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Please read and
"electronically sign" our Affiliate Terms & Conditions.
Our Affiliate Program
If your application is accepted by us, you will be able to participate as an
affiliate ("Affiliate") of the Program. As an Affiliate, you will be
permitted to establish links from your Web site ("Your Site") to our
Web sites at the locations designated by us ("Our Sites"). We will
provide you with the appropriate URL(s) once your application has been accepted
by us. By establishing links from Your Site to Our Sites, you will have the
opportunity to earn commissions on the sales of most of the products display on
our web sites (collectively, "Products") when consumers follow the links
from Your Site to Our Sites and purchase Our Products.
Applying to Become an
Affiliate in the Program
To become an Affiliate in the Program, you must submit a complete Program
application via this site. We will evaluate your application and will notify
you of our acceptance or rejection of Your Site as an Affiliate. We may reject
your application if we determine (in our sole discretion) that Your Site is
unsuitable for the Program for any reason (including without limitation,
because Your Site contains material that is violent, threatening, harmful,
obscene, pornographic, unlawful, discriminatory, defamatory, infringing,
harassing, offensive or otherwise objectionable or inappropriate). Even if we
accept your application, we may later determine (in our sole discretion) that
Your Site is unsuitable, in which case we may terminate this Agreement.
Establishing Links from Your
Site to Our Sites
Once you have been notified that Your Site has been accepted into the Program,
you may begin establishing links from Your Site to Our Sites as described in
this paragraph. You may select one or more Products to feature on Your Site.
You may change the selection Products featured on Your Site at any time without
our approval. For each Product selected by you, you will display on Your Site
ONLY the text, graphics, images, logos and other elements designated by us to
be used in promoting Products ("Promotional Materials"). For each
Product selected by you, you will provide a link directly from the promotion on
Your Site to the product description page or the ordering page of Our Sites
using the URL (s) designated by us.
You will be responsible for the
maintenance and placement of Promotional Materials on Your Site. You may not
alter, modify or change in any way Promotional Materials without our prior
written approval, and you will be responsible for any inaccuracies or other
changes when posting Promotional Materials on Your Site. We may modify
Promotional Materials at any time in our sole discretion, and you will make any
such modifications promptly upon our request. You agree to immediately delete
or remove Promotional Materials, along with any copies, from Your Site (or any
other media under your control) upon our request or upon termination of this
Agreement.
You will be responsible for
setting up the links connecting Your Site to our site as designated by us, and
for ensuring that the links are in good and working order.
Referral Fees for Qualifying
Orders
We will pay you referral fees ("Referral Fees") on the sale of Products
to consumers if (a) the consumer follows a link from Your Site to the ordering
page of Our Sites at the URL designated by us, (b) you correctly use
Promotional Materials as designated by us, (c) the consumer purchases Products
using the ordering system on Our Sites, (d) the consumer accepts delivery of
the Product at the shipping destination , and (e) the consumer remits full
payment for Our Products to us ("Qualifying Orders"). If a Qualifying
Order that generates a Referral Fee is returned by the consumer, we will cancel
that Referral Fee and deduct the equivalent amount from your next payment.
Amount of Referral Fees
We will pay you Referral Fees on Qualifying Orders equal to $2.50 of the
Primary Product price (less any promotional discounts and shipping and handling
and sales tax). Primary Product is the main product being purchased not
including any Upsells. Upsells are products or services offered to the
consumer when purchasing the Primary Product. All amounts specified in this
Agreement are in United
States dollars.
Payment of Referral Fees
We will pay you the Referral Fees on bi-weekly basis. Approximately the 15th of every month. We will send you a check for the Referral
Fees earned by you on Qualifying Orders made during the previous month (less
any taxes that we are required by law to withhold). However, we reserve the
right to withhold any monthly payment that in the aggregate amounts to less
than the payment threshold set forth below ("Payment Threshold"), and
to continue withholding any quarterly payments until the aggregate amount
reaches the applicable Payment Threshold or this Agreement terminates
(whichever is earlier).
The Payment Threshold is as
follows:
· $50.00 per month
We will be responsible for
tracking Qualifying Orders made through links from Your Site to Our Sites. We
will use commercially reasonable efforts to make available to you reports
summarizing this sales activity. The method of delivery, form, content and
frequency of these reports may vary from time to time at our discretion. We
will give you online access to these reports by designating a URL and assigning
you a password. Our records will be the determinative evidence of the
Qualifying Orders that entitle you to the Referral Fees. These reports will be
updated weekly.
Order Processing
All orders for Products are
forwarded to a third party who are responsible for processing and
fulfilling all orders for Products placed by customers who follow links from
Your Site to Our Sites as described in this Agreement (including without
limitation, preparing order forms, processing payments, shipping Products,
cancellations and returns, and handling customer service). Both we and the
Product Marketers reserve the right to reject orders that do not comply with
any requirements that may be established from time to time.
Policies, Procedures and
Pricing of Our Products
Consumers who buy
Products through this Program (regardless of whether the purchase is made
through a link on Your Site to Our Sites or directly through Our Sites) will be
deemed to be our and our Product Marketers’ customers. Accordingly, both our
and our Product Marketers’ rules, policies and operating procedures concerning
customer orders, customer service, and products sales will apply to these
customers. Rules, policies and operating procedures may be changed at any time.
For example, we retain sole discretion over the selection of Products that are
to be sold as part of this Program and may modify this selection at any time at
our sole discretion. As another example, prices are set by Product Marketers
who retain sole discretion over the prices to be charged for Products that are
to be sold as part of this Program in accordance with their own pricing
policies and may modify the pricing at any time at their sole discretion. You
may not offer any discounts, rebates or premiums that would change the prices
of Products as designated by us. The prices and availability of Products may
vary from time to time, and we do not guarantee the prices or availability of any
of Products.
Public Statements
You agree that we may identify you or Your Site as an Affiliate of the Program
as long as you participate in the Program. We may make this identification
orally, in writing or electronically, including without limitation, in press
releases, public announcements and promotional materials publicizing,
advertising or promoting the Program.
You may not issue any press
release or public announcement, distribute any marketing or promotional
materials or otherwise make any public communications regarding this Agreement
or your participation in the Program without our prior written consent or
except as expressly permitted in Section 9 of this Agreement.
Limited License
We grant you a limited, nonexclusive, nontransferable, revocable right during
the term of this Agreement to use Promotional Materials described above solely
for purposes of establishing links between Your Site and Our Sites in
accordance with this Agreement, and any other proprietary materials for which
we grant you express permission in writing solely for purposes of your
participation in the Program in accordance with the terms of such writing
(collectively, "Proprietary Materials"). You may not alter, modify or
change any of Proprietary Materials in any way. We reserve all of rights
(including without limitation, copyright, trademark, patent or other
intellectual property rights) in all of Proprietary Materials. We may revoke
your license at any time by giving you written notice.
Responsibility for Your Site
You will be solely responsible for the development, operation and maintenance
of Your Site and all materials that appear on Your Site (including without
limitation, the technical operation of Your Site and all related equipment used
to operate Your Site; creating, posting and maintaining the links from Your
Site to Our Sites; the accuracy and appropriateness of materials posted on Your
Site (e.g., Promotional Materials); ensuring that materials posted on Your Site
do not violate or infringe upon the rights of any third party (e.g.,
copyrights, trademarks, patents, privacy, publicity or other personal or
proprietary rights); ensuring that materials posted on Your Site are not
libelous or otherwise illegal).
We specifically disclaim all
liability concerning Your Site and all materials that appear on Your Site. You
will indemnify and hold us (and our affiliates, subsidiaries and parent
company, and their directors, officers and employees) harmless from any and all
claims, liabilities, damages, costs and expenses (including without limitation,
attorneys' fees) relating to the development, operation, maintenance, use, and
materials of Your Site.
Term and Termination of the
Agreement
The term of this Agreement will
begin upon our acceptance of your application to become an Affiliate of the
Program and will end when terminated by either party. Either you or we may
terminate this Agreement at any time, with or without cause, for any reason, by
giving the other party written notice of termination.
Upon termination of this
Agreement for any reason, you will immediately cease any use of, and remove
from Your Site, all links to Our Sites and any of Proprietary Materials
appearing on Your Site, and you will immediately destroy or return any of
Proprietary Materials within your possession or control.
You are only eligible to earn
Referral Fees on Qualifying Orders that occur during the term of this
Agreement, and Referral Fees earned through the effective date of termination
will remain payable only if the applicable Qualifying Orders are neither
canceled nor returned. We may withhold your final payment for a reasonable time
to ensure that the Referral Fees we pay to you exclude any canceled or returned
Qualifying Orders.
Modifications to this
Agreement
We may modify any of the terms
and conditions of this Agreement, at any time and in our sole discretion, by
posting a change notice or a new agreement on Our Sites or by sending you a
written notice by email or other delivery. Modifications may include (but are
not limited to) changes in the scope of available Referral Fees, the amount of
the Referral Fees, the payment procedures, and rules of the Programs.
If any modification to this
Agreement is unacceptable to you, your only recourse is to terminate this
Agreement. Your continued participation in the Program following our posting of
a change notice or new agreement or our written notice to you will constitute
your binding acceptance of the change.
Relationship of the Parties
You and we are independent contractors, and nothing in this Agreement will
create any partnership, joint venture, agency, franchise, sales representative,
or employment relationship between the parties. You will have no authority to
make or accept any offers or representations on our behalf. You will not make
any statement, whether on Your Site or otherwise, that reasonably would
contradict anything in this Section.
DISCLAIMERS
WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE
PROGRAM, ANY OF OUR PRODUCTS, OR ANY OF OUR SITES (INCLUDING WITHOUT
LIMITATION, ANY WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT OR ANY
IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE
USAGE). IN ADDITION, WE MAKE NO REPRESENTATION OR WARRANTY THAT THE OPERATION
OF OUR SITES OR ORDERING PAGES WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL
NOT LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
LIMITATION OF LIABILITY
WE WILL NOT LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL,
EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, FOR ANY LOSS OF
PROFITS, REVENUE, DATA OR SERVICES, ARISING IN CONNECTION WITH THIS AGREEMENT,
THE PROGRAM, OUR PRODUCTS OR OUR SITES, REGARDLESS OF WHETHER SUCH DAMAGES WERE
FORESEEABLE OR WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
IN ADVANCE. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS
AGREEMENT, THE PROGRAM, OUR PRODUCTS OR OUR SITES WILL IN NO EVENT EXCEED THE
TOTAL REFERRAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.
Governing Law and
Jurisdiction
This Agreement will be governed by the law, without reference to rules
governing choice of laws.
Assignment
You may not assign this Agreement, by operation of law or otherwise, without
our prior written consent, and any attempted assignment in violation of this
Agreement shall be null and void. Subject to that restriction, this Agreement
will be binding on, inure to the benefit of, and enforceable against the
parties and their respective successors and assigns.
Waiver
Our failure to enforce any provision of this Agreement will not constitute a
waiver of our right to subsequently enforce such provision or any other
provision of this Agreement.
Entire Agreement
This Agreement constitutes
the entire agreement and understanding between the parties with respect to the
subject matter of this Agreement and supersedes all prior or contemporaneous
written or oral agreements or representations between the parties. This
Agreement may only be modified by a written instrument signed by both parties.
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