The undersigned, here in after referred as "affiliate", by submitting this affiliate application and advertising agreement, collectively referred as "agreement", to Wooden Wheel Lodge, here in after referred as "Wooden Wheel", an Alaska owned corporation, acknowledges that it wishes to become an affiliate, and in consideration of Wooden Wheel's approving affiliate's application, agrees to be bound by the terms and conditions of this agreement as well as any specific terms and conditions required by Wooden Wheel to participate in this respective affiliate program. Affiliate warrants that all information provided in the affiliate application is true and accurate. Affiliate understands that Wooden Wheel has sole discretion over whether to accept or reject affiliate's application, and that this agreement will not be binding unless affiliate has been notified of such acceptance.

RECITALS
a. Affiliate is the operator and owner of the internet website(s), email(s), other segments or spaces on such website(s) and web-based services described in the affiliate application, individually a distribution medium and collectively, the distribution media.

b. Wooden Wheel operates an online website with whom Wooden Wheel has contracted, affiliates, which includes the distribution media, other websites, email lists, desktop applications and wireless services, for which it solicits various entities, as well as other advertisers, advertising agencies or others.

1. Term.
a. Wooden Wheel reserves the right to terminate this agreement at any time upon notice to affiliate via e-mail or via our website. Wooden Wheel may immediately terminate this agreement without notice if affiliate is in breach of any representation, warranty or covenant in this agreement or any other agreements to which affiliate and Wooden Wheel are a party. Affiliate may terminate this agreement upon 30 days written notice to Wooden Wheel. The rights and obligations contained in Sections 3, 5, 6, 7, 8 and 9 of this agreement shall survive the termination or expiration of this agreement.

2. Acceptance
a. Affiliate at its' discretion, and upon approval by Wooden Wheel, shall determine which offers it will display through its distribution media. Any offer displayed by affiliate shall be displayed on the terms and conditions set forth in this agreement and in accordance with all applicable terms. In the event that Wooden Wheel believes that the display, or continued display, of an offer may subject either party to potential liability, affiliate shall, upon written notice from Wooden Wheel, immediately remove the offer from its distribution media. Affiliate shall not alter or modify the offer as provided by Wooden Wheel. The affiliate may, with prior written permission from Wooden Wheel, modify the size of an image for placement in their media.

3. Payment For Services
a. Wooden Wheel agrees to remit to affiliate an advertising fee payable in the amounts and on the terms as set forth in this agreement as well as in accordance with all applicable for all offers placed with affiliate which result in the sale of products or services and other specified action from Wooden Wheel's website via hyperlinks from affiliate's distribution medium;

b. As used in this agreement and terms;

c. "Net Monthly Sales" means the net dollar amount actually billed by Wooden Wheel for products sold to a customer, as define below, during a calendar month. Net monthly sales are calculated exclusive of fraudulently placed orders, returned orders, transportation and packaging costs, insurance, duties, taxes and other governmental charges, and discounts or rebates actually granted by Wooden Wheel.

d. A "qualified customer" means any individual or entity that;

i. Purchases products from Wooden Wheel within the period of time as set forth in any applicable specific terms of clicking through to Wooden Wheel via hyperlinks from affiliate and any other promotional placement provided by Wooden Wheel or; ii. Completes and submits to Wooden Wheel all information required by Wooden Wheel's registration form within the period of time as set forth in any applicable terms of clicking through to Wooden Wheel via hyperlinks from any affiliate. A person or entity that supplies information previously known or possessed by Wooden Wheel is not a qualified customer.

e. In the event an individual or entity visited more than one affiliate or Wooden Wheel prior to purchasing service(s) and/or product(s) from or undertaking some other specified action on Wooden Wheel's website, the affiliate or Wooden Wheel operating the last distribution medium that such individual or entity clicked through to Wooden Wheel's website shall be the only party entitled to receive an advertising fee for the service(s) and/or product(s) sold.

f. Wooden Wheel shall pay the advertising fees to affiliate within 30 days after the end of the month in which Wooden Wheel;

i. Services Provided: Has received an authorized payment in full from the purchaser and it's within 90 days of their arrival date at the lodge; or

ii. Products: In the case of merchandise purchased, payment has been received in full by Wooden Wheel and all funds have been authorized and deposited into Wooden Wheel's account(s).

g. Wooden Wheel shall not be obligated to make any payment of advertising fees to affiliate until;
i. Payment for service(s) has been received in full and its' within 90 days of their reservation date, or payment for product(s) has been received in full.

ii. The aggregate amount of advertising fees due to affiliate from Wooden Wheel equals or exceeds fifty dollars ($50.00). Wooden Wheel does not aggregate payments remitted for the benefit of affiliate. Any earned but unpaid advertising fee(s) shall carry over to the next regularly scheduled payment period.

1. Wooden Wheel will only remit payment to affiliate if affiliate has been accepted by Wooden Wheel as an affiliate and has provided Wooden Wheel with a correct mailing address and a tax identification number.

2. Regardless of the timing of any payment made by Wooden Wheel to affiliate hereunder, Wooden Wheel shall be authorized to chargeback any fee paid to affiliate that specifically relates to;

a. Products returned by qualified customers within ninety (90) days from the date of purchase;

b. Refunds or credits issued to qualified customers within 90 days from the date of purchase; or

c. Overpayment(s) to affiliate, duplicate entries or other clear bona-fide errors. Wooden Wheel shall deduct the amount of the chargeback from and offset such amounts against any monies owed by Wooden Wheel to affiliate. In the event that Wooden Wheel has not fully recouped, via offset, any chargeback within 60 days from the date of the chargeback, affiliate shall issue payment to Wooden Wheel for the outstanding amount of the chargeback.

iii. Amounts credited to affiliate's account will not bear interest.

iv. Affiliate hereby authorizes Wooden Wheel to electronically transfer amounts owed to affiliate to affiliate's account at the financial institution set forth in the affiliate application ("Bank"). Affiliate authorizes bank to accept and to credit any payments transferred by Wooden Wheel to affiliate's account. In the event that Wooden Wheel erroneously deposits funds into affiliate's account, affiliate authorizes Wooden Wheel to debit affiliate's account in an amount not to exceed the amount of the erroneous credit. This authorization is to remain in full force and affect until Wooden Wheel and bank have received written notice from affiliate of its termination. If affiliate changes bank accounts, it agrees to immediately notify Wooden Wheel of such change in order to allow Wooden Wheel to update its records accordingly.

v. In the event that affiliate opts to accumulate account advertising fees earned for product(s) or service(s) offered by Wooden Wheel, Wooden Wheel will provide affiliate with a monthly account balance statement via affiliates email address as provided. Affiliate further acknowledges that all funds accumulated on account for more than sixty (60) days can only be used towards the purchase of product(s) or service(s) provided by Wooden Wheel.

4. Responsibilities of Wooden Wheel
a. Wooden Wheel covenants and agrees to use its commercially reasonable best efforts;

b. To provide, monitor and maintain the necessary technology applications required to link affiliate to Wooden Wheel's website. Wooden Wheel shall include the use of tags in HTML/Java or other appropriate languages, tags, to enable Wooden Wheel to serve or provide offers to affiliate;

5. Responsibilities of Affiliate
a. Affiliate covenants and agrees that it shall;
i. To continue to operate and maintain the distribution media, including any website pages where any offer(s) appear, in a manner consistent with the intent and purpose of the distribution medium;

ii. To place offer(s) on affiliate's distribution medium and, including website page(s) where any offer appears, in accordance with the terms set forth in this agreement and in accordance with our terms;

iii. To maintain its customer list in a manner that conforms with best practices of privacy policies;

iv. To position the offers on each distribution medium, including any website page(s) where any offer appears, in such a manner to assure that the offer(s) are fully and clearly visible to consumers;

v. Not alter, change substitute or modify the content or appearance to any end user of any website not included within the distribution media;

vi. Not use any information or content from any website page not included within the distribution media in order to refer a qualified customer to Wooden Wheel's website;

vii. Not obstruct access to any website not included within the distribution media; and

viii. Affiliate agrees and warrants that it will not send, transmit and/or distribute any offer, as defined in the agreement, via e-mail unless the intended recipient of the email has opted to receive such offer and such email is not deemed "SPAM e-mail", as defined below. An e-mail shall be deemed to be "SPAM e-mail" if such e-mail satisfies any one or more of the following criteria;

a. The e-mail fails to identify the affiliate as the sender of the email;

b. The email contains a falsified sender domain name or nonresponsive IP address;

c. The email contains or includes a false or misleading subject line that attempts to disguise or conceal the content of the email;

d. The email fails to notify the recipient that he or she may unsubscribe or "opt out" from further email solicitations from the affiliate; and

e. The email fails to contain or include a valid return email address or other internet based mechanism whereby recipients can unsubscribe or "opt out" from receiving further email solicitations from the affiliate. Such return email address or other internet based mechanism shall remain valid for no less than 30 days from the date of transmission of the email and the affiliate shall implement all requests to unsubscribe or "opt out" within 10 days of receipt of such request;

f. The email fails to contain or include a valid physical postal address for the affiliate, which shall not include a P.O. Box address;
g. The email is sent to an individual who was not provided with an accurate, clear and conspicuous description of the marketing purposes for which his or her email address may be used at the time such email address was provided by the individual;
h. The email fails to provide clear and conspicuous notice that the message is an advertisement or solicitation;
i. The email is sent for the purpose, but not necessarily the sole purpose, of harvesting the email addresses in order to send future unsolicited emails;
j. The email is sent unsolicited to a recipient that does not have a prior business or personal relationship with affiliate;
k. The email contains nudity, profanity, sexually oriented materials, hate speech, or other obscene content.
l. Affiliate further agrees and warrants that it will comply with all local, state and federal laws, including, but not limited to, the "CAN-SPAM" Act, effective January 1, 2004, regarding the sending of emails;
m. Wooden Wheel will notify affiliate of any complaint regarding their email practices or any alleged violation of the above warranties. Within 48 hours of notification, affiliate must respond to Wooden Wheel and provide source information as to any questionable emails including, but not limited to, the time, date, IP address and content of the questionable e-mails along with the applicable "opt-in" information, time, date and IP address of opt-in source, of the recipient. If the affiliate fails to provide source information satisfactory to Wooden Wheel to demonstrate that;
i. The recipient "opted in" to receive such email; and
ii. The affiliate did not send SPAM email or otherwise breach the above warranties, then Wooden Wheel has the right to immediately suspend payment to and further performance of any services by the affiliate.

6. Indemnification; Limitation of Liability
a. Affiliate agrees to indemnify, defend and hold harmless Wooden Wheel, their respective officers, directors, employees, shareholders and agents, from and against any and all liability, claims, losses, damages, injuries or expenses, including reasonable attorneys' fees, directly or indirectly arising from or relating to;
i. Any breach of this agreement by affiliate; or

ii. The operation and content of the distribution media. Affiliate agrees that it will not assert a defense based upon lack of privity.

b. Wooden Wheel agrees to indemnify, defend and hold harmless affiliate and its respective officers, directors, employees, shareholders and agents from and against any and all liability claims, losses, damages, injuries or expenses, including reasonable attorneys' fees, directly or indirectly arising from or relating to any breach of this agreement by Wooden Wheel.

c. Neither affiliate nor Wooden Wheel shall be liable to one another for any special, consequential, even if a party has been informed of the possibility of such damages, incidental, punitive or indirect damages, losses, costs or expenses of any kind arising out of this agreement or its termination, however caused, and whether based in contract, tort, including negligence, products liability or any other theory of liability regardless of whether such party has been advised of the possibility of such damages, losses, costs or expenses. Neither affiliate nor Wooden Wheel shall be liable to one another for lost or imputed profits arising out of this agreement or its termination. Each party hereto waives any claims that these exclusions deprive such party of an adequate remedy. Except for liabilities resulting from Wooden Wheel's willful misconduct or recklessness, the liability of Wooden Wheel shall not exceed the total amount of the advertising fees actually paid by Wooden Wheel to affiliate under this agreement and specific terms. Affiliate shall not be liable;

i. For any errors or omissions included in the offers received from Wooden Wheel; or

ii. In the event that affiliate encounters technical or other difficulties that may occasionally hinder the operation of the distribution medium. Wooden Wheel shall not be liable to affiliate or any other person or entity for;

iii. Any information provided to any person or entity by Wooden Wheel; or

iv. System downtime of Wooden Wheel;

v. Unauthorized access to, or alteration, theft or destruction of affiliate's distribution medium, data files or systems or programs through accident, fraudulent means or device; or

vi. Any claim attributable to errors, omissions or other inaccuracies in the offers.

7. Confidentiality
a. In connection with the business relationship contemplated by agreement, each party acknowledges and agrees that any confidential information received or obtained from the other party will be the sole and exclusive property of the other party and may not be used, disseminated or disclosed except as may be necessary to perform the obligations required under this agreement or as may be required by law. If disclosure is required by law, the party required to disclose confidential information shall reasonably cooperate with the other party, at the other party's request and expense, so that the other party may preserve the confidentiality of the confidential information to the extent reasonably possible.

8. Trademarks and Proprietary Rights
a. Wooden Wheel grants affiliate a limited, non-exclusive, non-transferable, revocable license to use, reproduce and distribute the offer(s) in accordance with the terms of this agreement. Wooden Wheel specifically does not grant affiliate any right to use any trade name(s) or marks without the express written consent. Wooden Wheel grants affiliate a limited, non-exclusive, non-transferable license for the term of this agreement to use Wooden Wheel solely in accordance with the terms of this agreement. Affiliate grants Wooden Wheel a limited, non-exclusive, non-transferable, revocable license to use, reproduce and distribute its company name and logo for use in Wooden Wheel's promotional materials. Each license granted in this Section 8b is hereinafter referred to individually as "Licensed Property."

b. Neither party shall use the other party's licensed property in a manner that disparages the other party or its' products or services, or portrays the other party or its products or services in a false, competitively adverse or poor light. Each party shall comply with the other party's requests as to the use of the other party's licensed property and will avoid any action that diminishes the value of such marks.

c. Subject to the limited licenses granted to affiliate under section 8a, the affiliate and Wooden Wheel owns and shall retain all right, title and interest in its' trade names, logos, trademarks, service marks, trade dress, internet domain names, copyrights, patents, trade secrets, know how and proprietary technology, including, without limitation, those trade names, logos, trademarks, service marks, trade dress, copyrights, patents, testimonials, endorsements, know how, trade secrets and proprietary technology currently used or which may be developed and/or used by it in the future intellectual property. All data that is collected by Wooden Wheel while performing its' obligations under this agreement, is the property of Wooden Wheel current use and plans to continue to use data that it collects in an aggregate manner, i.e. that information which is gathered as a group of demographic data, and is not personally or company identifiable

9. General Provisions
a. Representations and Warranties.
1. Each party represents and warrants to the other party that;
i. Such party has all necessary right, power and authority to enter into this agreement and to perform its' obligations under this agreement;

ii. Nothing contained in this agreement or required by such party's performance hereunder will place such party in breach of any other contract or agreement to which it is bound or violate any applicable law, including obscenity, privacy and defamation laws;

iii. The performance of this agreement shall not infringe or violate upon the intellectual property or privacy rights of any third party. Except as expressly set forth in section 9a, neither Wooden Wheel nor affiliate make, and each specifically disclaim any representations or warranties, express or implied, including without limitation, warranties of merchantablilty and fitness for a particular purpose, regarding the distribution medium, products and services contemplated by this agreement, and non-infringement.

b. Jurisdiction and Governing Law
1. Affiliate consents to the exclusive personal jurisdiction of the state and federal courts located in Alaska and agrees that any claim against Wooden Wheel shall be brought in the state or federal courts located in Ketchikan, Alaska.
2. The rights and obligations of the parties under this agreement shall be governed by and construed under the laws of the State of Alaska without reference to conflict of law principles.
3. Affiliate consents to the personal jurisdiction of the state and federal courts located in Ketchikan, Alaska, and agrees that any lawsuit between affiliate and Wooden Wheel shall be filed in this venue.
c. Force Majeure
1. Neither party shall be deemed in default of this agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party; provided, that the party whose performance is affected by any such event gives the other party written notice thereof within 3 business days of such event or occurrence.

d. Relationship
1. The relationship of Wooden Wheel and affiliate established by this agreement is that of independent contractors, and neither party is an employee, agent, partner or joint venture of the other.
2. The detailed operations of Wooden Wheel under this agreement are subject to the sole control and management of Wooden Wheel.
3. The parties acknowledge that, except as set forth in section 5 hereto, this agreement sets forth a non-exclusive relationship between the parties.

e. Notice
1. Any notice, communication or statement relating to this agreement shall be in writing and deemed effective;
i. Upon delivery when delivered in person;
ii. Upon transmission when delivered by verified facsimile transmission; or
iii. when delivered by registered or certified mail, postage prepaid, return receipt requested or by nationally-recognized overnight courier service to the address of the respective parties as follows.
1. To Wooden Wheel at PO Box 118, Point Baker, Alaska 99927;
2. To affiliate at the address set forth in the affiliate application.

f. Successors and Assigns
1. This agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns.
g. Amendments and Waivers
1. The failure of either party to insist upon or enforce strict performance by the others 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, and the same shall be and remain in full force and effect.
2. Wooden Wheel reserves the right to modify this agreement at any time. Any such modification shall be immediately effective upon the posting of the modified agreement upon Wooden Wheel's website, or any successor websites.

h. Entire Agreement
1. This agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and merges all prior discussions and writings between them with respect to the contents of this agreement. If any provision, or part thereof, of this agreement is determined by a court of competent jurisdiction as part of a final non-appealable ruling, government action or binding arbitration, to be invalid, illegal, or otherwise unenforceable, such provision shall be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this agreement shall remain in full force and effect and bind the parties according to its terms.

The individual clicking on this link and submitting this application certifies that she/he is authorized to act on behalf of affiliate and that she/he, on behalf of affiliate, has read and accepts the terms, conditions and disclosures associated with this agreement.