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 (5%) 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
(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.
2.2. 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
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.
3.1. 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
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
4. Ownership and Licenses.
4.1. DIY Blinds 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 DIY Blinds 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
DIY Blinds trademarks or those of competitors to DIY Blinds. The term "DIY Blinds" MUST not 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.com) 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.
5.1. 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 days 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.
6.1. 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.
7.1. 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
8. Tapfiliate Provisions.
8.1. Merchant and Partner agree that Tapfiliate is an intended third party
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 Florida. Any action to
enforce this Agreement shall be brought in the federal or state courts located
in Florida. If you need to send official correspondence, send it via
registered mail to Merchant's headquarters to the attention of Merchant's legal
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.