BoundaryWatersCanoeArea.com Links—Link to Us—Program Agreement

1. Agreement
By creating a Link to the BoundaryWatersCanoeArea.com Web site, you acknowledge that you have read this Agreement and agree to all of its terms and conditions. You also acknowledge that you have independently evaluated the desirability of participating in the BoundaryWatersCanoeArea.com Links—Link to Us—Program (the "Program") and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.

2. Definitions
The following capitalized terms used in this Agreement have the meanings set forth below:

"BoundaryWatersCanoeArea.com" means E. Warren Communications.

"BoundaryWatersCanoeArea.com Web site": means any Web site hosted by E. Warren Communications that BoundaryWatersCanoeArea.com selects to participate in this Program. As of the date of this Agreement, BoundaryWatersCanoeArea.com hosts the Web sites at the following URLs: www.BoundaryWatersCanoeArea.com, www.bwca.cc,  www.AutumnJoy.com, and www.bwcaboard.com,  BoundaryWatersCanoeArea.com may add or delete Web sites from this list at any time, without notice.

"Link": means a selectable URL associated with a text, graphic, search field, or other information object located on your site.

"BoundaryWatersCanoeArea.com Link" means a particular Link supplied by BoundaryWatersCanoeArea.com.

3. Provision of the BoundaryWatersCanoeArea.com Links
BoundaryWatersCanoeArea.com will provide to you BoundaryWatersCanoeArea.com Links that you may place on your site and through which users of your site may access and use a designated BoundaryWatersCanoeArea.com Web site. You may display any of the BoundaryWatersCanoeArea.com Links you choose, in any of the formats provided by BoundaryWatersCanoeArea.com, on any or as many areas or pages of your site as you wish. You may not reformat or otherwise change the BoundaryWatersCanoeArea.com Links without BoundaryWatersCanoeArea.com’s prior written consent. In addition, any use of the BoundaryWatersCanoeArea.com Links is subject to BoundaryWatersCanoeArea.com's Linking and Mark Guidelines, which appear as an Appendix at the end of this Agreement, and are incorporated herein by reference. BoundaryWatersCanoeArea.com may modify the Linking and Mark Guidelines from time to time, and will take commercially reasonable steps to notify you of the modifications as set forth in Section 7 below.

4. Publicity
You may not create, publish, or distribute any materials or items that reference BoundaryWatersCanoeArea.com without first submitting those items to BoundaryWatersCanoeArea.com and receiving BoundaryWatersCanoeArea.com's written consent.

5. Limited Licenses
BoundaryWatersCanoeArea.com grants to you a nonexclusive, nontransferable, nonsublicenseable right to use the BoundaryWatersCanoeArea.com Links and such other phrases, logos, names, trademarks, service marks, and images (collectively, the "Marks") for which BoundaryWatersCanoeArea.com grants express permission, solely on your site, for the purpose of providing the services described in Section 3 (Provision of the BoundaryWatersCanoeArea.com Links). You may not modify a BoundaryWatersCanoeArea.com Link or any other text or images supplied by BoundaryWatersCanoeArea.com in connection with the BoundaryWatersCanoeArea.com Links Program. Before using the Marks in any manner, other than on your site in accordance with this Agreement, you must first obtain BoundaryWatersCanoeArea.com’s express written consent, and have any materials on which the Marks will appear approved by BoundaryWatersCanoeArea.com. In addition, any use of the Marks is subject to BoundaryWatersCanoeArea.com's Linking and Mark Guidelines. BoundaryWatersCanoeArea.com may modify the Linking and Mark Guidelines from time to time, and will take commercially reasonable steps to notify you of the modifications as set forth in Section 7 below. Except as expressly granted herein, BoundaryWatersCanoeArea.com reserves all rights in and to the BoundaryWatersCanoeArea.com Links, the Marks, and any other intellectual property rights that BoundaryWatersCanoeArea.com provides, licenses, or uses.  

6. Obligations Regarding Your Site; Indemnity
You are solely responsible for the development, operation, and maintenance of your site and for all materials and content that appear on your site. BoundaryWatersCanoeArea.com will not be responsible for any of the foregoing. You agree to indemnify and hold BoundaryWatersCanoeArea.com harmless from all liability, damages, claims, fees (including attorneys' fees), costs, and expenses arising from or relating to this Agreement, or the development, operation, or maintenance of your site, including content or Links not attributable to BoundaryWatersCanoeArea.com.

7. Modification
BoundaryWatersCanoeArea.com may modify any of the terms and conditions contained in this Agreement, and a change notice will be posted on the BoundaryWatersCanoeArea.com Web Site. You agree to periodically review the terms and conditions contained on the BoundaryWatersCanoeArea.com Web Site and familiarize yourself with the most current version. In addition, if you provide BoundaryWatersCanoeArea.com with your email address, we will use commercially reasonable efforts to contact you via email to notify you of any modification to this agreement. It is your responsibility to update BoundaryWatersCanoeArea.com with any changes to your email address. If, at any time, you do not accept the most current version of these terms and conditions, you must remove any BoundaryWatersCanoeArea.com Links from your site. If you continue to display the BoundaryWatersCanoeArea.com Links on your site, then you agree to accept the most current version of these terms and conditions.

8. Relationship of the Parties
You and BoundaryWatersCanoeArea.com are independent parties, and nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and BoundaryWatersCanoeArea.com. You understand that you do not have authority to make or accept any offers or make any representations on behalf of BoundaryWatersCanoeArea.com. You may not make any statement, whether on your site or otherwise, that would contradict anything in this section.

9. Warranty Disclaimer
BoundaryWatersCanoeArea.com does not warrant or represent that the BoundaryWatersCanoeArea.com Web Sites will be error-free, uninterrupted, nor that the BoundaryWatersCanoeArea.com Web Sites will provide specific results from your use of any content, search or link on them. The BoundaryWatersCanoeArea.com Web Sites, the BoundaryWatersCanoeArea.com Links, and all content contained within them are delivered on an "AS IS" and "AS AVAILABLE" basis. BoundaryWatersCanoeArea.com DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. The provisions of this Section survive termination or expiration of the Agreement.

10. Limitation of Liability
UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT OR NEGLIGENCE, WILL BoundaryWatersCanoeArea.com BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) THAT ARISE OUT OF OR ARE RELATED TO YOUR USE OF THE BoundaryWatersCanoeArea.com WEB SITES, THE BoundaryWatersCanoeArea.com LINKS, OR YOUR PARTICIPATION IN THE PROGRAM. IN NO EVENT SHALL BoundaryWatersCanoeArea.com’S AGGREGATE LIABILITY TO YOU FOR ANY LOSS, DAMAGE OR CLAIM RELATED TO OR ARISING OUT OF THIS AGREEMENT EXCEED THE TOTAL AMOUNTS, IF ANY, PAID BY YOU TO BoundaryWatersCanoeArea.com FOR PARTICIPATING IN THE PROGRAM.

11. Term and Termination
This Agreement may be terminated by you or by BoundaryWatersCanoeArea.com at any time, for any or no reason. Upon termination, all licenses and other rights granted herein shall terminate, and you will remove from your web site any BoundaryWatersCanoeArea.com Links, Marks, or other materials or items that reference BoundaryWatersCanoeArea.com. Sections 6,7,9,10,11 and 12 shall survive termination of this Agreement.

12. Miscellaneous Provisions
THIS AGREEMENT WILL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF MINNESOTA AND THE UNITED STATES OF AMERICA, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. . Both parties submit to personal jurisdiction by and venue in the state and federal courts in the State of Minnesota, County of Dakota, and further agree that any cause of action arising under this Agreement shall be brought in such venue. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Except as specifically set forth in Section 7 (Modification) and Section 5 (Limited Licenses), any modification to this Agreement must be in writing and signed by both parties. You may not assign this Agreement, by operation or law or otherwise, without BoundaryWatersCanoeArea.com's prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. BoundaryWatersCanoeArea.com's failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of BoundaryWatersCanoeArea.com's right to subsequently enforce those provisions, or any other provisions of this Agreement. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof, and supersedes any prior or contemporaneous understanding whether in written or oral form. The provisions of this Section survive termination or expiration of the Agreement.

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Appendix: Linking and Mark Guidelines

-- You may use the BoundaryWatersCanoeArea.com Links and Marks solely for the purpose authorized by E. Warren Communications.

-- You may not change the proportion, color, or font of a BoundaryWatersCanoeArea.com Link, or otherwise alter the BoundaryWatersCanoeArea.com Links or Marks in any manner.

-- You may not display the BoundaryWatersCanoeArea.com Links or Marks in any manner that implies sponsorship or endorsement by BoundaryWatersCanoeArea.com.

-- You may not use the BoundaryWatersCanoeArea.com Links or Marks in connection with any activity that does, or is likely to, cast a negative light upon BoundaryWatersCanoeArea.com, its products or services, or in a manner which, in BoundaryWatersCanoeArea.com's reasonable judgement, may diminish or otherwise damage BoundaryWatersCanoeArea.com's goodwill in the BoundaryWatersCanoeArea.com Links, and in the Marks as well as any and all goodwill embodied in such Marks and the BoundaryWatersCanoeArea.com Links.

-- Each BoundaryWatersCanoeArea.com Link must appear by itself, with reasonable spacing (at least the height of the Link) between each side of the Link and other graphic or textual elements.

-- You will follow all future guidelines from BoundaryWatersCanoeArea.com with respect to appropriate copyright and trademark notices relating to the BoundaryWatersCanoeArea.com Links and/or other Marks provided by BoundaryWatersCanoeArea.com to you in connection with this agreement.

-- You acknowledge that all rights to the BoundaryWatersCanoeArea.com Links and any Marks contained within such BoundaryWatersCanoeArea.com Links are the sole and exclusive property of E. Warren Communications., and any and all goodwill generated through your use of the BoundaryWatersCanoeArea.com Links and such Marks will inure solely to the benefit of BoundaryWatersCanoeArea.com.