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Affiliate Agreement |
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Effective Date: April
1, 2006 Welcome to the RegaliaRags Affiliate Agreement ("Agreement").
This Agreement sets forth the terms and conditions under which RegaliaRags.com
makes the RegaliaRags Affiliate ProgramTM
("Affiliate Program") available to you. By becoming a RegaliaRags 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. RegaliaRags.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 RegaliaRags.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 RegaliaRags.com
Web Site will constitute binding acceptance of the changes. 1. General Rules 1.1 The RegaliaRags.com
Terms of Service and the RegaliaRags.com Privacy Policy are incorporated herein by this
reference. As an Affiliate you will continue to be bound by the RegaliaRags.com
Terms of Service and the RegaliaRags.com Privacy Policy. For purposes of clarity, the
Affiliate Program is deemed part of the "RegaliaRags.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 RegaliaRags.com Terms of Service this Agreement shall control. 2. Becoming a RegaliaRags Affiliate 2.1 Eligibility. RegaliaRags.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 RegaliaRags.com through its
online registration process. 2.3 Contact
Information. You must provide RegaliaRags.com with accurate and complete
contact and payment information when you open an Account. You must
immediately notify RegaliaRags.com if any of your contact or payment
information changes. If you do not provide RegaliaRags.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 RegaliaRags.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 RegaliaRags.com immediately if
you become aware of any other breach or attempted breach of the security of
your Account or the RegaliaRags.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 RegaliaRags.com and third parties. You must comply with the Affiliate Guidelines and any other applicable guidelines set
forth in the RegaliaRags.com Content Usage
Policy. 3.2 Special Links.
As a member of the Affiliate Program, RegaliaRags.com will provide you with
special "tagged" link formats ("Special Link(s)") to be
used in linking to the RegaliaRags.com Web Site. The Special Links will
permit tracking, reporting, and commission calculations. You must ensure that
each of these links properly utilize the Special Link formats. You will only
earn commissions on activities occurring on the RegaliaRags.com Web Site if
such activity was originated from properly formatted Special Links. RegaliaRags.com
will not be liable to you for any failure by you to use Special Links,
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 Special
Links. RegaliaRags.com will provide you with the Special Links and graphical
artwork to use in linking to the RegaliaRags.com Web Site. You must use the
Special Links in accordance with the terms and conditions in this Agreement
and the Affiliate Guidelines. The Special Links
will include, without limitation, one or more of the following types of links
to the RegaliaRags.com Web Site: (a) Portal Page
Links 4. Customers Purchasing
Via the Affiliate Program. 4.1 Order Processing
and Reporting. RegaliaRags.com will process all product orders placed by
customers who follow Special Links to the RegaliaRags.com Web Site
("Customers"). Wholesale orders cannot be made through a referral link commissions will not be paid for wholesale orders as the referral program is for retail orders ONLY. Only orders that are recieved through a referral link or have a referral number accompanying the order will be credited to the referrer. If a wholesale order is received through a referral link or with a referral number, consideration will be given for a referral credit but is not guaranteed. If a wholesale order is accepted as a referral, wholesale orders only qualify for 2% commission. NO EXCEPTIONS. RegaliaRags.com reserves the right to reject orders
that do not comply with any requirements that RegaliaRags.com has and may
periodically establish. RegaliaRags.com will be responsible for all aspects
of order processing and fulfillment. Among other things, RegaliaRags.com will
prepare order forms, process payments and handle customer service. RegaliaRags.com
will track sales made to RETAIL Customers who purchase products using Special Links
from your web site to the RegaliaRags.com Web Site and will make available to
you reports summarizing sales activity. RegaliaRags.com will use commercially
reasonable efforts to present accurate information in the reports, but RegaliaRags.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 RegaliaRags.com. Accordingly, all of the RegaliaRags.com rules,
policies, and operating procedures concerning customer orders, customer
service and product sales will apply to those Customers. RegaliaRags.com may
change the RegaliaRags.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. RegaliaRags.com
will use commercially reasonable efforts to present accurate information, but
RegaliaRags.com cannot guarantee the availability or price of any particular
product. 5. Affiliate
Commissions and Reporting. 5.1 Affiliate
Commissions. RegaliaRags.com will pay you commissions in accordance with this
Agreement and the Affiliate Commission Schedule
("Commissions"). The Affiliate
Commission Schedule is incorporated herein by this reference. RegaliaRags
Affiliates can earn commissions on the following types of transactions: (a) RegaliaRags.com
will pay you a commission on qualifying sales originating from Special Links
on your web site or web space in accordance with the then current Affiliate
Commission Schedule (link); and (b) RegaliaRags.com
will also pay you a commission on sales made by new users you recruit to
become RegaliaRags.com Shopkeepers in accordance with the then current Affiliate Commission Schedule. 5.2 Payment of
Commissions. (a) Tax Information.
In order to receive your Commissions you must
provide your taxpayer information to RegaliaRags.com as required by the IRS.
If RegaliaRags.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. RegaliaRags.com
will pay you Commissions on a monthly basis. Within 60 days following the end
of each calendar month, RegaliaRags.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 $25.00, RegaliaRags.com
will hold your Commissions until the total amount due is at least $25.00 or
until this Agreement is terminated. (d) Processing Fees.
If RegaliaRags.com owes you accrued Commissions that are less than $25.00 for
at least 365 days, then RegaliaRags.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 RegaliaRags.com's administrative costs and no payment
will be made to you. (e) Charitable
Contribution. Unless you and RegaliaRags.com otherwise agree in writing, RegaliaRags.com
may remit any payment otherwise due to you as a contribution in your name to
a 501(c)(3) charitable nonprofit organization of RegaliaRags.com's choice (or any charity agreed upon in
writing by you and RegaliaRags.com) if: (i) you
fail to provide RegaliaRags.com with accurate and complete contact
information; and (ii) the funds remain outstanding for more than 12 months.
If RegaliaRags.com makes such a contribution, its obligation to you shall be
reduced by the amount of that contribution. (f) Termination
Fees. If you or RegaliaRags.com terminate your
Account, and you have less than $25 in accrued but unpaid Commissions then
outstanding, RegaliaRags.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. On
request, RegaliaRags.com will make available to you a small graphic image
that identifies you as a RegaliaRags Affiliate
Program participant. You must display this logo or the phrase "In affiliation
with RegaliaRags.com" somewhere on your web site or web space. RegaliaRags.com
may modify the text or graphic image of this notice from time to time. In
addition, RegaliaRags.com encourages (but does not require) you to include a
Special Link on your web site to the RegaliaRags.com home page at http://www.RegaliaRags.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 RegaliaRags.com's
prior written consent, which may be given or withheld in its sole discretion. 7. Limited Licenses.
7.1 RegaliaRags.com
License to You of Logo and Links. RegaliaRags.com grants you a limited nonexclusive,
nontransferable, revocable right to use the graphic images and text provided
to you by RegaliaRags.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, RegaliaRags.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 RegaliaRags.com Web Site and promoting the sale of products
on the RegaliaRags.com Web Site. All product images must be served by the RegaliaRags.com
Web Site and cannot be used in any form other than the form provided by RegaliaRags.com.
You may not modify the graphic images or text, or any other of the RegaliaRags.com
images, in any way. RegaliaRags.com may revoke your license at any time by
giving you written notice. RegaliaRags.com reserves all of its rights in the
graphic images, text, any other images, RegaliaRags.com trade names and
trademarks, and all other intellectual property rights. Any and all rights in
and to RegaliaRags.com's intellectual property
shall inure to the benefit of RegaliaRags.com. 8. Indemnification. As you are bound by the Terms of Service in using the
Affiliate Program, you must indemnify, defend and hold RegaliaRags.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 RegaliaRags.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 RegaliaRags.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 RegaliaRags.com. RegaliaRags.com
may withhold any Commissions that it owes you if you have to indemnify RegaliaRags.com.
9. Term and
Termination. 9.1 Term. The term
of this Agreement will begin upon RegaliaRags.com's
acceptance of your Affiliate Program application and will end when terminated
by either party. 9.2 RegaliaRags.com
Termination. In its sole discretion, with or without notice to you, RegaliaRags.com
may terminate your participation in the Affiliate Program and terminate your
Account. If RegaliaRags.com determines, in its sole discretion, that you are
abusing the system, the RegaliaRags.com Service and/or the RegaliaRags Affiliate Program, RegaliaRags.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. RegaliaRags.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 RegaliaRags.com Web Site, product images from the RegaliaRags.com
database, all RegaliaRags.com trademarks, trade dress and logos, all Special
Links, and all other materials provided by or on behalf of RegaliaRags.com to
you pursuant hereto or in connection with the Affiliate Program. |