This Affiliate Program sets the complete terms and conditions
that apply to a party's participation in the Affiliate Program (the "Program") of
Promotion Xpress DBA Akido Printing, Inc. As used in this Agreement, the terms "we"
and "merchant" mean Promotion Xpress and the terms "you" and "Partner" mean the
The partner must submit a completed Program application via the Merchant's website. We will evaluate your application and promptly notify you of your acceptance or rejection. We may reject your application if we determine, in our sole discretion, that your web site is not suitable for the Program for any reason, including but not limited to, inclusion of content that is in any way unlawful, harmful, threatening, defamatory, obscene, and harassing or racially, ethnically, or otherwise objectionable. Unsuitable Web sites include, without limitation, sites that contain, or link to, (1) speech or images that are offensive, profane, hateful, threatening, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise), (2) graphic violence (which may include certain types of game sites), (3) content related to liquor, tobacco, firearms, drugs, gambling, crime, or death, (4) politically sensitive or controversial issues (e.g. abortion, capital punishment) or other political content (e.g. lobbyists, political campaigns) or (5) any unlawful behavior or conduct, including materials that infringe our intellectual property rights or those of any third party. If we reject your application, you may reapply to the Program at any time. Partner should also note that if Merchant accepts Partner application and Partner's Website is thereafter determined (at Merchant's sole discretion) to be unsuitable for the Program, Merchant may terminate this Agreement any time.
Merchant will provide Partner with guidelines and graphical artwork to use in linking to Merchant's home page. To permit accurate tracking, reporting, and commissions, Merchant will provide Partner with special "tagged" link formats to be used in all links between Partner's Website and Merchant's Website. Partner must ensure that each of the links between Partner's Website and Merchant's Website properly utilizes such special link formats. Links to the Merchant Website placed on Partner's Website pursuant to this Agreement and which properly utilize such special link formats are referred to as "Special Links." Partner will only earn commission fees with respect to activity on Merchant Website occurring directly through Special Links: Merchant will not be liable to Partner with respect to any failure by Partner to use Special Links, including to the extent that such failure may result in any reduction of amounts which would otherwise be paid to Partner pursuant to this Agreement. Partner will earn commission fees with respect to all product purchases on Merchant's Website once from that "tagged" link.
Partner is responsible for notifying Merchant of any malfunctioning of the Required URLs or other problems with Partner's participation in the Engagement. Merchant will respond promptly to all concerns upon notification by Partner.
Partner cannot misrepresent, dilute, blur, or tarnish Merchant's brand including URL, Logos, trademarks, and trade names. If Merchant determines, in Merchant's sole discretion, that Partner has engaged in any of the foregoing activities, Merchant may (without limiting any other rights or remedies available to Merchant) withhold any referral fees otherwise payable to Partner under this Agreement and/or terminate this Agreement.
Each time Partner refers a visitor to complete a purchase on Merchant's website, partner earns 5% commission of each of the final closed sales. The commission amount may be changed according to the updated order amount. Because of this, your commission will be paid at the end of following month.
"Qualifying Link" is a link from the Partner Site to the Merchant Site using one of the Required URLs or any other URL provided by Merchant if it is the last link to the Merchant Site that the Customer uses during a Session where a sale of a product or a service to Customer occurs. A "Session" is the period of time beginning with a Customer's initial contact with the Merchant Site via a link from the Partner Site and terminating when the Customer either returns to the Merchant Site via a link from a site other than the Partner Site or the Engagement expires or is terminated.
Merchant will have the sole right and responsibility to process all orders made by Customers. Partner acknowledges that all agreements relating to sales to Customers will be between Merchant and the applicable Customer.
All determinations of Qualifying Links and whether a commission is payable will be made by the Merchant and will be final and binding on both Merchant and Partner. Prices for the products and services sold on the Merchant Site will be set by Merchant in its sole discretion.
LIMITATION OF LIABILITY
In no event will either Party be liable to the other Party for any direct, indirect, special, exemplary, consequential, or incidental damages arising from or in connection with this Agreement, even if informed of the possibility of such damages. In no event will the Aggregate Liability of Merchant exceed the total undisputed commissions due and owing Partner hereunder.
The Parties agree that the Merchant and its affiliates, officers, directors, employees, and agents will not be liable to either Party for any direct, indirect, special, exemplary, consequential, or incidental damages, even if informed of the possibility of such damages.
Merchant makes 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, Merchant makes no representation that the operation of Merchant's Website will be uninterrupted or error-free, and Merchant will not be liable for the consequences of any interruptions or errors.
Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or Partner relationship with Merchant or any of Merchant's affiliates shall be submitted to confidential arbitration in San Leandro, California except that, to the extent Partner has in any manner violated or threatened to violate Merchant's intellectual property rights, Merchant may seek injunctive or other appropriate relief in any state or federal court in the state of California. By entering this agreement, Partner consents to non-exclusive jurisdiction and venue in such courts or any other court of competent jurisdiction. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
This Agreement will be governed by the laws of the United States and the state of California, 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 San Francisco, California, and Partner irrevocably consents to the jurisdiction of such courts. Partner may not assign this Agreement, by operation of law or otherwise, without Merchant's prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Merchant's failure to enforce Partner's strict performance of any provision of this Agreement will not constitute a waiver of Merchant's right to subsequently enforce such provision or any other provision of this Agreement.
If you have any additional questions or concerns about these Terms and Conditions, please feel
free to contact us any time.
The Merchant 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.
Customer Service Department
2096 Merced Street
San Leandro, CA 94577
Last updated Jan 2007.