This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Eye Select Online Studio Affiliates Program (the "Program"). As used in this Agreement, "we" means Image DisplayWorks.com, and "you" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to ImageDisplayWorks.com's site located at the URL www.imagedisplayworks.com, or to the site that you will link to our site (and which you will identify in your Program application).
1. 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 (at our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include those that:
- Promote violence
- Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
- Promote illegal activities
- Include "Eye Select, Image DisplayWorks, IDW, Make-a-Store" or variations or misspellings thereof in their domain names
- Otherwise violate intellectual property rights
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 (at our sole discretion) to be unsuitable for the Program, we may terminate this Agreement.
2. Links On Your Site
Once you have been notified that your site has been accepted into the Program, you may provide on your site one or more of the following types of links to our site:
- Product Links
- Category Links
- Search Box Link
- General Link To ImageDisplayWorks.com Home Page
We will provide you with guidelines and graphical artwork to use in linking to our home page. To permit accurate tracking, reporting, and commission 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 only earn commission fees 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 which would otherwise be paid to you pursuant to this Agreement. You will, however, earn commission fees with respect to all product purchases on our site once from that "tagged" link.
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. 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. The form, content, and frequency of the reports may vary from time to time at our discretion.
4. Commission Fees
We will pay you commissions on sales through your site, and 5% of sales through your sub-affiliaites on certain Product sales to third parties. For a Product sale to be eligible to earn a commission fee, the customer must follow a Special Link from your site to our site, select and purchase the Product using our automated ordering system, accept delivery of the Product at the shipping destination, and remit full payment to us. YOU MAY NOT SIGN-UP WEBSITES OWNED BY YOU OR BENEFICIALLY OWNED BY YOU AS SUB-AFFILIATES OF ANOTHER WEBSITE YOU OWN. If we determine, at our sole discretion, that you are abusing our two-tier commission structure in the manner stated above, we may (without limiting any other rights or remedies available to us) withhold any commission fees payable to you for sub-affiliate sales under this Agreement and/or terminate this Agreement.
5. Commission Fee Payment
We will pay you commission fees on a monthly basis. 30 days following the end of each calendar month, we will send you a check for the commission fees earned on your sales of Qualifying Products that were sold during that month, less any taxes that we are required by law to withhold. However, if the commission fees payable to you for any month are less than $100.00, we will hold those commission fees until the total amount due is at least $100.00 or (if earlier) until this Agreement is terminated. If a Product that generated a commission fee is returned by the customer, we will deduct the corresponding commission fee from your next monthly payment. If there is no subsequent payment, we will send you a bill for the commission fee.
6. Policies And Pricing
Customers who buy products through this Program will be deemed to be customers of ImageDisplayWorks.com. Accordingly, all of ImageDisplayWorks.com’s 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. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect products that you already have listed on your site, you may not include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product
7. Limited License
We grant you a nonexclusive, revocable right to use the graphic image and text banners and such other images for which we grant express permission, solely for the purpose of identifying your site as a 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. 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. In addition, we grant you a nonexclusive, worldwide right to reproduce and use all graphic images and other materials provided to you, solely for the purpose of creating Links connecting your site to the ImageDisplayWorks.com site and promoting Products for sale. These product images must be served by ImageDisplayWorks.com’s website and cannot be used in any form other than the form provided by ImageDisplayWorks.com.
8. 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, product images from our database, and all ImageDisplayWorks.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 commission fees on our sales of Qualifying Products occurring during the term, and commission fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
9. Modification
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available commission fees, commission fee schedules, payment procedures, and Program rules. In the event of substantive changes to the terms of this agreement, you will be contacted by e-mail. Substantive changes include changes in the commission schedule, sub-affiliate bonus rates, and sub-affiliate commission rates. 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 new agreement on our site will constitute binding acceptance of the change.
10. 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.
11. 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 commission fees paid or payable to you under this Agreement. You hereby agree to indemnify and hold harmless ImageDisplayWorks.com and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (a) any claim that our use of the Affiliates Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (b) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (c) any claim related to your site, including, without limitation, content therein not attributable to us.
12. Disclaimers
We make no express or implied warranties or representations with respect to the Program or any products sold through the 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.
13. 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 WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEBSITE. 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.
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