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| Program Overview - Terms and Conditions | ||||||||||||
| WigShop.com makes its Affiliate
Program available under the following terms and conditions only. AFFILIATES PROGRAM OPERATING AGREEMENT THIS AGREEMENT states all the terms and conditions that apply to your participation in the WigShop.com Affiliates Program (the "Program"). As used in this Agreement, "we" means SC Direct, Inc., and "you" means the applicant. The term "site" refers to a site on the World Wide Web and, depending on the context, refers either to WigShop.com 's site located at the Uniform Resource Locator "www.WigShop.com " or to the site you identify in your Program application as being linked to our site. 1. How to Enroll in the Program To begin, submit a completed Program application through our site. We will consider your application and notify you if your application has been accepted. We reserve the right to reject your application for any reason or for no reason at all. If we reject your application, you can reapply when you believe that circumstances have changed materially. If we accept your application and later ascertain in our sole discretion that your site is (or has become) unsuitable, we may terminate this Agreement. 2. Calculating and Making Payments to You (a) A purchase which will qualify for a commission (a "Qualifying Purchase") is one meeting all of the following criteria: (i) the products are sold by us; (ii) the products are purchased by users linking to our site from your site pursuant to a link; (iii) the products are shipped by us; and (iv) we have received full payment in connection with the products. Your commission rates will be based on the aggregate amount actually paid to us for Qualifying Purchases, excluding amounts collected by us for sales taxes, duties, gift-wrapping, shipping, handling, and similar charges, amounts due to credit-card fraud, bad debts, and credits for returned goods. Commission rates are currently as follows:
(b) We will pay you commissions on a quarterly basis. Approximately thirty (30) days following the end of each calendar quarter, we will send you a check for commissions earned on Qualifying Purchases that were shipped during that quarter, less any taxes that we are required by law to withhold. However, we will not write you checks in amounts of $100 or less. Commissions earned in any period in amounts of $100 or less will be rolled into the following quarter's checks, and will be paid upon the earlier of: (i) the date when such following quarter's checks are due; and (ii) expiration or termination of this Agreement. 3. Links to Our Site from Your Site If and after we notify you that your application has been accepted, you may provide on your site one or more of the links provided for your use in the "banners" section of this site. It will be your sole responsibility to ensure that each link to our site functions properly and in accordance with any guidance we may provide from time to time. 4. Exclusive Wig Seller Subject to the terms and conditions set forth below, we will be the exclusive wig seller appearing or advertising on your site. You agree that you will not (directly or indirectly) allow anyone other than us to sell wigs on your site or link their site to yours in connection with the sale of wigs. 5. Linked Customers Are Our Customers; Processing of Orders Customers who buy our products through the Program will be deemed to be customers of ours. Accordingly, all of our 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. For example, we will determine the prices to be charged for products sold under the Program in accordance with our own pricing policies. Prices and availability of products may vary from time to time. Because price changes may affect products of ours that you already have listed on your site, you may not include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product. Although we intend to process and fulfill orders placed by customers who follow links from your site to ours, we may reject orders that fail to comply with any requirements we establish from time to time. Processing payments and dealing with cancellations and returns will be solely our responsibility, as will customer service. We will make available to you reports summarizing such sales activity in such form, content, and frequency as we, in our sole discretion, may determine from time to time. 6. Publicity You will not create, publish, distribute, or permit any written material that makes reference to us without first submitting such material to us and receiving our prior written consent. 7. Licenses and Use of Our Logos and Trademarks (a) We grant you a non-exclusive, non-transferable, revocable right to (i) access our site through links solely in accordance with the terms of this agreement and (ii) solely in connection with such links, to use the WigShop.com trademark and logo and similar identifying material relating to us (but only in the form(s) that they appear on the "Banner" section of this site) (collectively, the "Licensed Materials"), for the sole purpose of linking your site to our site, where your users can purchase our products. You may not alter, modify, or change the Licensed Materials in any way. You are entitled to use the Licensed Materials only to the extent that you are a member in good standing of the program. (b) You will not make any specific use of any Licensed Materials for purposes other than selling our products on your site without first submitting a sample of such to us and obtaining our prior written consent. You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays us in a negative light. We reserve all of our rights in the Licensed Materials and of our other proprietary rights. We may revoke your license at any time, by giving you written notice. (c) Except as provided in this Agreement, you will not use nor authorize anyone else to use our name or trademarks. Any use which you make of our name or trademarks will inure to our sole benefit, and you will accrue no rights in such name or trademarks. Under no circumstances shall you use any of our names or trademarks in your corporate or business name. (d) You grant to us a non-exclusive license to utilize your names, titles, and logos to advertise, market, promote, and publicize in any manner our rights hereunder; provided, however, that we shall not be required to so advertise, market, promote, or publicize. This license shall terminate upon expiration or termination of this Agreement. 8. Your Obligations Concerning Your Site (a) You will be solely responsible for the development, operation, and maintenance of your site and for all materials appearing there. Such responsibilities include, but are not limited to, the technical operation of your site and all related equipment; creating and posting product reviews, descriptions, and references on your site and linking those descriptions to our catalog; the accuracy and propriety of materials posted on your site; ensuring that anything posted on your site does not violate or infringe anyone's rights and is not defamatory or otherwise unlawful. (b) We disclaim all liability for all such matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, but not limited to, our attorneys' fees) relating to the development, operation, maintenance, and contents of your site. (c) You will ensure that in no way will your site resemble ours nor will it create the impression that it is part of our site. 9. Unsuitable Sites We view sites that do any of the following as unsuitable for participation in the Program: (a) Promote (i) discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (ii) hatred or violence; (b) Promote any activity which is immoral or illegal; (c) Promote or deal in nudity or sexually explicit materials; (d) Make any use of WigShop.com (tm), WigShop.com ®, Wigs by Paula®, or any other mark which we own or use, or any words likely to be confusing with any such mark, whether in their domain names or otherwise, except in links which we have provided for your use; or (e) Engage in password trading, or violate anyone's copyrights, trademarks, patents, or other intellectual property rights. 10. Term The term of this Agreement will begin upon our acceptance of your application (if we accept it) and will end when terminated by either you or us. 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 any of our marks, names, trade dress and logos, and all other materials provided by or on behalf of us to you pursuant to this Agreement or in connection with the Program. You are eligible to earn commissions on Qualifying Purchases only to the extent that they occur during the term, and commissions earned through the date of termination will remain payable only to the extent that related orders are not canceled or returned. We may withhold your final payment for a period of sixty (60) days to ensure that the correct amount is paid. 11. Modification We may modify any of the terms and conditions contained in this Agreement at any time at our sole discretion. You will be notified by e-mail and a change notice will be posted on our site. Modifications may include, but need not be limited to, changes in the scope of available commissions, commission schedules, payment procedures, and Program rules. If any modification is unacceptable to you, your only recourse will be to terminate this Agreement. Your continued participation in the Program following our posting of a change notice or new Agreement on our site will constitute binding acceptance of the change. 12. Our Relationship with You 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 us. 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 would contradict anything in this paragraph. 13. 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. Our aggregate liability arising with respect to this Agreement and the Program will not exceed the total commissions paid or payable to you under this Agreement for the year in which you earned the most money under the program. 14. Disclaimers We make no express or implied warranties or representations with respect to the Program or any products sold through the 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. 15. Your Representations and Warranties You hereby represent and warrant to us as follows: (a) You are an adult of at least 18 years of age. (b) This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms. (c) The execution, delivery, and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which you are subject; (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties; (iii) any provision of your by-laws or certificate of incorporation; or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties. (d) You are the sole and exclusive owner of your trademarks and have the right and power to grant to us the license to use your trademarks in the manner indicated in this Agreement, and such grant does not and will not (i) breach, conflict with, or constitute a default under any Agreement or other instrument applicable to you or binding upon your assets or properties, or (ii) infringe upon any anyone else's trademark, trade name, service mark, copyright, or other proprietary right. (e) No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by you in connection with the execution, delivery, and performance of this Agreement or the taking by you of any other action contemplated by this Agreement. (f) There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against you, or any affiliate of yours, with respect to the execution, delivery, or consummation of this Agreement, or with respect to your trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding. (g) 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. 16. Location of Dispute-Resolution Forum; Governing Law This Agreement will be governed by the laws of the United States and the Commonwealth of Massachusetts, 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 Bristol County, Massachusetts, 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 be 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. By clicking the "Accept" button displayed on the terms page after your registration form has been submitted, you indicate that you have read and accept these terms and conditions. |
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