Affiliate Agreement
This Agreement contains the complete terms and conditions that apply to your participation in the Red Galoshes Affiliate Program (the "Program"). As used in this Agreement, "we," "our," and "us" refer to Red Galoshes, Inc. (Red Galoshes) and "you" and "your" refer to the applicant. "Site" means our World Wide Web site, and "Creatives" refer to links that you will display on your site and in emails in accordance with this Agreement in order to afford visitors to your site the opportunity to purchase products offered by us through our merchant partners.
1. Enrollment in the Program
To begin the enrollment process, you will submit a complete Program application via our Site. We will evaluate your application in good faith and will notify you of its acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program for any reason. Unsuitable sites include (but are not limited to) those that: Contain content that is unlawful, threatening, defamatory, obscene or otherwise objectionable; Promote sexually explicit materials; Promote violence; Promote discrimination based on race, sex religion, nationality, disability, sexual orientation, or age; Promote illegal activities; Violate or infringe upon intellectual property rights. If we reject your application, you are welcome to reapply to the Program at any time. If we accept your application, we reserve the right to terminate this Agreement if we ever determine (in our sole discretion) that your site is unsuitable for the Program for any reason.
2. Creatives
Once we notify you that we have accepted your site into the program, we will authorize you to copy the code for various Creatives from a password protected site (http://www.redgaloshes.com) maintained by us and display the Creatives on your site. We encourage you to place the Creatives, which you may use only on the terms and conditions of this Agreement, as prominently as possible on the most heavily trafficked pages of your site and to follow our instructions regarding the operation and placement of the Creatives. From time to time, we will offer different Creatives and also may modify the Creatives. All such changes and modifications will occur automatically, without any prior notice to you. You will not be required to change any code, as we change our Creatives automatically.
3. Order Processing
Our merchant partners will process product orders placed by customers who purchase products using the Creatives displayed on your site. Our merchant partners, reserve the right to reject orders that do not comply with any and all of their requirements as may be periodically established. We together with our merchant partners will be responsible for all aspects of order processing and fulfillment. Among other things, our merchant partners, will prepare order forms, process payments, cancellations, returns, and handle customer service.
4. Sales Tracking
We will track sales made by our merchant partners to customers who came to our Site from the Creatives displayed on your site. We will continue to track the sales made to such customers, and to pay you a commission for such sales as long as our cookies remain in the customer's computer. We will make available to you such sales activity as well as the related reports regarding end-user views and clicks, at our redgaloshes.com site. You and we each agree to rely on, and not to challenge or dispute, the sales tracking and other information that we compile in connection with the Program, which will bind both you and us for all purposes under this agreement. You hereby agree that when and if the cookies used to track sales to customers who came to our merchant's through the Creatives displayed on your site are deleted, erased, corrupted or become unworkable for whatever reason, we will no longer be able to track sales to that customer and shall not be liable for payment of any additional commissions to you for any additional purchases made by such customer(s) from our merchant partners.
5. Payment
You will earn a 10% commission on all recorded sales of products shipped to customers who came to our Site originally from the Creatives you display on your site. Sales for this purpose excludes any taxes, shipping, or handling charges that we, or our merchant partners, may collect. We will pay all commissions a monthly basis for such sales for which we are paid by our merchant partners, within sixty days after each month end in which the sale occurs. If the commission that accrues in any month totals less than $10, we will hold the commissions and pay them to you sixty days after the end of the first month in which aggregate accrued but unpaid commissions total $10 or more. If a customer returns or receives a refund or credit for a product that generated a commission under this paragraph, we will deduct that commission from your next monthly payment or payments. If no further payments are due under this Agreement, we reserve the right to send you a bill for any commissions associated with returned products. As with sales tracking information we will calculate the commissions that you will receive under the Program, and our calculations will bind both you and us for all purposes under this Agreement.
6. Policies and Pricing
All customers who buy products through the Program are customers of Red Galoshes and its Merchants for all purposes. Accordingly, all our and our merchant partners' rules, policies, and operating procedures concerning customer orders, customer service, pricing, and product sales will apply to those customers. We, and our merchant partners, may change our policies and operating procedures at any time, in our sole discretion. Product prices and availability may vary from time to time. Because price changes may 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.
7. Limited License
We grant you a nonexclusive, revocable right to use the Creatives that we may provide to you solely for the purpose of identifying your site as a Program participant and to assist in generating Product sales through the Program. You may not modify the Creatives that we may provide to you in any way. We reserve all our rights and our merchant partner's rights in all Creatives and all our , and our merchant partner's, other intellectual property rights. You agree to follow our instructions respecting the use of our and our merchant partner's trademarks, and those instructions may change from time to time. We may revoke your license at any time by giving you written notice.
8. Responsibility for Your Site
You will have sole responsibility for the development, operation and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:
The technical operation of your site and all related equipment. The accuracy and appropriateness of materials posted on your site ( including, among other things, all product-related materials). Ensuring that materials posted on your 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). Ensuring that materials posted on your site are not obscene, defamatory, libelous or other wise illegal. We disclaim all liability for all matters relating to the development, operation, maintenance, and content of your site, including any problems you may encounter if you hardcode the Creatives.
9. Indemnification
You will indemnify, defend and hold us and our merchant partners harmless against any and all claims, lawsuits, damages, and expenses (including, without limitation, attorneys' fees) that we may or that anyone may assert as a result of anything occurring on your site or arising from the development, operation or maintenance of your site.
10. Term of the Agreement
The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time and for any reason by giving the other party written notice of termination, which may be via email and certified U.S. mail, return receipt requested, or by certified U.S. mail, return receipt requested, alone. The date of termination shall be the date of receipt of U.S. mail. . Upon the termination of this Agreement for any reason, you will immediately cease using and remove from your site all links to our commerce server, Creatives, trade dress and logos and all other materials that we may have provided to you or allowed you to use in connection with the Program. You are eligible to earn only those commissions that may accrue under paragraph 4 during the term of this agreement, and commissions earned through the date of termination will remain payable only if the customer does not cancel the order, return the products purchased or receive a refund or credit. We may withhold your final payment for a reasonable time to ensure payment of the correct commission amount.
11. Modification
We may modify any of the terms and conditions contained in this Agreement, at any time at our sole discretion, by posting a change notice of a new agreement on our site. ALL SUCH MODIFICATIONS WILL TAKE EFFECT AT THE TIME WE SPECIFY OR, IF WE SPECIFY NO SUCH TIME, IMMEDIATELY UPON THEIR POSTING ON OUR SITE. IF ANY MODIFICATION 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 ON OUR SITE WILL EVIDENCE YOUR BINDING ACCEPTANCE OF THE CHANGE.
12. 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 or our merchant partners' behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.
13. Disclaimers
WE AND OUR MERCHANT PARTNERS MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THIS PROGRAM OR ANY PRODUCTS SOLD THROUGH THE PROGRAM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE). IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE OR OUR COMMERCE SERVER WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. SPECIFICALLY, WE MAKE NO REPRESENTATION THAT THE DATA NEEDED TO COMPUTE YOUR COMMISSION WILL NOT BE LOST, DAMAGED OR DESTROYED IN ANY WAY.
14. Limitation of Liability
WE AND OUR MERCHANT MERCHANTS SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNATIVE DAMAGES (OR ANY LOSS OF REVENUE, PROFITS OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM, WHETHER IN TORT, CONTRACT OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR TOTAL LIABILITY ARISING WITH RESPECT TO THE AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT
15. 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 WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT NOT SET FORTH IN THIS AGREEMENT.
16. Miscellaneous
This Agreement will be governed by the laws of the United States and the state of Minnesota, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Minneapolis, Minnesota, and you irrevocably consent to the jurisdiction of those courts and waive any claim that those courts constitute an inappropriate venue or inconvenient forum. You may not assign this Agreement, by operation of law or otherwise without our prior written consent. Subject to that restriction, this Agreement will bind, inure to the benefit of and be enforceable against the parties and their respective successors and assignees. Our failure to enforce your strict performance of 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.