AFFILIATE AGREEMENT

This Link Referral Agreement ("Agreement") is by and between your company ("You" or "Participant") and KINGSTON BRASS INC. ("KingstonBrass.com"), each of which may be referred to as "Party" and collectively "Parties."

1. Term Renewal; Termination. This Agreement shall be effective on the date Kingston Brass Inc accepts Participant's application and shall continue for one (1) year thereafter (the "Initial Term"). The term of this Agreement shall automatically renew for successive one (1)-month terms unless

a. either Party gives notice to the other at least thirty (30) days prior to the end of the then-current term, or

b. this Agreement is terminated earlier pursuant to the terms of Section 11 hereof.

2. Referral. Participant agrees to provide "Link(s)" to Kingston Brass Inc from its Web site(s), subject to the reasonable prior approval of Kingston Brass Inc with respect to the form and text of such link(s). Each of the Special Links will connect directly to a Kingston Brass Inc-provided Web site, according to a special link format provided to Participant by Kingston Brass Inc. Participant shall not make any changes to any Special Link, including, without limitation, changes to the content, appearance or functionality of any Special Link.

3. Preferred Customer. Participant shall provide the Kingston Brass Inc icon placement, which has equal to or greater than prominence than any other computer hardware or software provider. 

4. Trademarks.

a. General. Except to the extent that any Kingston Brass Inc trademarks are included in banner advertisements or other promotional materials that Participant obtains Kingston Brass Inc.com or that Participant otherwise receives from Kingston Brass Inc, Participant has no right to display or otherwise use any Kingston Brass Inc trademarks. Participant may display the Kingston Brass Inc trademarks described in the preceding sentence solely as part of the Special Links connecting to Kingston Brass Inc and solely to promote Kingston Brass Inc products. Any display of trademarks must be in good taste, and in a manner that preserves their value as trademarks of the other Party and in accordance with reasonable standards provided by such Party for their display. Neither Party will use any name or symbol in any manner that may imply that it is an agency or branch of the other. Neither Party grants a trademark license to the other Party under this Agreement. 

b. Ownership of Trademarks. Each Party acknowledges the ownership of the other Party in the trademarks of such other Party and agrees that all use of the other Party's trademarks shall inure to the benefit, and be on behalf of, the other Party. Each Party acknowledges that its utilization of the other Party's trademarks will not create in it, nor will it represent it has, any right, title, or interest in or to such trademarks other than the licenses expressly granted herein. Each Party agrees not to do anything contesting or impairing the trademark rights of the other Party.

5. Referral Fee.

a. Kingston Brass Inc shall pay Participant a referral fee on click-throughs from the Participant's Web site to Kingston Brass Inc ("click-through") that result in a sale of Kingston Brass Inc products. The referral fee shall be paid on monthly net sales revenue which is the sales revenue generated by click-throughs each month net of returns, cancellations, and credits, and excluding taxes and shipping.

b. Participant will receive referral fee payments only with respect to online click-through net sales less shipping and taxes that are made during the term of this Agreement and Participant expressly agrees that no further referral fee payments will be due from Kingston Brass Inc for click-through sales placed by customers after this Agreement has been terminated pursuant to Section 11 hereof. 

c. The final referral fee payment to the Participant may be withheld for a period not to exceed sixty (60) days after termination or expiration of this Agreement to ensure that the correct amount is paid.

d. The referral fee for click-through sales will be valid if a purchase is made within fourteen (14) days of the initial session and the purchase is made from the same computer system. The fourteen (14) calendar day extension is subject to change at Kingston Brass Inc's discretion.

6. Referral Fee Payment. Within thirty-five (35) days after the end of each month during the term of this Agreement, Kingston Brass Inc shall pay Participant the applicable referral fee for the preceding month. In the event that the monthly applicable referral fee is less than $150.00, payment of such referral fee will be deferred until the cumulative amount exceeds $150.00.

7. No Guarantees. Neither Party makes any guarantees whatsoever as to the results of efforts in connection with this Agreement. Neither Party makes any warranties, promises or statements except as specifically stated herein with respect to any matter. Neither Party has made an affirmation of fact or promise relating to the services or duties that have become any basis of this Agreement other than as stated herein, and the Parties acknowledge that they have relied on no warranties, promises or statements other than those expressly set forth in this Agreement. The Parties acknowledge that any estimates, projections, or forecasts provided to it by or on behalf of the other Party are only estimates and are not representations that such estimates will be realized. 

8. Application Criteria. Kingston Brass Inc will not accept into its affiliate program sites that conform to any of the following criteria:

* Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age

* Misrepresent themselves as a Kingston Brass Inc Web site by co-opting the visual "look and feel" of or text from Kingston Brass Inc's site or otherwise violate intellectual property rights, including, without limitation, "scraping" text or images from Kingston Brass Inc's Web sites

* Do not clearly make available an online privacy policy to its visitors

* Are "under construction" or have broken URLs

* Are otherwise considered offensive or inappropriate at Kingston Brass Inc's discretion.

9. Promotional Materials/Press Releases. Neither Party shall publicly announce or disclose the existence of this Agreement or its terms and conditions, or advertise or release any publicity regarding this Agreement without the prior written consent of the other Party. In the case of Kingston Brass Inc, such consent must be given by Kingston Brass Inc's Vice President of Corporate Communications. Breach of this provision by Participant or any of its subcontractors or suppliers shall be considered a material breach of this Agreement and Kingston Brass Inc shall be entitled to, at its option, one or more of the following remedies: (i) in view of the difficulty of determining with any certainty the resulting damages incurred by Kingston Brass Inc if Participant breaches this provision, Participant shall pay Kingston Brass Inc, as liquidated damages, an amount equal to One Hundred Thousand Dollars ($100,000); (ii) Participant shall publish a redaction of such press release; or (iii) Kingston Brass Inc may terminate this Agreement immediately upon delivery of notice to Participant and without further liability to it. The Parties agree that the amount specified in clause (i) of the preceding sentence is a reasonable approximation of the harm caused to Kingston Brass Inc's brand in the event Participant breaches this provision. This provision shall survive termination of this Agreement. 

10. Web Site Service Interruption. Kingston Brass Inc will make every effort to keep its Web site operational. However, certain technical difficulties may, from time to time, result in temporary service interruptions. The Participant agrees that Kingston Brass Inc shall have no liability of any kind for any of the direct or indirect consequences of such interruptions.

11. Agreement Modification. Kingston Brass Inc reserves the rights to change any of the terms and conditions in this Agreement, at any time and in its sole discretion, by providing thirty (30) days' written notice to Participant.

12. Termination; Effect of Termination. Kingston Brass Inc may, without cause and without liability to Participant, terminate this Agreement at any time. Either Party may terminate this Agreement for any material breach by the other Party of its obligations under this Agreement if such other Party fails to cure such material breach within thirty (30) days of receipt of written notice describing the nature of such breach with particularity. Termination of this Agreement will not release either Kingston Brass Inc or Participant from its obligations or discharge any liability that has been incurred by either Party prior to and including the effective date of termination. Upon termination of this Agreement, for any reason, Participant will promptly refrain from representing itself in any capacity relative to the Kingston Brass Inc Program and Kingston Brass Inc will likewise promptly cease representing that the Participant is associated with the Program.

13. Representations and Warranties. Each Party represents and warrants to the other Party that:

a. such Party has the requisite legal right, power and authority to enter into this Agreement and to perform the acts required of it hereunder;

b. the execution of this Agreement by such Party, and the performance by such Party of its obligations and duties hereunder, do not and will not violate any agreement to which such Party is a party or by which it is otherwise bound;

c. when executed and delivered by such Party, this Agreement will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms;

d. such Party acknowledges that the other Party makes no representations, warranties or agreements related to the subject matter hereof that are not expressly provided for in this Agreement. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

14. Confidentiality. You understand that, if your application is accepted by Kingston Brass Inc, you will be exposed to Kingston Brass Inc's business procedures and processes and may or will have access to certain confidential information belonging to Kingston Brass Inc, which Kingston Brass Inc considers to be among its most valuable assets. You also understand that in order for Kingston Brass Inc to protect its secret and confidential information and its goodwill with customers, it is necessary for Kingston Brass Inc to reasonably restrict your ability to use and disseminate confidential information of Kingston Brass Inc to the maximum extent permitted by law. As such, Participant will not directly or indirectly, during the term of this Agreement or thereafter, disclose or make any use of, for your own benefit or for the benefit of a business or entity other than Kingston Brass Inc, any Kingston Brass Inc information that, because of legends or other markings, the circumstances of disclosure or the nature of the information itself, you reasonably understand to be proprietary and confidential to Kingston Brass Inc, an affiliate of Kingston Brass Inc or a third party, including, without limitation, Be Free ("Confidential Information"). You must limit dissemination of Confidential Information to employees who have a need to know and shall not otherwise disclose the Confidential Information to any party. You shall protect the Confidential Information using a degree of care comparable to the care used to protect your own confidential and proprietary information, but in no case less than the degree of care generally accepted in the industry. You acknowledge that disclosure or use of any Confidential Information may give rise to irreparable injury to Kingston Brass Inc for which monetary damages may not be adequate. Accordingly, you agree that Kingston Brass Inc will be entitled to injunctive relief against the breach or threatened breach of your obligations under this paragraph, in addition to any other legal remedies that may be available. This provision shall survive the expiration or earlier termination of this Agreement.

15. Privacy. Participant acknowledges the importance Kingston Brass Inc places on protecting the privacy of its end users. Accordingly, Participant shall use its best efforts to safeguard any individually identifiable data acquired from or about end users, including, without limitation, names, addresses, or credit information, against unauthorized access or use. In addition, Participant shall not, without Kingston Brass Inc's prior written consent, use, sell, license, lease or otherwise transfer such data to any third party, or export such data to any location outside of the country in which Participant acquired such data. In the event Kingston Brass Inc agrees to allow Participant to use end-user data to send marketing materials to end users, Participant shall: (i) allow each end user to access any data Participant may have regarding such end user; (ii) allow each end user to correct any incorrect or incomplete data regarding such end user; (iii) comply with any request by an end user to remove such end user's name from the customer lists maintained by Participant; and (iv) upon receipt of a request as described in clause (iii), provide no further marketing materials to such end user. Upon the expiration or earlier termination of this Agreement, Participant shall return to Kingston Brass Inc all lists and other data regarding end users acquired from Kingston Brass Inc then in Participant's possession. Participant shall not retain any copies of such data in hard copy or electronic form.

16. Liability Limitation. UNDER NO CIRCUMSTANCES AND REGARDLESS OF THE FORM OF ACTION, WHETHER UNDER CONTRACT, TORT, STATUTE OR OTHERWISE, SHALL (1) Kingston Brass Inc BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF Kingston Brass Inc HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, OR (2) SHALL Kingston Brass Inc'S LIABILITY HEREUNDER EXCEED AN AMOUNT EQUAL TO THE TOTAL REFERRAL FEES PAID TO PARTICIPANT HEREUNDER.

17. Indemnity. Participant will defend, indemnify, save and hold harmless Kingston Brass Inc and its officers, directors, agents, affiliates, distributors, and employees from and against any and all third-party claims, demands, liabilities, costs or expenses, including reasonable attorneys' fees ("Liabilities"), resulting from Participant's performance or non-performance under this Agreement, including any material breach of any duty, representation, or warranty of Participant under this Agreement, except to the extent that such Liabilities result solely from the gross negligence or knowing and willful misconduct of Kingston Brass Inc. Kingston Brass Inc shall (a) promptly notify Participant in writing of any claim subject to indemnification hereunder; (b) give Participant the opportunity to control the defense and settlement of any such claim; and (c) reasonably cooperate with Participant, at Participant's expense, in defending or settling such claims. Kingston Brass Inc shall have the right to participate, at its sole expense, in the defense or settlement of any such claim.

18. Independent Contractors. The Parties to this Agreement are independent contractors and neither Party is an agent, representative, or partner of the other Party. Neither Party shall have any right, power or authority to enter into any agreement of or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party. In addition, Participant shall make no representations or other statements, in writing or otherwise, regarding any association of Be Free with Kingston Brass Inc or Participant.

19. Notice. Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes (i) on the delivery date if delivered by electronic mail on the Kingston Brass Inc Network; (ii) on the delivery date if delivered personally to the Party to whom the same is directed; (iii) one (1) business day after deposit with a commercial overnight carrier, with written verification of receipt, or (iv) five (5) business days after the mailing date if sent by U.S. mail, return receipt requested, postage and charges prepaid, or any other means of rapid mail delivery for which a receipt is available, to the address of the Party to whom the same is directed. Any notices sent by Participant to Kingston Brass Inc shall be sent to the following address:

Kingston Brass Inc Business Affiliate Program
12775 Reservoir Street,
Chino, CA 91710

20. No Waiver. The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such Party's right to assert or rely upon any such provision or right in that or any other instance, except (i) to the extent the other Party is prejudiced by such failure, or (ii) in the event of an express waiver of relinquishment. 

21. Return of Information. Upon the expiration or termination of this Agreement, each Party shall promptly return all information, documents, manuals and other materials belonging to the other Party except as otherwise provided in this Agreement.

22. Further Assurances. Each Party shall take such action (including, but not limited to, the execution, acknowledgment and delivery of documents) as may reasonably be requested by any other Party for the implementation or continuing performance of this Agreement.

23. Assignment. Participant shall not assign (voluntarily, by operation of law or otherwise) this Agreement or any right, interest or benefit under this Agreement without the prior written consent of Kingston Brass Inc, except for an assignment of all of such Party's rights and obligations hereunder to a parent, majority-owned subsidiary, or a successor to all or substantially all of the assets or stock of the Participant. Subject to the foregoing, this Agreement shall be fully binding upon, inure to the benefit of and be enforceable by the Parties hereto and their respective successors and assigns.

24. Construction. In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed, or if any such provision is held invalid by a court with jurisdiction over the Parties to this Agreement, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law, and the remainder of this Agreement shall remain in full force and effect.

25. Entire Agreement. This Agreement sets forth the entire agreement, and supersedes any and all prior agreements of the Parties with respect to the transactions set forth herein. Kingston Brass Inc shall not be bound by, and Kingston Brass Inc specifically objects to, any term, condition or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by Participant in any correspondence or other document, unless Kingston Brass Inc specifically agrees to such provision in writing.

26. Applicable Law; Jurisdiction. This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of South Dakota except for its conflicts of laws principles. Each Party irrevocably consents to the exclusive jurisdiction of the courts of the State of South Dakota and the federal courts situated in the State of South Dakota, in connection with any action to enforce the provisions of this Agreement, to recover damages or other relief for breach of default under this Agreement or otherwise arising under or by reason of this Agreement.

27. Domestic Agreement. All payments under this Agreement shall be in U.S. dollars. Additionally, no Product deliveries under this Agreement shall be made outside the United States. 

What is an Affiliate Program? 
An Affiliate Program allows you to place links to our products on your web site. By placing these links, visitors to your site have the opportunity to buy products. If a product is purchased through a link on your web site, we pay you a commission for each sale. 

Why should I join?
There are many reasons to join! Becoming an Affiliate is free, and you'll make money with very little effort. As an Affiliate, you can add value to the content of your site. We take the customer order and handle all payments. All you do is cash the check!

Does it cost me anything to become an Affiliate? 
No! It's absolutely free to join our Affiliate Program. There is no charge to apply and there is no minimum sales requirement. 

Can a web site outside the United States or Canada be an Affiliate? 
Yes. We welcome Affiliates from anywhere in the world; however, customers that buy from our site must pay in US dollars. All commission payment checks to Affiliates are in US dollars.

I operate more than one web site. Can I still be an Affiliate?
Yes, however you must sign up for a seperate affiliate account with each website you operate. You can track the progress of each of your sites separately. 

How do I sign up?
First, you must read and accept our Affiliate Agreement. Then, you complete our online application form. After your application is submitted, we will send you an email with information on how to get started. 

How does the program work? 
An Affiliate Program allows you to make money by referring customers to our web site. You do this by placing links on your site. Every time you refer a customer to us and that customer makes a purchase, you earn a commission. In every month that you have earned more than $150, we send you a check for a percentage of the sales you referred to our site. It's that easy!

Is my web site eligible to become an Affiliate? 
Most sites will qualify to participate in the program. Anyone may submit an application, but we do reserve the right to refuse membership to a site or revoke a site's membership at any time if we deem that it contains objectionable material.

What are my responsibilities an as Affiliate? 
The only thing you are responsible for is using the tag generator, creative, and links, so you can create and place links on your site. We handle everything else.

What are our responsibilities? 
We will provide you with the tools and support you need to maximize sales through your site. We also handle orders, shipping, and billing for all customers you refer to us.

I don't have a web site Can I still apply?
Unfortunately, no. In order for us to accept you as an Affiliate, we must be able to view your web site.

How do I change my account information?
Once you have been accepted as an Affiliate, you will be given access to our affiliate area, so you can modify your account information.

Will becoming an Affiliate increase traffic to my site? 
Our Affiliate Program is a revenue-sharing program. It is not designed to help you increase traffic to your site; however, it enhances your site with content, so your user return rate may be higher. You will also be given access to our online affiliate support forum so you can learn how to increase traffic to your site and earn more money.

How do I create links? 
If you are an affiliate we can track all links to us from the website you signed up with us. We will provide you with the link you need.

Where should I place the links on my site? 
You should place links where they are easy for your site visitors to find, such as your homepage. Some areas you may want to place your links include your home page, your navigation bar, and any other traffic areas. If you place the links in an easily accessible location on your site, your visitors will be more likely to make a purchase.

How often should I update my links? 
You should update links to our products frequently. We are constantly adding new products, so you should create new links that fit the interests of your visitors. Using our dynamic full page creatives you can have fresh content on your site every day.

Can I use your content on my site? 
No, but suggested graphics and descriptive texts will be made available to you and you are recommended to use them.

How much can I earn? 
We can't predict how much you will earn from our Affiliate Program because we don't know anything about your web site or your visitors. We will tell you that we have affiliates earning thousands of dollars every month.

How do I know how much commission I've earned? 
Through affiliate interface you can access reports, which are updated daily, that provide information on impressions, click thorough, orders, shipments, and commissions earned.

How often do I get paid?
We will send you a check for a percentage of the sales you referred to our site every calendar month, provided you earned more than $150. 

Do I earn commissions on my own purchases? 
The Program is intended for commercial use only and you may not purchase Products through the Program for your own use.

What about product returns?
If a user returns a product for a refund, or if credit card charges are reversed due to a dispute or credit card fraud, your account will be debited for any commission earned on that transaction.

How can I monitor my sales? 
You can monitor your sales by accessing reports as often as you like through your admin section.

Who processes orders and handles customer service? 
We do all of that for the customers that you refer to our site. All you have to do is place links on your site. We do the rest! 

How will you know that the orders came from my site?
All links from your site to our site contain a unique identifier so that every time a user comes to us via your site, we know to credit you when a purchase is made. This is only possible, though, when you create all of your links with the tag generator on our affiliate interface.

How often can I run reports? 
You can run reports daily if you wish. Our affiliate reporting area, is updated daily with the latest information about your site.