This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the RedlineGoods Affiliate Program, herinafter referred to as "Program" and the establishment of links from your Affiliate web site to the RedlineGoods Main Home Page at the URL https://www.redlinegoods.com.
Please print a copy of this agreement for your records.
1. Enrollment in the Program - To begin the enrollment process, you must submit a complete Affiliate application. Your application will be approved automatically and you will be recognized as an Affiliate instantaneously.If we determine (at our sole discretion), at a later date, that your site is unsuitable as one of our Affiliates, for any reason, but not limited to the inclusion of content on your web site that is unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable, we may terminate this Agreement.
2. Promotion of our Relationship - We will provide you with guidelines and graphical artwork to use in linking to our website in a manner that will provide correct and accurate tracking of sales generated by your affiliation.
3. Order Processing - We will process product orders placed by customers who follow from your site to our site. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish, however those requirements for Affiliate-generated orders are and will be no different to our standard procedures. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms; process payments, cancellations, and returns; and handle customer service.
4. Referral Fees - You will earn referral fees based on qualifying revenues according to referral fee schedules to be established by us. "Qualifying revenues" are revenues derived by us from our net sales of qualifying products, excluding taxes as per article 19 of this agreement.We will track sales made to customers who purchase products using special links from your site to our site and will make available to you reports summarizing this sales activity. Your affiliate reports will be made available to you automatically in the affiliate tracking system, to be accessed at your convenience.The Affiliate Program is intended for commercial use, however you may purchase products through the Program for your own use, however excessive purchases of such nature, if accompanied by complete lack of 3rd party orders originating from your Affiliate activity, may result (at our sole discretion) in the withholding of referral fees or the termination of this Agreement.
5. Pay Per Click (PPC) bidding- RedlineGoods Affiliates are not allowed soliciting sales by using Pay Per Click (PPC), Pay-Per-Click programs offered by internet sites such as Google or Microsoft on terms RedlineGoods, Redline Goods, RedlineGoods coupons or any variations thereof. Basically no trademark OR trademark + bidding is Permitted without expressed written consent.
6. Coupon policy- Our coupons are publicly posted on our website. RedlineGoods Affiliates wishing to use such Coupons are free to do so. RedlineGoods will, at our sole discretion, generate unique coupons to select affiliates. Such coupons cannot be used by other affiliates.In short, if the coupon code a RedlineGoods Affiliate was not sourced from our website or via contacting us, the affiliate is not allowed to use it.
7. Report of Sales - You will have the ability to enter a password-protected site to receive your sales statistics on a daily basis.
8. Policies and PricingCustomers who buy products through this Affiliate Program will be deemed to be customers of RedlineGoods.com. Accordingly, all RedlineGoods.com rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. We will use every reasonable effort to present accurate information, but we cannot guarantee the availability or price of any particular product.
9. Identifying Yourself as an Affiliate - We will make available to you a small graphic image that identifies your site as a RedlineGoods Affiliate Program participant. You may display this logo somewhere on your site, with the words, "RedlineGoods Affiliate" below it, and use the special link format to link to the RedlineGoods Main Home Page. We may modify the text or graphic image of this notice from time to time.
10. Limited License - We grant you a nonexclusive, revocable right to use the graphic image and text described in Section 9 and such other images for which we grant express permission, solely for the purpose of identifying your site as an Affiliate Program participant and to assist in generating product sales. You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. We may revoke your license at any time by giving you written 30-day notice.
11. Responsibility for Your Site - You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. As an example, you will be solely responsible for 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, for example, copyrights, trademarks, privacy, or other personal or proprietary rights); and, ensuring that materials posted on your site are not libellous or otherwise illegal. We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.
12. Term of the Agreement - The term of this Agreement will begin upon our acceptance of your RedlineGoods Affiliate application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all RedlineGoods.com trademarks, trade dress and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are only eligible to earn referral fees on our sales of qualifying products occurring during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not cancelled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
13. Modification - We may modify any of the terms and conditions contained in this Agreement, at any time and at our sole discretion, by posting a change notice on our web site, emailing you such a notice, or, posting a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the program following our posting of a change notice or the posting of a new agreement on our site will constitute binding acceptance of the change.
14. Relationship of Parties - You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.
15. Limitation of Liability - We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.
16. Disclaimers - We make no express or implied warranties or representations with respect to the Program or any products sold through the RedlineGoods Affiliate Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
17. Independent Investigation - You acknowledge that you have read this agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this agreement or operate web sites that are similar to or compete with your web site. You have independently evaluated the desirability of participating in the program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.
18. Tax Compliance - RedlineGoods Affiliates operating in states, where operation of affiliates creates a nexus according to state tax laws, must not perform any solicitation activities in that State that would cause nexus. RedlineGoods will require certification and yearly re-certification of such affiliates. Failure to certify, or recertify, by a RedlineGoods Affiliate will impose tax duties on RedlineGoods regarding collection of sales tax for sales placed in such States. Sales taxes will be deducted from Affiliate Referral Fees.
19. Miscellaneous - This Agreement will be governed by the laws of the United States and the state of Delaware, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Wilmington, Delaware, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
