PLEASE READ THE TERMS AND CONDITIONS BELOW. YOU AND COWGOMOO WILL HAVE ENTERED INTO AN AGREEMENT ONLY IF YOU ARE PROVIDED WITH NOTICE THAT COWGOMOO HAS ACCEPTED YOUR AFFILIATE PROGRAM APPLICATION. ANY SUCH AGREEMENT WILL BE SUBJECT TO THESE TERMS AND CONDITIONS. COWGOMOO MAY CHOOSE TO REJECT YOUR APPLICATION FOR ANY REASON IN ITS SOLE DISCRETION.
COWGOMOO AFFILIATE PROGRAM TERMS AND CONDITIONS
This Agreement sets forth the terms and conditions under which CowGoMoo Web Solutions makes the CowGoMoo Affiliate Program available to you. By becoming a CowGoMoo Affiliate and using the Affiliate Program you agree to be bound by and follow all terms and conditions set forth in this Agreement. If you do not agree to be bound by this Agreement, your sole option is not to participate in the Affiliate Program.
CowGoMoo reserves the right to add, delete and/or modify any of the terms and conditions contained in this Agreement, at any time and at its sole discretion, by posting a change notice or a new agreement on the CowGoMoo website. In the event of substantive changes to the terms of this Agreement, you may be notified by email. If any modification is unacceptable to you, your only recourse is to terminate this Agreement and your participation in the Affiliate Program. Your continued participation in the Affiliate Program following posting of a change notice or new agreement on the CowGoMoo website will constitute binding acceptance of the changes.
CowGoMoo and its Affiliate partners are entering into a simple business agreement in the best interests of both parties. Both parties are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship, or the relationship of principal and agent between the parties. You understand that you do not have authority to make or accept any offers or make any representation on behalf of CowGoMoo.
1. Becoming a CowGoMoo Affiliate
1.1 Eligibility. CowGoMoo will only knowingly provide the Affiliate Program to parties that can lawfully enter into and form contracts under applicable law. If you are under the age of 18, but at least 13 years of age, you may participate in the Affiliate Program only under the supervision and consent of a parent or legal guardian who agrees to be bound by this Agreement. The Affiliate Program is not intended for children under the age of 13.
1.2 Opening an Account. To become an Affiliate and have the right to participate in the Affiliate Program, you must enroll in the Affiliate Program by opening an Affiliate account with CowGoMoo through our online registration process.
1.3 PayPal account. Our affiliate commissions are paid via PayPal and you will need to have a valid PayPal account in order for commissions to be paid to you.
1.4 Contact Information. You must provide CowGoMoo with accurate and complete contact and payment information when you open an Account and create your profile. You must immediately notify CowGoMoo if any of your contact or payment information changes. If you do not provide CowGoMoo with complete, accurate, and updated contact information, you may not be eligible to receive commissions based on your participation in the Affiliate Program.
1.5 Account Security. You will need to select a password if you open an Account. You will be solely and exclusively responsible for keeping your password confidential and all use of your password and Account, including, without limitation, any use by any third party. You must notify CowGoMoo immediately if you believe your password has been or may be obtained or used by any unauthorized person or entity. In addition, you must notify CowGoMoo immediately if you become aware of any other breach or attempted breach of the security of your Account or the CowGoMoo Service.
2. Your Obligations
2.1 You must use the Affiliate Program in a manner that demonstrates common sense and respect for the rights of CowGoMoo and third parties. You are solely responsible for the development, operation and maintenance of Your website and for all materials and content that appear on Your website. CowGoMoo will not be responsible for any of the foregoing. You agree to indemnify, defend and hold CowGoMoo harmless from all damages, claims, fees (including reasonable attorneys' fees)and expenses arising from third party claims relating to the development, operation or maintenance of Your site.
2.2 Special Links. As a member of the Affiliate Program, CowGoMoo will provide you with special "tagged" link formats ("Special Link(s)") to be used in linking to the CowGoMoo website. The Special Links will enable tracking, reporting, and commission calculations. You must ensure that each of these links properly utilize the Special Link formats. You will only earn commissions on activities occurring on the CowGoMoo website if such activity was originated from properly formatted Special Links. CowGoMoo will not be liable to you for any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts, which may otherwise be paid to you pursuant to this Agreement.
2.3 Use of Special Links. CowGoMoo will provide you with the Special Links and graphical artwork to use in linking to the CowGoMoo website. You must use the Special Links in accordance with the terms and conditions in this Agreement and the Affiliate Guidelines.
3. Customers Purchasing Via the Affiliate Program.
3.1 Order Processing and Reporting. CowGoMoo will process all product orders placed by customers who follow Special Links to the CowGoMoo website. CowGoMoo reserves the right to reject orders that do not comply with any requirements that CowGoMoo has and may periodically establish. CowGoMoo will be responsible for all aspects of order processing and fulfillment. Among other things, CowGoMoo will prepare order forms, process payments and handle customer service. CowGoMoo will track sales made to Customers who purchase products using Special Links from your web site to the CowGoMoo website and will make available to its Affiliates reports summarizing sales activity.
3.2 Customers. Customers who buy products through the Affiliate Program will be deemed to be customers of CowGoMoo. Accordingly, all of the CowGoMoo rules, policies, and operating procedures concerning customer orders, customer service and product sales will apply to those Customers. CowGoMoo may change its policies and operating procedures at any time. Product prices and availability may vary from time to time, and such price changes may affect products that you already have listed on your web site. CowGoMoo will use commercially reasonable efforts to present accurate information, but CowGoMoo cannot guarantee the availability or price of any particular product.
4. Affiliate Commissions
CowGoMoo will pay your commission in accordance with this Agreement and the Affiliate Plan that you are assigned. CowGoMoo will pay you a commission on qualifying sales originating from Special Links on your website or webspace in accordance with the then current Affiliate Plan. CowGoMoo will not pay for visits or "hits" or number of clicks.
5. Payment of Commissions.
5.1 Tax Information. In order to receive your Commissions you must provide your taxpayer information to CowGoMoo as required by the IRS. If CowGoMoo does not have your current taxpayer information on file for a particular year, payments due to you under this Agreement will not be made until December 31st of such year, and all of such payments will be subject to a 30% backup withholding which will be submitted to the IRS.
5.2 Payment Terms. CowGoMoo will pay you Commissions on a monthly basis via PayPal (our preferred method of payment). We will not send Commissions via money orders or wire transfers.
6. Identifying Yourself As An Affiliate.
6.1 Logo. CowGoMoo will make available to you a small graphic image that identifies you as a CowGoMoo Affiliate Program participant. You must display this logo or the phrase "In affiliation with CowGoMoo" somewhere on your web site or web space. CowGoMoo may modify the text or graphic image of this notice from time to time. In addition, CowGoMoo encourages (but does not require) you to include a Special Link on your web site to the CowGoMoo home page at http://www.flowtoys.com.
6.2 All other Communications. Except as provided for in the Affiliate Guidelines, you may not make any press release with respect to this Agreement or your participation in the Affiliate Program without CowGoMoo prior written consent, which may be given or withheld in its sole discretion.
7. Limited Licenses.
All copyrighted material and trademarked names and logos used in accordance with this Agreement by either or both parties remain the exclusive intellectual property of the respective originating or issuing parties. No transference of intellectual property ownership or conveyance of rights is intended or conferred in this Agreement. Sales and interests in this Agreement may not be transferred or sold to any other entity and all business between the parties is subject to the terms of this Agreement. Both parties will be held to confidence in any matters of business with regard to this Agreement.
8. Indemnification.
You shall indemnify and hold CowGoMoo harmless from any and all legal actions, damages or liabilities incurred from your day-to-day operations. Under no circumstances will CowGoMoo be liable whether in tort, contract or otherwise for indirect, incidental, consequential, special or exemplary damages (including but not limited to damages for any loss of revenue, profits, business interruption, loss of business information or data, loss of goodwill, work stoppage, hardware or software failure, or other pecuniary loss) arising from or relating to any provision of this Agreement or the program.
9. Term and Termination.
9.1 Term. The term of this Agreement will begin upon Flowtoy’s acceptance of your Affiliate Program application and will end when terminated by either party.
9.2 CowGoMoo Termination. In its sole discretion, CowGoMoo may terminate your participation in the Affiliate Program and terminate your Account. If CowGoMoo determines, in its sole discretion, that you are abusing the system, the CowGoMoo Affiliate Program, CowGoMoo may (without limiting any other rights or remedies available to it) withdraw your participation and withhold any Commissions payable to you.
9.3 Effect of Termination. You can only earn Commissions 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. CowGoMoo may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your web site, all links to the CowGoMoo website, product images from the CowGoMoo website, all CowGoMoo trademarks, trade dress and logos, all Special Links, and all other materials provided by or on behalf of CowGoMoo to you pursuant hereto or in connection with the Affiliate Program.
