Affiliate Agreement
This
agreement contains the complete terms that apply to your
participation as an Affiliate in the Flagline.com Affiliate
Program, and the establishment of links from your Affiliate Web site
to Flagline.com.
This is a legal agreement between you
and Flagline.com. By clicking the "I agree" button at the end of
the Affiliate Program application you are affirmatively stating that you have read,
understand and accept the terms and conditions set forth herein. You
agree to be bound by the terms hereof.
In connection with
your participation in the Affiliate Program, you and Flagline.com
agree as follows:
1. Enrollment in the Affiliate
Program
To begin the enrollment process, you must submit
a complete Affiliate Program application via our Web site. We will
evaluate your application in good faith and will notify you of your
acceptance or rejection in a timely manner. We may reject your
application if we determine (in our sole discretion) that your site
is unsuitable for the Affiliate Program for any reason. Our criteria
for deeming a site unsuitable include, but are not limited to,
inclusion of content that is in any way unlawful, offensive,
profane, harmful, threatening, defamatory, discriminatory, obscene
or harassing; or ethically, racially, or otherwise objectionable.
Additional criteria include facilitation of illegal activity;
promotion or depiction of sexually explicit, obscene or pornographic
images; promotion of violence; promotion of discrimination based on
sex, race, religion, nationality, disability, sexual orientation, or
age; incorporation of materials which infringe on or assist others
to infringe on any copyright, trademark, or property rights; and
promotion of politically sensitive or controversial issues.
Flagline.com reserves the right to terminate this Agreement in
the event that any restricted content is incorporated on the
Affiliate's site after acceptance of your application and
commencement of the term of this Agreement.
Flagline.com
reserves, in its sole discretion, with or without reason, the right
to accept or reject an application into the Flagline.com
Affiliate Program. If we reject your application, you are welcome to
reapply to the Affiliate Program at any time.
2. Our
responsibilities
We will be responsible for providing
all information necessary to allow you to make appropriate links
from your site to Flagline.com. We will process all orders placed by customers
who follow the links from your site to Flagline.com. We reserve
the right to reject orders that do not comply with certain
requirements that we may establish periodically. We will be solely
responsible for all aspects of order processing and fulfillment,
including order entry, payment processing, shipping, cancellations,
returns and any related customer service. You acknowledge that all
agreements relating to customer sales shall be entirely between the
customer and us.
3. Responsibilities of Affiliate sites
As an Affiliate site, you will receive from us banners,
buttons, icons, text links, advertisements for our site, and logos
and words identifying Flagline.com. You may display these links
on your site, subject to the terms and conditions hereof. You may
post as many links to the Required URLs and the rest of our site as
you like. The position, prominence, and nature of links on your site
to Flagline.com shall comply with any requirements specified by
us, but otherwise are solely at your discretion. You shall not
alter, modify or expand the links in any way without our written
consent. Links from your site to Flagline.com will in no way
alter the look, feel or functionality of our site. We have the right
to monitor your site at any time and to determine in our sole
discretion whether you are in compliance with this Agreement; we
must approve all links to Flagline.com. You agree to cooperate
with Flagline.com in establishing and maintaining such links. You
will only use product descriptions provided by or approved in
writing by Flagline.com.
4. Opportunities for
Affiliate sites
As an Affiliate site, you will be
entitled to participate in and promote on your site any
contests and special promotions we may offer, and in connection
therewith, we shall make such contests and promotions available to
users of your site. You will be entitled to earn commissions as set
forth in the sections below.
5. Determining
commissions
For each qualifying sale on Flagline.com,
the Affiliate will earn a commission calculated in accordance with
the schedule set forth below:
| Basic Commission Rate |
10% |
Only
Flagline.com products that are sold by us, purchased by users
pursuant to a link on your site, shipped by us, and for which we
have received full payment will qualify you for a commission.
Commission rates will be based on the aggregate amount actually paid
to us for qualifying purchases of Flagline.com products,
excluding amounts collected by us for sales taxes, duties, gift
wrapping, shipping, and similar charges, amounts due to credit card
fraud and bad debt, and credits for returned goods. All available
items on our site will be included in the computation of net sales,
regardless of whether the item is stocked or special-ordered.
Commission rates on all products merchandised on Flagline.com,
including gift items, luggage, maps and guidebooks, travel
necessities, and other items will be equal to 10% of net sales for
qualifying purchases pursuant to links on your Web site. Third party
products that are advertised on Flagline.com but not sold or
fulfilled by Flagline.com are exempt from any commission payments
and are not offered for placement by the Flagline.com Affiliate
Program.
6. Payment of commissions
When the
total amount of commissions due to you (based on section 5 above)
exceeds twenty-five dollars ($25) for all items, we will send a
commission check for the applicable commission (less any taxes
required to be withheld under applicable law) and a statement of
activity to you. Such commission checks and statements of activity
will be sent approximately thirty (30) days after the end of the
calendar quarter.
7. Sales tracking and reporting
Flagline.com will be solely responsible for tracking
sales made to customers who follow Affiliate's Flagline.com
links. Affiliate will be solely responsible for ensuring that its
Flagline.com links are formatted properly and maintained in a
manner which allows Flagline.com to track such sales. No
commission shall be paid if the customer cannot be tracked by
Flagline.com's system or if the customer accesses the
Flagline.com other than through the Affiliate's Flagline.com
links. Flagline.com will provide Affiliate with statements of
qualifying sales activity at the time the commissions are paid.
8. Returns and cancellations
If a product for
which a commission has been paid is subsequently returned by the
customer, Flagline.com may, at its option, deduct the amount of
the previously paid commission from Affiliate's next commission
payment or bill the Affiliate directly. Returns are strictly based
on product shipped back or from Flagline.com. No refunds will be
made unless the product in question shows proof of delivery. If an
order is cancelled prior to being shipped from Flagline.com,
Affiliates may not receive a commission.
9. Policies and
pricing
Customers who make purchases from
Flagline.com through the Affiliate Program will be deemed to be
customers of Flagline.com. Accordingly, all of our 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. We
will determine the prices to be charged for Flagline.com products
sold through the Affiliate Program in accordance with our own
pricing policies. Prices and availability of Flagline.com
products may vary from time to time. Because price changes may
affect the prices of our products that you list on your site, you
may not include price information in your product descriptions for
products offered by the Flagline.com Affiliate Program. We will
use commercially reasonable efforts to present accurate information,
but we cannot guarantee the availability or price of any particular
product. Refer to our Privacy
Policy page for more information.
10. Commercial
use
This program is intended for commercial use only.
Commissions are payable for qualifying sales to third parties who
access the Flagline.com catalog through the Flagline.com link
located on Affiliate's sponsoring Web site. Affiliates who use this
program to purchase products for their own use are not in violation
of the Agreement.
11. Publicity
You shall not
create, publish, distribute or permit any written material that
makes reference to us without first submitting such material to us
and receiving our written consent, which we agree will not be
unreasonably withheld.
12. Licenses and use of Flagline.com
logos and trademarks
We grant
you a non-exclusive, non-transferable, and revocable right to access
our site through the links solely in accordance with the terms of
this agreement, and to use the Flagline.com
trademark, logo, and similar identifying material (the "licensed
materials") for the sole purpose of selling Flagline.com products
on your site. "You may not alter, modify, or change the logo(s) or
any of the licensed materials in any way or allow third parties to
use the logo(s) or licensed materials. You are entitled to use the
logo(s) and licensed materials to the extent that you are a member
in good standing of the Affiliate Program.
You shall not make
any specific use of any licensed materials for purposes other than
selling Flagline.com products without first submitting a sample
of such and receiving our written consent, which will not be
unreasonably withheld. You agree not to use any licensed materials
in any manner that is disparaging or otherwise portrays us in a
negative light. We reserve all of our rights in the licensed
materials and of our other proprietary rights. We may revoke your
license at any time with written notice.
You grant us a
non-exclusive license to utilize your names, titles, and logos,
which may be amended to advertise, market, promote, and publicize in
any manner our rights hereunder; we shall not be required to so
advertise, market, promote, or publicize. The license shall
terminate upon the effective date of the expiration or termination
of this Agreement.
13. Obligations regarding your
site
You will be solely responsible for the development,
operation, and maintenance of your site and for all the materials
that appear on your site. Such responsibilities include, but are not
limited to, the technical operation of your site and all related
equipment; creating and posting product reviews, descriptions, and
references on your site and linking those descriptions to our
catalogue; the accuracy and propriety of materials posted on your
site (including, but not limited to, all Flagline.com
product-related materials); and ensuring that materials posted on
your site do not violate or infringe upon the rights of any third
party and are not libelous or otherwise illegal.
We disclaim
all liability for such 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.
14.
Term of the agreement
The term of this Agreement will
begin upon our acceptance of your Affiliate 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 written or email notice of termination. You
are only eligible to earn commission on sales during the term of
this agreement, and commissions earned through the date of
termination will remain payable only if the related Flagline.com
product orders are not canceled or returned. We may withhold your
final payment for a reasonable time to ensure that the correct
amount is paid. Upon termination of the Agreement, you agree to
destroy or return to Flagline.com all artwork in your possession
pertaining to Flagline.com, and you shall immediately remove from
your site any and all Flagline.com logos, trademarks, links, and
references.
15. Modification
We may modify
any of the terms and conditions in this Agreement at any time in our
sole discretion. You will be notified by email and an updated
version of our Terms and Conditions will be posted on our site.
Modifications may include, but are not limited to, changes in the
scope of available commissions, commission schedules, payment
procedures, and Affiliate Program rules. If any modification is
unacceptable to you, your only recourse is to terminate this
Agreement. Your continued participation in the Affiliate Program
following our posting of a change notice or new agreement on our
site will constitute binding acceptance of the change.
16. Relationship of parties
You and
Flagline.com 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 of the Agreement.
17.
Disclaimers
We make no express or implied warranties or
representations with respect to the Affiliate Program or any
Flagline.com products sold through 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 site will be
uninterrupted or error free, and we will not be liable for the
consequences of any interruptions or errors.
18.
Representations and warranties
You hereby represent and
warrant to us that 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 execution, delivery, and performance by you of this Agreement
and the consummation by you of the transactions contemplated hereby
will not conflict with or violate any provision of law, rule, or
regulation to which you are subject; any order, judgement, or decree
applicable to you or binding upon your assets or properties; any
provision of your by-laws or certificate of incorporation; or any
agreement or other instrument applicable to you or binding upon your
assets or properties.
You are the sole and exclusive owner of
the Affiliate Trademarks and have the right and power to grant us
the license to use your trademarks in the manner contemplated
herein, and such grant does not and will not breach, conflict with,
or constitute a default under any agreement or other instrument
applicable to you or binding upon your assets or properties, or
infringe upon any trademark, trade name, service mark, copyright, or
other proprietary right of any other person or entity.
No
consent, approval, or authorization of, or exemption by, or filing
with, any governmental authority or any third party is required to
be obtained or made by you in connection with the execution,
delivery, and performance of this Agreement or that taking by you of
any other action contemplated hereby.
To the best of your
knowledge, there is no threatened claim, action, or proceeding
against you, or any affiliate of yours, with respect to the
execution, delivery, or consummation of this Agreement, or with
respect to your trademarks, and to the best of your knowledge there
is no basis for any such claim, action, or proceeding.
19. Confidentiality
Except as otherwise
provided in this Agreement or with the consent of the other party
hereto, each of the parties hereby 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 us or you or any of our Affiliates
shall remain strictly confidential and secret. Such information
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. We may deem any information as
confidential during the term of this Agreement.
20.
Limitation of liability
We will not be liable for
indirect, special, or consequential damages or for any loss of
revenue, profits, or data arising in connection with this Agreement
or the Affiliate Program, even if we have been advised of the
possibility of such damages. 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.
21. Service Interruption
Certain technical
difficulties may, from time to time, result in service
interruptions. Affiliate agrees not to hold Flagline.com
responsible for the consequences of such interruptions.
23. 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 Affiliate Program and are not relying on any representation,
guarantee, or statement other than as set forth in this Agreement.
24. Governing Law
This Agreement will be
governed by the laws of the United States and the State of Colorado,
without reference to rules governing choice of laws. Any action
relating to this Agreement must be brought in the federal or state
courts located in Illinois, and you irrevocably consent to the
jurisdiction of such courts. 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 will 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 a
provision or any other provision of this Agreement.
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