By becoming a member of the JuJups Site, you are automatically enrolled in the Program. We may discontinue your participation in the Program if we determine (in our sole discretion) that Your Site is unsuitable for the Program for any reason, including, but not limited to, sites that:
For Your Site(s) we will make available to you button links and/or text links that have a unique URL for use as a link to the JuJups Site, containing JuJups's logo and words identifying JuJups (collectively referred to herein as the "Link(s)"), which subject to the terms and conditions hereof, you may display on Your Site. You may also use Your Affiliate URL on Your Site or any other promotional materials for purposes of sending users to the JuJups Site. In utilizing the Links and Your Affiliate URL, you agree that you will cooperate fully with us in order to establish and maintain the Links and shall display such Links and Your Affiliate URL and any Affiliated graphic images prominently throughout Your Site and on other promotional materials. The Link may only be modified and/or expanded with our prior written consent. Each Link connecting users of Your Site to the JuJups Site, will in no way alter the look, feel or functionality of the JuJups Site. We have the right in our sole discretion to monitor Your Site at any time and from time to time to determine if you are in compliance with the terms of this Agreement.
We will place a thirty-day cookie in the browser of each user each time such user visits the JuJups Site via the Links or Your Affiliate URL. Users may block or delete such cookie and the possible replacement of such cookie as a result of the user entering the JuJups Site from a different destination or such blocking or deletion of the cookie may result in our inability to place or detect the cookie.
We will pay you referral fees equal to ten percent (10%) (the "Referral Fee Rate") of the Net Referral Sales we receive from users of Your Site who purchase Products by
The Referral Fee Rate is subject to change at any time or from time to time, in our sole and absolute discretion. You will be notified of any change in the Referral Fee Rate, pursuant to the provisions of Section 9 of this Agreement. No referral fee will be paid if the visitor to the JuJups Site cannot be tracked by our system. If a visitor previously visited the JuJups Site via the Link on Your Site or Your Affiliate URL and then later returns to the JuJups Site via another Link or Affiliate URL, then referral fees will be paid to the party which most recently referred the visitor.
Only Products that are sold by us (as a result of Links to the JuJups Site), shipped to a customer and for which we have received full payment will qualify for a referral fee. For a sale to generate a referral fee, the customer must follow a Link to the JuJups Site or access the JuJups Site via Your Affiliate URL, purchase the product or products in question using our online ordering system, accept delivery of the item at the shipping destination, and remit full payment to us.
We will pay you referral fees (at the Referral Fee Rate) on a monthly basis. Approximately forty-five (45) days following the end of each month, we will send you a check or payment by email as we determine for the commissions and/or fees earned on Products that we shipped during that month, less any taxes that we are required by law to withhold. If the referral fees payable to you for any month are less than fifty dollars ($50.00) (the "Referral Fee Floor"), we will hold those referral fees until the total amount due is at least equal to the Referral Fee Floor. The Referral Fee Floor is subject to change at any time or from time to time, in our sole and absolute discretion. You will be notified of any change in the Referral Fee Floor, pursuant to the provisions of Section 9 of this Agreement.
Customers who buy products through this Program will be deemed to be customers of JuJups. Accordingly, all JuJups rules, policies, and operating procedures concerning customer orders, customer service, and product sales 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. Product prices and availability may vary from time to time. Because price changes may affect Products that you already have listed on Your Site, you may not include price information in your Product descriptions. We will try to present accurate information, but we cannot guarantee the availability or price of any particular product.
You are responsible for the development, operation and maintenance of Your Site and for all materials that appear on Your Site. We have no responsibility for the development, operation and maintenance of Your Site and for all materials that appear on Your Site. You also are responsible for ensuring that materials posted on Your Site do not violate or infringe upon the rights of any third party (including, without limitation, copyrights, trademarks, privacy, or other personal or proprietary rights), and ensuring that materials posted on Your Site are not libelous or otherwise illegal. You must have express permission to use another party's copyrighted or other proprietary material. We will not be responsible if you use another party's copyrighted or other proprietary material in violation of any applicable law, rule, regulation, order judgment or decree.
You will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees and expert witness fees) relating to the development, operation, maintenance, and contents of Your Site.
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 party notice of termination. Notice by e-mail, to your address on our records, is considered sufficient notice for us to terminate this Agreement. If this Agreement is terminated because you have violated the terms of this Agreement or if this Agreement is terminated because Your Site violates any Content Restrictions set forth in Section 1, you are not eligible to receive any commission payments, even for commissions earned prior to the date of termination. If this Agreement is terminated for any other reason, you are only eligible to earn commissions on sales occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid by the customer to us.
We may modify any terms or conditions contained in this Agreement, at any time and in our sole discretion. Notice of any change by e-mail, to your address on our records, and/or the posting on the JuJups Site of a change notice or a new agreement, is considered sufficient notice for notifying you of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available referral fees, referral schedules, payment procedures, and Program rules. All such modifications shall take effect 48 hours after we serve notice as provided above, unless we indicate otherwise. 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 THE JUJUPS SITE OR RECEIPT OF AN EMAIL NOTICE OF THE CHANGE, WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
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.
You hereby grant us the right to issue press releases relating to the Program and the fact that you are a member of the Program, without seeking your prior consent.
We may disclose to you certain information as a result of your participation as part of the Program, which information we consider to be confidential (herein referred to as "Confidential Information"). For purposes of this Agreement, the term "Confidential Information" shall include, but not be limited to, any modifications to the terms and provisions of this Agreement made specifically for Your Site and not generally available to other members of the Program, JuJups Site, business and financial information relating to JuJups customer and vendor lists relating to JuJups and pricing and sales information for JuJups and any members of the Program, other than you. Confidential Information shall also include any information that we designate as confidential during the term of this Agreement. You agree not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and secret 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 or if same is required by law or legal process. We make no warranty, expressed or implied, with respect to any information delivered hereunder, including implied warranty of merchantability, fitness for a particular purpose or freedom from patent, infringement of any third party rights, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information and we shall not have any liability to you or to any other person resulting from your or such third person's use of the information.
You agree to indemnify, defend and hold harmless JuJups its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim or threatened claim that our use of the Affiliate Trademarks infringes on the rights of any third party; (ii) the breach of any representation or warranty made by you herein; (iii) or any claim related to Your Site; or (iv) any unauthorized use of button links, text links or other artwork or materials supplied to you by us.
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 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.