PLEASE READ THE TERMS AND CONDITIONS BELOW. YOU AND FLOWTOYS WILL HAVE ENTERED INTO AN AGREEMENT ONLY IF YOU ARE PROVIDED WITH NOTICE THAT FLOWTOYS HAS ACCEPTED YOUR AFFILIATE PROGRAM APPLICATION. ANY SUCH AGREEMENT WILL BE SUBJECT TO THESE TERMS AND CONDITIONS. FLOWTOYS MAY CHOOSE TO REJECT YOUR APPLICATION FOR ANY REASON IN ITS SOLE DISCRETION.
FLOWTOYS AFFILIATE PROGRAM TERMS AND CONDITIONS
This Agreement sets forth the terms and conditions under which Flowtoys makes the Flowtoys Affiliate Program available to you. By becoming a Flowtoys Affiliate and using the Affiliate Program you agree to be bound by and follow all terms and conditions set forth in this Agreement. If you do not agree to be bound by this Agreement, your sole option is not to participate in the Affiliate Program.
Flowtoys reserves the right to add, delete and/or modify any of the terms and conditions contained in this Agreement, at any time and at its sole discretion, by posting a change notice or a new agreement on the Flowtoys website. In the event of substantive changes to the terms of this Agreement, you may be notified by email. If any modification is unacceptable to you, your only recourse is to terminate this Agreement and your participation in the Affiliate Program. Your continued participation in the Affiliate Program following posting of a change notice or new agreement on the Flowtoys website will constitute binding acceptance of the changes.
Flowtoys and its Affiliate partners are entering into a simple business agreement in the best interests of both parties. Both parties are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship, or the relationship of principal and agent between the parties. You understand that you do not have authority to make or accept any offers or make any representation on behalf of Flowtoys.
1. Becoming a Flowtoys Affiliate
1.1 Eligibility. Flowtoys will only knowingly provide the Affiliate Program to parties that can lawfully enter into and form contracts under applicable law. If you are under the age of 18, but at least 13 years of age, you may participate in the Affiliate Program only under the supervision and consent of a parent or legal guardian who agrees to be bound by this Agreement. The Affiliate Program is not intended for children under the age of 13.
1.2 Opening an Account. To become an Affiliate and have the right to participate in the Affiliate Program, you must enroll in the Affiliate Program by opening an Affiliate account with Flowtoys through our online registration process.
1.3 PayPal account. Our affiliate commissions are paid via PayPal and you will need to have a valid PayPal account in order for commissions to be paid to you.
1.4 Contact Information. You must provide Flowtoys with accurate and complete contact and payment information when you open an Account and create your profile. You must immediately notify Flowtoys if any of your contact or payment information changes. If you do not provide Flowtoys with complete, accurate, and updated contact information, you may not be eligible to receive commissions based on your participation in the Affiliate Program.
1.5 Account Security. You will need to select a password if you open an Account. You will be solely and exclusively responsible for keeping your password confidential and all use of your password and Account, including, without limitation, any use by any third party. You must notify Flowtoys immediately if you believe your password has been or may be obtained or used by any unauthorized person or entity. In addition, you must notify Flowtoys immediately if you become aware of any other breach or attempted breach of the security of your Account or the Flowtoys Service.
2. Your Obligations
2.1 You must use the Affiliate Program in a manner that demonstrates common sense and respect for the rights of Flowtoys and third parties. You are solely responsible for the development, operation and maintenance of Your website and for all materials and content that appear on Your website. Flowtoys will not be responsible for any of the foregoing. You agree to indemnify, defend and hold Flowtoys harmless from all damages, claims, fees (including reasonable attorneys' fees)and expenses arising from third party claims relating to the development, operation or maintenance of Your site.
2.2 Special Links. As a member of the Affiliate Program, Flowtoys will provide you with special "tagged" link formats ("Special Link(s)") to be used in linking to the Flowtoys website. The Special Links will enable tracking, reporting, and commission calculations. You must ensure that each of these links properly utilize the Special Link formats. You will only earn commissions on activities occurring on the Flowtoys website if such activity was originated from properly formatted Special Links. Flowtoys will not be liable to you for any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts, which may otherwise be paid to you pursuant to this Agreement.
2.3 Use of Special Links. Flowtoys will provide you with the Special Links and graphical artwork to use in linking to the Flowtoys website. You must use the Special Links in accordance with the terms and conditions in this Agreement and the Affiliate Guidelines.
3. Customers Purchasing Via the Affiliate Program.
3.1 Order Processing and Reporting. Flowtoys will process all product orders placed by customers who follow Special Links to the Flowtoys website. Flowtoys reserves the right to reject orders that do not comply with any requirements that Flowtoys has and may periodically establish. Flowtoys will be responsible for all aspects of order processing and fulfillment. Among other things, Flowtoys will prepare order forms, process payments and handle customer service. Flowtoys will track sales made to Customers who purchase products using Special Links from your web site to the Flowtoys website and will make available to its Affiliates reports summarizing sales activity.
3.2 Customers. Customers who buy products through the Affiliate Program will be deemed to be customers of Flowtoys. Accordingly, all of the Flowtoys rules, policies, and operating procedures concerning customer orders, customer service and product sales will apply to those Customers. Flowtoys may change its policies and operating procedures at any time. Product prices and availability may vary from time to time, and such price changes may affect products that you already have listed on your web site. Flowtoys will use commercially reasonable efforts to present accurate information, but Flowtoys cannot guarantee the availability or price of any particular product.
4. Affiliate Commissions
Flowtoys will pay your commission in accordance with this Agreement and the Affiliate Plan that you are assigned. Flowtoys will pay you a commission on qualifying sales originating from Special Links on your website or webspace in accordance with the then current Affiliate Plan.
5. Payment of Commissions.
5.1 Tax Information. In order to receive your Commissions you must provide your taxpayer information to Flowtoys as required by the IRS. If Flowtoys does not have your current taxpayer information on file for a particular year, payments due to you under this Agreement will not be made until December 31st of such year, and all of such payments will be subject to a 30% backup withholding which will be submitted to the IRS.
5.2 Payment Terms. Flowtoys will pay you Commissions on a monthly basis via PayPal (our preferred method of payment). We will not send Commissions via money orders or wire transfers.
6. Identifying Yourself As An Affiliate.
6.1 Logo. Flowtoys will make available to you a small graphic image that identifies you as a Flowtoys Affiliate Program participant. You must display this logo or the phrase "In affiliation with Flowtoys" somewhere on your web site or web space. Flowtoys may modify the text or graphic image of this notice from time to time. In addition, Flowtoys encourages (but does not require) you to include a Special Link on your web site to the Flowtoys home page at http://www.flowtoys.com.
6.2 All other Communications. Except as provided for in the Affiliate Guidelines, you may not make any press release with respect to this Agreement or your participation in the Affiliate Program without Flowtoys prior written consent, which may be given or withheld in its sole discretion.
7. Limited Licenses.
All copyrighted material and trademarked names and logos used in accordance with this Agreement by either or both parties remain the exclusive intellectual property of the respective originating or issuing parties. No transference of intellectual property ownership or conveyance of rights is intended or conferred in this Agreement. Sales and interests in this Agreement may not be transferred or sold to any other entity and all business between the parties is subject to the terms of this Agreement. Both parties will be held to confidence in any matters of business with regard to this Agreement.
8. Indemnification.
You shall indemnify and hold Flowtoys harmless from any and all legal actions, damages or liabilities incurred from your day-to-day operations. Under no circumstances will Flowtoys be liable whether in tort, contract or otherwise for indirect, incidental, consequential, special or exemplary damages (including but not limited to damages for any loss of revenue, profits, business interruption, loss of business information or data, loss of goodwill, work stoppage, hardware or software failure, or other pecuniary loss) arising from or relating to any provision of this Agreement or the program.
9. Term and Termination.
9.1 Term. The term of this Agreement will begin upon Flowtoy’s acceptance of your Affiliate Program application and will end when terminated by either party.
9.2 Flowtoys Termination. In its sole discretion, Flowtoys may terminate your participation in the Affiliate Program and terminate your Account. If Flowtoys determines, in its sole discretion, that you are abusing the system, the Flowtoys Affiliate Program, Flowtoys may (without limiting any other rights or remedies available to it) withdraw your participation and withhold any Commissions payable to you.
9.3 Effect of Termination. You can only earn Commissions during the term of the Agreement, and Commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. Flowtoys may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your web site, all links to the Flowtoys website, product images from the Flowtoys website, all Flowtoys trademarks, trade dress and logos, all Special Links, and all other materials provided by or on behalf of Flowtoys to you pursuant hereto or in connection with the Affiliate Program.
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