CD WOW! PARTNERSHIP AGREEMENT
Terms and Agreement
This Agreement contains the complete terms and conditions that apply to an individual's
and/or entity's participation in the CD WOW! Partnership Program (hereafter known
as the "Program"). As used in this Agreement, "we" refers
to CD WOW! and "you" refers to the applicant. "Site" refers
to a World Wide Web site and, depending on the context, refers either to CD WOW!s
site ("our site" or to the site that you will link to CD WOW! ("your
site").
Enrolment in the Program
You agree that all information in your application is true and accurate and understand
and accept that any false information will result in the termination of your application.
Applications are to be considered accepted and approved by us upon remittance
by you. You will receive no notification of any sort in any form to confirm the
approval. If, however, the application is declined for any reason, you will be
notified by email within five business days of the application being declined.
If your application is terminated for this or any other reason after it has been
accepted, you automatically and immediately forfeit all commissions earned that
have yet to be paid to you from the time of termination or decline. This is
because the commissions will have been earned under false pretences and are, therefore,
invalid.
Linking To Our Site
You must use the link provided to you by CD WOW! no substitutions or alterations
are permitted. You are responsible for ensuring that the link is correct and error
free. Any errors resulting in the "loss" of potential commissions are
your sole responsibility and you will not be compensated for them by CD WOW! in
any form.
Unsolicited Email
It is against your partnership agreement to advertise
the "CD WOW!" URL via unsolicited email. Some people may think that
your "spam" email originates from us, damaging our reputation and causing
us administrative problems. DO NOT send unsolicited email to promote CD WOW! or
you will be in violation of your partnership's operating agreement and your account
will be terminated, forfeiting all outstanding referral fees. Order
Processing
We will process product orders placed by customers who follow program specified
direct links from your site to our site. We reserve the right to reject orders
that do not comply with any requirements that we may establish periodically. These
requirements will be made known to you as they are established and full compliance
is expected and required. We will be responsible for all aspects of order processing
and fulfillment. Among other things, we will prepare order forms, process payments,
cancellations, and refunds, 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 send you periodic reports summarizing this sales activity. The form,
content, and frequency of the reports may vary from time to time at our discretion.
To ensure accurate tracking, reporting, and fee accrual, you must ensure that
the special links between your site and our site are properly formatted.
Commissions
We will pay you referral fees (commission) on product sales to third parties.
For a product sale to generate a referral fee, the customer must follow a special
link (in the format specified by CD WOW!) from your site to our site, purchase
the product using our automated ordering system, and remit full payment to us.
We will not, however, pay referral fees on any products that are purchased by
a customer after the customer has left and re-entered the site (other than through
a special link from your site), regardless of whether or not the customer previously
followed a link from your site to our site. The Program is intended for commercial
use only, and you may not purchase products through the Program for your own use.
Such purchases may result (at our sole discretion) in the withholding of referral
fees or the termination of this agreement. Products that are entitled to earn
referral fees under the rules set forth above are hereinafter referred to as "Qualifying
Products." Although CD WOW! does, and may at any time, sell products for
other companies and suppliers, you may not in any way earn a commission for these;
only products stocked or in our current catalogue (specifically excluding goods
purchased from our Disc Finder Service) by CD WOW! are eligible for the Program.
WOW Talk, WOW! DVD Rentals, WOW Gadgets and WOW Tickets are excluded from commission.
Commission Schedule
You will earn referral fees based on the number of discs of Qualifying Products
(as defined above), according to fee schedules to be established by us. Any discount
issued to a customer for any reason (as determined and issued solely by us) will
be deducted from the commission due and will, therefore be reflected in your referral
fees.
Commission Payment
We will pay you referral fees on a quarterly basis insofar as the fees meet our
minimum payment criteria. Approximately 30 days following the end of each quarter,
we will send you a cheque for the referral fees earned on products that were sold
during the previous quarter, not including any chargebacks made by the customers
prior to the end of the period. If a product that generated a referral fee is
returned by the customer after payment has been made to you, we will deduct the
corresponding fee from your next payment. If there is no subsequent payment, we
will send you a bill for the fee. You are solely responsible for the payment of
any taxes acquired on fees that are paid to you.
Policies and Pricing
Customers who purchase products through this Program will be deemed to be customers
of CD WOW! Accordingly, all CD WOW! 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.
Limited License
We grant you a non-exclusive, fully revocable right to use the CD WOW! name and
product name as we (at out discretion) grant express permission, solely for the
purpose of identifying your site as a Program participant and to assist in generating
product sales. You may not modify the link, the product description, or any of
our images in any way. We reserve all of our rights to the link, the product description,
any other images, our trade names and trademarks, and all other intellectual property
rights. You agree to follow our Trademark Guidelines, as those may change from
time to time. We may revoke your license at any time by way of an email generated
notice.
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 specifically
and solely responsible for, but not limited to, the following:
The technical operation of your site and all related equipment, creating and
posting of a product description on your site and linking that description to
our site, the accuracy and appropriateness of descriptions posted on your site
(including, but not limited to, all product-related materials), ensuring that
materials posted on your site do not violate or infringe upon the rights of any
third party (including, but not limited to, copyrights, trademarks, privacy rights,
or other personal or proprietary rights), and ensuring that materials posted on
your site are not libelous or otherwise illegal.
We disclaim all liability for these matters. Further, you will indemnity and
hold us harmless from all claims, damages, and expenses (including, but not limited
to, attorneys' fees) relating to the development, operation, maintenance, and
contents of your site.
Period of Agreement
The terms 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 notice
of termination generated by email. You are only eligible to earn referral fees
on sales of Qualifying Products occurring during the term, and 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
(as determined by us) to ensure that the correct amount is paid.
Modification of Agreement
We may modify any of the terms and conditions contained in this Agreement, at
any time and at our sole discretion, by posting a notice of change(s) or a new
agreement on our site. IF YOU FIND ANY PORTION OF THIS AGREEMENT TO BE UNACCEPTABLE
TO YOU AT ANY TIME, 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 SITE WILL BE CONSIDERED TO BE BINDING ACCEPTANCE OF THE CHANGE. YOU WILL
BE EXPECTED AND REQUIRED TO ABIDE BY ALL TERMS AND CONDITIONS AS THEY ARE WRITTEN
AND APPEAR AT THAT TIME.
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 as we will have no authority to make
or accept any offers or representations on your behalf. You will not make any
statement, whether on your site or otherwise, that would be contradictory to anything
in this section in any way, shape or form.
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. This will remain true regardless of if we have been advised of the
possibility of such damages. If you feel any damages may occur as a result of
this agreement of the Program, it is your responsibility to either terminate the
agreement or not enter into it. Further, our aggregate liability arising with
respect to this agreement and the Program will not exceed the total referral fees
paid or payable to you under this agreement in accordance with the terms and conditions
previously outlined for payment of referral fees.
Disclaimers
We make no express or implied warranties or representations with respect to the
Program or any product 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 license 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 in any way shape or form. We will make every effort to inform you in
advance of any known and planned interruptions of our site operations. However,
these cannot and will not be guaranteed by us; they will be issued as a courtesy
to you to allow you to take the appropriate steps to avoid any problems. Sales
that were attempted but failed during periods of interruption (announced or otherwise)
will not be compensated for by us.
We reserve the right to send our partnerships occasional related e-mails.
Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL TERMS AND CONDITIONS
CONTAINED HEREIN. 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 AND/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 TO BASE YOUR DECISION TO PARTICIPATE ON. THE
SUBMITTAL OF YOUR APPLICATION TO US SIGINIFIES THAT YOU HAVE READ AND AGREE TO
THIS AGREEMENT AND ARE BOUND TO ALL TERMS AND CONDITIONS CONTAINED WITHIN IT FROM
THAT POINT TO THE POINT OF TERMINATION BY EITHER PARTY.
Miscellaneous
This Agreement will be governed by The Law Of The British Virgin Island and you
irrevocably consent to the jurisdiction of said courts. You may not assign this
agreement, by operation of law or otherwise, without our prior written explicit
consent. Subject to that restriction, this agreement will be binding on, insure
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.
SCHEDULE A
Minimum Payment Criteria
Payments will only be made at the quarter end calculation when the sum due is
equal to or in excess of £25 (US$40). Unfortunately any fees not reaching this
minimum criterion within 6 months will be deemed as not payable resulting in the closure
of the account and the fees due under the affiliate program will be cancelled.
Unfortunately no correspondence will be entered into in relation to agreements cancelled in this way.
Currencies
You have the choice of being paid in Pounds Sterling Or US Dollars.
Payments
Payments of £100 (US$ 160) or less will be paid by company cheque.
Payments in excess of the above can be paid by Bank Transfer. |