OpticsPlanet, Inc. Affiliate Marketing Program
Terms and Conditions
This Affiliate Marketing Agreement (the “Agreement”) contains terms and conditions that apply to your
participation in the OpticsPlanet, Inc. (“OpticsPlanet”) affiliate marketing program (the “Program”).
After receiving your application, OpticsPlanet will notify you of acceptance or rejection in our Program.
OpticsPlanet reserves the right to accept or reject your application in its sole discretion.
Obligations Regarding Your Site
You are solely responsible for, and OpticsPlanet has no liability for, the development, operation, or
maintenance of your website, or for any materials contained on your site.
You agree that your site will not, in any way, copy or resemble the look and feel of any of OpticsPlanet’s
websites, nor will you create the impression that your site is an OpticsPlanet website or is a part of an
OpticsPlanet website, nor will you frame any page on the OpticsPlanet website being viewed by a user of
your site who links to the OpticsPlanet website through a Link.
You agree that your site does not currently contain and will not contain any content, or links to such
material, that is in any way unlawful, harmful, threatening, harassing, defamatory, obscene, or violent.
Unless otherwise approved, you agree that your site is not a coupon website, does not advertise any coupons, and will not in
any way represent that it has any available coupons or coupon codes from OpticsPlanet or its affiliates
(unless provided to your through the Program). Unless otherwise approved, you agree that you will not advertise coupon codes
obtained through any advertising campaign, including, but not limited to, non-affiliate advertising,
customer, email, and paid search, and will not advertise methods for avoiding or working around
requirements of a promotion. You agree that your site will not be misleading as to products or services
available at your website or OpticsPlanet’s websites.
You also agree that your site will not contain any content from OpticsPlanet’s site or any materials that
are proprietary to OpticsPlanet except with OpticsPlanet’s prior written permission, or to the extent that
materials are obtained by you strictly in accordance with the provisions of this Agreement. You agree not
to purchase or otherwise contract with any third party to exploit any of OpticsPlanet’s Intellectual
Property for the purpose of causing the your site to appear as a search result in any search engine or for
any other reason. “Intellectual Property” includes any trademarks, trade names, service marks,
copyrights, patents, logos, moral rights, trade secrets, and other Intellectual Property rights arising under
any law and all related rights.
You agree that your site will not use any form of mass email communication (“spam”) as a marketing tool
for the site or for any other purpose.
In the event your site is or incorporates or utilizes an internet search engine, you agree that no
OpticsPlanet Intellectual Property will appear as search results or will be used as markers or tags or for
any other purpose within the search engine without OpticsPlanet’s prior written approval.
You agree that OpticsPlanet may terminate this agreement at any time without any further liability in the
event of such termination. Further, you agree that OpticsPlanet may adjust the commission structure or void any transaction at any time at its discretion without notice to you.
You represent that the domain(s) submitted in the application process, if approved by OpticsPlanet, shall
be the only domain(s) used for purposes of this Agreement, and OpticsPlanet shall have no obligation to
provide commissions or other compensation of any type for any domains not explicitly approved by
OpticsPlanet in the application process.
You agree that you will not imply or give the appearance that any ongoing or limited OpticsPlanet offer
requires clicking from your Website to redeem such offer. You agree to comply with all applicable laws,
regulations and guidelines pertaining to affiliate marketing, endorsement, and testimonials; including but
not limited to; disclosures, disclaimers and privacy laws and regulations.
Modification
OpticsPlanet may modify any of the terms and conditions contained in this Agreement at any time at
OpticsPlanet’s sole discretion. Modifications may include, but are not limited to, changes in the scope of
available commissions, commission payment schedules, payment procedures, and any program rules. If
any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your
continued participation in the Affiliate Program following our posting of a change notice or new
agreement will constitute binding acceptance of the change.
Indemnification and Limitation of Liability
Affiliate will hold harmless and indemnify OpticsPlanet against any claims, damages, losses, liabilities
or other costs, including attorney’s fees and costs, incurred by, arising out of or in conjunction with a breach
of this Affiliate Agreement, any content on Affiliate’s website(s), or any acts or omissions of Affiliate.
NEITHER OPTICSPLANET, INC. NOR ITS SUPPLIERS WILL BE LIABLE FOR ANY DIRECT,
INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF
REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT,
AFFILIATE PROGRAM OR ANY OTHER REASON EVEN IF ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES, AND YOU WAIVE ALL RIGHTS TO ANY CLAIMS FOR ANY SUCH
DAMAGES. FURTHER, THE AGGREGATE LIABILITY OF OPTICSPLANET, INC. AND ITS
SUPPLIERS WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM OR ANY
OTHER REASON WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO
YOU UNDER THIS AGREEMENT.
OpticsPlanet shall not be liable for any duplicate commissions if you use or subscribe to any other
affiliate programs.
Uncontrollable Circumstances
OpticsPlanet’s performance under this Agreement shall be excused to the extent that its performance is
hindered, delayed or made commercially impractical by causes beyond its reasonable control.
Policies/Pricing/Product Descriptions
Customers who buy products from the OpticsPlanet website through the Affiliate Program will be
deemed to be customers of OpticsPlanet. Accordingly, all of OpticsPlanet rules, policies and operating
procedures concerning customer orders, including, but not limited to, customer service, privacy, and
OpticsPlanet product sales will apply to those customers. All orders for products sold by OpticsPlanet, Inc.
are subject to acceptance at Principal’s headquarters at 3150 Commercial Ave. Northbrook, Illinois 60062
OpticsPlanet may change OpticsPlanet’s policies and operating procedures at any time. For example,
OpticsPlanet will determine the prices to be charged for products sold by the Optics Planet’s website
under the Affiliate Program in accordance with OpticsPlanet pricing policies. Prices and availability of
products on the OpticsPlanet website may vary from time to time, and the availability and price of any
particular product cannot be guaranteed.
Publicity
You shall not create, publish, distribute, or permit any written material that makes reference to
OpticsPlanet or any type of relationship with OpticsPlanet without first submitting such material to
OpticsPlanet and receiving OpticsPlanet’s written consent.
License
UPON ACCEPTANCE TO THE PROGRAM, OPTICSPLANET GRANTS YOU A NON-EXCLUSIVE,
NON-TRANSFERABLE, REVOCABLE RIGHT TO (i) ACCESS OPTICSPLANET’S WEBSITE
THROUGH THE LINKS SOLELY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT
AND (ii) SOLELY IN CONNECTION WITH SUCH LINKS, TO USE THE
OPTICSPLANET TRADEMARK AND LOGO AND SIMILAR IDENTIFYING MATERIAL
RELATING TO OPTICSPLANET BUT ONLY IN THE FORMS THAT OPTICSPLANET PROVIDES
TO YOU (COLLECTIVELY, THE "LICENSED MATERIALS"), FOR THE SOLE PURPOSE OF
LINKING YOUR SITE TO OUR SITE, WHERE YOUR USERS CAN PURCHASE PRODUCTS
FROM THE OPTICSPLANET WEBSITE. YOU MAY NOT ALTER, MODIFY, OR CHANGE THE
LICENSED MATERIALS IN ANY WAY. OPTICSPLANET RESERVES ALL OPTICSPLANET’S
RIGHTS IN THE LICENSED MATERIALS. YOU ACCEPT THESE RIGHTS AND LICENSES
SUBJECT TO THE TERMS AND CONDITIONS IN THIS AGREEMENT.
You acknowledge OpticsPlanet’s ownership in its Licensed Materials, agree that you will not do anything
inconsistent with OpticsPlanet’s ownership and that all of your use of the Licensed Materials will inure
to the benefit of and are on behalf of OpticsPlanet and agree to assist OpticsPlanet in recording this
Agreement with appropriate government authorities. You agree that nothing is this Agreement gives you
any right, title or interest in the Licensed Materials other than the right to use the Licensed Materials in
accordance with this Agreement. You also agree that you will not attack the title of OpticsPlanet to the
Licensed Materials or the validity of the Licensed Materials or this Agreement.
You agree that the nature and quality of all services provided by you in connection with this Agreement
and all related advertising and promotional uses shall conform to high standards of quality and will not
impugn the goodwill of OpticsPlanet or the Licensed Materials. You agree not to use the Licensed
Materials in any manner that is disparaging or that otherwise portrays us in a negative light.
You agree to use the Licensed Materials only in the form and manner and with appropriate legends as
provided from time to time by OpticsPlanet and not to use any other trademark or service mark in
combination with the OpticsPlanet trademark or name.
You agree to not use, register or seek to register any trademark, service mark or domain name that
contains the words "OpticsPlanet" or any other OpticsPlanet Intellectual Property, or any variations or
misspelling of them, or is any way confusingly similar to "OpticsPlanet" or any other OpticsPlanet mark.
If you do, you agree to transfer the registrations, at your expense, to OpticsPlanet at OpticsPlanet’s
request and to cooperate by providing any information, signing any documents and providing appropriate
authorizations necessary to accomplish the transfer. If you fail to cooperate, you hereby authorize
OpticsPlanet to sign appropriate documentation on your behalf in order to affect the transfer.
You are only entitled to use the Licensed Materials to the extent that you are a member in good standing
of the Affiliate Program. OpticsPlanet may revoke your license at any time in OpticsPlanet’s sole
discretion. If OpticsPlanet revokes your license, you must immediately discontinue all use of the Licensed
Materials.
You grant to us a non-exclusive license, for the term of this Agreement, to utilize your names, titles, and
logos, as the same may be amended from time to time to advertise market, promote, and publicize in any
manner OpticsPlanet’s rights hereunder; provided, however, that OpticsPlanet shall not be required to so
advertise, market, promote, or publicize.
Confidentiality
For the purposes of this Agreement, “Confidential Information” shall include: (a) the existence, terms and
conditions of this Agreement; and (b) any technical, operational, financial, business information whether
in written, graphic, electromagnetic, verbal or other form (including but not limited to specifications,
prototypes, software, models, drawings, techniques, methods, marketing plans, business opportunities,
customer lists, personnel data, research and development activities, know-how, suppliers, finances,
operations, sales plans, technology, product information, product specifications, trademarks, logo, and
third party information), that (i) the disclosing party marks or otherwise designates as "Confidential" or
"Proprietary" or the like, or (ii) would be considered a trade secret of the disclosing party under normal
international trade practice, or (iii) should reasonably be (or have been) understood by the receiving party
(because of legends, markings, the circumstances of disclosure or the nature of the information itself) to
be proprietary and/or confidential to the disclosing party, an affiliate of the disclosing party or a third
party.
Confidential Information does not include information that is: (u) rightfully in the receiving party's
possession before receipt from the disclosing party; (v) in the public domain without the fault of the
receiving party; (w) received by the receiving party from a third party to the extent such third party
permits use beyond the scope of this Agreement; (x) disclosed by the disclosing party to a third party
without a duty of confidentiality; (y) independently developed by the receiving party; or (z) disclosed by
the receiving party with the disclosing party's prior written consent.
The receiving party is only permitted to disclose the Confidential Information: (a) to those employees
who (i) have a need to know the Confidential Information, and (ii) are bound by confidentiality
obligations at least as restrictive as those set forth in this Agreement; or (b) as may be required by law and
compelled by an order issued by a court of competent jurisdiction, provided that the receiving party will
provide the disclosing party with prompt advance written notice so that it may seek an appropriate
protective order or reliable assurance that confidential treatment will be accorded all Confidential
Information. The receiving party shall hold the Confidential Information in confidence and shall use the
same degree of care that it uses to protect its own confidential information (but in no event less than a
reasonable degree of care) to prevent unauthorized use or disclosure of the Confidential Information. The
receiving party will be liable for all acts and omissions of its employees, agents and subcontractors
regarding this Agreement.
The disclosing party shall retain all right, title and interest in and to its Confidential Information. The
receiving party shall acquire no right, title, interest or license in or to the disclosing party’s Confidential
Information, except as expressly agreed by the parties in writing. Neither party shall reverse engineer,
disassemble or decompile any prototypes, software or other tangible objects that embody the other party’s
Confidential Information, and that are provided to the party in accordance with this Agreement.
This Agreement shall neither impose nor be deemed to impose any obligation on either of the parties to:
(a) purchase, sell, license, transfer, exchange or otherwise use any information, technology, products or
services; (b) commence or continue any discussions or negotiations; (c) refrain from engaging in any
business whatsoever; or (d) refrain from commencing or continuing any discussions, negotiations or
agreements with any third party. Each party will be solely responsible for its own cost and expenses that
are incurred in connection with this Agreement and the preparation of any written agreement relating to
the subject matter hereof.
Independent Relationship
This Agreement does not create any employment, agency or partnership relationship between the parties.
Each party is engaged in an independent business and will perform its obligations under this Agreement
as an independent contractor.
Governing Law
The internal, substantive laws of the State of Illinois of the United States of America shall govern all
aspects of this Agreement. The parties shall submit all disputes which arise under this Agreement to state
or federal courts located in the City of Chicago, Illinois, U.S.A. for resolution. The parties acknowledge
that such courts shall have exclusive jurisdiction over this Agreement, and specifically waive any claims
which they may have that involve jurisdiction or venue, including, but not limited to, forum non
conveniens. Service of process for any claim which arises under this Agreement shall be valid if mailed
to the party being served, by first class air mail, Federal Express, UPS, or another overnight carrier.
