Smead Reseller Central Participation Agreement

This Agreement contains the terms and conditions that apply to an individual's or entity's participation in smead.com Distributors program, aka “Smead Reseller Central” (the "Program" or “Program Site”). As used in this Agreement, "we" means Smead Company, and "you" means the applicant. "Smead Site" means a World Wide Web site and, depending on the context, refers either to Smead.com site located at the URL http://www.smead.com, or another URL which we provide you. “Your Site” means the site that you will link to our site (and which you will identify in your Program application). “Material(s)“ or “materials” means anything downloaded from the Smead Site.

Purpose of Smead Reseller Central
We have created the web site for you, as a Smead Distributor, to download marketing materials and information which you can use in marketing Smead products on your web site or by more traditional media. We want you to be able to promote Smead product effectively, but it is likewise important that we protect Smead’s valuable trademarks and reputation from improper use or association.

Enrollment In The Program
To begin the enrollment process, you must complete the Program application via our site. We will accept your application in good faith. We may reject your application if we determine (at our sole discretion) that your usage of the material we provide you is unacceptable or that Your usage or Your Site is unsuitable for the Program. Typically, unsuitable usages of Materials include those that:

1. Violate any of Smead’s intellectual property rights, such as using confusingly similar trademarks, or domain names, variations or misspellings thereof; use Smead’s intellectual property in a way that suggests affiliation, endorsement or sponsorship of your activities or those of others, unless specifically authorized by Smead herein, or
2. Are not properly related to the sale of Smead products that are part of the Program or include non-Smead products which could diminish the value of Smead trademarks if offered on the same site. Examples of this would include: sales of a class of products by your company which is significantly inferior to Smead products, objectionable or sexually explicit materials, violence, illegal activities and/or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

If we reject your application, you are welcome to reapply to the Program after you have rectified the cause of your rejection. You should also note that if we accept your application and your usage of the Materials or your site is thereafter determined (at our sole discretion) to be unsuitable for the Program, we may terminate this Agreement.

Once enrolled, you will have access to the Program Site and download and use Materials in accordance with the terms of this agreement.

Usage Materials Downloadable From Our Site For Marketing Purposes
Once you have been accepted into the Program, you will have access to our guidelines and Materials such as graphical artwork (banner ads, virtual product samples, flyer templates, etc) useable on your site and as a part of your marketing activities for sale of Smead products (however, not for comparative advertising to promote non-Smead product against Smead products.)

You may not alter these Materials in any way, without our written permission, except that you may insert your company contact information in such a way that you appear as an authorized dealer reseller. You may not attempt to appear to be legally associated with Smead in any other way.

We may make available to you Materials such as text and or graphic images that identifies your company or web site as a Program participant (for example, a Smead authorized dealer). If used, you must display this identifier prominently on your materials or on at least the first place on your site where Smead product is offered. Prominent means well positioned and large and clear enough that an ordinary user would easily realize that you are a dealer for Smead and not the Smead Manufacturing Company itself.

If we modify the Materials such as text or graphic identifiers, we will post these changes on the Program site and you agree to use the most current version of such identifiers. You may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.

Use Of Smead Trademarks Is Not A Grant Of A Trademark License
We grant you a nonexclusive, revocable right to use the Materials including Smead trademarks in graphic or text format appearing on the Program site and such other images for which we grant express permission, solely for the purpose of identifying Smead product in your promotional materials or your web site as a Program participant and to assist in generating sales of Smead-branded products. You may not modify the graphic image or text, or any other of our images, in any way.

With respect to Smead trademarks, you are allowed to use the relevant mark, adjacent text or graphic information about the product to which the mark pertains. You may not use Smead trademarks in comparative advertising without our written authorization. You are not being granted a license to any Smead trademarks, but only the right to place them on your materials and Your Site specifically to promote sales of Smead product.

Guideline Changes and Withdrawal of Permission
We reserve all of our rights to withdraw this permission for any reason and you agree to immediately remove such Materials including Smead trademarks from your web site and discontinue creating new materials with such Materials.

If you are in violation of the Smead Trademark Guidelines text, in addition to immediate removal from your web site, we may require destruction of such materials which are in violation and you agree to comply immediately.

Guidelines may be changed from time to time and will be posted on this website. You agree to regularly review them to insure compliance.

Disclaimer
We disclaim all liability for consequential damage which may result from the use of the materials you download from this site. We make no express or implied warranties or representations with respect to the Program. In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

Further, you indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site and for any errors in your printed marketing activities.

Term Of The Agreement
The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either Party or at the end of this promotion. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of any materials you downloaded from this site, and remove them from your site and destroy all materials which contain downloaded content and/or Smead trademarks and all files both electronic and in physical form.

Modification
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

Relationship Of Parties
You and we 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 site or otherwise, that reasonably would contradict anything in this Section.

Limitation Of Liability
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 Program.

Other Terms
This agreement is to be governed and interpreted solely under the law of the State of Minnesota. By applying for access to the Program, you agree to submit to the jurisdiction of the courts of Minnesota. If you are in breach of any term, and we fail to enforce such breach, it will not be considered a waiver of such right to enforce or any other rights under this agreement. This agreement may change without advanced notice. Changes will be posted on the Program Site. It is the responsibility of your company to make periodic review of this information, but if we, at our discretion, notify you of changes in these terms, by sending an email to the address you provided in your application, that shall be deemed immediate notice thereof. You are responsible for updating your application data to keep it current. No warranties express or implied are made with respect to the Program or Materials. We may collect and store information you provide us including information about your accesses and downloads from the Program Site. Abusive use of the Program Site such as interfering with access by others by whatever means is considered a violation of the terms of this agreement and may also be actionable as a civil tort or a criminal violation. If a court of competent jurisdiction holds any term of this agreement to be void or unenforceable, it shall not affect the remaining terms.