Tools-plus.com Affiliates Agreement and Application
This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Tools-Plus.Com Affiliate Program (the "Program"). As used herein, "we" means Tools-Plus.Com and "you" means the applicant to the Affiliate Program. "Site" means a World Wide Web site and, depending on the context within which it is used, refers either to Tools-Plus.Com located at the URL www.tools-plus.com, or to the site that you, the applicant, will link to our site (and which you will clearly and completely identify in the application attached hereto).
1. Enrollment in the Affiliate Program
To begin the enrollment process, you will submit a complete Affiliate Program application via our site or by U.S. mail. We will evaluate your application in good faith, with a view toward the best possible mutual relationship between Tools-Plus.Com and you, and we will notify you of your acceptance or rejection. We may reject your application at our sole discretion if we deem your site inappropriate and/or unsuitable for participation in the Program. We will not be required to disclose the reason for rejection, but sites deemed unsuitable may meet one or more of the following negative criteria:
It may promote sexually explicit material
It may promote violence
It may promote discrimination based on race, sex, age, nationality, religion, physical or mental disability, and/or sexual orientation
It may promote illegal activity
It may include use of the words "tools" and "plus" or variations or misspellings thereof in its domain name(s)
It may otherwise violate intellectual property rights
It may, in other ways, bring ill repute to the good standing of Tools Plus, Tools-Plus.Com, or any of our many suppliers
2. Links on Your Site
Once you have been notified that your site has been accepted into the Tools-Plus.Com Affiliate Program, we will provide you with the appropriate links and/or banners for you to use to link visitors to your site to www.tools-plus.com. The types of links can include:
You may select one or more products available from Tools-Plus.Com to list on your site. A "product" is any such product listed at our site, excluding products not fulfilled by us now or in the future. For each selected product, you will display on your site a short description, review, or other such reference. You will be responsible for the content, style, and placement of these references, though we expect them to be used in good taste and in accordance with standards established in Section 1. You will provide a special link (as described below) from each product reference on your site to the corresponding Tools-Plus.Com online catalog page. Each such link will connect directly to a single item only. You may add or delete products and their associated link(s) from your site at any time without our approval. However, we do expect you to notify us if you are ending your participation in the Affiliate Program (see below) or if you are making significant changes to your Affiliate Program participation (such as altering a majority of the products you are linking with).
Search Box Link
You may provide users of your site with a Tools-Plus.Com search box that will permit your visitors to link directly to a page on our site that contains the results of their search query. We will provide you with the technical assistance to accomplish this type of link upon your request.
You may provide visitors to your site with a general link that sends them to our home page at http://www.tools-plus.com. Tools-Plus.Com will provide you with the specifications and artwork for you and them to use in linking to our home page.
In almost all cases, we will provide you with the artwork and general and technical guidelines to use in linking to our home page or any product pages. To permit accurate tracking, reporting, and Affiliate fee accrual, we will provide you with unique "tagged" link formats to be used in all links between your site and Tools-Plus.Com. You must ensure that each of these links between your site and our site properly uses these special link formats. Links to Tools-Plus.Com on your site pursuant to this Agreement and which properly utilize this special link format are referred to as "special" links. You will only earn Affiliate fees with respect to activity/sales on our site occurring directly through these "special" links. Tools-Plus.Com will not be responsible or liable to you with respect to any failure by you to use "special" links , including to the extent that such failure may result in any reduction of amounts which would otherwise be paid to you pursuant to this Agreement.
3. Order Processing
We will process product orders placed by customers who follow "special" links from your site to our site. 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 order fulfillment. Among other things, we will provide order forms or invoices; process payments, cancellations, returns, and repairs; and handle customer service. We will track sales made to customers who purchase products using "special" links from your site to our site and will make available to you reports summarizing such sales activity. The form, content, and frequency of the reporting may vary at our discretion.
4. Affiliate Fees
Tools-Plus.Com will pay you (in accordance with Sections 5 and 6 below) affiliate (or referral) fees on certain product sales to third parties. For a product sale to be eligible for an affiliate fee, the ordering customer must follow a "special" link from your site to our site, 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, Tools-Plus.Com. We will not, however, pay affiliate fees on any products that are added to a customer's Shopping Cart after the customer has reentered our site (other than through a "special" link), even if the customer previously followed a link from your site to our site. In addition, any "special order" products (such as those not listed in our site, yet available from the manufacturer) purchased through our site are not eligible for affiliate fees. Tools-Plus.Com Gift Certificates are not eligible to earn affiliate fees.
You may not purchase products during sessions initiated through the links on your site for your own use, for resale or commercial use of any kind. This includes orders for customers or on behalf of customers, or orders for products to be used by you or your friends, relatives, or associates in any manner. Such purchases may result (at our sole discretion) in the withholding of affiliate fees or the termination of this Agreement. Products that are eligible to earn affiliate fees under the rules set forth above are referred to as "qualifying products."
In addition, you may not directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money or awarding of any benefits) for using "special" links on your site to access our site (e.g. by implementing any "rewards" program for persons or entities who use "special" links on your site to access our site). If we determine, at our sole discretion, that you have offered any person or entity any such consideration or incentive, we may (without limiting any other rights or remedies available to us) withhold any affiliate fees otherwise payable to you under the terms of this Agreement.
5. Affiliate Fee Schedule
You will earn affiliate fees based on qualifying revenues according to affiliate fee schedules to be established by Tools-Plus.Com. "Qualifying revenues" are revenues derived by us from our sales of qualifying products, excluding costs for shipping, handling, taxes, service charges, credit card processing fees, and bad debt. The current affiliate fee is 5% of merchandise sold.
6. Affiliate Fee Payment
We will pay you affiliate fees on a quarterly basis. Approximately 30 days following the close of each calendar quarter, Tools-Plus.Com will send you a check for the affiliate fees earned on our sales of "qualifying products" that were shipped during that quarter, less any taxes that we are required by law to withhold. However, if the affiliate fees payable to you for any calendar quarter are less than $100, we will hold those fees until the total amount due is at least $100 or (if earlier) until this Agreement is terminated. If a product that generated an affiliate fee is returned by the customer, we will deduct the corresponding affiliate fee from your next quarterly payment. If there is no subsequent payment, we will send you a bill for the affiliate fee.
7. Policies and Pricing
Customers who buy products through this Program will be considered customers of Tools-Plus.Com. Accordingly, all Tools-Plus.Com rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. Product prices and product availability, therefore, may change at any time, without notice. In view of this, you may not include product price information in product descriptions appearing on your site. Tools-Plus.Com will endeavor to use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.
8. Identifying Yourself as a Tools-Plus.Com Affiliate
We will make available to you a graphic or graphics hat you can use to identify your site as a participant in the Tools-Plus.Com Affiliate Program. You must display this/these graphic/graphics or the phrase "In Association with Tools-Plus.Com" clearly on your site. We may change these graphics and this phrase from time to time. Accordingly, we urge you to provide a clear link to the Tools-Plus.Com Home Page at http://www.tools-plus.com.
A. You may not write or disseminate any press release with respect to this Agreement without prior written consent from Tools-Plus.Com. Written consent may be given or withheld based solely on our discretion.
B. You may not in any manner misrepresent or embellish the relationship between Tools-Plus.Com and yourself, or express or imply any relationship or affiliation between Tools-Plus.Com and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that Tools-Plus.Com supports, sponsors, endorses, or contributes money to any charity or other cause).
9. Limited License
We grant you a nonexclusive, revocable right to use the graphic image and text described in Section 8 and such other images for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist in generating product sales. You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image or text, any other images, our trade names and trademarks, and all other intellectual property rights. Our trademarks and trade names may change at any time; this policy of limited license will be applicable to any and all changes we may make. Additionally, we may revoke your license at any time by giving you written notice.
10. Responsibility for Your Site
You will be solely responsible for the development, operation, and maintenance of your site, including financial considerations necessary to keep your site in operation, as well as for all materials that appear on your site. By way of example, you will be responsible for:
The technical operation of your site and all related equipment
Creating and posting Product descriptions on your site and linking those descriptions with our online catalog
The accuracy and appropriateness of materials posted on your site (including, among other things, all Product-related materials)
Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party
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 Tools-Plus.Com, its employees, and owners, and hold us harmless from all claims, damages, and expenses (including, but not limited to, attorney's fees) relating to the development, operation, maintenance, and contents of your site.
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 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 Tools-Plus.Com trademarks, trade names, 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 Affiliate Fees on our sales of qualifying products occurring during the term of this Agreement, and Affiliate Fees 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 make sure that the correct fees are paid.
We may modify any of the terms and conditions contained in this Agreement at any time and at our sole discretion by posting a change notice or a new Agreement on our site. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
13. Relationship of Liability
You and Tools-Plus.Com 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 behalf of Tools-Plus.Com, its agents, employees, or owners. You will not make any statement, whether on your site or otherwise, that reasonably would contradict with anything in this Section.
14. Limitation of Liability
Tools-Plus.Com will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement of the Program, even if we have been advised of the possibility f such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total affiliate fees paid or payable to you under this Agreement.
Tools-Plus.Com makes 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, non infringement, 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.
16. Independent Investigation
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.
This Agreement will be governed by the laws of the United States and the state of Connecticut, 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 Connecticut and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.