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Register - step one - terms and conditions
Our Affiliate Program (updated 11/1/07)
Once you fill out our form and agree to this Agreement, you will be able to participate as an affiliate (“Affiliate”) of the Program. As an Affiliate, you will be permitted to establish links from your Web site (“Your Site”) to our Web sites at the locations designated by us (“Our Sites”). We will provide you with the appropriate URL(s) and tracking codes. By establishing links from Your Site to Our Sites, you will have the opportunity to earn commissions on the sales of most of the products displayed on our web sites (collectively, “Products”) when consumers follow the links from Your Site to Our Sites and purchase Our Products.
Applying to Become an Affiliate in the Program
To become an Affiliate in the Program, you must submit a complete Program application via this site. Once in the Program, you sites, and links will be reviewed from time to time. We may reject or ban your site if we determine (in our sole discretion) that Your Site is unsuitable for the Program for any reason (including without limitation, because Your Site contains material that is violent, threatening, harmful, obscene, pornographic, unlawful, discriminatory, defamatory, infringing, harassing, offensive or otherwise objectionable or inappropriate). Even if we accept Your Site, we may later determine (in our sole discretion) that Your Site is unsuitable, in which case we may terminate this Agreement.
Establishing Links from Your Site to Our Sites
Once you have filled out the form and agreed to the terms and conditions of the Program have been notified via email that Your Site has been accepted into the Program, you may begin establishing links from Your Site to Our Sites as described in this paragraph. You may select one or more Products to feature on Your Site. You may change the selection Products featured on Your Site at any time without our approval. For each Product selected by you, you will display on Your Site ONLY the text, graphics, images, logos and other elements designated by us to be used in promoting the Products (“Promotional Materials”). For example, For each Product selected by you, you will provide a link directly from the promotion on Your Site to the product description page or the ordering page of Our Sites using the URL(s) designated by us.
You will be responsible for the maintenance and placement of Promotional Materials on Your Site. You may not alter, modify or change in any way Promotional Materials without our prior written approval, and you will be responsible for any inaccuracies or other changes when posting Promotional Materials on Your Site. We may modify Promotional Materials at any time in our sole discretion, and you will make any such modifications promptly upon our request. You agree to immediately delete or remove Promotional Materials, along with any copies, from Your Site (or any other media under your control) upon our request or upon termination of this Agreement.
You will be responsible for setting up the links connecting Your Site to the ordering page of Our Sites at the URL(s) designated by us, and for ensuring that the links are in good and working order.
Advertising Fees for Qualifying Orders
We will pay you Advertising Fees (“Advertising Fees”) on the sale of Products to consumers if (a) the consumer follows a link from Your Site to the ordering page of Our Sites at the URL designated by us, (b) you correctly use Promotional Materials as designated by us, (c) the consumer purchases Products using the ordering system on Our Sites, (d) the consumer accepts delivery of the Product at the shipping destination, and (e) the consumer remits full payment for Our Products to us (“Qualifying Orders”). If a Qualifying Order that generates an Advertising Fee is returned by the consumer, we will cancel that Advertising Fee and deduct the equivalent amount from your next monthly payment.
You acknowledge and agree that we shall have the right, in our sole discretion to: (i) accept or reject any order for the purchase of Products (no sale of Products shall result except by our acceptance of an order); (ii) suspend or cancel deliveries of Products for any reason which Company deems sufficient; (iii) add, delete or change items of Products from time to time without incurring any liability thereby or any obligation to change or repurchase Products previously sold by us; and (iv) suspend or terminate your account with us for any suspicious or questionable orders generated by you.
Amount of Advertising Fees
We will pay you monthly Advertising Fees based on the qualifying products you have sold. Our current payout is as follows:
All unit sold counts are based on Primary Products only. A Primary Product is the main product being purchased, not including any Upsells. Upsells are products or services offered to the consumer when purchasing the Primary Product. All amounts specified in this Agreement are in United States dollars.
We reserve the right to modify the Advertising Fees that we pay on qualifying products at any time and in our sole discretion by posting a change notice or a new agreement on Our Sites or by sending you a written notice by email or other delivery.
Payment of Advertising Fees
We will pay you the Advertising Fees on a monthly basis. Approximately ten (10) days following the end of each month, we will send you a check for the Advertising Fees earned by you on Qualifying Orders made during the previous month (less any taxes that we are required by law to withhold). However, we reserve the right to withhold any monthly payment that in the aggregate amounts to less than the payment threshold set forth below (“Payment Threshold”), and to continue withholding any quarterly payments until the aggregate amount reaches the applicable Payment Threshold or this Agreement terminates (whichever is earlier).
The Payment Threshold is as follows:
$100.00 per month
We will be responsible for tracking Qualifying Orders made through links from Your Site to Our Sites. We will use commercially reasonable efforts to make available to you reports summarizing this sales activity. The method of delivery, form, content and frequency of these reports may vary from time to time at our discretion. We will give you online access to these reports by designating a URL and assigning you a password. Our records will be the determinative evidence of the Qualifying Orders that entitle you to the Advertising Fees. These reports will be updated in real time.
All orders for Products are forwarded to third party product marketers who are responsible for processing and fulfilling all orders for Products placed by customers who follow links from Your Site to Our Sites as described in this Agreement (including without limitation, preparing order forms, processing payments, shipping Products, cancellations and returns, and handling customer service) (“Product Marketers”). Both we and the Product Marketers reserve the right to reject orders that do not comply with any requirements that may be established from time to time.
Prohibition Against Certain Advertising and Incentive
As an Affiliate in the Program, you expressly acknowledge and agree that you shall not: (i) purchase from any search engine or portal site such as Google, Yahoo, AOL or MSN any advertising using any version of our product name or company URL as a key word or search term; or (ii) promote, advertise or offer any rebates or incentives (monetary or otherwise) to visitors or customers of Your Site for purchasing the Products through the link from Your Site to the ordering page of Our Sites.
Policies, Procedures and Pricing of Our Products
Consumers who buy Products through this Program (regardless of whether the purchase is made through a link on Your Site to Our Sites or directly through Our Sites) will be deemed to be our and our Product Marketers' customers. Accordingly, both our and our Product Marketers' rules, policies and operating procedures concerning customer orders, customer service, and products sales will apply to these customers. Rules, policies and operating procedures may be changed at any time. As an example, prices are set by Product Marketers who retain sole discretion over the prices to be charged for Products that are to be sold as part of this Program in accordance with their own pricing policies and may modify the pricing at any time at their sole discretion. You may not offer any discounts, rebates or premiums that would change the prices of Products as designated by us. The prices and availability of Products may vary from time to time, and we do not guarantee the prices or availability of any of Products.
You agree that we may identify you or Your Site as an Affiliate of the Program as long as you participate in the Program. We may make this identification orally, in writing or electronically, including without limitation, in press releases, public announcements and promotional materials publicizing, advertising or promoting the Program.
You may not issue any press release or public announcement, distribute any marketing or promotional materials or otherwise make any public communications regarding this Agreement or your participation in the Program without our prior written consent or except as expressly permitted in this Agreement.
We grant you a limited, nonexclusive, nontransferable, revocable right during the term of this Agreement to use Promotional Materials described above solely for purposes of establishing links between Your Site and Our Sites in accordance with this Agreement, and any other proprietary materials for which we grant you express permission in writing solely for purposes of your participation in the Program in accordance with the terms of such writing (collectively, “Proprietary Materials”). You may not alter, modify or change any Proprietary Materials in any way. We reserve all rights (including without limitation, copyright, trademark, patent or other intellectual property rights) in all Proprietary Materials. We may revoke your license at any time by giving you written notice.
Responsibility for Your Site
You will be solely responsible for the development, operation and maintenance of Your Site and all materials that appear on Your Site (including without limitation, the technical operation of Your Site and all related equipment used to operate Your Site; creating, posting and maintaining the links from Your Site to Our Sites; the accuracy and appropriateness of materials posted on Your Site (e.g., Promotional Materials); ensuring that materials posted on Your Site do not violate or infringe upon the rights of any third party (e.g., copyrights, trademarks, patents, privacy, publicity or other personal or proprietary rights); ensuring that materials posted on Your Site are not libelous or otherwise illegal).
We specifically disclaim all liability concerning Your Site and all materials that appear on Your Site. You will indemnify and hold us (and our affiliates, subsidiaries and parent company, and their directors, officers and employees) harmless from any and all claims, liabilities, damages, costs and expenses (including without limitation, attorneys fees) relating to the development, operation, maintenance, use, and materials on Your Site.
Term and Termination of the Agreement
The term of this Agreement will begin upon our acceptance of your application to become an Affiliate of the Program and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, for any reason, by giving the other party written notice of termination.
Upon termination of this Agreement for any reason, you will immediately cease any use of, and remove from Your Site, all links to Our Sites and any Proprietary Materials appearing on Your Site, and you will immediately destroy or return any Proprietary Materials within your possession or control.
You are eligible to earn Advertising Fees only on Qualifying Orders we receive during the term of this Agreement, and Advertising Fees earned through the effective date of termination will remain payable only if the applicable Qualifying Orders are neither canceled nor returned. We may withhold your final payment for a reasonable time to ensure that the Advertising Fees we pay to you exclude any canceled or returned Qualifying Orders.
Modifications to this Agreement
We may modify any of the terms and conditions of this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on Our Sites or by sending you a written notice by email or other delivery. Modifications may include (but are not limited to) changes in the scope of available Advertising Fees, the amount of the Advertising Fees, the payment procedures, and rules of the Programs.
If any modification to this Agreement 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 new agreement or our written notice to you will constitute your binding acceptance of the change.
Relationship of the 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.
WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM, ANY OF OUR PRODUCTS, OR ANY OF OUR SITES (INCLUDING WITHOUT LIMITATION, ANY 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 OR WARRANTY THAT THE OPERATION OF OUR SITES OR ORDERING PAGES WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
Limitation of Liability
WE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, FOR ANY LOSS OF PROFITS, REVENUE, DATA OR SERVICES, ARISING IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM, OUR PRODUCTS OR OUR SITES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT, THE PROGRAM, OUR PRODUCTS OR OUR SITES WILL IN NO EVENT EXCEED THE TOTAL ADVERTISING FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.
Governing Law and Jurisdiction
This Agreement will be governed by the laws of the State of California, 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 Los Angeles, California, and you irrevocably consent to the jurisdiction of such courts.
Waiver of Jury Trial
The parties hereby agree to waive their respective rights to a jury trial of any claim or cause of action related to or arising out of this Agreement. The scope of the waiver is intended to be all encompassing of any and all disputes that may be filed in any court and that relate to the subject matter herein, including without limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims. The parties each acknowledge that the waiver is a material inducement for each party to enter into a business relationship, that each party has already relied on the waiver in entering into this Agreement and that each will continue to rely on the waiver in their related future dealings. Each party further warrants and represents that each has had the opportunity to have their legal counsel review the waiver. This waiver is irrevocable, meaning that it may not be modified either orally or in writing, and the waiver shall apply to any subsequent amendments, renewals, supplements or modifications to this Agreement. In the event of litigation, this Agreement may be filed as written consent to a trial by court.
No Adverse Construction
The rule that an agreement is to be construed against the party drafting the agreement is hereby waived by the parties hereto, and shall have no applicability in construing this Agreement or the terms of this Agreement.
Each of the parties acknowledges that it had the right and opportunity to seek independent legal counsel of its own choosing in connection with the execution of this Agreement, and each of the parties represents that it has either done so or that it has voluntarily declined to do so, free from coercion, duress or fraud.
If any legal action or other proceeding is brought for a breach of this Agreement or any of the warranties herein (including, without limitation, each party's respective indemnification obligations set forth herein), the prevailing party shall be entitled to recover reasonable attorneys' fees and other costs incurred in bringing such action or proceeding, in addition to any other relief to which such party may be entitled.
You may not assign this Agreement, by operation of law or otherwise, without our prior written consent, and any attempted assignment in violation of this Agreement shall be null and void. 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 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.
If any provision of this Agreement should, for any reason, be held invalid or unenforceable in any respect, the remainder of this Agreement shall be enforced to the full extent permitted by law. A court of competent jurisdiction is hereby empowered to modify the invalid or unenforceable provision to make it valid and enforceable.
This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous written or oral agreements or representations between the parties. This Agreement may only be modified by a written instrument signed by both parties.
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