Feldheim.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 Feldheim.com Referral Program (the "Program"). As used in this Agreement, "we" means Feldheim.com, "you" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to Feldheim.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 or violate intellectual property rights
2. Linking to Our Site
We will provide you with a custom link or banner(s) which you can post on your site or share with your friends/customers. You may use it to link to any page within the Feldheim.com website. 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 the special link/banner from your site to the Feldheim.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/banners 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/banners between your site and our site are properly formatted.
4. Referral Fees
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/Banners on your site to access the Feldheim.com Site (e.g., by implementing any "rewards" program for persons or entities who use Special Links/Banners on your site to access the Feldheim.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 Feldheim.com Site; (d) make any orders or engage in other transactions of any kind on the Feldheim.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/Banners on your site in accordance with this Agreement, post or serve any advertisements or promotional content promoting the Feldheim.com Site or otherwise around or in conjunction with the display of the Feldheim.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 "Feldheim" or variations thereof ("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. There will be a minimum period of one week between the time an affiliate makes a request for payment and when the payment is made, Sale price means the actual sale price after the online discount that appears on the Feldheim.com website and excludes costs for shipping, handling, gift wrapping, and taxes. The current fee schedule is: 12% of the net sale price of any book minus the value of any coupon used on Feldheim.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. Items that are out of stock at the time of an order shipping will be refunded to the customer and will not generate a referral fee. No referral fee will be paid if the customer later re-orders the same item from Feldheim.
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 which generated a referral fee is returned by the customer, we will deduct the corresponding referral 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 Feldheim.com. Accordingly, all Feldheim.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.