In order to be an authorized member of The Noel Asmar Group Affiliate Program, you (the applicant site) must read and agree to all the terms and conditions outlined in this agreement. Please read this agreement carefully before continuing in the registration process. Registration in the Program Although all website owners and operators are welcome to apply to the Affiliate Program, The Noel Asmar Group reserves the right to reject any application at our sole discretion. Basis for rejection include, but are not limited to, sites that include pornography, hate, 'warez', material that advocates violence or infringes copyright, or any other illegal, offensive or objectionable content. All Affiliate sites must abide by the laws of BC and Canada. Acceptance into the Program If accepted into the Program, you will be given an affiliate link code and instructions on how to link to The Noel Asmar Group. All affiliates must display a banner, logo or text link using the affiliate link code to The Noel Asmar Group in a visible public area of the site. The Noel Asmar Group reserves the right to cancel an Affiliate account at any time for any reason. Linking to The Noel Asmar Group It is important to follow the linking procedure exactly in order for visitors to be accurately tracked. The Noel Asmar Group does not take any responsibility for untracked sales resulting from an improperly formatted link. Requests to use other linking mechanisms aside from the ones given will be considered on a case by case basis. Order Processing The Noel Asmar Group will process orders placed through our site where possible. The Noel Asmar Group reserves the right to reject an order at any time for any reason. The Noel Asmar Group will be responsible for all aspects of order taking and order fulfillment. This includes, but is not limited to, order taking, payments, returns, and customer service. We will track the sales made to customers who purchase products using an affiliate link. You have the option of being notified by email when an order has been placed through a link from your website. Fees The Noel Asmar Group will pay you a referral fee on products sold to third parties. For a product sale to generate a referral fee, the customer must follow a special affiliate link (properly formatted) from your site to either the Noelasmaruniforms.com, Noelasmar.com, AsmarEquestrian.com or Pedicurebowls.com sites; purchase the product; accept delivery of the product at the shipping destination, and remit full payment to us. After ensuring that a visitor has indeed been referred by your website, The Noel Asmar Group will place a "cookie" on a visitor’s computer during their first visit from your website, associating that visitor with your affiliate account. As long as the cookie remains on the visitor’s computer, any order they place in future will generate a referral fee to your account. Gift certificates are not eligible to earn referral fees. Fee Schedule You will earn referral fees based on the sale price of The Noel Asmar Group products, according to fee schedules to be established by us. "Sale price" means the sale price listed in our on-line catalog and excludes costs for shipping, handling, gift-wrapping and similar ancillary services, returns and taxes. The current fee schedule is six percent (6%) of the total sale price. Fee Payment We will pay you referral fees on a quarterly basis. Approximately 30 days following the end of each calendar quarter, you will receive a check for the referral fees earned on products that were shipped during the previous quarter, less any taxes that we are required by law to withhold. However, if the fees payable to you for any calendar quarter are less than $100, The Noel Asmar Group reserves the right to hold those fees until the total amount due is at least $100 or (if earlier) until this Agreement is terminated. Policies and Pricing Customers who buy products through this Program will be deemed to be customers of The Noel Asmar Group without affecting their status as your customer. Accordingly, all The Noel Asmar Group policies and operating procedures concerning customer orders, customer service, and product sales will apply to those customers with respect to their transactions at either Noelasmaruniforms.com, Noelasmar.com, AsmarEquestrian.com or Pedicurebowls.com sites. We may change our policies and operating procedures at any time consistent with applicable laws. For example, we will determine the price(s) 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. We will use commercially reasonable efforts to present current and accurate information, but we cannot guarantee the availability or price of any particular product or the error-free or uninterrupted operation of the The Noel Asmar Group Site. Identifying yourself as an Associate We will provide you with graphic images that you may use to identify your Site as a participant in the Program. In addition, while we request that you identify yourself as a The Noel Asmar Group affiliate, this affiliation may not be promoted by you, the affiliate, in any way whatsoever that falls outside the scope of links described above, without prior approval by The Noel Asmar Group. Such promotions may include, but are not limited to, press releases, marketing materials, media kits, screen shots, graphics altered for co-branding or any other such format. Limited License We grant you a nonexclusive, revocable right to use the links, images and messages we provide for the sole purpose of identifying your site as a The Noel Asmar Group Affiliate site and generating sales. You may not modify any of the links, images, or messages in any way. We reserve all of our rights in the image, the message, 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 notice. Responsibility for Your Site You will be solely responsible for the development, operation, and maintenance of your Site and for all content that appear on your Site. For example, you will be solely responsible for: • The technical operation of your Site and all related equipment; • Ensuring the accuracy of content 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 content posted on your Site is not libelous 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. Terms of the Agreement The terms of this Agreement will begin upon our acceptance of your 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 termination, all The Noel Asmar Group related content and links shall be promptly removed from your Site. You are only eligible to earn referral fees on sales occurring during the term, and fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. In the event overpayment is made by us, you agree to promptly remit such excess payment upon notification by us. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. 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. We will also make commercially reasonable efforts to notify you of such changes prior to implementation. Modifications may include, for example, changes in the scope of available referral fees, 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 NEW AGREEMENT ON OUR SITE AND/OR SENDING YOU THE CHANGE NOTICE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. 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. 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 is we have been advised of the possibility of such damages. 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, 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 REPRESENTATIONS, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. Miscellaneous This Agreement will be governed by the laws of the Canada and the province of BC, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or provincial courts located in BC, Canada 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 or agreement not to enforce your strict performance of any provision of this Agreement in a given instance will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. Guidelines for Using The Noel Asmar Group images and banners. These guidelines apply to your use of The Noel Asmar Group images and banners in content and context that have been approved by us. • You may use The Noel Asmar Group images only for purposes expressly authorized by us. • You may not modify the images in any manner. For example, you may not change the proportion, color, or font of the images. • You may not use the images to disparage The Noel Asmar Group or its products or services. • We reserve the right in our sole discretion to modify these guidelines at any time upon written notice. We reserve the right to take action against any use that does not conform to these guidelines. By applying to the The Noel Asmar Group Affiliate Program and/or by linking to The Noel Asmar Group using an active affiliate link code you are indicating that you have read and accept this agreement New Rule Regarding Prohibited Search Advertising and Keywords “Prohibited Paid Search Placement” – Noel Asmar Group of Companies affiliate program does not allow any means an advertisement that you purchased through bidding on keywords, search terms, or other identifiers (including Proprietary Terms) or other participation in keyword auctions with the sole purpose of capturing traffic intended for Noel Asmar Uniforms. “Proprietary Term” – Noel Asmar Group of Companies prohibits using keywords, search terms, or other identifiers that include the word “Noel Asmar,” “Spa Uniform,” “Hotel Uniform,” “Made for the Way You Move,” “Noel Asmar Uniforms”, “Pedicure Bowls”, “Equestrian Clothing”, “Asmar Equestrian”, or any other trademark or related term to the business conducted by Noel Asmar to capture traffic and referral sales. Noel Asmar Group and its affiliates, Asmar Equestrian, SpaUniforms.com, Noel Asmar Uniforms, and PedicureBowls.com, prohibit search advertising including any variations or misspellings of any of those words. Noel Asmar Group of Companies prohibits use of a “Redirecting Link”, meaning a link that sends users indirectly to the Noel Asmar Group of web properties via an intermediate site or webpage and without requiring the user to click on a link or take some other affirmative action on that intermediate site or webpage. Noel Asmar Group of Companies prohibits using “Search Engine” advertising, meaning Google, Yahoo, Bing, or any other search engine, portal, sponsored advertising service, or other search or referral service, or any site that participates in any of their respective networks.
