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This Affiliate Agreement contains the terms and conditions under which you agree to participate in the Royal Selects Affiliate Program, if you choose to apply and you are accepted. The purpose of the Affiliate Program is to permit you to advertise and promote Royal Selects on your site, direct customers Royal Selects website, and to receive a commission on each Qualified Purchase, as defined below. As used in this Agreement, references to \"you\" and \"your\" mean the party submitting an application to participate in the Affiliate Program and, if accepted, participates in the Affiliate Program.
By submitting the online application to participate in the Affiliate Program, and by participating in the Affiliate Program, if you are accepted as provided below, you are acknowledging and agreeing that you have read all of the terms and conditions of this Agreement and that you will be responsible for complying with all such terms and conditions.
In addition to any other capitalized terms that may be defined in this Agreement, the following capitalized terms have the meanings given when they are used in this Agreement:
\"Additional Program Terms\" means the additional terms and information associated with your participation in the Affiliate Program, such as the manner of calculating Monthly Commission Payments, in effect from time to time and any other rules that relate to your participation in the Affiliate Program, all of which will be considered a part of this Agreement and are discussed in Section 7 below.
\"Affiliate Site\" means the internet site established and maintained by you that will advertise and promote Royal Selects and will contain the Royal Selects Link.
\"Monthly Commission Payment\" means, collectively, for each calendar month or partial calendar month during the term of this Agreement, an amount that is payable to you with respect to a Qualified Purchase calculated in accordance with the Additional Program Terms provided to or made available to you, as provided in Section 7 below.
\"Our Intellectual Property\" means the Royal Selects Link, the Royal Selects Site, and the Royal Selects Marks, and all other trademark, copyright, and other intellectual property rights associated with Royal Selects.
\"Program Materials\" means the application and/or other forms that you submit to us as part of the application/registration procedure.
\"Qualified Purchase\" means a completed sale of Royal Selects to a Referred Customer that is considered for purposes of determining any Monthly Commission Payment that is owing to you.
\"Referred Customer\" means a customer that is referred to Royal Selects by you through the Affiliate Site.
You agree to all of the following terms and conditions:
1. Enrollment of Affiliate.
As a condition to becoming a participant in the Affiliate Program, you must complete and submit the online application at http://www.royalselects.com/index.php?route=affiliate/register.
Your application will be reviewed and evaluated by us and you will be notified whether your application has been accepted or rejected. We have sole discretion with respect to the evaluation of all applications and reserve the right to reject any application for any reason.
If we deny your application for any reason, you may not submit another application for the Affiliate Program using the same URL/domain name as the URL/domain name that is referenced in the denied application. Any change in the information submitted by you in an application will be a basis for terminating this Agreement and your participation in the Affiliate Program.
2. Affiliate Affirmative Obligations and Responsibilities.
As a participant in the Affiliate Program you agree that you will fulfill all of the following obligations and responsibilities associated with the Affiliate Program and the Affiliate Site:
(a) You will be solely responsible for the development, maintenance, and operation of the Affiliate Site and all materials and information on or accessible through the Affiliate Site;
(b) You will maintain and operate the Affiliate Site in an ethical, professional, and lawful manner that promotes the good will and reputation of Royal Selects;
(c) You will place and maintain Royal Selects Link on the Affiliate Site in a prominent location or locations that are approved by us for the purpose of directing Referred Customers to Royal Selects Site. You will monitor the Royal Selects Link on a regular basis to ensure that it is functioning properly and opening the Royal Selects Site properly;
(d) You will at all times comply with all federal, state, and local statutes, laws, ordinances, and regulations that apply to you and/or the Affiliate Site, including, without limitation, all intellectual property laws;
(e) You will at all times maintain and update the Affiliate Site to ensure that it functions in its intended manner;
(f) You will read and comply with all Additional Program Terms that are provided or made available to you as provided in Section 7 below, any of which may be revised by us from time to time; and
(g) You will promote Royal Selects and will use good faith efforts to encourage visitors to the Affiliate Site to follow Royal Selects Link.
3. Affiliate Restrictions.
As a participant in the Affiliate Program you agree that you will comply with the following restrictions relating to your participation in the Affiliate Program:
(a) You will not permit any unlawful or otherwise objectionable or inappropriate information or materials, as determined by us, in our sole discretion, to be a part of, accessible through, or related to the Affiliate Site, including, without limitation, (i) obscene or sexually explicit materials, (ii) materials that promote or encourage violence, harassment, or unlawful activities, (iii) materials that promote or encourage unlawful discrimination, (iv) materials that infringe upon or violate, or that permit or assist others to infringe upon or violate, the trademark, copyright, or other intellectual property rights of other parties, (v) materials that are libelous or defamatory, (vi) materials that otherwise violate any of your obligations under this Agreement, or (vii) materials that damage or injure in any way the good will of Royal Selects and/or the Affiliate Program;
(b) You will not use, or permit any use of, the Affiliate Site (or any other website or other vehicle or channel that you maintain, operate, or control) in any manner that may divert any business away from Royal Selects, or any other participant in the Affiliate Program;
(c) You will not disparage or use or permit any negative comments about Royal Selects on the Affiliate Site or any other publication created or distributed by you;
(d) You will not design, create, maintain, or operate the Affiliate Site in any way that creates confusion about our affiliation with you or the Affiliate Site;
(e) You will not market, promote, or advertise the Affiliate Site in any way that is offensive, harassing, unlawful, or objectionable. Without limiting the generality of the foregoing, you will not (i) create, publish, transmit, or distribute any unsolicited electronic mail messages, including bulk messages sometimes referred to as \"SPAM,\" that relate in any way to you, the Affiliate Site, or us without our advance written consent, which we may withhold for any reason, (ii) use unsolicited commercial e-mail, postings to non-commercial newsgroups, cross-posting to multiple newsgroups at the same time, and (iii) advertise in any way that conceals or misrepresents your identity, your domain name, or your return e-mail address;
(f) You will at no time represent yourself or the Affiliate Site as an agent or a representative of Royal Selects or hold yourself out as anything other than a referral source for the Print Shop;
(g) You will not engage in any fraudulent conduct that relates to the Affiliate Program or otherwise take any actions that attempt to abuse, exploit, or take advantage of us or the Affiliate Program in any way for your benefit or the benefit of others;
(h) You will not make statements, representations, claims, warranties, or guarantees concerning Royal Selects or any products or services offered or provided by Royal Selects other than those approved or published by us;
(i) You will not offer any discounts, promotions, special offers, coupons, credits, or discounts relating to any of the Royal Selects products, except as may be approved in advance in writing by Royal Selects;
(j) Other than as specifically provided in this Agreement, you will not at any time use any Royal Selects Marks or other of Our Intellectual Property for any purpose; and
(k) You will not use anyone\'s copyrighted materials, whether it is a writing, an image, or other copyrighted work, without the permission of the copyright holder.
4. Royal Selects Responsibilities.
We will provide and license to you, for use in accordance with the terms of this Agreement, Royal Selects Link and any Royal Selects Marks that we deem to be appropriate for use on the Affiliate Site. We will be solely responsible for processing and completing all Qualified Purchases and for delivering to you any Monthly Commission Payment that is owing to you, as provided in Section 9 below.
5. Royal Selects Rights.
You agree that we have the following rights relating to this Agreement and the Affiliate Program:
(a) We may visit the Affiliate Site at any time, from time to time, to determine if you are operating the Affiliate Site in compliance with this Agreement and the standards of the Affiliate Program. We may terminate this Agreement and your participation in the Affiliate Program immediately if you fail to comply with any of your obligations under this Agreement.
(b) We may revise the Additional Program Terms at any time and will provide any such revisions as provided in Section 7.
(c) We may terminate this Agreement and cancel your right to participate in the Affiliate Program at any time for any reason with ten (10) days\' notice.
6. Affiliate Account Information.
After you are accepted into the Affiliate Program, you will be provided information about how information about your account will be provided to you. We may inform through email relating to the Affiliate Program, the Referred Customers from the Affiliate Site, and the amounts payable to you as Monthly Commission Payments, etc.;
7. Additional Program Terms.
We will make available or provide to you through email the Additional Program Terms in effect from time to time, all of which will be considered a part of this Agreement. We may change the manner of calculating Monthly Commission Payments and amend any of the Additional Program Terms at any time and you will be responsible for reading and complying with all such revised information.
8. Processing Orders.
We will process orders received from Referred Customers who use the tracking code to the Print Shop Site. We may accept or reject any orders from Referred Customers in our sole discretion. We will track the Qualified Purchases generated from Referred Customers and will make this information available to you as provided in Section 6 above.
9. Monthly Commission Payments.
As a participant in the Affiliate Program, you will be paid a Monthly Commission Payment relating to Qualified Purchases completed during the term of this Agreement. The amount of the Monthly Commission Payments will be determined in accordance with the applicable Additional Program Terms provided to you or made available to you by us. You will receive payment of Monthly Commission Payments in accordance with the applicable Additional Program Terms. We will use PayPal as the sole means of making Monthly Commission Payments. We reserve the right to evaluate and consider the validity and legitimacy of all Referred Customers and all Qualified Purchases in determining whether Monthly Commission Payments are payable to you, including applying the following terms and conditions:
(b) No amounts will be paid with respect to any Qualified Purchases that we believe involve fraudulent, deceptive, or questionable activity;
(c) No amounts will be paid with respect to any Referred Customer or Qualified Purchases that relate to or can be connected with any activity by you that is in violation of the terms of this Agreement;
(d) No amount of Monthly Commission Payment will be payable after the termination of this Agreement; and
(e) The amount of any Monthly Commission Payment will be reduced by previous amounts paid to you with respect to amounts returned by us to Referred Customers for any reason.
10. Tax Information.
As a condition to making Monthly Commission Payments to you, you must provide to us all tax and other information that we will require to process and pay Monthly Commission Payments. Failure to provide all information requested by us may become the basis for forfeiture of all Monthly Commission Payments otherwise owing.
11. Term and Termination.
The term of this Agreement will begin when you are notified that your application has been accepted and you have paid all amounts owing in connection with the application process. This Agreement, and your participation in the Affiliate Program, will continue until it is terminated by you or us in accordance with the terms of this Agreement. In addition to any other provisions relating to termination of this Agreement found elsewhere in this Agreement,
(a) You may terminate this Agreement at any time without advance notice if we violate any of our obligations under this Agreement;
(b) You may otherwise terminate this Agreement by giving us fifteen (15) days\' written notice;
(c) We may terminate this Agreement at any time without advance notice if you violate any of your obligations under this Agreement or if any of your representations and warranties under Section 12 below are or become untrue; and
(d) We may otherwise terminate this Agreement by giving you fifteen (15) days\' written notice.
Upon the effective date of the termination of this Agreement for any reason, you will immediately remove all of Our Intellectual Property from the Affiliate Site, and will cease all further interactions with and referrals to Royal Selects. No amounts under this Agreement will be payable with respect to any transactions after the termination of this Agreement. Within thirty (30) days after the end of the calendar month in which this Agreement terminates, we will deliver to you the final Monthly Commission Payment owing with respect to Qualified Purchases by Referred Customers from the Affiliate Site through the date of termination.
12. Representations and Warranties.
You represent and warrant to us each of the following:
(a) If you are a company, you are duly organized and validly existing under the laws of the state in which you are organized and you have full power and authority necessary to enter into this Agreement;
(b) This Agreement has been duly authorized, executed, and delivered by you and is a valid and binding agreement enforceable against you in accordance with its terms;
(c) You are the sole and exclusive owner of the Affiliate Site and no consent or permission is required to be obtained from any other party for you to enter into this Agreement and perform your obligations under this Agreement;
(d) All information provided to us in connection with your application for participation in the Affiliate Program and while participating in the Affiliate Program is and will be at all times complete and accurate;
(e) Each Referred Customer is valid and genuine; and
(f) The person entering into this Agreement, whether individually or on behalf of an entity, is at least 18 years of age and is authorized to enter into this Agreement.
13. Referred Customers and Program Materials.
All Referred Customers will be considered Royal Selects customers and we will have all rights associated with establishing, maintaining, and terminating our relationship with such customers and the terms, conditions, policies, and procedures associated with all transactions with such customers, including, without limitation, the prices charged for Royal Selects products. All Program Materials, including Program Materials relating to Referred Customers, will be the sole property of Royal Selects.
14. License of Royal Selects Marks.
During the term of this Agreement we grant to you a limited, non-exclusive, non-transferrable, non-assignable, non-sublicensable, and revocable license to use the Royal Selects Link on the Affiliate Site to permit access to the Royal Selects Site solely in accordance with the terms of this Agreement. This grant of license is strictly limited to uses of the Print Shop Link and the Royal Selects Marks solely on behalf of Royal Selects. You may not use any of Our Intellectual Property for any other purpose. You may not alter or modify any of Our Intellectual Property. You may not use any of Our Intellectual Property in any way that is disparaging to us or any other party, misleading, deceptive, obscene, or any other way that portrays us or the Print Shop in a negative way. Other than as provided in this Section 15, we retain all right, title, and interest in Our Intellectual Property. We may terminate this license at any time during the term of this Agreement and it will automatically terminate upon the termination of this Agreement.
Subject to the limited rights granted to you in this Agreement, (a) Royal Selects will at all times own and have all right, title, and interest in all aspects of Our Intellectual Property and all intellectual property rights and interests, whether patentable, copyrightable, or subject to trademark or not, whether now existing or developed in the future, that are associated with Royal Selects or Our Intellectual Property. All applicable common law and statutory rights in Our Intellectual Property will be and will remain the property of Royal Selects.
You will indemnify and hold harmless Royal Selects, its shareholders, directors, officers, employees, agents, successors and assigns from and against all claims, demands, damages, liabilities, fines, penalties, assessments, losses, government proceedings, costs, and expenses, including actual attorneys\' fees and costs of suit incurred by any of the Royal Selects Indemnified Parties relating to or arising out of (a) any breach by you of any representation, warranty, covenant, or provision in this Agreement relating to you, (b) the operation and maintenance of the Affiliate Site, including without limitation any allegation that the Affiliate Site or any information, items, links, materials, or marks, infringe a patent, copyright, trademark, trade secret, right of publicity or privacy, confidentiality, or other intellectual property right, (c) your negligence or intentional misconduct, or (d) your participation in the Affiliate Program.
You may not assign this Agreement or any of your rights, benefits, or obligations under this Agreement, in whole or in part, whether by operation of law or otherwise, without our prior written consent, which we may withhold for any reason, and any purported assignment in violation of this sentence will be void. You agree that we may assign this Agreement and our rights and obligations under this Agreement at any time.
In the event a provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such provision will be deemed severable from the remaining provisions and will in no way affect the validity or enforceability of the other provisions of this Agreement.
19. Entire Agreement.
This Agreement, including the Additional Program Terms, contains the entire agreement of the parties and supersedes all prior or contemporaneous agreements and understandings, whether written or oral.
20. Confirmation of Agreement.
You agree that by submitting an application for participation in the Affiliate Program you acknowledge that you have read this Agreement in its entirety, that you agree to all of the terms and conditions of this Agreement and the Affiliate Program, and that you willingly desire to become a participant in the Affiliate Program under such terms and conditions.