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ENROLMENT
IN THE PROGRAMME
To enrol in the programme you
will submit a complete application
via our site. We may reject
your application or terminate
your participation in the affiliates
programme if we determine (at
our sole discretion) that your
site is inappropriate for the
programme.
Inappropriate sites include
those that promote sexually
explicit materials, promote
violence, promote discrimination
based on race, sex, religion,
nationality, disability, sexual
orientation, promote illegal
activities, include "oneposter"
or variations or misspellings
thereof in their domain names,
or otherwise violate intellectual
property rights.
LINKS
ON YOUR SITE
You may provide on your site
one or more of 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 any
product listed on our site.
For each selected product,
you will display on your site
an image, short description,
review, or other reference.
You will be responsible for
the content, style, and placement
of these references unless
using our "oneposter store"
builder. You will provide
a special link (as defined
below) from each product reference
on your site to the corresponding
Oneposter.com online catalogue
entry. Each such link will
connect directly to a single
item in our online catalogue.
You may add or delete products
(and related links) from your
site at any time without our
approval.
Banner
and button links
You may feature one or more
oneposter banners, mini banners
and buttons provided by us
on your site. oneposter provides
these solely for you to promote
your participation in the
affiliate programme. The HTML
code generated by our affiliate
centre will link the banners,
mini banners and buttons by
special link to our homepage.
Search
box link
You may provide an oneposter
search box on your site that
will permit your site visitors
to link directly to a page
on our site that contains
the results of their search
queries. We will provide you
with technical specifications
describing how to include
an Oneposter.com search box
on your site.
General
link to Oneposter.com home
page
You may provide a general
link on your site to our home
page at http://www.Oneposter.com.
We will provide you with guidelines
and graphical artwork to use
in linking to our home page.
We will provide you with
special "tagged"
link formats to act as links
between your site and our
site to permit accurate tracking,
reporting, and commission
fee accrual. 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 make use of such
special link formats are referred
to as "special links".
You will only earn commission
fees 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 amounts that
would otherwise be paid to
you pursuant to this agreement.
You will learn commission
fees with respect to all product
purchases on our site once
from that tagged link.
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 fulfilment. 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 site to our site 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.
COMMISSION
FEES
We will pay you 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 site directly to our site,
select and purchase the product
using our automated ordering
system, remit full payment to
us and accept delivery of the
product at the shipping destination.
We will not pay commission fees
on any products that are added
to a customer's shopping cart
or are purchased after the customer
has re-entered our site (other
than through a special link),
even if the customer previously
followed a link from your site
to our site.
You may not purchase products
during sessions initiated through
the links on your site 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 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"
programme for persons or entities
who use special links on your
site to access our site). If
we determine, in our sole discretion,
that you have offered any person
or entity any such consideration
or incentive, or posted special
links on any such web site or
platform, 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.
COMMISSION
FEE SCHEDULE
All affiliate programme participants
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, excluding
costs for shipping, handling,
taxes, and service charges
Wee pay commission on a monthly
based at a standard flat rate
of 20%. You will earn this commission
unless we tell you otherwise.
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 cheque
or bank transfer for the commission
fees earned on our sales of
qualifying products that were
shipped 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 £10.00, we will hold
those commission fees until
the total amount due is at least
£10.00 or (if earlier)
until this agreement is terminated.
If the customer returns a product
that generated a commission
fee, 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.
POLICIES
AND PRICING
Customers who buy products through
this programme will be deemed
customers of Oneposter.com.
Accordingly, all of our 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 programme
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.
IDENTIFYING
YOURSELF AS AN AFFILIATE
We will make available to you
a small graphic image that identifies
your site as a programme participant.
You must display this logo or
the phrase "an affiliate
of Oneposter.com" somewhere
on your site. 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 site
to the Oneposter.com home page
at http://www.Oneposter.com.
You may not make any press release
with respect to this agreement
or your participation in the
programme without our prior
written consent, which may be
given or withheld in our sole
discretion. 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 Oneposter.com
supports, sponsors, endorses
or contributes money to any
charity or other cause).
LIMITED
LICENSE
We grant you a non-exclusive,
revocable right to use the graphic
images and text described above
and such other images for which
we grant express permission,
solely for identifying your
site as a programme 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 images
and text, any other images,
our trade names and all other
intellectual property rights.
You agree to follow our 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 site to the Oneposter.com
site and promoting products.
These product images must be
served by our website and cannot
be used in any form other than
the form provided by us.
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. You will be solely
responsible for the technical
operation of your site and all
related equipmentí creating
and posting product descriptions
on your site and linking those
descriptions to our catalogue.
You are also responsible for
the accuracy and appropriateness
of materials posted on your
site (including, among other
things, all product-related
materials); ensuring that materials
posted on your site do not violate
or infringe upon the rights
of any third party and ensuring
that materials posted on your
site are not libellous or otherwise
illegal.
We disclaim all liability for
these matters. Further, you
will indemnify and hold us harmless
from all claims, damages, and
expenses (including, without
limitation, attorneys' fees)
relating to the development,
operation, maintenance, and
contents of your site.
In addition, you hereby 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 Oneposter.com
site being viewed by a user
of your site.
TERM
OF THE AGREEMENT
The term of this agreement will
begin upon our acceptance of
your programme 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 site, all
links to our site, product images
from our database, and all Oneposter.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 programme.
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 cancelled 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 site.
Modifications may include, for
example, changes in the scope
of available commission fees,
commission fee schedules, payment
procedures, and programme rules.
If any modification is unacceptable
to you, your only recourse is
to terminate this agreement.
Your continued participation
in the programme following our
posting of a change notice or
new agreement on our site will
constitute binding acceptance
of the change.
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 site or otherwise,
that reasonably would contradict
anything in this section.
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 programme,
even if we have been advised
of the possibility of such damages.
Further, our total liability
arising with respect to this
agreement and the programme
will not exceed the total commission
fees paid or payable to you
under this agreement.
You hereby agree to indemnify
and hold harmless Oneposter.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 legal
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 site, including, without
limitation, content therein
not attributable to us.
DISCLAIMERS
We make no express or implied
warranties or representations
with respect to the programme
or any products sold through
the programme (including, without
limitation, warranties of fitness,
merchantability, no infringement,
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.
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 programme
and are not relying on any representation,
guarantee, or statement other
than as set forth in this agreement.
MISCELLANEOUS
This agreement will be governed
by the laws of England. 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.
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