Standard Terms & Conditions
| Affiliate Agreement for www.rugbymemories.com |
This Agreement contains the complete terms
and conditions that apply to an individual's or entity's participation in the
Sport Memories Limited Affiliates Program (the "Program"). As used in this
Agreement, "we" means Sport Memories Limited, "you" means the applicant, and
"merchandise" means any item offered for sale in the Sport Memories Limited
store. "Site" means a World Wide Web site and, depending on the context, refers
either to Sport Memories Limited's site or to the site that you will link to
our site.
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| 1. Enrolment in the Program |
To begin the enrolment process, you will submit a complete Program application
via our site. We will evaluate your application in good faith and will notify
you of your acceptance or rejection. We may reject your application 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:
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promote or contain a link to sexually explicit materials
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promote violence
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promote discrimination based on sex, race, religion, nationality, disability,
sexual orientation or age
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promote illegal activities
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violate intellectual property rights or violate any local, state, federal or
any other law or regulation
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contain any libellous, defamatory or disparaging materials
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contain little or no original content
If we reject your application, you are welcome to reapply to the Program at any
time.
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| 2. Linking to Sport Memories Sites |
| You will link directly into a choice of Sport Memories Limited operated sites
www.rugbymemories.com, www.sport-memories.com, www.soccermemories.com. We
provide access to a toolkit with an HTML link generator. You must use the
generator to create your links in order to meet the criteria in the operating
agreement.
If you would like to use links not created by the generator, or you would like
to modify the links generated by the generator, you need prior written
permission from Sport Memories Limited. You may not alter any banners, logos,
or other content available through the link generator without written
permission from Sport Memories Limited. You may add or delete links from your
site at any time without our approval.
*Note: You may not list any prices on your site for products offered by Sport
Memories Limited.
New requirements may be added from time to time and will be posted in the
Operating Agreement. It is your responsibility as the affiliate to ensure that
all changes to the Operating Agreement are adhered to.
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| 3. Order Processing |
We will process merchandise orders placed by customers who follow links from
your site to Sport Memories Limited. 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 fulfilment.
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 merchandise using links from your site to our
store and will provide you reports summarizing this sales activity. To permit
accurate tracking, reporting, and fee accrual, you must ensure that the links
between your site and our site are created with the HTML link generator. If our
product pages change and you have links that direct visitors to these pages, we
will re-direct your visitors to an appropriate page automatically.
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| 4. Referral Fees |
Subject to the terms and conditions of this Agreement, we will pay you referral
fees on all merchandise sales to third parties. For a merchandise sale to
generate a referral fee, the customer must follow a link from your site to our
store, purchase a merchandise item using our automated ordering system, accept
delivery of the merchandise at the shipping destination, and remit full payment
to us.
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| 5. Fee Schedule |
| You will earn referral fees based on the sale price of qualifying merchandise,
according to fee schedules to be established by us. Sale price means the sale
price a customer pays for a product and excludes costs for shipping, handling,
gift wrapping, returns, charge backs, fraud, exchanges, credit card processing
fees, and taxes. We do not pay commissions for sales using Sport Memories
Limited gift certificates.
The monthly fee schedule is as follows, starting March 1, 2005:
Earn 5% for sales
The fee schedule is subject to change without notice. Values are expressed in
Pounds Sterling
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| 6. Fee Payment |
Subject to the terms and conditions of this Agreement, we will pay you referral
fees on a monthly basis. Approximately 20 days following the end of each
calendar month, we will send you a cheque for the referral fees earned on
merchandise that was shipped during that month, less any taxes that we are
required by law to withhold. However, if the fees payable to you for any
calendar month are less than £25.00, we will hold those fees until the total
amount due is at least £25.00 or (if earlier) until this Agreement is
terminated. If a merchandise item that generated a referral fee is returned by
the customer, we will deduct the corresponding fee from your next monthly
payment. If there is no subsequent payment, we will send you a bill for the
fee, which is due to Sport Memories Limited thirty (30) days after you receive
the bill.
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| 7. Policies & Pricing |
Customers who buy merchandise through this Program will be deemed to be
customers of Sport Memories Limited. Accordingly, all Sport Memories Limited
rules, policies, and operating procedures concerning customer orders, customer
service, marketing, promotions, and merchandise 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 merchandise sold under
this Program in accordance with our own pricing policies.
Merchandise prices and availability 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 merchandise
item.
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| 8. Identifying Yourself as an Affiliate |
We will make available to you a small graphic image that identifies your site
as a Program participant. You may display this logo somewhere on your site.
Please do not indicate that you are "part of" Sport Memories Limited,
"partners" with us, or that you "work for Sport Memories Limited".
We may modify the text or graphical image of this notice from time to time.
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| 9. Limited Licence |
We grant you a non-exclusive, non-transferable, non-sub licensable, revocable
right to use the icon and message described in Section 8 and such other images
for which we grant express permission, solely for the purpose of identifying
your site as a Program participant. You may not modify the "Marks" (including,
without limitation, the marks of Sport Memories Limited), the message, or any
of our images in any way. We reserve all of our rights in the Mark, the
message, any other images, our trade names and trademarks, and all other
intellectual property rights. We may revoke your license at any time by giving
you written notice.
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| 10. Responsibility for 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. For example, you
will be solely responsible for: 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 (including, for example,
copyrights, trademarks, privacy, or other personal or proprietary rights),
ensuring that materials posted on your site are not libellous or otherwise
illegal. We disclaim all liability for these matters. Further, you will
indemnify and hold us harmless from all claims, damages, and expenses
(including, without limitation, attorneys' fees) relating to the development,
operation, maintenance, and contents of your site.
Except as provided here you agree that you have no rights, title or interest in
or to the Marks, the message or other images of Sport Memories Limited. You
agree not to apply for registration of any of the Marks (or any mark similar
there to) anywhere around the world. You agree that you will not engage,
participate or otherwise become involved in any activity or course of action
that diminishes and/or tarnishes the image and or reputation of any Sport
Memories Limited Mark.
Members acknowledge and agree that their Web site information (name, URL,
traffic counts, etc.) may be utilized by Sport Memories Limited. Possible uses
include, but are not limited to, lists of the busiest sites, lists of member
sites, etc. Members agree to allow Sport Memories Limited to use screen shots
of any Web page that contains the Sport Memories Limited HTML code in Sport
Memories Limited promotional materials.
The information provided by Sport Memories Limited to members may be
proprietary in nature. Members acknowledge that they are not competitors of
Sport Memories Limited, and agree not to share this information with any
competitors.
Anyone found in deliberate violation of these terms and conditions is subject
to being banned from Sport Memories Limited.
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| 11. Terms of the Agreement |
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 merchandise orders
are not cancelled or returned. We may withhold your final payment for a
reasonable time to ensure that the correct amount is paid.
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| 12. Modification |
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. Your continued participation now, or within thirty (30) days
following the posting notice of any changes in these terms and conditions, will
constitute a binding acceptance by you of such rules, changes or modifications.
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.
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| 13. 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.
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| 14. 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.
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| 15. Disclaimers |
We make no express or implied warranties or representations with respect to the
Program or any merchandise 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.
Further, you will indemnify and hold us harmless from all claims, damages and
expenses (including, without limitation, attorney's fees) relating to any
warranties or representations made by you with respect to the Program or any
merchandise sold through the program or Sport Memories Limited. Further, you
will indemnify and hold us harmless from all claims, damages and expenses
(including without limitation, attorney's fees) relating to any warranties or
representations made by you with respect to the Program or any merchandise sold
through the program or Sport Memories Limited. This obligation will survive any
termination of this Agreement.
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| 16. 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.
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| 17. Miscellaneous |
This Agreement will be governed by the laws of The United Kingdom, without
reference to rules governing choice of laws. Any action relating to this
Agreement must be brought in the courts located in England, Wales 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.
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| Contact Us if you have any queries
about these Terms & Conditions |
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