>> Enrollment in the Program |
You will submit a complete Affiliate Program application from our site. After we
carefully review your application, we will notify you of your acceptance or
rejection to the Program. We may reject your application (at our sole
discretion) if we feel your site is unsuitable or inconsistent with the mission
of Tallmenshoes.com. If your site is accepted, Tallmenshoes.com may terminate this
Agreement anytime thereafter if your site is determined (at our sole discretion)
to be unsuitable for the Program.
>> Promotion of Our Affiliate Program |
Upon your acceptance as an Affiliate Site, we will make available to you a
variety of graphic and textual links (the "Links"), which, subject to the terms
and conditions hereof, you may display as often and in as many areas of your
site as you desire. The Links will serve to identify your site as a member of
our Affiliate Network and will establish a link from your site to ours.
Tallmenshoes.com Agrees To:
Confidentiality
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 us or you, respectively, or any of our Affiliates 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 affiliates.
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 Affiliate Network, even if we have been advised of the possibility of such
damages. Further, our aggregate liability arising with respect to this Agreement
and the Affiliate Program will not exceed the total commissions paid or payable
to you under this Agreement.
Limited License
We grant you a nonexclusive, nontransferable, revocable right to access our site
through the Links solely in accordance with the terms of this Agreement, for the
sole purpose of linking your site to our site, solely for the purpose of
identifying your site as a participant in the Program and assisting in
increasing sales at Tallmenshoes.com You may not alter, modify, or change the Links
in any way. You are only entitled to use the Links to the extent that you are a
member in good standing of the Tallmenshoes.com Affiliate Program. We may revoke
your license anytime by giving you written notice.
Disclaimers
We make no express or implied warranties or representations with respect to the
Tallmenshoes.com Web site or the Tallmenshoes.com Affiliate Program (including,
without limitation, warranties of fitness, merchantability, noninfringement, or
any implied warranties arising out of 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.
Termination
The terms of this Agreement will begin upon acceptance of your application. This
Agreement shall commence on the date of approval of your Affiliate Program
application and shall continue thereafter in full force and effect until
terminated at any time by either party by giving the other party written notice
of termination. Upon 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 Tallmenshoes.com 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.
Modifications
We may modify any of the terms and conditions of this Agreement at any time. You
will be notified by email, and a change notice will be posted on our site. If
the modifications are unacceptable to you, your only recourse is to terminate
this Agreement. Your continued participation in this Affiliate Program after a
change notice has been posted will constitute binding acceptance of the change.
Tallmenshoes.com will send out notification by email to our affiliates at least 14
days prior to any changes to the terms of this agreement.
Anti-Spam Policy
Affiliates will be removed from the Tallmenshoes.com Affiliate Program and forfeit
any pending commissions if they are caught spamming. Spamming is not allowed and
will not be tolerated!
Independent Contractors
You and Tallmenshoes.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 our behalf.
Representations and Warranties
You hereby represent and warrant to us as follows:
1. 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.
2. The development, operation, and contents of your site do not infringe upon
the copyright, trademark, or any other right of any person or entity.
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
Tallmenshoes.com Affiliate Program and are not relying on any representation,
guarantee, or statement other than as set forth in this Agreement.
Fraud
If you commit fraud or falsify information this agreement will be terminated
immediately. In addition, you will be liable to Tallmenshoes.com for any and all
damages that Tallmenshoes.com suffers as a result of such actions. You will also be
responsible for returning to Tallmenshoes.com all commissions received for
fraudulent/falsified orders, and we will not hesitate to pursue all legal causes
of action against you to the fullest extent possible under the law.
Assignment
This Agreement and the rights and obligations hereunder may not be assigned by
you without prior written consent of Tallmenshoes.com.
Reservation of Rights
Tallmenshoes.com may terminate this Agreement at any time if your site is
determined (at our sole discretion) to be unsuitable for the Program, even if
your site has not changed since the time that your Affiliate Program application
was accepted. Tallmenshoes.com also reserves the right to monitor Affiliate sites
at any time to determine whether they are in compliance with this Agreement.
Governing Law
This Agreement will be governed by the laws of the United States and the State
of California, 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 City of Industry, California, 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 a
provision or any other provision of this Agreement.