This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the
RedlineGoods Affiliate Program, herinafter referred to as "Program" and the establishment of links from your Affiliate web site to the
RedlineGoods Main Home Page at the URL http://www.redlinegoods.com. Please print a copy of this agreement for your records.
Additional information regarding our affiliate program can be found in the
Affiliate Homepage and in
our Affiliate FAQ.
1. Enrollment in the Program
To begin the enrollment process, you must submit a complete Affiliate application via our web site. Your application will be
approved automatically and you will be recognised as an Affiliate
instantaneously.
If we determine (at our sole discretion), at a later date, that your site is unsuitable as one of our Affiliates, for any reason, but not limited to the inclusion of content on your web site that is unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable, we may terminate this Agreement.
2. Promotion of our Relationship
Once you have been notified that your site has been accepted as a
RedlineGoods Affiliate, you may provide on your site, one or more links to our Main Home page at http://www.redlinegoods.com.
We will provide you with guidelines and graphical artwork to use in linking to either of these Home Pages.
To permit accurate tracking, reporting, and referral fee accrual,
we will also provide you with a special linking format 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 this special linking format. Links to our site placed on your site pursuant to this Agreement and which properly utilize the special linking format, are referred to as "special links." You will only earn referral fees with respect to activity on our site occurring directly through these 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.
3. Order Processing
We will process product orders placed by customers who follow special links from
your site to our site. We reserve the right to reject orders that do not comply with any
requirements that we periodically may establish, however those requirements for
Affiliate-generated orders are and will be no different to our standard
procedures. We will be responsible for all aspects
of order processing and fulfillment. Among other things, we will prepare order
forms; process payments, cancellations, and returns; and handle customer
service. We will track sales made to customers who purchase products using
special links from your site to our site and will make available to you
reports summarizing this sales activity. Your
affiliate reports will be made available to you automatically in our affiliate
tracking system, to be accessed at your convenience.
4. Referral Fees
We will pay you referral fees on product sales to third parties. For a product sale to be eligible to earn a referral fee, the customer must follow a special link from your site to our site, select and purchase a product(s) using our automated ordering system, accept delivery of the product at the shipping destination, and remit full payment to us.
Upon entering our site from yours, a cookie is
stored in the customer's computer, therefore each ensuing sale made from that
user account on that computer will result in adequate referral fee being
accrued to your account for a period of 5 years pursuant to the date of the
initial entry through the special link.
4.1. Buy for own use
The Affiliate Program is intended for commercial use, however
you may purchase products through the Program for your own use,
however excessive purchases of such nature, if accompanied by complete lack of
3rd party orders originating from your Affiliate activity, may result (at our
sole discretion) in the withholding of referral fees or the termination of
this Agreement.
4.2. 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 our net sales of qualifying products, excluding costs for shipping, handling,
taxes, service charges, credit card processing fees, and bad debt.
The current referral fee schedule is:
- 10% of qualifying revenues from the sale of product that is listed on our
site or
- 5.2% of qualifying revenues from the sale of product that is
listed on our site plus 5% discount, deducted automatically upon entering our
ordering page, from the customer's product price.
4.3. Referral Fee Payment
We will pay you referral fees on a
monthly basis. Approximately 10 days following
the end of each calendar month, we will send you a
PayPal payment for the referral fees earned
on our sales of qualifying products that were shipped during that quarter, less any taxes
that we are required by law to withhold. However, if the referral fees payable to you
for any calendar quarter are less than $25.00, we will hold those referral fees until the
total amount due is at least $25.00 or (if earlier) until this Agreement is terminated. If a
product that generated a referral fee is returned by the customer, we will deduct the
corresponding referral fee from your next quarterly payment. If there is no subsequent
payment, we will send you a bill for the referral fee.
7. Report of Sales
You will be given a password and have the ability to enter a password-protected site to receive your sales statistics on a daily basis.
8. Policies and Pricing
Customers who buy products through this Affiliate Program will be deemed to be customers of
RedlineGoods.com. Accordingly, all RedlineGoods.com 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 use every reasonable effort to present accurate information, but we cannot guarantee the availability or price of any particular product.
9. Identifying Yourself as an Affiliate
We will make available to you a small graphic image that identifies your site as a
RedlineGoods Affiliate Program participant. You may
display this logo somewhere on your site, with the words,
"RedlineGoods Affiliate" below it, and use the special link format to link to
the RedlineGoods Main Home Page. We may modify the text or graphic image of
this notice from time to time.
10. Limited License
We grant you a nonexclusive, revocable right to use the graphic image and text
described in Section 9 and such other images for which we grant express permission,
solely for the purpose of identifying your site as an Affiliate Program participant and to assist in generating product sales. 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. We may revoke your license at any time by giving you written
30-day notice.
11. Responsibility for Your Site
You will be solely responsible for the development, operation, and maintenance of your
site and for all materials that appear on your site. As an example, you will be solely responsible for the technical operation of your site and all related equipment; the accuracy and appropriateness of materials posted on your site; ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights);
and, ensuring that materials posted on your site are not libellous or otherwise illegal.
We disclaim all liability for these 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.
12. Term of the Agreement
The term of this Agreement will begin upon our acceptance of your
RedlineGoods Affiliate 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
RedlineGoods.com trademarks, trade dress 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 only eligible to earn referral fees on our sales of qualifying products occurring during the
term, and referral fees earned through the date of termination will remain payable only
if the related orders are not cancelled or returned. We may withhold your final payment
for a reasonable time to ensure that the correct amount is paid.
13. Modification
We may modify any of the terms and conditions contained in this Agreement, at any time and at our sole discretion, by posting a change notice on our web site, emailing you such a notice, or, posting a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the program following our posting of a change notice or the posting of a new agreement on our site will constitute binding acceptance of the change.
14. 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 Section.
15. 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.
16. Disclaimers
We make no express or implied warranties or representations with respect to the
Program or any products sold through the RedlineGoods Affiliate Program (including, without limitation, warranties of fitness, merchantability, noninfringement, 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.
17. 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.
18. Miscellaneous
This Agreement will be governed by the laws of the United States and the state of Delaware, 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 Wilmington, Delaware, 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 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
provision or any other provision of this Agreement.
