|This Agreement contains the complete
terms and conditions that apply to an individual's or entity's participation
in the Diapers-4-Less.Com Affiliates Program (the "Program").
As used in this Agreement, "we" means Diapers-4-Less.Com, and "you" means the applicant. "Website" means a World Wide Website and, depending on the context, refers either to Diapers-4-Less.Com's Website located at the URL http://www.Diapers-4-Less.Com , or to the Website that you will link to our Website (and which you will identify in your Program application).
|1.||Enrollment In The Program|
|To begin the enrollment process, you will submit a complete Program
application via our Website. 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 (at our sole discretion) that your Website
is unsuitable for the Program. Unsuitable sites include those that:
|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 Website is thereafter determined (at our sole discretion) to be unsuitable
for the Program, we may terminate this Agreement.
|2.||Links On Your Website|
|Once you have been notified that your Website has been accepted into the Program, you may provide on your Website one or more of the following types of links to our Website:|
|We will provide you with guidelines and graphical artwork to use in
linking to our home page. To permit accurate tracking, reporting, and
commission fee accrual, we will provide you with special "tagged" link
formats to be used in all links between your Website and our Website.
You must ensure that each of the links between your Website and our Website
properly utilizes such special link formats. Links to our Website placed
on your Website pursuant to this Agreement and which properly utilize
such special link formats are referred to as "Special Links." You will
only earn commission fees with respect to activity on our Website 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 amounts which would otherwise
be paid to you pursuant to this Agreement. You will, however, earn commission
fees with respect to all product purchases on our Website once from that
In addition, you may not:
(a) Purchase or register search engine keywords, AdWords, search terms or other identifying terms and domain names that include the word "Diapers-4-Less" or any variations thereof for use in any search engine, portal, sponsored advertising service or other search or referral service. Specifically, this policy prohibits You from bidding on:
(c) Misrepresent Diapers-4-Less.Com brand including URL, logos, trademarks and tradenames.
(d) Engage in indiscriminate or unsolicited commercial advertising emails.
(e) Cause or enable any sales to be made that are not in good faith, including, but not limited to, by means of any device, program, robot, Iframes, hidden frames, and redirects.
(f) Establish or cause to be established any promotion that provides any rewards, points or compensation for sales, or that allows third parties to place Links to the Diapers-4-Less.Com Web site or Web site content, without such Diapers-4-Less.Com's prior written permission.
(g) Use all existing or future software products and services (including without limitation any computer programming code that is an add-on or bundled with any browser or other host application) that will replace, intercept, interfere, hinder, disrupt or otherwise alter in any manner the Web user's access, view or usage of, or other aspect of the Web user's experience at any Diapers 4 Less Affiliate Websites in a manner that causes or otherwise results in a different experience from what was otherwise intended by Diapers 4 Less Affiliates;
(h) Use all existing or future software products and services that will block, alter, direct, redirect, substitute, insert, append itself to, or otherwise intercept or interfere in any manner with any click through or other traffic-based transaction that originated from Diapers 4 Less Affiliates with the result of reducing any compensation or other payment earned by or owing to Diapers 4 Less Affiliates.
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 referral fees otherwise payable to you under this Agreement and/or terminate this Agreement.
|We will process product orders placed by customers who follow special
links from your Website to our Website. 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. We
will track sales made to customers who purchase products using special
links from your Website to our Website and will make available to you
reports summarizing this sales activity. The form, content, and frequency
of the reports may vary from time to time at our discretion.
|We will pay you (in accordance with Sections 5 and 6 below) commission
fees on certain Product sales to third parties. For a Product sale to
be eligible to earn a commission fee, the customer must follow a Special
Link from your Website to our Website, 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.
|5.||Commission Fee Schedule|
|You will earn commission fees based on qualifying revenues according
to commission fee schedules to be established by us. "Qualifying revenues"
are revenues derived by us from our sales of qualifying products including
tin signs, refrigerator magnets, light switch plates and thermometers.
“Qualifying revenues” do not include shipping & handling, taxes, and
Diapers-4-Less.Com pays monthly commissions on a set 10%. At the end of each month we will add all of your sales together for that month and arrive at your total commission for the month: You must have at least $100.00 in commisions before DIapers 4 Less will issue payment.
of every sale you make for life
Each time you refer a visitor to Diapers-4-Less.Com and they complete a purchase, you earn commission on that sale. If the visitor does not purchase immediately, but comes back within 30 days and purchases, we still credit you with the sale.
Diapers-4-Less.Com will also pay you commission on sales made by all Websites
you recruit to the Diapers-4-Less.Com Affiliates Program. To qualify, the
Websites you recruit must reference your Account Number or Website ID
when they fill out our Affiliates Program application. This reference
can be made manually whereby the applicant enters your Account Number
or Website ID into the field marked "Referrer Account Number or Website
ID" on the Affiliates Application or automatically using our recruitment
banners that contain special links.
of every sale they make for life
Affiliates may not sign-up Websites owned by them or beneficially owned by them.
Affiliates that sign-up for the Diapers-4-Less.Com Affiliates Program must have a valid URL that they are responsible for.
Affiliates may not directly or indirectly offer any person or entity any consideration or incentive to sign up Websites to the Diapers-4-Less.Com Affiliates Program.
If we determine, at our sole discretion, that you are abusing the system
in the manner stated above, we may (without limiting any other rights
or remedies available to us) withdraw your participation and withhold
any commission fees payable to you for Websites you recruit.
|6.||Commission Fee Payment|
|We will pay you commission fees on a monthly basis. 30 days following
the end of each calendar month, we will send you a check for the commission
fees earned on your sales of Qualifying Products that were sold during
that month, less any taxes that we are required by law to withhold. However,
if the commission fees payable to you for any month are less than $100.00
for affiliates, we will hold those commission fees until the total amount
due is at least $100.00 or (if earlier) until this Agreement is terminated.
If a Product that generated a commission fee is returned by the customer,
we will deduct the corresponding commission fee from your next monthly
payment. If there is no subsequent payment, we will send you a bill for
the commission fee.
|7.||Policies And Pricing|
|Customers who buy products through this Program will be deemed to be
customers of Diapers-4-Less.Com. Accordingly, all of Diapers-4-Less.Com’s 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. Because price changes may affect products
that you already have listed on your Website, 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.
|8.||Identifying Yourself As An Affiliate|
|We will make available to you a small graphic image that identifies
your Website as a Program participant. You must display this logo or the
phrase "In affiliation with Diapers-4-Less.Com" somewhere on your Website.
We may modify the text or graphic image of this notice from time to time.
In addition, we encourage (but do not require) you to include a Special
Link on your Website to the Diapers-4-Less.Com home page at http://www.Diapers-4-Less.Com
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 sole discretion. Please review our Rules Regarding Affiliate Communications and Promotion. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that Diapers-4-Less.Com supports, sponsors, endorses or contributes money to any charity or other cause).
|We grant you a nonexclusive, revocable right to use the graphic image
and text described in Section 8 and such other images for which we grant
express permission, solely for the purpose of identifying your Website
as a Program participant and to assist in generating product sales. You
may not modify the graphic image 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 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 notice.
In addition, we grant you a nonexclusive, worldwide right to reproduce and use all graphic images and other materials provided to you, solely for the purpose of creating Links connecting your Website to the Diapers-4-Less.Com Website and promoting Products for sale. These product images must be served by Diapers-4-Less.Com’s Website and cannot be used in any form other than the form provided by Diapers-4-Less.Com.
|10.||Responsibility For Your Website|
|You will be solely responsible for the development, operation, and maintenance of your Website and for all materials that appear on your Website. For example, you will be solely responsible for:|
|11.||Resale And Special Incentive Restrictions|
|You may not purchase products during sessions initiated through the
links on your Website for resale or commercial use of any kind. This includes
orders for customers or on behalf of customers. Such purchases may result
(in our sole discretion) in the withholding of commission fees or the
termination of this Agreement. Products that are eligible to earn commission
fees under the rules set forth above are referred to as "Qualifying Products."
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 Website to access our Website (e.g., by implementing any "rewards" program for persons or entities who use Special Links on your Website to access our Website). If we determine, in our sole discretion, that you have offered any person or entity any such consideration or incentive, we may (without limiting any other rights or remedies available to us) withhold any commission fees otherwise payable to you under this Agreement and/or terminate this Agreement.
|12.||Term Of The Agreement|
|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 for any reason, you will immediately cease use of, and
remove from your Website, all links to our Website, product images from
our database, and all Diapers-4-Less.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 only eligible to earn
commission fees on our sales of Qualifying Products occurring during the
term, and commission 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.
|We 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 Website. Modifications may include, for example,
changes in the scope of available commission fees, commission fee schedules,
payment procedures, and Program rules. In the event of substantive changes
to the terms of this agreement, you will be contacted by Email. Substantive
changes include changes in the commission schedule, bonus rates for Websites
you recruit, and commission rates for Websites you recruit. 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 Website will constitute binding
acceptance of the change.
|14.||Relationship Of Parties|
|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 Website or otherwise, that reasonably
would contradict anything in this Section.
|15.||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 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 commission
fees paid or payable to you under this Agreement.
You hereby agree to indemnify and hold harmless Diapers-4-Less.Com and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (a) any claim that our use of the Affiliates Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (b) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (c) any claim related to your Website, including, without limitation, content therein not attributable to us.
|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 Website will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.|
|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 WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEBSITE. 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.|
|This Agreement will be governed by the laws of the United States and the state of California, 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 San Francisco, 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.|
|Rules Regarding Affiliates Communications And Promotion|
|The following rules apply to any press release or other communication that you may want to issue in connection with your participation in the Diapers-4-Less.Com Affiliates Program, as well as to any other promotion of your Website.|
|Press Releases And Other Communications (Including All Communications On Your Website Or Via Other Media)|
You must obtain our prior written consent to use any other description of your participation in the Diapers-4-Less.Com Affiliates Program or of the program itself, which we may give or withhold at our sole discretion. If you seek such consent, please submit the entirety of your proposed press release to us by Email at email@example.com for review.
|Other Website Promotion|
For Using The Diapers-4-Less.Com™ Trademark
These guidelines apply to your use of Diapers-4-Less.Com™ (The "Trademark") in materials which have been approved in advance by Diapers-4-Less.Com, Inc.
Guidelines for Paid Search Listings
Many of our affiliates are now using paid search to generate commission. Here are the editorial guidelines to help you stay compliant with the Diapers-4-Less.Com operations agreement:
reserves the right in its sole discretion to modify these guidelines at
Diapers-4-Less.Com reserves the right to take action against any use that does not conform to these guidelines.