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Affiliate Agreement Terms Of Service
Company Affiliate Service Agreement
This Affiliate Service Agreement (the "Agreement") is made by and
between Fur Outlet, a New Jersey, USA corporation ("Company"), and
you, as an Affiliate user of the Company service ("You", "Your","Affiliate",
or "Affiliate Member").
To be an authorized Affiliate Member of Company, You agree to abide by the
terms and conditions contained in this Agreement. Please read this Agreement
carefully before registering and using the Company Service as an Affiliate.
By clicking on the "I have read and accept the Company Privacy Policy
and Affiliate Service Agreement" box at the bottom of the signup page and
using the Company Service as an Affiliate, You indicate Your acceptance of this
Agreement and its terms and conditions. If You do not accept this Agreement,
do not
use the Company Service as an Affiliate.
PRIVACY POLICY
Company respects the privacy of its users and promises not to disclose personal
or business information to third parties without the express permission of You
and Your company. We will not sell Your name, e-mail address, phone number,
or any other personal information to anyone else. We consider this information
to be private,
and it will remain as such
If You have any questions about Your privacy rights, or would like further
information regarding the confidentiality of Your interactions with Company,
contact us at 201-348-2899 or info@furoutlet.com
DEFINITIONS
"Affiliate Marketing" or "Performance Marketing" or "Revenue
Sharing" occurs when online businesses ("Merchants") and web
sites that generate online traffic ("Affiliates") partner to drive
Visitors to the Merchant’s Web site and the Merchant pays a reward when
the Visitor referral results in a sale, lead, or click.
"Affiliate Member" or "Affiliate" means an authorized site
that is rewarded for a legitimate sale, lead, or click by a Visitor, and uses
the Company Service to facilitate applications, tracking, reporting, and receipt
of Commission payment.
"Merchant Member" or "Merchant" means a Web site that pays
a reward for a legitimate sale, lead, or click by a Visitor, and uses the Company
Service to facilitate sign-ups, tracking, reporting, and issuance of Commission
payment.
"Visitor" means any person, Web surfer or user that clicks on a Link
to a Merchant’s Web site placed on an Affiliate's Web site.
"Pay-per-sale" means the Payout the Merchant agrees to pay for Visitors
referred to the Merchant's Web site that results in a sale of a product or service.
The sale could occur at the time of the visit or at a later time not to exceed
90 days. If a sale occurs after 90 days and the Visitor has not returned through
an authorized Affiliate's site,
then no Payout shall occur.
"Pay-per-lead" means the Payout the Merchant agrees to pay for Visitors
referred to the Merchant's Web site that results in the Visitor performing an
action defined by the Merchant. Such an action could include filling out a form,
joining a mailing list, or other mechanism to identify potential customers.
The action could occur at the time of the
visit or at a later time not to exceed 90 days. If an action occurs after 90
days and the Visitor has not returned through an authorized Affiliate's site,
then no Payout shall occur.
"Pay-per-click" means the Payout the Merchant agrees to pay for a
valid click from an Affiliate Partner's site to the Merchant's site that results
in the Merchant's Web site being viewable to the Visitor. A click is deemed
valid when it meets certain criteria as defined on the Web site or in this agreement,
which criteria may change from time to
time.
"Payout" means the amount per-sale, per-lead, or per-click established
and agreed upon by Company and the Merchant. The Payout may be expressed as
a set amount or as a percent of sales.
"Commission" means the amount per-sale, per-lead, or per-click paid
by Company to an Affiliate. The Commission may be expressed as a set amount
or as a percent of sales.
"Link" means a hyperlink placed on an Affiliate Member's site that,
when clicked on, serves a Merchant's Web site to the Visitor's browser. The
Link may be in the form of text, a product image, a button, a banner or any
other format acceptable to the Merchant.
"New Referred Affiliate" means any person, Web surfer or user that
becomes a Company Affiliate through Your referral via an authorized link from
Your Affiliate Web site to the Company Web site, as long as the New Referred
Affiliate is not an existing Company Affiliate Member.
"Chargeback" means a reversal of a Payout previously earned for a
sale, lead, or click that is later rescinded or corrected by the Merchant. A
Chargeback is defined and limited to product returns, duplicate entries, non-qualified
sales, leads, or clicks, and unauthorized payment or non-receipt of payment
from the Visitor to the Merchant.
"Your Account" means a separate, specific account within the Service
that is credited with Your Commissions and other earnings.
THE SERVICE
Company has developed and operates a service (the "Service") which
allows Web sites to run and/or participate in Affiliate Marketing programs.
You wish to become an Affiliate Member of Company and utilize the Service as
an Affiliate. As an Affiliate Member of Company you will be establishing Revenue
Sharing arrangements with third party organizations, called Merchants. All Affiliate
relationships established between You, the Affiliate, and Company Merchant Members,
will be conducted and managed through the Service.
LINK PLACEMENT
As an Affiliate Member of the Service, you may place and remove Merchant Links
on Your site and in Your email messages at Your discretion.
AFFILIATE PAYMENT
You will receive a Commission for sending a Merchant authorized sales, leads,
and/or clicks via Your Links. In order to place Links, You must first be approved
by a Merchant to become an Affiliate of that Merchant’s program. You understand
that the Payout amount may be changed at any time. Company will notify You,
the Affiliate, via email of any Payout changes. This information is also available
to You at the Company Member’s Area. You are responsible for determining
if the Payout for a Link You have placed on Your site has changed or been discontinued.
You receive the Commission from Company. You may use funds credited to Your
Account to act as a Merchant within the Service. Payments are made automatically
on the fifteenth (15th) day of each month when Your account balance reaches
$150 for the previous months' transactions. International Affiliates, or Affiliates
preferring to be paid in larger increments, may opt to do so in the member area
by setting the payment threshold to a higher dollar value. Money credited to
Your Account does not accrue interest.
In the event of a Chargeback by a Merchant, Company may recover from You the
corresponding Commission previously credited to Your Account. The Chargeback
Commission will be immediately deducted from Your Account balance. In the event
that Your Account balance is less than the Chargeback Commission, the
Chargeback Commission will be deducted against Your future earnings.
REFERRAL PROGAM
Your Account will be credited for all New Referral Affiliates in accordance
with the terms of the Company referral program. This program currently does
not pay You a commission for each valid click through to Fur Outlet, however
it does pay per New Referred Affiliate, plus 1% of any New Referred Affiliate
earnings for as long as You are an active Affiliate Member of the Service.
SERVICE MAINTENANCE
Company will provide support for the Service as indicated on the Company Web
site.
EMAIL CONTACT
Company reserves the right to send e-mail to You for the purposes of informing
you of applicable changes or additions to the Service or any Company related
products and services.
CHANGES TO THE SERVICE
Company reserves the right to change, modify, add or remove portions of this
Agreement at any time and may add to, change, suspend or discontinue any aspect
of the Service at any time. In the event of any material change, Company will
notify You via e-mail, newsletter or the Company Web site at least 14 days prior
to any such changes taking effect, at which time You may either agree to such
changes or withdraw from the Service.
REGISTRATION
To sign up as an Affiliate Member of Company and to use the Service as an Affiliate
Partner you must be at least 18 (eighteen) years of age.
THE FOLLOWING TYPES OF SITES ARE NOT ALLOWED TO PARTICIPATE IN COMPANY: ADULT
SITES, SITES THAT DISPLAY ADULT BANNERS, SITES THAT PROMOTE VIOLENCE, BIGOTRY,
OR HATRED. SITES THAT PROMOTE ILLEGAL ACTIVITY, including but not limited to
WAREZ, CRACKING, and HACKING SITES.
You agree that You have read the documentation for the Service and understand
its features and rules. As part of the registration process, You will select
an email and password combination that You use to access Your Affiliate Member
area within the Service. You shall provide Company with accurate, complete and
updated
registration information. You may not select the name of another person with
the intent to impersonate that person or deceive members or other users as to
Your true identity.
You agree that Company may rely on any data, notice, instruction or request
furnished to Company by You which is reasonably believed by Company to be genuine
and to have been sent or presented by a person reasonably believed by Company
to be authorized to act on Your behalf.
You shall notify Company by e-mail at info@furoutlet.com of any known or suspected
unauthorized uses of Your Account, or any known or suspected breach of security,
including loss, theft or unauthorized disclosure of Your email and password.
You shall be responsible for maintaining the confidentiality of Your email and
password
and You are responsible for all usage and activity on Your Account, including
use of the account by a third party authorized by You to use Your Account. Any
fraudulent, abusive or otherwise illegal activity may be grounds for termination
by Company and referral to the appropriate law enforcement agencies.
ACCEPTED USE OF THE SERVICE
You represent to Company that all content You provide to the Service is solely
owned by You or provided by You with the express authority of the company You
represent, does not infringe upon any other individual's or organization's rights
(including, without limitation, intellectual property rights) and is not defamatory,
libelous, unlawful or otherwise objectionable. You shall not provide, promote,
distribute, place or otherwise publish as an Affiliate Member of the Service
any content, or Web site that includes content, which is libelous, defamatory,
obscene, pornographic, abusive, fraudulent or violates any law. As Company may
not review all information provided by You, You shall remain solely responsible
for Your content and Web site. As an Affiliate Member, You may not artificially
inflate traffic counts to Merchant site(s) using any device, program, robot
or other means, including but not limited to JavaScript pop-up windows and redirects.
You may not click on Your own banners and/or links or submit multiple leads
to Your Merchant partners. Links may not be placed in newsgroups, unsolicited
e-mail, banner networks, counters, chatrooms or guestbooks. Any Link placed
must be done in such a way that it is not misleading to any Visitor and done
with the intention of delivering valid sales, leads, or clicks to the related
Merchant for that Link. Points or reward programs for pay-per-click or pay-per-lead
programs are not allowed
unless specifically approved by the Merchant.
COMPANY RESERVES THE RIGHT TO DEEM ANY SITE INAPPROPRIATE AND TERMINATE THE
SITE AS A MEMBER OF COMPANY. If You are terminated from the Service, Company
has the right to withhold money You earned within the Service or money that
You owe within the Service and You will not be allowed to re-join Company.
LIMITED WARRANTY
The Service, its operation, its use and the results of such use shall be performed
in a workmanlike manner. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE
LAW, COMPANY DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE, IN RELATION TO THE SERVICE, ITS USE AND THE RESULTS OF SUCH USE. WITHOUT
LIMITING THE FOREGOING, COMPANY SPECIFICALLY DISCLAIMS ANY WARRANTY (A) THAT
THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, (B) THAT DEFECTS WILL BE CORRECTED,
(C) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (D) THAT THE SECURITY
METHODS EMPLOYED WILL BE SUFFICIENT, OR (E) REGARDING CORRECTNESS, ACCURACY,
OR RELIABILITY. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES
SO THE ABOVE
EXCLUSION MAY NOT APPLY TO YOU.
The Merchant will make reasonable commercial efforts to keep its transaction
service operational during normal business hours. However, certain technical
difficulties may, from time to time, result in temporary service interruptions.
Affiliate understands and acknowledges that it is normal to have a certain amount
of system downtime and further agrees not to hold the Merchant liable for any
of the consequences of such interruptions. MERCHANT SHALL HAVE NO LIABILITY
FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF ANY WEB SITE
OF AFFILIATE OR AFFILIATE CUSTOMER DATA FILES OR SYSTEMS OR PROGRAMS THROUGH
ACCIDENT, FRAUDULENT MEANS OR DEVICES. MERCHANT SHALL HAVE NO LIABILITY WITH
RESPECT TO MERCHANT OBLIGATIONS HEREUNDER OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY,
SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF MERCHANT HAS BEEN NOTIFIED
OF SUCH DAMAGES. ANY LIABILITY OF MERCHANT HEREUNDER SHALL BE LIMITED TO THE
REVENUE EARNED BY MERCHANT AS A DIRECT RESULT OF THIS AGREEMENT.
LIMITATION OF LIABILITY COMPANY OR ITS SUPPLIERS OR RESELLERS OR MERCHANTS
SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THE USE
OF OR INABILITY TO USE THE COMPANY SERVICE OR ANY INFORMATION PROVIDED ON THE
COMPANY WEB SITE OR ANY OTHER HYPERLINKED WEB SITE, INCLUDING, WITHOUT LIMITATION,
DAMAGES FOR LOSS OF GOODWILL, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS
OF PROGRAMS OR OTHER DATA, EVEN IF COMPANY OR A COMPANY AUTHORIZED REPRESENTATIVE
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) ANY CLAIM ATTRIBUTABLE
TO ERRORS, OMISSIONS OR
OTHER INACCURACIES IN THE WEB SITE OR ANY HYPERLINKED WEB SITE. BECAUSE SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL
DAMAGES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, COMPANY'S
LIABILITY IS LIMITED TO THE SMALLEST AMOUNT PERMITTED BY LAW. THIS PARAGRAPH
WILL SURVIVE THE FAILURE OF ANY EXCLUSIVE OR
LIMITED REMEDY.
You agree that Company, although the provider of the Service, has no responsibility
or liability as a result of Your placement of authorized Links from Your Web
site, and You, and the Merchant, jointly and severally agree to indemnify, defend,
and hold harmless Company and its affiliates, officers, directors, employees
and agents from and against any and all liability, claims, losses, damages,
injuries or expenses (including reasonable attorneys' fees) directly or indirectly
arising from or relating to any offer or any other matter related to this Agreement
or the subject matter hereof and any dispute relating thereto.
Company agrees to indemnify, defend, and hold harmless Affiliate and its affiliates,
officers, directors, employees and agents from and against any and all liability,
claims, losses, damages, injuries or expenses (including reasonable attorneys'
fees) directly or indirectly arising from or relating to Company's negligence
or willful misconduct in performance of the Services or its breach of this Agreement.
NON-DISCLOSURE
Company acknowledges that in the course of this Agreement it shall have access
to confidential and proprietary information ("Confidential Information")
of Your company. Company agrees not to disclose or disseminate the Confidential
Information without Your prior express written consent. The term "Confidential
Information" shall not include information that is or becomes part of the
public domain through no action or omission of Company, that becomes available
to Company from third parties without knowledge by Company of any breach of
fiduciary duty, or that Company had in its possession prior
to the date of this Agreement.
Company does not collect information about a Merchant’s customer transactions,
other than what is passed to us through the installed tracking code and displayed
on Your own transaction reports. Any information we receive is used solely for
tracking and Commission payment purposes. Company reserves the right to be able
to utilize this data in aggregate to analyze Service trends, monitor Service
efficiencies, and perform such other analysis as Company deems appropriate.
OWNERSHIP AND LICENSES
You, the Affiliate, are granted a non-exclusive, limited, revocable right to
use Merchant provided trademarks and banners. All images, technology and content
provided for Your use is and shall remain the sole property of the Merchant,
and no part thereof shall be deemed assigned or licensed to You except as explicitly
provided for herein.
All intellectual property rights, including trademarks, copyrights, patent rights
or applications, tradenames and service marks related to the foregoing shall
remain the Merchant’s sole property, including rights in and to any derivatives
thereof. You may not modify the trademarks, banners, the content or any of the
images provided to You
in any way.
All images, technology and content provided to You by a Merchant is and shall
remain the Merchant’s sole property and no part thereof shall be deemed
assigned or licensed to You except as explicitly provided for herein. All intellectual
property rights, including trademarks, copyrights, patent rights or applications,
trade names and service marks related to the foregoing shall remain the Merchant’s
sole property, including rights in and to any derivatives thereof. You may not
modify the Merchant’s trademarks, banners, the content or any of the provided
images in any way. You shall use the marks exactly in conformance with the Merchant’s
trademark usage policies as communicated to You from time to time. A Merchant
Member may immediately terminate Your license to use the marks if the Merchant
reasonably believes that such use dilutes, tarnishes or blurs the value of their
marks. You acknowledges that Your use of the marks will not create in You, nor
will You represent that You have, any right, title or interest in or to the
marks other than the license granted by the Merchant above. You will not challenge
the validity of or attempt to register any of the marks or Your interest therein
as a licensee, nor will You adopt any derivative or confusingly similar names,
brands or marks or create any combination marks with the marks. You acknowledge
the Merchant’s ownership and exclusive right to use the marks and agree
that all goodwill arising as a result of the use of the marks shall inure to
the benefit of the Merchant.
REPRESENTATIONS
Company makes no representations whatsoever about any other Web site which You
may access through the Service. In addition, a link to a non-Company Web site
does not mean that Company endorses or accepts any responsibility for the content
or the use of such Web site.
NONASSIGNABILITY
Affiliate or Company may assign this Agreement to any successor or affiliate
upon notice to the other party and mutual agreement between both parties.
FORCE MAJEURE
Neither party shall be liable hereunder by reason of any failure or delay in
the performance of its obligations hereunder on account of strikes, shortages,
riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental
action, labor conditions, earthquakes or any other cause which is beyond the
reasonable
control of such party.
JURISDICTIONAL ISSUES
Information Company publishes on the Service may contain references or cross
references to Company's programs or services that are not announced or available
in Your jurisdiction. Such references do not imply that Company intends to announce
such programs or services in Your jurisdiction. Except as described otherwise,
all materials on the Service's site are made available only to provide information
about Company. Company controls and operates its site from its offices in the
United States of America and makes no representations or warranties that these
materials are appropriate or available for use in other locations, and access
to them from territories where their contents are illegal is prohibited. If
You use Company's site from other locations, You are responsible for compliance
with applicable local laws. This Agreement shall be governed by New Jersey law
(except for conflict of law provisions). The exclusive forum for any actions
brought in connection with this Agreement shall be in the state and federal
courts in and for the State of New Jersey, USA and You consent to such jurisdiction.
The application of the United Nations Convention on the International Sale of
Goods is expressly excluded.
MISCELLANEOUS
This Agreement represents the complete agreement concerning this license and
may be amended only by a writing executed by both parties. THE ACCEPTANCE OF
ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT
TO THE TERMS SET FORTH HEREIN, AND NOT THOSE IN YOUR PURCHASE ORDER. If any
provision of this Agreement is held to be unenforceable,
such provision shall be reformed only to the extent necessary to make it enforceable.
AFFILIATE PROGRAM
1. Advertisement. Website Owner will post at his/her website an advertisement
of Advertiser's (Fur Outlet, inc) design and specification (the "Advertisement").
Website Owner will post the Advertisement as specified by Advertiser with no
changes in content, appearance, design, format or specification. Website Owner
will remove the Advertisement from the website at Advertiser's request at any
time for any reason.
2. Payment to Advertiser. In full consideration for Website Owner's posting
of the Advertisement, Advertiser agrees to pay Website Owner as follows:
(a) Internet Final Sales. Advertiser will pay to the Website Owner three percent
(3%) of the internet retail selling price of each item of Advertiser's merchandise
sold to customers who use the hyperlink from the Advertisement to access Advertiser's
website, and not subsequently returned or canceled ("Internet Final Sales").
(b) Payment Schedule. Advertiser will make quarterly payments, on or around
Feb 15, May 15, August 15, and November 15. Each payment will be accompanied
by a statement showing Advertiser's calculations in reasonable detail. Advertiser
may withhold thirty percent (30%) of each payment in anticipation of subsequent
returns and cancellations, and the amount so withheld will be paid with the
next payment. Advertiser may withhold payment until payment is equal or greater
than $250.
3. Advertiser's Proprietary Information. The advertising copy, graphics and
the copyright in them will remain the sole property of Advertiser. Website Owner
agrees that by posting Advertisement it acquires no rights in any trademark
or other intellectual property owned or used by Advertiser. Any rights arising
from use of Advertiser's trademarks pursuant to this Agreement inure to Advertiser's
benefit.
4. General. This Agreement will benefit and bind the parties and their respective
successors and assigns, contains a complete statement of all arrangements between
the parties relating to its subject matter, and supersedes all existing Agreements
between them relating to its subject matter. This Agreement may not be changed
orally. The failure of a party to insist upon strict adherence to any term of
this Agreement on any occasion will not be construed a waiver or deprive that
party of the right thereafter to insist upon strict adherence to that term or
any other term of this Agreement. All waivers must be in writing. Neither party
will be considered as, or hold itself out to be, an agent of the other party,
and neither party may act for or bind the other party in any dealings with a
third party. The headings in this Agreement are solely for convenience of reference
and will not affect its interpretation. This Agreement will be governed by and
construed in accordance with the internal substantive laws of the State of New
Jersey. This Agreement may be terminated by either party, upon thirty days written
notice.
5. Digital Signatures. Assent to this Agreement, and notices given pursuant
to this Agreement, by digital signature will constitute a "signature"
as interpreted under the New Jersey Uniform Commercial Code and will be binding
on both parties.