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This Agreement contains the terms and conditions that apply to an individual's
or entity's participation in the MartialArtsMart.com Affiliates Program
(the "Program"). As used in this Agreement, "we" means MartialArtsMart.com,
and "you" means the applicant. "Site" means a World Wide Web site and,
depending on the context, refers either to MartialArtsMart.com's site
or to the site that you will link to our site.
1. Enrollment in the Program
To begin the enrollment process, you will submit a complete Program application
via email. We will evaluate your application in good faith and will notify you
of your acceptance or rejection. We may reject your application if we determine
(at our sole discretion) that your site is unsuitable for the Program.
Unsuitable sites include those that but not limited to:
- Promote sexually explicit materials
- Promote discrimination based on race, sex, religion, nationality,
. disability, sexual orientation, or age
- Promote illegal activities
- Include "Martial Arts Mart" or variations or misspellings
. thereof in their domain names
- Otherwise violate intellectual property rights
If we reject your application, you are welcome to reapply to the Program at any
time. You should also note that if we accept your application and your site is
thereafter determined (at our sole discretion) to be unsuitable for the Program,
we may terminate this Agreement.
2. Links on Your Site
Once you have been notified that your site has been accepted into the Program,
we will provide you with guidelines and graphical artwork to use in linking to
our home page. To permit accurate tracking, reporting, and referral fee accrual,
we will provide you with a special "tagged" link to be used in all links between
your site and our site. Links to our site placed on your site pursuant to this
Agreement and which properly utilize the special link are referred to as
"Special Links." You will only earn referral fees with respect to activity on
our site occurring directly through Special Links: we will not be liable to you
with respect to any failure by you to use Special Links, including to the extent
that such failure may result in any reduction of amounts which would otherwise
be paid to you pursuant to this Agreement.
3. Order Processing
We will process product orders placed by customers who follow special links 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. 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 to you
reports summarizing this sales activity. The form, content, and frequency of
the reports may vary from time to time at our discretion.
4. Referral Fees
We will pay you (in accordance with Sections 5 and 6 below) referral fees on
Product sales to customers. For a Product sale to be eligible to earn a referral
fee, the customer must follow a Special Link from your site to our site, select
and 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 sales made when the customer has
re-entered our site directly and not through a Special Link at your site,
even if the customer previously followed a link from your site to our site.
You will only earn referral fees with respect to activity on our site occurring
directly through Special Links.
5. Referral Fee Schedule
You will earn referral fees based on revenues according to referral fee schedules
to be established by us. Revenues derived by us from our sales of products,
excluding costs for shipping, handling, taxes, service charges, credit card
processing fees, and bad debt. The current referral fee schedule is:
10% on our merchandise.
You or your representative may inspect your referral-fee records at our corporate
office during business hours. There is no fee for any services rendered on our part.
We are not liable for any expenses that you may incure on your part if you elect to
visit us for review. For reasons of security, privacy, and other issues, we do not
mail or email any of our accounting information.
6. Referral Fee Payment
We will pay you referral fees on a monthly basis. Approximately 30 days following
the end of each month, we will send you a check for the referral fees earned on
our sales of products that were shipped during that month. However, if the
referral fees payable to you for any calendar month are less than $50.00, we will
hold those referral fees until the total amount due is at least $50.00 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
referral fee from your next monthly payment. If there is no subsequent payment,
we will send you a bill for the referral fee.
7. Policies and Pricing
Customers who buy products through this Program will be deemed to be customers
of MartialArtsMart.com. Accordingly, all MartialArtsMart.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. 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.
We will use commercially reasonable efforts to present accurate information,
but we cannot guarantee the availability or price of any particular product.
8. Identifying Yourself as an Affiliate
You may not make any press release with respect to this Agreement or your
participation in the Program without our prior written consent, which may
be given or withheld in our sole discretion. In addition, you may not in any
manner misrepresent or embellish the relationship between us and you, or
express or imply any relationship or affiliation between us and you or any
other person or entity except as expressly permitted by this Agreement
(including by expressing or implying that MartialArtsMart.com supports,
sponsors, endorses or contributes money to any charity or other cause).
9. We Reserve All Intellectual Property Rights
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. You agree to follow our Trademark Guidelines, as those
guidelines may change from time to time.
10. 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. For example,
you will be solely responsible for:
- The technical operation of your site and all related equipment
- 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)
- Ensuring that materials posted on your site are not libelous 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.
11. Term of the Agreement
The term 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. 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 MartialArtsMart.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 Products occurring during the term, and
referral 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.
12. Modification
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, 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 NEW AGREEMENT ON OUR SITE WILL CONSTITUTE
BINDING ACCEPTANCE OF THE CHANGE.
13. 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.
14. 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.
15. 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.
16. 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. 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.
17. Miscellaneous
This Agreement will be governed by the laws of the United States and the state
of California, 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 California, 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.
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