Terms & Conditions
By submitting this Affiliate Agreement (this
"Agreement"), you agree to the following terms and conditions.
- Application Procedure.
You will not become an affiliate of Qcandles.com, Inc. ("Qcandles.com"
or "Qcandles") until Qcandles has reviewed and approved your
Affiliate Application. Qcandles reserves the right in its sole discretion to
accept or reject any Affiliate Application for any reason or no reason.
2. Commission Schedule and
Payment
a. You will be paid by
check within approximately 30 days of the commencement of each calendar month
for sales generated through your website during the previous calendar month.
b. At the beginning of
each calendar month Qcandles will calculate the amount of sales generated
through your website. The sale price for each item will be the price a customer
pays for such item minus exchanges, returns, fraud or charge backs.
c. Qcandles will pay a 10%
commission for sales.
d. If your aggregate
commissions do not exceed $50 USD in any calendar month or series of calendar
months, Qcandles reserves the right to withhold payment until such time as your
aggregate commissions exceed $50 USD.
e. If an item is returned
by a customer at any time after your commission for that item has been paid, Qcandles
will subtract the commission for that item from the first commission payment
you receive following such return. If you earn no subsequent commission
payments during the two calendar quarters following such return, Qcandles will
send you a bill for the amount of the commission for the returned item, which
shall be immediately payable upon receipt.
3. Identifying Yourself as
an Affiliate
a. In the event that your
Affiliate Application is approved, you will have access to Qcandles.com
button(s) (the "Buttons"), which contain Qcandles.com logos,
trademarks and service marks (the "Marks"). You agree to display one
or more of the Buttons on your website.
b. The Buttons may be used
only as depicted below. You will not modify or alter the Buttons in any way. Qcandles
may make changes to the Buttons at any time. In the event of such a change, you
shall implement the changed Button promptly after receiving notice of such
change from Qcandles.
c. You will only use and
display the Buttons in HTML pages accessible through the World Wide Web to link
your website to the Qcandles.com website. You will neither frame the Qcandles.com
website, nor will you modify or alter Qcandles's content or display. You will
configure the Buttons as a link to the Qcandles.com Web page specified for each
Button. You will not use any of the Qcandles.com Buttons as a static image.
d. You will not use the
Buttons on any website that Qcandles determines in its sole discretion
diminishes the value of the Marks, including without limitation any website
that disparages Qcandles or its services, infringes Qcandles's intellectual
property rights or violates any local, state, federal or international law.
e. You agree that Qcandles
has no liability for your use of the Buttons, and you will reimburse Qcandles
for any damages, costs or expenses Qcandles may incur related to your use of
the Buttons or for any breach of this Agreement.
4. Limited License.
a. Qcandles grants you a
nonexclusive, nontransferable, nonsublicensable, revocable right to use the
Marks solely in connection with your display of the Buttons on your website
pursuant to Section 3 of this Agreement.
b. You acknowledge and
agree that the Marks are solely the property of Qcandles. You will not do
anything inconsistent with Qcandles's ownership of the Marks. You will not use
the Marks in any manner other than as expressly authorized in this Agreement,
including without limitation any manner likely to diminish the commercial value
of the Marks or imply endorsement by Qcandles. All goodwill associated with
your use of the Marks shall inure to Qcandles. You will not use any logo, mark,
name or image likely to cause confusion with the Marks or permit any third
party to use the Marks.
c. Qcandles has the right
to terminate this Agreement and revoke the limited license granted hereby at
any time, in its sole discretion, without liability or obligation to you of any
kind. Qcandles has the right to inspect your website from time to time for
compliance with this Agreement. If Qcandles notifies you that this Agreement is
terminated and the license granted hereby is revoked, you will promptly remove
the Buttons from your website.
d. You acknowledge and
agree that you have no rights in the Marks other than as described herein and
that any other use will be considered an infringement of Qcandles's trademark
rights.
5. No Joint Venture.
You acknowledge and agree that no joint venture, partnership,
employment or agency relationship exists between you and Qcandles. You will not
make any representation or warranty regarding, or on behalf of, Qcandles.
6. Term of the Agreement.
The term of this Agreement begins upon Qcandles's acceptance of
your Affiliate Application. Either party may terminate this Agreement at any
time by providing written notice to the other party hereto.
7. Modifications.
Qcandles may modify the terms of this Agreement at any time by
providing written notice to you on the Qcandles.com website. Modifications may
include without limitation changes in the commission schedule, payment
procedures and program rules. IF YOU DO NOT AGREE WITH ANY OF THE CHANGES TO
THIS AGREEMENT, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR
CONTINUED PARTICIPATION IN THE QCANDLES.COM AFFILIATE PROGRAM FOLLOWING THE
POSTING OF A CHANGE NOTICE OR A NEW AGREEMENT ON THE QCANDLES.COM WEBSITE WILL
CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
8. Limitation of
Liabilities.
Qcandles's aggregate liability arising with respect to this
Agreement will not exceed the total commissions payable to you under this
Agreement.
9. Independent
Investigation
YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THE TERMS OF THIS
AGREEMENT AND AGREE TO ALL THE TERMS AND CONDITIONS SET FORTH HEREIN. YOU
UNDERSTAND THAT AT ANY TIME WE MAY (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER
REFERRALS ON TERMS THAT DIFFER FROM THOSE CONTAINED HEREIN OR OPERATE WEBSITES
WHICH MAY BE SIMILAR TO OR COMPETE WITH YOUR WEBSITE. YOU HAVE INDEPENDENTLY
EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE PROGRAM DESCRIBED
IN THIS AGREEMENT AND ARE NOT RELYING ON ANY STATEMENT, REPRESENTATION, OR
GUARANTEE OTHER THAN AS SET FORTH IN THIS AGREEMENT.
10. Warranty Disclaimers
QCANDLES.COM HEREBY DISCLAIMS ALL WARRANTIES WITH REGARD TO THE QCANDLES.COM
MARKS, AND THE CONTENT ON THE QCANDLES.COM WEBSITE, INCLUDING BUT NOT LIMITED
TO ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
AND NONINFRINGEMENT. IN NO EVENT SHALL QCANDLES.COM BE LIABLE FOR ANY DIRECT,
INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT
OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, WHETHER BASED ON CONTRACT,
TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF QCANDLES.COM HAS BEEN ADVISED OF
THE POSSIBILITY OF DAMAGES.
11. Miscellaneous
This Agreement constitutes the entire agreement between you and Qcandles
with respect to the subject matter herein. It shall be governed by the laws of
the Commonwealth of California. Any action of any nature relating to your
relationship with us must be brought in the federal or state courts located in Los Angeles County, California. Both parties irrevocably consent to the jurisdiction of such
courts. You may not assign or transfer your rights contained herein without our
prior written consent and any attempt to do so will be void and without effect.
If any of the provisions or terms contained herein is deemed invalid or
unenforceable, this shall not affect the validity or enforceability of the
remainder of the terms or provisions.
