MASTER AGREEMENT
This Master Agreement ("Agreement") is made between 3D Laser Art dba 3D Laser Gifts ("Merchant") and [insert name of Partner] ("Partner").
BACKGROUND
Partner and Merchant are each enrolled in the ShareaSale
Network(tm).
Partner and Merchant each desire to establish the general terms and
conditions which shall govern advertising and commission arrangements
between Partner and Merchant which result from their participation
in The ShareaSale Network(tm).
TERMS AND CONDITIONS
In consideration of the promises set forth below, we agree as follows:
1. Offers and Engagements.
1.1. From time to time, Merchant may post on The ShareaSale Network(tm)
offers to pay to other participants a specified commission in return
for certain advertising services leading to a Qualifying Link (defined
below). If such offers receive an identification number from The
ShareaSale Network(tm) they shall be deemed to be an "Offer" for
purposes of this Agreement. The term "Offer" shall also include any
counter-offers resulting from an Offer.
1.2. If an Offer made by one party is accepted by the other party in
accordance with the Offer's terms via The ShareaSale Network(tm), an
"Engagement" will have been formed. Each Engagement shall have the
same identification number as the original Offer that lead to the
Engagement and shall be governed by the terms and conditions of this
Agreement. However, in the event of any inconsistency between the
terms of the specific Engagement and the terms of this Agreement,
the terms of the Engagement shall govern.
1.3. At any time prior to Partner providing a Qualifying Link,
Merchant may with or without notice (a) change, suspend or discontinue
any aspect of an Offer or an Engagement or (b) remove, alter, or
modify any graphic or banner ad submitted by Merchant for an Offer or
an Engagement. Partner agrees to promptly implement any request from
Merchant to remove, alter or modify any graphic or banner ad submitted
by Merchant that is being used by Partner as part of an Engagement.
2. Partner's Responsibilities.
2.1. Partner will link its site to areas within Merchant's site using
special URLs specified in the Engagement (the "Required URLs").
Partner may post as many links to the Required URLs and the rest of
Merchant's site as it likes on Partner's site. The position,
prominence and nature of links on the Partner's site shall comply
with any requirements specified in the Engagement, but otherwise
will be in the discretion of Partner.
2.2. Partner agrees not to make any representations, warranties or
other statements concerning Merchant, Merchant's site, any of
Merchant's products or services, or Merchant's site policies, except
as expressly authorized by the Engagement.
2.3. Partner is responsible for notifying Merchant and The ShareaSale
Network(tm) of any malfunctioning of the Required URLs or other
problems with Partner's participation in the Engagement. Merchant
will respond promptly to all concerns upon notification by Partner.
2.4 Effective October 1st 2010, affiliates may not bid on any 3D Laser Gifts trademarks (3DLaserGifts, 3dlasergifts.com,
www.3dlasergifts.com) or variations thereof or include these
trademarks & variations in paid search advertising copy or display
URLs without expressed approval from 3D Laser Gifts. 3D Laser Gifts restricts affiliates from placing bids on brand-related
terms including misspellings, punctuated versions & variations.
This applies to any and all match types(standard, exact, advanced,
phrase, broad) on all search engines.
2.5 Effective October 1st, 2010, affiliates may not use any domain
name or URL that contains 3D Laser Gifts trademarks, misspellings
or variations thereof.
2.6 Effective October 1st, 2010, affiliates may not promote any coupon
code or offer that is not made available to the affiliate via a
qualifying link in the ShareaSale interface or specifically provided to
the affiliate by 3D Laser Gifts.
Affiliates not respecting these requests will risk having commissions
withheld or being removed from our program immediately.
3.
Commissions.
3.1. Merchant agrees to pay Partner the commission specified in the
Engagement if Merchant sells to a visitor to Merchant's site
(a "Customer") a product or service that is the subject of the
Engagement and if that Customer has accessed Merchant's site and
purchased the product or service via a Qualifying Link.
3.2. A "Qualifying Link" is a link from Partner's site to Merchant's
using one of the Required URLs or any other URL provided by Merchant
for use in The ShareaSale Network(tm) if it is the last link to the
Merchant's site that the Customer uses during a Session where a sale
of a product or a service to Customer occurs. A "Session" is the
period of time beginning from a Customer's initial contact with
Merchant's site via a link from the Partner's site and terminating
when the Customer either returns to the Merchant's site via a link
from a site other than Partner's site or the Engagement expires or is
terminated.
3.3. Merchant shall have the sole right and responsibility for
processing all orders made by Customers. Partner acknowledges that
all agreements relating to sales to Customers shall be between
Merchant and the Customer.
3.4. All determinations of Qualifying Links and whether a commission
is payable will be made by The ShareaSale Network(tm) and will be
final and binding on both Merchant and Partner. Prices for the
products will be set solely by Merchant in its discretion.
3.5 3D Laser Gifts offers a 21 day return policy. Any customer taking advantage of this return policy will result in a reversal of your commissions for that customer.
4. Ownership and Licenses.
4.1. Each party owns and shall retain all right, title and interest
in its names, logos, trademarks, service marks, trade dress,
copyrights and proprietary technology, including, without limitation,
those names, logos, trademarks, service marks, trade dress, copyrights
and proprietary technology currently used or which may be developed
and/or used by it in the future.
4.2. Merchant grants Partner a revocable, non-exclusive, worldwide
license to use, reproduce and transmit the name, logos, trademarks,
service marks, trade dress and proprietary technology, as designated
in the Engagement or during the registration process in The ShareaSale
Network(tm), on Partner's site solely for the purpose of creating links
from Partner's site to Merchant's site during Engagements. Except as
expressly set forth in this Agreement or permitted by applicable law,
Partner may not copy, distribute, modify, reverse engineer, or create
derivative works from the same. Partner may not sublicense, assign or
transfer any such licenses for the use of the same, and any attempt at
such sublicense, assignment or transfer is void.
4.3. Partner grants Merchant a non-exclusive, worldwide, royalty-free
license to use, reproduce and transmit any graphic or banner ad
submitted by Partner solely for co-branding purposes or as a return
link from Merchant's site to Partner's site. Merchant will remove such
graphic or banner ad upon Partner's request.
Partner grants Merchant a non-exclusive, worldwide, royalty-free license to use, reproduce and transit any graphic or banner ad submitted by Partner solely for co-branding purposes or as a return link from Merchant's site to Partner's site. Merchant will remove such graphic or banner ad upon Partner's request.
4.4 Notwithstanding, purchase or bid for placement of any of 3D Laser Gifts' trademarked company names (including "3D Laser Gifts ","3DLaserGifts.com", "3D Laser Gifts", "3D Laser Gifts.com"), or for any variations or. misspellings thereof, within any search engine is prohibited without prior consent from 3D Laser Gifts.
4.5 Affiliates may not use any of the Company’s or the Site's visible URL's. You must not represent yourself as for example, the 3D Laser Gifts site (i.e. Affiliates cannot use www.3DLaserGifts.com, www.3dlasergifts.com)
4.6 As it pertains to Paid Search, Affiliate partners may not direct-link to www.3dlasergifts.com or any of the category or the store pages.
4.7 Violation of the above terms will result in nonpayment for related orders and termination from the Affiliate program immediately.
5. Termination.
5.1. Either party may terminate any Engagement at any time by deleting
their acceptance of the Engagement through The ShareaSale Network(tm).
Termination of an Engagement shall not terminate this Agreement or
any other Engagement.
5.2. Either party may terminate this Agreement at any time, for any
reason, provided that they provide at least five day's prior written
notice of such termination to the other party and The ShareaSale
Network(tm). Termination of this Agreement shall also terminate any
outstanding Engagements. However, all rights to payment, causes of
action and any provisions which by their terms are intended to survive
termination, shall survive termination of this Agreement.
6. Representations.
6.1. Each party represents to the other that (a) it has the authority
to enter into this Agreement and sufficient rights to grant any
licenses granted hereby, and (b) any material which is provided to the
other party and displayed on the other party's site will not (i)
infringe on any third party's copyright, patent, trademark, trade
secret or other proprietary rights or right of publicity or privacy;
(ii) violate any applicable law, statute, ordinance or regulation;
(iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene;
(v) violate any laws regarding unfair competition, antidiscrimination
or false advertising; (vi) promote violence or contain hate speech; or
(vii) contain viruses, trojan horses, worms, time bombs, cancelbots
or other similar harmful or deleterious programming routines.
6.2. EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES ANY
REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT
NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE.
7. Cross-Indemnification.
7.1. Each party hereby agrees to indemnify, defend and hold harmless
the other party and its affiliates, directors, officers, employees
and agents, from and against any and all liability, claims, losses,
damages, injuries or expenses (including reasonable attorneys' fees)
brought by a third party, arising out of a breach, or alleged breach,
of any of its representations or obligations herein.
8. ShareaSale Required Provisions.
8.1. Merchant and Partner jointly and severally hereby agree to
indemnify, defend, and hold harmless The ShareaSale Network(tm) and
ShareaSale Corporation and its affiliates, officers, directors,
employees and agents (collectively," ShareaSale ") from and against any
and all liability, claims, losses, damages, injuries or expenses
(including reasonable attorneys' fees) directly or indirectly arising
from or relating to any Offer, Engagement, any other matter related
to this Agreement or the subject matter hereof any dispute relating
thereto.
8.2. The parties agree that ShareaSale may rely on any data, notice,
instruction or request furnished to ShareaSale by either party which
is reasonably believed by ShareaSale to be genuine and to have been
sent or presented by a person reasonably believed by ShareaSale to be
authorized to act on behalf of one of the parties. In the event of
any dispute between the parties, the parties agree that to the extent
the parties contact and involve ShareaSale, ShareaSale may consult with and use counsel of its own choice in connection with such dispute
and the reasonable fees and disbursements of ShareaSale’s counsel shall
be within the costs and disbursements covered by the indemnity
specified in Section 8.1 above.
8.3. The parties acknowledge and agree that this Agreement and the
Engagements are only made possible due to ShareaSale and that the
parties shall not, for the duration of this Agreement and for
twenty-four (24) months thereafter, enter into any advertising,
collaborations or other commercial arrangements with each other
in connection with their sites on the World Wide Web except via The
ShareaSale Network(tm).
8.4. Merchant and Partner acknowledge and agree that the nature of
the Product is such that in its normal operation it may access and
download elements of software data from resources which are external
to the computer or device running the Product, such as Product enabled
servers. Merchant and Partner acknowledge that ShareaSale has not
undertaken to provide such external resources or servers and
specifically disclaims any representation or warranty as the
availability, quality or performance of such resources or whether
they may contain any defects which may affect the performance of
the Product or Merchant or Partner's computer. ShareaSale shall not
be responsible for provision of any communications facilities or the
costs associated with such communications.
8.5. Merchant and Partner agree that ShareaSale is an intended third
party beneficiary."
9. Limitation of Liability.
9.1. In no event shall either party be liable to the other party for
any direct, indirect, special, exemplary, consequential or incidental
damages, even if informed of the possibility of such damages.
9.2. The parties agree that The ShareaSale Network(tm) and ShareaSale
Corporation and its affiliates, officers, directors, employees and
agents shall not be liable to either party for any direct, indirect,
special, exemplary, consequential or incidental damages, even if
informed of the possibility of such damages.
10. General.
10.1. Each party shall act as an independent contractor and shall have
no authority to obligate or bind the other in any respect.
10.2. The parties agree that The ShareaSale Network(tm) and
ShareaSale Corporation are intended third party beneficiaries under
this Agreement.
10.3. This Agreement has been made in and shall be construed and
enforced in accordance with the laws of the state of Merchant's
headquarters. Any action to enforce this Agreement shall be brought
in the federal or state courts located in that state. If you need
to send official correspondence, send it via registered mail to
Merchant's headquarters to the attention of Merchant's legal
department.
10.4. This Agreement may be agreed to in more than one counterpart,
each of which together shall form one and the same instrument.
The parties agree that execution may be achieved in any format
convenient to the parties.
10.5. The provisions of this Agreement are independent of and
separable from each other, and no provision shall be affected or
rendered invalid or unenforceable by virtue of the fact that for
any reason any other or others of them may be invalid or
unenforceable in whole or in part.
11. Modification.
Merchant may modify any of the terms and conditions contained in this Agreement, at any time and in Merchant's sole discretion, by posting a change notice or a new agreement on Merchant's site. Merchant will also make commercially reasonable efforts to notify Partner 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 PARTNER, PARTNER'S ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. PARTNER'S CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING MERCHANT'S POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON MERCHANT'S SITE AND/OR SENDING PARTNER THE CHANGE NOTICE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE
12. Confidentiality.
Merchant may disclose to Partner certain information as a result of Partner's participation as part of the Affiliate Program, which information Merchant considers to be confidential (herein referred to as "Confidential Information"). For purposes of this Agreement, the term "Confidential Information" shall include, but not be limited to, any modifications to the terms and provisions of this Affiliate Program Agreement made specifically for Partner's site and not generally available to other members of the Affiliate Program, web site, business and financial information relating to Merchant customer and vendor lists relating to Merchant and pricing and sales.
13. Compliance with Laws.
You shall at all times insure that You and your affiliates, officers, directors, employees, consultants, agents and representatives, the conduct of your business, your performance under any Engagements with Merchant, and your use of any ShareaSale Network in any manner must at all times comply with all applicable federal, state, provincial and foreign laws, ordinances, rules, regulations, orders, judgments and decrees. Without limiting the generality of the foregoing, such laws shall include without limitation any state and federal laws dealing with the transmission and labeling of commercial and/or other electronic mail messages, laws relating to fraud or predatory or abusive business practices, and rules and regulations that are, from time to time, established by governmental agencies.
