated based on the purchase price of Qualified Purchases (as defined herein) before taxes, fees and freight. For a Qualified Purchase where the Affiliate has selected and provided product specifications for the Qualified Purchase, a 10% commission will be granted to the Affiliate. For a Qualified Purchase where Thorpe Concepts Ltd. has selected and provided product specifications for the Qualified Purchase, a 5% referral commission will be granted to the Affiliate. A “Qualified Purchase” does NOT include the following:

•A purchase by a Referred Customer that has transferred from any Thorpe Concepts Ltd partners or subsidiaries.

•A purchase by a Referred Customer who is also associated with any Thorpe Concepts Ltd. reseller, referral, or other program.

•A purchase by a Referred Customer that is not up to date on its payments or is subject to a refund, referral, or other program.

•A purchase that was completed prior to the Affiliate joining the Affiliate Program.

•A purchase by a Referred Customer that has not been in good standing for a period of at least thirty (30) days

•A purchase referred by an Affiliate that has an excessive cancellation rate as determined in Thorpe Concept Ltd.’s sole discretion.

•A purchase by a Referred Customer if the Referred Customer was offered or received coupons, refunds, credits or discounts from the Affiliate.

•A purchase by a Referred Customer if the Affiliate or Referred Customer is in or is promoting a business-opportunity program, as determined by us in our sole discretion.

•Thorpe Concepts Ltd. reserves the right to withhold payment of initial Commissions Fees to Affiliates who are new to the Affiliate Program, to determine the legitimacy and cancellation rates of Referred Customers.

•Thorpe Concepts Ltd. reserves the right to suspend the payment of Commission Fees at any time and indefinitely, if it suspects fraud or other improper activity or a potential breach of any of the terms of this Agreement by the Affiliate or a Referred Customer. Thorpe Concepts Ltd. reserves the right to deduct from Affiliate’s current and future Commission Fees any and all Commission Fees corresponding to any fraudulent, questionable, and cancelled purchases.

•Thorpe Concepts Ltd. reserves the right to immediately cancel or withhold for later review any Commission Fee that fails to meet the criteria of a “Qualified Purchase.” Affiliate is responsible for monitoring the payment, denial, and withholding of Commission Fees; Thorpe Concepts Ltd. is not obligated to actively notify Affiliates of the status of Commission Fees. If Affiliate has a question about a Commission Fee that has been cancelled or withheld, Affiliate has thirty (30) days from the day the payment would have been due to contact Thorpe Concepts Ltd. to request that the Commission Fee be paid. Any changes to decisions about cancelled or withheld Commission Fees are strictly made in Thorpe Concept Ltd.’s sole discretion.

•Commissions for any Referred Customer who is associated with any Thorpe Concepts Ltd. reseller, referral or other program may not be considered a Qualified Purchase. In other words, you may not receive double commissions or compensation.

•Any attempt by an Affiliate to manipulate, falsify or inflate Referred Customers, Qualified Purchases, or Commission Fees to intentionally defraud Thorpe Concepts Ltd. or any violation of the terms of this Agreement constitutes immediate grounds for Thorpe Concepts Ltd. to terminate the Affiliates participation in the Affiliate Program and will result in the forfeiture of any Commission Fees due to the Affiliate.

Accrual of Commissions

•Commissions will accrue and only become payable once you (i) provide all relevant tax and address documentation pursuant to Section 9 below and (ii) reach the Commission Threshold of $50. Once a commission has accrued under this Section 8, the amount of such commission (the “Commission Fee”) shall be due and payable to you under the terms of Section 9. Thorpe Concepts Ltd. reserves the right to change the Commission Threshold by amending this Agreement and will notify you for any such amendment pursuant to the terms of this Agreement.

•Commission Payments

•Subject to the terms of this Agreement, commissions will be calculated according to the specified percentage or dollar amount set forth for each Qualified Purchase

•Commission Fees will be processed approximately thirty (30) to sixty (60) days after the purchase date. Thorpe Concepts Ltd. will only compensate you for Qualified Purchases made in accordance with this Agreement.

•Commission Fees shall be paid based on the current information in your Affiliate profile. You are required to notify us promptly of any change in your address. You are responsible for informing Thorpe Concepts Ltd. of your desired payment form/type.

•You may choose to receive Commission Fees through cheque or card.

•Thorpe Concepts Ltd., in its sole discretion, reserves the right to modify the available commission payment methods or payment schedule at any time. Such changes shall take effect when posted.

•Disputes: Affiliate agrees to file any disputes within forty-five (45) days after the end of the month in which the sale or event that is disputed occurred. Disputes filed after forty-five (45) days of the date on which the disputed sale or event occurred will not be accepted by Thorpe Concepts Ltd. and Affiliate forfeits forever any rights to a potential claim.

•It is solely your responsibility to provide Thorpe Concepts Ltd. with accurate tax and payment information that is necessary to issue a Commission Fee to you. If Thorpe Concepts Ltd. does not receive the necessary tax or payment information within ninety (90) days of a Qualified Purchase which would otherwise trigger Commission Fees, the applicable commissions shall not accrue and no Commission Fees will be owed with respect to such Qualified Purchase.

•You are responsible for the payment of all taxes related to the commissions you receive under this Agreement.

Thorpe Concepts Ltd. Responsibilities

•We will provide all of the information necessary for you to sell Thorpe Concepts Ltd. products to your clients. Thorpe Concepts Ltd. will be solely responsible for order processing (including payment processing, cancellations, and refunds) for orders for Thorpe Concepts Ltd. Products placed by a Referred Customer.

•Should an Affiliate wish to refer a client without making Thorpe Concepts Ltd. product selections and specifications, their referral commissions will decrease to 5% of the purchase price (before taxes, fees and freight).

Policies and Pricing

•Referred Customers who buy Thorpe Concepts Ltd. Products through our affiliate network are deemed to be Thorpe Concepts Ltd. Customers. Thorpe Concepts Ltd.’s Terms and Conditions, rules, policies, and operating procedures will apply to such customers. We may change our policies, pricing, and operating procedures at any time. For example, Thorpe Concepts Ltd. determines the prices to be charged for Thorpe Concepts Ltd. Products sold through the affiliate network in accordance with our own pricing policies. Prices and availability of Thorpe Concepts Ltd. Products may vary from time to time, from affiliate to affiliate, and from region to region. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular Thorpe Concepts Ltd. Product.

•E-mails and Publicity. You shall not create, publish, transmit or distribute, under any circumstances, any bulk email messages (also known as “SPAM”) without prior written consent from Thorpe Concepts Ltd., to be granted or denied in Thorpe Concepts Ltd. sole discretion, in each instance.

Term and Termination

•The term of this Agreement will begin upon our acceptance of your Affiliate Program application and will end when terminated by either party (the “Term”). Either party may terminate this Agreement at any time, with or without cause.

•You are only eligible to earn Commission Fees on Qualified Purchases occurring during the Term. Commission Fees earned prior to the date of termination will be eligible for commissions only if the orders for the related Thorpe Concepts Ltd. Products are not cancelled within (30) days and comply with all of the terms of this Agreement. We may withhold your final payment of Commission Fees for a reasonable time to ensure that all Qualified Purchases are valid and payment from Referred Customers are legitimate as determined by Thorpe Concepts Ltd. in its sole discretion.

•Any Affiliate who violates this Agreement, Thorpe Concepts Ltd.’s Terms and Conditions, or any applicable law will immediately forfeit any right to any and all accrued, but not yet received, Commission Fees and will be immediately removed from the Affiliate Program.

•Thorpe Concepts Ltd. reserves the right to remove an Affiliate from the Affiliate Program, and to terminate or suspend this Agreement, at any time for any reason, in Thorpe Concepts Ltd.’s sole discretion.

Modification

•We may modify this Agreement at any time in our sole discretion; provided that the change shall solely apply to events occurring after the date on which you accept and agree to such modifications unless you otherwise agree herein. Such modifications shall take effect when posted on our website. Modifications may include, but are not limited to, changes in the scope of available Commission Fees, commission amounts or percentages, payment procedures, Commission Fee payment schedules, and Affiliate Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement, in which event you shall be entitled to your rights under the unmodified Agreement prior to the date of the applicable modification.

•Disclaimers We make no express or implied warranties or representations with respect to the Affiliate Program or any Thorpe Concepts Ltd. Products sold through the Affiliate Program (including, without limitation. All warranties will be related to the overriding brand’s policies.

Relationship of Parties

•You and Thorpe Concepts Ltd. are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.

Representations and Warrenties

•You hereby represent and warrant to us as follows:

•You have reviewed and understand this Agreement and agree to be bound by its terms.

•Your acceptance of this Agreement and participation in the Affiliate Program will not 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 at least eighteen (18) years of age.

•Each Referred Customer is valid, genuine, and unique and meets the criteria of a Qualified Purchase for generating a Commission Fee as provided in this Agreement.

Limitation of Liability

•We will not be liable for any indirect, special, incidental or consequential damages, or any loss of revenue, profits or data, arising in connection with this agreement or the affiliate 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 affiliate program will not exceed the total commissions paid or payable to you under this agreement during the three (3) month period immediate preceding the event giving rise to such liability.

•Indemnification You hereby agree to indemnify and hold harmless Thorpe Concepts Ltd. 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 Affiliate Site, including, without limitation, its development, operation, maintenance and content therein not attributable to us.

•Confidentiality Each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, Thorpe Concepts Ltd. customer and vendor lists, or pricing and sales information (including without limitation commission rates), shall remain strictly confidential and shall not be utilized for any purpose outside the terms of this Agreement.

•Governing Law. The laws of Ontario will govern this Agreement, without reference to rules governing choice of laws.

•Assignment. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent.

•Waiver. 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.