Body Vibes Adult Toys Affiliate Program

Body Vibes Affiliate Program

Affiliate Agreement

quick links: Affiliate Main Page, Affiliate FAQ's, Affiliate Sign-up

Agreement

1. Participation in the Affiliate Network & Restrictions
To sign up for our affiliate program, you must review and accept the terms of this agreement. Clicking the "I Agree" button at the bottom of the page constitutes acceptance of this agreement. Once you have agreed to the terms, you will be connected to our Affiliate Application. After you submit your application, we will evaluate your application and notify you of your acceptance or rejection in a timely manner. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program for any reason, including, harmful, threatening, defamatory, obscene, or racially, ethically, or otherwise objectionable, such as sites that:

- promote sexually defamatory materials;
- promote violence;
- promote discrimination based on sex, religion, nationality, disability, sexual orientation, or age;
- promote illegal activities; or
- infringe or otherwise violate any copyright, trademark, or other intellectual property rights.

2. Promotion of our affiliate relationship
As an affiliate site, we will provide you with a variety of graphic and textual links which, subject to the terms and conditions, you may display on your site.

3. Our responsibilities
We will be responsible for providing all information necessary to allow you to make appropriate Links from your site to ours. We will be solely responsible for processing orders placed on our site by a customer following a Link from your site, tracking the volume and amount of sales generated by your site, and providing information to affiliate sites regarding sales statistics. We reserve the right to reject orders. We will be responsible for order entry, payment processing, shipping, cancellations, returns, and customer service related to our site.

4. Other responsibilities for affiliate sites
In utilizing the Links, you agree that you will work with us in order to establish and maintain such Links. In order to facilitate accurate tracking and reporting, you will be responsible for ensuring that the Links between our site and yours are properly formatted.

As an affiliate site in the Program, you are entitled to earn commissions as set forth below.

You agree not to buy or encourage others to buy Body Vibes products through your Links for subsequent resale.
You agree that the Links will in no way affect or alter the look, feel, or functionality of our site.

5. Commission determination
Sales of Body Vibes products will qualify for a commission when all of the following conditions are met: 1) products are sold by us, 2) products are purchased by users linking to our site from your site through a Link, 3) products are shipped by us, and 4) Body Vibes has received full payment. Commission will be based on the aggregate amount actually paid to us for qualifying purchases, excluding amounts collected by us for sales tax, duties, gift wrapping, shipping and handling, credit card fraud and bad debt, and allocations of 20% for returned items (using a mutually agreed estimated average return rate of 20% per month). Commission rate will be equal to 20% of net sales for qualifying purchases.

6. Commission payment
When the total commissions due to you exceed $50, we will send a commission check for the applicable amount, and a statement of activity to you. If the balance of your account is less than $50, we will roll over the balance to the next month. If you require a check before you reach the $50 limit, contact us with your request at affiliates@mybodyvibes.com.

7. Reports of sales
You will be able to check your sales statistics at any time through our affiliate tracking system. Upon approval, your application will be processed, and you will be sent a link to our Affiliate Tracking Site. This site is password protected, and you will be given a password. All information available at the Affiliate Tracking Site is our confidential information and is protected under paragraph 17.

8. Policies and pricing
Customers purchasing Body Vibes products through the Program will be deemed our customers. All rules, policies, terms, and conditions and operating procedures concerning customer orders, customer service, and Body Vibes product sales will apply to those customers. We may change our policies and operating procedures, including pricing, at any time. We solely will determine the prices to be charged for Body Vibes products in accordance with our own pricing policies. You may not include price information on your site unless pricing information is made available on links we provide in our Affiliate Tracking Site. Prices and availability of Body Vibes products may vary from time to time. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

9. Licenses and use of the Body Vibes logos and trademarks
We grant you a non-exclusive, non-transferable, revocable right to 1) access our site through the Links solely in accordance with the terms of this Agreement and 2) to use our marks and logos only in the forms that they appear on our Banner and Link Download Page located on our Affiliate Tracking Site (the "Marks") (or such other images or messages for which we granted prior express written permission, hereafter "Pre-approved Images") solely in connection with such Links and only as permitted herein. You may not alter, modify, or change the Marks or Pre-approved Images or message in any way. You are only entitled to use the Marks to the extent that you are a member in good standing of the Program. You may also participate in the Affiliate Program through text Links to our site. text Links are acceptable means to Link to our Site within the Affiliate Program. The context of the text must make it reasonably apparent to the user that they will be taken to our Site if they click on the Link. Phrases such as "Body Vibes" or "Body Vibes Adult Toys" "sex toys", "adult toys" "online toy store" etc.. are not misleading and are acceptable as Links to our site within the Affiliate Program so long as they are contextually not misleading. Other text is acceptable if it is not misleading, defamatory, or otherwise unfavorable.

10. Obligations regarding your site
You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. Such responsibilities include, but are not limited to, the technical operation of your site and all related equipment; ensuring that materials posted on your site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal.

We disclaim all liability for all such matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses including, but not limited to attorneys' fees, relating to the development, operation, maintenance, and contents of your site.

You hereby agree that your site will not, in any way, copy or resemble the look and feel of our site nor will you do anything to create the impression that your site is our site or a part of our site, including without limitation, framing our site in any manner.

11. Term of the Agreement
The term of this Agreement will begin upon our acceptance of your affiliate network application and will end immediately when terminated by either party. Either party may terminate this agreement at any time, with or without cause, by giving the other party written notice of termination. If we terminate this Agreement or notify you of a breach by you, you shall be required to remove all Links within twenty four (24) hours of receipt of notice. You are only eligible to earn commission on sales incurring during the term, and commissions earned through the date of termination will remain payable only if the related Body Vibes product orders are not cancelled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

12. Modification
We reserve the right to modify any terms and conditions contained in this Agreement at any time. You will be notified by email in the event that we make any modifications to this Agreement. If any modification is unacceptable to you, your only recourse and sole remedy is to terminate this Agreement. Your continued participation in the affiliate network following our posting of a change notice or new agreement on our site will constitute your binding acceptance of the change.

13. Relationship of Parties
The parties to this Agreement 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.

14. Disclaimers
We make no express or implied warranties or representations with respect to the Affiliate Network or any Body Vibes products sold through the Affiliate Network (including without limitation, warranties of fitness, merchantability, non-infringement, 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.

15. Representations and warranties
You hereby represent and warrant to us as follows:

You will use the Links only as authorized by us.

This agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable in accordance with its terms.

The execution, delivery, and your performance of this Agreement, and your consummation of the transactions contemplated hereby will not, with or without notice, lapse of time, or both, conflict or violate 1) any provision of law, rule, or regulation to which you are subject, 2) any provision of your by-laws or certificate of incorporation, or 3) any Agreement or other instrument applicable to you or binding upon your assets or properties.

You are the sole and exclusive owner of the Affiliate Marks and have the right and power to grant us the license to use your trademarks in the manner contemplated herein, and such grant does not and will not 1) breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or 2) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.

No consent, approval, or authorization of, exemption by, or filing with any governmental authority or third party is required in connection with the execution, delivery, and performance of this Agreement or any other action taken by you.

To the best of your knowledge there is no pending threatened claim, action, or proceeding against you, or any affiliate of yours with respect to the execution, delivery, or consummation of this Agreement, or the Affiliate Marks. To the best of your knowledge, there is no basis for any such claim, action, or proceeding.

You are an adult of at least 21 years of age.

16. Confidentiality
Each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, product designs, and pricing and sales information, concerning us, you, or any of our affiliates shall remain strictly confidential and secret. Such information 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. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information 1) to any person pursuant to a subpoena issued by any court or administrative agency, 2) to its accountants, attorney, or other agents on a confidential basis, and 3) otherwise as required by applicable law, rule, regulation, or legal process.

17. Limitation of liability
WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OR 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 NETWORK WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.

18. Indemnification
You hereby agree to indemnify and hold harmless us and our affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees (any or all of the foregoing hereinafter referred to as "losses") insofar as such losses, or actions in respect thereof, arise out of or are based on 1) any claim that our use of the Affiliate Marks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, 2) any failure or breach of any representation, warranty, covenant, or agreement made by you herein, 3) any misuse of our name or trademarks, or 4) any claim related to your site, including, without limitation, content therein not attributable to us.

19. Independent investigation
You acknowledge that you have read this Agreement and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the affiliate network and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.

20. 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 federal or state courts located in San Francisco, California, and you irrevocably consent to the venue and jurisdiction of such courts. You may not assign this agreement, by operation of law or otherwise, without our prior written consent, however, we shall have the right to assign our rights hereunder to any of our related or affiliated entities. 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 or subsequently enforce such a provision or any other provision of this Agreement.