PLEASE READ CAREFULLY BEFORE USING THIS WEBSITE. BY USING THIS SITE, YOU CONSENT TO THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU ARE NOT AUTHORIZED TO USE THIS SITE.

Stanley Home Products (the "Company") reserves the right to modify or update these Terms and Conditions at any time, and you agree to be obligated by such modifications, updates and revisions. Please periodically refer to the Site and these Terms and Conditions as updated, amended or modified from time to time, to review the current terms and conditions. Terms and Conditions are effective immediately upon update, amendment or modification of any kind.

AUTHORITY TO CONTRACT
Customer Representative ("Independent Contractor") states that he or she is of legal age in the state in which he or she resides and in which he or she enters into the Myshp.com Personal Website Program Customer Representative Enrollment Agreement and/or the Stanley Home Products Customer Representative Enrollment Agreement.

APPOINTMENT AS A NON-EXCLUSIVE, AUTHORIZED RESELLER OF COMPANY PRODUCTS
Upon execution of the Myshp.com Personal Website Program Customer Representative Enrollment Agreement and/or the Stanley Home Products Customer Representative Enrollment Agreement, the Customer Representative is an authorized, independent reseller of the Company's products, authorized to resell the Company's products and to sponsor other resellers in accordance with the Company's policies and procedures, as amended from time to time.

PARTICIPATION IN THE MYSHP.COM PERSONAL WEBSITE PROGRAM
So long as the Independent Contractor shall have entered into both the Stanley Home Products Customer Representative Enrollment Agreement and the Myshp.com Personal Website Program Customer Representative Enrollment Agreement and shall maintain "60 Day Active Status," the Independent Contractor shall have the right to participate in the "Myshp.com Personal Website Program."

INDEPENDENT CONTRACTOR STATUS
It is acknowledged and agreed that the Customer Representative is an authorized, independent reseller of the Company's products. As such, the Customer Representative is an "Independent Contractor" solely responsible for his or her sales within the meaning of Section 3508(b)(2) of the Internal Revenue Code. The Independent Contractor will not be treated as an employee with respect to any laws covering employees, including but not limited to the Federal Insurance Contributions Act, the Social Security Act, the Federal Unemployment Tax Act, any similar state statute, and income tax withholding at source. It is the Independent Contractor's sole responsibility to pay self-employment, state and federal income taxes, sales and/or use taxes, unemployment, worker's compensation and any other levies, duties or charges as required by law and to secure any certifications, permits, licenses or other authorizations that may be legally required to conduct business as an Independent Contractor in any jurisdiction in which the Independent Contractor conducts business. The Independent Contractor is not a joint venturer with, or franchisee, partner, agent or employee of the Company for any purpose and has no power or authority to bind or incur any debt obligation or liability on behalf of the Company for any purpose. The Independent Contractor acknowledges and agrees that his/her status as a Customer Representative authorized to resell the Company's products does not constitute the sale of a franchise under the laws of any jurisdiction, that no exclusive territory is granted by virtue of having entered into the Myshp.com Personal Website Program Customer Representative Enrollment Agreement and/or the Stanley Home Products Customer Representative Enrollment Agreement, and that absolutely no franchise fees have been or will be required from the Independent Contractor in consideration for the right to resell the Company's products. The Independent Contractor hereby agrees to indemnify and hold the Company harmless with respect to any and all liability that may be incurred as a consequence of the resale by the Independent Contractor of the Company's products and/or his or her conduct of his or her business.

COMPLIANCE WITH COMPANY POLICIES AND PROCEDURES
In connection with his/her activities as an authorized Customer Representative for the resale of the Company's products, the Independent Contractor agrees to the following:

• To conduct himself or herself in a courtesy, professional, honest, ethical and fair manner and to honor the Company's "product satisfaction guarantee" policies as in effect from time to time;
• To sell only genuine Company products under the Company's Proprietary Marks;
• Not to act as a spokesperson for the Company or to make any public statement at any time to or through any media on the Company's behalf with respect to any Company product or program;
• Not to utilize any promotional literature or materials in connection with the resale of the Company's products other than the promotional literature and materials expressly approved by the Company;
• Clearly denominate your status as an "Independent Stanley Products Representative" in any promotional materials and literature and any marketing or advertising materials utilized in connection with the resale of the Company's products;

As a condition of participation in the Myshp.com Personal Website Program, the Independent Contractor shall not:

• Upload, e-mail, mail or otherwise transmit any image that is unlawful, harmful, threatening, harassing, defamatory, obscene, pornographic, vulgar, invasive of another's privacy, hateful or otherwise objectionable;
• Upload, e-mail, mail or otherwise transmit any image that you do not have a right to transmit under any law or under contractual or fiduciary relationships or any image that infringes any copyright, trademark, trade secret or other proprietary rights of any person;
• Harm minors in any way, including but not limited to transmitting or posting any image that violates federal and state pornography laws or other laws protecting children from sexual exploitation;
• Forge headers or otherwise manipulate identifiers to disguise the origin of any content submitted through this site;
• Upload, e-mail, mail or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware;
• Interfere with or disrupt (or attempt to interfere with or disrupt) the Site or the I.C. Site or servers or networks connected to these sites;
• Provide any information that is false or misleading, or that attempts to hide your identity or that you do not have the right to disclose.
• Create any links to or from the Site or the I.C. Site without the Company's prior, written authorization.

INDEPENDENT CONTRACTOR REPRESENTATIONS AND WARRANTIES REGARDING THE MYSHP.COM PERSONAL WEBSITE PROGRAM
The Independent Contractor represents and warrants to the Company that the I.C. Site (i) will not infringe any intellectual property, publicity or privacy rights of any third party; (ii) will not be defamatory; (iii) will not be lewd, pornographic or obscene; (iv) will not offer goods that are dangerous, lewd, pornographic, or obscene; (v) will comply with all applicable state and federal laws; (vi) will not violate any laws regarding unfair competition, anti-discrimination or false advertising; and (vii) will not contain any virus, worm, "trojan horse", time bomb or similar contaminating or destructive feature. The Company, in its sole discretion, may cease hosting the I.C. Site at any time if it fails to comply with the above requirements or is otherwise inappropriate as determined by the Company in its sole discretion. The Independent Contractor is solely responsible for the solicitation of clients to visit the Site and/or I.C. Site. The Independent Contractor shall indemnify, defend and hold the Company harmless from any and all claims and liabilities resulting, directly or indirectly, from any such solicitation and inducement, including without limitation any claims of false advertising.

DISCLAIMER OF WARRANTY AND LIMIT OF LIABILITY
THE CUSTOMER REPRESENTATIVE HEREBY ACKNOWLEDGES AND AGREES THAT THE UPLOAD, DOWNLOAD OR OTHER TRANSFER OF ANY DIGITAL IMAGE, FILM OR PHOTOGRAPH AND/OR MATERIAL TO THE I.C. SITE OR THE SITE AND THE CREATION OF ANY LINK TO OR FROM THE I.C. SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY AND ALL CLAIMS BY ANY THIRD PARTY OR PARTIES FOR INFRINGEMENT OF ANY COPYRIGHT, TRADEMARK, TRADE NAME OR MASK WORK OR FOR ANY CLAIM OF UNFAIR COMPETITION OR ANY VIOLATION OF ANY TRADE SECRET OR OTHER PROPRIETARY INTELLECTUAL PROPERTY RIGHTS BY VIRTUE OF THE USE, DISPLAY AND/OR PUBLICATION OF ANY DIGITAL IMAGE, FILM OR PHOTOGRAPH THAT YOU UPLOADED, MAILED OR OTHERWISE TRANSMITTED AND/OR THE CREATION OF ANY SUCH LINK AND YOU FURTHER UNDERSTAND AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE TO SUCH FILM, PHOTOGRAPH OR DIGITAL IMAGE AND FOR ANY LOSS OF DATA OR DAMAGE TO YOUR COMPUTER SYSTEM THAT MAY RESULT THEREFROM. THE SITE, THE I.C. SITE AND THE SERVICES PROVIDED BY THE COMPANY ARE PROVIDED "AS IS" WITHOUT ANY WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PROVIDED BY LAW. THE COMPANY EXPRESSLY DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE SITE AND/OR THE I.C. SITE. WE DO NOT REPRESENT OR WARRANT THAT THE SITE OR THE I.C. SITE WILL BE UNINTERRUPTED OR ERROR FREE. IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY DAMAGE OR CAUSE OF ACTION OF ANY KIND BASED UPON OR RESULTING FROM ANY USE OR INABILITY TO USE THE SITE OR THE I.C. SITE.

COPYRIGHT
All content on the Site, such as text, graphics, photos, etc. are owned by or licensed to the Company. Except as expressly stated by the Company in writing, no material from the Site may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way. Any unauthorized use of any material contained in the Site is strictly prohibited.

PROPRIETARY MARKS
The trade names, designs, slogans, logos and similar property of the Company utilized in connection with the Company's brand and products (the "Proprietary Marks") and used and displayed on the Site and/or on the I.C. Site are registered and unregistered proprietary marks owned by or licensed to the Company. Pursuant to the Independent Contractor's Myshp.com Personal Website Program Customer Representative Enrollment Agreement and/or Stanley Home Products Customer Representative Enrollment Agreement, during the period of time that the Independent Contractor is an authorized Company "Customer Representative" in good standing, the Independent Contractor may be granted a non-exclusive, royalty-free, limited license to use the Company's Proprietary Marks in connection with the resale of the Company's products. Notwithstanding the foregoing, nothing on the Site and/or the I.C. Site may be construed as granting, by implication, waiver, estoppel, or otherwise, any ownership interest in or any license or other right to use any Proprietary Marks displayed on the Site and/or the I.C. Site. The Independent Contractor expressly acknowledges and agrees that he or she does not have any claim, right, title or interest in or to the Site and/or I.C. Site or the Company's content or any other intellectual property utilized with respect to the Site or the I.C. Site. Upon termination of the Independent Contractor's Myshp.com Personal Website Program Customer Representative Enrollment Agreement and/or Stanley Home Products Customer Representative Enrollment Agreement and/or the Independent Contractor's status as a Customer Representative in good standing for any reason, the Independent Contractor acknowledges and agrees that the permission to use the Proprietary Marks granted herein shall immediately cease and shall be of no further effect.

LINKING
Links to third party websites may be provided by the Company to and from the Site and/or the I.C. Site. The Company has not reviewed all third party sites and does not control and is not responsible for any of these sites or their content. The Company does not endorse or make any representations about such sites, or any content, information or materials found there, or any results that may be obtained from using them. The Independent Contractor is solely responsible for any links it may create or authorize to and from the I.C. Site, including the content of any such site. The Independent Contractor may not, under any circumstances, create any links to or from the Site without the Company's express, prior written consent.

USE OF SITE AND/OR I.C. SITE
This Site and/or the I.C. Site or any portion of the Site and/or the I.C. Site may not be reproduced, duplicated, copied, sold, resold or otherwise exploited for any commercial purpose that is not expressly approved by the Company in writing. The Company reserves the right to refuse services, and/or cancel orders in its discretion if it believes that customer conduct violates applicable law or is harmful to the Company's interests in any respect.

INDEMNIFICATION
The Independent Contractor agrees to indemnify and hold the Company harmless from and against any liability, loss, cost, claim or expense (including, without limitation, attorney's fees and expenses, court cost and cost of investigation) arising out of, or alleged to have arisen out of, the Independent Contractor's operation of its business as a reseller of the Company's products and/or its participation in the Myshp.com Personal Website Program and/or its use of the Site and/or the I.C. Site.

CONFIDENTIAL PASSWORD ACCESS TO THE SITE AND/OR THE I.C. SITE
The Company will create an account and provide a password to the Independent Contractor to access and use the Site and/or I.C. Site. The Independent Contractor is entirely responsible for any and all activities that occur under his or her account and password. The Independent Contractor shall keep the password strictly confidential, shall not permit or allow any other person or entity to use his or her account, and shall promptly notify the Company in the event that he or she has any reason to believe that the security of his or her account or his or her password has been compromised in any respect. The Independent Contractor agrees to use the Myshp.com Personal Website Program in a manner consistent with all applicable federal and state laws and the Myshp.com Personal Website Program Customer Representative Enrollment Agreement and/or the Customer Representative Enrollment Agreement.

CONFIDENTIAL INFORMATION
In connection with the activities contemplated by the Myshp.com Personal Website Program Customer Representative Enrollment Agreement and/or the Customer Representative Enrollment Agreement, the Independent Contractor may have access to confidential or proprietary technical or business information of the Company, including without limitation (a) proposals, ideas or research related to possible new products or services; (b) sales and marketing data and reports and other financial information; and (c) any reporting information herein ("Confidential Information"). The Independent Contractor shall take commercially reasonable precautions to protect the confidentiality of the Company's Confidential Information and shall not disclose the Company's Confidential Information or use such Confidential Information for the benefit of any third party without the Company's express, prior written consent.

USER TRANSMISSIONS
The Company welcomes your comments and suggestions on the Site. If you post comments, suggestions or ideas (collectively "Submissions") in response to any content on the Site, you are deemed to have granted to the Company a non-exclusive, royalty-free, perpetual and irrevocable right to use, reproduce, modify, adapt, publish, translate, distribute and incorporate such Submissions and the names identified in the Submissions throughout the world in any media.

APPLICABLE LAW
The laws of the State of New York govern these terms and conditions, without giving effect to any principles of conflict of laws.

©2003 Stanley Home Products, a division of The Fuller Brush Co., Inc., a CPAC, Inc. company. All rights reserved.

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