Please read this Partner Program Agreement (the "Agreement") carefully before submitting your application ("Application") for participation in the DiscountContactLenses.com Partner Program (the "Partner Program"). This agreement is a binding contract between the individual submitting the Application or the entity on whose behalf the Application is being submitted ("you" and "your") and DiscountContactLenses.com. By submitting the Application, you hereby accept and agree to all of the terms and conditions set forth in this Agreement. The Agreement shall be effective only upon DiscountContactLenses.com's acceptance of your Application, and your participation as, a Partner in the DiscountContactLenses.com Partner Program. By submitting an enrollment Application to DiscountContactLenses.com, you certify that you have read and agree to be bound by the terms and conditions of this Agreement.
WHEREAS, DiscountContactLenses.com has established a Partner Program for the purpose of (i) allowing Partners to advertise and promote DiscountContactLenses.com products on their websites, (ii) establishing links from Partners' sites to the DiscountContactLenses.com website for the purpose of allowing users of Partner sites to purchase products from DiscountContactLenses.com; and
WHEREAS, you desire to be accepted by DiscountContactLenses.com as a Partner in the Partner Program, and to advertise and promote DiscountContactLenses.com's products on your website and to allow users of your site to link to the DiscountContactLenses.com site for the purpose of purchasing DiscountContactLenses.com's products, among other things;
NOW, THEREFORE, in consideration of the covenants and premises contained herein, the parties agree as follows:
Incorporation of Preamble and Recitals. The above preamble and recitals are incorporated by reference in, and made part of, this Agreement.
HOW TO ENROLL
To enroll in the Partner Program, you must submit a complete Partner Program Application through a private invitation from the DiscountContactLenses.com partner manager. DiscountContactLenses.com will evaluate your application and will notify you via the email address listed on your Application of its acceptance or rejection of you as a Partner. DiscountContactLenses.com may reject your application for any reason or for no reason in its sole discretion. DiscountContactLenses.com will reject your application if it determines, in its sole discretion, that your site includes anything that is unlawful, harmful, threatening, defamatory, obscene, harassing, discriminatory, or otherwise objectionable. If DiscountContactLenses.com rejects your application, you may reapply for participation in the Partner Program at any time.
Search Guidelines / Trademark Usage
Rules and regulations controlling the use of search advertising and DiscountContactLenses.com trademarks may be found at the Pay-Per-Click (PPC) Policy page. Acceptance of this agreement implies your acceptance of all rules and regulations regarding paid search at said URL. In addition to the PPC Policy, Partners may not use DiscountContactLenses.com related domain names including typos, misspellings, or variations thereof.
Spyware / Defined Click
- DiscountContactLenses.com strictly forbids all forms of traffic methods and promotional techniques in this section. Applications from Partners using these types of methods will be declined immediately. Additionally, any Partner who has been accepted into the Partner program, who is later found in violation of this policy, will be immediately terminated from the program and will forfeit all commissions.
- DiscountContactLenses.com does not permit the use of spyware, adware or parasiteware for driving traffic. We reserve the right to research and investigate Partners and their activities and, at our own discretion, determine whether or not these practices are in place.
- Cookie overwriting, including intercepting or redirecting traffic from, or diverting commissions from, any website that participates in the program.
- Forced clicks and forced cookies are not permitted; a customer must take an affirmative action, by clicking on your Partner tracking link, for you to earn commission on a transaction.
As a Partner, DiscountContactLenses.com will make available to you, via the Commission Junction site, a variety of graphic and textual images (the "Images") that serve to identify your site as a member of the Partner Program and will establish links from your site to DiscountContactLenses.com (the "Links"). You may, subject to the terms and conditions of this Agreement, display Links as often and in as many areas on your site as you desire. You shall cooperate fully with DiscountContactLenses.com in establishing and maintaining Links. You may display on your site only those Images provided to you by DiscountContactLenses.com. DiscountContactLenses.com may discontinue use of or replace Images at any time. Upon request, you shall remove any Image from your site and replace it with a new Image provided by DiscountContactLenses.com. All Links must be displayed prominently in relevant sections of your site. Links may be modified or expanded from time to time upon agreement between you and DiscountContactLenses.com, however, the banner link code cannot at any time be modified by the Partner, doing so will not allow proper reporting of traffic sent through such banner link code. Each Link connecting users of your site to an area of DiscountContactLenses.com will in no way alter the look, feel, or functionality of DiscountContactLenses.com. DiscountContactLenses.com may monitor your site at any time to determine if you are in compliance with the terms and conditions of this Agreement.
DiscountContactLenses.com shall be responsible for providing all information necessary to allow you to make appropriate Links from your site to DiscountContactLenses.com. DiscountContactLenses.com shall (i) process all orders (which includes order entry, payment processing, shipping, cancellations, returns and related customer service) from users who link from your site, (ii) track the volume and amount of sales generated by Links from your site, and (iii) provide information to Partners regarding sales statistics.
- You will be solely responsible for the development, operation and maintenance of your site and for all materials that appear on your site, including, without limitation: the technical operation of your site and all related equipment; the accuracy and appropriateness of materials posted on your site; ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, but not limited to, copyrights, trademarks, privacy or other personal or proprietary rights); ensuring that materials posted on your site are not libelous, defamatory, misleading, false, deceptive or otherwise illegal; ensuring that your site and your business practices do not include any of the activities of unsuitable sites listed in Section 2 above.
- You agree to keep your Application updated with current and accurate information.
- You agree to keep your Application updated with current and accurate information.
- You agree to pay and be responsible for all costs and expenses you may incur in connection with the Partner Program or your performance under this Agreement.
- DiscountContactLenses.com is not obligated to make any representations, warranties or other statements concerning you, your site, any of your products or services or your site policies.
Contests and Promotions
- As a Partner, provided you perform in accordance with this Agreement, you shall be entitled to participate in and promote on your site special promotions DiscountContactLenses.com may offer, and, in connection therewith, such promotions shall be available to users of your site.
- You agree to use only the coupons and promotions provided directly from DiscountContactLenses.com via the Partner newsletter or provided directly from the DiscountContactLenses.com Partner Manager.
- You agree not to publish or make public in your advertising of DiscountContactLenses.com, any coupons or promotions which DiscountContactLenses.com may offer in other channels including communication from DiscountContactLenses.com to previous customers, offline offers including television, radio, print advertising and non-Partner related online advertisements.
- You agree to monitor and remove unauthorized coupons or promotions on any public communication outlets under your control including but not limited to message boards, blog comments and social networking forums.
- Misuse of custom coupon codes and promotions, using another publisher's custom coupon code, or the posting and publication of unauthorized coupons, discounts and promotions may lead to immediate removal from the DiscountContactLenses.com Partner program. Offenders can be reported to Affiliates@discountcontactlenses.com.
DiscountContactLenses.com shall pay you 15% commission, with incentives for varying thresholds, for the purchase made by users of your site who link to DiscountContactLenses.com. DiscountContactLenses.com may have different commission rates based on product line or brands. See the Commission Junction network to see if product level commission rates are in effect. No commissions shall be paid for product that is returned for any reason or for which DiscountContactLenses.com is unable to collect the purchase price of the product. Commissions will be paid only on orders received during the term of this Agreement.
Commission Junction handles all commission payments. Please visit www.cj.com for more information regarding minimum payouts and timing of payments.
Reports of Sales
You will be given a password and will have the ability to enter a password-protected site to receive your sales statistics.
You agree to abide by the CAN-SPAM Act of 2003, which includes the following:
- Don't use false or misleading header information.
- Don't use deceptive subject lines.
- Identify the message as an ad.
- Tell recipients where you're located.
- Tell recipients how to opt-out of receiving future email from you.
- Honor opt-out requests promptly.
- Monitor what others are doing on your behalf.
DiscountContactLenses.com publishers must indicate clearly that they are a third party company advertising on behalf of DiscountContactLenses.com. Publishers must clearly post publisher name, address, contact information that includes physical address, phone number and email in all communication with the general public that includes DiscountContactLenses.com in the email. Reference the FTC's CAN-SPAM Act Guide for more information.
Any publisher caught "spamming" via email, messenger, forum or via other online communication agrees that they will forfeit all payable commissions and be subject to immediate removal from the program. Offenders can be reported to Affiliates@discountcontactlenses.com.
Social Media and Blog Marketing
- Social Media Marketing is defined as a promotional technique using social platforms to disseminate advertisements on networks and websites with social interaction.
- Social Media Networks include Facebook, Youtube, Twitter, Instagram, Flickr, Pinterest and other websites that allow interaction between a marketer and the general public.
- You agree to not present yourself or your communications via Social Media Networks as official DiscountContactLenses.com sponsored advertisements, promotions or communication.
- You agree not to spam Social Media Networks with offers, coupons or other deals offered by DiscountContactLenses.com.
- Blog Marketing is the use of blogs to promote, advertise or discuss products and services.
- When Blog Marketing, you agree to disclose the placement of DiscountContactLenses.com Partner links in blogs as advertising.
- You agree to disclose receipt of free product samples, gifts, coupons and discounts provided by DiscountContactLenses.com for use in Blog Marketing.
- Abuse of the DiscountContactLenses.com Social Media and Blog Marketing guidelines may lead to immediate removal from the DiscountContactLenses.com Partner program. Offenders can be reported to Affiliates@discountcontactlenses.com.
- Mobile Marketing is defined as a promotional technique using SMS, MMS and other types of communication via mobile phones, smartphones and other wireless communication devices.
- You agree not to present yourself or any mobile promotion as an official DiscountContactLenses.com communication in any Mobile Marketing message.
- You agree not to "spam" offers, coupons or deals from DiscountContactLenses.com in Mobile Marketing campaigns.
- You agree to monitor and remove users from Mobile Marketing text lists when they choose to opt-out of Mobile Marketing communications.
Policies and Pricing
- Users who buy DiscountContactLenses.com products through the Partner Program are customers of DiscountContactLenses.com. Accordingly, all of DiscountContactLenses.com's policies (including prices and pricing policies), operating procedures concerning customer orders, customer service and product sales shall apply. DiscountContactLenses.com may change its policies and operating procedures at any time. DiscountContactLenses.com reserves the right to change prices of products at any time.
- You understand and agree that DiscountContactLenses.com shall be the sole owner of any and all data and information DiscountContactLenses.com (or its representatives) obtains or gathers from, or in connection with, end users visiting or transacting business on the DiscountContactLenses.com site or otherwise transacting business with DiscountContactLenses.com, including without limitation, all transaction, usage and preference data.
You shall not create, publish, distribute or permit any written material that makes reference to DiscountContactLenses.com or the Partner Program without first submitting such material to DiscountContactLenses.com and receiving its written consent.
Licenses and Use of the DiscountContactLenses.com Logos and Trademarks
- DiscountContactLenses.com grants you a limited, non-exclusive, non-transferable, revocable right to (i) access DiscountContactLenses.com through the Links solely in accordance with the terms of this Agreement, and (ii) solely in connection with such Links, to use the DiscountContactLenses.com trademark and logo and similar identifying material relating to DiscountContactLenses.com (but only in the form(s) that they appear on DiscountContactLenses.com Commission Junction pages) (collectively, the "Licensed Materials"), for the sole purpose of promoting DiscountContactLenses.com products on your site. You may not copy, except as expressly set forth in this Agreement, distribute, alter, modify, reverse engineer or create derivative works from the Licensed Materials. DiscountContactLenses.com may revoke your license at any time by giving you written notice. Any goodwill arising out of your use of the Licensed Materials shall inure to the benefit of DiscountContactLenses.com only.
- You shall not make any specific use of any Licensed Materials for purposes other than promoting DiscountContactLenses.com's products on your site. You agree not to use the Licensed Materials in a manner that is misleading or deceptive or disparages DiscountContactLenses.com, its site, the Partner Program or DiscountContactLenses.com's products or services or that otherwise portrays DiscountContactLenses.com, in its discretion, in a negative light. DiscountContactLenses.com reserves all rights in the Licensed Materials. At no time during the Term or thereafter will you challenge, or assist others in challenging, the validity of the DiscountContactLenses.com Licensed Materials or the registration thereof or attempt to register any confusingly similar trademarks, service marks, logos, trade names or domain names. Except for the limited license set forth above in Subsection (a) of this Section 12, no license or other rights to the DiscountContactLenses.com's Licensed Materials will be deemed granted to you hereunder or in connection with the Partner Program, by implication, estoppel or otherwise.
- You grant to DiscountContactLenses.com a non-exclusive license to use your names, titles, logos and trademarks (the "Partner Trademarks"), to advertise, market, promote and publicize in any manner your participation in the Partner Program, and/or DiscountContactLenses.com rights hereunder. Notwithstanding the foregoing, DiscountContactLenses.com is not obligated to advertise, market, promote or publicize your participation in the Partner Program, the existence of the Partner Program, or any other aspect of the Partner Program.
- The licenses granted hereunder shall run concurrently with the term of this Agreement.
Obligations Regarding Your Site
You, at your sole cost and expense, shall develop, operate and maintain your site and all materials that appear on your site, which development, operation and maintenance shall include, without limitation, technical operation of your site and all related equipment; creating and posting product reviews, descriptions and references on your site and linking those descriptions to DiscountContactLenses.com; assuring the accuracy and propriety of all materials and information posted on your site; ensuring that materials posted on your site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal, and all other actions necessary to operate and maintain your site.
Term and Termination
The term of this Agreement will begin as of the date DiscountContactLenses.com notifies you that DiscountContactLenses.com has accepted you as a Partner and will end when terminated by either party. Either you or DiscountContactLenses.com may terminate this Agreement at any time, with or without cause.
DiscountContactLenses.com may modify any of the terms and conditions contained in this Agreement at any time in its discretion. You will be notified of any changes via email by a change notice. If you do not agree to be bound by the terms and conditions of any modification to this Agreement, you may terminate this Agreement by giving written notice to DiscountContactLenses.com. Your continued participation in the Partner Program following any notice of a modification of this Agreement shall constitute your binding acceptance of the Agreement as modified.
Relationship of Parties
You and DiscountContactLenses.com are independent contractors, and nothing in this Agreement shall be construed to create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. You have no authority to make or accept any offers or representations on behalf of DiscountContactLenses.com. You may not make any statement, whether on your site or otherwise, that contradicts anything contained in this Section.
DiscountContactLenses.com makes no express or implied warranties or representations with respect to the Partner Program, DiscountContactLenses.com, or any DiscountContactLenses.com products sold through the Partner Program, including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of course of performance, dealing or trade usage. DiscountContactLenses.com makes no representation that the operation of DiscountContactLenses.com will be uninterrupted or error free, and DiscountContactLenses.com shall not be liable for the consequences of any interruptions or errors.
Representations and Warranties
You hereby represent and warrant that:
- This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms.
- The execution, delivery and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule or regulation to which you are subject, (ii) any order, judgment or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties.
- You are the sole and exclusive owner of the Partner Trademarks and have the right and power to grant licenses to use your trademarks in the manner contemplated herein, and such grant does not and will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright or other proprietary right of any other person or entity.
- No consent, approval, authorization of, exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by you in connection with the execution, delivery and performance of this Agreement or the taking by you of any other action contemplated hereby.
- There is no pending or, to the best of your knowledge, threatened claim, action or proceeding against you, or any Partner of yours, with respect to the execution, delivery or consummation of this Agreement, or with respect to the Partner Trademarks, and, to the best of your knowledge, there is no basis for any such claim, action or proceeding.
- Your acceptance of this agreement also implies the acceptance of the Commission Junction Publisher Service Agreement.
Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning DiscountContactLenses.com or you, respectively, or any other Partner, provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its Partners. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation or legal process including, without limitation, the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
Limitation of Liability
DiscountContactLenses.com SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PARTNER PROGRAM, EVEN IF ITS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY AVAILABLE WITH RESPECT TO THIS AGREEMENT OR ANY BREACH BY DiscountContactLenses.com HEREOF SHALL BE TO TERMINATE THIS AGREEMENT.
You shall indemnify and hold harmless DiscountContactLenses.com and its subsidiaries and Partners, and their directors, officers, employees, agents, shareholders, partners, members and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that DiscountContactLenses.com's use of the Partner Trademarks infringes any trademark, trade name, service mark, copyright, license, intellectual property or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to DiscountContactLenses.com.
DiscountContactLenses.com shall indemnify you against Losses that arise out of any claim that your use of the Images provided to you by DiscountContactLenses.com, infringe any rights of a third party; provided that the Images have not been modified by anyone other than DiscountContactLenses.com.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT DiscountContactLenses.com MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT POTENTIAL PARTNERS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEBSITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PARTNER PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTY OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
This Agreement will be governed by the laws of the United States and the State of Ohio, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in The State of Ohio, and you irrevocably consent to the exclusive jurisdiction of such courts.
You may not assign this Agreement, by operation of law or otherwise, without the prior written consent of DiscountContactLenses.com. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. This Agreement contains the complete understanding between the parties pertaining to the subject matter hereof. DiscountContactLenses.com's failure to enforce strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such a provision or any other provision of this Agreement. Should any one or more provisions of this Agreement be determined illegal or unenforceable by any court of competent jurisdiction, all other provisions shall remain effective.
All notices required under this Agreement shall be sent via United States mail, postage prepaid, addressed to the parties at the following addresses:
If to DiscountContactLenses.com:
Arlington Contact Lens Service Inc.
Attn: Legal Services
4265 Diplomacy Dr
Columbus, Ohio 43228
If to Partner: The address as set forth in the Partner Program Application.