atChristmastime.com Affiliate Program Terms of Service
This Agreement, made and entered by and between atChristmastime.com Inc. ("atChristmastime.com" or "we"), a Canadian Corporation, with its principal place of business at 213 5th Avenue South, Cranbrook, BC, Canada, and you, the affiliate ("you" or "Affiliate"), contains the complete terms and conditions that apply to your participation in the atChristmastime.com Affiliate Program (the "Affiliate Program" or "Program") promoting the atChristmastime.com Website (the "Website") by way of graphical banners and encoded hyperlinks ("Links").
1. Enrollment in the Program
You will submit a complete Affiliate Program application from our Website. Your application will be automatically approved, however, we reserve the right to reject your application at our sole discretion anytime if we feel your site or conduct pertaining to your site or its activities are unsuitable or inconsistent with the mission of atChristmastime.com.
2. Promotion of Our Affiliate Program
Upon your acceptance as an Affiliate, we will make available to you, via the Website, a variety of graphic and textual links (the "Links"), which, subject to the terms and conditions hereof, you may display as often and in as many areas of your site as you desire. The Links will serve to identify your site as a member of our Affiliate Program and will establish an identifiable link from your site to our Website.
3. atChristmastime.com Inc Agrees To:
Pay Affiliate a commission in accordance with the applicable advertising Product Campaigns, as described within the Program, that a) referred a consumer from your site to the atChristmastime.com Website or b) referred a consumer from the site of a second tier Affiliate to the atChristmastime.com Website that resulted in a trackable sale within 30 days of the referral, provided that atChristmastime.com receives full payment from the consumer using an accepted payment method. Any commissions earned shall be reversed for purchases in which the consumer's payment to atChristmastime.com is forfeited or reversed due to fraud, refusal of shipment, lost shipment, backorder cancellation, product returns, charge dispute, or any other reason for which atChristmastime.com was acting in good faith to complete the order, but was unable to do so.
Pay Affiliate in accordance with the above when commissions have reached the Minumum Payout Level or a higher amount as chosen by the Affiliate. All commissions earned up to the Minumum Payout Level will roll over from month to month until the Minumum Payout Level is met.
Pay Affiliate in accordance with the above via the PayPal third party payment service.
4. Affiliate Agrees To:
Place specially encoded Links to our Website on your site.
Have sole responsibility for the development, operation, and maintenance of your site and for all the materials that appear on your site.
Ensure that the contents of your site are not illegal or promoting illegal activity, and do not contain or promote ANY FORM of pornography, hate materials or propaganda, or any other content not generally considered suitable for viewing by children, or any other content that is not consistent with the mission of atChristmastime.com; and that your site does not infringe on the intellectual property or other rights of any person or entity of any kind. We disclaim all liability for all materials on your site.
Indemnify, defend, and hold us harmless from all claims, damages, and expenses relating to the development, operation, and contents of your site.
Make sure that your site does not copy or resemble the look and feel of our Website or create the impression that your site is our Website or a part of our Website.
Submit the URLs for all sites you plan to use to promote our Website via e-mail to service@atChristmastime.com and, if needed, to provide atChristmastime.com with a temporary username and password to inspect your site to ensure that it is unsuitable or inconsistent with the mission of atChristmastime.com.
Accept payment of any commissions earned via the PayPal third party payment service and to establish or maintain a PayPal account for this purpose, if required by the terms of PayPal.
5. Publicity
You shall not create, publish, distribute, or permit any written material that makes reference to atChristmastime.com without first obtaining our consent.
6. Confidentiality
Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning atChristmastime.com or you, respectively, or any of our Affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates.
7. 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, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Affiliate Program will not exceed the total commissions paid or payable to you under this Agreement.
8. Limited License
We grant you a nonexclusive, nontransferable, revocable right to access our Website in accordance with the terms of this Agreement, for the purpose of linking your site to our Website, solely for the purpose of identifying your site as a participant in the Program and assisting in increasing revenue at our Website. You may not alter, modify, or change the ad compaign banners or Links in any way without our prior consent. You are only entitled to use the Links to the extent that you are a member in good standing of the Affiliate Program. We may revoke your license anytime by giving you written notice at the email address provided by you during registration to our Affiliate Program.
9. Disclaimers
atChristmastime.com makes no express or implied warranties or representations with respect to our Website or the Affiliate Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our Website will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
10. Termination
The terms of this Agreement will begin upon submission by you and approval of your application. This Agreement shall commence on the date of submission and approval of your Affiliate Program application and shall continue thereafter in full force and effect until terminated at any time by either party by giving the other party written notice of termination. Upon termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all Links to our Website, and all atChristmastime.com logos and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Affiliate Program.
11. Modifications
atChristmastime.com may modify any of the terms and conditions of this Agreement, the Affiliate Program, and the Product Campaigns at any time. You will be notified by email, and a date of change notice will be posted on our Website. If the modifications are unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in this Affiliate Program after a date of change notice has been posted will constitute binding acceptance of the change.
12. Anti-Spam Policy
Affiliates will be removed from the Affiliate Program and forfeit any pending commissions if they are caught sending unsolicited email messages, faxes, or phone messages to any persons for the purpose of promoting their site or the atChristmastime.com site.
13. Independent Contractors
You are an independent contractor to atChristmastime.com 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 also be solely responsible for paying any and all tax liability that may result from the commissions you earn in the Affiliate Program. atChristmastime.com will not withhold any Federal, State, or Local taxes on your behalf, and will be reporting the commissions you earn to the appropriate government agencies each year as may be required.
14. Representations and Warranties
You hereby represent and warrant to us as follows:
This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.
The development, operation, and contents of your site do not infringe upon the copyright, trademark, or any other right of any person or entity.
The contents of your site are not illegal or promoting illegal activity, and does not contain or promote ANY FORM of pornography, hate materials or propaganda, or any other content not generally considered suitable for viewing by children, or any other content that is not consistent with the mission of atChristmastime.com; and that your site does not infringe on the intellectual property or other rights of any person or entity of any kind.
You understand that your failure to abide by these Representations and Warranties will obligate you to forfeit any unpaid commissions and return all previously paid commissions.
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 Websites that are similar to or compete with your site. You have independently evaluated the desirability of participating in the Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
16. Fraud
If you commit fraud or falsify information in connection with the registration of affiliates or members in atChristmastime.com through the Links on your site, this Agreement will be terminated immediately. In addition, you will be liable to atChristmastime.com for any and all damages that atChristmastime.com suffers as a result of such actions. You will also be responsible for returning to atChristmastime.com all commissions received for fraudulent or falsified purchases, or from consumers referred from sites which violate the Representations & Warranties you make through this Agreement, and we will not hesitate to pursue all legal causes of action against you to the fullest extent possible under the law.
17. Assignment
This Agreement and the rights and obligations hereunder may not be assigned by you without prior written consent of atChristmastime.com Inc.
18. Reservation of Rights
atChristmastime.com may terminate this Agreement at any time if your site is determined (at our sole discretion) to be unsuitable for the Affiliate Program. atChristmastime.com also reserves the right to monitor Affiliate Sites at any time to determine whether they are in compliance with this Agreement.
19. Governing Law
This Agreement will be governed by the laws of Canada and of British Columbia. Any action relating to this Agreement must be brought in the federal or provincial courts located in British Columbia and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without the prior written consent of atChristmastime.com. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and 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 a provision or any other provision of this Agreement.