The Coupon Clippers
Copyright (c) 2001-2006 The Coupon Clippers<info@thecouponclippers.com>
All rights reserved.
Affiliate Operating Agreement
This agreement contains the terms and conditions that apply to your
participation as an Affiliate in the thecouponclippers.com Affiliate
Program and to the establishment of links from your affiliate Web
site to our Web site, "thecouponclippers.com." The thecouponclippers.com
Affiliate Program is administered through The Coupon Clippers.
THIS IS A LEGALLY BINDING AGREEMENT. BY APPLYING FOR AFFILIATE
STATUS YOU ARE CONFIRMING YOU 'ACCEPT' THESE TERMS.
1. Enrollment
a. To begin the enrollment process, you must submit a complete thecouponclippers.com
Affiliate Program application via our site. We may reject your application
if we determine (in our sole discretion) that your site is unsuitable
for the thecouponclippers.com Affiliate Program for any or no reason,
including, but not limited to, inclusion of content, or links to
such material that is in any way unlawful, harmful, threatening,
harassing, defamatory, obscene, violent or that:
• promotes pornographic or sexually explicit materials;
• promotes discrimination based on gender, race, religion, nationality,
disability, sexual orientation or age;
• violates copyrights, trademarks, or any other intellectual property
rights of The Coupon Clippers. and their subsidiaries and affiliates
or any other person or entity;
• includes "thecouponclippers" or any variations or misspellings
thereof in the domain name or other HTML tags, including page titles,
metatags, or HTML comment tags.
b. Employees of The Coupon Clippers, their subsidiaries and affiliates
(all hereinafter referred to as a "Related Party") and the immediate
family members of such employees are not allowed to participate
in the thecouponclippers.com Affiliate Program.
If we reject your application, you are welcome to reapply to the
thecouponclippers.com Affiliate Program.
2. Promotion of Affiliation
a. As an Affiliate Program member, we will make available to you
a variety of graphic and textual links ("Links" or "Link"), which,
subject to the terms and conditions of this Agreement, you may display
as often and in as many areas on your site as you desire. The Links
will serve to identify your site as a member of our Affiliate Program
and will establish a link from your site to ours.
b. Agreements Regarding Links: In utilizing the Links, you agree
that you will cooperate fully with us in order to establish and
maintain such Links. You agree not to alter Links or their content
in any way. You also agree that you will display in your site only
those graphic or textual images (indicating a Link) that are provided
by us, and you will immediately substitute such images with any
new images that are provided by us from time to time throughout
the term of this Agreement. Each Link connecting users of your site
to the pertinent area of our site will in no way alter the look,
feel or functionality of our site. In addition, we encourage (but
do not require) you to include a Link to the home page of our site.
3. Affiliate Identification
All Affiliates will be required to display a graphic (which we will
provide) indicating their affiliate relationship to thecouponclippers.com.
4. Our Responsibilities
We will be responsible for providing the information necessary to
allow you to make appropriate Links from your site to our site.
We will be solely responsible for: (i) processing every order placed
by a customer following a special Link from your site; (ii) tracking
the volume and amount of sales generated by your site; and (iii)
providing information to Affiliate Program members regarding sales
statistics. Our order processing obligations will include order
entry, payment processing, shipping, cancellations, returns and
related customer service. Sales transaction data will be provided
once daily, and reflects data through the previous day; once a month,
all returns/refunds/cancels will be provided, deducted from the
overall sales transacted for the Affiliate Program member.
5. Commission Determination
Only thecouponclippers.com services that are: (i) sold by thecouponclippers.com;
(ii) purchased by users linking to the thecouponclippers.com site
from your site pursuant to a Link; ( iii) shipped by thecouponclippers.com
to a U.S. shipping address and billed to a U.S.-based billing address;
and (iv) for which thecouponclippers.com has received full payment
will qualify for a commission ("Qualifying Purchases"). No commissions
will be paid for services that are cancelled or returned, which
will be deducted on a monthly basis.
Commission rates will be based on the aggregate amount actually
paid to thecouponclippers.com for Qualifying Purchases, excluding
amounts collected by us for sales taxes, duties, shipping, handling,
and similar charges, amounts due to credit card fraud and bad debt,
and credits for services refused ("Net Sales"). All services on our site will be included in the computation
of Net Sales. The current Commission rate is equal to three percent
(3%) of Net Sales for Qualifying Purchases, less cancellations and
returns.
6. Commission Payments
When the total commissions due to you under the preceding
Section 5 equal twenty dollars ($20) or more at the end of
a calendar month, we will send a commission check for the
applicable commissions (less any taxes required to be withheld
under applicable law) and a statement of activity to you.
Such commission checks and statements of activity will be
sent approximately ten (10) days after the end of each month
in which accumulated earned commissions equal twenty dollars
($20) or more. If at the end of a month earned commissions
are less than twenty dollars ($20), such earned commissions
will be held and accumulated until such time that they equal
twenty dollars ($20) or more at which time they will be paid
as set forth above.
8. Policies/Handling Fee Descriptions
Customers who use thecouponclippers.com handling service through the Affiliate
Program will be deemed to be customers of thecouponclippers.com.
Accordingly, all of our rules, policies, and operating procedures
concerning customer orders, customer service, privacy, and thecouponclippers.com
sales will apply to those customers.
We may change our policies and operating procedures at any time.
For example, we will determine the handling fee to be charged for
thecouponclippers.com inventory under the Affiliate Program in accordance
with our own pricing policies.
9. Publicity
You shall not create, publish, distribute, or permit any written
material that makes reference to us without first submitting such
material to us and receiving our written consent.
10. License
a. WE GRANT YOU A NON-EXCLUSIVE, NON-TRANSFERABLE, REVOCABLE RIGHT
TO (i) ACCESS OUR SITE THROUGH THE LINKS SOLELY IN ACCORDANCE WITH
THE TERMS OF THIS AGREEMENT AND (ii) SOLELY IN CONNECTION WITH SUCH
LINKS, TO USE THE THECOUPONCLIPPERS.COM LOGO AND SIMILAR IDENTIFYING
MATERIAL RELATING TO US BUT ONLY IN THE FORMS THAT WE PROVIDE TO
YOU (COLLECTIVELY, THE "LICENSED MATERIALS"), FOR THE SOLE PURPOSE
OF LINKING YOUR SITE TO OUR SITE, WHERE YOUR USERS CAN PURCHASE
THECOUPONCLIPPERS.COM SERVICE. YOU MAY NOT ALTER, MODIFY, OR CHANGE
THE LICENSED MATERIALS IN ANY WAY. WE RESERVE ALL OF OUR RIGHTS
IN THE LICENSED MATERIALS.
b. You are only entitled to use the Licensed Materials to the extent
that you are a member in good standing of the Affiliate Program.
We may revoke your license at any time in our sole discretion, by
giving you written notice. If we give you such notice, you must
immediately discontinue all use of the Licensed Materials.
c. You agree not to use the Licensed Materials in any manner that
is disparaging or that otherwise portrays us in a negative light.
d. You agree not to use or display the trademarks of The Coupon
Clippers or otherwise infringe their intellectual property rights.
e. You grant to us a non-exclusive license, for the term of this
Agreement, to utilize your names, titles, and logos, as the same
may be amended from time to time to advertise, market, promote,
and publicize in any manner our rights hereunder; provided, however,
that we shall not be required to so advertise, market, promote,
or publicize.
11. Obligations Regarding Your Site
a. You are solely responsible for, and we have no liability for,
the development, operation, or maintenance of your site, or for
any materials contained on your site.
b. You agree that your site will not, in any way, copy or resemble
the look and feel of our site, nor will you create the impression
that your site is our site or is a part of our site, nor will you
frame any page on the thecouponclippers.com site being viewed by
a user of your site who links to the thecouponclippers.com site
through a Link.
c. You agree that your site does not currently contain and will
not contain any content, or links to such material, that is in any
way unlawful, harmful, threatening, harassing, defamatory, obscene,
or violent as more fully set forth in Section 1 (Enrollment).
d. You also agree that your site will not contain any content from
our site or any materials that are proprietary to thecouponclippers.com,
except with our prior permission, or to the extent that materials
are obtained by you strictly in accordance with the provisions of
this agreement. You further agree that your domain name does not
and will not contain the words "thecouponclippers.com" "thecouponclippers,"
or any variation thereof (collectively, the "thecouponclippers.com
marks") or misspelling. You agree not to purchase or otherwise contract
with any third party to exploit any of the thecouponclippers.com
marks for the purpose of causing the Affiliate site to appear as
a search result or for any other reason.
12. Terms of Agreement and Termination
The term of this Agreement will begin upon our acceptance of your
Affiliate Program application and will end when terminated by either
party. Either you or thecouponclippers.com 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 commissions
on sales occurring during the term, and commissions earned through
the date of termination will remain payable only if the related
Qualified Purchases are not cancelled or returned. We may withhold
your final payment for a reasonable time to ensure that the correct
amount is paid.
13. Modification
We may modify any of the terms and conditions contained in this
Agreement at any time in our sole discretion. Modifications may
include, but are not limited to, changes in the scope of available
commissions, commission payment schedules, payment procedures, and
Affiliate Program rules. If any modification is unacceptable to
you, your only recourse is to terminate this agreement. Your continued
participation in the Affiliate Program following our posting of
a change notice or new agreement on our site will constitute binding
acceptance of the change.
14. Relationship of Parties
You and thecouponclippers.com 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.
15. Disclaimers
NEITHER THE COUPON CLIPPERS NOR ITS SUPPLIERS MAKES ANY EXPRESS
OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE AFFILIATE
PROGRAM OR TO ANY THECOUPONCLIPPERS.COM SERVICES SOLD THROUGH THE
AFFILIATE PROGRAM (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES
OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT,
OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE,
DEALING, OR TRADE USAGE). IN ADDITION, NEITHER THE COUPON CLIPPERS
NOR ITS SUPPLIERS MAKE ANY REPRESENTATION THAT THE OPERATION OF
THE COUPON CLIPPERS SITE WILL BE UNINTERRUPTED OR ERROR FREE,
AND NEITHER THE COUPON CLIPPERS NOR ITS SUPPLIERS WILL BE LIABLE
FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
16. Representations and Warranties
You represent and warrant to us that: (i) you have the right and
authority to enter into this Agreement and perform your obligations
under the Agreement; (ii) you are the sole and exclusive owner of
the Affiliate trademarks and have the right and power to grant to
us the license to use your trademarks in the manner provided for
in this Agreement; (iii) you are an adult of at least 21 years of
age; and (iv) you are not an employee or immediate family member
of a Related Party as described in Section 1 b. above.
17. Confidentiality
You agree that all customer information related to the thecouponclippers.com
Affiliate Program belongs to us. You agree to protect as secret
all thecouponclippers.com Affiliate Program customer information
and Affiliate Program business and sales information related to
us, you, or our suppliers (collectively, "Information"), not to
disclose Information to any third parties, and not to use Information
for any purpose other than the purposes of this Agreement. You agree
to protect Information using methods at least as protective as those
you use to protect your own information of a confidential nature,
but in no event, using less than a standard of reasonable care.
18. Limitation of Liability
NEITHER THECOUPONCLIPPERS NOR ITS SUPPLIERS WILL BE LIABLE FOR ANY
DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES,
OR FOR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION
WITH THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES, AND YOU WAIVE ALL RIGHTS TO ANY
CLAIMS FOR ANY SUCH DAMAGES. FURTHER, THE AGGREGATE LIABILITY OF
THE COUPON CLIPPERS AND ITS SUPPLIERS WITH RESPECT TO THIS AGREEMENT
AND THE AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS
PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.
19. Indemnification
You agree to indemnify and hold harmless thecouponclippers and its
subsidiaries, and suppliers, and their directors, officers, employees,
and shareholders, against any and all claims, actions, demands,
liabilities, losses, damages, judgments, settlements, costs, and
expenses, including reasonable attorneys' fees, ("Losses") insofar
as such Losses, or actions in respect of Losses, arise out of or
are based on (i) any claim that our use of 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, or (iii) any
claim related to your site, including, without limitation, claims
regarding content on your site.
20. Uncontrollable Circumstances
Thecouponclippers.com's performance under this Agreement shall be
excused to the extent that its performance is hindered, delayed
or made commercially impractical by causes beyond its reasonable
control.
21. 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 or operate Web
sites that are similar to or compete with your Web site. You have
independently evaluated the desirability of participating in the
Affiliate Program and are not relying on any representation, guarantee,
or statement other than as set forth in this Agreement.
22. Governing Law
This Agreement will be governed by the laws of the United States
and the State of Florida, without reference to rules governing choice
of law. Any action relating to this Agreement must be brought in
the federal or state courts located in Tampa, Florida, and you irrevocably
consent to the jurisdiction of such courts. You may not assign this
Agreement. 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 a provision or any other provision
of this Agreement.
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