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Please read this carefully before submitting the application (the"Application") for participation in the ArchangelsBooks.com Affiliate Program (the "Program"). This is a binding agreement (the "Agreement") between the individual submitting the Application or the entity on whose behalf the Application is being submitted ("you" and "your") and Archangels Books and Gifts ("ArchangelsBooks.com"). By submitting the Application, you hereby ACCEPT AND AGREE to all of the terms and conditions set forth in this Agreement.
By submitting the Application you are expressing your desire to participate in the Program through which you may promote ArchangelsBooks.com products and services and are compensated for the referred individuals that purchase such products and services as a direct result of your promotion.
You represent and warrant that: (i) the information submitted in the Application is truthful and accurate; (ii) the person submitting the Application is at least 18 years old; (iii) in the event you are an entity, the person submitting the Application has the full right, power and authority to enter into this Agreement on behalf of such entity; and (iv) the execution of this Agreement by such person, and the performance by you of your obligations and duties hereunder, do not and will not violate any agreement to which you are a party or by which you are otherwise bound. You acknowledges that ArchangelsBooks.com makes no representations, warranties or agreements related to the subject matter hereof that are not expressly provided for in this Agreement. ArchangelsBooks.com will allow you participate in the program immediately upon conclusion of your on-line enrollment, but will evaluate the Application and reserves the right to disqualify your enrollment and notify you of ArchangelsBooks.com's rejection of the Application in a timely manner. ArchangelsBooks.com may reject the Application if the Website is deemed, in ArchangelsBooks.com's sole discretion, to be unsuitable for the Program. Unsuitable web sites include, but are not limited to, those that:
1.1 Contain sexually explicit or obscene materials, or materials that are otherwise deemed offensive;
1.2 Advocate discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
1.3 Promote or engage in illegal activities;
1.4 Violate intellectual property rights of third parties;
1.5 Contain or promote deceptive information;
1.6 Promote gambling;
2. Linking With,
and Use of, ArchangelsBooks.com Resources and Copyrighted material
You may use (to the extent provided in Article 4 below) the electronic graphic artwork and corresponding links to ArchangelsBooks.com products and webpages as necessary to participate in the Program. ArchangelsBooks.com will provide the HTML examples for such links, including a special identifier that will make possible tracking and reporting of all Qualified New Members (as defined in Section 5) acquired through your Website. It is your responsibility to integrate the ArchangelsBooks.com special Banners, Buttons, or Text Links into your Website properly in accordance with the instructions available on our website. ArchangelsBooks.com shall not be liable to you with respect to your failure to integrate properly the ArchangelsBooks.com Banners, Buttons, or Text Links into your Website, including to the extent such failure may result in any reductions of amounts that would otherwise be paid to you under this Agreement. You agree not to modify any ArchangelsBooks.com Banners, Buttons, or Text Links in any way without the expressed written permission of ArchangelsBooks.com. You may only display the ArchangelsBooks.com Banners, Buttons, or Text Links with your special identifier on any website you manage (providing that this website meets with the religious intentions of ArchangelsBooks.com). The ArchangelsBooks.com affiliate system is designed so that many web sites can be linked to you through a sole account. You may also create separate multiple accounts for different websites in order to track results from each website. Thus you may promote or otherwise announce the availability of the ArchangelsBooks.com Products and Services anywhere within your website(s) using the ArchangelsBooks.com Banners, Buttons, or Text Links with your special identifier, including but not limited to using the ArchangelsBooks.com Banners, Buttons, or Text Links in e-mail as long as it is not considered "spam".
3. Your Website.
You are solely responsible for, and ArchangelsBooks.com hereby disclaims all liability for, the development, operation and maintenance of, and all costs associated with, your Website(s), any content thereon and any equipment therefor. You hereby agree that your Website(s) shall not, in any way, copy or resemble the look and feel of, or create the impression that it is, part of the ArchangelsBooks.com Service or any of ArchangelsBooks.com's or its affiliates' or subsidiaries' web sites. You agree that your Website(s) shall, at all times during the Term of the Agreement, comply with the policies identified in Section 1.7, and shall not engage in any of the activities listed in Sections 1.1 through 1.6.
4. Limited License
to Use ArchangelsBooks.com Banners, Buttons, or Text Links.
ArchangelsBooks.com hereby grants to you a nonexclusive, revocable license to display on your Website(s) the ArchangelsBooks.com Banners, Buttons, or Text Links solely as necessary for, and for the purpose of, promoting the products and/or services associated with ArchangelsBooks.com identifying you as a participant in the Program. To the extent, if any, that ArchangelsBooks.com Banners, Buttons, or Text Links contain ArchangelsBooks.com's trademarks, service marks or trade names, you shall not use such marks in a manner that might be deemed to create a unitary composite mark. You agree not to use the ArchangelsBooks.com Banners, Buttons, or Text Links in a manner that is, or otherwise include materials on your Website that are, disparaging of ArchangelsBooks.com. ArchangelsBooks.com reserves all proprietary rights in and to the ArchangelsBooks.com Banners, Buttons, or Text Links not expressly granted herein. You agree this license can be revoked at any time for any or no reason upon notice by ArchangelsBooks.com to you (regardless of termination of this Agreement) and you agree upon receipt of such notice immediately to cease and desist using all ArchangelsBooks.com Banners, Buttons, or Text Links.
ArchangelsBooks.com allows you to target specific products or categories of products in order to maximize your earnings according to your client needs. In its sole discretion it may disallow you from using such links.
5.1 Referral Fees and Commissions.
On a quarterly basis, within thirty (30) days after the end of each quarter (March 31, June 30, September 30, December 31) ArchangelsBooks.com shall pay you a "Commission" for each Qualified Client who purchased any type of product or service owned by the ArchangelsBooks.com website set forth below directly from a link within the ArchangelsBooks.com Banners, Buttons, or Text Links on your Website using the special identifier and thereafter completed the transaction by providing a valid credit card and paying in such month. ArchangelsBooks.com will not issue payment for accounts with balances less than $25 at the end of each quarter. The balances are transferred in the next period and you will receive the whole amount once the balance is more than or equal to $25. "Qualified Client" means any person or entity who purchases ArchangelsBooks.com Products or Services as a direct result of your promotion of the ArchangelsBooks.com Service by linking from one of the ArchangelsBooks.com Banners, Buttons, or Text Links on your Website(s) using your special identifier and who paid the then-standard or discounted fees required for purchasing, shipping and taxes to ArchangelsBooks.com. All commissions are defined as the percentage of the total paid price of the purchased items. The minimum percentage you may receive once accepted into the affiliate program is the highest available in our market to our knowledge and is 5% (five percent). From time-to-time ArchangelsBooks.com may choose to offer you a higher Fee or Commission for a particular period of time; special coupons or discounts you can offer your customers. ArchangelsBooks.com will provide you notice of such higher Commissions or special coupons or discounts to the e-mail address in your Application. You acknowledge that ArchangelsBooks.com may offer a Fee or Commission to other participants in the Program that is higher than the Fee or Commission you receive. Nothing in the foregoing shall limit ArchangelsBooks.com's ability to lower the minimum Commission contained herein in accordance with Article 7.
5.4 Liability for payment.
ArchangelsBooks.com's sole obligation in regards to remitting payment to you for the payments described in Sections 5.1 through 5.3 shall be to make such payment to the address or account information submitted to ArchangelsBooks.com in the Application or in the event your address changes, to the address thereafter maintained at the time in the user's affiliate account. In some cases ArchangelsBooks.com may use the email you provided in your application to request PayPal information to which the payment transfer may be made. You are solely responsible for assuring your address and email address of record is current, correct and secure. ArchangelsBooks.com will be liable to settle the amount as long the affiliate account is open and uncompromised. An affiliate account is open and uncompromised if it exists in ArchangelsBooks.com electronic records and has not been closed. In the event a payment sent to such address is returned to ArchangelsBooks.com for any reason other than an error in such address on the part of ArchangelsBooks.com, you hereby waive any rights to receive such payment. ArchangelsBooks.com shall not be liable for any payment to you if ArchangelsBooks.com deems that you have engaged in any fraudulent or criminal activity in connection with the Program.
Through your individual affiliate account webpage, ArchangelsBooks.com shall provide you with real time reports setting forth the completed orders dollar totals from your Website(s) (this consists of: Total so far today; Total yesterday; Total month to date and Total last month) generated of the ArchangelsBooks.com Banners, Buttons, or Text Links, impressions and clickthroughs to the ArchangelsBooks.com website. These data are reported for validation purposes and to aid you in improving your performance as an affiliate. The actual amount owed may be different due to computer errors and is defined as the total money received by ArchangelsBooks.com purchases made by your Qualified Orders multipied by your commission percentage at the time the order was placed at the ArchangelsBooks.com website. The actual commission owed will always be the amount received by ArchangelsBooks.com times the commission percentage assigned to you at the time of the order. The values recorded by the ArchangelsBooks.com software is the evidence for the amount owed. It is your responsibility to report any deviance from the values reported in a timely manner. The form, content, timing and availability of the foregoing reports may vary from time to time in ArchangelsBooks.com's sole discretion.
of This Agreement.
ArchangelsBooks.com may modify any terms and conditions in this Agreement, including any amounts payable as Fees, Commissions and bonuses under Article 5, at any time in its sole discretion by posting a notice it's Affiliate Information web page and by posting a new Agreement on it's Affiliate Agreement web page, but such new Agreement shall be effective no sooner than five (5) days after such notice or new Agreement is posted on the Reporting Page. YOUR SOLE REMEDY AND RECOURSE IN THE EVENT ANY SUCH MODIFICATION IS UNACCEPTABLE TO YOU IS TO TERMINATE THIS AGREEMENT, PROVIDED THAT ArchangelsBooks.com SHALL PAY TO YOU ALL AMOUNTS DUE TO YOU PRIOR TO YOUR TERMINATION IN ACCORDANCE WITH SECTION 11.1. Notwithstanding the five (5) day notice period for termination provided in Article 9, such termination by you in the event of a modification shall be effective immediately upon receipt by ArchangelsBooks.com of notice thereof. Your continued participation in the Program after such five (5) day period has passed shall constitute acceptance of the modifications.
8. Press Releases;
You may announce your use of the ArchangelsBooks.com Banners, Buttons, or Text Links on your Website(s). ArchangelsBooks.com may announce your use of the ArchangelsBooks.com Banners, Buttons, or Text Links on your Website at its sole discretion.
9. Term and Termination.
This Agreement shall be effective on the date ArchangelsBooks.com accepts the Application and shall continue until either party terminates this Agreement as set forth herein (the "Term"). Either party may terminate this Agreement at any time for any or no reason upon five (5) days notice, (i) in the case of termination by ArchangelsBooks.com, to you at either, at ArchangelsBooks.com's option, the e-mail address contained in the Application or by posting such notice on your affiliate administration webpage, and (ii) in the case of termination by you, to ArchangelsBooks.com at the following email address: affiliates@ArchangelsBooks.com. Notwithstanding the foregoing, ArchangelsBooks.com may terminate this Agreement immediately in the event you breach this Agreement.
10. Limitation of Liability; Disclaimer; Indemnification.
UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (COLLECTIVELY, "DISCLAIMED DAMAGES"); PROVIDED THAT YOU SHALL REMAIN LIABLE TO ArchangelsBooks.com TO THE EXTENT ANY DISCLAIMED DAMAGES ARE CLAIMED BY A THIRD PARTY AND ARE SUBJECT TO INDEMNIFICATION PURSUANT TO SECTION 10.3. IN NO EVENT SHALL THE LIABILITY OF ArchangelsBooks.com IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES NOT EXCLUDED IN THE IMMEDIATELY PRECEDING SENTENCE EXCEED THE AMOUNT PAID OR PAYABLE BY ArchangelsBooks.com TO YOU UNDER THIS AGREEMENT.
10.2 No Additional Warranties.
YOUR WEBSITE (EXCEPT AS PROVIDED IN SECTION 1), ALL OF ArchangelsBooks.com's AND ITS AFFILIATE'S WEB SITES, THE ArchangelsBooks.com Banners, Buttons, or Text Links, THE ArchangelsBooks.com SOFTWARE AND ArchangelsBooks.com SERVICE (COLLECTIVELY, "SUBJECT MATTER") ARE PROVIDED "AS IS" AND "AS AVAILABLE." EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ANY, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SUBJECT MATTER, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
You agree to defend, indemnify and hold harmless ArchangelsBooks.com, its subsidiaries and affiliates, and their respective officers, directors, agents, distributors, franchisees and employees against any loss, damage, expense, or cost, including reasonable attorneys fees (including allocated costs for in-house legal services) arising out of any claim, demand, action, suit, investigation, arbitration or other proceeding by a third party ("Liabilities") based on (i) your material breach of any covenant, duty, representation, or warranty of this Agreement, (ii) materials contained on your Website(s) (including any allegation that such materials infringe a third party's proprietary rights), (iii) or otherwise related to the Data, and (iv) or otherwise related to your Website and the content thereon.
Article 10 and Section 11.2, 11.4 shall survive the expiration or termination of this Agreement. Additionally, to the extent this Agreement is not terminated as a result of fraud relating to the Program by you or otherwise as a result of your breach of this Agreement, ArchangelsBooks.com's obligation to pay Fees and Commissions and other bonuses under Article 5 shall survive for so long as is necessary to account for Fees and other bonuses generated from Qualified Orders properly registered prior to the date of termination.
11.2 Applicable Law; Jurisdiction.
This Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the State of Missouri in the United States of America. Each party irrevocably consents to the exclusive jurisdiction of the State of Missouri, U.S.A., in connection with any action to enforce the provisions of this Agreement, to recover damages or other relief for breach or default under this Agreement, or otherwise arising under or by reason of this Agreement.
11.3 Solicitation of ArchangelsBooks.com Clients.
You will not send unsolicited, commercial e-mail (i.e., "spam") through or on ArchangelsBooks.com's products or services, absent a Prior Business Relationship. For purposes of this Agreement, a "Prior Business Relationship" will mean that the ArchangelsBooks.com Client to whom commercial e-mail is being sent has voluntarily either (i) engaged in a transaction with you other than registering to receive ArchangelsBooks.com Products or Services through ArchangelsBooks.com Banners, Buttons, or Text Links provided on your Website or (ii) provided information to you through a contest, registration, or other communication, which included clear notice to the ArchangelsBook.com Client that the information provided could result in commercial e-mail being sent to that ArchangelsBooks.com Client by you or its agents. Any commercial e-mail or other online communications to ArchangelsBooks.com Clients that are otherwise permitted hereunder, shall (a) include a prominent and easy means to "opt-out" of receiving any future commercial communications from you, and (b) shall also be subject to ArchangelsBooks.com's then-standard restrictions on distribution of bulk e-mail (e.g., related to the time and manner in which such e-mail can be distributed through or into the ArchangelsBooks.com product or service in question).
Neither party will be liable for, or be considered in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions which are beyond such party's reasonable control and which such party is unable to overcome by the exercise of reasonable diligence.
11.5 No Waiver.
The failure of either party to insist upon or enforce strict performance by the other party of any provision of this Agreement or to exercise any right under this Agreement will not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect.
You shall not assign this Agreement or any right, interest or benefit under this Agreement without the prior written consent of ArchangelsBooks.com.
11.7 Injunctive Relief; Remedies.
You acknowledge a violation of this Agreement could cause irreparable harm to ArchangelsBooks.com for which monetary damages may be difficult to ascertain or an inadequate remedy. You therefore agree that ArchangelsBooks.com will have the right, in addition to its other rights and remedies, to seek and obtain injunctive relief for any violation of this Agreement. Except where otherwise specified, the rights and remedies granted to a party under this Agreement are cumulative and in addition to, and not in lieu of, any other rights or remedies which the party may possess at law or in equity.
You acknowledge that you have read this Agreement and agreed to all the terms and conditions. You understand that ArchangelsBooks.com may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement, and ArchangelsBooks.com and its affiliates and subsidiaries may operate web sites that compete with your Website.
12. Other Definitions.
"ArchangelsBooks.com Client" means any user of ArchangelsBooks.com that is placing an order with ArchangelsBooks.com (an "ArchangelsBooks.com Order").
"ArchangelsBooks.com" means the ArchangelsBooks.com Products, Services and any other product or service owned, operated, distributed or authorized to be distributed by or through ArchangelsBooks.com or its affiliates or subsidiaries worldwide (including, without limitation, the e-mail contained therein).
"ArchangelsBooks.com Products and Service" means any product that exists in the ArchangelsBooks.com website and is directly sold by ArchangelsBooks.com.
"ArchangelsBooks.com Software" means the proprietary software used for the ArchangelsBooks.com website.
You must not apply for an affiliate account if do not understand or disagree with any part or statement contained in this Agreement.