ArtScroll.com Referral Program Operating Agreement
This Agreement contains the complete terms and conditions that apply to an individual's
or entity's participation in the ArtScroll.com Referral Program (the "Program").
As used in this Agreement, "we" means ArtScroll.com, "you" means the applicant.
"Site" means a World Wide Web site and, depending on the context, refers either
to ArtScroll.com's site or to the site that you will link to our site.
1. Enrollment in the Program
To begin the enrollment process, you will submit a complete Program application
via our site. We will evaluate your application in good faith and will notify you
via email when you are approved. Once you have been approved, we will automatically
generate an account for you, so that you can start earning money immediately. We
may terminate your account at any point if we determine (in our sole discretion)
that your site is unsuitable for the Program.
Unsuitable sites include, but are not limited to, sites that:
- promote sexually explicit materials
- promote violence
- promote discrimination based on race, sex, religion, nationality, disability, sexual
orientation, or age
- promote illegal activities violate intellectual property rights
2. Linking to Our Site
You will provide a special link from your site to the ArtScroll.com website. You
may link to any page within our site that you desire. If your site discusses a particular
book, category or author, you may link directly to the relevant pages. You will
receive your percentage of the sale regardless of which page you link to, as long
as your link is generated properly.
3. Order Processing
We will process orders placed by customers who follow special link from your site
to the ArtScroll.com on-line catalog. 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. We will track sales made to customers who purchase
items using special links from your site to our website and will send you an electronic
confirmation of each sale to the email address that you supply with your application.
To permit accurate tracking, reporting, and fee accrual, you must ensure that the
special links between your site and our site are properly formatted.
4. Referral Fees
We will pay you referral fees on certain book sales to third parties. For a sale
to generate a referral fee, the customer must follow a special link from your site
to our online catalog, purchase products using our on-line automated ordering system
(to the exclusion of phone or mail orders), accept delivery of the book at the shipping
destination, and remit full payment to us. We will pay referral fees on all items
that are added to a customer's Shopping Cart as long as they followed your special
link from your site to our catalog and they are shipped and retained by the customer.
The Program is intended for commercial use only, and you may not purchase books
through the Program for your own use. Such purchases may result (in our sole discretion)
in the withholding of referral fees 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
Special Links on your site to access the ArtScroll.com Site (e.g., by implementing
any "rewards" program for persons or entities who use Special Links on
your site to access the ArtScroll.com 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 the ArtScroll.com
Site; (d) make any orders or engage in other transactions of any kind on the ArtScroll.com
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) other
than providing Special Links on your site in accordance with this Agreement, post
or serve any advertisements or promotional content promoting the ArtScroll.com Site
or otherwise around or in conjunction with the display of the ArtScroll.com Site
(e.g., through any "framing" technique or technology or pop-up or pop-under
windows), or assist, authorize, or encourage any third party to take any such action;
(g) attempt to intercept or re-direct (including, without limitation, via user-installed
software) traffic from or on, or divert referral fees from, any web site that participates
in the Program; or (h) seek to purchase or register any keywords, search terms or
other identifiers that include the word "artscroll" or variations thereof
(for example "art scroll", etc.) ("Proprietary Terms") for use
in any search engine, portal, sponsored advertising service or other search or referral
service. From time to time we may request that you cause any applicable Web search
provider to exclude Proprietary Terms from keywords used to display your advertising
content in association with search results, assuming the provider of such Web search
engine offers such exclusion capabilities. If we determine, in our sole discretion,
that you have engaged in any of the foregoing activities or, as the case may be,
refused promptly to comply with a request from us to exclude Proprietary Terms from
any keyword as mentioned above, 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. Fee Schedule
You will earn referral fees based on the sale price of qualifying products, according
to fee schedules to be established by us. Sale price means the actual sale price
after the online discount that appears on the ArtScroll.com website and excludes
costs for shipping, handling, gift wrapping, and taxes. The current fee schedule
is: 15% of the net sale price of any item on the ArtScroll.com website! Sales of
items listed in our catalog or in search results as "not available" currently are
not eligible for referral fees. Temporarily out of print items will generate referral
fees, if and when they actually ship.
6. Fee Payment
We will pay you referral fees on a quarterly basis. Approximately 30 days following
the end of each calendar quarter, we will send you a check for the referral fees
earned on products that were shipped during that quarter, less any taxes that we
are required by law to withhold. However, if the fees payable to you for any calendar
quarter are less than $100.00, we will hold those fees until the total amount due
is at least $100.00 or (if earlier) until this Agreement is terminated. If a book
that generated a referral fee is returned by the customer, we will deduct the corresponding
fee from your next quarterly payment. If there is no subsequent payment, we will
send you a bill for the fee.
7. Policies and Pricing
Customers who buy products through this Program will be deemed to be customers of
ArtScroll.com. Accordingly, all ArtScroll.com rules, policies, and operating 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 sold under this Program in
accordance with our own pricing policies. Prices and availability may vary from
time to time. Because price changes may affect products that you may refer to on
your site, you should not include price information on your site for these products.
8. Terms of the Agreements
The terms 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. You are only eligible to earn referral fees on sales 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. We may withhold your final
payment for a reasonable time to ensure that the correct amount is paid.
We 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. Modifications may include, for example, changes in the scope of available
referral fees, 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 WILL CONSTITUTE BINDING ACCEPTANCE
OF THE CHANGE.
10. 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.
11. 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 fees paid or payable to you under to this Agreement.
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, 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.
13. 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
New York, 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 New
York, NY 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. back to main Associates