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This Agreement contains the complete terms and conditions that apply to an
individual's or entity's participation in the SoDrama.com Affiliates Program
(the "Program"). As used in this Agreement, "we" means SoDrama.com, and "you"
means the applicant. "Site" means a World Wide Web site and, depending on the
context, refers either to SoDrama's site or to the site that you will link to
our site.
1. Enrollment in the program
To begin the enrollment process, you will submit a complete Affiliate
Application via our site. We will evaluate your application in good faith and
will notify you of your acceptance or rejection. We may reject your application
if we determine (in our sole discretion) that your site is unsuitable for the
Program.
2. Links on Your Site
General Link to SoDrama's Home Page: You may provide a general link on your site
to our home page in a format to be approved by SoDrama. We will provide you with
guidelines and graphical artwork to use in linking to our home page.
3. Order Processing
We will process product orders placed by customers who follow special links from
your site to the SoDrama.com site. We reserve the right to reject orders that do
not comply with any requirements that we periodically may establish. We will be
responsible for all aspects of order processing and fulfilment. 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 using special links from your site to our site and will update
sales activities on daily basis. To permit accurate tracking, reporting, and fee
accrual, you must ensure that the special links between your site and our site
are properly formatted.
4. Commission Fees
We will pay you commissions on all product sales from customers referred from
your site. For a product sale to generate a commission, the customer must follow
a special link (in the format specified by SoDrama) from your site to the
SoDrama.com site; purchase the product using our automated ordering system;
accept delivery of the product at the shipping destination; and remit full
payment to us. We will not, however, pay commissions on any products that are
added to a customer's Shopping Cart after the customer has re-entered the site
(other than through a special link from your site), even if the customer
previously followed a link from your site to our site.
5. Fee Schedule
You will earn commissions based on the sale price of products, according to the
fee schedule established by SoDrama.com. "Sale price" means the sale price
listed in our catalog and excludes the cost of shipping, handling and taxes, if
any. The current commission rate is 5% of the sale price, on the day of order,
for sales of all products.
6. Fee Payment
We will pay you commission, through a bank transfer or through PayPal, on a
quarterly basis. Approximately 30 days following the end of each calendar
quarter, we will pay you for the commission earned on products that were shipped
during that quarter, less any taxes that we are required by law to withhold.
However, if the commission payable to you for any calendar quarter is less than
the threshold, we will hold the commission until the total amount due is above
your chosen payment threshold and while the agreement remains effective. If a
product, on which commission was paid, was returned by the customer, we will
deduct the corresponding amount from your next quarterly payment. If there is no
subsequent payment, we will send you a bill for that amount.
7. Policies and Pricing
Customers who buy products through this Program will be deemed to be customers
of SoDrama. Accordingly, all SoDrama's 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.
8. Identifying Yourself as an Associate
We will make available to you a small graphic image that identifies your site as
a Program participant. You must display this logo or the phrase "In association
with SoDrama" somewhere on your site.
9. Limited License
We grant you a nonexclusive, revocable right to use the icon and message
described in Section 8 and such other 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
icon, the message, or any of our images in any way. We reserve all of our rights
in the icon, the message, any other images, our trade names, and all other
intellectual property rights. We may revoke your license at any time by giving
you written notice.
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. We disclaim all
liability for materials that appear on your site. 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.
11. Terms of the Agreements
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 notice of termination. You are only eligible to earn commissions
on sales of 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 to ensure
that the correct amount is paid.
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 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 with respect to this Agreement and the
Program will not exceed the total commissions paid or payable to you under this
Agreement.
15. Disclaimers
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, 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 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 AGREEMENT.
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