AffiliateAgreement加盟协议.doc

Affiliate Agreement

This agreement contains the complete terms and conditions that apply to all OOO.com affiliates. As used in this agreement, "we " means OOO.com, Inc., and "you" means the applicant. "Site" means a World Wide Web site and depending on the context, refers to either http://www.OOO.com or to the site identified in your Affiliate Registration form
Enrollment

You are automatically enrolled into our program when you submit a completed Affiliate Registration Form and can begin selling immediately. We will contact you a few days after you register to ensure all is in place.

Linking to OOO.com

You can link your Web site and/or e-mail correspondence to any location on our site, you are not required to link to a specific title. However, if you wish, you can create a OOO' product description and link it to the appropriate page on our site. Refer to our Linking Methods page for complete linking instructions. Web sites and e-mail that promote hatred, racism or pornography will be in violation of this agreement.

If you have a Web site linking to ours, you are solely responsible for ensuring:

the development, operation, maintenance and technical operation of your site
the display of accurate and appropriate material on your site
that material on your site does not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)
that content is not libelous or otherwise illegal on your site
We grant you a nonexclusive revocable right to use OOO' graphic images and text for the sole purpose of identifying yourself as a program participant and to assist you in generating sales. We reserve all rights to OOO' graphic images, text, trade names and trademarks. You may not modify any of our images.

We disclaim all liability from 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.

Refferal ID and Tracking

Your assigned Referral ID number (RID) is used to provide accurate tracking of sales, reporting and referral commission accrual. Your RID must be added to the end of each of your links before proper credit will be applied to your account. If you change your RID without notifying us, you will not be paid commissions for sales referred with the new RID. We will not be liable if you fail to link properly to our site. Refer to our Linking Methods page for complete linking instructions.

Changing Your RID

If you haven't made any sales:

Request an RID change by e-mailing [e-mail]. Please provide your old RID and the RID you wish to switch to. Do not change the RID on your links until you have received notice from us that the update is complete.

If you have made sales:
You must reregister with your new RID.

Order Processing

We will process the orders of those customers that have followed your links to our Web site. We will attend to their Customer Service needs, Order forms, Payments, Cancellations, and Returns. We will track all sales made by those customers, and provide you with a summarized report. A secured Affiliate Activity Center will permit you to view activity generated to us through your links.

Commission Payment Options

OOO.com offers the following Commission Payment Options for you to select when you register as an affiliate:

Option Cash % Purchase
Credit % Description
1.
2.
3. 13%
5%
0% 0%
10%
20%
Cash only
Cash and Purchase credit
Purchase credit only

Once you select your combination, you will always receive the same referral commission percentage. To earn commission through a product sale, the customer must have followed one of your links to our site, selected and purchased the product using our automated ordering system, accepted delivery of the product, and remitted full payment to us. Referral commissions are based on revenues derived by us through sale of product. We exclude costs for shipping, handling, taxes and returned product.

Affiliate Payment Structure

Sales Period Report Date
January 1 - March 31 April 30
April 1 - June 30 July 31
July 1 - September 30 October 31
October 1 - December 31 January 31

Our affiliate payment structure is organized into calendar quarters. Our sale periods are 3 months in duration. A sales report for a particular period will be finalized at the end of the month that follows that period.

Approximately 30 days following the end of each quarter, if your accumulated revenue is $25.00 or more (up to and including sales for the end of the quarter), we will mail you a check to the address listed in your affiliate information. If the referral commissions payable to you is less than $25.00, we will withhold payment until the next calendar quarter when the total amount due is at least $25.00, or until this agreement is terminated. If a product that generated a referral commission is returned by the customer, we will deduct the corresponding referral commission from your next quarterly payment. If there is no subsequent payment within 2 months of the payment, we will send you a bill for the referral commission. You can view your commission payments to determine what is owing and what has been paid to you in our Affiliate Activity Center.

Sales reports are updated in real time. As soon as a sale is made, our database recognizes it, and the appropriate sales report is updated.

Applying Commission Payments

Credit commission payments can be used at any time toward any product purchased at OOO.com. Purchase credit is redeemable against all merchandise at OOO.com. Credit can be applied against the product portion of your purchase but not toward shipping, handling and tax.

In order to apply your credit, you must first create a coupon. By turning your credit into coupons, it can be shared with anyone you choose. The user must have the number and password for the coupon.
In case a product is returned, purchase credit can only be redeemed after 30 days of a customer purchase date.

Terms of this Agreement

The terms of this agreement will begin upon our acceptance of your program application. Either you or we may terminate your membership, at any time, with or without cause, through written notice. At that time you will immediately remove from your site, all links to our site, along with any OOO.com trademarks, trade dress and logos, and any other materials provided by us to you pursuant hereto or in connection with our program. You are only eligible to earn referral fees on product sales occurring while you are an affiliate member. Referral fees earned on the date of termination will remain payable only if the related orders are not cancelled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

Product Purchases

You may not purchase products from OOO.com through the links on your own site, for resale, or commercial use. This includes orders on behalf of customers or orders to be used by you, friends, or family. Such purchases may result in the withholding of referral fees and/or the termination of this agreement.

Modification

We may modify terms and conditions contained in this agreement, at any time and at our sole discretion. Any changes will be posted on our site. Modifications may include for example, changes in referral fees, referral fee schedules, payment procedures, and program rules. If any modification is unacceptable to you, your only recourse is to terminate your membership. Your continued participation in the program following us posting a change in our program, will constitute binding acceptance of the change.

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 two parties. You will have no authority to make or accept offers or representations on our behalf.

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 our affiliate program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to our program will not exceed the total referral fees paid or payable to you under this agreement.

Disclaimers

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, noninfringement, 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, in such an event, we will not be liable for the consequences.

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.
Miscellaneous

This agreement will be governed by the laws of the province of Ontario, Canada, without reference to rules governing choice of laws. Any action relating to this agreement must be brought in the federal or provincial courts located in Ontario, Canada, 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.