This Agreement contains the complete terms and conditions
that apply to an individual's or entity's participation in the exoticindia.com
Affiliates Program (the "Program"). As used in this Agreement, "we" means
exoticindia.com, and "you" means the applicant. "Site" means a World
Wide Web site and, depending on the context, refers either to a site under
the exoticindia.com network, or to any site that you will link to our
site (and which you will identify in your Program application).
Registration with the Affiliate Program
You will need to submit certain information
through our online registration form. Your acceptance into the program
will be notified through email. We may reject your application if we determine
(in our sole discretion) that your site is unsuitable for the Program.
Unsuitable sites include those that:
- promote violence
- promote discrimination based on race, sex, religion,
nationality, disability, sexual orientation, or age
- promote illegal activities
If we reject your application, you are welcome to reapply
to the Program at any time. You should also note that if we accept your
application and your site is thereafter determined (in our sole discretion)
to be unsuitable for the Program, we may terminate this Agreement.
Links to us from your site
Once an affiliate of ours, 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 a
short description, review, or other reference. You will be responsible
for the content, style, and placement of these references. You will
provide a Referral Link from each Product reference
on your site to the corresponding online catalog entry on our site.
Each such link will connect directly to a single item in our online
catalog. You may add or delete Products (and related links) from your
site at any time without our approval.
- Category Links: You may provide a link on your site
any of the categories (broad or focussed) on our site.
- Newsletter Link: You may provide a link on your site to any of our archived newsletterss or our current newsletter.
- General Link to our Home Page: You may provide a general
link on your site to our home page
We will provide you with graphical artwork to use in linking to our site.
Processing of Orders
We will process Product orders placed by customers
who follow Referral 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. We will be responsible for all aspects of order
processing and fulfillment. 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 by
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 in our discretion.
We will pay you referral fees on sales to third
parties. For a Product sale to be eligible to earn a referral fee, the
customer must click-through a Referral Link from your site to our site,
add the Product to his or her shopping cart, AND make a payment during
a session. The session ends upon one of the following events: (a) 30 days
elapse from the customer's initial click-through, or (b) the customer
follows a third party's Referral Link. We will only pay referral fees on
such Products after order and payment and shipping have occurred.
In addition, you may not: (a) 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; (b) in any way
modify, redirect, suppress, or substitute the operation of any button,
link, or other interactive feature of our site; (c) 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; or (d) 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.
Your Payment Schedule
You will earn referral fees based on Qualifying
Revenues according to referral fee schedules to be established by us.
"Qualifying Revenues" are revenues derived by us from our sales of Qualifying
Products, excluding returns and bad debt. The current referral fee schedule
is 15% of Qualifying Revenues from the sale of each
Individually Linked Product that, on the date of order, is listed in our
Payments to You
If you choose Paypal.com as the prefered mode of payment of fees, we will pay you referral fees on a monthly basis. Each
month, we will send you payments through (a) a check or (b) through the
use of Paypal.com;
for the referral fees earned, subject to our standard terms and conditions.
In calculating referral fees, we will deduct the corresponding referral
fee from your next quarterly payment if a Product that generated a referral
fee is returned by the customer. If there is no subsequent payment, we
will send you a bill for the referral fee.
If you choose your prefered mode of payment as checks, the frequency of referral fee payment will be once every two months. The rest of the payment terms remain the same as described above, for Paypal.com.
Policies and Pricing
Customers who buy products through this Program will be deemed to be our
customers. Accordingly, all 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 Program in accordance with our own pricing policies.
Product prices and availability may vary from time to time. Because price
changes may affect Products that you already have listed on your site,
you may not include price information in your Product descriptions. We
will use commercially reasonable efforts to present accurate information,
but we cannot guarantee the availability or price of any particular product.
We grant you a nonexclusive, revocable right to use the graphic image
and text and such other text or images for which we 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 graphic
image or text, or any other of our images, in any way. We reserve all
of our rights in the graphic image and text, any other images, our trade
names and trademarks, and all other intellectual property rights. You
agree to follow our Trademark Guidelines, as those guidelines may change
from time to time. We may revoke your license at any time by giving you
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
- creating and posting Product descriptions on your site
and linking those descriptions to our catalog
- 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
- 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.
Term of the Agreement
The term 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 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, and all exoticindia.com
(or any of the sites under the exoticindia.com network) 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 Program. You are
eligible to earn referral fees only on our sales of Qualifying Products
that occur during the term, and referral 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.
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, referral 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
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 Program, even if we have been advised of the possibility
of such damages. 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.
We make no express or implied warranties or representations with respect
to the Program or 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). 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.
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 PROGRAM AND ARE NOT RELYING ON ANY
REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS