This agreement contains the complete terms that apply to your participation as an Affiliate in the Flagline.com Affiliate Program, and the establishment of links from your Affiliate Web site to Flagline.com.
This is a legal agreement between you and Flagline.com. By clicking the "I agree" button at the end of the Affiliate Program application you are affirmatively stating that you have read, understand and accept the terms and conditions set forth herein. You agree to be bound by the terms hereof.
In connection with your participation in the Affiliate Program, you and Flagline.com agree as follows:
1. Enrollment in the Affiliate Program
To begin the enrollment process, you must submit a complete Affiliate Program application via our Web site. We will evaluate your application in good faith and will notify you of your acceptance or rejection in a timely manner. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Affiliate Program for any reason. Our criteria for deeming a site unsuitable include, but are not limited to, inclusion of content that is in any way unlawful, offensive, profane, harmful, threatening, defamatory, discriminatory, obscene or harassing; or ethically, racially, or otherwise objectionable. Additional criteria include facilitation of illegal activity; promotion or depiction of sexually explicit, obscene or pornographic images; promotion of violence; promotion of discrimination based on sex, race, religion, nationality, disability, sexual orientation, or age; incorporation of materials which infringe on or assist others to infringe on any copyright, trademark, or property rights; and promotion of politically sensitive or controversial issues. Flagline.com reserves the right to terminate this Agreement in the event that any restricted content is incorporated on the Affiliate's site after acceptance of your application and commencement of the term of this Agreement.
Flagline.com reserves, in its sole discretion, with or without reason, the right to accept or reject an application into the Flagline.com Affiliate Program. If we reject your application, you are welcome to reapply to the Affiliate Program at any time.
2. Our responsibilities
We will be responsible for providing all information necessary to allow you to make appropriate links from your site to Flagline.com. We will process all orders placed by customers who follow the links from your site to Flagline.com. We reserve the right to reject orders that do not comply with certain requirements that we may establish periodically. We will be solely responsible for all aspects of order processing and fulfillment, including order entry, payment processing, shipping, cancellations, returns and any related customer service. You acknowledge that all agreements relating to customer sales shall be entirely between the customer and us.
3. Responsibilities of Affiliate sites
As an Affiliate site, you will receive from us banners, buttons, icons, text links, advertisements for our site, and logos and words identifying Flagline.com. You may display these links on your site, subject to the terms and conditions hereof. You may post as many links to the Required URLs and the rest of our site as you like. The position, prominence, and nature of links on your site to Flagline.com shall comply with any requirements specified by us, but otherwise are solely at your discretion. You shall not alter, modify or expand the links in any way without our written consent. Links from your site to Flagline.com will in no way alter the look, feel or functionality of our site. We have the right to monitor your site at any time and to determine in our sole discretion whether you are in compliance with this Agreement; we must approve all links to Flagline.com. You agree to cooperate with Flagline.com in establishing and maintaining such links. You will only use product descriptions provided by or approved in writing by Flagline.com.
4. Opportunities for Affiliate sites
As an Affiliate site, you will be entitled to participate in and promote on your site any contests and special promotions we may offer, and in connection therewith, we shall make such contests and promotions available to users of your site. You will be entitled to earn commissions as set forth in the sections below.
5. Determining commissions
For each qualifying sale on Flagline.com, the Affiliate will earn a commission calculated in accordance with the schedule set forth below:
Basic Commission Rate 10%
Only Flagline.com products that are sold by us, purchased by users pursuant to a link on your site, shipped by us, and for which we have received full payment will qualify you for a commission. Commission rates will be based on the aggregate amount actually paid to us for qualifying purchases of Flagline.com products, excluding amounts collected by us for sales taxes, duties, gift wrapping, shipping, and similar charges, amounts due to credit card fraud and bad debt, and credits for returned goods. All available items on our site will be included in the computation of net sales, regardless of whether the item is stocked or special-ordered. Commission rates on all products merchandised on Flagline.com, including gift items, luggage, maps and guidebooks, travel necessities, and other items will be equal to 10% of net sales for qualifying purchases pursuant to links on your Web site. Third party products that are advertised on Flagline.com but not sold or fulfilled by Flagline.com are exempt from any commission payments and are not offered for placement by the Flagline.com Affiliate Program.
6. Payment of commissions
When the total amount of commissions due to you (based on section 5 above) exceeds twenty-five dollars ($25) for all items, we will send a commission check for the applicable commission (less any taxes required to be withheld under applicable law) and a statement of activity to you. Such commission checks and statements of activity will be sent approximately thirty (30) days after the end of the calendar quarter.
7. Sales tracking and reporting
Flagline.com will be solely responsible for tracking sales made to customers who follow Affiliate's Flagline.com links. Affiliate will be solely responsible for ensuring that its Flagline.com links are formatted properly and maintained in a manner which allows Flagline.com to track such sales. No commission shall be paid if the customer cannot be tracked by Flagline.com's system or if the customer accesses the Flagline.com other than through the Affiliate's Flagline.com links. Flagline.com will provide Affiliate with statements of qualifying sales activity at the time the commissions are paid.
8. Returns and cancellations
If a product for which a commission has been paid is subsequently returned by the customer, Flagline.com may, at its option, deduct the amount of the previously paid commission from Affiliate's next commission payment or bill the Affiliate directly. Returns are strictly based on product shipped back or from Flagline.com. No refunds will be made unless the product in question shows proof of delivery. If an order is cancelled prior to being shipped from Flagline.com, Affiliates may not receive a commission.
9. Policies and pricing
10. Commercial use
This program is intended for commercial use only. Commissions are payable for qualifying sales to third parties who access the Flagline.com catalog through the Flagline.com link located on Affiliate's sponsoring Web site. Affiliates who use this program to purchase products for their own use are not in violation of the Agreement.
You shall not create, publish, distribute or permit any written material that makes reference to us without first submitting such material to us and receiving our written consent, which we agree will not be unreasonably withheld.
12. Licenses and use of Flagline.com logos and trademarks
We grant you a non-exclusive, non-transferable, and revocable right to access our site through the links solely in accordance with the terms of this agreement, and to use the Flagline.com trademark, logo, and similar identifying material (the "licensed materials") for the sole purpose of selling Flagline.com products on your site. "You may not alter, modify, or change the logo(s) or any of the licensed materials in any way or allow third parties to use the logo(s) or licensed materials. You are entitled to use the logo(s) and licensed materials to the extent that you are a member in good standing of the Affiliate Program.
You shall not make any specific use of any licensed materials for purposes other than selling Flagline.com products without first submitting a sample of such and receiving our written consent, which will not be unreasonably withheld. You agree not to use any licensed materials in any manner that is disparaging or otherwise portrays us in a negative light. We reserve all of our rights in the licensed materials and of our other proprietary rights. We may revoke your license at any time with written notice.
You grant us a non-exclusive license to utilize your names, titles, and logos, which may be amended to advertise, market, promote, and publicize in any manner our rights hereunder; we shall not be required to so advertise, market, promote, or publicize. The license shall terminate upon the effective date of the expiration or termination of this Agreement.
13. Obligations regarding your site
You will be solely responsible for the development, operation, and maintenance of your site and for all the materials that appear on your site. Such responsibilities include, but are not limited to, the technical operation of your site and all related equipment; creating and posting product reviews, descriptions, and references on your site and linking those descriptions to our catalogue; the accuracy and propriety of materials posted on your site (including, but not limited to, all Flagline.com product-related materials); and ensuring that materials posted on your site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal.
We disclaim all liability for such 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.
14. Term of the agreement
The term of this Agreement will begin upon our acceptance of your Affiliate 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 commission on sales during the term of this agreement, and commissions earned through the date of termination will remain payable only if the related Flagline.com product 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 termination of the Agreement, you agree to destroy or return to Flagline.com all artwork in your possession pertaining to Flagline.com, and you shall immediately remove from your site any and all Flagline.com logos, trademarks, links, and references.
We may modify any of the terms and conditions in this Agreement at any time in our sole discretion. You will be notified by email and an updated version of our Terms and Conditions will be posted on our site. Modifications may include, but are not limited to, changes in the scope of available commissions, commission schedules, payment procedures, and Affiliate Program rules. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Program following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change.
16. Relationship of parties
You and Flagline.com 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 of the Agreement.
We make no express or implied warranties or representations with respect to the Affiliate Program or any Flagline.com products sold through the Affiliate Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of 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.
18. Representations and warranties
You hereby represent and warrant to us that this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms. The execution, delivery, and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not conflict with or violate any provision of law, rule, or regulation to which you are subject; any order, judgement, or decree applicable to you or binding upon your assets or properties; any provision of your by-laws or certificate of incorporation; or any agreement or other instrument applicable to you or binding upon your assets or properties.
You are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant us the license to use your trademarks in the manner contemplated herein, and such grant does not and will not breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.
No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by you in connection with the execution, delivery, and performance of this Agreement or that taking by you of any other action contemplated hereby.
To the best of your knowledge, there is no threatened claim, action, or proceeding against you, or any affiliate of yours, with respect to the execution, delivery, or consummation of this Agreement, or with respect to your trademarks, and to the best of your knowledge there is no basis for any such claim, action, or proceeding.
Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereby agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you or any of our Affiliates shall remain strictly confidential and secret. Such information shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its Affiliates. We may deem any information as confidential during the term of this Agreement.
20. Limitation of liability
We will not be liable for indirect, special, or consequential damages or for any loss of revenue, profits, or data arising in connection with this Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages. Our aggregate liability arising with respect to this Agreement and the Affiliate Program will not exceed the total commissions paid or payable to you under this Agreement.
21. Service Interruption
Certain technical difficulties may, from time to time, result in service interruptions. Affiliate agrees not to hold Flagline.com responsible for the consequences of such interruptions.
23. 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 Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
24. Governing Law
This Agreement will be governed by the laws of the United States and the State of Colorado, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Illinois, 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 will 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 a provision or any other provision of this Agreement.