FOREWORD
Our affiliates are
very important to us. We do our best to treat you with the fairness and respect
you deserve. We simply ask the same consideration of you. We have written the
following affiliate agreement with you in mind, as well as to protect our company's
good name. So please bear with us as we take you through this legal formality.
If you have any
questions, please don't hesitate to let us know. We are strong believers in
straight-forward and honest communication. For quickest results please email us
at admin@ayurluxe.com.
Best regards,
Christian Karega
CEO/Founder
AFFILIATE AGREEMENT
PLEASE READ THE ENTIRE
AGREEMENT.
YOU MAY PRINT THIS
PAGE FOR YOUR RECORDS.
THIS IS A LEGAL
AGREEMENT BETWEEN YOU AND MERCHANT, INC. (DBA WWW.AYURLUXE.COM)
BY SUBMITTING THE
ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS
AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE
FOR EACH AND EVERY TERM AND CONDITION.
1. Overview
This Agreement
contains the complete terms and conditions that apply to you becoming an
affiliate in www.ayurluxe.com's Affiliate Program. The purpose of this
Agreement is to allow HTML linking between your web site and the www.ayurluxe.com
web site. Please note that throughout this Agreement, "we,"
"us," and "our" refer to www.ayurluxe.com, and
"you," "your," and "yours" refer to the
affiliate.
2. Affiliate Obligations
2.1. To begin the
enrollment process, you will complete and submit the online application at on
our website. The fact that we auto-approve applications does not imply that we
may not re-evaluate your application at a later time. We may reject your
application at our sole discretion. We may cancel your application if we
determine that your site is unsuitable for our Program, including if it:
2.1.1. Promotes
sexually explicit materials
2.1.2. Promotes violence
2.1.3. Promotes discrimination based on race, sex, religion, nationality,
disability, sexual orientation, or age
2.1.4. Promotes illegal activities
2.1.5. Incorporates any materials which infringe or assist others to infringe
on any copyright, trademark or other intellectual property rights or to violate
the law
2.1.6. Includes "Merchant" or variations or misspellings thereof in
its domain name
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory,
obscene, harassing, or racially, ethnically or otherwise objectionable to us in
our sole discretion.
2.1.8. Contains software downloads that potentially enable diversions of
commission from other affiliates in our program.
2.1.9. You may not create or design your website or any other website that you
operate, explicitly or implied in a manner which resembles our website nor
design your website in a manner which leads customers to believe you are Www.ayurluxe.com
or any other affiliated business.
2.2. As a member of www.ayurluxe.com's
Affiliate Program, you will have access to Affiliate Account Manager. Here you
will be able to review our Program’s details and previously-published affiliate
newsletters, download HTML code (that provides for links to web pages within
the Www.ayurluxe.com web site) and banner creatives, browse and get tracking
codes for our coupons and deals. In order for us to accurately keep track of
all guest visits from your site to ours, you must use the HTML code that we
provide for each banner, text link, or other affiliate link we provide you
with.
2.3. www.ayurluxe.com
reserves the right, at any time, to review your placement and approve the use
of Your Links and require that you change the placement or use to comply with
the guidelines provided to you.
2.4. The maintenance
and the updating of your site will be your responsibility. We may monitor your
site as we feel necessary to make sure that it is up-to-date and to notify you
of any changes that we feel should enhance your performance.
2.5. It is entirely
your responsibility to follow all applicable intellectual property and other
laws that pertain to your site. You must have express permission to use any
person's copyrighted material, whether it be a writing, an image, or any other
copyrightable work. We will not be responsible (and you will be solely
responsible) if you use another person's copyrighted material or other
intellectual property in violation of the law or any third party rights.
3. www.ayurluxe.com Rights and Obligations
3.1. We have the right
to monitor your site at any time to determine if you are following the terms
and conditions of this Agreement. We may notify you of any changes to your site
that we feel should be made, or to make sure that your links to our web site
are appropriate and to notify further you of any changes that we feel should be
made. If you do not make the changes to your site that we feel are necessary,
we reserve the right to terminate your participation in the www.ayurluxe.com
Affiliate Program.
3.2. www.ayurluxe.com
reserves the right to terminate this Agreement and your participation in the www.ayurluxe.com
Affiliate Program immediately and without notice to you should you commit fraud
in your use of the www.ayurluxe.com Affiliate Program or should you abuse this
program in any way. If such fraud or abuse is detected, www.ayurluxe.com shall
not be liable to you for any commissions for such fraudulent sales.
3.3. This Agreement
will begin upon our acceptance of your Affiliate application, and will continue
unless terminated hereunder.
4. Termination
Either you or we may
end this Agreement AT ANY TIME, with or without cause, by giving the other
party written notice. Written notice can be in the form of mail, email or fax.
In addition, this Agreement will terminate immediately upon any breach of this
Agreement by you.
5. Modification
We may modify any of
the terms and conditions in this Agreement at any time at our sole discretion.
In such event, you will be notified by email. Modifications may include, but
are not limited to, changes in the payment procedures and www.ayurluxe.com's
Affiliate Program rules. If any modification is unacceptable to you, your only
option is to end this Agreement. Your continued participation in www.ayurluxe.com's
Affiliate Program following the posting of the change notice or new Agreement
on our site will indicate your agreement to the changes.
6. Payment
www.ayurluxe.com uses
a third party to handle all of the tracking and payment. The third party is Affiliate
Marketing by Secomapp.
7. Access to Affiliate Account Interface
You will create a
password so that you may enter our affiliate account interface. From their site
you will be able to receive your reports that will describe our calculation of
the commissions due to you.
8. Promotion Restrictions
8.1. You are free to
promote your own web sites, but naturally any promotion that mentions www.ayurluxe.com
could be perceived by the public or the press as a joint effort. You should know
that certain forms of advertising are always prohibited by www.ayurluxe.com.
For example, advertising commonly referred to as "spamming" is
unacceptable to us and could cause damage to our name. Other generally
prohibited forms of advertising include the use of unsolicited commercial email
(UCE), postings to non-commercial newsgroups and cross-posting to multiple
newsgroups at once. In addition, you may not advertise in any way that
effectively conceals or misrepresents your identity, your domain name, or your
return email address. You may use mailings to customers to promote www.ayurluxe.com
so long as the recipient is already a customer or subscriber of your services
or web site, and recipients have the option to remove themselves from future
mailings. Also, you may post to newsgroups to promote www.ayurluxe.com so long
as the news group specifically welcomes commercial messages. At all times, you
must clearly represent yourself and your web sites as independent from www.ayurluxe.com.
If it comes to our attention that you are spamming, we will consider that cause
for immediate termination of this Agreement and your participation in the www.ayurluxe.com
Affiliate Program. Any pending balances owed to you will not be paid if your
account is terminated due to such unacceptable advertising or solicitation.
8.2. Affiliates that
among other keywords or exclusively bid in their Pay-Per-Click campaigns on
keywords, and/or any misspellings or similar alterations of these – be it
separately or in combination with other keywords – and do not direct the
traffic from such campaigns to their own website prior to re-directing it to
ours, will be considered trademark violators, and will be banned from
Merchant’s Affiliate Program. We will do everything possible to contact the
affiliate prior to the ban. However, we reserve the right to expel any
trademark violator from our affiliate program without prior notice, and on the
first occurrence of such PPC bidding behavior.
8.3. Affiliates are
not prohibited from keying in prospect’s information into the lead form as long
as the prospects’ information is real and true, and these are valid leads (i.e.
sincerely interested in Merchant’s service).
8.4. Affiliate shall
not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic
Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or
Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to
consumers from the time the consumer clicks on a qualifying link until such
time as the consumer has fully exited Merchant’s site (i.e., no page from our
site or any www.ayurluxe.com’s content or branding is visible on the end-user’s
screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean
an application that (a) through accidental or direct intent causes the
overwriting of affiliate and non affiliate commission tracking cookies through
any other means than a customer initiated click on a qualifying link on a web
page or email; (b) intercepts searches to redirect traffic through an installed
software, thereby causing, pop ups, commission tracking cookies to be put in
place or other commission tracking cookies to be overwritten where a user would
under normal circumstances have arrived at the same destination through the
results given by the search (search engines being, but not limited to, Google,
MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory
engines); (c) set commission tracking cookies through loading of Merchant site
in IFrames, hidden links and automatic pop ups that open www.ayurluxe.com’s
site; (d) targets text on web sites, other than those web sites 100% owned by
the application owner, for the purpose of contextual marketing; (e) removes,
replaces or blocks the visibility of Affiliate banners with any other banners,
other than those that are on web sites 100% owned by the owner of the
application.
9. Grant of Licenses
9.1. We grant to you a
non-exclusive, non-transferable, revocable right to (i) access our site through
HTML links solely in accordance with the terms of this Agreement and (ii)
solely in connection with such links, to use our logos, trade names,
trademarks, and similar identifying material (collectively, the "Licensed
Materials") that we provide to you or authorize for such purpose. You are
only entitled to use the Licensed Materials to the extent that you are a member
in good standing of www.ayurluxe.com's Affiliate Program. You agree that all
uses of the Licensed Materials will be on behalf of www.ayurluxe.com and the
good will associated therewith will inure to the sole benefit of www.ayurluxe.com.
9.2. Each party agrees
not to use the other's proprietary materials in any manner that is disparaging,
misleading, obscene or that otherwise portrays the party in a negative light.
Each party reserves all of its respective rights in the proprietary materials
covered by this license. Other than the license granted in this Agreement, each
party retains all right, title, and interest to its respective rights and no
right, title, or interest is transferred to the other.
10. Disclaimer
WWW.AYURLUXE.COM MAKES
NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING WWW.AYURLUXE.COM
SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED
WARRANTIES OF WWW.AYURLUXE.COM ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. 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.
11. Representations and Warranties
You represent and
warrant that:
11.1. 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;
11.2. You have the
full right, power, and authority to enter into and be bound by the terms and
conditions of this Agreement and to perform your obligations under this
Agreement, without the approval or consent of any other party;
11.3. You have
sufficient right, title, and interest in and to the rights granted to us in
this Agreement.
12. Limitations of Liability
WE WILL NOT BE LIABLE
TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT,
NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING,
WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST
BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT,
IN NO EVENT SHALL WWW.AYURLUXE.COM'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF
OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT
LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION
FEES PAID TO YOU UNDER THIS AGREEMENT.
13. Indemnification
You hereby agree to
indemnify and hold harmless www.ayurluxe.com, and its subsidiaries and
affiliates, and their directors, officers, employees, agents, shareholders,
partners, members, and other owners, against any and all claims, actions,
demands, liabilities, losses, damages, judgments, settlements, costs, and
expenses (including reasonable attorneys' fees) (any or all of the foregoing
hereinafter referred to as "Losses") insofar as such Losses (or
actions in respect thereof) arise out of or are based on (i) any claim that our
use of the affiliate trademarks infringes on any trademark, trade name, service
mark, copyright, license, intellectual property, or other proprietary right of
any third party, (ii) any misrepresentation of a representation or warranty or
breach of a covenant and agreement made by you herein, or (iii) any claim
related to your site, including, without limitation, content therein not
attributable to us.
14. Confidentiality
All confidential
information, including, but not limited to, any business, technical, financial,
and customer information, disclosed by one party to the other during
negotiation or the effective term of this Agreement which is marked
"Confidential," will remain the sole property of the disclosing
party, and each party will keep in confidence and not use or disclose such
proprietary information of the other party without express written permission
of the disclosing party.
15. Miscellaneous
15.1. You agree that
you are an independent contractor, and nothing in this Agreement will create
any partnership, joint venture, agency, franchise, sales representative, or
employment relationship between you and Www.ayurluxe.com. 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 any other of Your Site or
otherwise, that reasonably would contradict anything in this Section.
15.2. Neither party
may assign its rights or obligations under this Agreement to any party, except
to a party who obtains all or substantially all of the business or assets of a
third party.
15.3. This Agreement
shall be governed by and interpreted in accordance with the laws of the State
of Texas without regard to the conflicts of laws and principles thereof.
15.4. You may not
amend or waive any provision of this Agreement unless in writing and signed by
both parties.
15.5. This Agreement
represents the entire agreement between us and you, and shall supersede all
prior agreements and communications of the parties, oral or written.
15.6. The headings and
titles contained in this Agreement are included for convenience only, and shall
not limit or otherwise affect the terms of this Agreement.
15.7. If any provision
of this Agreement is held to be invalid or unenforceable, that provision shall
be eliminated or limited to the minimum extent necessary such that the intent
of the parties is effectuated, and the remainder of this agreement shall have
full force and effect.
