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TERMS AND CONDITIONS

 

In consideration of the promises set forth below, we agree as follows:

 

1. Offers and Engagements.

 

1.1. From time to time, from Tapfilliate the merchant offers to

pay to other participants a specified commission (10%) in return for certain

advertising services leading to a Qualifying Link (defined below).   If such

offers receive an identification number from tapfilliate they

shall be deemed to be an "Offer" for purposes of this Agreement.  The term

"Offer" shall also include any counter-offers resulting from an Offer.

 

1.2. If an Offer made by one party is accepted by the other party in accordance

with the Offer's terms via tapfilliate, an "Engagement" will have

been formed.  Each Engagement shall have the same identification number as the

original Offer that lead to the Engagement and shall be governed by the terms

and conditions of this Agreement.  However, in the event of any inconsistency

between the terms of the specific Engagement and the terms of this Agreement,

the terms of the Engagement shall govern.

 

1.3. At any time prior to Partner providing a Qualifying Link, Merchant may with

or without notice (a) change, suspend or discontinue any aspect of an Offer or

an Engagement or (b) remove, alter, or modify any graphic or banner ad submitted

by Merchant for an Offer or an Engagement.  Partner agrees to promptly implement

any request from Merchant to remove, alter or modify any graphic or banner ad

submitted by Merchant that is being used by Partner as part of an Engagement.

 

 

2. Partner's Responsibilities.

 

2.1. Partner will link its site to areas within Merchant's site using special

URLs specified in the Engagement (the "Required URLs").  Partner may post as many

links to the Required URLs and the rest of Merchant's site as it likes on

Partner's site.  The position, prominence and nature of links on the Partner's

site shall comply with any requirements specified in the Engagement, but

otherwise will be in the discretion of Partner.

 

2.1. Partner will link its site to areas within Merchant's site using special

URLs specified in the Engagement (the "Required URLs").  Partner may post as many

links to the Required URLs and the rest of Merchant's site as it likes on

Partner's site.  The position, prominence and nature of links on the Partner's

site shall comply with any requirements specified in the Engagement, but

otherwise will be in the discretion of Partner.

 

2.2. Partner agrees not to make any representations, warranties or other

statements concerning Merchant, Merchant's site, any of Merchant's products or

services, or Merchant's site policies, except as expressly authorized by the

Engagement.

 

2.3. Partner is responsible for notifying Merchant and Tapfiliate

of any malfunctioning of the Required URLs or other problems with Partner's

participation in the Engagement.  Merchant will respond promptly to all concerns upon notification by Partner.

 

3. Commissions.

 3.1. Merchant agrees to pay Partner the commission specified in the Engagement if

Merchant sells to a visitor to Merchant's site (a "Customer") a product or

service that is the subject of the Engagement and if that Customer has accessed

Merchant's site and purchased the product or service via a Qualifying Link.

 

3.2. A "Qualifying Link" is a link from Partner's site to Merchant's using one

of the Required URLs or any other URL provided by Merchant for use in The

Tapfiliate if it is the last link to the Merchant's site that the

Customer uses during a Session where a sale of a product or a service to

Customer occurs.  A "Session" is the period of time beginning from a Customer's

initial contact with Merchant's site via a link from the Partner's site and

terminating when the Customer either returns to the Merchant's site via a link

from a site other than Partner's site or the Engagement expires or is

terminated.

 

3.3. Merchant shall have the sole right and responsibility for processing all

orders made by Customers. Partner acknowledges that all agreements relating to

sales to Customers shall be between Merchant and the Customer.

 

3.4. All determinations of Qualifying Links and whether a commission is payable

will be made by Tapfiliate and will be final and binding on both

Merchant and Partner.  Prices for the products will be set solely by Merchant in

its discretion.

 

 

4. Ownership and Licenses.

 

4.1. Each party owns and shall retain all right, title and interest in its

names, logos, trademarks, service marks, trade dress, copyrights and proprietary

technology, including, without limitation, those names, logos, trademarks,

service marks, trade dress, copyrights and proprietary technology currently used

or which may be developed and/or used by it in the future.

 

4.2. Merchant grants Partner a revocable, non-exclusive, worldwide license to

use, reproduce and transmit the name, logos, trademarks, service marks, trade

dress and proprietary technology, as designated in the Engagement or during the

registration process in Tapfiliate, on Partner's site solely for

the purpose of creating links from Partner's site to Merchant's site during

Engagements. Except as expressly set forth in this Agreement or permitted by

applicable law, Partner may not copy, distribute, modify, reverse engineer, or

create derivative works from the same.  Partner may not sublicense, assign or

transfer any such licenses for the use of the same, and any attempt at such

sublicense, assignment or transfer is void.

 

4.3. Partner grants Merchant a non-exclusive, worldwide, royalty-free license to

use, reproduce and transmit any graphic or banner ad submitted by Partner solely

for co-branding purposes or as a return link from Merchant's site to Partner's

site. Merchant will remove such graphic or banner ad upon Partner's request.

 

4.4. Partner agrees not to register or use any URLs and/or domain names

which are considered by Merchant to be infringing the Merchant's name

or trademarks, including but not limited to the DIYEASYBLINDS trademark

Partner agrees not to use, purchase or otherwise

contract with a third party to exploit any of the Merchants marks or

registered domain names, or any marks or domain names which may, in

Merchants reasonable discretion, be confused with Merchants marks or

registered domain names, including but not limited to misspellings and unique / missing punctuation of

Merchants marks or registered domain names, whether in metatags or

otherwise. Partner may bid on general industry terms and phrases

as relates to paid search, but MUST NOT OUTBID Merchant and must identify

 their links clearly as affiliate. Partner may NOT bid on terms that include

 DIYEASYBLINDS trademarks or those of competitors to DIYEASYBLINDS. The term "DIYEASYBLINDS" MUST be used as a NEGATIVE keyword in all paid search campaigns.  Partner may NOT bid on keyword string / Trademark plus terms. Affiliate is restricted from using merchant URL

(www.DIYEASYBLINDS) or any page in the merchant's site as a landing

page for paid search. Breach of this Section 4.4 may lead to immediate

termination of Partner as an affiliate under this Agreement and will

terminate any Engagements between Merchant and Partner immediately.

Any redirection of the Customer by Partner for the purpose of

generating commissions that the Partner might otherwise not be entitled

to will lead to immediate termination of this Agreement.

 

 

5. Termination.

5.1. Either party may terminate any Engagement at any time by deleting their

acceptance of the Engagement through Tapfiliate. Termination of

an Engagement shall not terminate this Agreement or any other Engagement.

 

5.2. Either party may terminate this Agreement at any time, for any reason,

provided that they provide at least five day's prior written notice of such

termination to the other party and Tapfiliate. Termination of

this Agreement shall also terminate any outstanding Engagements.  However, all

rights to payment, causes of action and any provisions which by their terms are

intended to survive termination, shall survive termination of this Agreement.

 

 

6. Representations.

 

6.1. Each party represents to the other that (a) it has the authority to enter

into this Agreement and sufficient rights to grant any licenses granted hereby,

and (b) any material which is provided to the other party and displayed on the

other party's site will not (i) infringe on any third party's copyright, patent,

trademark, trade secret or other proprietary rights or right of publicity or

privacy; (ii) violate any applicable law, statute, ordinance or regulation;

(iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene; (v)

violate any laws regarding unfair competition, anti-discrimination or false

advertising; (vi) promote violence or contain hate speech; or (vii) contain

viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful

or deleterious programming routines.

 

 

6.2. EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES ANY

REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO,

ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

 

 

7. Cross-Indemnification.

 

7.1. Each party hereby agrees to indemnify, defend and hold harmless the other

party and its affiliates, directors, officers, employees and agents, from and

against any and all liability, claims, losses, damages, injuries or expenses

(including reasonable attorneys' fees) brought by a third party, arising out of

a breach, or alleged breach, of any of its representations or obligations

 

herein.

 

8. Tapfiliate Provisions.

 

8.1. Merchant and Partner agree that Tapfiliate is an intended third party

 

beneficiary.

 

9. General.

 

9.1. Each party shall act as an independent contractor and shall have no

authority to obligate or bind the other in any respect.

 

9.2. The parties agree that The Tapfiliate is an intended third party beneficiaries under this Agreement.

 

9.3. This Agreement has been made in and shall be construed and enforced in

accordance with the laws of the state of Merchant's headquarters.  Any action to

enforce this Agreement shall be brought in the federal or state courts located

in that state.  If you need to send official correspondence, send it via

registered mail to Merchant's headquarters to the attention of Merchant's legal

department.

 

9.4. This Agreement may be agreed to in more than one counterpart, each of

which together shall form one and the same instrument.  The parties agree that

execution may be achieved in any format convenient to the parties.

 

9.5. The provisions of this Agreement are independent of and separable from

each other, and no provision shall be affected or rendered invalid or

unenforceable by virtue of the fact that for any reason any other or others of

 

them may be invalid or unenforceable in whole or in part.