Leisure Arts, Inc.
Program Terms
Merchant provided Terms of Agreement:
Please read this Affiliate Program Agreement (the "Agreement") carefully before submitting your application ("Application") for participation in The Leisure Arts Affiliate Program (the "Affiliate Program"). The Leisure Arts Affiliate Program Operating Agreement This the Leisure Arts Affiliate Program Operating Agreement (i.e. “Agreement”) contains the terms and conditions applicable to an entity’s or individual’s participation in Leisure Arts Affiliate Program. As used in this Agreement: (i) “we,” “us” or “our” refers to Leisure Arts, Inc., doing business as The Leisure Boutique, Free Pet Projects, I Can’t Believe I’m, Leisure Arts Library; (ii) “Program” refers to our Affiliate Program; (iii) “you” or “your” refers to the Program applicant; (iv) “Application” refers to a completed Program application; (v) “Participant” refers to any approved Program applicant; (vi) “our website” refers to The Leisure Boutique website currently located at www.TheLeisureboutique.com; or Free Pet Projects website currently located at www.FreePetProjects.com; or I Can’t Believe I’m.com, website currently located at , www.ICantBelieveIm.com; or Leisure Arts Library website currently located at www.leisureartslibrary.com. (vii) “your website” refers to the website/URL from which you will link to our website; (viii) “visitor” or “referral” refers to a person who follows a link from your website to our website; and, (ix) “Affiliate Code” refers to a Participant’s identification number, (x) "Cookies" refers to small files placed on your visitors’ hard drives that assist us in providing our services. RECITALS WHEREAS, Leisure Arts has established an Affiliate Program for the purpose of (i) allowing affiliates to advertise and promote The Leisure Boutique’s, Free Pet Projects, I Can’t Believe I’m and Leisure Arts Library products on their web sites, (ii) establishing links from affiliates' sites to The Leisure Boutique’s, Free Pet Projects, I Can’t Believe I’m and Leisure Arts Library websites for the purpose of allowing users of affiliate sites to purchase products from The Leisure Boutique, Free Pet Projects, I Can’t Believe I’m or Leisure Arts Library; and WHEREAS, you desire to be accepted by Leisure Arts as an affiliate in the Affiliate Program, and to advertise and promote The Leisure Boutique’s, Free Pet Projects, I Can’t Believe I’m or Leisure Arts Library products on your web site and to allow users of your site to link to the appropriate site for the purpose of purchasing products, among other things; NOW, THEREFORE, in consideration of the covenants and premises contained herein, the parties agree as follows: Incorporation of Preamble and Recitals. The above preamble and recitals are incorporated by reference in, and made part of, this Agreement. 1. Enrollment To enroll in our Program, you must fill out and submit an Application via our website or enroll through our third party affiliate network at Share A Sale. We will evaluate your Application in good faith and will notify you of your acceptance or rejection. If accepted, you will be responsible for all of your expenses incurred in connection with your participation in the Program (more in Section 5). If rejected, you may reapply to the Program at any time. We reserve the right to reject your Application if we determine, in our sole discretion, that your website is unsuitable for the Program. Unsuitable websites may include, but are not limited to, those that: (i) include content that we deem objectionable; (ii) promote sexually explicit materials; (iii) promote violence; (iv) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (v) promote illegal activities; (vi) may create liability for us; (vii) violate intellectual property rights; (viii) do not, in our opinion, adhere to the high standards of quality associated with Leisure Arts, our products and services; or, (ix) do not meet the website traffic standards that we use as an indicator of potential Affiliate sales. If we approve your Application and you become a Participant, you agree not to put any of the aforementioned inappropriate content on your website. We retain the right, in our sole discretion, to monitor your website at any time and as frequently as we desire to determine if you are in compliance with this Agreement. You should note that, if we accept your Application and later find a content violation during one of our reviews, we may decide that your website is unsuitable for the Program and terminate this Agreement. 2. Linking to Our Website As an affiliate, Leisure Arts will make available to you, via the Shareasale.com site, a variety of graphic and textual images (the "Images") that serve to identify your site as a member of the Affiliate Program and will establish links from your site to TheLeisureBoutique.com, FreePetProjects.com, ICantBelieveIm.com, or LeisureArtsLibrary.com (the "Links"). You may, subject to the terms and conditions of this Agreement, display Links as often and in as many areas on your site as you desire. You shall cooperate fully with Leisure Arts in establishing and maintaining Links. You may display in your site only those Images provided to you by Leisure Arts. Leisure Arts may discontinue use of or replace Images at any time and from time to time in its sole discretion. Upon request, you shall remove any Image from your site and replace it with a new Image provided by Leisure Arts. All Links must be displayed prominently in relevant sections of your site. Links may be modified or expanded from time to time upon agreement between you and Leisure Arts, however, the banner link code cannot at any time be modified by the affiliate, as by doing so will not allow proper reporting of traffic sent through such banner link code. Each Link connecting users of your site to an area of The Leisure Boutique.com, Free Pet Projects.com, ICantBelieveIm.com, and Leisure Arts Library.com will in no way alter the look, feel, or functionality of The Leisure Boutique.com, Free Pet Projects.com, ICantBelieveIm.com, and Leisure Arts Library.com. Leisure Arts may monitor your site at any time and from time to time to determine if you are in compliance with the terms and conditions of this Agreement. Leisure Arts shall be responsible for providing all information necessary to allow you to make appropriate Links from your site to the appropriate site. Leisure Arts shall (i) process all orders (which includes order entry, payment processing, shipping, handling cancellations and returns, and related customer service) from users who link from your site, (ii) track the volume and amount of sales generated by Links from your site, and (iii) provide information to you regarding sales statistics. As an Affiliate, you will be solely responsible for the development, operation and maintenance of your site and for all materials that appear on your site, including, without limitation: the technical operation of your site and all related equipment; the accuracy and appropriateness of materials posted on your site; ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, but not limited to, copyrights, trademarks, privacy, or other personal or proprietary rights); ensuring that materials posted on your site are not libelous, defamatory, misleading, false or deceptive or otherwise illegal; ensuring that your site and your business practices do not include any of the activities of unsuitable sites listed in Section 1 above. You agree to keep your Application updated with current and accurate information. You agree to pay and be responsible for all costs and expenses you may incur in connection with the Affiliate Program or your performance under this Agreement. Leisure Arts is not obligated to make any representations, warranties or other statements concerning you, your site, any of your products or services, or your site policies. 3. Advertising 3.a. General Advertising Information. If you qualify and decide to participate as an Affiliate, you agree to display only those TheLeisureBoutique.com, FreePetProjects.com, ICantBelieveIm.com, and LeisureArtsLibrary.com links, graphical images, offers, contests, and/or promotions that are approved and provided to you through the Program or agreed upon as an amendment to this Agreement. You agree to display these items prominently throughout your website, as you see fit and with our consent. Additionally, you agree not to alter, modify or expand the links or other graphics we provide in any way without our express prior consent. 3.b. Advertising Restrictions. As a Participant, you may not: • place our graphical images or any type of links to our website in unsolicited e-mail/spam, message boards, newsgroups, banner networks, chat rooms, or similar Internet resources; • bid on any variation and misspelled variations thereof of our company’s name, our sister or parent company’s names, URLs, or trademarked names (i.e. The Leisure Boutique, Leisure Arts, Free Pet Projects, I Can’t Believe I’m, and Leisure Arts Library) with any search engine, portal, sponsored advertising service or other search or referral service. • without prior approval, mirror your website after ours in any way; or, • directly or indirectly offer any person or entity any unapproved consideration or incentive—including, without limitation, coupons, payment of money (including any rebate), or granting of any discount or other benefit—for using your Affiliate Links to access our website. (For example, you cannot implement a "rewards" program for persons or entities who use your Affiliate Links to access our website.) 3.c. Penalties. Engaging in any of the aforementioned restricted practices may, at our sole discretion, result in the withholding of Referral Fees (defined in Section 8) or the termination of this Agreement. In addition, we reserve the right to pursue any and all remedies at law or in equity, including, but not limited to, nonpayment of Referral Fees, requiring you to cease engaging in such practice, and/or termination of this Agreement. 4. Our Responsibilities 4.a. Links & Program-Related Information. We will be responsible for providing all necessary information to allow you to successfully link from your website to our website. This information will be made available to you through our third party affiliate network, Share A Sale, as well as through occasional email updates. To ensure the success of the Program, we recommend that you visit the Share A Sale Affiliate Network Website as frequently as possible to receive updated Affiliate Links and other pertinent information. 4.b. Order Processing. We will be solely responsible for processing all customer orders placed with The Leisure Boutique, Free Pet Projects, I Can’t Believe I’m and Leisure Arts Library as a result of visitors following your Affiliate Links. This encompasses all aspects of order processing and fulfillment, including order entry, payment processing, shipping, order cancellations, returns, and other customer service issues. You may not take orders from customers on our behalf. Also note that, in order to protect the privacy of our customers, we will not provide you with any of our customers’ personal information. We reserve the right to change the price charged for products at any time, at our sole discretion and without notice; make appropriate product substitutions, as necessary; and reject orders that do not comply with any requirements that we may establish periodically. 4.c. Tracking & Reporting. We will track all purchases made by customers who access our website via your Affiliate Links. It is your responsibility to ensure that the instructions you receive for linking to our website are followed and that the appropriate linking URLs are used on your website for purposes of proper tracking. 5. Responsibility for Your Website You are solely responsible for the development, operation, and maintenance of your website, and for all materials that appear on your website. 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 website. 6. Other Participant Responsibilities 6.a. You may not 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. 6.b. You may not in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of our website. 6.c. You may not make any orders or subscription requests, or engage in other transactions of any kind on our website, on behalf of any third party, nor may you authorize, assist, or encourage any other person or entity to do so. 6.d. You may not 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. 6.e. You may not attempt to intercept or re-direct (including, without limitation, via user-installed software) traffic from or on, or divert Referral Fees from, any other website that participates in the Program. 6.f. During sessions initiated through any of your Affiliate Links, you may not purchase products for resale or for commercial use of any kind without our written permission. This includes orders for, or on behalf of, customers. At our sole discretion, such purchases may result in the withholding of Referral Fees or the termination of this Agreement. 6.g. You agree to notify us in a timely manner by email, telephone, and/or mail about any change in your physical address, contact information, or URL, or of a significant change to the content of your website. 7. Trademark License We hereby grant you a non-exclusive license to use The Leisure Boutique, Free Pet Projects, I Can’t Believe I’m or Leisure Arts Library logo, trademark and links (collectively referred to as the “Mark”) on your website, but only in conformity with the Agreement. We may terminate the foregoing license if, in our sole discretion, your use of the Mark does not conform to our standards. You agree to display the Mark—in the exact form provided and in conformance with any trademark usage policies that we may establish—on your homepage and/or in other prominent locations on your website. You may not form any combination marks with the Mark. You agree that title to, and ownership of, the Mark shall remain with us at all times. You shall not take any action inconsistent with our ownership of, or goodwill associated with, the Mark. You agree that any benefits and goodwill arising from your use of the Mark shall inure solely to our benefit. 8. Referral Fees 8.a. Calculation of Referral Fees. For as long as you are a Participant, we will pay you a Referral Fee based on the merchandise sales volume calculated separately for each month. The Referral Fee you receive will be the sum of 10% of each Referral Order’s Sale Price (defined in sections 8.a.1). Shareasale.com handles all commission payments. Please visit Shareasale.com for more information regarding minimum payouts and timing of payments. 8.a.1. Identifying Referral Orders. You understand and agree that each Referral Order is based on a visitor clicking on an Affiliate Link posted on your website and, subsequently, placing an order with us during the same session or within 30 days of first linking to our site, if and only if, the session cookie is still active. A session cookie persists 30 days unless the visitor declines the Cookie or deletes the Cookie from his or her hard drive. Further, if the same customer returns to our site through by linking through another Leisure Arts marketing partner or affiliate within 30 days of first linking through your site during a later session and makes a purchase, the purchase will not generate revenue for you despite the fact that the customer previously entered our website via one of your Affiliate Links. If a cookie is deleted, declined or overwritten, no sale will be associated with your Affiliate account. In addition, purchases paid for with Gift Certificates are not considered Referral Orders and are not eligible to earn Referral Fees. 8.a.2. Determining the Sale Price. For purposes hereof, Sale Price means money actually received by us from the sale of our products, less discounts, shipping, handling, returns, and sales tax charges. Purchases paid for with Gift Certificates are not considered Referral Orders and are not eligible to earn Referral Fees. 8.b. Referral Fee Restrictions. You may not attempt to circumvent the Referral Fee Schedule or artificially increase your Referral Fees by intentionally featuring or purchasing, or requesting or encouraging any third party to purchase, low-price items offered on our website (as determined by us) for the purpose of exceeding any Referral Fee threshold. With respect to returned products, an amount equal to the applicable Referral Fees previously paid to you will be deducted from future payments; or, if there are no future payments, you will be billed for any such amount. 9. Monthly Bonuses Leisure Arts may develop bonuses for qualifying Participants by means of monthly or other referral promotions. Compensations may vary depending on the promotion. All Participants will be informed of upcoming promotions via an Affiliate newsletter, email messages, and/or the Affiliate Website. 10. Publicity 10.a. You shall not create, publish, distribute, or permit any written material that makes reference to Leisure Arts without first submitting such material to us and receiving our prior written consent. 10.b. We may publish and promote your name as an Affiliate with your prior written consent. 11. Agreement Cancellation/Termination Either party may cancel or terminate this Agreement at any time and for any reason by written notice to the other party. Upon termination of this Agreement, you will immediately cease use of, and remove from your website, all links to our websites and all trademarks, trade dress, and logos, as well as all other materials provided by, or on behalf of, us to you pursuant hereto or in connection with the Program. We may withhold payment of the final Referral Fee for a reasonable amount of time to allow for product returns. Sections 10 and 12-16 shall survive the termination of this Agreement. 12. Agreement Modifications We may modify any of the terms of this Agreement (including, without limitation, the Referral Fee) upon seven (7) days' notice by posting such change on the Share A Sale Affiliate Network Website and/or by providing you with written notice of such change. Your continued participation in the Program after such notice shall be deemed acceptance of the revised terms. 13. Warranty Disclaimer WE MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND WITH REGARD TO THE PROGRAM OR ANY PRODUCTS SOLD UNDER IT, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, NON-INFRINGEMENT, OR ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT OUR WEBSITE OR PRODUCT WILL BE ERROR FREE, FUNCTION WITHOUT INTERRUPTION OR THAT ANY ERRORS WILL BE CORRECTED. IF, AS A MATTER OF LAW, WE MAY NOT DISCLAIM ANY WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE THE MINIMUM PERMISSIBLE UNDER APPLICABLE LAW. 14. Limitations on Liability WE WILL HAVE NO LIABILITY OF ANY SORT ARISING FROM ANY INTERRUPTIONS OR ERRORS IN OUR WEBSITE. WE SHALL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE OR PROFITS ARISING UNDER, OR WITH RESPECT TO, THIS AGREEMENT OR THE PROGRAM, EVEN IF WE WERE ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING UNDER, OR WITH RESPECT TO, THIS AGREEMENT OR THE PROGRAM SHALL IN NO EVENT EXCEED THE TOTAL REFERRAL FEES PAID, OR PAYABLE BY US, TO YOU UNDER THIS AGREEMENT. 15. Acknowledgment & Acceptance of the Terms By submitting your Application, you acknowledge that you have carefully read and reviewed this Agreement in its entirety and agree to all its terms and conditions. 16. General Provisions 16.a. Governing Law. This Agreement will be governed and construed in accordance with the laws of the State of Delaware as applied to agreements made, entered into and performed entirely in the State of Delaware by Delaware residents, notwithstanding your actual residence. Both parties hereby submit to the personal jurisdiction of the state courts located in Delaware, and further agree that any cause of action arising under this Agreement shall be brought in such courts. 16.b. Severability. If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. 16.c. Independent Contractors. The parties are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. You shall make no warranties or representations on our behalf. 16.d. Notice. Any notices hereunder shall be given: if to us, at Leisure Arts, Inc., doing business as The Leisure Boutique, 5701 Ranch Drive, Little Rock, AR 72223, Attn: Affiliate Program Manager; and, if to you, sent to the address specified in your Application, or at such other address as each party shall specify in writing from time to time in accordance with the procedures set forth in Section 6.g of this Agreement. Notice shall be deemed given: upon personal delivery; upon confirmation of receipt if sent by fax or e-mail; or, 5 days after the date of mailing if sent by certified or registered mail, postage prepaid. 16.e. Entire Agreement Waiver. This Agreement sets forth the entire and final understanding and agreement of the parties, and supersedes any and all oral or written agreements or understandings between the parties, as to the subject matter hereof. Except as set forth in Section 11, this Agreement may be changed only by a writing signed by both parties. The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach. 16.f. I INDICATE MY APPROVAL OF THIS AGREEMENT AND DESIRE TO BECOME A LEISURE ARTS INC. AFFILIATE UNDER THESE TERMS BY FILLING OUT AND SUBMITTING THE LEISURE ARTS APPLICATION FORM, AND FURTHER AGREE THAT: (i) I HAVE READ THIS AGREEMENT AND UNDERSTAND ALL OF ITS CONTENTS; AND, (ii) IF MY AFFILIATE APPLICATION IS ACCEPTED IN ACCORDANCE WITH THIS AGREEMENT, I WILL BE BOUND BY ALL OF THE TERMS AND CONDITIONS IN THIS AGREEMENT. The term of this Agreement will begin as of the date Leisure Arts notifies you that Leisure Arts has accepted you as an affiliate and will end when terminated by either party. Either you or Leisure Arts may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Leisure Arts may modify any of the terms and conditions contained in this Agreement at any time in its discretion. You will be notified of any changes via email by a change notice. If you do not agree to be bound by the terms and conditions of any modification to this Agreement, you may terminate this Agreement by giving written notice to Leisure Arts. Your continued participation in the Affiliate Program following any notice of a modification of this Agreement shall constitute your binding acceptance of the Agreement.
Please read this Affiliate Program Agreement (the "Agreement") carefully before submitting your application ("Application") for participation in The Leisure Arts Affiliate Program (the "Affiliate Program"). The Leisure Arts Affiliate Program Operating Agreement This the Leisure Arts Affiliate Program Operating Agreement (i.e. “Agreement”) contains the terms and conditions applicable to an entity’s or individual’s participation in Leisure Arts Affiliate Program. As used in this Agreement: (i) “we,” “us” or “our” refers to Leisure Arts, Inc., doing business as The Leisure Boutique, Free Pet Projects, I Can’t Believe I’m, Leisure Arts Library; (ii) “Program” refers to our Affiliate Program; (iii) “you” or “your” refers to the Program applicant; (iv) “Application” refers to a completed Program application; (v) “Participant” refers to any approved Program applicant; (vi) “our website” refers to The Leisure Boutique website currently located at www.TheLeisureboutique.com; or Free Pet Projects website currently located at www.FreePetProjects.com; or I Can’t Believe I’m.com, website currently located at , www.ICantBelieveIm.com; or Leisure Arts Library website currently located at www.leisureartslibrary.com. (vii) “your website” refers to the website/URL from which you will link to our website; (viii) “visitor” or “referral” refers to a person who follows a link from your website to our website; and, (ix) “Affiliate Code” refers to a Participant’s identification number, (x) "Cookies" refers to small files placed on your visitors’ hard drives that assist us in providing our services. RECITALS WHEREAS, Leisure Arts has established an Affiliate Program for the purpose of (i) allowing affiliates to advertise and promote The Leisure Boutique’s, Free Pet Projects, I Can’t Believe I’m and Leisure Arts Library products on their web sites, (ii) establishing links from affiliates' sites to The Leisure Boutique’s, Free Pet Projects, I Can’t Believe I’m and Leisure Arts Library websites for the purpose of allowing users of affiliate sites to purchase products from The Leisure Boutique, Free Pet Projects, I Can’t Believe I’m or Leisure Arts Library; and WHEREAS, you desire to be accepted by Leisure Arts as an affiliate in the Affiliate Program, and to advertise and promote The Leisure Boutique’s, Free Pet Projects, I Can’t Believe I’m or Leisure Arts Library products on your web site and to allow users of your site to link to the appropriate site for the purpose of purchasing products, among other things; NOW, THEREFORE, in consideration of the covenants and premises contained herein, the parties agree as follows: Incorporation of Preamble and Recitals. The above preamble and recitals are incorporated by reference in, and made part of, this Agreement. 1. Enrollment To enroll in our Program, you must fill out and submit an Application via our website or enroll through our third party affiliate network at Share A Sale. We will evaluate your Application in good faith and will notify you of your acceptance or rejection. If accepted, you will be responsible for all of your expenses incurred in connection with your participation in the Program (more in Section 5). If rejected, you may reapply to the Program at any time. We reserve the right to reject your Application if we determine, in our sole discretion, that your website is unsuitable for the Program. Unsuitable websites may include, but are not limited to, those that: (i) include content that we deem objectionable; (ii) promote sexually explicit materials; (iii) promote violence; (iv) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (v) promote illegal activities; (vi) may create liability for us; (vii) violate intellectual property rights; (viii) do not, in our opinion, adhere to the high standards of quality associated with Leisure Arts, our products and services; or, (ix) do not meet the website traffic standards that we use as an indicator of potential Affiliate sales. If we approve your Application and you become a Participant, you agree not to put any of the aforementioned inappropriate content on your website. We retain the right, in our sole discretion, to monitor your website at any time and as frequently as we desire to determine if you are in compliance with this Agreement. You should note that, if we accept your Application and later find a content violation during one of our reviews, we may decide that your website is unsuitable for the Program and terminate this Agreement. 2. Linking to Our Website As an affiliate, Leisure Arts will make available to you, via the Shareasale.com site, a variety of graphic and textual images (the "Images") that serve to identify your site as a member of the Affiliate Program and will establish links from your site to TheLeisureBoutique.com, FreePetProjects.com, ICantBelieveIm.com, or LeisureArtsLibrary.com (the "Links"). You may, subject to the terms and conditions of this Agreement, display Links as often and in as many areas on your site as you desire. You shall cooperate fully with Leisure Arts in establishing and maintaining Links. You may display in your site only those Images provided to you by Leisure Arts. Leisure Arts may discontinue use of or replace Images at any time and from time to time in its sole discretion. Upon request, you shall remove any Image from your site and replace it with a new Image provided by Leisure Arts. All Links must be displayed prominently in relevant sections of your site. Links may be modified or expanded from time to time upon agreement between you and Leisure Arts, however, the banner link code cannot at any time be modified by the affiliate, as by doing so will not allow proper reporting of traffic sent through such banner link code. Each Link connecting users of your site to an area of The Leisure Boutique.com, Free Pet Projects.com, ICantBelieveIm.com, and Leisure Arts Library.com will in no way alter the look, feel, or functionality of The Leisure Boutique.com, Free Pet Projects.com, ICantBelieveIm.com, and Leisure Arts Library.com. Leisure Arts may monitor your site at any time and from time to time to determine if you are in compliance with the terms and conditions of this Agreement. Leisure Arts shall be responsible for providing all information necessary to allow you to make appropriate Links from your site to the appropriate site. Leisure Arts shall (i) process all orders (which includes order entry, payment processing, shipping, handling cancellations and returns, and related customer service) from users who link from your site, (ii) track the volume and amount of sales generated by Links from your site, and (iii) provide information to you regarding sales statistics. As an Affiliate, you will be solely responsible for the development, operation and maintenance of your site and for all materials that appear on your site, including, without limitation: the technical operation of your site and all related equipment; the accuracy and appropriateness of materials posted on your site; ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, but not limited to, copyrights, trademarks, privacy, or other personal or proprietary rights); ensuring that materials posted on your site are not libelous, defamatory, misleading, false or deceptive or otherwise illegal; ensuring that your site and your business practices do not include any of the activities of unsuitable sites listed in Section 1 above. You agree to keep your Application updated with current and accurate information. You agree to pay and be responsible for all costs and expenses you may incur in connection with the Affiliate Program or your performance under this Agreement. Leisure Arts is not obligated to make any representations, warranties or other statements concerning you, your site, any of your products or services, or your site policies. 3. Advertising 3.a. General Advertising Information. If you qualify and decide to participate as an Affiliate, you agree to display only those TheLeisureBoutique.com, FreePetProjects.com, ICantBelieveIm.com, and LeisureArtsLibrary.com links, graphical images, offers, contests, and/or promotions that are approved and provided to you through the Program or agreed upon as an amendment to this Agreement. You agree to display these items prominently throughout your website, as you see fit and with our consent. Additionally, you agree not to alter, modify or expand the links or other graphics we provide in any way without our express prior consent. 3.b. Advertising Restrictions. As a Participant, you may not: • place our graphical images or any type of links to our website in unsolicited e-mail/spam, message boards, newsgroups, banner networks, chat rooms, or similar Internet resources; • bid on any variation and misspelled variations thereof of our company’s name, our sister or parent company’s names, URLs, or trademarked names (i.e. The Leisure Boutique, Leisure Arts, Free Pet Projects, I Can’t Believe I’m, and Leisure Arts Library) with any search engine, portal, sponsored advertising service or other search or referral service. • without prior approval, mirror your website after ours in any way; or, • directly or indirectly offer any person or entity any unapproved consideration or incentive—including, without limitation, coupons, payment of money (including any rebate), or granting of any discount or other benefit—for using your Affiliate Links to access our website. (For example, you cannot implement a "rewards" program for persons or entities who use your Affiliate Links to access our website.) 3.c. Penalties. Engaging in any of the aforementioned restricted practices may, at our sole discretion, result in the withholding of Referral Fees (defined in Section 8) or the termination of this Agreement. In addition, we reserve the right to pursue any and all remedies at law or in equity, including, but not limited to, nonpayment of Referral Fees, requiring you to cease engaging in such practice, and/or termination of this Agreement. 4. Our Responsibilities 4.a. Links & Program-Related Information. We will be responsible for providing all necessary information to allow you to successfully link from your website to our website. This information will be made available to you through our third party affiliate network, Share A Sale, as well as through occasional email updates. To ensure the success of the Program, we recommend that you visit the Share A Sale Affiliate Network Website as frequently as possible to receive updated Affiliate Links and other pertinent information. 4.b. Order Processing. We will be solely responsible for processing all customer orders placed with The Leisure Boutique, Free Pet Projects, I Can’t Believe I’m and Leisure Arts Library as a result of visitors following your Affiliate Links. This encompasses all aspects of order processing and fulfillment, including order entry, payment processing, shipping, order cancellations, returns, and other customer service issues. You may not take orders from customers on our behalf. Also note that, in order to protect the privacy of our customers, we will not provide you with any of our customers’ personal information. We reserve the right to change the price charged for products at any time, at our sole discretion and without notice; make appropriate product substitutions, as necessary; and reject orders that do not comply with any requirements that we may establish periodically. 4.c. Tracking & Reporting. We will track all purchases made by customers who access our website via your Affiliate Links. It is your responsibility to ensure that the instructions you receive for linking to our website are followed and that the appropriate linking URLs are used on your website for purposes of proper tracking. 5. Responsibility for Your Website You are solely responsible for the development, operation, and maintenance of your website, and for all materials that appear on your website. 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 website. 6. Other Participant Responsibilities 6.a. You may not 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. 6.b. You may not in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of our website. 6.c. You may not make any orders or subscription requests, or engage in other transactions of any kind on our website, on behalf of any third party, nor may you authorize, assist, or encourage any other person or entity to do so. 6.d. You may not 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. 6.e. You may not attempt to intercept or re-direct (including, without limitation, via user-installed software) traffic from or on, or divert Referral Fees from, any other website that participates in the Program. 6.f. During sessions initiated through any of your Affiliate Links, you may not purchase products for resale or for commercial use of any kind without our written permission. This includes orders for, or on behalf of, customers. At our sole discretion, such purchases may result in the withholding of Referral Fees or the termination of this Agreement. 6.g. You agree to notify us in a timely manner by email, telephone, and/or mail about any change in your physical address, contact information, or URL, or of a significant change to the content of your website. 7. Trademark License We hereby grant you a non-exclusive license to use The Leisure Boutique, Free Pet Projects, I Can’t Believe I’m or Leisure Arts Library logo, trademark and links (collectively referred to as the “Mark”) on your website, but only in conformity with the Agreement. We may terminate the foregoing license if, in our sole discretion, your use of the Mark does not conform to our standards. You agree to display the Mark—in the exact form provided and in conformance with any trademark usage policies that we may establish—on your homepage and/or in other prominent locations on your website. You may not form any combination marks with the Mark. You agree that title to, and ownership of, the Mark shall remain with us at all times. You shall not take any action inconsistent with our ownership of, or goodwill associated with, the Mark. You agree that any benefits and goodwill arising from your use of the Mark shall inure solely to our benefit. 8. Referral Fees 8.a. Calculation of Referral Fees. For as long as you are a Participant, we will pay you a Referral Fee based on the merchandise sales volume calculated separately for each month. The Referral Fee you receive will be the sum of 10% of each Referral Order’s Sale Price (defined in sections 8.a.1). Shareasale.com handles all commission payments. Please visit Shareasale.com for more information regarding minimum payouts and timing of payments. 8.a.1. Identifying Referral Orders. You understand and agree that each Referral Order is based on a visitor clicking on an Affiliate Link posted on your website and, subsequently, placing an order with us during the same session or within 30 days of first linking to our site, if and only if, the session cookie is still active. A session cookie persists 30 days unless the visitor declines the Cookie or deletes the Cookie from his or her hard drive. Further, if the same customer returns to our site through by linking through another Leisure Arts marketing partner or affiliate within 30 days of first linking through your site during a later session and makes a purchase, the purchase will not generate revenue for you despite the fact that the customer previously entered our website via one of your Affiliate Links. If a cookie is deleted, declined or overwritten, no sale will be associated with your Affiliate account. In addition, purchases paid for with Gift Certificates are not considered Referral Orders and are not eligible to earn Referral Fees. 8.a.2. Determining the Sale Price. For purposes hereof, Sale Price means money actually received by us from the sale of our products, less discounts, shipping, handling, returns, and sales tax charges. Purchases paid for with Gift Certificates are not considered Referral Orders and are not eligible to earn Referral Fees. 8.b. Referral Fee Restrictions. You may not attempt to circumvent the Referral Fee Schedule or artificially increase your Referral Fees by intentionally featuring or purchasing, or requesting or encouraging any third party to purchase, low-price items offered on our website (as determined by us) for the purpose of exceeding any Referral Fee threshold. With respect to returned products, an amount equal to the applicable Referral Fees previously paid to you will be deducted from future payments; or, if there are no future payments, you will be billed for any such amount. 9. Monthly Bonuses Leisure Arts may develop bonuses for qualifying Participants by means of monthly or other referral promotions. Compensations may vary depending on the promotion. All Participants will be informed of upcoming promotions via an Affiliate newsletter, email messages, and/or the Affiliate Website. 10. Publicity 10.a. You shall not create, publish, distribute, or permit any written material that makes reference to Leisure Arts without first submitting such material to us and receiving our prior written consent. 10.b. We may publish and promote your name as an Affiliate with your prior written consent. 11. Agreement Cancellation/Termination Either party may cancel or terminate this Agreement at any time and for any reason by written notice to the other party. Upon termination of this Agreement, you will immediately cease use of, and remove from your website, all links to our websites and all trademarks, trade dress, and logos, as well as all other materials provided by, or on behalf of, us to you pursuant hereto or in connection with the Program. We may withhold payment of the final Referral Fee for a reasonable amount of time to allow for product returns. Sections 10 and 12-16 shall survive the termination of this Agreement. 12. Agreement Modifications We may modify any of the terms of this Agreement (including, without limitation, the Referral Fee) upon seven (7) days' notice by posting such change on the Share A Sale Affiliate Network Website and/or by providing you with written notice of such change. Your continued participation in the Program after such notice shall be deemed acceptance of the revised terms. 13. Warranty Disclaimer WE MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND WITH REGARD TO THE PROGRAM OR ANY PRODUCTS SOLD UNDER IT, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, NON-INFRINGEMENT, OR ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT OUR WEBSITE OR PRODUCT WILL BE ERROR FREE, FUNCTION WITHOUT INTERRUPTION OR THAT ANY ERRORS WILL BE CORRECTED. IF, AS A MATTER OF LAW, WE MAY NOT DISCLAIM ANY WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE THE MINIMUM PERMISSIBLE UNDER APPLICABLE LAW. 14. Limitations on Liability WE WILL HAVE NO LIABILITY OF ANY SORT ARISING FROM ANY INTERRUPTIONS OR ERRORS IN OUR WEBSITE. WE SHALL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE OR PROFITS ARISING UNDER, OR WITH RESPECT TO, THIS AGREEMENT OR THE PROGRAM, EVEN IF WE WERE ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING UNDER, OR WITH RESPECT TO, THIS AGREEMENT OR THE PROGRAM SHALL IN NO EVENT EXCEED THE TOTAL REFERRAL FEES PAID, OR PAYABLE BY US, TO YOU UNDER THIS AGREEMENT. 15. Acknowledgment & Acceptance of the Terms By submitting your Application, you acknowledge that you have carefully read and reviewed this Agreement in its entirety and agree to all its terms and conditions. 16. General Provisions 16.a. Governing Law. This Agreement will be governed and construed in accordance with the laws of the State of Delaware as applied to agreements made, entered into and performed entirely in the State of Delaware by Delaware residents, notwithstanding your actual residence. Both parties hereby submit to the personal jurisdiction of the state courts located in Delaware, and further agree that any cause of action arising under this Agreement shall be brought in such courts. 16.b. Severability. If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. 16.c. Independent Contractors. The parties are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. You shall make no warranties or representations on our behalf. 16.d. Notice. Any notices hereunder shall be given: if to us, at Leisure Arts, Inc., doing business as The Leisure Boutique, 5701 Ranch Drive, Little Rock, AR 72223, Attn: Affiliate Program Manager; and, if to you, sent to the address specified in your Application, or at such other address as each party shall specify in writing from time to time in accordance with the procedures set forth in Section 6.g of this Agreement. Notice shall be deemed given: upon personal delivery; upon confirmation of receipt if sent by fax or e-mail; or, 5 days after the date of mailing if sent by certified or registered mail, postage prepaid. 16.e. Entire Agreement Waiver. This Agreement sets forth the entire and final understanding and agreement of the parties, and supersedes any and all oral or written agreements or understandings between the parties, as to the subject matter hereof. Except as set forth in Section 11, this Agreement may be changed only by a writing signed by both parties. The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach. 16.f. I INDICATE MY APPROVAL OF THIS AGREEMENT AND DESIRE TO BECOME A LEISURE ARTS INC. AFFILIATE UNDER THESE TERMS BY FILLING OUT AND SUBMITTING THE LEISURE ARTS APPLICATION FORM, AND FURTHER AGREE THAT: (i) I HAVE READ THIS AGREEMENT AND UNDERSTAND ALL OF ITS CONTENTS; AND, (ii) IF MY AFFILIATE APPLICATION IS ACCEPTED IN ACCORDANCE WITH THIS AGREEMENT, I WILL BE BOUND BY ALL OF THE TERMS AND CONDITIONS IN THIS AGREEMENT. The term of this Agreement will begin as of the date Leisure Arts notifies you that Leisure Arts has accepted you as an affiliate and will end when terminated by either party. Either you or Leisure Arts may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Leisure Arts may modify any of the terms and conditions contained in this Agreement at any time in its discretion. You will be notified of any changes via email by a change notice. If you do not agree to be bound by the terms and conditions of any modification to this Agreement, you may terminate this Agreement by giving written notice to Leisure Arts. Your continued participation in the Affiliate Program following any notice of a modification of this Agreement shall constitute your binding acceptance of the Agreement.