This Agreement contains
the complete terms and conditions that apply to an individual's
or entity's participation in the babygiftusa.com Affiliate Program
(the "Program"). As used in this Agreement, "we" or "our" refers
to or means babygiftusa.com.
To begin the enrollment process, you will submit a complete online
registration form. 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 (in our sole discretion)
that your site is unsuitable for the Program for whatever reason.
If we reject your application, you are welcome to reapply to
the Program at any time.
You will either link directly to babygiftusa.com's homepage or
you will select one or more products to list on your site. You
will be responsible for the content, style, and placement of these
references. You may not alter product images or descriptions.
Product prices and availability may vary from time to time. Do
not include price information in your product descriptions.
You may not alter any banners, logos, or other content from babygiftusa.com's
site without written permission from babygiftusa.com. You may
add or delete products (and related links) from your site at any
time without our approval. We will post new standards relating
to our banners, logos, and content on our site in the Program
area. It is your responsibility as a Program member to ensure
that all changes are adhered to.
We will process product orders placed by customers who follow
links from your site to that of babygiftusa.com. We reserve the
right to reject orders that do not comply with our requirements.
We will be responsible for all aspects of order processing and
fulfillment. We will prepare order forms, process payments, cancellations,
and returns; and handle customer service. We will track sales
made to customers who purchase our products using links from your
site to our store and will provide you reports summarizing this
sales activity. In addition, we will provide you with a unique
URL that links to our homepage, as well as a URL to our special
tracking system, which will allow you to view all traffic and
sales from your site to ours at your discretion.
Subject to the terms and conditions of this Agreement, we will
pay you referral fees on all product sales generated from your
site. For a product sale to generate a referral fee, the customer
must follow a link from your site to our store, purchase a product
using our ordering system, accept delivery of the product at
the shipping destination, and remit full payment to us.
You will earn a 10% commission on sales revenue from qualifying
products. Sales revenue means the price a customer pays for a
product and excludes shipping and handling costs, gift wrapping
costs, returns, chargebacks, fraud, exchanges, credit card processing
fees, and taxes. Subject to the terms and conditions of this Agreement,
we will pay you referral fees on a quarterly basis. 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.
Customers who buy products through this Program will be deemed
to be customers of babygiftusa.com. Accordingly, all babygiftusa.com
rules, policies, and operating procedures concerning customer
orders, customer service, marketing, promotions, and product sales
will apply to those customers. We may change our policies and
operating procedures at any time.
We will make available
to you a graphic image that identifies your site as a Program
participant. You will prominently display this logo or the phrase
"in association with babygiftusa.com" on your site. We may modify
the text or graphical image of this notice from time to time.
If we do so, you must display the modified text or graphical image
in lieu of the old one. In addition, we encourage (but do not
require) you to include a link to the babygiftusa.com home page
We grant you a non-exclusive, non-transferable, non-sublicensable,
revocable right to use the babygiftusa.com Affiliate icon and
other babygiftusa.com images for which we grant express permission,
solely for the purpose of identifying your site as a Program participant.
You may not modify any of our images in any way. We reserve all
of our rights to our images, our trade names and trademarks, and
all other intellectual property rights. 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:
the technical operation of your site and all related equipment
the accuracy and appropriateness of materials posted on your
site (including, among other things, all product-related materials).
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
Except as provided here, you agree that you have no rights, title
or interest in any babygiftusa.com text, content, image or other
intellectual property. You agree not to apply for registration
of any babygiftusa.com images, content or any other intellectual
property anywhere around the world. You agree that you will not
engage, participate or otherwise become involved in any activity
or course of action that diminishes and/or tarnishes babygiftusa.com.
Participants acknowledge and agree that their web site information
(name, URL, traffic counts, etc.) may be utilized by babygiftusa.com.
Possible uses include (but are not limited to) lists of the busiest
sites, lists of member sites, etc. Participants agree to allow
babygiftusa.com to use screen shots of any web page that contains
the babygiftusa.com HTML code in babygiftusa.com promotional materials.
The information provided by babygiftusa.com to members may be
proprietary in nature. Participants acknowledge that they are
not competitors of babygiftusa.com, and agree not to share this
information with any competitors.
Anyone found in violation of these terms and conditions is subject
to being banned or terminated from babygiftusa.com's Affiliate
The terms of this Agreement will begin upon our acceptance of
your Program application and will end upon termination 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 occurring during the term, and fees earned through the
date of termination will remain payable only if the related product
orders are not canceled or returned. We may withhold your final
payment for a reasonable time to ensure that the correct amount
We reserve the right to modify any of the terms and conditions
contained within this Agreement, at any time, without prior notice,
and in our sole discretion, by posting a change notice or 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. Your continued participation
now, or within thirty (30) days following the posting notice
of any changes in these terms and conditions, will constitute
a binding acceptance by you of such rules, changes or modifications.
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
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 INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL
DAMAGES OF ANY KIND WHATSOEVER (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 TO THIS AGREEMENT. WE MAKE
NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT
TO THE PROGRAM OR ANY MERCHANTABILITY, NON-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
Further, you will indemnify and hold us harmless from all claims,
damages and expenses (including, without limitation, attorney's
fees) relating to any warranties or representations made by you
with respect to the Program or product sold through the Program
or babygiftusa.com. Further, you will indemnify and hold us harmless
from all claims, damages and expenses (including without limitation,
attorney's fees) relating to any warranties or representations
made by you with respect to the Program or any products sold through
the Program or babygiftusa.com. This obligation will survive any
termination of this Agreement.
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 PARTICIPATION 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 New York, 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 New York, NY
and you irrevocably consent to the exclusive 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.
babygiftusa.com, Inc. All Rights Reserved.