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TERMS & CONDITIONS
Your participation in the Battery-4sale com Affiliate Program ("Program") is pending your acceptance of the Master Affiliate Agreement ("Agreement").
1.
Introduction Defined terms in this Agreement include the following: (a) "you" or "your" means you, the applicant applying to participate in the Program, and upon our acceptance of your application, the Affiliate, (b) "we" or "us" or "our" means Battery-4sale.com. (c) "our web site" means the Battery-4sale.com web site currently located at http://www.Battery-4sale.com, (d) "your web site" means the World Wide Web site from which you will link to our web site, (e) "Affiliate" means a party accepted as a member of the Program, (f) "User" means a customer who links from your web site to our web site, (g) "Products" means any merchandise offered for sale by us on our web site. (h) "Affiliate Site" means an Affiliate web site that has been accepted as an Affiliate of Battery-4sale.com and (i) "Link" or "Links" means banner advertisements, buttons, links or text links that link to the Battery-4sale.com web site.
2.
Program Enrollment To begin the enrollment process in the Program, you must complete the Battery-4sale.com Affiliate Application and accept the terms and conditions of the Agreement. Once you have accepted this Agreement, we will review your completed Affiliate Application and inform you whether or not you have been accepted as an Affiliate. Battery-4sale.com reserve the right to accept or reject Affiliates at our sole discretion. Web sites that are objectionable or inappropriate include sites that: Promote violence, are libelous, disparaging or defamatory Promote illegal activities Promote discrimination based on age, disability, nationality, race, religion, sex or sexual orientation Contain little or no original content (such as sites that are 'under construction') Contain images that are sexually explicit, obscene, harmful or harassing Contain otherwise objectionable material Incorporate materials that infringe upon third party copyright, trademark or other intellectual property rights Are not accessible at the time of our application review
We reserve the right, at our sole discretion, to reject an Affiliate application even after we have communicated acceptance to you, or to remove an Affiliate from the Affiliate Program at any time for any reason without notice.
3.
Linking Requirements When your site becomes an Affiliate Site in our Program, we will provide you with Links that will allow Users of your web site to be transported directly when they click on the Link to pages on our web site. As an Affiliate, you may display these Links on your web site subject to the terms and conditions contained in the Agreement. By accepting the terms of the Agreement, you agree that you will cooperate fully with Battery-4sale.com to maintain such Link or Links.
You further agree that (a) such Link or Links will be displayed prominently throughout your web site as you see, (b) no Link or Links will be modified, expanded or reduced in any way and (c) no Link or Links on your web site will in any way modify the look, feel and/or functionality of our web site. Battery-4sale.com may modify links throughout the term of the Agreement. You agree to update all links within 7 days of notification of modification.
We reserve the right to monitor your web site at any and at all times to make certain that you are in compliance with the terms and conditions of the Agreement. You will be held fully responsible for all content, links and activities conducted on your web site. We disclaim all liabilities related to such matters.
4.
Order Processing All orders, customer service and fulfillment of such orders will be handled by and through Battery-4sale.com. You may not take orders, perform customer service, extend credit or deliver Products on our behalf. We will process orders from any Users directed by you through your web site, but we reserve the right to reject any orders that do not comply with any requirements that we may periodically impose at our sole discretion. We will be solely responsible for all aspects of Product order processing and fulfillment, including order entry, payment processing, shipping, cancellations, returns and related customer service. Battery-4sale.com will be responsible for tracking the number of Products sold to Users who are directed from your web site to our web site and Battery-4sale.com 's tracking is the final confirmation of the number of Users using our web site. The form, content and frequency of the reports may vary from time to time at our sole discretion. We are not responsible for ensuring that your web site contains proper Links and/or linking to the Battery-4sale.com web site to ensure that accurate tracking, reporting and sales accrual can occur. You are responsible for making certain that the Links between your web site and our web site are properly formatted. We reserve the right to change the prices of any or all of our Products at any time and without notice at our sole discretion. We cannot ensure that if an order is placed that any Product will be available to the User or that a stated price for a Product will be accurate. We do not honor misquoted prices. All personal information regarding the User is the sole and exclusive property of Battery-4sale.com, and you agree not to use any such information in any way or manner whatsoever.
5.
Commissions We will pay you a 10% commission on all your referred sales, excluding amounts collected by us for sales taxes, duties, shipping, handling, gift wrapping, fraud, charge-backs, insurance, exchanges, credit card processing fees, taxes and similar charges. Example:
Item Quantity Price SubtotalCommissionKremlins 72077 50001 1 $187.50 $187.50 $18.75Shipping UPS ground: $4.98 Tax: $15.88 TOTAL: $208.36Komandirskie
Tank 10003 1 $40.60 $ 40.60 $ 4.06
Shipping UPS 3Day Select: $6.68 TOTAL: $47.28Commission Total:
$22.81
The Commission percentage is subject to change at any time at our sole discretion.
In order for you to generate a Commission, the User must follow a link from your web site to our web site and within 40 days, purchase an item using our automated online ordering system, accept the delivery of the Product at the shipping destination, remit full payment to us and not cancel the order or return the Product to us within our 30 day return period. We reserve the right to change or modify our return policies at any time at our sole discretion, and the payment of Commission to you shall be subject to the terms of such return policy.
You will not be eligible for a Commission under the following circumstances:
The User has prevented cookies from being saved on his or her hard drive or the User cannot be tracked by our online ordering system for any reason. A User comes to Battery-4sale.com through your web site but does not purchase merchandise at that time, but returns to Battery-4sale.com at a later date via another Affiliate or partner and makes a purchase. A User comes to Battery-4sale.com through your web site but does not make a purchase. The same User then returns more than 40 days later by entering our URL directly; you will not receive credit for that later purchase.
6.
Payments of Commissions We will pay your Commission payments on a monthly basis for Products purchased by Users directed from your web site and for which the 30-day return period has expired. Payments will be made approximately 15 days after the end of each month. We will send you a check for Commissions earned on the our automated program of the Products that we shipped during the applicable period and for which the 30 day return period has elapsed, less any taxes and shipping cost. Commission payment is below $50 in any particular month we shall withhold such payment until the next payment period until the Payment Minimum is met or until the Agreement is terminated, whichever occurs earlier. The Payment Minimum is subject to change at any time without notice at our sole discretion.
7. Policies and Pricing Users who purchase Products through the Affiliate Program will be deemed to be customers of Battery-4sale.com. Accordingly, all of our rules, policies, terms and conditions and operating procedures concerning customer orders, customer service, sales, and all other matters will apply to those Users. We may change our policies and operating procedures at any time at our sole discretion with or without notice. Products, availability of our Products and our pricing of such Products may vary from time to time. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or the price of any particular Product.
8.
Affiliate Partner Responsibilities You will be solely responsible for the development, technical operation and maintenance of your web site and for all materials that appear on your web site. You shall be solely responsible for ensuring that materials posted on your web site do not violate or infringe upon the rights of any third party, including copyright, trademark, privacy or other personal or proprietary rights, and ensuring that materials posted on your web site are not libelous or otherwise illegal, obscene, offensive or harmful in our sole opinion. You must have express written consent to use another party's copyrighted or proprietary material. We disclaim all responsibility if you use another party's copyrighted or other proprietary material in violation of the law. Further, you will indemnify us and hold us harmless from all liability, claims, damages and expenses (including, without limitation, attorneys' fees) relating to the development, operations, maintenance and contents of your web site.
9.
Agreement Term The term of the Agreement shall begin upon our acceptance of your Online Application and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party prior written notice of termination. Notice by e-mail to your address on our records is considered sufficient notice for termination of this Agreement (Affiliates@Battery-4sale.com). If this Agreement is terminated because your web site is deemed by us to be objectionable, you shall not be eligible to receive Commission payments, even for Commissions that you earned prior to the date of your termination. If this Agreement is terminated for any other reason, then you shall be eligible to receive only those Commissions generated prior to the termination of this Agreement. Commissions earned through the termination of the Agreement shall remain payable only if the related Product orders are not canceled or returned, and otherwise as provided herein, we reserve the right to withhold your final payment for a reasonable period of time to ensure that the correct amount is paid to you.
10.
Agreement Modification We may modify any of the terms and conditions contained in this Agreement at any time at our sole discretion by posting a change notice or new agreement on our site or upon notice by email to you at your address. Notice of any change to this Agreement delivered by e-mail to your address reflected on our records or the posting of a new agreement on our web site, is considered sufficient notice for notifying you of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of the Commission schedule, payment procedures and Program rules. If a modification is unacceptable to you, your sole recourse is to terminate this Agreement. Your continued participation in the Program following our posting of a change will constitute binding acceptance by you of such change.
11.
Relationship of the Parties Each party shall act as an independent contractor and nothing set forth in the 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, without the prior written consent of Battery-4sale.com.
12.
Ownership and Licenses Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future. Neither party shall register or attempt to register any rights in the names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology of the other party.
We grant you during the term of this Agreement a revocable, non-exclusive license to use, reproduce and transmit the name, logos, trademarks, service marks, trade dress and proprietary technology, as designated in the Engagement, on your website solely for the purpose of creating links or banners from your site to Battery-4sale.com during the Agreement. Except as expressly set forth in this Agreement or permitted by applicable law, you may not copy, distribute, modify, reverse engineer, or create derivative works from the same. You may not sublicense, assign or transfer any such licenses, information or data for the use of the same, and any attempt at such sublicense, assignment or transfer is void. Upon termination of the Engagement, you shall immediately remove our proprietary technology and other intellectual property from your website.
13.
Termination You may terminate this Agreement at any time by removing the Battery-4sale.com link or banner from your website and providing us with reasonable prior written notice. Either party may terminate this Agreement at any time, for any reason, subject to five day's prior written notice of such termination to the other party. However, all rights to payment, causes of action and any provisions, which by their terms specifically survive termination, shall survive termination of this Agreement.
14.
Limitations on Liability We will have no liability of any sort arising from any interruptions or errors in our website. We will have no liability for any indirect, incidental, special or consequential damages or any lost revenues, data or profits arising under or with respect to the Agreement or the Program, even if we were advised or should have known of the possibility of such damages and notwithstanding the failure of essential purpose of any remedy. Further, our aggregate liability arising under or with respect to the Agreement or the Program shall in no event exceed the total amount of Fees and Commissions paid or payable by us to you under this Agreement.
15.
Warranty Disclaimers We hereby disclaim, and you hereby release us, from any and all liability for downtime or other interruptions in service regarding the links and/or our web site without limiting the foregoing. The links, the "Licensed Trademarks," are provided to you 'as is,' without any warranty of any kind. We make no warranties or representations of any kind with regard to the Program or any products, express or implied, statutory, arising by law or otherwise, including, without limitation, any implied warranties of title, non-infringement, merchantability, fitness for a particular purpose, or arising out of course of performance, course of dealing or usage of trade. We do not warrant that our web site or products will be error free, function without interruption or that any errors will be corrected. If as a matter of law we may not disclaim any warranty, the scope and duration of such warranty shall be the minimum permissible under applicable law.
14.
Representations Each party represents to the other that (1) it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby, and (2) any material which is provided to the other party and displayed on the other party's site will not (a) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (b) violate any applicable law, statue, ordinance or regulation; (c) be defamatory or libelous; (d) be lewd, pornographic or obscene; (e) violate any laws regarding unfair competition, anti-discrimination or false advertising; (f) promote violence or contain hate speech; or (g) contain viruses, Trojan horses, worms, time bombs, cancel bots or other similar harmful or deleterious programming routines.
15.
Indemnification You hereby agree to indemnify, defend and hold Battery-4sale.com and its affiliates, directors, officers, employees and agents, harmless from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) incurred by Battery-4sale.com as a result of a breach, or alleged breach, of any of your representations or obligations herein.
16.
Independent Investigation You acknowledge that you have read this Agreement and agree to all of 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 competitive with your web site. You further understand that we may make available additional private offers to our affiliates at our sole discretion. 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 the Agreement.
17.
General Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.
This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of New York. Any action to enforce this Agreement shall be brought solely in the Kings County Supreme Court, 360 Adams Street, Brooklyn, NY 11201 If you need to send official correspondence, send it via certified mail with return receipt requested to Battery-zone's offices located at 7501 16th Avenue, Brooklyn, NY 11214, with a copy to the Legal Department.
This Agreement and all attachments hereto constitute the entire agreement between the parties herein and supersede any prior oral or written understandings.
This Agreement may be agreed to and executed in more than one counterpart, each of which together shall form one and the same instrument. The parties agree that execution may be achieved in any format convenient to the parties.
The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.
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