PILLOW DECOR AFFILIATE AGREEMENTThe term of the Affiliate Agreement shall commence when we accept your Application, and shall end when either party has been notified by any means, including email, of the termination of the Affiliate Agreement. During the term of the Affiliate Agreement you shall display all banners provided by Pillow Decor on your Affiliate Site as a hyperlink to direct Visitors from your Affiliate Site to the Pillow Decor Site, using the distinct URLs supplied exclusively for linking (the "Supplied Banners").The Supplied Banners shall be displayed at least as prominently as any other sales link on the Affiliate Site. If the Affiliate displays or makes accessible to Visitors descriptive information regarding any other banners displayed on the Affiliate Site, the Affiliate shall, subject to Pillow Decor' prior written approval of the content thereof, include similar descriptive information regarding the Supplied Banners.The relationship established by the Affiliate Agreement is non-exclusive; therefore, Pillow Decor shall be entitled to make the Supplied Banners, and any other relevant information, available through any further source, including other Affiliate Sites.For the Affiliate Agreement to be considered "active", it must have generated new, paying customers for Pillow Decor within the previous 90 days. Affiliate Agreements that are not considered "active" may be terminated by Pillow Decor without notice and without compensation.USE OF ADVERTISER CONTENTAs an Affiliate, you will have access through the ShareASale Site to a variety of graphic and textual links ("Link(s)").Pillow Decor hereby grants to the Affiliate the non-exclusive, non-transferable, non-assignable (except as provided below) rights, during the term of the Affiliate Agreement, to use (which shall include the right to copy, transmit, distribute, display and perform both privately and publicly):The Pillow Decor Site name, the Supplied Banners, and other related textual and graphic material (collectively, the "Pillow Decor Material"). The foregoing is made available to the Affiliate for the express purpose of inclusion on the Affiliate Site authorized through this signup process. Pillow Decor authorizes the Affiliate to advertise and promote the Pillow Decor Material. The copyrighting of the Pillow Decor Material may not be modified nor misrepresented by the Affiliate.Pillow Decor also authorizes the Affiliate to refer, in the Affiliate's advertising and promotions, to the fact that the Pillow Decor Site is accessible through the Affiliate Site, provided that any such statement:(a) does not include any trademarks, service marks, design marks, symbols or any other indicia of origin of Pillow Decor other than the names of the products and the Pillow Decor Site in a generic typeface;(b) does not state, suggest, or imply, by the wording, size or prominence of such statement or otherwise, that Pillow Decor sponsors, authorizes, or is the source or origin of the Affiliate Site; and(c) does not disparage Pillow Decor, or its products, services, or affiliates.All use of the Pillow Decor Material shall inure to the benefit of Pillow Decor and shall not create any rights, title or interest for the Affiliate. No other use of the names, trademarks, service marks, design marks, symbols, other indicia of origin or other confusingly similar designations of Pillow Decor may be made by the Affiliate for any purpose without the prior written consent of Pillow Decor.As between Pillow Decor and the Affiliate, Pillow Decor owns, and shall continue to own exclusively, all right, title and interest (including without limitation, all rights provided under the law of copyright and trademark) in and to the Pillow Decor Material and all names, trademarks, service marks, design marks, symbols or other indicia of origin therein throughout the world and in perpetuity, subject to the permissions granted in the Affiliate Agreement.MAINTAINING THE LINKSYou agree to fully cooperate with us in order to establish and maintain the Links between your Affiliate Site and the Pillow Decor Site. The maintenance and updating of your Affiliate Site will be your responsibility. The Pillow Decor Material and the Links will be updated periodically by Pillow Decor and you will therefore be required to update the content of your Affiliate Site accordingly on a regular basis. Please be aware that we have the right to monitor your Affiliate Site at any time to determine if you are following the terms and conditions of the Affiliate Agreement and to notify you of any changes to your Affiliate Site that we feel should be made.ACCESSING AND UTILIZING THIRD PARTY SOFTWARE AND WEB APPLICATIONSPillow Decor' Affiliate Program has a zero tolerance policy on the use of spyware or adware applications. The Affiliate will not engage in any advertising utilizing spyware or adware of any kind. This includes "permission" based adware software, used exclusively for the delivery of popup or related ads.Any use of spyware or adware applications, directly or indirectly by an Affiliate, will cause the Affiliate to forfeit all Commissions earned under the Affiliate Program and may be subject to legal action. Pillow Decor reserves the right to use legal resources to ensure the registered trademarks and copyright materials belonging to industry participants are respected and protected.The Affiliate will not engage in any browser hijacking of any kind, or any other interference with the normal functioning of Visitors' computers. This could include starting any process(es) not expressly started by Visitors, including opening of a CD rom, or any other program or application. Furthermore, the Affiliate is directly responsible for complying with all pertinent or applicable laws; including the following two proposed United States laws: HR2929, the Securely Protect Yourself Against Cyber Trespass Act, and HR4661, the Internet Spyware Prevention Act of 2004.The Affiliate will not intentionally mislead any Visitors into believing that a Pillow Decor' product is any other product by any means including website content or advertising run on any search engine. The Affiliate will not use any form of advertising which is false or misleading. This could include claims that spyware or adware has been found on Visitors' computers when no actual scan for such items has been done, or directly using Visitors' system information to falsely induce a click or purchase. This could include showing contents of particular sections of Visitors' hard drives, cookie folders, or system settings, as well as specific information, such as IP addresses, operating systems, or any other "non critical" system information. "Non Critical" is defined for purposes of the Affiliate Agreement as any specific system information that has no direct connection with any spyware or adware or any specific system problem that any associated company, directly or indirectly, will assist in repairing.MISUSE OF TRADEMARKS OWNED BY PILLOW DECOR AND RESTRICTED KEYWORDSThe Affiliate agrees to assume sole responsibility for compliance with all applicable intellectual property laws and all other federal, state, provincial and international laws. The Affiliate further agrees that it will not use any of the below keywords, as show or in combination with any internet domain extensions, for the purpose of advertising or promoting the Affiliate or Pillow Décor in any location other than the Affiliates website(s). Use of the below keywords on Pay Per Click Advertising channels such as Google Adwords or MSN Ad Center is strictly prohibited. Restricted Keyword List (includes all domain extensions)- Pillow Décor- Pillows Décor- pillowdecor- pillow-decor- pillowdecor.com- Pillow-décor.com- pillowdecor coupon- pillowdecor discount- pillowdecor promo- pillowdecor saleOr any variation thereof.In the event that Pillow Decor should observe or receive any notification claiming infringement by the Affiliate, the Affiliate agrees to expeditiously respond to such notification and resolve any claim of infringement and will further cooperate in any law enforcement action as a result of the Affiliate's actions. In the event that an Affiliate is unresponsive or unwilling to act or cooperate, Pillow Decor will take any and all measures to prevent the Affiliate from further involvement in the Affiliate Program. If Pillow Decor determines, in its sole discretion, that the Affiliate has caused an infringement, Pillow Decor may terminate the Affiliate Agreement and the Affiliate will forfeit all rights to Commissions and Incentives.SPAM IS NOT PERMITTEDAny form of Spam used by the Affiliate will result in the Affiliate Agreement being terminated and all Commissions due will be forfeited.ANTI-SPAM POLICYBy accepting the Affiliate Agreement you agree not to promote your Affiliate Site, through any of the following means:• Sending unsolicited email for commercial purposes.• Posting a single article or advertisement, to Usenet or other newsgroups, forums, email mailing lists or other similar groups or lists.• Posting to any Usenet or other newsgroup, forum, email mailing list, or other similar group or list, articles which are off-topic according to the charter or other owner-published FAQ or description of the group or list.• Engaging in any of the foregoing activities using the service of another provider, but channelling such activities through a service provided by Pillow Decor (such as using a company supplied mailbox as a mail drop, or referring to a URL hosted by one of Pillow Decor' servers).• Falsifying Visitor information, including the falsification of return email addresses.• The use of too-good-to-be-true marketing software programs that blast lists, Usenet and newsgroups.Pillow Decor considers the above practices to constitute an abuse of the Affiliate Program and of the recipients of such unsolicited mailings or postings, who often bear the expense. Therefore, these practices are strictly prohibited. Engaging in one or more of these practices may result in Pillow Decor terminating the Affiliate Agreement.POLICY OF PILLOW DECOREvery Visitor who purchases a product through the Affiliate Site is deemed to be a customer of Pillow Decor. The Affiliate does not have the authority to make or accept any offer on behalf of Pillow Decor. Pillow Decor is not responsible for any representations made by the Affiliate which contradict Pillow Decor' policies. Pillow Decor will always determine the purchase price of products sold under the Affiliate Program.Visitors who buy products through the Affiliate Sites will be deemed customers of Pillow Decor. Accordingly, all Pillow Decor' rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those Visitors. 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 the Affiliate 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 Affiliate Site, you must not include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information, but we will not guarantee the availability or price of any particular product.In addition, you must not: (a) directly or indirectly offer any person or entity any consideration or incentive including, without limitation, payment of money (or any rebate, or granting of any discount or other benefit) for using Links on your Affiliate Site to access the Pillow Decor Site (e.g., by implementing any "rewards" program for persons or entities who use Links on your Affiliate Site to access the Pillow Decor Site); (b) post any Links on any Affiliate Site or other platform that is accessible through any internet access appliance; (c) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity; (d) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the Pillow Decor Site; (e) make any orders or subscription requests, or engage in other transactions of any kind on the Pillow Decor Site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so; (f) take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the website on which any functions or transactions (e.g., search, order, browse, and so on) are occurring; or (g) post or serve any advertisements or promotional content around or in conjunction with the display of the Pillow Decor Site (e.g., through any "framing" technique or technology or pop-up windows), or assist, authorize, or encourage any third party to take any such action. If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may, without limiting any other rights or remedies available to us, withhold any Commission otherwise payable to you under the Affiliate Agreement and terminate the Affiliate Agreement.IDENTIFYING YOURSELF AS AN AFFILIATEYou may not make any press release with respect to the Affiliate Agreement or your participation in the Affiliate Program. In addition, you may not in any manner misrepresent or embellish the relationship between the parties, or express or imply any relationship or affiliation between the parties or any other person or entity except as expressly permitted by the Affiliate Agreement (including by expressing or implying that Pillow Decor supports, sponsors, endorses, or contributes money to any charity or other cause).SINGLE AFFILIATE SITEThe Affiliate agrees to operate a single Affiliate Site. If Pillow Decor should discover, using information it deems appropriate in the circumstances, that the Affiliate is operating more than one Affiliate Site, the Affiliate Agreement shall terminate and the Affiliate will forfeit all rights to Commissions and Incentives.RESPONSIBILITY FOR YOUR AFFILIATE SITEYou will be solely responsible for the development, operation, and maintenance of your Affiliate Site and for all materials that appear on it. For example, you will be solely responsible for:• the technical operation of your Affiliate Site and all related equipment;• creating and posting Product descriptions on your Affiliate Site and linking those descriptions to our catalog;• the accuracy and appropriateness of materials posted on your Affiliate Site (including, among other things, all Product-related materials);• ensuring that materials posted on your Affiliate 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 Affiliate Site are 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 Affiliate Site.WAIVERNo waiver of any breach of any provision of the Affiliate Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.INDEPENDENT INVESTIGATIONYOU ACKNOWLEDGE THAT YOU HAVE READ THE AFFILIATE AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMERS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THE AFFILIATE AGREEMENT OR OPERATE WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR AFFILIATE SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILAITE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THE AFFILIATE AGREEMENT.MODIFICATIONSPillow Decor has the right to modify the terms and conditions set forth in the Affiliate Agreement at any time. Modifications may include, for example, changes in the scope of available Commission rates, fee schedules, and/or payment procedures. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THE AFFILIATE AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE AFFILIATE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AFFILIATE AGREEMENT ON THE PILLOW DECOR SITE OR THROUGH COMMUNICATION CONSISTING OF YOUR EMAIL ON FILE, WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
