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Agreement contains the complete terms and conditions that
apply to individuals or entities that are participating
in the Dolls of All Colors.com Affiliate Program referred
here as the "Program". As used in this Agreement,
"we" means Dolls of All Colors.com and "you"
means the applicant and "Site" means a World
Wide Web site and depending on the context, refers either
to Dolls of All Colors.com's site, located at the URL
www.dollsofallcolors.com,
or to any site that you will link to our site, and which
you will identify in your Program application.
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1. Enrollment in the Program
In
order to begin your enrollment process you will submit a completed
Program application through our site. We will then evaluate
your application in good faith and will notify you of your acceptance
or rejection. We may reject your application if we determine,
in our sole discretion, that your site is not suitable for our
Program.
2. Some site's we define as unsuitable are sites that promote:
- sexually
explicit materials
- violence
- discrimination
based on race, sex, religion, nationality, disability, sexual
- orientation,
or age
- illegal
activities
- any
variations or misspelling of "dolls of all colors"
thereof in their domain names
- violations
of intellectual property rights
If
your application where to be rejected, you will be able to reapply
to join the Program at a later date. Also note that if we accept
your application and your site is thereafter determined, in
our sole discretion, to be unsuitable for the Program we may
terminate this Agreement.
3. Links on Your Site
Once
you have been notified that your site has been accepted into
the Program, you can place one or more of the following links
on your site.
We
will provide you with guidelines and graphical artwork to use
in linking to our home page. Only banner and text links provided
by us can be used. Dolls of All Colors.com will consider any
ideas an Affiliate may have for a banner design. The Affiliate
also agrees that any ideas they give that is used by Dolls of
All Colors.com will become the property of Dolls of All Colors.com.
To permit accurate tracking, reporting, and referral fee accrual,
we will provide you with special "tagged" link format
to be used in all links between your site and our site. You
acknowledge that by participating in the Program and placing
a link within your site, Dolls of All Colors.com may receive
information from or about visitors to your site or communications
between your site and those visitors. Your participation in
the Dolls of All Colors.com Program constitutes your specific
and unconditional consent to and authorization for Dolls of
All Colors.com's access to, receipt, storage, use, and disclosure
of any and all such information, consistent with the policies
and procedures set forth in Doll of All Colors.com's Privacy
Policy.
4. Order Processing
We
will process Product orders placed by customers who follow a
links from your site to our site. We reserve the right to reject
orders that do not comply with any requirements that we may
establish periodically. We will be responsible for all aspects
of order processing and fulfillment. Among other things, we
will prepare order forms, process payments, cancellations, and
returns, and handle customer service. We will track sales made
to customers who purchase Products by using a link from your
site to our site and will make available to you reports summarizing
this sales activity in real time.
5. Referral Fees
All
sales that occur with a program Participant's tag number will
be credited and paid referral fees indefinitely. We will only
pay referral fees on such Products after order, payment and
shipping has occurred.
You may not purchase products during sessions initiated through
the links on your site for resale or commercial use of any kind.
Such purchase may result, in our sole discretion, in the withholding
of referral fees or the termination of this Agreement. You can
however purchase products from your link for personal use. All
Referral fees will be credited to the appropriate Program participant.
All Program participants are eligible for a discount. All discounts
are in the form of the 12% referral fee.
Referral Fee Schedule
You will earn referral fees based on Qualifying Revenues according
to referral fee schedules to be established by us. "Qualifying
Revenues" are revenues derived by us from our sales of
Products, excluding costs for shipping, handling, gift-wrapping,
taxes, service charges, credit card processing fees, returns
and bad debt. The current referral fee schedule is:
| 1. |
12% of Qualifying Revenues from the sales of Products
resulting from a link from the Program participant's site
to the homepage of Dolls of All Colors.com. |
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| 2. |
2% of Qualifying Revenues from the sales of Products resulting
from a link of a referred Participant. This is called
a 2nd tier Program, in which a Program participant earns
an additional 2% of all referral fees earned by all other
Program participant they refer. |
Referral Fee Payment
We will pay you referral fees on a monthly basis. We will
send you a check for the referral fees earned. However, if
the referral fees payable to you for any calendar month are
less than $25, we will hold payment until the total amount
due is at least $25 or (if earlier) until this Agreement is
terminated. In calculating referral fees, we will deduct the
corresponding referral fee from your next monthly payment
if the customer returns a Product. If there is no subsequent
payment, we may send you a bill for the referral fee owed.
6. Policies and Pricing
Customers who buy products through this Program will be deemed
to be customers of Dolls of All Colors.com. Accordingly, all
Dolls of All Colors.com 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 own pricing policies.
Product prices and availability may vary from time to time.
Because price changes may affect Products that are listed
on our site, prices may only be shown when we serve those
prices through our "Dolls of All Colors.com " Affiliate
Service. You may not otherwise 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. Identifying Yourself as an Associate
You
may not issue any press release with respect to this Agreement
or your participation in the Program;
such action may result in your termination from the Program.
We will make available to you a small graphic image that identifies
your site as a Program participant. You may display this logo
or the phrase "In association with Dolls of All Colors.com"
somewhere on your site. We may modify the text or graphic
image of this notice from time to time. In addition, you may
not in any manner misrepresent or embellish the relationship
between us and you, or express or imply any relationship or
affiliation between us and you or any other person or entity
except as expressly permitted by this Agreement (including
by expressing or implying that Dolls of All Colors.com supports,
sponsors, endorses, or contributes money to any charity or
other cause).
8. Limited License
We
grant you a nonexclusive, revocable right to use the graphic
image and text link described in Section 9 and such other
text or images for which we grant express permission, solely
for the purpose of identifying your site as a Program participant
and to assist in generating product sales. You may not modify
the graphic image or text, or any other of our images, in
any way. We reserve all of our rights in the graphic image
and text, any other images, our trade names and trademarks,
and all other intellectual property rights. You agree to follow
our Trademark Guidelines, as those guidelines may change from
time to time. We may revoke your license at any time by giving
you a written notice.
9. Responsibility for Your Site
You
will be solely responsible 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:
| 1. |
the
technical operation of your site and all related equipment. |
| 2. |
creating
and posting product descriptions on your site and linking
those descriptions to our catalog. |
| 3. |
the
accuracy and appropriateness of materials posted on your
site (including, among other things, all product-related
materials). |
| 4. |
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). |
| 5. |
ensuring
that materials posted on your site are not libelous or
otherwise illegal. |
| 6. |
ensuring
that your site accurately and adequately discloses, either
through a privacy policy or otherwise, how you collect,
use, store, and disclose 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. |
We
disclaim all liability for these matters. Further, you will
indemnify and hold us harmless from all claims, damages, and
expenses (including, without limitation, attorneys' fees) relating
to the development, operation, maintenance, and contents 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, with
or without cause, by giving the other party a notice of termination.
Upon the termination of this Agreement for any reason, you will
immediately cease use of, and remove from your site, all links
to our site, and all Dolls of All Colors.com trademarks, trade
dress, and logos, and all other materials provided by or on
behalf of us to you pursuant hereto or in connection with the
Program. You are eligible to earn referral fees only on our
sales of Qualifying Products that occur during the term, and
referral fees earned through the date of termination will remain
payable only if the related orders are not canceled or returned.
We may withhold your final payment for a reasonable time to
ensure that the correct amount is paid.
11. Modification
We
may modify any of the terms and conditions contained in this
Agreement, at any time and in our sole discretion, by posting
a change notice or a new agreement on our site. Modifications
may include, for example, changes in the scope of available
referral fees, referral fee schedules, payment procedures, and
Program rules. 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 CONSTITUTE BINDING
ACCEPTANCE OF THE CHANGE.
12. Relationship of 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 behalf. You will not make any statement,
whether on your site or otherwise, that reasonably would contradict
anything in this section.
13. Limitation of Liability
We
will not be liable for indirect, special, or consequential damages
(or any loss of revenue, profits, or data) arising in connection
with this Agreement or the Program, even if we have been advised
of the possibility of such damages. Further, our aggregate liability
arising with respect to this Agreement and the Program will
not exceed the total referral fees paid or payable to you under
this Agreement.
14. Disclaimers
We
make no express or implied warranties or representations with
respect to the Program or any products sold through the Program
(including, without limitation, warranties of fitness, merchantability,
noninfringement, 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.
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 OTHER THAN AS SET FORTH IN THIS AGREEMENT.
16. The
use of unsolicited commercial e-mail (spam) or posting to "inappropriate"
newsgroup to promote any products of, or entity of Dolls of
All Colors.com is not permitted by any Program participant.
Any violation of this agreement, in part or in whole by a Program
participant will have their agreement terminated and all outstanding
referral fees will be forfeited and become property of Dolls
of All Colors.com.
17. Miscellaneous
This Agreement will be governed by the laws of the United States
and the state of New Jersey, without reference to rules governing
choice of laws. You may not assign this Agreement, by operation
of law or otherwise, without our prior written consent. Subject
to that restriction, this Agreement will be binding on, inure
to the benefit of, and be enforceable against the parties and
their respective successors and assigns. 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.
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