Thuasne UK Affiliate Programme Terms and Conditions

The following terms and conditions form a legally binding agreement between the affiliate of the
Thuasne UK Programme (hereafter referred to as “you” or the “Affiliate”) and Thuasne UK
(hereafter referred to as “us”, “Thuasne, Thuasne UK” or “Merchant”) in relation to the Thuasne
UK Affiliate Programme (the “Programme”).

1. Application of Terms of the Thuasne UK Programme

1.1 These terms and conditions apply to your application and participation in the Thuasne
UK Affiliate Programme. They do not apply to any participation in any other affiliate
programme or third party provider.

1.2 You must not apply to participate or indeed participate in the Programme unless you accept
these terms and conditions and indicate your acceptance applying to participate and/or by
participating in the Thuasne UK Affiliate Programme.

1.3 You may not participate or apply to participate in the Programme if you are not of legal age
to form a binding contract with Thuasne UK, or are prohibited from or in any other way
precluded from participating in the Programme under the laws of the country in which you
are a resident or residing. Thuasne UK can take no responsibility for a breach or
contravention of the laws and customs in your particular jurisdiction.

1.4 You are deemed to have accepted these terms and conditions by submitting an application
to participate in the Programme through the Thuasne-Store.co.uk website, by email or by
telephone or by your continued participation in the Programme for any length of time.

1.5 Thuasne UK may make changes to the terms and conditions of the Programme from time to
time. Thuasne UK will make a new copy of the terms and conditions available to you on the
Thuasne-Store.co.uk website and/or by email from your account manager. You understand
and agree that if you continue to participate in the Programme after the date on which the
terms and conditions have changed, you are deemed to have affirmatively accepted the
new terms and conditions and are bound by those terms and conditions. If you do not wish
to continue to participate in the Programme following such changes, your only remedy is to
terminate your participation in the Programme immediately by removing any affiliate
marketing activity, and to terminate your participation in writing.

2 Enrollment

2.1 If you wish to participate in the Programme, you must complete the affiliate submission
form on the affiliates page of our website with full details requested. A Thuasne UK
affiliate account manager may require further details from you by subsequent email,
telephone or written correspondence.

2.2 Affiliates shall not attempt to open more than one Thuasne UK affiliate account on the
Thuasne-Store network, nor on any other networks. Affiliates with multiple Thuasne UK
accounts with Thuasne UK or other third party providers of affiliate services are not
permitted without the express prior written consent of Thuasne UK, and will be removed
from the Programme if found to be in breach of this clause.

2.3 Thuasne UK will evaluate the application to become an Affiliate and notify the potential
Affiliate of the acceptance or rejection to the Programme. Thuasne UK may reject any
application, in Thuasne UK sole, absolute and final discretion, if it believes that the
submitted application or related website is unsuitable to join the Thuasne UK Affiliate
Programme.

2.4 Thuasne UK deem the following attributes of a site to be unsuitable (This list in not
exhaustive but is indicative of the types of site that are unsuitable). Unsuitable sites are
those that:

2.4.1 Infringe trademark rights of Thuasne UK e or any third parties or otherwise violate
the rights of other third party or parties;

2.4.2 Contain sexually explicit materials;

2.4.3 Contain hate/violent/offensive content;

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

2.4.5 Promote illegal activities or otherwise violate any applicable laws including, without
limitation, those targeting spyware, adware, malware or SPAM;

2.4.6 Violate any intellectual property rights of Thuasne UK or any third parties including,
without limitation, scraping text or images from Thuasne UK website or any other
sources that contain images or text originating from Thuasne UK;

2.4.7 Are in any other way considered to be by Thuasne UK inappropriate and/or
offensive.

2.5 If Thuasne UK rejects the application submitted through the Affiliate application process, the
rejected or potential affiliate can re-apply to the Programme at any time. If the Affiliate
application is accepted and your site is subsequently deemed to be unsuitable for the
Programme, at Thuasne UK sole discretion, Thuasne UK may terminate this Agreement and
your participation in the Programme for any reason whatsoever.

3. Term and Termination

3.1 These terms and conditions shall remain in full force and effect for the whole time in which
you participate in the Programme.

3.2 Thuasne UK may terminate your participation in the Programme at any time and
immediately without prior notice, if you are in breach of any of these terms and conditions.

3.3 Immediately upon ceasing participation in the Programme you will cease all uses of any
trade names, trademarks, service marks, media, logos and other designations of Thuasne
UK or its licensors. You shall immediately remove all Thuasne UK or Thuasne UK
related banners from your site and disable any links to Thuasne-Store.co.uk website from
your site. You shall also return to Thuasne UK any confidential information, and all copies
of such information in your custody or control.

3.4 The termination of your participation in the Programme will not relieve you of or exclude
you from any liability arising from any breach of these terms and conditions occurring prior
to such termination.

4. Affiliate Obligations and Responsibilities

4.1 General

4.1.1 As an Affiliate, you shall only engage in advertising, marketing and promotional
efforts which do not violate any law and which reflect positively upon Thuasne
UK business reputation or brand.

4.1.2 As an Affiliate, you shall not establish any social media domains, blog domains,
profile names, user names, display names and other identification names including
Thuasne UK. This includes on forum posts, Myspace, Twitter, Bebo, Facebook or
other social resource or platform.

4.1.3 Other than your entitlement to receive commission in accordance with clause 5
below, you shall not be entitled to any costs or payments incurred by it in relation to
advertising, marketing or promoting Thuasne UK products and services to your
customers in accordance with the Thuasne UK Affiliate Programme. All costs and
expenses in the advertising, marketing and promotion of Thuasne UK products and
services will not be recoverable from Thuasne UK and are borne solely by the
Affiliate.

4.2 Keywords and Bidding

4.2.1 Affiliates shall not purchase any domains that include any variation or misspelling of
Thuasne UK, Thuasne, Thuasne-Store, including but not limited to any of the
keywords listed in the Prohibited Keywords List below, in any format, in any pay per
click search engine, including but not limited to, Google, Bing, Yahoo, Ask, Lycos,
Facebook or Amazon.

4.2.2 Affiliates are also restricted from using any Thuasne UK trademarks, any
variations or misspellings of Thuasne, Thuasne-Store, Thuasne UK or any of the
words in Prohibited Keywords List which represents a non exhaustive list of
precluded search terms, in URLs on any search engines.

4.2.3 Affiliates shall not use branded term + generic term formats for keyword triggers to
gain preferential listings on any search engines, directories or any other kind of
online database. For example, “Thuasne supports” or “knee supports from
Thuasne-Store” are not permitted pursuant to this clause.

4.2.4 Affiliates are permitted to use appropriate keywords that do not relate to any
Thuasne keywords. For example, “knee supports”, “ankle supports”, “aluminium
wheelchairs” and “walking sticks” are permitted.

4.2.5 It is the responsibility of the Affiliate to seek the advice of the Affiliate account
manager in charge of the Affiliate account to seek advice and guidance if there is any
doubt or uncertainty as to what is permitted or not permitted under these terms
and conditions.

4.2.6 Affiliates are not permitted to bid on any of Thuasne UK’s competitors’ brand
terms to drive traffic to the Thuasne-Store website.

4.2.7 You acknowledge the risk of using Google Adword’s broad match search term facility
which may include Thuasne as a search term within its broad search term
catchment. It is therefore highly recommended by Thuasne Uk to negative the
keywords “Thuasne” and “Thuasne-Store.co.uk” in order to ensure search terms
including “Thuasne” and “Thuasne-Store” do not appear, falling foul of these terms
and conditions.

4.2.8 All clicks must land on the Affiliate’s site first. The web user must click on the link on
the Affiliate’s site that links to the www.thuasne-store.co.uk website. Clicks must
never land directly on the www.thuasne-store.co.uk website or any of its subpages
from any CPC or paid advertising.

4.2.9 Affiliates shall notset up any site redirects from any pages on its website or network
of websites so that the page goes directly to Thuasne-Store website.

4.2.10 Affiliates shall not place any banners or links within unsolicited emails, unauthorised
newsgroup postings, chat rooms, forum posts or through the use of bots. Traffic
generated illegally or unlawfully will not be commissionable.

4.2.11 Affiliates are not permitted to bid on or use any Thuasne trademarks to gain
preferential listings on search engines or directories or any other kind of online
database. You accept and acknowledge that Thuasne UK continually monitor search
engine activity.

4.3 Advertising Material

4.3.1 Affiliates agree to co-operate fully with Thuasne UK in utilising and maintaining
links and other promotional tools as supplied by Thuasne UK.
Furthermore, the Affiliate agrees to:

4.3.2 Utilise the entire code for the banners, links and other promotional tools (including
the tracking codes therein) and not in any way alter or remove any part of the code;

4.3.3 Display on the Affiliate’s website only those graphical or textual images that are
provided by Thuasne UK;

4.3.4 not itself create or display any written material relating to Thuasne or the
Thuasne UK Affiliate Programme;

4.3.5 Update such images with new images provided by Thuasne UK from time to
time;

4.3.6 Display such graphic and/or textual images prominently in relevantsections of the
Affiliate website, and;

4.3.8 only display such graphic and/or textual images in accordance with any applicable
time limits notified to the Affiliate and ensure that they are not displayed after the
expiry of any applicable promotional periods relating to such graphic or textual
images.

4.4 Spam

4.4.1 Thuasne UK does not condone or endorse SPAM. Any Affiliates found to be
actively engaged in SPAM activities will be removed from the Programme.
Commission will not be payable where it results from or is connected to SPAM
activity.

4.4.2 Communications that are not permitted by Thuasne UK include without limitation,
unsolicited email (spam), spamvertising and spoofing. By participating in the
Programme, the Affiliate agrees to abide by all applicable regulations and employ
best practices in all marketing email communications. The Affiliate further
acknowledges and agrees that subscribers and customers may incur expenses in
dealing with SPAM-generated mail, and that Thuasne UK may potentially incur
legal expenses and penalties as a result of unauthorised third party email
communications and in such event expenses will be payable by the Affiliate. In such
cases, Thuasne UK shall determine such amounts in good faith, such determination
will be deemed accepted by the Affiliate, and such amount will be collectable by
law as a debt owing to Thuasne UK, following Thuasne UK demand for payment of
such amount by the Affiliate.

4.5 Coupons/promotion codes

4.5.1 Please note that affiliates operating a vouchercode directory will not be approved
onto the programme and any vouchercode affiliate generating commissions via a
vouchercode site will have them declined.

4.5.2 For the purposes of clause 4.5.1, a voucher code directory includes without
limitation:

1. any website with a URL that contains any or all of the following terms, or
   derivatives of the following terms: “code”, “vouchercode”, “promotional
   code” “voucher” or “coupon”;
2. any website which appears in search engine listings under any of the terms
   or derivatives of those set out in clause 4.5.2(i); and
3. any website whose primary or main focus is to promote the use of voucher
   codes.

 

4.5.3 In the event that Thuasne UK does, notwithstanding clause 4.5.1 above, engage in a
tactical voucher code/voucher redemption for use both online and/or offline, the
Affiliate shall comply with the following rules in respect of promoting special offers,
discounts and/or promotions:

1. Use of “click to reveal” when there is no valid or current code present, or
   use only to show deals, offers orsales instead of vouchers, is not permitted.
2. The voucher offer that will be revealed by the click must be clearly detailed.
3. All codes used must be valid, which means that they must have been
   legitimately issued by Thuasne UK for use online and must have an
   activation date and where necessary, a deactivation date.
4. The Affiliate must not feature any unauthorised codes nor cite a URL to that
   unauthorised code anywhere on the Affiliate’s website(s).
5. The Affiliate must not feature coupon, voucher or promotion codes outside
   of the stated promotional period.

 

5. Commission payments

5.1 Commission will be paid in accordance with the payment structure published and updated
from time to time on the Thuasne-Store website.

5.2 Thuasne UK has the right to determine the rate of commission payable and the terms on
which it is payable, in its absolute discretion.

5.3 Thuasne UK shall notify the Affiliate of the rate of commission payable via:

1. email to the Affiliate; or

1. phone call to the Affiliate, and Thuasne UK may vary the rate of commission
   payable at any time, on giving notice to the Affiliate via the same method.

 

5.4 The Affiliate shall receive commissions payable in accordance with these terms and
conditions.

5.5 If the Affiliate breaches any of the provisions of clause 4 of these Terms:

1. commission which would otherwise have been payable in respect of the day(s) on
   which each such breach occur, shall not be payable; and
2. Thuasne UK may suspend or terminate the Affiliate’s participation in the
   Programme immediately without notice to the Affiliate.

 

5.7 No commission is payable in respect of:

5.7.1 transactions made using Thuasne-Store, Thuasne UK gift vouchers

5.7.2 transactions made using invalid promotion/voucher codes;

5.7.3 the cost of shipping, delivery or handling of goods;

5.7.4 bad credits and returns;

5.7.5 fraudulent transactions; and

5.7.6 any other exclusion notified to the Affiliate from time to time.

5.8 The “relevant period”, “cookie period” or “return days” during which, for the purposes of
the Programme, a commission may (subject to all other terms and conditions) become
payable following the date (the “Session Start Date”) of access by a website end user of
Thuasne-Store website by clicking on a link published by the Affiliate in accordance with
these terms, is the earlier of: (i) one month from the Session Start Date; (ii) the date and
time at which a website end user visits Thuasne-Store website via any indirect link other
than the Affiliate Link (for example but without limitation, via the online marketing activity
of any other third party); and (iii) the expiration or termination of the Affiliate’s participation
in the Programme for any reason whatsoever.

6. Warranties and Indemnities

6.1 No advice or information, whether oral or written, obtained by you from Thuasne UK or in
relation to the Programme shall create any warranty not expressly stated in these terms.
Thuasne UK further expressly disclaims all warranties and conditions of any kind, whether
express or implied, including, but not limited to the implied warranties and conditions of
merchantability, fitness for a particular purpose and non-infringement. Thuasne UK also
makes no warranties as to the performance of the Programme or the number of visitors
who click on a link from the Affiliate’s website to Thuasne-Store website.

6.2 You expressly understand and agree that Thuasne, its subsidiaries and affiliates, and its
licensors shall not be liable to you for:

1. any indirect, incidental, special, or consequential damages which may be incurred by
   you, however caused;
2. any loss of profit (whether incurred directly or indirectly), any loss of goodwill or
   business reputation, any loss of data;
3. any loss or damage as a result of:

1. any changes which the Company may make to the Programme, or for any
   permanent or temporary cessation in the provision of the Programme (or any
   features within the Programme);
2. the deletion of, corruption of, or failure to store, any content and other
   communications data maintained or transmitted by or through your use of the
   Programme; or
3. your failure to keep your password or account details secure and confidential.

 

6.3 The limitations on Thuasne UK liability above shall apply whether or not Thuasne UK has
been advised of or should have been aware of the possibility of any such losses arising,
but shall not in any way limit or restrict any liability of Thuasne UK for:

1. any death or personal injury caused by the negligence of Thuasne UK;
2. any loss arising out of any fraudulent misrepresentation; or
3. any other liability which cannot by law be excluded.

 

6.4 The Affiliate warrants that:

1. its acceptance of these terms does not breach any other agreements to which it is a
   party;
2. it has duly registered the domain names of its website(s) which will be linked to
   Thuasne-Store website with all applicable authorities; and
3. the Affiliate’s website(s) (including without limitation all content, text, images,
   software, media and other materials which the Affiliate has placed within its
   website(s)) is proprietary to or licensed by the Affiliate and does not and will not
   infringe upon or violate any copyright, patent, trade mark or other proprietary third
   party right.

 

6.5 The Affiliate will indemnify and hold harmless Thuasne UK, its officers, directors, employees
and agents from and against any and all liability, claims, losses, damages, injuries or
expenses (including reasonable legal fees) directly or indirectly arising from or relating to:
any breach by it of these terms, or any act or omission of the Affiliate in relation to the
Thuasne UK Affiliate Programme.

7 General

7.1 The Affiliate shall not assign, transfer, charge, create a trust over or otherwise deal in its
rights and/or obligations under these terms (or purport to do so) without Thuasne UK
express prior written consent.

7.2 The Affiliate shall not sub-contract the performance of any or all of its obligations under
these terms without Thuasne UK express prior written consent.

7.3 Unless the right of enforcement is expressly granted, it is not intended that any provision of
these terms shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999
by any person who is not a party to these terms.

7.4 A failure or delay by either party to exercise any right or remedy under these terms shall not
be construed or operate as a waiver of that right or remedy nor shall any single or partial
exercise of any right or remedy preclude the further exercise of that right or remedy.

7.5 Without prejudice to Thuasne UK agreement with the Affiliate Network Provider, these
terms represent the entire terms agreed between the parties in relation to their subject
matter and supersede all previous contracts or arrangements (including any usage or custom
and any terms arising through any course of dealing) of any kind between the parties
relating to their subject matter.

7.6 Nothing in these terms and no action taken by the parties pursuant to these terms shall be
construed as creating a partnership or joint venture of any kind between the parties or as
constituting either party as the agent of the other party for any purpose whatsoever. No
party shall have the authority to bind the other party or to contract in the name of or create
a liability against the other party in any way or for any purpose.

7.7 Each of the provisions contained in these terms shall be construed as independent of every
other such provision, so that if any provision of these terms shall be determined by any court
or competent authority to be illegal, invalid and/or unenforceable then such determination
shall not affect any other provision of these terms, all of which other provisions shall remain
in full force and effect.

7.8 These terms shall be governed by and construed in accordance with English law.

8. Payment

8.1 Payment shall be made to affiliates by bank transfer or by cheque on a monthly basis upon
issuing by the affiliate of an invoice to Thuasne UK.

8.2 Where no payment is to be made or no payment is due, no invoice need be presented to
ensure the live status of the account.

9. Reward Structures

9.1 Where a reward or commission structure is in place based on a certain number of sales,
those sales that are deemed to activate the next commission level must be completed and
non-refunded or disputed transactions.