|Affiliate Program Guidelines|
The following contains the complete terms and conditions that apply to an individual's or entity's participation in the 365 (365) Affiliate (the "Program"). As used in this Agreement, "we" means 365, "you" means the applicant, and "product" means any item offered for sale in the BigToe.com store on BigToe.com. "Site" means a World Wide Web site and, depending on the context, refers either to BigToe.com 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 Program 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. Unsuitable sites include, but are not limited to, sites that: promote or contain or link to sexually explicit materials; promote violence; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promote illegal activities; violate intellectual property rights; violate any local, state, federal or other law or regulation; contain any libelous, defamatory or disparaging materials; or contain little or no original content. If we reject your application, you are welcome to reapply to the Program at any time.
2. LISTING PRODUCTS ON YOUR SITE
You will either link directly into BigToe.com or you will select one or more of our products to list on your 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 may not alter product images, descriptions and pricing. Affiliate Future provides access to a tool with an HTML generator. You must use the generator to create your links in order to meet the criteria in the operating agreement. If you would like to use links not created by the generator, or you would like to modify the links generated by the generator, you need prior written permission from 365. The generator will also provide additional linking methods, such as banners and buttons. You may not alter and banners, logos, or other content available through the link generator without written permission from 365. You may add or delete products (and related links) from your site at any time without our approval. *Note: You may not make references to Nike, their logos, or products. Additional brands and pricing issues may be added from time to time. New standards will be posted in the Operating Agreement. It is your responsibility as the affiliate to ensure that all changes to the Operating Agreement are adhered to.
3. ORDER PROCESSING
We will process product orders placed by customers who follow links from your site to BigToe.com product pages. 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 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 using links from your site to our store, and Affiliate Future will provide you with reports summarizing this sales activity. To permit accurate tracking, reporting, and fee accrual, you must ensure that the links between your site and our site are created with the Affiliate Future HTML generator . If our product pages change and you have links that direct visitors to these pages, we will re-direct your visitors to an appropriate page automatically.
4. REFERRAL FEES
Subject to the terms and conditions of this Agreement, we will pay you referral fees on all product sales to third parties. For a product sale to generate a referral fee, the customer must follow a link from your site to our store, purchase a product using our automated online ordering system, accept delivery of the product at the shipping destination, and remit full payment to us.
5. FEE SCHEDULE
All payments are made by Affiliate Future through BACS/Wire transfer on or around the end of the 2nd week of the month following the month in which you earned your commission.
6. FEE PAYMENT
Payments are made by Affiliate Future on a monthly basis. You must have earned at least $40 to receive payment. If your earnings are less than the minimum amount, it will be carried over to the following month.
7. POLICIES AND PRICING
Customers who buy products through this Program will be deemed to be customers of 365. Accordingly, all 365 rules, policies, and operating procedures concerning customer orders, customer service, marketing, promotions, 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, we recommend that you do 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 AFFILIATE
We will make available to you a small graphic image that identifies your site as a Program participant. You will prominently display this logo or the phrase "BigToe.com or Big Toe" somewhere on your site. We may modify the text or graphical image of this notice from time to time. In addition, we encourage (but do not require) you to include a link to the BigToe.com home page at BigToe.com.
9. LIMITED LICENSE
We grant you a non-exclusive, non-transferable, non-sublicensable, 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. You may not modify any of our images, our trade names and trademarks, 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. For example, you will be solely responsible for: the technical operation of your site and all related equipment; creating and posting product descriptions on your site and linking those descriptions to our site; 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, attorneys' fees) relating to the development, operation, maintenance, and contents of your site. Except as provided here, you agree that you have no rights, title or interest in or to the Marks, the message or other images will insure to the benefit of 365. You agree that you will not engage, participate or otherwise become involved in any activity or course of action that diminishes and/or tarnishes the image and or reputation of 365. Members acknowledge and agree that their web site information (name, URL, traffic counts, etc.) may be utilized by 365. Possible uses include (but are not limited to) lists of the busiest sites, lists of member sites, etc. Members agree to allow 365 to use screen shots of any web page that contains the HTML code in 365 promotional materials. The information provided by 365 to members may be proprietary in nature. Members acknowledge that they are not competitors of 365, and agree not to share this information with any of our competitors. Anyone found in deliberate violation of these terms and conditions is subject to being banned from the BigToe.com Affiliate Program by 365.
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 referral fees on sales occurring during the term, and fees earned through the date of termination will remain payable only if the related 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.
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. Your continued participation now, or within thirty (30) days following the posting notice of any changes in these terms and conditions, will constitute a binding acceptance by you of such rules, changes or modifications. 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 referral fees paid or payable to you under to 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, 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. Further, you will indemnify and hold us harmless from all claims, damages and expenses (including, without limitation, attorney's fees) relating to any warranties or representations made by you with respect to the Program or any products sold through the program or BigToe.com. Further, you will indemnify and hold us harmless from all claims, damages and expenses (including without limitation, attorney's fees) relating to any warranties or representations made by you with respect to the Program or any products sold through the program or BigToe.com. This obligation will survive any termination of this Agreement.
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.
This Agreement will be governed by the laws of the United States and the State of Alabama, 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 Birmingham, Alabama, 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 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.
You agree to provide to 365 INC. an up to date list of your Subaffiliates (site name and url) on a bimonthly basis so that 365 INC. may, in its sole discretion, review the Subaffiliate web sites.
You agree to terminate your relationship with a Subaffiliate as it pertains to the 365 INC. Affiliate Program if a Subaffiliate engages in any activity that is prohibited as provided by this Amendment, and if you do not terminate such subaffiliate within ten business days from 365 INC.'s request, 365 INC. reserves the right to withdraw your site and all of its subaffiliates from the Affiliate Program.