AFFILIATE TERMS AND CONDITIONS
Once you are accepted into Prints to Polka Dots Affiliates Scheme, you will be able to participate in the Scheme subject to the terms and conditions of this Agreement. You should also note that if you are accepted to participate and your links are thereafter determined (in our sole discretion) to be unsuitable, we may terminate this Agreement.
TERMS AND CONDITIONS
This Agreement (”Agreement”) is made between Prints to Polka Dots and you (”Affiliate” or “Affiliates”). In consideration of the promises set forth below, we agree as follows:
1. Offers and Engagements.
1.1. Prints to Polka Dots may post on its website offers to pay to Affliates a specified commission in return for certain advertising services leading to a Qualifying Link (defined below). If such offers receive an identification number from Prints to Polka Dots they shall be deemed to be an “Offer” for purposes of this Agreement.
1.2. If an Offer made by one party is accepted by the other party in accordance with the Offer’s terms, an “Engagement” will have been formed. Each Engagement shall have the same identification number as the original Offer that lead to the Engagement and shall be governed by the terms and conditions of this Agreement. However, in the event of any inconsistency between the terms of the specific Engagement and the terms of this Agreement, the terms of the Engagement shall govern.
1.3. At any time prior to an Affiliate providing a Qualifying Link, Prints to Polka Dots may, with or without notice, change, suspend or discontinue any aspect of an Offer or an Engagement. Affiliates agrees to promptly implement any request to remove, alter or modify any images provided by Prints to Polka Dots (including those copied from Prints to Polka Dots website), being used by Affiliate as part of an Engagement.
2. Affiliate’s Responsibilities.
2.1. Affiliates will link to areas within Prints to Polka Dots online store using special URLs specified in the Engagement (the “Required URLs”). Affiliate may post as many links to the Required URLs as it likes on Affiliate’s site, or in appropriate chat rooms and online discussion boards. The position, prominence and nature of links on the Affiliate’s site shall comply with any requirements specified in the Engagement and this Agreement, but otherwise will be in the discretion of Affiliate.
2.2. Affiliates agree not to make any representations, warranties or other statements concerning Prints to Polka Dots site, any of Prints to Polka Dots products or services, or Prints to Polka Dots site policies, except as expressly authorized by the Engagement.
2.3. Affiliates are responsible for notifying Prints to Polka Dots of any malfunctioning of the Required URLs or other problems with Affiliate’s participation in the Engagement. Prints to Polka Dots will respond within reasonable time to all concerns upon written notification by Affiliate.
3.1. Prints to Polka Dots agrees to pay Affiliates the commission specified in the Engagement if Prints to Polka Dots sells to a visitor to Prints to Polka Dots online store (a “Customer”) a product or service that is the subject of the Engagement and if that Customer has accessed and purchased the product or service via a Qualifying Link.
3.2. A “Qualifying Link” is a link from Affiliate’s site, or online reference to Prints to Polka Dots in a chat room or discussion board, or online forum, to Prints to Polka Dots using one of the Required URLs if it is the last link to Prints to Polka Dots that the Customer uses during a Session where a sale of a product or a service to Customer occurs.
3.3. Prints to Polka Dots shall have the sole right and responsibility for processing all orders made by Customers. Affiliate acknowledges that all agreements relating to sales to Customers shall be between Prints to Polka Dots and the Customer.
3.4. All determinations of Qualifying Links and whether a commission is payable will be made by Prints to Polka Dots and will be final and binding on both Prints to Polka Dots and Affiliates. Prices for the products will be set solely by Prints to Polka Dots in its discretion.
4. Ownership and Licences
4.1. Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.
4.2. Prints to Polka Dots grants Affiliates a revocable, non-exclusive, worldwide license to use, reproduce and transmit the name, logos, trademarks, service marks, and associated images provided by Prints to Polka Dots via its website
4.4 Affiliates are prohibited from creating an impression that there is an association or affiliation between Prints to Polka Dots and Affiliates beyond the arrangement outlined in this Agreement.
4.5. Affiliates shall immediately cease using Prints to Polka Dots name, logos, trademarks, service marks, trade dress, proprietary technology and any Creative upon the termination or expiration of this Agreement.
4.6. Affiliates grant Prints to Polka Dots a non-exclusive, worldwide, royalty-free license to use, reproduce and transmit any graphic or banner ad submitted by Affiliate solely for co-branding purposes or as a return link from Prints to Polka Dots site to Affiliate’s site. Prints to Polka Dots will remove such graphic or banner ad upon Affiliate’s request.
5.1 Except as otherwise provided in this Agreement or with our prior written consent, Affiliates agree that all information including, without limitation, the terms of this Agreement, Prints to Polka Dots business and financial information, its customer lists, and its pricing and sales information, shall remain strictly confidential and shall not be utilized, directly or indirectly, by Affiliate 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 Affiliate. Except when required by applicable law, rule, regulation or legal process.
5.2 Prints to Polka Dots shall own and retain all right, title and interest in all names, addresses and other identifying information of customers visiting Prints to Polka Dots site (”Customer Data”) which is collected by Prints to Polka Dots, including without limitation, customers who access Prints to Polka Dots site through Qualifying Links, and Affiliate shall have no right to use any such Customer Data.
6.1. Affiliates agree not to send any email or other form of electronic message or advertisement containing Prints to Polka Dots name, product or service, web site address, metatag or any other type of identifier to any recipient unless the recipient has directly consented to receive such communication from Affiliate or Affiliate has a pre-existing business relationship with the recipient. In addition, Affiliate agrees to provide a recipient of such communication with the ability to “opt out” of further communications from Affiliate.
7.1. Either party may terminate this Agreement at any time, for any reason, provided that they provide at least five day’s prior written notice of such termination to the other party. In addition, Prints to Polka Dots shall be entitled to terminate this Agreement immediately if Affiliate materially breaches or violates any terms or conditions of this Agreement, or if Prints to Polka Dots determines, in its sole discretion, that there are technical or operational issues (e.g. interruptions caused by or shifts in online/Internet technology) that adversely affect compliance with this Agreement, or the orders/referrals were obtained fraudulently or through misrepresentation, in which case Prints to Polka Dots reserves the right to withhold payment of commissions pending an investigation of the suspected fraud or misrepresentation. Termination of this Agreement shall also terminate any outstanding Engagements. However, all rights to payment, causes of action and any provisions, which by their terms are intended to survive termination, shall survive termination of this Agreement.
7.2. This Agreement shall commence as of the date of the affiliates acceptance into the scheme.
8.1. Each party represents to the other that it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby.
8.2. Affiliate represents that: (a) the contents of its website, online discussions and posts do not (i) infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) contain defamatory or libelous material; (iv) contain lewd, pornographic or obscene material; (v) violate any laws regarding unfair competition, antidiscrimination or false advertising; (vi) promote violence or contain hate speech; or (vii) contain viruses, trojan horses, worms, time bombs, or other similar harmful or deleterious programming routines; and (b) that
8.3. EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
9.1. Affiliate agrees to indemnify, defend and hold harmless Prints to Polka Dots and its affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys’ fees) brought by a third party, arising out of a breach, or alleged breach, of any of its representations or obligations herein.
10. Limitation of Liability.
10.1. Except for Section 9.1 (“Indemnification”), in no event shall either party be liable to the other party for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages.
11.1. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.
11.2. Prints to Polka Dots may 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 www.printstopolkadots.co.uk and writing to existing affliates giving you notice of the modification. IF ANY MODIFICATION IS UNACCEPTABLE TO AFFILIATE, ITS ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. AFFILIATE’S CONTINUED COMPLIANCE WITH THIS AGREEMENT FOLLOWING Prints to Polka Dots POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON ITS SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
11.3. This Agreement has been made in and shall be construed and enforced in accordance with the laws of England. Any disputes arising out of this Agreement shall be brought in the English courts.
11.4. This Agreement may be agreed to in more than one counterpart, each of which together shall form one and the same instrument. The parties agree that execution may be achieved in any format convenient to the parties.
11.5. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.