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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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