This Agreement (the "Agreement") describes the complete terms and conditions that apply to an individual's or an entity's participation in the ProPlay North America LLC. affiliate program (the "Program") operated by ProPlay North America LLC. through osCommerce. When used throughout this Agreement, "we" and "us" refer to ProPlay North America LLC. and "you" refers to the applicant. "Site" refers to a specific URL or World Wide Web site which, depending on the context used in this Agreement, may refer to the proplayna.comsite or a site operated by the applicant.
1. How to enroll in the ProPlay North America LLC. Affiliate Program
You apply to participate in the Program by calling Donna DelMuro 630.980.3100, emailing donna.delMuro@proplayna.com or filling out and faxing the application link. Sites which we consider inappropriate include, but are not limited to, sites that contain or promote violence or sexually explicit content or products, sites that promote illegal activities, sites that discriminate on the basis of race, sex, age, nationality, disability, sexual orientation or religion, and sites that violate intellectual property rights.
2. Linking to proplayna.com
You will provide a link on your site to a specific web site address (the "special link") which we will supply to you upon your acceptance in the Program. This link must conform to all the standards set forth in this Agreement. If you are a teaching professional, you may receive a promotional code to distribute to your students as well.
3. Order Processing
We will process all product orders placed by customers who follow the special link from your site to the proplayna.com site or use the promotion code assigned specifically to you. We reserve the right to reject orders that do not comply with any requirements that we may establish periodically. We will be responsible for all aspects of order processing and fulfillment including, but not limited to, processing payments, order cancellations, product returns and customer service. We will track sales made to customers who purchase products using the special link from your site or use the promotion code at our site. To ensure that you receive appropriate credit for sales that originated from your site or promotion code, it is your responsibility to correctly implement the special link between your site and our site or give the correct promotion code. We are not responsible for errors made on your part in using the special link or code.
4. Referral Fees
We will pay you a referral fee for all sales that meet all of the following criteria:
The customer clicks the link from your site to the proplayna.com site.
The customer uses the promotion code assigned to you.
The customer must purchase a product or products during the session that they follow the special link from your site to the proplayna.com and within that time the customer does not turn off or otherwise disabled the "cookie" set when they clicked on the special link.
The customer must accept delivery of the product and remit full payment to us.
Referral fees are considered earned when the order is shipped from our warehouse in Roselle, IL. If the order is shipped in more than one shipment on more than a single day, the referral fee will be paid according to the ship dates of the products.
You will not be paid a referral fee on any item that is returned to us by the customer or if returned in a subsequent period, the original referral will be deducted from the subsequent referral commission check.
You may purchase products during sessions initiated through the links on your site for your own use. However, you may not purchase products during sessions initiated through the links on your site for resale or commercial use of any kind; such purchases may result (in our sole discretion) in the withholding of referral fees or the termination of this Agreement.
5. Referral Fee Rate Schedule
Referral fees will be based on the sale price of products sold on the proplayna.com online store. " Sale price" means the price shown on our site at the time of purchase and excludes shipping charges and, if applicable, sales taxes.
The current referral fee rates are:
Qualifying sales 10%.
Additional programs are available. Contact Donna.DelMuro@proplayna.com for more information.
6. Payment of Referral Fees
Referral fees are paid each calendar quarter with checks mailing on or about the 15th (within 20 days) of the following month. For example, the 1st quarter will be January 1st through March 31st with checks mailed approx. April 15th. If the referral fees payable to you for any calendar month are less than $20.00, we will withhold those fees until the total amount due to you is at least $20.00. If this Agreement is terminated, we will send you payment for all referral fees you earned, regardless of the amount.
If a product that generated a referral fee is returned to us by the customer, and if we have already paid to you a referral fee for the sale of that product, we will deduct the corresponding fee from your next monthly payment for that return.
Absent manifest error, the number or amount of sales that are calculated by us in good faith shall be final and binding on you.
7. Program Policies and Pricing
Those customers who buy products through the Affiliate Program will be deemed to be customers of proplayna.com. Therefore, all rules, policies, and operating procedures concerning customer orders, customer service, and product sales are defined exclusively by ProPlay North America LLC. We reserve the right to change our product pricing, policies and general operating procedures at any time.
8. Link Format Requirements
You are required to select and use one of the approved proplayna.com banners or logos we provide. When users click on this banner/logo, you must have linked to us with the code we supply you with to forward the customer to our store. You may also choose to link to the proplayna.com web site by using a text link, but be sure to use the code we supply you with to forward the customer to our store.
10. 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
Creating and posting product descriptions on your site and linking those descriptions to our online catalog of products
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, proprietary or intellectual property rights)
Ensuring that materials posted on your site are not libelous or otherwise illegal
We disclaim all liability for these matters. Further, by participating in our Affiliate Program, you expressly agree that you will indemnify ProPlay North America LLC. and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and content of your site.
You agree that you will not (a) 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; and (b) post or serve any advertisements or promotional content around or in conjunction with the display of our site (e.g., through any "framing" technique or technology or pop-up windows), or assist, authorize, or encourage any third party to take any such action. 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.
11. Terms of this 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 written or email notice of termination. You are only eligible to earn referral fees on sales of qualifying products occurring during the term of this Agreement, and 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. 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, and all proplayna.com trademarks, banners and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Affiliate Program. This Agreement shall automatically terminate upon filing of any petition under the Bankruptcy Code by or against you, upon any assignment for the benefit of your creditors, or upon your dissolution if you are other than an individual.
12. Modification
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 referral fees, fee schedules, payment procedures, and Program rules. 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 SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
13. Relationship of the 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.
14. 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 from this Agreement and the Affiliate Program shall not exceed the total referral fees paid or payable to you under this Agreement.
15. Disclaimers
We make no expressed or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-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.
16. Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. 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. |
