The Rockport Group Revenue and Competitors

This Affiliate Participation Agreement contains the terms and conditions that apply to your participation as a member of the affiliate program (the "Affiliate Program") for Shop.Rockport.com (the "Merchant Website"), which is a website operated by GSI Commerce Solutions, Inc. ("we""us" or "Merchant") through an agreement with Rockport Company, LLC (the "Merchant Partner"). This Affiliate Program is administered through LinkShare Corporation ("LinkShare"), operators of the "LinkShare Network". In this Agreement you are sometimes referred to as "you", "your" or "Affiliate". This is a legally binding agreement. By joining this affiliate program and receiving and using links to the merchant website, you are confirming that you have read this agreement and that you agree to be bound by the terms and conditions contained in this agreement. If you do not agree with any of the terms or conditions set forth herein, do not join this affiliate program. Merchant Partner Is A Third Party Beneficiary. You acknowledge that the Merchant Partner is an intended third-party beneficiary of this Agreement and has the rights to enforce the this Agreement. 1. Enrollment; Eligibility. In order to participate in this Affiliate Program you must complete a participant application that is accessible through this Merchant Website or through the LinkShare Network. You will be notified if your application has been accepted or rejected. We reserve the right to reject any application in our sole discretion. If we reject your application, you may reapply at anytime. Only websites with general or United States based domain name extensions (e.g. .com, .net, .org, .us, etc.) and primarily serve a United States based audience are eligible for participation in this Affiliate Program. You must be at least 18 years of age to join this Affiliate Program. By submitting an application to participate in this Affiliate Program, you represent, warrant, covenant and agree that (i) all information that you provide to us or LinkShare in connection with your participant application and/or in connection with your participation in this Affiliate Program is true, complete and accurate, (ii) you have all necessary rights and authority to enter into this Agreement and perform your obligations hereunder, (iii) this Agreement will constitute a legal, binding and enforceable agreement against you in accordance with the terms and conditions herein, and (iv) your execution and performance hereunder will not conflict with or result in a breach or violation of any other agreement, arrangement or understanding to which you are bound. 2. Suitability of Affiliate Websites. (a) Your websites are not suitable and you may not participate in the Affiliate Program if the websites operated by you violate any of the following website suitability restrictions. Further, you represent, warrant, covenant and agree that none of your participating websites or any content or technology contained thereon will, at anytime during the period that you are an affiliate in this Affiliate Program, violate any of the following website suitability restrictions. In the event that we believe that you have violated any of the following website suitability restrictions we may, in addition to all other rights and remedies that we may have, terminate this Agreement and your participation in this Affiliate Program without notice. Your participating websites may not: (i) infringe on our or any other person's or entity's intellectual property, publicity, privacy or other rights, (ii) fail to state a clear online privacy policy to your visitors, (iii) require a username or password to access your websites, without our prior written consent (including via email), (iv) violate any law, rule or regulation, (v) contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, pornography or sexually explicit materials, (vi) contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information, (vii) contain material that is materially false, inaccurate, fraudulent or misleading or that promotes pyramid or similar schemes; (viii) promote violence or any illegal or immoral activity, (ix) promote discrimination based upon gender, race, religion, nationality, disability, sexual orientation or age, (x) use or promote the use of bulk email or spam, (xi) contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website, (xii) use any software that gathers information through the customer's Internet connection without his or her knowledge, (xiii) install spyware on another person's computer, or cause spyware to be installed on another person's computer, or utilize any "opt-out downloads". An "opt-out download" is any software, program, script, tool or element that would automatically download to a user's computer or that would become operative when the user accesses the Internet unless the user takes affirmative action to prevent the download. (xiv) use a context based triggering mechanism to display an advertisement that partially or wholly covers or obscures paid advertising or other content on an Internet website in a way that interferes with a user's ability to view the Internet website, or use browser-embedded contextual targeting applications or other applications which serve advertisements (pop-up ads and pop-unders, in-browser ads and highlighting of website content and redirecting to websites with similar content, regardless of whether any such advertisements are served directly by you or is provided or purchased from a third-party) on Merchant's or Merchant's competitors websites or on any other website other than your websites. (b) You may not (i) engineer you websites in a manner designed to direct or pull Internet traffic away from our Merchant website, (ii) attempt to modify or alter our Merchant website in any way; (iii) make any representations, either express or implied, or create an appearance that a visitor to your website is visiting our website, e.g., "framing" the Merchant website, without our prior written approval; or (iv) "scrape" or "spider" any Merchant website or any other website for Merchant Content (as defined below). (c) You may not purchase products during sessions initiated through Qualified Links on your websites for, resale, or commercial use of any kind. Such purchases may result, in our sole discretion, in the withholding of the Revenue Share or the termination of this Agreement. (c) We have the right in our sole and absolute discretion to monitor your websites at any time and from time to time to determine if you are in compliance with the terms of this Agreement, and you agree to provide us with unrestricted access to your websites for such purpose. 3. Right to Use Merchant Content. (a) Subject to the terms and conditions herein, we hereby grant to you, during the term hereof, a limited, non-exclusive, non-transferable, revocable, non-sublicenseable, non-assignable right to (i) access the Merchant Website through Qualified Links (defined below) provided by us from time to time, and (ii) use and display the Merchant Content (as defined below) that we may make available to you from time to time solely as provided to you through the LinkShare Network and solely for the purpose of generating the sale of Merchant's products from your website that we have approved and solely in connection with your participation in this Affiliate Program. Any attempt to sublicense, assign or transfer this right is void. We may terminate your rights to use the Merchant Content for any reason at any time in our sole and absolute discretion. (b) A "Qualifying Link" means a link from your website to our website using one of the URLs or graphic links provided by us (or through the LinkShare Network) for use in the Affiliate Program that allows LinkShare to track the use of such links by your visitors. All Qualifying Links that you will use in the Affiliate Program will be provided to you from the LinkShare Network or by other means selected by us, and only valid Qualifying Links generated by the LinkShare Network or by us will be tracked for purposes of determining Revenue Share that you may be eligible to receive on sales of products generated through your website. Except for the right to use the Merchant Content provided to you by us hereunder, we are not granting you any rights in, and you represent, warrant, covenant and agree that you will not use, in any manner, any trademarks, service marks, trade names, logos, banners, buttons, graphics, digital images, text, or other content or materials owned or controlled by us or our Merchant Partner. (c) Upon termination of this Agreement, for any reason, you shall immediately cease using, displaying or otherwise maintaining any interest in the Merchant Content. For purposes of this Agreement "Merchant Content" means any and all trademarks, service marks, trade names, logos, banners, buttons, digital images, graphics, text and other content and material which we may, in our sole discretion, make available to you in connection with this Affiliate Program from time to time. Such Merchant Content may be, directly or indirectly, owned by us or licensed to us by our Merchant Partner.