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Affiliate Agreement
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:
(a) No amounts will be paid with respect to any Referred Customer
who fails to comply with our terms of use of the Royal Selects Site or with the
terms relating to the purchase of Royal Selects products;
(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.
15. Ownership.
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.
16. Indemnification.
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.
17. Assignment.
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.
18. Severability.
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.
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