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IMPORTANT: PLEASE READ THE FOLLOWING CAREFULLY BEFORE AGREEING TO
PARTICIPATE IN THE SZUL AFFILIATE PROGRAM (THE "AFFILIATE PROGRAM").
YOUR PARTICIPATION IN THE SZUL AFFILIATE PROGRAM IS CONDITIONED
UPON YOUR ACCEPTANCE OF ALL THE TERMS AND CONDITIONS CONTAINED IN
THIS AGREEMENT. BY SELECTING THE "I AGREE TO TERMS: SIGN ME UP"
BUTTON AT THE BOTTOM OF THE ONLINE APPLICATION, YOU ARE ENTERING
INTO A LEGAL AGREEMENT WITH SZUL, INC., FORMALLY INDICATING YOUR
ACCEPTANCE OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT
AND THAT YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS
AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, DO
NOT SELECT THE "I AGREE TO TERMS: SIGN ME UP" BUTTON AT THE BOTTOM
OF THE ONLINE APPLICATION.
Introduction
The Szul Affiliate Program Agreement contains the terms and
conditions of the Szul Affiliate Program. Defined terms in this
Agreement include the following:(a) "you" or "your" means you, the
applicant applying to participate in the Affiliate Program, and
upon our acceptance of your application, the Affiliate, (b) "we"
or "us" or "our" means Szul, Inc., (c) "our website" means the Szul
website currently located at http://www.szul.com, (d) "your website"
means the World Wide Website from which you will link to our website,
(e) "Affiliate" means a party accepted as a member of the Affiliate
Program, (f) "User" means a customer who links from your website
to our website, (g) "Products" means any merchandise offered for
sale by us on our website and does not include items offered for
sale by third parties on our website, (h) "Affiliate Site" means
an Affiliate website that has been accepted as an Affiliate of Szul
and (i) "Link" or "Links" means banner advertisements, buttons,
links or text links that link to the Szul home page or other specific
pages of the Szul website, containing the Szul logo.
Program Enrollment
To begin the enrollment process in the Szul Affiliate Program,
you must complete the Szul Online Application and accept the terms
and conditions of this Agreement. Once you have accepted this Agreement
by clicking the "I Agree To Terms: Sign Me Up" button at the bottom
of the Online Application, we will review your completed Online
Application in good faith and inform you within 5 business days
whether or not you have been accepted as an Affiliate. We reserve
the right to accept or reject Affiliates at our sole discretion.
We may reject your application if we determine, at our sole discretion,
that your website is inappropriate or objectionable. Web sites that
are objectionable or inappropriate include sites that:
1. Promote violence, are libelous, disparaging, or
defamatory
2. Promote illegal activities
3. Promote discrimination based on age, disability,
nationality, race, religion, sex or - sexual orientation
4. Contain little or no original content
5. Contain images that are sexually explicit, obscene,
harmful, or harassing
6. Contain otherwise objectionable material Incorporate
materials that infringe upon copyright, trademark or other intellectual
property rights
If we reject your application, you may not participate
in the Affiliate Program, but you may reapply to be an Affiliate
at any time. If your website is accepted, you will be eligible to
link Szul Graphics to your Web site. We reserve the right at our
sole discretion to reject an Affiliate application even after we
have communicated acceptance to you, or we may remove an Affiliate
from the Affiliate Program at any time for any reason.
Linking Requirements
When your stie becomes an Affiliate Site in our Affiliate Program,
we will provide you with Links that will allow Users of your website
to be transported directly when they click on the Link to Products
on our website. As an Affiliate, you may display these Links on
your website subject to the terms and conditions contained herein.
All Links are subject to our approval and we will provide you with
the information that you need to enable you to make appropriate
Links to our website from your website. By accepting the terms of
this Agreement, you agree that you will cooperate fully with Szul
to maintain such Link or Links. You further agree that (a) such
Link or Links will be displayed prominently throughout your website
as you see fit and with our consent, (b) no Link or Links will be
modified, expanded or reduced in any way without our consent and
(c) no Link or Links on your website will in any way modify the
look, feel and/or functionality of our website. We reserve the right
to monitor your website at any and at all times to make certain
that you are in compliance with the terms and conditions of this
Agreement. You will be held fully responsible for all content, links
and activities conducted on your website. We disclaim all liabilities
related to such matters. You agree to indemnify Szul and hold us
harmless (as well as our employees, officers, agents, directors
and affiliated entities) from all liability claims, damages and
expenses (including, and without limitation, attorneys' fees) relating
to the development, operation, maintenance, activities, contents
and links of your website.
Order Processing
All orders, customer service and fulfillment of such orders
will be handled by and through Szul. You may not take orders, perform
customer service or deliver Products on our behalf. We will process
orders from any Users directed by you through your website, but
we reserve the right to reject any orders that do not comply with
any requirements that we may periodically impose. We will be solely
responsible for all aspects of Product order processing and fulfillment,
including order entry, payment processing, shipping, cancellations,
returns and related customer service. Szul will be responsible for
tracking the number of Products sold to Users who are directed from
your website to our website and will make available to you unaudited
reports, summarizing your sales activity through Szul. The form,
content and frequency of the reports may vary from time to time
in our sole discretion. We are not responsible for ensuring that
your website contains proper Links and/or linking to the Szul website
to ensure that accurate tracking, reporting and sales accrual can
occur. You are responsible for making certain that the Links between
your website and our website are formatted properly. We reserve
the right to change the prices of any or all of our Products at
any time at our sole discretion without notice. We cannot ensure
that if an order is placed that any Product will be available to
the User or that a stated price for a Product will be accurate.
We do not honor misquoted prices. All personal information regarding
the User is the sole and exclusive property of Szul and shall not
be provided to you as is required pursuant to Szul's privacy policy.
Commissions
We will pay you a commission that will be equal to a percentage
of the Net Sales of Products purchased by a User utilizing the links
between your website and our website (the "Commission"). "Net Sales"
shall mean the gross sale price of a Product, excluding amounts
collected by us for sales taxes, duties, shipping, handling, gift
wrapping, fraud, charge-backs, exchanges, credit card processing
fees, taxes and similar charges. The current Commission fee schedule
is as follows: 8%-15% on all jewelry). The Commission rates are
subject to change at any time in our sole discretion without notice.
In order for you to generate a Commission, the User must follow
a link from your website to our site, purchase the product using
either our automated ordering system or by contacting one of our
customer service associates, accept the delivery of the Product
at the shipping destination, remit full payment to us and not cancel
the order or return the Product to us within our 30 day return period.
We reserve the right to change or modify our return policies at
any time without notice in our sole discretion.
You will not be eligible for a Commission under the
following circumstances:
1. A party comes to Szul through you and does not purchase anything
and then returns to Szul via another Affiliate or partner at a later
date and then makes a purchase, the second Affiliate or partner
will receive the credit for the ultimate purchase.
2. A party comes to Szul through your website and
returns more than 30 days later by entering our url directly, then
you will not receive credit for that later purchase.
3. The User has prevented cookies from being saved
on his, her or its' hard drive.
4. If a User to our website cannot be tracked by
our online ordering system for any reason.
Commission Payments
We will pay your Commission payments on a calendar year quarterly
basis for merchandise purchased by a User directed from your website
and in which the 30 day return period has expired. Payments will
be made approximately 30 days after the end of each quarter. We
will send you a check for the Referral Fees and Commissions earned
for Products that we shipped during the applicable period and for
which the 30 day return period has elapsed, less any taxes on such
Commissions that we are required by law to withhold, provided you
have (a) met the Payment Minimum (defined below), (b) not breached
any terms or conditions of this Agreement, (c) met the conditions
set forth in this statement and (d) you have previously provided
to us a valid mailing address to which the payment may be mailed.
If your Commission Payments are below $100 in any particular quarter
(the "Payment Minimum"), we shall withhold such payment until the
next payment period until the Payment Minimum is met or until this
Agreement is terminated, whichever occurs earlier. The Payment Minimum
is subject to change at any time without notice in our sole discretion.
Policies and Pricing
Users who purchase Products through the Affiliate Program will
be deemed to be customers of Szul. Accordingly, all of our rules,
policies, and operating procedures concerning customer orders, customer
service and sales will apply to those Users. We may change our policies
and operating procedures at any time in our sole discretion without
notice. Products, availability of our Products and our pricing of
such Products may vary from time to time. We will use commercially
reasonable efforts to present accurate information, but we cannot
guarantee the availability or the price of any particular Product.
Licenses
Non-Exclusive, Limited License to Szul Logo and Trademarks.
You agree to display the Szul logo (the "Logo") on your homepage
or other promotional location of your website. We hereby grant to
you a non-exclusive, non-transferable, revocable, limited license
to use our Logo, name, url and trademarks in such a manner and to
otherwise display our Logo, name, url and trademarks (collectively,
the "Licensed Trademarks") on your website. You acknowledge and
agree that such license is limited and that all right, title, ownership
and interest in the Licensed Trademarks shall remain with us at
all times. You shall use the Licensed Trademarks in exactly the
form provided to you for your use. Your use of such Licensed Trademarks
shall comply with any trademark usage policies that we may adopt
from time to time. You shall not take any action inconsistent with
our ownership of or goodwill associated with the Licensed Trademarks,
including, without limitation, applying for registration of any
of our trademarks (or any mark similar thereto) anywhere in the
world. You agree that any benefits and goodwill arising from your
use of the Licensed Trademarks shall inure solely to our benefit.
You agree that you shall 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 Szul. You also agree that
you shall not use the Licensed Trademarks in any manner that is
disparaging or that otherwise portrays us in a negative light. We
reserve all of our rights in the Licensed Trademarks and all other
intellectual property rights. You shall obtain no rights in or to
the Licensed Trademarks in the event of the termination of this
Agreement. You shall not create, publish, distribute or permit any
written materials that make reference to us, without first submitting
such material to us and receiving our written consent. We may revoke
your license at any time. You shall obtain no rights in and to the
Licensed Trademarks in the event of the termination or expiration
of this Agreement. This license shall terminate upon the effective
date of the expiration or termination of this Agreement.
Non-Exclusive Limited License and Use of Affiliate
Logos and Trademarks
You grant us a non-exclusive license to utilize your names,
titles, logos, trademarks and urls (collectively, the "Affiliate
Trademarks") to advertise, market, promote and publicize in any
manner our rights hereunder; provided, however, we shall not be
required to advertise, market, promote or publicize your website.
You hereby represent and warrant that you are the sole and exclusive
owner of the Affiliate Trademarks and have the right and power to
grant us the license to use the same contemplated in this Agreement
and that such grant does not and will not (a) breach, conflict with
or constitute a default under any agreement or other instrument
applicable to you or binding upon you or (b) infringe upon any trademark,
trade name, service mark, copyright or other proprietary right of
any other person or entity. This license shall terminate upon the
effective date of the expiration or termination of this Agreement.
Ownership
The Links and all User data collected pursuant to this Agreement
are, as between us and you, our property and we own all right, title
and interest in the Licensed Trademarks and User data. Affiliate
Partner Responsibilities. You will be solely responsible for the
development, technical operation and maintenance of your website
and for all materials that appear on your website. You shall be
solely responsible for ensuring that materials posted on your website
do not violate or infringe upon the rights of any third party, including
copyright, trademark, privacy or other personal or proprietary rights,
and ensuring that materials posted on your website are not libelous
or otherwise illegal. You must have express written consent to use
another party's copyrighted or proprietary material. We disclaim
all responsibility if you use another party's copyrighted or other
proprietary material in violation of the law. Further, you will
indemnify us and hold us harmless from all liability, claims, damages
and expenses (including, without limitation, attorneys' fees) relating
to the development, operations, maintenance and contents of your
website.
Affiliate Representations and Warranties
You hereby represent and warrant to us that this Agreement has
been duly executed and validly approved by your authorized agent
and that such Agreement has been validly executed and delivered
by you and constitutes your legal, valid and binding obligation,
enforceable against you in accordance with its terms and that the
execution, delivery and performance of this Agreement are within
your legal capacity and power, have been duly authorized by all
requisite action on your part, require the approval or consent of
no other persons and neither violate nor constitute a default under
the provision of any law, rule, regulation, order, judgment or decree
to which you are subject or which is binding upon you, or the terms
of any other agreement, document or instrument applicable to you
or binding upon you.
Agreement Term
The term of this Agreement shall begin upon our acceptance of
your Online 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.
Notice by e-mail to your address on our records is considered sufficient
notice for termination of this Agreement. If this Agreement is terminated
because (a) you violated the terms of this Agreement or (b) because
your website is deemed by us to be objectionable, you are not eligible
to receive any Commission payments, even for Commissions that you
earned prior to the date of your termination. If this Agreement
is terminated for any other reason, then you shall be eligible to
receive only those Commissions generated prior to the termination
of this Agreement. Commissions earned through the termination of
the Agreement shall remain payable only if the related Product orders
are not canceled or returned. We reserve the right to withhold your
final payment for a reasonable period of time to ensure that the
correct amount is paid to you.
Agreement 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 new agreement on our site. Notice of any change
to this Agreement delivered by e-mail, to your address on our records,
or the posting of a new agreement on our website is considered sufficient
notice for notifying you of a modification to the terms and conditions
of this Agreement. Modifications may include, but are not limited
to, changes in the scope of available the Commission schedule, payment
procedures and Affiliate Program rules. All such modifications shall
take effect 48 hours after we serve notice as provided above, unless
we indicate otherwise. If a modification is unacceptable to you,
your sole recourse is to terminate this Agreement. Your continued
participation in the Affiliate Program following our posting of
a change will constitute binding acceptance by you of such change.
Relationship of the Parties to this Agreement
Each party shall act as an independent contractor and nothing
set forth 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 as stated in this section.
Limitations on Liability
We will have no liability of any sort arising from any interruptions
or errors in our website. WE WILL HAVE NO LIABILITY FOR ANY INDIRECT,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY LOST REVENUES,
DATA OR PROFITS ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT
OR THE AFFILIATE PROGRAM, EVEN IF WE WERE ADVISED OR SHOULD HAVE
KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE
FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. Further, our aggregate
liability arising under or with respect to this Agreement or the
Affiliate Program shall in no event exceed the total amount of Referral
Fees and Commissions paid or payable by us to you under this Agreement.
Warranty Disclaimers
WE HEREBY DISCLAIM, AND YOU HEREBY RELEASE US, FROM ANY AND
ALL LIABILITY FOR DOWNTIME OR OTHER INTERRUPTIONS IN SERVICE REGARDING
THE LINKS AND/OR OUR WEBSITE WITHOUT LIMITING THE FOREGOING, THE
LINKS, THE LICENSED TRADEMARKS ARE PROVIDED TO YOU "AS IS" WITHOUT
ANY WARRANTY OR ANY KIND. WE MAKE NO WARRANTIES OR REPRESENTATIONS
OF ANY KIND WITH REGARD TO THE AFFILIATE PROGRAM OR ANY PRODUCTS,
EXPRESS OR IMPLIED, STAUTORY, ARISING BY LAW OR OTHERWISE, INCLUDING,
WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING OUT
OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. WE
DO NOT WARRANT THAT OUR WEBSITE OR PRODUCTS WILL BE ERROR FREE,
FUNCTION WITHOUT INTERRUPTION OR THAT ANY ERRORS WILL BE CORRECTED.
IF AS A MATTER OF LAW WE MAY NOT DISCLAIM ANY WARRANTY, THE SCOPE
AND DURATION OF SUCH WARRANTY SHALL BE THE MINIMUM PERMISSIBLE UNDER
APPLICABLE LAW.
Indemnification
You hereby agree to indemnify, defend and hold harmless us and
our stockholders, officers, directors, employees, agents, affiliates,
successors and assigns, from and against any and all claims, losses,
liabilities, damages or expenses (including attorneys' fees) of
any nature whatsoever incurred or suffered by us (the "Damages")
insofar as such Damages (or actions in respect thereof) arise out
of or are based upon (a) any claim or threatened claim that our
use of the Affiliate Trademarks infringes on the rights of any third
party, (b) the breach of any representation or warranty or covenant
made by you in this Agreement or (c) or any claim related to your
website.
Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE
TO ALL OF ITS TERMS AND CONDITIONS. YOU UNDERSTSAND 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 WEBSITES THAT ARE SIMILAR TO OR COMPETITIVE 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.
Miscellaneous
This Agreement shall be governed by the laws of the United States
and of the State of New York, as applied to agreements made, entered
into and performed entirely within the State of New York, notwithstanding
your actual state of residence or principal business location. Any
action relating to this Agreement must be brought in federal or
state courts located in New York, New York and you irrevocably consent
to the jurisdiction of such courts. You may not assign this agreement,
by operation or law or otherwise, without our prior written consent,
any such purported assignment shall be null and void. Subject to
such restriction, this Agreement will be binding upon, inure to
the benefit of and be enforceable against the parties and their
respective successors and assigns. If any provision herein is held
to be invalid or unenforceable for any reason, the remaining provisions
will continue in full force without being impaired or invalidated
in any way. 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. This Agreement constitutes the entire agreement
between the parties regarding its subject matter, supersedes any
other agreements or understandings between them, and may only be
amended by a writing signed by us.
I
AGREE TO TERMS: SIGN ME UP
I DONOT
AGREE TO TERMS
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