This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Superior Martial Arts Supply Affiliates Program (the "Program"). As used in this Agreement, "we" means Superior Martial Arts, Inc., and "you" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to Superior's Martial Arts Supply site or to the site that you will link to our site.
To begin the enrollment process, you will submit a complete Program registration form via our site. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include those that:
If we reject your application, you are welcome to reapply to the Program at any time.
We will process product orders placed by customers who follow special links from your site to the Superior Martial Arts Supply site. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. 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. We will track sales made to customers who purchase products using special links from your site to our site and will make available reports summarizing the sales activity. To permit accurate tracking, reporting, and fee accrual, you must ensure that the special links between your site and our site are properly formatted.
We will pay you referral fees on certain product sales. For a product sale to generate a referral fee, the customer must follow a special link (in the format specified by Superior Martial Arts Supply) from your site to the Superior Martial arts supply site; purchase the product using our automated ordering system; accept delivery of the product at the shipping destination; and remit full payment to us. We will not, however, pay referral fees on any products that are bought after the customer has reentered the site (other than through a special link from your site), even if the customer previously followed a link from your site to our site. The Program is intended for commercial use only, and you may not purchase products through the Program for your own use. Such purchases may result (in our sole discretion) in the withholding of referral fees or the termination of this Agreement. Products that are entitled to earn referral fees under the rules set forth above are hereinafter referred to as "Qualifying Products."
You will earn referral fees based on the sale price of Qualifying Products (as defined above), according to fee schedules to be established by us. "Sale price" means the sale price listed in our catalog (in the "price" column) and excludes costs for shipping, handling, gift-wrapping, and taxes. The current fee schedule is:
We will pay you referral fees on a quarterly basis. Approximately 30 days following the end of each calendar quarter, we will send you a check for the referral fees earned on products that were shipped during that quarter, less any taxes that we are required by law to withhold. However, if the fees payable to you for any calendar quarter are less than $100.00, we will hold those fees until the total amount due is at least $100.00 or (if earlier) until this Agreement is terminated. If a product that generated a referral fee is returned by the customer, we will deduct the corresponding fee from your next quarterly payment. If there is no subsequent payment, we will send you a bill for the fee.
All New affiliates first quarter referral fees will be paid within 30 days of the end of the first active quarter, This is a good faith payment to establish or relationship. (Most affiliate programs will not do it, We do because we know the volume of sales we can generate throw this program if we establish strong affiliate relationships.
Customers who buy products through this Program will be deemed to be customers of
Superior Martial Arts Supply. Accordingly, all Superior Martial Arts Supply 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 this 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 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.
We will make available to you a small graphic image that identifies your site as a Program participant. You must display this logo or the phrase "In association with Superior Martial Arts Supply" somewhere on your site.
We may modify the text or graphic image of this notice from time to time. In addition, we encourage (but do not require) you to include a link to the Superior Martial Arts Supply home page at
http://www.superiormartialarts.com.
We grant you a nonexclusive, revocable right to use the icon and message described in Section 8 and such other images for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist in generating product sales. You may not modify the icon, the message, or any of our images in any way. We reserve all of our rights in the icon, the message, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow Trademark Guidelines, as those may change from time to time.
We may revoke your license at any time by giving you written notice.
You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:
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.
The terms of this Agreement will begin upon our acceptance of your Program 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. You are only eligible to earn referral fees on sales of Qualifying Products occurring during the term, and fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
We may modify any of the terms and conditions contained in this
Agreement, at any time and in our sole discretion, by posting a change
notice or a new agreement on our site. 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 YOU, YOUR ONLY RECOURSE IS 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.
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.
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.
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, no infringement, 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.
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.
This Agreement will be governed by the laws of the United States and the state of Washington, without reference to rules governing choice of laws. 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.