This Agreement contains the complete terms and conditions that apply to an
individual's or entity's participation in the PhotoThrow.com Affiliates Program
(the "Program"). As used in this Agreement, "we" means PhotoThrow.com, and "you" means
the applicant. "Site" means a World Wide Web site and, depending on the context,
refers to any site that you will link to our site (and which you will identify
in your Program application).
Enrollment in the Program
To begin the enrollment process, you will submit a complete Program application via our site. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include those that:
If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement.
Links on Your Site
Once you have been notified that your site has been accepted into the Program, we will provide you with guidelines and graphical artwork to use in linking to our home page. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with special "tagged" link formats to be used in all links between your site and our site. You must ensure that each of the links between your site and our site properly utilizes such special link formats. Links to our site placed on your site pursuant to this Agreement and which properly utilize such special link formats are referred to as "Special Links." You will earn referral fees only with respect to activity on our site occurring directly through Special Links; we will not be liable to you with respect to any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.
Referral Fee Schedule
You will earn referral fees based on Qualifying Revenues according to referral
fee schedules to be established by us. "Qualifying Revenues" are revenues derived
by us from approved sales. The current referral fee schedule is 20% per approved
sale. The sale amount is the total amount before taxes and shipping.
Referral Fee Payment
We will pay you referral fees on a monthly basis. Approximately 5 business days following the end of each calendar month, we will send you a payment for the referral fees accrued 30 days or more prior to that month, however, if the referral fees payable to you for any calendar month are less than USD$50.00, we will hold payment until the total amount due is at least USD$50.00 or (if earlier) until this Agreement is terminated. In calculating referral fees, we will deduct the corresponding referral fee from your next monthly payment if a Product that generated a referral fee is returned by the customer. If there is no subsequent payment, we will send you a bill for the referral fee. If payment is via check, we will also deduct a USD$2.00 check fee from each check as a processing fee.
Limited License
We grant you a nonexclusive, revocable right to use the graphic image and text
and such other text or images for which we grant express permission, solely for
the purpose of identifying your site as a Program participant and to assist in
generating Qualified Prospect Signups. You may not modify the graphic image or
text, or any other of our images, in any way. We reserve all of our rights in
the graphic image and text, any other images, our trade names and trademarks,
and all other intellectual property rights. You agree to follow our Trademark
Guidelines, as those guidelines may change from time to time. We may revoke your
license at any time by giving you written notice.
Term of the Agreement
The term of this Agreement will begin upon our acceptance of your 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 notice of termination. Upon the termination of this Agreement for any
reason, you will immediately cease use of, and remove from your site, all links
to our site, and all PhotoThrow.com trademarks, and logos, and all other materials
provided by or on behalf of us to you pursuant hereto or in connection with the
Program. You are eligible to earn referral fees only on Qualified and approved
Prospect Signups that occur during the term.We may withhold your final payment
for a reasonable time to ensure that the correct amount is paid.
Relationship of Parties
You and we 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 Agreement.
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
or the Program, even if we have been advised of the possibility of such damages.
Further, our aggregate liability arising with respect to this Agreement and the
Program will not exceed the total referral fees paid or payable to you under
this Agreement.
Disclaimers
We make no express or implied warranties or representations with respect to the
Program or any services sold through the Program (including, without limitation,
warranties of fitness, merchantability, non infringement, or any implied warranties
arising out of a 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.
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 PROGRAM
AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN
AS SET FORTH IN THIS AGREEMENT.