Daisy Maze Affiliate Agreement
This DaisyMaze.com Affiliate Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the DaisyMaze.com Affiliate Program (the "Program"). This Agreement is made and entered into by Daisy Maze, Inc. ("Daisy Maze"), and you, the applicant. As used in this Agreement, "we" means Daisy Maze and "you" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to (a) the Daisy Maze site located at the URL http://www.DaisyMaze.com or such other site as Daisy Maze might designate, or (b) the site that you will link to our Site and which you have identified in your Program application.
Enrollment in the Program
To begin the enrollment process, you need to submit a complete Program application to us once you agree to these terms. We will evaluate your application and will notify you of your acceptance or rejection. We may reject your application for any reason, including, but not limited to our determination, in our sole discretion, that your Site is unsuitable for the Program. Unsuitable Sites include, but are not limited to, those that: (a) contain or link to nudity or pornography or promote sexually explicit materials; (b) promote violence; (c) contains religious or political content; (d) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (e) promote illegal activities; (f) infringe our intellectual property rights or those of any third party or otherwise violate the rights of any third party; (g) contain, in our sole judgment, material that is defamatory, fraudulent, or harassing to us or any third party; (h) promote the use of any pyramid or similar schemes; or (i) include "DaisyMaze.com" or "DaisyMaze.com," or variations or misspellings thereof, in their domain names or in any metatags or other hidden text.
Agreement Following Acceptance
The following terms and conditions will be effective if and only if Daisy Maze accepts your application. By applying to be a Daisy Maze affiliate, you agree to be bound and abide by such terms and conditions.
1. Links on Your Site. To permit accurate tracking, reporting, and referral fee accrual, we will authorize special link formats ("Special Links") 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 uses such special link formats. 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 that would otherwise be paid to you pursuant to this Agreement. Each Special Link, as viewed by a customer, will be in the form of a Daisy Maze logo, text link or graphic provided by us. The Daisy Maze logo for each Special Link will be served by the Daisy Maze servers, which can only be accessed by using the special "tagged" link formats. You agree only to use the Daisy Maze logos, text links and images provided by us, and you further agree not to obtain or use Daisy Maze logos or images from any other source. Your Site's title and other trademarks and linking logos must appear at least as prominently as the Daisy Maze logo that is used to create the Special Link.
2. 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. Daisy Maze will track sales made to customers who purchase products using Special Links from your Site to our Site and will be solely responsible for making available to you reports summarizing this sales activity through our reporting site. The form, content, and frequency of the reports may vary from time to time at our discretion. You hereby agree not to disclose the information contained in these reports to any third party without prior written consent from Daisy Maze.
3. Referral Fees. We will pay you referral fees on certain product sales to customers as provided in Section 4. 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 ("Qualifying Purchase"). We will not, however, pay referral or other fees on any products that are subsequently purchased after the customer has reentered the Daisy Maze Site other than through a Special Link from your Site, even if the customer previously followed a Special Link from your Site to the Daisy Maze Site. You may not purchase products during sessions initiated through the Special Links on your Site for your own use, resale, or commercial use of any kind. 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 referral fees or the termination of this Agreement.
4. Referral Fee Schedule. You agree and acknowledge that the referral fees you earn pursuant to Section 3 will be in amounts established by us and posted on our reporting site together with the application materials. The Referral Fee Schedule is incorporated into this Agreement by reference. We reserve the right to modify the Referral Fee Schedule at any time in our sole discretion upon prior notice to you. Referral fees shall be limited to a maximum of 10% per item unless otherwise provided in the Referral Fee Schedule. The referral fees shall be calculated as a percentage of "qualifying revenues", which are revenues derived by us from Qualifying Purchases, excluding revenues derived from and costs associated with shipping, handling, gift-wrapping, taxes, service charges, credit card processing fees, bad debt, and promotional discounts as advertised.
5. Referral Fee Payment. Approximately 30 days following the end of each calendar month, we will send you a check for the referral fees earned on net sales of products that were shipped during that month, less any taxes that we are required by law to withhold. However, if the referral fees payable to you for any calendar month are less than $25.00, we will hold those referral fees until the total amount due is at least $25.00 or 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 returned product referral fee.
6. Policies and Pricing. Customers who buy products through this Program will be deemed to be our customers. Accordingly, all Daisy Maze 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.
7. Daisy Maze Marks. The Daisy Maze trademarks, trade names, designs and logos made available to you through us ("Daisy Maze Marks") are proprietary marks of Daisy Maze. Subject to the terms and conditions of this Agreement, Daisy Maze grants you a limited non-exclusive, nontransferable, revocable license to use the Daisy Maze Marks during the term of this Agreement. You will not (a) modify the Daisy Maze Marks; or (b) cause any act or thing that would impair our rights in the Daisy Maze Marks or damage the reputation for quality inherent in the Daisy Maze Marks. Further, you acknowledge that: (a) your use of Daisy Maze Marks does not convey to you any right, title or interest in or to the Daisy Maze Marks; (b) Daisy Maze's ownership of the Daisy Maze Marks; (c) you may not contest the Daisy Maze Marks, or register or attempt to register in any jurisdiction any Daisy Maze mark or any confusingly similar mark or trade name; (d) you agree to identify the Daisy Maze Marks by including appropriate symbols and notices reasonably requested by us; (e) you may not obtain or use the Daisy Maze Marks except as provided in Section 1; and (f) your use of the Daisy Maze Marks, including all goodwill associated with such use, shall inure solely to Daisy Maze.
8. Customer and Sales Information. We will own all right, title, and interest (including all intellectual property rights) in and to all information that is created or collected in connection with this Agreement, including, without limitation, (a) any contact information collected from any customer who enters the Daisy Maze Site from a link from your Site ("Affiliate Customers"); and (b) any information regarding click-through rates or product purchases by Affiliate Customers ("Sales Information"). Subject to the terms and conditions of this Agreement, Daisy Maze grants you a limited worldwide, non-exclusive royalty-free license to use the Sales Information to the extent necessary to fulfill your obligations under this Agreement or for your internal research purposes. You agree not to disclose any Sales Information or Affiliate Customer contact information to any third party without Daisy Maze's prior written approval. You agree not to send Affiliate Customers e-mail communications promoting your Site as an affiliate of Daisy Maze or otherwise unless granted previous approval by Daisy Maze.
9. Responsibility for Your Site. You are solely responsible for the development, operation, and maintenance of your Site and for all materials that appear on your Site, including, but not limited to (a) the Special Links; (b) the accuracy and appropriateness of materials posted on your Site (including but not limited to all product-related materials); (c) ensuring that materials posted on your Site do not violate or infringe upon the rights of any third party (including, but not limited to, copyrights, trademarks, privacy, or other personal or proprietary rights); and (d) ensuring that materials posted on your Site are not libelous or unlawful, or do not violate any provision of this Agreement. We disclaim all liability for the matters stated in this Section 9. Further, you will indemnify and hold Daisy Maze, its officer, directors, employees and agents, harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the content development, operation, maintenance, and contents of your Site or any breach of your obligations under this Agreement.
10. Use of the Daisy Maze name. You may not use the Daisy Maze name, or any variation thereof, in any manner not expressly authorized by this Agreement. In particular, you may NOT use Daisy Maze's name, or any variation thereof, in metatags; you may NOT use Daisy Maze's name, or any variation thereof, in hidden text or source code; you may NOT use Daisy Maze's name, or any variation thereof, in your domain or sub-domain; you may NOT engineer your site in such a manner that pulls Internet traffic away from Daisy Maze. Violation of the foregoing prohibitions may result in, among other things, the immediate termination of this Agreement and/or the commencement of an action by Daisy Maze against you seeking, without limitation, injunctive relief and/or recovery of actual, statutory and/or punitive damages.
11. Term of the Agreement; Termination. The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either of us. Either you or Daisy Maze may terminate this Agreement at any time and for any reason, with or without cause, by giving the other party written or electronic notice of termination. You are only eligible to earn referral fees on sales occurring during the term of this Agreement, 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. Upon termination of this Agreement, (a) all licenses hereunder shall terminate; (b) you shall immediately remove any links, Daisy Maze Marks, and other Daisy Maze intellectual property or brand features from your Site; (c) Daisy Maze shall immediately remove any of your logos, marks, and brand features from the Daisy Maze site; and (d) Sections 7, 8, 9, 10, 11, 12, 13, 14, 18, and 19 will survive such termination.
12. Modification. We may modify 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 and giving you notice of the modification through our reporting 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. Both of us are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. Neither party has the authority to make or accept any offers or representations on the other's behalf.
14. Limitation of Liability. We will not be liable for indirect, special, or consequential damages 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. All claims made hereunder by you against us shall be made within 120 days of the act or omission, which forms the basis of such claims.
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 or termination of any services, products or this Agreement.
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 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.
17. Assignment and Successors. Daisy Maze may assign this Agreement, with or without your consent, as part of any merger, consolidation or sale of all or substantially all of its assets. 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 be enforceable against, the parties and their respective successors and assigns.
18. Scope Of Agreement. This Agreement and the Referral Fee Schedule constitutes the entire agreement and understanding between us with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous written or oral agreements or representations between us.
19. Injunctive Relief. You expressly agree that your violation of Sections 1, 7, 8 or 10 will cause irreparable harm to Daisy Maze and that a remedy at law would be inadequate. Therefore, in addition to any and all remedies available at law, Daisy Maze will be entitled to seek an injunction or other equitable remedies in all legal proceedings in the event of any threatened or actual violation of any or all of the provisions hereof.
20. Attorneys' Fees. In the event any action is commenced to construe or enforce any provision of this Agreement, the prevailing party, in addition to all other amounts such party shall be entitled to receive from the other party, shall be entitled to receive its reasonable attorneys' fees and costs incurred in bringing such action.
21. Notices. Any notices required or permitted by this Agreement shall be delivered to the other party by contacting us at webmaster@daisymaze.com and/or by contacting you at the e-mail address you provide on your application. Notice shall be deemed given one business day after such notice was sent via e-mail by the sending party.
22. Governing Law, Jurisdiction, and Venue. 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 only in the federal or state courts located in New York, New York, and you irrevocably consent to the jurisdiction of such courts.
23. Waiver. 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. The failure of either party to enforce any right or remedy shall not be deemed a waiver of said right or remedy.
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