AgreementThis RaiderOriginals.com Terms and Conditions for Affiliate Network, including all exhibits and attachments hereto and incorporated herein by reference (the "Agreement"), contains the complete terms and conditions that apply to a party's participation as an affiliate in the Affiliate Network of RaiderOriginals.com (the "Program"). As used in this Agreement, "we", "us", or "RaiderOriginals.com" means Raider Originals LLC (and any related entities), and "you" means the applicant party. "Site" means a World Wide Web site and, depending on the context, refers either to the RaiderOriginals.com Site or to the portion of the RaiderOriginals.com Site that you will link to using Qualifying Links as defined in Section 2 of this Agreement.
1. Enrollment in the ProgramYou may submit a completed Program application to begin the enrollment process ("Application"). Submission of your Application to the RaiderOriginals.com Affiliate Program implies acceptance to the terms set forth in this Agreement. We will evaluate your Application and notify you of your acceptance or rejection. We may reject your Application if, in our sole discretion, we determine for any reason that your website is unsuitable for the Program. Unsuitable websites include, but are not limited to, those that:
- Promote sexually explicit material;
- Promote violence or hate toward any persons or groups;
- Promote illegal activities;
- Promote alcohol, tobacco, gambling/lottery in any way;
- Promote the use of pyramid, "ponzi", or similar investment schemes;
- Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
- Contain, in our sole judgment, material that is defamatory, fraudulent, or harassing to us or any third party;
- Include "Raider Originals" or variations or misspellings thereof in their domain names;
- Otherwise violate intellectual property rights of RaiderOriginals.com, Raider Originals LLC or its suppliers;
- Disparage RaiderOriginals.com, affiliates, or their suppliers;
- Are under construction or not live at the time of Application;
- Provide a portion of their Referral Fees (as defined in Section 5) to websites or organizations that would violate any of the above criteria.
3. ProhibitionsYou understand and acknowledge that this Agreement is made between you and Raider Originals LLC and is solely for the purpose of allowing you to link to the RaiderOriginals.com Site. As a condition to your acceptance and participation in the Program, you agree to the following prohibitions: A. General Prohibitions. You may NOT:
- engineer any website containing a Qualifying Link in such a manner that pulls Internet traffic away from RaiderOriginals.com;
- publish, link to, sell, otherwise distribute, or place a Qualifying Link on the same page or in close proximity to any Objectionable Content. For purposes of this Agreement, "Objectionable Content" means any material, including textual, audio or video material, which is offensive (including hate speech or violence against a particular group of people); contains any nudity, explicit violence or sexual material; contains depictions of violent or sexual acts; is defamatory to any group or individual; or promotes alcohol, tobacco, or gambling/lottery;
- attempt to modify or alter our Site in any way;
- make any representations, either express or implied, or create an appearance that a visitor to your website is visiting our Site, e.g., "framing" or "wrapping" the Site in any manner without first obtaining in advance our express written permission. Such requests must be made in writing and sent to firstname.lastname@example.org;
- "scrape" or "spider" the Site or any other websites for content (such as images, logos or text);
- employ, use or place any web browser add-ons, toolbars or pop-ups on your website;
- link any Qualifying Link to any website other than our Site, including, for example, your own website;
- bid on our Trademarks at any website that provides search engine services and that results in driving traffic to any website, other than our Site, including your website;
- engage in any direct or indirect relationships with ISPs and/or mobile carriers that results in the delivery or act of address bar keyword and URL error trafficking (e.g., a user mistypes a web address in the ISP's address bar or search bar, and, as a result, is redirected to a web page that contains a Qualifying Link that directs the user to sites like RaiderOriginals.com).
- employ the use of any type of software download or technology which attempts to intercept or redirect traffic or Referral Fees to or from any website;
- use any Trademark (as defined in Exhibit A), or any Licensed Materials (as defined in Section 2), provided to you as a result of your participation in the Program to advertise or engage in services which result in a sale occurring on your website, whether or not you then have the item fulfilled through RaiderOriginals.com;
- without the prior written approval of Raider Originals LLC, use any Trademark, or any Licensed Material in an advertisement that is not created or provided by Raider Originals LLC in any way that might suggest or imply or mislead or is likely to mislead a visitor to your website into believing that RaiderOriginals.com or Raider Originals LLC was the creator or sponsor of such advertisement;
- employ, use, or receive any direct or indirect benefit from, any "cookie stuffing" methods (e.g., use of "cookie stuffing" to cause our tracking systems to conclude that a user has clicked through a Qualifying Link - and to pay commissions accordingly - even if the user has not actually clicked through any such link);
- install spyware on another person’s computer; cause spyware to be installed on another person’s computer, or use a context based triggering mechanism to display an advertisement that partially or wholly covers or obscures paid advertising other content on a website in a way that interferes with a person’s ability to view that website;
- display any material on a website containing a Qualifying Link which contains viruses, Trojan horses, worms, time bombs, cancel bots or other similar harmful or deleterious programming routines;
- without the prior written approval of Raider Originals LLC, use any widgets on your website that: (a) include any Trademarks (as defined in Exhibit A); (b) include any Licensed Materials (as defined in Section 2); or (c) directly or indirectly send traffic to RaiderOriginals.com;
- post, publish, link to or place a Qualifying Link on the Raider Originals Facebook Page;
- forward, redistribute, or otherwise repurpose any or all Qualifying Links to any third party;
- purchase products or services sold or promoted on RaiderOriginals.com through a Qualifying Link for resale or commercial use of any kind.
- generate or use Electronic Communication using or containing Trademarks (as defined in Exhibit A), or any variation or misspelling thereof, or products, or any of the Qualifying Links or URLS provided to you as part of the Program;
- send any other Electronic Communication that in any way suggests or implies or misleads or is likely to mislead (including without limitation, via the return address, subject heading, header information or message contents) a recipient into believing that RaiderOriginals.com, Raider Originals LLC or any related entity was the sender or sponsor of such Electronic Communication or procured or induced you to send such Electronic Communication;
- forward, redistribute, or otherwise repurpose any Electronic Communication that RaiderOriginals.com sends to its affiliates and/or customers; and
- generate or send any unsolicited Electronic Communication (spam) under this Agreement
- use the Trademarks in any manner not expressly authorized by this Agreement.
- use the Trademarks, or any variation or misspelling thereof, in metatags, hidden text or source code, in your domain name or any other part of your URL as further detailed in Exhibit A;
- bid on keywords as further detailed in Exhibit A;
- bid on our Trademarks at any website that provides search engine services and that results in driving traffic to any website, other than our Site, including your website;
- use RaiderOriginals.com or Raider Originals LLC's vendors or suppliers' logos, trade names, trademarks, graphic images, product images, product references and similar identifying material unless expressly and specifically provided by Raider Originals LLC for use in the Program, unless used within a keyword string (i.e. Raider Originals T-Shirts).
4. Referral FeesWe will pay you Referral Fees on certain product sales to third parties generated from our Site only. For a product sale to generate a Referral Fee, the customer must
- use a browser that has its cookies setting enabled;
- follow a Qualifying Link (in the format specified by Raider Originals LLC) from a site to the RaiderOriginals.com site;
- purchase the product using our automated ordering system;
- accept delivery of the product at the shipping destination; and
- remit full payment to us.
5. Referral Fee ScheduleYou will earn Referral Fees based on the sale price of Qualifying Products (as defined above), according to fee schedules to be established by us. "Sale price" means the sale price listed on our Site and excludes costs for shipping, handling, gift-wrapping, rebates, refunds, returns, chargebacks, cancellations and taxes. The current Referral Fee Schedule is available to you through the affiliate portal available to all members of the Program ("Affiliate Portal"). Because of the volume and breadth of items that we carry on our Site and our practice of continuing to add new items over time, certain items may not be listed in the Referral Fee database at the time purchases are made through your website. In addition, we reserve the absolute right and discretion to exclude items from our Referral Fee database. Therefore, you acknowledge and agree that we cannot and do not warrant or guarantee that you will be paid a referral fee on any item(s) or that all items eligible for a referral fee will be paid in accordance with the Referral Fee Rates listed on the Affiliate Portal. You acknowledge that in such circumstances, you will accept the Referral Fee Rates and payouts actually paid to you. We reserve the right, at our sole discretion, to change, modify, add or remove portions of this Referral Fee Schedule, at any time. If you have any questions concerning whether a certain item is eligible for a referral fee, please contact email@example.com.
6. Referral Fee PaymentApproximately 30 days following the end of each calendar month, you will receive a check for the Referral Fees earned on products that were shipped during that month, less any taxes that we are required by law to withhold from the final payment to you. If a customer returns a product that generated a Referral Fee, you will see a deduction for the corresponding Referral Fee from your next monthly payment; if there is no subsequent payment, you will receive an invoice for the Referral Fee payable within thirty (30) days of your receipt of the invoice. All determinations of Qualifying Links and whether a Referral Fee is payable will be made by our platforms and/or Raider Originals LLC and will be final and binding.
7. Policies and PricingCustomers who buy products through this Program will be deemed to be customers of Raider Originals LLC without affecting their status as your customer. Accordingly, all Raider Originals LLC rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers with respect to their transactions at RaiderOriginals.com. We may change our policies and operating procedures at any time consistent with applicable laws. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. You may include current price information in your product descriptions only if such information is provided to you by Raider Originals LLC, provided that any price information must be accompanied with a statement on your website indicating to the user that in the event of any price difference between your website and RaiderOriginals.com, the price listed on RaiderOriginals.com will govern. We will use commercially reasonable efforts to present current and accurate information, but we cannot guarantee the availability or price of any particular product.
8. Limited License; RestrictionsWe grant you a limited, nonexclusive, nontransferable, revocable right to access our Site through the Qualifying Links solely in accordance with the terms of this Agreement and solely in connection with the Licensed Materials (as defined in Section 2), only as provided to you by us, through our platform, or by other means selected by us, and solely for the purpose of identifying your website as a Program participant and to assist in generating the sale of Raider Original LLC products. You acknowledge that this Agreement does not provide you with any intellectual property rights in the Licensed Materials other than the limited rights contained herein. We reserve all of our rights in the Licensed Materials and of our other proprietary rights. You may not sublicense, assign or transfer any such licenses for the use of the Licensed Materials, and any attempt at such sublicense, assignment or transfer is void. We may terminate your license to use the Licensed Materials for any reason at any time in our sole and absolute discretion. You agree to follow our Trademark Requirements in Exhibit A, as those may change from time to time. We may revoke your license at any time by giving you written notice.
9. Responsibility for Your Website or a Third Party Website on which you place a Qualifying Link ("Third Party Site")You will be solely responsible for the development, operation, and maintenance of your website and for all content that appears on your website. For example, you will be solely responsible for:
- the technical operation of your website and all related equipment;
- creating and posting product descriptions on your website or a Third Party Site and linking those descriptions to our Site;
- updating product information, content and item descriptions (including, but not limited to, product price and availability) within 24 hours of any update of such product information, content and/or item description at RaiderOriginals.com;
- the accuracy, timeliness and appropriateness of content posted on your website (including, among other things, all product-related materials);
- ensuring that materials posted on your website or a Third Party 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), or any term of this Agreement;
- monitoring your website content and the content of a Third Party Site to ensure your website or the Third Party Site does not publish, link to, sell or otherwise distribute Objectionable Content (as defined in Section 3);
- removing any Licensed Materials and Trademarks from your website or a Third Party Site as soon as any Objectionable Content appears on the website
- notifying us of any Objectionable Content that appears or appeared on your website or a Third Party Site at any time during your participation in the program, within six (6) hours of its appearance, even if you immediately removed the Objectionable Content per the requirements of this Agreement or for any other reason;
- ensuring that content posted on your website or a Thrid Party Site is not libelous or otherwise illegal; and
- notifying us of any malfunctioning of the Qualifying Links or other problems with your participation in the Program in accordance with the terms of this Agreement.
10. Term of the AgreementThe term of this Agreement will begin upon our acceptance of your Application and will end when terminated by either party. You may terminate this Agreement at any time, with or without cause, by giving us (five) 5 days prior written notice of termination. We may terminate this Agreement immediately at any time, with or without cause, by giving you written notice of termination. Upon termination, all RaiderOriginals.com related content and links shall be promptly removed from your website. You are only eligible to earn Referral Fees on sales of Qualifying Products occurring during the term, and fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. In the event overpayment is made by us, you agree to promptly remit such excess payment upon notification by us. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
11. ModificationWe may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our Site. We will also make commercially reasonable efforts to notify you of such changes prior to or upon implementation. Modifications may include, for example, changes in the scope of available Referral Fees, Referral Fee 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 OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE AND/OR SENDING YOU THE CHANGE NOTICE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
12. Relationship of PartiesYou 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 website or otherwise, that reasonably would contradict anything in this Section.
13. IndemnificationYou acknowledge that by entering into and performing its obligations under this Agreement, we do not assume and should not be exposed to the business and operational risks associated with your business, or any aspects of the operation or content of your website(s). Accordingly, in addition to any other indemnification obligations contained in this Agreement, you shall protect, defend, hold harmless and indemnify us and our parent or related entities from and against any and all claims, actions, liabilities, losses, costs and expenses, even if such claims are groundless, fraudulent or false (including court costs and reasonable attorneys' fees) incurred as a result of claims of customers or other third parties against us and our affiliates, licensors, suppliers, officers, directors, employees and agents arising from or connected with any of the content or activities of your website (including without limitation any activities or aspects thereof or commerce conducted thereon) or related business, or your misuse, unauthorized modification or unauthorized use of the services or materials provided by us hereunder.
14. Limitation of LiabilityWe 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 Fees paid or payable to you under this Agreement.
15. DisclaimersWe 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, 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; however, we will make commercially reasonable efforts to correct errors or interruptions promptly.
16. Independent InvestigationYOU 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 REPRESENTATIONS, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
17. MiscellaneousThis Agreement will be governed by the laws of the United States and the state of Maryland, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts having jurisdiction and venue in Maryland 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 or agreement not to enforce your strict performance of any provision of this Agreement in a given instance will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
18. PublicityYou shall not create, publish, distribute, make or permit any public announcement of this Agreement or the relationship contemplated hereunder, (including, but not limited to, any press release, client list, screen shot, advertisement or any promotional material) without first submitting such material to us and receiving our written approval, which we may withhold in our sole discretion.
19. ConfidentialityExcept as otherwise provided in this Agreement or with our prior written consent, you agree that all information including, without limitation, the terms of this Agreement, our business and financial information, our customer lists and purchase history, and our pricing and sales information, shall remain strictly confidential and shall not be utilized, directly or indirectly, by you for your 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 you or your affiliates. Notwithstanding the foregoing, you may deliver a copy of any such information (a) pursuant to a subpoena issued by any court or administrative agency, (b) to your accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation or legal process, upon written notification to Raider Originals LLC.
20. Remedies to Raider Originals LLCViolation of any of the terms or prohibitions contained in this Agreement may result in, among other things, (a) the immediate termination of this Agreement; (b) the withholding of Referral Fees due to you; or (c) the commencement of an action by Raider Originals LLC against you seeking, without limitation, injunctive relief, recovery of actual, statutory or punitive damages. We have the right in our sole and absolute discretion to monitor your website at any time and from time to time to determine if you are in compliance with the terms of this Agreement, and you agree to provide us with unrestricted access to your website for such purpose.
Exhibit A - Trademark RequirementsThese requirements apply to your use of RaiderOriginals.com and other trademarks and service marks belonging to Raider Originals LLC or other related entities (the "Trademarks") in content that has been approved by us.
- You may use the Trademarks only for purposes expressly authorized by us.
- You may not modify the Trademarks in any manner. For example, you may not change the proportion, color, or font of the Trademarks.
- You may not display the Trademarks in any manner that implies endorsement of your website or business by RaiderOriginals.com outside of your involvement in the Program.
- You may not use the Trademarks to disparage Raider Originals.com, its products or services, or in a manner which, in our reasonable judgment, may diminish or otherwise damage our good will in the Trademarks.
- Each Trademark must appear by itself, with reasonable spacing (at least the height of the Trademark) between each side of the Trademark and any other graphic or textual image. You may place the RaiderOriginals.com name or logo adjacent to competitive brands, subject to the requirements of this Agreement, including prohibitions against objectionable material and websites.
- You must use the TM symbol next to the trademarks. You must use the SM symbol next to the service marks.
- You acknowledge that all rights to the Trademarks are our exclusive property and all goodwill generated through your use of the Trademarks will inure to our benefit.
- YOU MAY NOT USE THE TRADEMARKED NAMES, RAIDER ORIGINALS, RAIDERORIGINALS.COM, OR ANY VARIATIONS OR MISSPELLINGS THEREOF, IN ANY MANNER INCLUDING KEYWORD BIDDING ON SEARCH ENGINES; YOU MAY NOT USE RAIDER ORIGINALS, RAIDERORIGINALS.COM, OR ANY VARIATION OR MISSPELLINGS THEREOF, IN METATAGS OR TO DIRECT TRAFFIC TO ANY WEBSITE OTHER THAN OUR SITE; YOU MAY NOT USE RAIDER ORIGINALS, RAIDERORIGINALS.COM, OR ANY VARIATIONS OR MISSPELLINGS THEREOF, IN HIDDEN TEXT OR SOURCE CODE; YOU MAY NOT USE RAIDER ORIGINALS, RAIDERORIGINALS.COM, OR ANY VARIATIONS OR MISPELLINGS THEREOF, IN YOUR DOMAIN NAME OR ANY OTHER PART OF YOUR UNIVERSAL RECORD LOCATOR.
- You may not bid on any keyword or on any Pay per Click Search Engines (PPCSEs) where such keyword is one of our Trademarks or any variation or misspelling of one of our Trademarks (see the non-exclusive list of examples set forth below in Section 15). Further, you may not bid on any word or term that is confusingly similar to any of our Trademarks standing alone. You may, however, bid on keyword strings that incorporate our Trademarks (e.g., "RaiderOriginals.com T-Shirts", "Raider Originals Hats"); provided, however, that such permissible keyword strings must be used in a manner that directs traffic only to our Site.
- You may not employ any "fat finger" domains or typosquatters redirecting web traffic to your website. A typosquatter for "fat finger" domain is any domain that amounts to misspellings of any registered or unregistered Trademarks.
- You may not use the Trademarks alongside or in conjunction with the following terms: "percent (%) off", "sale",or "coupons".
- Raider Originals LLC may, in its sole discretion, terminate you or withhold payment of your Referral Fees for the days that we determine that you were bidding in violation of the keyword bidding requirements above.
Exhibit B - Networks & Sub-AffiliatesThese requirements apply to your use of the Program as a Network. A "Network" is defined as any affiliate that operates one or more websites as sub-affiliates through one (1) Application to the Program.
- You agree to all the terms and conditions of this Agreement, including all attached Exhibits, on behalf of all sub-affiliates operating under the Network and are responsible for any action or inaction by such sub-affiliates.
- You must seek prior written approval from Raider Originals LLC before choosing to operate as a Network. Such requests must be made in writing and sent to firstname.lastname@example.org
- You must provide to Raider Originals LLC a list of all sub-affiliates working within your Network within twenty-four (24) hours of any request from Raider Originals LLC.
- Any violation of this Agreement by any sub-affiliate may result in immediate termination of the entire Network from the Program.