By submitting this Partner Agreement (this "Agreement"), you agree to the following terms and conditions.
1. Application Procedure
You will not become a ItalianHeels.com affiliate until ItalianHeels.com has reviewed and approved your Partner Application. ItalianHeels.com reserves the right in its sole discretion to accept or reject any Partner Application for any reason or no reason.
2. Commission Schedule and Payment
- You will be paid by check within approximately 30 days of the commencement of each calendar quarter for sales generated through your website during the previous calendar quarter.
At the beginning of each calendar quarter ItalianHeels.com will calculate the amount of sales generated through your website. The sale price for each item will be the price a customer pays for such item minus exchanges, returns, fraud or charge backs.
ItalianHeels.com will apply a 10% commission.
If your aggregate commissions do not exceed 50 EUR in any calendar quarter or series of calendar quarters, ItalianHeels.com reserves the right to withhold payment until such time as your aggregate commissions exceed 50 EUR.
If an item is returned by a customer at any time after your commission for that item has been paid, ItalianHeels.com will subtract the commission for that item from the first commission payment you receive following such return. If you earn no subsequent commission payments during the two calendar quarters following such return, ItalianHeels.com will send you a bill for the amount of the commission for the returned item, which shall be immediately payable upon receipt.
3. Identifying Yourself as a Partner
- In the event that your Affiliate Application is approved, you will have access to ItalianHeels.com button(s) (the "Buttons"), which contain ItalianHeels.com logos, trademarks and service marks (the "Marks"). You agree to display one or more of the Buttons on your website.
- The Buttons may be used only as depicted below. You will not modify or alter the Buttons in any way. ItalianHeels.com may make changes to the Buttons at any time. In the event of such a change, you shall implement the changed Button promptly after receiving notice of such change from ItalianHeels.com.
- You will only use and display the Buttons in HTML pages accessible through the World Wide Web to link your website to the ItalianHeels.com website. You will neither frame the ItalianHeels.com website, nor will you modify or alter ItalianHeels.com's content or display. You will configure the Buttons as a link to the ItalianHeels.com Web page specified for each Button. You will not use any of the ItalianHeels.com Buttons as a static image.
- You will not use the Buttons on any website that ItalianHeels.com determines in its sole discretion diminishes the value of the Marks, including without limitation any website that disparages ItalianHeels.com or its services, infringes ItalianHeels.com's intellectual property rights or violates any local, state, federal or international law.
- You agree that ItalianHeels.com has no liability for your use of the Buttons, and you will reimburse ItalianHeels.com for any damages, costs or expenses ItalianHeels.com may incur related to your use of the Buttons or for any breach of this Agreement.
4. Limited License
- ItalianHeels.com grants you a nonexclusive, nontransferable, nonsublicensable, revocable right to use the Marks solely in connection with your display of the Buttons on your website pursuant to Section 3 of this Agreement.
- You acknowledge and agree that the Marks are solely the property of ItalianHeels.com. You will not do anything inconsistent with ItalianHeels.com's ownership of the Marks. You will not use the Marks in any manner other than as expressly authorized in this Agreement, including without limitation in any manner likely to diminish the commercial value of the Marks or imply endorsement by ItalianHeels.com. All goodwill associated with your use of the Marks shall inure to ItalianHeels.com. You will not use any logo, mark, name or image likely to cause confusion with the Marks or permit any third party to use the Marks.
- ItalianHeels.com has the right to terminate this Agreement and revoke the limited license granted hereby at any time, in its sole discretion, without liability or obligation to you of any kind. ItalianHeels.com has the right to inspect your website from time to time for compliance with this Agreement. If ItalianHeels.com notifies you that this Agreement is terminated and the license granted hereby is revoked, you will promptly remove the Buttons from your website.
- You acknowledge and agree that you have no rights in the Marks other than as described herein and that any other use will be considered an infringement of ItalianHeels.com's trademark rights.
5. No Join Venture
You acknowledge and agree that no joint venture, partnership, employment or agency relationship exists between you and ItalianHeels.com. You will not make any representation or warranty regarding, or on behalf of, ItalianHeels.com.
6. Term of the Agreement
The term of this Agreement begins upon ItalianHeels.com's acceptance of your Affiliate Application. Either party may terminate this Agreement at any time by providing written notice to the other party hereto.
7. Modifications
ItalianHeels.com may modify the terms of this Agreement at any time by providing written notice to you on the ItalianHeels.com website. Modifications may include without limitation changes in the commission schedule, payment procedures and program rules. IF YOU DO NOT AGREE WITH ANY OF THE CHANGES TO THIS AGREEMENT, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE ITALIANHEELS.COM AFFILIATE PROGRAM FOLLOWING THE POSTING OF A CHANGE, NOTICE OR A NEW AGREEMENT ON THE ITALIANHEELS.COM WEBSITE WILL CONSTITUTE BINDING
ACCEPTANCE OF THE CHANGE.
8. Limitations of Liabilities
ItalianHeels.com's aggregate liability arising with respect to this Agreement will not exceed the total commissions payable to you under this Agreement.
9. Independent Investigation
YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THE TERMS OF THIS AGREEMENT AND AGREE TO ALL THE TERMS AND CONDITIONS SET FORTH HEREIN. YOU UNDERSTAND THAT AT ANY TIME WE MAY (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT DIFFER FROM THOSE CONTAINED HEREIN OR OPERATE WEBSITES WHICH MAY BE SIMILAR TO OR COMPETE WITH YOUR WEBSITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE PROGRAM DESCRIBED IN THIS AGREEMENT AND ARE NOT RELYING ON ANY STATEMENT, REPRESENTATION, OR GUARANTEE OTHER THAN AS SET FORTH IN THIS AGREEMENT.
10. Warranty Disclaimers
ITALIANHEELS.COM HEREBY DISCLAIMS ALL WARRANTIES WITH REGARD TO THE ITALIANHEELS.COM MARKS, AND THE CONTENT ON THE ITALIANHEELS.COM WEBSITE, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. IN NO EVENT SHALL ITALIANHEELS.COM BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ITALIANHEELS.COM HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
11. Miscellaneous
This Agreement constitutes the entire agreement between you and ItalianHeels.com with respect to the subject matter herein. It shall be governed by the laws of the Italian State. Any action of any nature relating to your relationship with us must be brought in the federal courts located in Genova, Italy. Both parties irrevocably consent to the jurisdiction of such courts. You may not assign or transfer your rights contained herein without our prior written consent and any attempt to do so will be void and without effect. If any of the provisions or terms contained herein is deemed invalid or unenforceable, this shall not affect the validity or enforceability of the remainder of the terms or provisions.
I ACCEPT | I DO NOT ACCEPT
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