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This agreement contains the complete terms and conditions that apply to an
individuals or entity’s participation in the Ladybliss.com affiliate program.
This agreement is entered into by Lady Bliss, LLC (“Company”) a California
Limited Liability Company and the applicant (“Affiliate”).
NOW, THEREFORE, in consideration for the covenants and payments herein, the
parties agree as follows:
1. Site Maintenance
Each party shall be responsible for the development, operation, and maintenance
of its own web site and for all materials that appear on its site, including
but not limited to:
a. the technical operation of its site and all related equipment
b. creating and posting descriptions on its site and linking those descriptions
c. the accuracy and appropriateness of materials posted on its site (including,
among other things, all service and product-related materials)
d. ensuring that materials posted on its site do not violate or infringe upon
the rights of any third party (including, for example, copyrights, trademarks,
privacy, or other personal or proprietary rights)
e. ensuring that materials posted on its site are not libelous, obscene,
fraudulent or otherwise illegal
f. ensuring that its site accurately and adequately discloses, either through a
privacy policy or otherwise, how it collects, uses, stores, and discloses data
collected from visitors, including, where applicable, that third parties
(including advertisers) may serve content and/or advertisements and collect
information directly from visitors and may place or recognize cookies on
visitors' browsers.
2. Linking License
a. Affiliate Linking. Company hereby grants a
non-exclusive, non-transferable license to Affiliate to use the code and/or
logo and graphic provided as part of this Program for linking to the Company
Site ("Company Site") as approved through this Program.
b. Linking. Company and Affiliate hereby grant to
each other a non-exclusive, non-transferable trademark license to place the
other's link, in text or graphic form as provided, on each other's website page
for the purpose of this Agreement. All use of a party's trademarks as permitted
in this Agreement shall accrue to the benefit of the owner of such trademarks,
and the other party shall acquire no right, title or interest in such
trademarks other than the license granted herein. Each trademark owner shall
retain sole exclusive rights and control over its trade marks, service marks
and trade names.
c. Purchase Tracking. Company shall track
Affiliate users who access the Company Site via the code or link on Affiliate's
site and make a purchase which earns Fees as set forth in Section 4. Failure by
Affiliate to correctly use code or links which track sales from it's users may
result in problems with accurate payments hereunder. Please notify Company
immediately if you believe that you have had a problem in this regard.
3. Program Participation
As part of being granted participation in this Program, you agree that you will
not:
a. directly or indirectly offer any person or entity any consideration or
incentive (including, without limitation, payment of money (including any
rebate), or granting of any discount or other benefit) for using links or
branding on your site to access the Company Site (e.g., by implementing any
"rewards" program for persons or entities who use your site to access the
Company Site, etc.);
b. post any links or branding on any web site or other platform that is
accessible through any device (an "Internet Access Device") that provides
Internet access but does not present the Company Site, or permit users to
access and interact with the Company Site, in the same manner as a desktop
computer (e.g., mobile devices such as cellular telephones or PDAs that may
access only limited or modified versions of the site);
c. read, intercept, record, redirect, interpret, or fill in the contents of any
electronic form or other materials submitted to Company by any person or
entity;
d. in any way modify, redirect, suppress, or substitute the operation of any
button, link, or other interactive feature of the Company Site;
e. make any orders requests, or engage in other transactions of any kind on the
Company Site on behalf of any third party, or authorize, assist, or encourage
any other person or entity to do so;
f. take any action that could reasonably cause any confusion to the user as to
which website transactions or actions are occurring; or
g. except for linking in section 2.a. above, post or serve any advertisements
or promotional content around or in conjunction with the display of the Company
Site (e.g., through any "framing" technique or technology or pop-up windows),
or assist, authorize, or encourage any third party to take any such action. If
we determine, in Company's sole discretion, that you have engaged in any of the
foregoing activities, we may (without limiting any other rights or remedies
available to us) withhold any referral fees otherwise payable to you under this
Agreement and/or terminate this Agreement.
h. do any unsolicited emailings ("spamming") mentioning the Lady Bliss or
ladybliss.com name or logo in nay way or featuring any of the ladybliss.com
products, promotions or content.
4. Fee Payments
Company shall pay Affiliate 20 % of Net Revenue ("Fee"). For the purpose of
this section, "Net Revenue" is defined as gross revenue received by Company via
the Affiliate's link to the Company Site minus (i) sales tax; and (ii) shipping
fees. Company will pay you a Fee for an eligible form sale. For the purpose of
this section, "eligible" is defined as when the user clicks-through the code or
link supplied through this Program from your site to the Company Site, and adds
a Company product to his or her shopping cart during a session. No Fee will be
paid if the session ends which is upon any of the following events: (a) 24
hours elapses from the user's initial click-through, (b) the user follows
another parties' link or code to the Company Site; (c) the user leaves the site
and reenters again other than through your site; or (d) purchases made through
an Internet Access Device. Fees will not be paid on disputed credit card
charges or on purchases of other parties' items purchased through the Company
Site by users from your site.
5. Payment Procedures
Company shall pay Fees monthly for amounts that exceed $100 and quarterly for
amounts that fall between $5 and $99. If in any quarter the Fee does not exceed
$5, such amount shall be recorded and held and then paid at the conclusion of
the quarter in which payment does exceed $5. Payments shall be made via check
to the party and address as indicated on the contact information provided on
signup by Affiliate. Affiliate is responsible for updating such information in
a timely fashion.
6. Warranties
a. Affiliate Warranties. Affiliate represents and
warrants to the Company that (i) it has the requisite corporate authority to
enter into and perform this Agreement, (ii) this Agreement constitutes a
legally binding obligation, enforceable in accordance with its terms, (iii) its
execution and performance under this Agreement shall not breach any agreements
or violate any third party's rights and shall not violate any judgment, writ,
injunction, or order of any court, arbitrator or governmental agency; and (iv)
no content on its website, nor any element thereof, shall infringe the
copyright, trademark, patent or trade secret rights of any third party or be
subject to any restrictions or to any mortgages, liens, pledges, security
interests, encumbrances or encroachments.
b. Company Warranties. Company represents and
warrants to the Affiliate that (i) it has the requisite corporate authority to
enter into and perform this Agreement, (ii) this Agreement constitutes a
legally binding obligation, enforceable in accordance with its terms, and (iii)
its execution and performance under this Agreement shall not breach any
agreements or violate any judgment, writ, injunction, or order of any court,
arbitrator or governmental agency.
c. No Other Warranties. Except as stated in the
above Sections 6. a and b respectively, NEITHER PARTY MAKES ANY OTHER
WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR PURPOSE, NON-INFRINGEMENT,
OR ANY OTHER IMPLIED OR EXPRESS WARRANTIES. NEITHER PARTY IS RELYING ON ANY
STATEMENT, PROMISE, REPRESENTATION OR GUARANTEE, EXCEPT AS SET FORTH IN THIS
AGREEMENT.
7. Indemnification
Affiliate shall indemnify and hold harmless Company, its officers, directors,
employees, sublicensees, contractors and agents from any and all claims,
losses, liabilities, damages, expenses and costs (including attorneys' fees and
court costs) which result from a breach or alleged breach of any statement (a
"Claim") set forth in this Agreement, provided that Company gives the Affiliate
written notice of any such Claim and the indemnified party has the right to
participate in the defense of any such Claim at its expense. From the date of
written notice of any such Claim, Company shall have the right to withhold from
any payments due under this Agreement the amount of any defense costs, plus
additional reasonable amounts as security for obligations under this Section.
8. Termination and Term
This agreement begins as soon as the Company receives your application to
become a Ladybliss.com affiliate. Either party may terminate this Agreement
upon thirty (30) days written notice to the other. The company may terminate
this agreement immediately and without notice if termination is due to a
material breach of the Affiliate agreement. Upon termination for material
breach, Company may withhold Fees due to off-set any Affiliate breach. Upon
termination for other than material breach, Company shall issue payment within
thirty days of conclusion of the quarter in which such termination occurs. Upon
termination for any reason, all licenses granted herein shall immediately cease
and Affiliate shall immediately remove all code and links, references and
trademarks on its site regarding Company.
9. Relationship
The parties' relationship does not create a partnership, joint venture, agency
or employer-employee relationship. The Affiliate is not the agent of Company
and is not authorized to make any representation, contract, or commitment on
behalf of Company. Contractor shall be solely responsible for all tax returns
and payments required to be filed with or made to any federal, state or local
tax authority with respect to its receipt of fees under this Agreement.
10. Sales Performance
The company is not responsible for the performance of sales from Affiliate’s
sites. Affiliates are responsible for their own equipment and software and
compliance with all applicable laws. Proper web site design and placement of
links on the Affiliate site is the sole responsibility of the Affiliate. The
company is not responsible for sales not attributed to the Affiliate due to
improper coding or placement of links.
11. Modification of Agreement
The Company reserves the right to change any of the terms and the conditions of
this agreement at any time, at the Company’s sole discretion, by posting a
change notice or a new agreement on our website. IF ANY MODIFICATIONS ARE NOT
ACCEPTABLE TO THE AFFILIATE THEN THE AFFILIATE MAY TERMINATE WITHOUT THE
REQUIRED NOTICE. BY CONTINUING TO OPERATE AN AFFILIATE PROGRAM WITH THE COMPANY
YOUR ARE ACCEPTING AND AGREEING TO THE CHANGE.
12. Press Release
Affiliate shall not issue a press release regarding its participation in this
Program without the written permission of Company.
13. Miscellaneous
Either party may assign this Agreement to any successor in interest who
purchases or through change in control owns greater than fifty percent of the
assets or equity of such entity and agrees in writing to be bound by the terms
and conditions herein; any other assignment shall be void. This Agreement shall
be governed by, enforced under, and construed and interpreted in accordance
with, the laws of California without reference to conflict of laws principles.
Each party agrees consents to venue and personal jurisdiction in Orange County,
California. If any provision of this Agreement is found by a proper authority
to be unenforceable or invalid such unenforceability or invalidity shall not
render this Agreement unenforceable or invalid as a whole and in such event,
such provision shall be changed and interpreted so as to best accomplish the
objectives of such unenforceable or invalid provision within the limits of
applicable law. This Agreement constitutes the entire agreement between the
parties related to the subject matter thereof, supersedes any prior or
contemporaneous (oral, written or electronic) agreement between the parties and
shall not be changed except by written agreement signed by an authorized
representative of each party.
By clicking the button below you agree to and accept the
Affiliate Agreement.
After your acceptance the Sign Up form will appear so you can provide your
information and get started with banners and links!
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