TERMS & CONDITIONS
1) Terms of the Agreement: The term of this Agreement will begin upon our
acceptance of your Affiliate 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 referral fees on sales occurring during the term.
2) Enrollment Process: To begin the enrollment process, Affiliate will submit an
application via Fifthavenuelingerie.com. Fifth Avenue Lingerie will evaluate
Affiliate application and will notify Affiliate of Affiliate acceptance or
rejection. Fifth Avenue Lingerie may reject Affiliate application if Fifth
Avenue Lingerie determines that Affiliate site is unsuitable for the Affiliate
Program. Reasons for rejection can include, but are not limited to the Affiliate
site promoting violence, discrimination based on race, sex, religion,
nationality, disability, sexual orientation, or age, or the Affiliate site
promoting illegal activities and/or violating intellectual property rights.
3) 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 this 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.
4) 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 to this Agreement.
5) 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 website. 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.
6) SPAM: Fifth Avenue Lingerie has a zero tolerance policy for SPAM. Any
Affiliate accused of SPAMMING will be immediately removed from our affiliate
program. The only recourse you will have to maintain your affiliate relationship
is proof of "opt in" that will undermine the validity of the Spam
complaint. Valid SPAM complaints will result in the immediate termination of
your account and forfeiture of any commissions owed you.
7) Miscellaneous: This Agreement will be governed by the laws of the home state
of Fifth Avenue Lingerie Any action relating to this Agreement must be brought
in the federal or state courts located in the home state of Fifth Avenue
Lingerie, and you irrevocably consent to the jurisdiction of such courts. You
may not assign this Agreement, by operation of law or otherwise, without our
prior written consent. Subject to that restriction, this Agreement will be
binding on, inure 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.
8) Linking: We will provide you with textual and graphical links (Link
Materials) with which you may link your Web site to our Web site. These Link
Materials are available in your affiliate login panel in the
"instructions" area. If you are an approved Affiliate, we grant you a
non-exclusive limited license solely to reproduce and use these Link Materials,
including our trademarks to the extent they are incorporated into these Link
Materials, only while you are an Affiliate and only in accordance with the terms
and conditions of this Agreement. You many include Link Materials in mailings to
your opted-in lists (see section 6 regarding Spam) and in other advertisements
at your discretion. You agree to display the Link Materials appropriately on
your Web site and in advertisements, and to respect our trademarks, service
marks, and other rights in the Link Materials. You will use only these Link
Materials to link to Fifth Avenue Lingerie, and you will not alter the look or
feel of these Link Materials or of our Web site in any way. You will use
reasonable efforts to update to new versions of Link Materials as we make them
available.
9) Tracking: Fifth Avenue Lingerie will be solely responsible for tracking sales
using special software that communicates with the specially encoded URLs
assigned to affiliates. Fifth Avenue Lingerie will endeavor to do its best to
ensure accurate tracking of referrals made by affiliates. Affiliates will
themselves be solely responsible for ensuring that these special URLs are
formatted properly, a necessary prerequisite to accurate tracking of referral
sales. Notwithstanding the above statement of responsibility by Fifth Avenue
Lingerie to track sales, affiliates hereby acknowledge and accept that the
tracking system employed by Fifth Avenue Lingerie is not 100% fail-safe and that
there may on occasion be instances of referral sales made that are not credited
to an affiliate for any of the following possible reasons:
Failure by the affiliate to use the proper format of the specially assigned URL
in promotions, webpage links, banner ads, and so on Deliberate or accidental
actions by customers to circumvent an affiliate special URL so that our software
is unable to accurately track that sale.
Bugs, glitches or crashes of the tracking software that render it unable to
accurately track sales for a period of time.
Acts of nature that cause irretrievable data loss on the computers and back-up
disk media.
10) Relationships and Responsibilities: 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.
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 rights).
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, attorney fees) relating to the development, operation, maintenance,
and contents of your site.
11) Relationship of Parties: Fifth Avenue Lingerie and your company 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 agreement.
