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Affiliate Policy Affiliate Policy
Davis & Lawrence™ Affiliate Program
CONTRACT
This agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Davis & Lawrence™ Affiliate Program (the "Program").
As used in this Agreement, "we" or “us” or "Davis & Lawrence™" means Davis & Lawrence™,
and "you" means the affiliate applicant.
"Site" means a World Wide Web site
1. Enrollment in the Davis & Lawrence™ Affiliate program:
To begin the enrollment process, you will submit a completed Davis & Lawrence™ Affiliate Program application via our on-line application. We will evaluate your application and notify you of your acceptance or rejection in a timely manner. If your site is accepted, we will notify you by e-mail. We may reject your application, or terminate this contract, because we may determine, at our exclusive discretion, that your site is unsuitable for the Davis & Lawrence™ Affiliate Program for any reason, including, but not limited to, inclusion of content that is in any way unlawful, obscene, threatening, racially, or otherwise inappropriate. If we reject your application, you are welcome to reapply to the Davis & Lawrence™ Affiliate Program at any time.
2. Referring Customers
a. Web Site Links
Once you have been notified that your site has been accepted into the Davis & Lawrence™ Affiliate Program, you may provide on your site one or more of the various links to our site that will be made available to you through our affiliate web site. Davis & Lawrence™ will on occasion change the appearance and type of links made available to the affiliate. Davis & Lawrence™ may change the appearance of these links and may make changes to their appearance at any time without your prior consent or notification.
To permit accurate tracking, reporting, and referral commission accrual, we will provide you with special "tagged" link formats to be used in all links between your site and our site. You must ensure that each of the links between your site and our site properly utilizes such affiliate link formats.
Links to our site placed on your site pursuant to this Agreement and which properly utilize such affiliate link formats are referred to as "Affiliate Links." You will only earn referral commissions with respect to activity on our site occurring directly through the Affiliate Links provided by us. We will not be liable to you with respect to any failure by you to use Affiliate Links or by the improper implementation or use of these Affiliate Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.
b. Coupon Codes
Optionally, and/or in addition to the use of Affiliate Links, you may enter a unique affiliate dedicated "Coupon Code." Any such Coupon Code can be utilized by any customer during the checkout process. When a customer enters a valid Coupon Code your affiliate account will be credited with the appropriate referral commission pursuant to this agreement.
3. Order Processing
We will process product orders placed by customers who follow Affiliate Links from your site to our site or who enter a valid Coupon Code during checkout. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms; process payments, cancellations, and returns; and handle customer service in connection with product orders. We will track sales made to customers who purchase products using Affiliate Links from your site to our site or who enter a valid Coupon Code during checkout and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time at our discretion.
4. Referral Commissions
We shall pay a referral fee of 3% on all sales on the Davis & Lawrence™ Affiliate Program through your site during each month. We will pay you referral commissions on certain product sales to third parties. For a product sale to be eligible to earn a referral commission, a Customer must follow an Affiliate Link from your site to our site or must enter a valid Coupon Code during checkout, select and purchase the product using our automated ordering system, accept delivery of the product at the shipping destination, and remit full payment to us ("Qualifying Sale").
If a Customer creates a new account with Davis & Lawrence™ during the process of making a Qualifying Sale, that particular transaction will be referred to as a "First Time Qualifying Sale." The Customer is required to enter the “Affiliate New Customer Coupon” code during the ordering process. If the Customer has entered the one-time use, “Affiliate New Customer Coupon” code during the ordering process the Affiliate will receive a 5% bonus commission on the First Time Qualifying Sales and the referred Customer will receive a 3% discount on the First Time Qualifying Sale.
A "Customer" is defined as a unique user who generates his or her qualified purchase through an Affiliate Link or use of a valid Coupon Code.
We reserve the right to exempt from this Program, in our sole discretion, specific products for sale on our site. Exempted product totals will be subtracted from customer orders before calculating your referral commission and reflected accordingly in your site statistics. You may request a list of the exempted products at any time. The Program is intended for commercial use only, and you may not purchase products through the Program for your own use or for resale or other commercial use. Such purchases may result (in our sole discretion) in the withholding of referral commissions or the termination of this Agreement. In addition, you may not:
(a) directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using Affiliate Links on your site to access our site (e.g., by implementing any "rewards" program for persons or entities who use Affiliate Links on your site to access our site);
(b) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity;
(c) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of our site;
(d) make any orders or subscription requests, or engage in other transactions of any kind on our site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so;
(e) take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring;
(f) post or serve any advertisements or promotional content around or in conjunction with the display of our site (e.g., through any "framing" technique or technology or pop-up windows), or assist, authorize, or encourage any third party to take any such action; or
(g) use any of our designated trademarks in any pay-per-click marketing or advertising campaign without our express written approval.
If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement and/or terminate this Agreement.
5. Referral Commission Schedule
You will earn referral commissions based on Qualifying Revenues according to referral commission schedules to be established by us. "Qualifying revenues" are revenues derived by us from our on-line sales of Davis & Lawrence™ products, excluding costs for shipping, handling, gift-wrapping, taxes, service charges, credit card processing fees, and bad debt. The current referral commission schedule is:
Commission rate on Davis & Lawrence products will be equal to five percent (5%) of Qualifying Revenues for First Time Qualifying Sales and three percent (3%) for all other Qualifying Sales.
6. Referral Commission Payment
We will pay you referral commissions on a monthly basis. Approximately 30 days following the end of each calendar month, we will send you a prepaid credit card in increments of $5 for the referral commissions earned on our on-line sales of Davis & Lawrence™ products that were shipped during that month, less any taxes that we are required by law to withhold. However, if the referral commissions payable to you for any calendar month are less than $50, we will hold those referral commissions until the total amount due is at least $50 or (if earlier) until this Agreement is terminated. If a product that generated a referral commission is returned by the customer, we will deduct the corresponding referral commission from your next payment. If there is no subsequent payment, we will send you an invoice for the referral commission negative balance. Such invoices shall be paid by you within 30 days of the invoice date.
7. Reports of Sales
You will be given the ability to enter a password-protected site to receive your sales statistics at any time.
8. Policies and Pricing
Customers who buy products through the Davis & Lawrence™ Affiliate Program will be deemed to be customers of Davis & Lawrence™. Accordingly, all of our rules, policies, and procedures concerning customer orders, customer service, and sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products under the Davis & Lawrence™ Affiliate Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.
9. Limited License to use Logos and Trademarks:
We grant you, the affiliate, a nonexclusive, nontransferable, revocable right to access our Davis & Lawrence™ site through links in accordance with this contract. In connection with such links, you have our permission, to use our graphic images of our products, graphic logo images, trade names, and trademarks of Davis & Lawrence™ for the purpose of identifying your site as a Davis & Lawrence™ Affiliate Program participate and generating sales of Davis & Lawrence™ products. You may not alter or change the graphic or text within the graphic in any way. At any time, we reserve the right to suspend/terminate your use of our Davis & Lawrence™ logo and graphics. Your limited license will be immediately revoked at the time of the termination of this contract or by written notice as a Davis & Lawrence™ Affiliate Program participant.
You grant to Davis & Lawrence™ a non-exclusive license to utilize your names and logos from time to time to advertise, and promote the Davis & Lawrence™ Affiliate Program. However, we are not required to advertise or promote your names or logos in any way. This license shall terminate upon the effective date of the termination of this Contract.
10. Responsibility for Your Site
You, the affiliate, will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:
(1) The technical operation of your site and all related equipment
(2) The accuracy and appropriateness of materials posted on your site (including, among other things, all product-related materials)
(3) Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)
(4) Ensuring that materials posted on your site are not libelous or otherwise illegal
We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.
Affiliate agrees and warrants that it shall not engage in any of the following prohibited activities:
(1) violate any applicable law or regulation;
(2) promote or conduct any illegal or fraudulent activity through the Distribution Media or any site linked to the Distribution Media;
(3) send or cause to be sent unsolicited advertising e-mails;
(4) display obscene, offensive, violent or misleading content on the Distribution Media or any site linked to the Distribution Media;
(5) provide or allow any incentive based promotion that provides compensation to Qualified Customers, unless specifically authorized by Davis & Lawrence™;
(6) engage in any pop-up or pop-under advertising provided, supported or involving any third party to generate impressions, clicks, or transactions;
(7) use any cookie, device, program, robot, iframes, hidden frames, popup windows or any other operation or process that interferes with Davis & Lawrence™’ ability to properly identify and track Qualified Customers;
(8) automatically replace or alter any component of the Davis & Lawrence™ Technology that results in a reduction of compensation earned by Davis & Lawrence™ or another Affiliate;
(9) use invisible methods to generate impressions, clicks, or transactions that are not initiated by the affirmative action of the end user;
(10) utilize the Davis & Lawrence™ Technology in any manner that alters, changes, substitutes or modifies the content of another Affiliate’s Web site; (xii )(d) Affiliate agrees never to alter any Davis & Lawrence™ tags so as to include any personally identifiable or sensitive information of any visitors in such tags.
(11) Affiliate further agrees and warrants that it will comply with all local, state and federal laws and regulations (including, but not limited to, the “CAN-SPAM” Act, effective January 1, 2004, as may be amended from time to time).
(12) Davis & Lawrence™ shall notify Affiliate of any complaint received by Davis & Lawrence™ regarding the email practices of Affiliate or any alleged violation by Affiliate of the above warranties. Within forty-eight (48) hours of such notification, Affiliate shall respond to Davis & Lawrence™ and provide source information as to any questionable emails including, but not limited to, the time, date, IP address and content of the questionable emails. Additionally, as to each individual that agrees to be included in Affiliate’s outbound email solicitations, Affiliate shall maintain the information establishing the time and date that each individual granted such permission. If Affiliate fails to provide source information satisfactory to Davis & Lawrence™ to demonstrate that Affiliate did not send SPAM email or otherwise breach the above warranties, then, in addition to any and all other remedies available pursuant to this Agreement and under existing law, Davis & Lawrence™ shall have the right to immediately suspend payment to and further performance of any services by Affiliate.
11. Term of the Agreement
The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all Davis & Lawrence™ trademarks, trade dress and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are only eligible to earn referral commissions on our on-line sales of Davis & Lawrence™ products occurring during the term, and referral commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. We reserve the right to terminate the agreement at anytime and without Liability.
12. Modification
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by changing this agreement as posted on our site. Modifications may include, for example, changes in the scope of available referral commissions, referral commission schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING CHANGES TO THIS AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
13. Relationship of Parties
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section. In our discretion, Davis & Lawrence™ may cite your name or URL in connection with your participation in the program in materials including but not limited to postings on our site, newsletters, advertisements, and other communications. By submitting your application, you grant us a license to use your trademarks, trade names, service marks, logos, domain names and other similar intellectual property for use in connection with your participation in the program.
14. Confidentiality
In connection with the business relationship contemplated by this Agreement, each party may receive or have access to commercially valuable technical and non-technical confidential or proprietary information of the other party, including information in whatever form, relating to the business of such party that is not generally known or available to others, including source code and documentation for software, trade secrets, know how, customer lists, pricing strategies, marketing and business plans, information concerning a party’s vendors, and such party’s contemplated plans, strategies and prospects ("Confidential Information"). Each party acknowledges and agrees that any Confidential Information received or obtained from the other party will be the sole and exclusive property of the other party and may not be used, disseminated or disclosed except as may be necessary to perform the obligations required under this Agreement or as may be required by law. If disclosure is required by law, the party required to disclose Confidential Information shall reasonably cooperate with the other party (at the other party’s request and expense) so that the other party may preserve the confidentiality of the Confidential Information to the extent reasonably possible. Notwithstanding the foregoing, Confidential Information shall not include, and neither party will be liable for disclosure of, any information received by the receiving party under this Agreement if the information: (a) is or becomes generally available to or known to the public through no wrongful act of the receiving party; (b) was previously known by the receiving party through no wrongful act of receiving party; (c) was independently developed by the receiving party without reference to the Confidential Information; or (d) was lawfully disclosed to the receiving party by a third party under no obligation of confidentiality to the other party.
15. Limitation of Liability
WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (OR ANY LOSS OF REVENUE, PROFITS, OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL REFERRAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.
16. Disclaimers
WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY PRODUCTS SOLD THROUGH THE PROGRAM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NONINFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
17. Independent Investigation
BY SUBMITTING YOUR APPLICATION TO THE DAVIS & LAWRENCE™ AFFILIATE PROGRAM, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
18. General
This Agreement will be governed by the laws of the United States and the State of California, without reference to choice of law provisions. Our failure to enforce strict performance by you of any provisions of this Agreement will not constitute a waiver of our right to enforce subsequently such provision or any other provision of this Agreement. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to the preceding sentence, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. If any provision of this Agreement shall be found by a court to be void, invalid or unenforceable, the same shall be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of the remainder of this Agreement.