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Enrollment
in the Network.
To
begin the enrollment process, you must submit a
complete Affiliate Application via our website. We
will evaluate your application in good faith and
will notify you via email of your acceptance or
rejection. We may reject your application if we
determine at our sole discretion that your Site is
unsuitable for the Affiliate Network for any reason.
Unsuitable sites include, but are not limited to,
sites that:
- Promote violence;
- Promote discrimination based on race, sex,
religion, nationality, disability, sexual
orientation, or age;
- Promote illegal activities;
- Incorporate any materials that infringe or
assist others to infringe on any copyright,
trademark or other intellectual property rights.
If we reject your application, you are welcome to
reapply at any time. We will review your application
again at that time.
Links
on Your Site
As
an affiliate "Site" ("Site"), we
will make available to you "Site" banners,
buttons, icons, text links, advertisements for our
site, button links to our site and/or text links to
our site, containing Deeptan logo and words
identifying Deeptan (these links sometimes being
referred to herein collectively as
"Links", or individually as a
"Link"), which, subject to the terms and
conditions hereof, you may display on your Site. You
may post as many Links to the Required URLs and the
rest of our site on your Site as you like. The
position, prominence and nature of Links on your
Site shall comply with any requirements specified by
us, but otherwise will be in the discretion of you.
You shall not alter, modify or expand the Links in
any way; however, a Link may be modified and/or
expanded with our written consent. Each Link
connecting users of your Site to our site will in no
way alter the look, feel or functionality of our
site. We have the right in our sole discretion to
monitor your Site at any time and from time to time
to determine if you are in compliance with the terms
of this Agreement. We will be responsible for
providing all information necessary to allow you to
make appropriate Links from your Site to our site.
However, we must approve all Links.
Order
Processing
We
will process all orders placed by customers who
follow the Links from your Site to the home-shop.net
site. We reserve the right to reject orders that do
not comply with certain requirements that we
periodically may establish. We will be solely
responsible for all aspects of order processing and
fulfillment, including order entry, payment
processing, shipping, cancellations, returns and
related customer service. You acknowledge that all
agreements relating to customer sales shall be
between the Customer and us. We will track the
volume and amount of sales generated by your Site
and will make unaudited reports, summarizing this
sales activity, available to you through our site
24/7. To permit accurate tracking, reporting,
and fee accrual, you must ensure that the Links
between your Site and our site are properly
formatted.
Commissions
Where
permissible, you are entitled to receive a
commission based on the sales made on referral from
your Site. Commissions are calculated and paid on a
monthly basis.
Your commissions are calculated as a percentage
of sales of Deeptan.
We agree to pay you a commission equal to: 1)
fifty percent (50%) (the "Commission Rate"),
beginning the date your application is accepted, of
the Net Sales derived by home-shop.net from the
purchase of merchandise by users of your Site who
purchase merchandise by accessing the home-shop.net
"Site" through a Qualifying Link from your
Site to our site. The Commission Rate is subject to
change at any time or from time to time, in our sole
and absolute discretion. You will be notified of any
change in the Commission Rate.
- Net Sales: Sales revenues less amounts
collected by us for sales taxes, duties,
shipping, handling, coupons, discounts, credit
card fees and similar charges. Net Sales will
also be reduced for amounts due to credit card
fraud, bad debts, cancellations and credits for
returned goods. A commission will only be paid
if the visitor to our site is tracked by the
system from the time of the Link to the time of
the sale. No commission will be paid if the
visitor to our site cannot be tracked by our
system.
- "Qualifying Link": A direct link
from your Site to our site using one of the
Required URLs or any other URL provided by us
with the appropriate code. Only Merchandise that
is sold by us (to users of your Site through
Links to our site), shipped to a customer and
for which we have received full payment will
qualify for a commission. For a sale to generate
a commission the customer must follow the Link
from your Site to our site, purchase the product
or products in question using our online
ordering system, accept delivery of the item at
the shipping destination, and remit full payment
to us.
Commission
Payment
We
will pay you commissions on a monthly basis.
Approximately 30 days following the end of each
month, we will send you a check for the commissions
earned on Net Sales of merchandise that we shipped
during that month, less any taxes that we are
required by law to withhold. All commissions will
commence after the first order. However, if the
commissions payable to you for any month are less
than $49.95.00 (the "Commission Payment
Floor"), we will hold those commissions until
the total amount due is at least equal to the
Commission Payment Floor. If the customer returns
merchandise that generated a commission, we will
deduct the corresponding commission from your next
quarterly payment. If there is no subsequent
payment, we will send you a bill for the fee, which
must be paid upon receipt. The Commission Payment
Floor is subject to change at any time or from time
to time, in our sole and absolute discretion. You
will be notified of any change in the Commission
Payment Floor.
Report
of Sales
You
will be given a password and have the ability to
enter a password protected site to receive your
sales statistics on a daily basis.
Policies
and Pricing
Customers
who buy merchandise through this Program will be
deemed to be customers of Amazonia. Accordingly, all
Amazonia rules, policies, and operating procedures
concerning customer orders, customer service, and
product sales will apply to those customers. We may
change our policies and operating procedures at any
time. For example, we will determine the prices to
be charged for products sold under this Program in
accordance with our pricing policies. Merchandise
prices and availability may vary from time to time
due to special promotions, discounts, data errors,
etc. Because price changes affect products that you
already have listed on your Site, you may not
include price information in your product
descriptions. We will use commercially reasonable
efforts to present accurate information, but we
cannot guarantee the availability or price of any
particular product.
Ownership
and Licenses
Each
party owns and shall retain all right, title and
interest in its names, logos, trademarks, service
marks, trade dress, copyrights and proprietary
technology, including without limitation, those
names, logos, trademarks, service marks, trade
dress, copyrights and proprietary technology
currently used or which may be developed and/or used
by it in the future. We grant you a revocable,
non-exclusive license to use our name, logos,
trademarks, service marks, trade dress and
proprietary technology on your Site solely for the
purpose of creating links from your Site to
Amazonia's site during this Agreement. Except as
expressly set forth in the Agreement by applicable
law, you may not copy, distribute, modify, reverse
engineer, or create derivative works from the same.
You may not sublicense, assign or transfer any such
licenses for the use of the same, and any attempt at
such sublicense, assignment or transfer is void.
You grant us a non-exclusive, worldwide,
royalty-free license to use, reproduce and transmit
any graphic or banner ad submitted by you solely for
co-branding purposes or as a return link from our
site to your Site. We will remove such graphic or
banner ad upon your request.
Publicity
and Spamming
You
shall not create, publish, distribute or permit any
written material that makes reference to us, without
first submitting such material to us and receiving
our written consent.
You agree not to use the company's services for
chain letter, junk mail, "spamming" or
illegal solicitations. You further agree not to use
company's services to send any message or material
that is unlawful, gives rise to civil liability or
otherwise violates the community standards.
Your
Responsibilities
You
will be solely responsible for the development,
operation, and maintenance of your Site and for all
materials that appear on your Site. This includes
insuring that reviews, product descriptions, and
articles on your Site comply with all applicable
copyright and other laws. You must request
permission to use another party's copyrighted or
other proprietary material. We will not be
responsible if you use another party's copyrighted
or other proprietary material in violation of the
law.
Term
of the Agreement
The
term of this Agreement will begin upon our
acceptance of your Affiliate Application and will
end when terminated by either party. Either party
may terminate this Agreement at any time, with or
without cause, by giving the other party notice of
termination. Notice by e-mail, to your address on
our records, is considered sufficient notice to
terminate this Agreement. Upon such notice, you
agree to promptly destroy or return to Amazonia all
artwork pertaining to Amazonia in your possession or
control and you shall immediately remove from your
Site any or all Amazonia Marks, links to the
Amazonia site, and all references to Amazonia and
the Amazonia site. If this Agreement is terminated
because you have violated the terms of this
Agreement or if this Agreement is terminated because
your Site becomes subject to the Content
Restrictions set forth in Section 1, you are not
eligible to receive any commission payments, even
for commissions earned prior to the date of
termination. If this Agreement is terminated for any
other reason, you are only eligible to earn a
commission on sales occurring during the term of the
Agreement, and commissions earned through the date
of termination will remain payable only if the
related orders are not cancelled or returned. We
reserve the right to withhold your final payment for
a reasonable time to ensure that the correct amount
is paid.
Modifications
We
may modify any of the terms and conditions contained
in this Agreement, at any time and in our sole
discretion. Notice of any change by e-mail, to your
address on our records, or the posting on our site
of a change notice or a new Agreement, is considered
sufficient notice for notifying you of a
modification to the terms and conditions of this
Agreement. Modifications may include, for example,
changes in the scope of available referral fees, fee
schedules, payment procedures, and Engagement rules.
IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR
ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR
CONTINUED PARTICIPATION IN THE ENGAGEMENT FOLLOWING
OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON
OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE
CHANGE.
Relationship
of Parties
You
and Amazonia 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 your behalf.
You will not make any statement, whether on your
Site or otherwise, that reasonably would contradict
anything in this Section.
Limitation
of Liability
We
will not be liable for indirect, incidental,
special, consequential or punitive or multiple
damages, including without limitation any damages
resulting from loss of use, loss of business, loss
of revenue, loss of profits, or loss of data,
arising in connection with this Agreement, the
Affiliate Network, or Amazonia's performance of
services or of any other obligations relating to
this Agreement, even if we have been advised of the
possibility of such damages. Further, our aggregate
liability arising with respect to this Agreement and
the Affiliate Network will not exceed the total
commissions paid or payable to you under this
Agreement. The foregoing limitation of liability
shall apply regardless of the cause of action under
which such damages may be sought.
Disclaimers
We
make no express or implied warranties or
representations with respect to the Affiliate
Network or any merchandise or other items sold
through the Affiliate Network (including, without
limitation, warranties of fitness for a particular
purpose, merchantability, non-infringement, or any
implied warranties arising out of a course of
performance, dealing, or trade usage). In addition,
we make no representation that the operation of our
site will be uninterrupted or error-free, and we
will not be liable for the consequences of any
interruptions or errors.
Representation
and Warranties
You
hereby represent and warrant to us that this
Agreement has been duly and validly executed and
delivered by you and constitutes a valid and binding
obligation, enforceable against you in accordance
with its terms; and that the execution, delivery and
performance by you of this Agreement are within your
legal capacity and power; this Agreement has been
duly authorized by all requisite action on your part
and does not require the approval or consent of any
other persons, and neither violates nor constitutes
a default under any (i) provision of any law, rule,
regulation, order, judgment or decree to which you
are subject or which is binding upon you, or (ii)
terms of any other agreement, document or instrument
applicable to you or binding upon you.
Confidentiality
We
may disclose to you certain information as a result
of your participation as part of the Affiliate
Network, which information we consider to be
confidential (herein referred to as
"Confidential Information"). For purposes
of this Agreement, the term "Confidential
Information" shall include, but not be limited
to, any modifications to the terms and provisions of
this Affiliate Agreement made specifically for
your Site and not generally available to other
members of the Affiliate Network; website, business
and financial information relating to Amazonia;
customer and vendor lists relating to Amazonia; and
pricing and sales information for Amazonia and any
members of the Affiliate Network, other than you.
Confidential Information shall also include any
information that we designate as confidential during
the term of this Agreement.
You agree not to disclose any Confidential
Information and that such Confidential Information
shall remain strictly confidential and secret and
shall not be utilized, directly or indirectly, by
you for your own business purposes or for any other
purpose except and solely to the extent that any
such information is generally known or available to
the public or if same is required by law or legal
process. We make no warranty, expressed or implied,
with respect to any information delivered hereunder,
including implied warranties of merchantability,
fitness for a particular purpose or freedom from
patent, trademark or copyright infringements,
whether arising by law, custom or conduct, or as to
the accuracy or completeness of the information and
we shall not have any liability to you or to any
other person resulting from your or such third
person's use of the information.
Indemnification
You
hereby agree to indemnify, defend and hold harmless
Amazonia and its Affiliates, and its Affiliates'
directors, officers, employees and agents, from and
against any and all liability, claims, losses,
damages, injuries or expenses (including reasonable
attorneys' fees) relating to the development,
operation, maintenance and contents of your Site.
We hereby agree to indemnify, defend and hold
harmless you and your affiliates, directors,
officers, employees and agents, from and against any
and all liability, claims, losses, damages, injuries
or expenses (including reasonable attorneys' fees)
relating to any act or omission of Amazonia which is
the direct and proximate cause of harm to any third
party.
Independent
Investigation
YOU
ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND
AGREE TO ALL ITS TERMS AND CONDITIONS. YOU
UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR
INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT
MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR
OPERATE WEBSITES THAT ARE SIMILAR TO OR COMPETITIVE
WITH YOUR WEBSITE. YOU HAVE INDEPENDENTLY EVALUATED
THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE
NETWORK AND ARE NOT RELYING ON ANY REPRESENTATION,
GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN
THIS AGREEMENT.
General
Each
party shall act as an independent contractor and
shall have no authority to obligate or bind the
other in any respect.
This Agreement has been made in and shall be
construed and enforced in accordance with the laws
of the United States and the State of New York,
without reference to rules governing choice of laws.
Any action to enforce this Agreement shall be
brought in the federal or state courts located in
New York and you irrevocably consent to the
jurisdiction of such courts.
This Agreement may be agreed to in more than one
counterpart, each of which together shall form one
and the same instrument. The parties agree that
execution may be achieved in any format convenient
to the parties.
The provisions of this Agreement are independent
of and sevarable from each other, and no provision
shall be affected or rendered invalid or
unenforceable by virtue of the fact that for any
reason any other or others of them may be invalid or
unenforceable in whole or in part.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND
Amazonia. BY CLICKING ON THE "I AGREE"
BUTTON AT THE END OF THIS AFFILIATE NETWORK
AGREEMENT YOU ARE AFFIRMATIVELY STATING THAT YOU
HAVE READ AND UNDERSTAND THE TERMS SET FORTH HEREIN
AND ARE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF
THIS AFFILIATE NETWORK AGREEMENT AND YOU AGREE TO BE
BOUND BY THE TERMS HEREOF.
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