Affiliate
Agreement
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Welcome to the Flirt Catalog Affiliate
Agreement ("Agreement"). This Agreement sets forth the terms and
conditions under which FlirtCatalog.com makes the Flirt Catalog Affiliate ProgramTM
("Affiliate Program") available to you. By becoming a Flirt Catalog
Affiliate and using the Affiliate Program you expressly agree to be bound by
and follow all terms and conditions set forth in this Agreement. If you do
not agree to be bound by this Agreement, your sole recourse is not to
participate in the Affiliate Program. FlirtCatalog.com reserves the right to
add, delete and/or modify any of the terms and conditions contained in this
Agreement, at any time and in its sole discretion, by posting a change notice
or a new agreement on the FlirtCatalog.com Web Site. In the event of
substantive changes to the terms of this Agreement, you may be notified by
email. If any modification is unacceptable to you, your only recourse is to
terminate this Agreement and your participation in the Affiliate Program.
Your continued participation in the Affiliate Program following posting of a
change notice or new agreement on the FlirtCatalog.com Web Site will
constitute binding acceptance of the changes. 1. General Rules 1.1 The FlirtCatalog.com Terms of Service and the FlirtCatalog.com Privacy Policy are incorporated
herein by this reference. As an Affiliate you will continue to be bound by
the FlirtCatalog.com Terms of Service and the
FlirtCatalog.com Privacy Policy. For purposes of
clarity, the Affiliate Program is deemed part of the "FlirtCatalog.com
Services," and all initially-capitalized terms not defined in this
Agreement shall have the meaning set forth for such term in the Terms of
Service and/or the Privacy Policy, and any disputes you may have resulting
from your participation in the Affiliate Program will be subject to
confidential binding arbitration in accordance with Section 12 of the Terms of Service. In the event of an inconsistency between
this Agreement and the FlirtCatalog.com Terms of Service this Agreement shall
control. 2. Becoming a Flirt Catalog Affiliate 2.1 Eligibility. FlirtCatalog.com will
only knowingly provide the Affiliate Program to parties that can lawfully
enter into and form contracts under applicable law. If you are under the age
of 18, but at least 13 years of age, you may participate in the Affiliate
Program only under the supervision and consent of a parent or legal guardian
who agrees to be bound by this Agreement. The Affiliate Program is not
intended for children under the age of 13. 2.2 Opening an Account. To become an
Affiliate and have the right to participate in the Affiliate Program, you
must enroll in the Affiliate Program by opening an Affiliate account
("Account") with FlirtCatalog.com through its online registration
process. 2.3 Contact Information. You must
provide FlirtCatalog.com with accurate and complete contact and payment
information when you open an Account. You must immediately notify
FlirtCatalog.com if any of your contact or payment information changes. If
you do not provide FlirtCatalog.com with complete, accurate, and updated
contact information, you may not be eligible to receive commissions based on
your participation in the Affiliate Program. 2.4 Account Security. You will need to
select a password if you open an Account. You will be solely and exclusively
responsible for keeping your password confidential and all use of your
password and Account, including, without limitation, any use by any third
party. You must notify FlirtCatalog.com immediately if you believe your
password has been or may be obtained or used by any unauthorized person or
entity. In addition, you must notify FlirtCatalog.com immediately if you
become aware of any other breach or attempted breach of the security of your
Account or the FlirtCatalog.com Service. 3. Your Obligations 3.1 You must use the Affiliate Program
in a manner that demonstrates common sense and respect for the rights of
Flirt Catalog.com and third parties. You must comply with the Affiliate
Guidelines. 3.2 Banners. As a member of the
Affiliate Program, FlirtCatalog.com will provide you with special
"tagged" link formats to be used in linking to the FlirtCatalog.com
Web Site. The Banners will permit tracking, reporting, and commission
calculations. You must ensure that each of these links properly utilize the
link formats. You will only earn commissions on activities occurring on the
FlirtCatalog.com Web Site if such activity was originated from properly
formatted Banners. FlirtCatalog.com will not be liable to you for any failure
by you to use Banners, including to the extent that such failure may result
in any reduction of amounts, which may otherwise be paid to you pursuant to
this Agreement. 3.3 Use of Banners. Flirt Catalog.com
will provide you with the Banners and graphical artwork to use in linking to
the FlirtCatalog.com Web Site. You must use the Banners in accordance with
the terms and conditions in this Agreement and the Affiliate Guidelines. The
Banners will include, without limitation, one or more of the following types
of links to the FlirtCatalog.com Web Site: (a) Portal Page Links 4. Customers Purchasing Via the
Affiliate Program. 4.1 Order Processing and Reporting.
FlirtCatalog.com will process all product orders placed by customers who
follow Banners to the FlirtCatalog.com Web Site ("Customers").
FlirtCatalog.com reserves the right to reject orders that do not comply with
any requirements that FlirtCatalog.com has and may periodically establish.
FlirtCatalog.com will be responsible for all aspects of order processing and
fulfillment. Among other things, FlirtCatalog.com will prepare order forms,
process payments and handle customer service. FlirtCatalog.com will track
sales made to Customers who purchase products using Banners and Links from
your web site to the FlirtCatalog.com Web Site and will make available to you
reports summarizing sales activity. FlirtCatalog.com will use commercially
reasonable efforts to present accurate information in the reports, but
FlirtCatalog.com cannot guarantee the accuracy of the reports. 4.2 Customers. Customers who buy
products through the Affiliate Program will be deemed to be customers of
FlirtCatalog.com. Accordingly, all of the FlirtCatalog.com rules, policies,
and operating procedures concerning customer orders, customer service and
product sales will apply to those Customers. FlirtCatalog.com may change the
FlirtCatalog.com policies and operating procedures at any time. Product
prices and availability may vary from time to time, and such price changes
may affect products that you already have listed on your web site.
FlirtCatalog.com will use commercially reasonable efforts to present accurate
information, but FlirtCatalog.com cannot guarantee the availability or price
of any particular product. 5. Affiliate Commissions and Reporting. 5.1 Affiliate Commissions.
FlirtCatalog.com will pay you commissions in accordance with the Affiliates
Commissions Schedule. Flirt Catalog Affiliates can earn commissions on the
following types of transactions: (a) FlirtCatalog.com will pay you a
commission on qualifying sales originating from Banners and Links on your web
site or web space in accordance with the then current Affiliate Commission
Schedule (link); and 5.2 Payment of Commissions. (a) Tax Information. In order to receive
your Commissions you must provide your taxpayer
information to FlirtCatalog.com as required by the IRS. If FlirtCatalog.com
does not have your current taxpayer information on file for a particular
year, payments due to you under this Agreement will not be made until
December 31st of such year, and all of such payments will be subject to a 30%
backup withholding which will be submitted to the IRS. (b) Payment Terms. FlirtCatalog.com will
pay you Commissions on a monthly basis. Within 60 days following the end of
each calendar month, FlirtCatalog.com will send you a check for the
Commissions you have earned for the relevant month. However, if the
Commissions payable to you for any month are less than $100.00, Flirt
Catalog.com will hold your Commissions until the total amount due is at least
$100.00 or until this Agreement is terminated. (d) Processing Fees. If Flirt
Catalog.com owes you accrued Commissions that are less than $100.00 for at
least 365 days, then Flirt Catalog.com may send you payment of such accrued
Commissions minus a $5 processing fee. If the amount of accrued Commissions
is under $5 for at least 365 days, such amount will be used to cover FlirtCatalog.com's administrative costs and no payment
will be made to you. (e) Charitable Contribution. Unless you
and FlirtCatalog.com otherwise agree in writing, FlirtCatalog.com may remit
any payment otherwise due to you as a contribution in your name to a 501(c)(3) charitable nonprofit organization of FlirtCatalog.com's choice (or any charity agreed upon in
writing by you and Flirt Catalog.com) if: (i) you
fail to provide FlirtCatalog.com with accurate and complete contact
information; and (ii) the funds remain outstanding for more than 12 months.
If FlirtCatalog.com makes such a contribution, its obligation to you shall be
reduced by the amount of that contribution. (f) Termination Fees. If you or Flirt
Catalog.com terminate your Account, and you have
less than $100 in accrued but unpaid Commissions then outstanding, Flirt
Catalog.com may charge you a $5 processing fee when sending you your final
payment to cover its administrative costs. 6. Identifying Yourself
As An Affiliate. 6.1 Logo. FlirtCatalog.com will make
available to you a small graphic image that identifies you as a Flirt Catalog
Affiliate Program participant. You must display this logo or the phrase
"In affiliation with Flirt Catalog.com" somewhere on your web site
or web space. FlirtCatalog.com may modify the text or graphic image of this
notice from time to time. In addition, FlirtCatalog.com encourages (but does
not require) you to include a Special Link on your web site to the Flirt
Catalog.com home page at http://www.FlirtCatalog.com. 6.2 All other Communications. Except as
provided for in the Affiliate Guidelines, you may not make any press release
with respect to this Agreement or your participation in the Affiliate Program
without FlirtCatalog.com's prior written consent,
which may be given or withheld in its sole discretion. 6.3 Displaying our entire site in a frame is strictly
prohibited. It is misleading to our customers, causes errors on the site,
and prevents people from checking out. Displaying our site within a frame of a site
is cause for immediate termination of an affiliate account. 7. Limited Licenses. 7.1 FlirtCatalog.com License to You of
Logo and Links. FlirtCatalog.com grants you a limited nonexclusive,
nontransferable, revocable right to use the graphic images and text provided
to you by FlirtCatalog.com, for use on your web site or web space, solely for
the purpose of identifying your web site or web space as an Affiliate Program
participant and to assist in generating Commissions. In addition,
FlirtCatalog.com grants you a limited, nontransferable, nonexclusive, worldwide
right to reproduce and use all graphic images and other materials provided to
you, solely for the purpose of creating Special Links connecting your web
site or web space to the FlirtCatalog.com Web Site and promoting the sale of
products on the FlirtCatalog.com Web Site. All product images must be served
by the FlirtCatalog.com Web Site and cannot be used in any form other than
the form provided by FlirtCatalog.com. You may not modify the graphic images
or text, or any other of the FlirtCatalog.com images, in any way. You also may not use the FlirtCatalog.com brand name for the use of paid advertising.
FlirtCatalog.com may revoke your license at any time by giving you written
notice. FlirtCatalog.com reserves all of its rights in the graphic images,
text, any other images, FlirtCatalog.com trade names and trademarks, and all
other intellectual property rights. Any and all rights in and to FlirtCatalog.com's intellectual property shall inure to
the benefit of FlirtCatalog.com. 8. Indemnification. As you are
bound by the Terms of Service in using the
Affiliate Program, you must indemnify, defend and hold FlirtCatalog.com
harmless for any claim arising out of, relating to, or connected with your
alleged breach of the Terms of Service in using the Affiliate Program in
accordance with Section 9 of the Terms of Service. You must also indemnify,
defend, and hold FlirtCatalog.com harmless based on any claim alleging facts
that, if true, would constitute a breach of this Agreement. You also agree
that covered claims under this indemnity obligation shall include, without
limitation (a) any claim that FlirtCatalog.com's
use of any images provided via your web site or web space infringes on any
trademark, trade name, service mark, copyright, license, intellectual
property, or other proprietary right of any third party; and/or (b)any claim related to your web site, including, without
limitation, content therein not attributable to FlirtCatalog.com.
FlirtCatalog.com may withhold any Commissions that it owes you if you have to
indemnify FlirtCatalog.com. 9. Term and Termination. 9.1 Term. The term of this Agreement
will begin upon FlirtCatalog.com's acceptance of
your Affiliate Program application and will end when terminated by either
party. 9.2 FlirtCatalog.com Termination. In its
sole discretion, with or without notice to you, FlirtCatalog.com may
terminate your participation in the Affiliate Program and terminate your
Account. If FlirtCatalog.com determines, in its sole discretion, that you are
abusing the system, the FlirtCatalog.com Service and/or the Flirt Catalog
Affiliate Program, FlirtCatalog.com may (without limiting any other rights or
remedies available to it) withdraw your participation and withhold any
Commissions payable to you. 9.3 Your Termination. You may terminate
your Account for any reason at any time by visiting the "Close
Account" page within the members area (Your Account > Account Login
Info > Close Account). 9.4 Effect of Termination. You can only
earn Commissions during the term of the Agreement, and Commissions earned
through the date of termination will remain payable only if the related
orders are not canceled or returned. FlirtCatalog.com may withhold your final
payment for a reasonable time to ensure that the correct amount is paid. Upon
the termination of this Agreement for any reason, you will immediately cease
use of, and remove from your web site, all links to the FlirtCatalog.com Web
Site, product images from the FlirtCatalog.com database, all FlirtCatalog.com
trademarks, trade dress and logos, all Banners and Links, and all other
materials provided by or on behalf of FlirtCatalog.com to you pursuant hereto
or in connection with the Affiliate Program. |