This agreement contains the terms and conditions that apply to an individual or entity's participation in the ADLBooks Affiliate program (hereafter noted as "the program"). As used in this agreement, "we" refers to A Different Light Bookstore, and "you" refers to the applicant. "Site" means a World Wide Web site and depending on the context typically refers to the ADLBooks web site located at the URL http://www.ADLBooks.com or your own website.
1. Enroll in the program. To begin the enrollment process, you will submit a complete program application via our site. We will evaluate your application and will notify you of your acceptance. We may reject your application if we determine (at our discretion) that your site is unsuitable for the program. Unsuitable sites include those that:
- Promote violence
- Promote discrimination based on race, religion, sex, sexual orientation, disability or age
- Promote illegal activities
- Violate intellectual property rights If we reject your application, you are welcome to apply to the program again at a later date. Please note that if we accept your application and your site is determined (at our discretion) to be unsuitable for the program, we may terminate this agreement at any time, and without warning.
2. Links to us from your site. Once you have been notified that your site has been accepted into the program, you may provide on your site the following types of links to our site.
Product Links. You may select one or more products to list on your site. A "product" is a product listed on our site. For each selected product, you will display on your site a short description, review or other reference (that we provide). You are responsible for style, content and placement of these references on your site. You will provide a link (as described below) from each product referenced on your site to the corresponding www.ADLBooks.com web page. Each such link will connect to an item (or items of a similar category) on our web site. You may add or delete products and related links from your site at any time without our approval. We request a 24-hour advance notice to help complete our processing.
General Link. You can also place a general link on your site to our home page at http://www.adlbooks.com. We will provide you with guidelines and artwork to use in linking to our home page. To permit accurate tracking, reporting and commissions payment, we will provide you with special "tagged" link formats to be used in all links between your site and ours. You must use these links in order for customers to be directed to our site and to ensure that sales and commissions tracking is correct. You will only earn commissions with respect to activity on our site occurring through the above-mentioned links and the correct tag lines associated with them. We will not be liable to you for your failure to use these links and tag lines, including to the extent such failure may result in reduction of commissions that would otherwise be paid to you pursuant to this agreement.
3. Order Processing. We will process product orders placed by customers who follow links from your site to ours. We reserve the right to reject orders that do not comply with specifications and requirements that we establish and periodically change. We will be responsible for order processing and fulfillment, preparation of order forms, processing payments, cancellations and returns and handle customer service. We track sales made to customers who purchase products using links from your site to ours and will make available to you reports summarizing these sales.
4. Commissions. We will pay you (in accordance with the terms listed in this program) a 7% commission on all products listed (not including shipping, handling, gift-wrapping, taxes, service charges, credit card processing fees and bad debt) on the ADLBooks website. We will pay the commission rate on product sales based on a customers first visit from your site to ours coming from the links listed above. Customers who reenter our site (other than through an above mentioned link) are considered customers of www.ADLBooks.com and no commission will be paid. In addition to this, products listed in our catalog or in search results as "unavailable" or "temporarily unavailable", gift certificates and purchases made for resale are not eligible for commissions. Only www.ADLBooks.com, its officers and team members are able to offer any consideration or incentive (including, but not limited to: payment of money or awarding of any benefits) for using links on your site to access our site (i.e., by implementing any "rewards" program for persons or entities who use links on your site to access our site). If we determine, in our discretion, that you have offered any person or entity such a consideration or incentive, we may (without limiting any other rights or remedies available to us) withhold any commissions otherwise payable to you under this agreement.
5. Commission Payment. We will pay you commissions on a monthly basis. Approximately within 3 days following the end of each calendar month, we will send you a check for the commissions earned on sales of qualifying products that were shipped during the previous month, less any taxes or fees that we are required by law to withhold.
6. Pricing and Policies. Customers who buy products through this program will be deemed to be customers of www.ADLBooks.com. Therefore, all www.ADLBooks.com rules, policies and operating procedures concerning customer orders, customer service and product sales apply to these 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. 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 cannot guarantee the availability or price of any particular product.
7. 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 discretion. Please review and familiarize yourself with the Public Relations Rules(to page 5) associated with this agreement. You may not in any way misrepresent or change the relationship between you and us or express or imply any relationship between us and you or any other person or entity except as expressly permitted by this agreement (including by expressing or implying that www.ADLBooks.com supports, endorses, sponsors or contributes money to any charity or other cause).
8. 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, including but not limited to:
- technical operation of your site and all related equipment
- creating and posting product descriptions on your site and linking those descriptions to our site
- accuracy and suitability of materials posted on your site (i.e., 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 hold us harmless from all claims, damages and expenses (including, without limitation attorney's fees) relating to the development, operation, maintenance, and contents of your site.
9. Limited License. We grant you a nonexclusive, revocable right to use graphic images and text mentioned in this agreement and other images for which we grant permission for the purpose of identifying your site as a program participant and to assist in generating sales. Only team-members of www.ADLBooks.com have the authority to modify our graphic images and predetermined text phrases. 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(to page 5, point 9) as those guidelines may change from time to time. We may revoke your license at any time.
10. 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 you will immediately cease use of and remove from your site all links to our site, and all www.ADLBooks.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 eligible to earn commissions on sales of qualifying products occurring during the term of the agreement. We may withhold your final payment to ensure that the correct amount is paid.
11. Modification. We may modify any of the terms and conditions contained in this agreement at any time and in our discretion. Modifications may include changes in the scope of available commissions, schedules, payment procedures and program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING A POSTING OF A CHANGE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
12. Relationship of Parties. You and we are independent contractors; this agreement does not create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. No authority is given to you to make or accept any offer or representations on our behalf. No statement will be made whether on your site or otherwise that would contradict anything in this section.
13. 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, 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 commissions paid or payable to you under this agreement.
14. Disclaimers. We make no express or implied warranties or representations with respect to the program or any products sold through the program (including, but not limited to, warranties of fitness, merchantability, non-infringement or any implied warranties arising out of a course of performance, dealing or trade usage). We make no guarantee that our sites operation will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
15. 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 PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
16. Usage By Minors Under 18 Years Of Age. You agree that you are an adult of 18 years of age or older and will not allow any non-consenting minor or adult to see materials which you find or use on the www.ADLBooks.com website.
17. Miscellaneous. The laws of the United States and the State of California govern this agreement, without reference to rules governing choice of laws. Any action relating to this agreement must be brought in the federal or sate courts located in Los Angeles, 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.
