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Libida Affiliate Terms and Conditions
This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Libida.com Affiliate Program (the "Program"). As used in this Agreement, "we", "our(s)" or "Libida" means Bedrock, Inc. d/b/a/ Libida.com, and "you" "your(s)" or "Affiliate" means the Affiliate. "Site" means a World Wide Web site and, depending on the context, refers either to Libida.com's site, located at the URL www.libida.com, or to any site that you will link to our site (and which you will identify in your Program application).
To begin the enrollment process, you will submit a complete Program application via our site. 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. 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 (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement.
1. Libida Agrees:
a. Libida will provide an e-commerce solution for Affiliate's Site traffic seeking to purchase adult videos, toys, books and sensual products.
b. For every user who clicks directly through to Libida via Product links (a "Product" is any product listed on our site) from Affiliate's site, and who purchases a Product from Libida in that given session ("Customer"), Libida agrees to provide Affiliate with a Fee. "Fee(s)" shall mean 15% of the gross sale, minus shipping, handling & taxes, received by Libida for a specific order. For a Product sale to be eligible to earn a Fee, the Customer must follow a Special Link (defined below) from the Affiliate site to Libida's site, select and purchase the Product using Libida's automated ordering system, accept the delivery of the Product at the shipping destination, and remit full payment to Libida. Libida is not obligated to provide payment for any orders placed by users if such user in a different session, comes back to Libida through means other than Special Links on Affiliate's site (even if such user was previously a Customer). Libida is only obligated to provide such Fee payments to Affiliate for Customers if a Customer comes directly to Libida from Special Links on Affiliate's site and purchase a Product in that given session and provides payment to Libida for that Product.
c. Libida will process Customer's orders placed by users who follow Special Links (defined below) from Affiliates site to Libida's site. Libida reserves the right to reject orders that do not comply with any requirements that we may establish periodically. 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 by using Special Links from your site to our site and will make available to you quarterly reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion.
d. Libida agrees to provide the Fees due for Customers thirty (30) days after the close of each month. In calculating the amount, we will deduct any Fees from your next monthly payment if a Product that generated a Fee is returned by the Customer. If there is no subsequent payment, we will send you a bill for the Fee.
2. Affiliate Agrees:
a. Product Links: You may select one or more Products to list on your site. For each selected Product, you will display on your site a short description, review, or other reference. You will be responsible for the content, style, and placement of these references. You will provide a Special Link (as defined below) from each Product reference on your site to the corresponding Libida's online catalog entry. Each such Special link will connect directly to a single item in our online catalog. You may add or delete Products (and related Special Links) from your site at any time without our approval.
b. To permit accurate tracking, reporting, and Fee accrual, we will provide you with special "tagged" link formats to be used in all links between your site and our site. You must ensure that each of the links between your site and our site properly utilizes such special link formats. Links to our site placed on your site pursuant to this Agreement and which properly utilize such special link formats are referred to as "Special Links." You will earn Fees only 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 Fees that would otherwise be paid to you pursuant to this Agreement.
c. General Link to Libida.com Home Page: As a participant in the Program, you agree to provide a general link on your site to our home page at http://www.libida.com. We will provide you with guidelines and graphical artwork to use in linking to our home page.
d. To receive Fees for Customer purchases of Libida Products, Affiliate agrees to utilize the Libida Product names for the Special Links and adult product recommendations on Affiliates site that Libida sells.
e. Affiliate agrees to not purchase Products during sessions initiated through the links on your site for your own use, for resale or commercial use of any kind, except that Affiliate can purchase Products through Special Links solely for Affiliate's use in writing a review of the Product on Affiliate's site. This includes orders for customers or on behalf of customers or orders for products to be used by you or your friends, relatives, or associates in any manner. Such purchases may result (in our sole discretion) in the withholding of Fees or the termination of this Agreement. In addition, you may not: (a) directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using Special Links on your site to access our site (e.g., by implementing any "rewards" program for persons or entities who use Special Links on your site to access our site); (b) post any Special Links on any Web site or other platform that is accessible through any Internet Access Appliance; (c) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity; (d) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of our site; (e) make any orders or subscription requests, or engage in other transactions of any kind on our site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so; (f) take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring; or (g) post or serve any advertisements or promotional content around or in conjunction with the display of our site (e.g., through any "framing" technique or technology or pop-up windows), or assist, authorize, or encourage any third party to take any such action. If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any Fees otherwise payable to you under this Agreement and/or terminate this Agreement.
f. 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:
1. the technical operation of your site and all related equipment
2. creating and posting Product descriptions on your site and Special Linking those descriptions to our catalog
3. the accuracy and appropriateness of materials posted on your site (including, among other things, all Product-related materials)
4. 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)
5. ensuring that materials posted on your site are not libelous or otherwise illegal
3. Both Parties Agree:
a. Customers who buy Products through this Program will be deemed customers of Libida. Accordingly, all Libida rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers (as is evidenced on the website www.libida.com). 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.
b. To coordinate with each parties' engineering team as necessary, so that both parties can best coordinate the interface, speed, performance and accuracy associated with the relationship between Affiliate's site and Libida. Upon notification to Affiliate in advance, Libida is authorized to alter Libida's logo, links, interfaces, etc. as necessary to provide optimization and stylistic accommodations, and Affiliate agrees to assist Libida as necessary in these efforts. Both parties agree to notify the alternate party of any factor coming to its attention that is likely to occasion any material delay in the timing of any of these matters, and to work in good faith to resolve such delays.
c. This Agreement is a non-exclusive Affiliate Agreement and both parties have the right to enter into agreements with third parties to provide the same or similar services as those contemplated under this Agreement.
d. Libida is authorized to make any press releases with respect to this Agreement or your participation in the Program. Both parties shall refrain from any use of the company name, trademarks, service marks, or tradenames of each other in any manner which is not expressly permitted herein.
e. The term of this Agreement will begin upon email and/or written acceptance by Libida of your Affiliate online 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 one (1) business day advance written or email notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all Special Links to our site, and all Libida trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with this Agreement. You are eligible to earn Fees only on our sales of Products that occur 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.
f. In performing this Agreement, both parties agree to avoid designing or developing any items that infringe any intellectual property rights of any third party. The responsible party agrees, at its own expense, to defend or settle any claim, suit or proceeding brought against the non-responsible party for alleged or actual breach of this warranty.
g. We make no express or implied warranties or representations with respect to this Agreement and/or our Affiliate 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.
h. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. This Agreement shall be construed in accordance with the laws of California, except the arbitration clause which shall be enforced pursuant to the Federal Arbitration Act. The Arbitrator's decision shall follow the plain meeting of the relevant documents, and shall be final and binding. Upon award, judgment may be recorded in and enforced by any court of competent jurisdiction. All post proceedings shall be governed by the USAA.
i. This Agreement may not be assigned, nor any duty hereunder delegated, by Affiliate without the written consent of the Libida, any assignment in violation of this provision is void.
j. This Agreement sets forth the entire agreement and understanding of the parties on the subject matter hereof and supersedes all prior and contemporaneous written and/or oral agreements, arrangements, communications and understandings relating to the subject matter hereof. This Agreement may be amended, modified, superseded or canceled, and any of the terms hereof may be waived, only by a written instrument executed by each party. A waiver by either of the parties hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any covenant, condition, or agreement herein contained.
k. Confidentiality. (1) During and for a period of two (2) years past termination of this Agreement, both parties shall hold in confidence and take reasonable measures to safeguard: both parties source code; any information concerning either party's marketing or future product plans; and terms of this Agreement; and any additional business or technical information of a confidential or proprietary nature disclosed by either party in furtherance of this Agreement. (2) The above restrictions shall not apply to any information that is already known by the receiving party, generally known to the public or trade, obtained from a third party without violation of any legal rights of the disclosing party, or independently derived from other sources.
l. We grant you a nonexclusive, revocable right to electronically use the graphic images and text provided by Libida, and such other images for which we grant express permission, solely on your website and solely for the purpose of identifying your site as an Affiliate Program participant and to assist in generating Product sales. You may not modify the graphic images 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 and proprietary rights. You agree to follow our Trademark Guidelines, as those guidelines may change from time to time. We may revoke your license at any time by giving you written and/or email notice.
m. Libida 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. 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.
n. 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.
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