| This Agreement contains the terms and
conditions that apply to an individual's or entity's
participation in All Things Arctic's Affiliate Program
(the "Program"). As used in this Agreement,
"we" means All Things Arctic LLC,
and "you" means your website or business that
sends visitors to our web site. "Site" means
a World Wide Web site and, depending on the context,
refers either to All Things Arctic web site, located
at the URL http://www.AllThingsArctic.com, or to any
site that you will link to our site.
Enrollment in the Affiliate Program
We reserve the right to refuse any potential affiliate
if we determine (in our sole discretion) that your site
is unsuitable for the Program. Unsuitable sites include
those that:
- promote sexually explicit materials
- promote violence
- promote discrimination based on race, sex, religion,
nationality, disability, sexual orientation, or age
- promote illegal activities
- otherwise violate intellectual property rights
You may not purchase products during sessions initiated
through the Affiliate Partner Links on your site
for 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
Commissions or the termination of this Agreement. Products
that are eligible to earn Referral Commissions under
the rules set forth above are referred to as "Qualifying
Products." We acknowledge that you have many employees
and that purchase by your employees for their personal
purposes shall not result in the withholding of Referral
Commissions or termination of this Agreement.
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 Affiliate Partner Links on your site
to access our site (e.g., by implementing any "rewards"
program for persons or entities who use Affiliate Partner Links on your site
to access our site); (b) read, intercept, record, redirect,
interpret, or fill in the contents of any electronic
form or other materials submitted to us by any person
or entity; (c) in any way modify, redirect, suppress,
or substitute the operation of any button, link, or
other interactive feature of our site; (d) make any
orders or subscription requests, or engage in other
transactions of any kind on our site on behalf of any
third party, or authorize, assist, or encourage any
other person or entity to do so; (e) take any action
that could reasonably cause any customer confusion as
to our relationship with you, or as to the site on which
any functions or transactions (e.g., search, order,
browse, and so on) are occurring 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 (until
resolution of any claims we have) any Referral Commissions
otherwise payable to you under this Agreement and/or
terminate this Agreement.
Policies and Pricing
Customers who buy products through this Program will
be deemed to be customers of All Things Arctic. Accordingly,
all 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. 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.
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. For example, you
will be solely responsible for:
The technical operation of your site and all related
equipment.
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
(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 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. We will indemnify
and hold you harmless from all claims, damages, and
expenses (including, without limitation, attorneys'
fees) relating to the development, operation, maintenance,
and contents of our Site, and from the use, sale,
advertising or promotion of any product contained
on our Site. The indemnifying party shall have the
right to control the defense and settlement of any
claim to which this indemnity would apply.
Term of the Agreement
The term of this Agreement will begin upon the creation
of an Affiliate Account and when the first Affiliate Partner Link is established from your site to ours 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. You are eligible
to earn Referral Commissions only on our sales of
Qualifying Products that occur during the term,
and Referral Commissions earned through the date
of termination will remain payable only if the related
orders are not canceled or returned.
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.
Limitation of Liability
Neither party will be liable for indirect, special,
nor consequential damages (or any loss of revenue,
profits, or data) arising in connection with this
Agreement or the Program.
Disclaimers
Neither party makes any express or implied warranties
or representations with respect to the Program nor
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) or their Sites. In addition, neither party
makes any representation that the operation of its
site will be uninterrupted or error-free, and neither
party will be liable for the consequences of any
interruptions or errors.
Independent Investigation
EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT
AND AGREES 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.
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.
Miscellaneous
The laws of the United States and the state of New
Hampshire will govern this Agreement, 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 Concord, New Hampshire,
and you consent irrevocably 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 be 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.
|