This agreement (“Agreement“) contains the terms and conditions that apply to an individual’s or entity’s participation in the Voodoo13 USA Affiliate Program (the “Program“). As used in this Agreement, “we“, “us” and “our” means Voodoo13, Inc. “You” and “your” means the applicant. “Site” means a World Wide Web site and, depending on the context, refers either to our site (located at www.voodoo13usa.com), or to your site.
BY CLICKING THE “ACCEPT ” BUTTON AND/OR CHECKING THE BOX, AS APPLICABLE, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR BY CONTINUING TO PARTICIPATE IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR REVISED AGREEMENT YOU (A) AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND (B) REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS AGREEMENT. IF THIS AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS AGREEMENT ON BEHALF OF THE COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS AGREEMENT.
- The Program
The purpose of the Program is to permit you to advertise Products on your Site and to earn referral fees for Qualifying Purchases (defined below) made by your end users. A “Product” is any item sold on our Site, other than any product that we may exclude from time to time. In order to facilitate your advertisement of Products, we may make available to you data, images, text, link formats, links, and other information in connection with the Program (“Content“). Content specifically excludes any data, images, text, or other information or content relating to products offered on any site other than our Site.
- How Do You Enroll in Our Program?
To enroll in the Program, you must first submit a completed Program application. Upon our receipt, we will evaluate your application and notify you of its acceptance or rejection. We reserve the right to reject or cancel applications for any or no reason, at our sole discretion. For example, we may reject or cancel your application if we determine that your Site is unsuitable for the Program, including if it:
- Promotes or contains sexually explicit materials;
- Promotes violence or contains violent materials;
- Promotes discrimination, or employs discriminatory practices, which may be based on race, sex, religion, nationality, disability, sexual orientation, or age;
- Promotes or undertakes illegal activities;
- Violates any intellectual property rights;
- Is directed toward children under 13 years of age, as defined by the Children’s Online Privacy Protection Act (15 U.S.C. §§ 6501-6506) and any regulations promulgated thereunder;
- Is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion;
- Contains software downloads that potentially enable diversions of referral fees from other affiliates in our Program;
- Utilizes pop-up, pop-under, or automatic redirects to direct the customer to Voodoo13’s Site by execution of an affiliate link; or
- Utilizes Pop-Up, Pop-Under, or automatic Redirects to link to our site. Any method that automatically plants an affiliate cookie is strictly prohibited. The use of our Full Page Creative is fine, however, any method that automatically redirects the customer to Voodoo13’s website by execution of an affiliate link is in violation of the Affiliate Program Agreement. The customer must click on a Voodoo13 affiliate link to set the affiliate cookie.
- Utilizes a Proprietary Term (as defined herein) in paid search marketing programs, where the use of such trademarks is in the title, description, or display URL of the paid search ad.
Our vendors and employees are not eligible to become affiliates. Resellers may not purchase Products under this Program and are not eligible to become Affiliates. If we reject your application, you may reapply to the Program at any time. However, if we accept your application and your Site is thereafter determined (at our sole discretion) to be unsuitable for the Program or in violation of this Agreement, we reserve the right to terminate this Agreement. Affiliates who are terminated from the Program are forbidden to reapply at any time in the future and any outstanding refferal fees will also be forfeited. Any attempts to reapply will result in refferal fees not being issued.
You will ensure that the information contained in your application to the Program and information otherwise associated with your account, including your contact information, email address and identification of your Site, is at all times complete, accurate, current. We may send notices, approvals, or other communications related to the Program and this Agreement to the email address then-currently associated with your Program account. You will be deemed to have received all notices, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.
- Links on Your Site
If you are accepted into the Program, you are permitted to display Special Links (as defined below) on your Sites, solely for purposes of facilitating referrals from your Site to our Site, to establish and maintain lists, links and search boxes as detailed below. Special Links permit accurate tracking, reporting and accrual of referral fees that you may be eligible to receive on Qualifying Purchases (as defined below).
This Agreement does not include any other type of product or products located in any other part of our Site or any products not fulfilled directly by us. The content and embedded images from our Site may be used for reference purposes only. You may display on your Site a short description, review, or other reference for Product promotion. You will be responsible for the content, style and placement of these references. Suggested graphics and descriptive texts may be made available to you and you are encouraged to use them. A “Special Link” is defined as a link in the format specified by us that will connect directly to a single item or Product category. You will provide a Special Link from the Product reference on your Site to the corresponding Voodoo13’s entry..
You may earn referral fees only as described in this Agreement and only with respect to activity on our Site occurring directly through Special Links. We have no obligation to pay you referral fees for your failure to properly format the links on your Site to our Site as Special Links, including to the extent that such failure may result in any reduction of referral fee amounts that would otherwise be paid to you under this Agreement.
- Program Requirements
By participating in the Program, you agree that you will comply with the requirements and restrictions below and that you will provide us with any information that we request to verify your compliance with this Agreement or any other documentation referenced in this Agreement.
- You will ensure that your Site is not unsuitable (as described in this Agreement).
- You will not display or otherwise use our or our affiliates’ trademarks or logos (including any Voodoo13 Mark) except solely as expressly permitted under and in accordance with this Agreement.
- You will not display or otherwise use any trademark or logo of any third party in connection with any Special Link unless you have obtained the specific right to do so from that third party.
- You will not remove, obscure, or alter, or make invisible, illegible, or indecipherable to visitors of your Site, any “Privacy Information” link or any of our or our affiliates’ trademarks or logos (including any our Marks) that we include in a Special Link.
- You will use Content solely in accordance with the terms of this Agreement and within the express scope of the license granted in this Agreement. Without limiting the foregoing, you will (i) use Content solely to send end users and sales to our Site and will not link any Content to, or in conjunction with any Content direct traffic to, any page of a site other than the our Site; and (ii) link each use of the Content solely to the related Product detail page or other relevant page of our Site and not to any other page.
- You are prohibited from scraping data or spidering our Site to obtain our content and contextual images. You also agree to only use licensed material which is defined as the graphics, text, logos, trade names and similar identifying material that are provided by us or by our Affiliate Network to you.
- You will not engage in any promotional, marketing, or other advertising activities on behalf of us or our affiliates, or in connection with our Site or the Program, that are not expressly permitted under this Agreement. For example, you will not engage in any promotional, marketing, or other advertising activities in any offline manner, including by using any of our or our affiliates’ trademarks or logos (including any Voodoo13 Mark), any Content, or any Special Link in connection with an offline promotion or in any other offline manner (e.g., in any printed material, mailing, SMS, MMS, email or attachment to email, or other document, or any oral solicitation). Upon our request, you will provide us with written certification that you have complied with this section. We will specify the form of, and content required in, that certification in our request. Any failure by you to provide the certification in accordance with our request will constitute a material breach of this Agreement.
- You will not add to, delete from, or otherwise alter any Content in any way, including by adding additional information (e.g., you may not insert words into a customer review), except that you may resize Content consisting of a graphic image in a manner that maintains the original proportions of the image or truncate Content consisting of text in a manner that does not materially alter the meaning of the text or cause the text to become factually incorrect or misleading.
- You will not sell, resell, redistribute, sublicense, or transfer any Content or any application that uses, incorporates, or displays any Content.
- You will promptly remove from your Site and delete or otherwise destroy any Content that is no longer displayed on our Site or Content that we notify you is no longer available for your use.
- You will not use any Content, including any name or likeness embodied in that Content, in a manner that implies a person’s or company’s endorsement or sponsorship of, or commercial tie-in or other association with, any product, service, party, or cause (including by placing unrelated third party materials in close proximity to Content).
- You will not seek to purchase or register any keyword, search term or other identifier that includes the word Voodoo13, com or any other trademark of Voodoo13 or its affiliates (“Proprietary Term“), for use in any search engine (ex. Google, Yahoo, Bing, or any other search engine); purchase, register, or otherwise use any Proprietary Term as or in a domain or subdomain name; or register or use any Proprietary Term as or in any site ID. In addition to any other rights or remedies available to us, upon our request you will cause any search engine designated by us to exclude Proprietary Terms from keywords used to display your advertising content in association with search results if such search engine offers such exclusion capabilities.
- You will not bid on or purchase our Proprietary Terms at any website that provides search engine services and that results in driving traffic to any website, other than our Site, including your Site.
- You will not offer any person or entity any consideration or incentive (including any money, rebate, discount, points, donation to charity or other organization, or other benefit) for using Special Links.
- You will not intercept, record, redirect, read, interpret, or fill in the contents of any electronic form or other material submitted to us by any person or entity.
- You will not request, collect, obtain, store, cache, or otherwise use any account information used by our customers in connection with our Site (including any usernames or passwords of our Site customers).
- You will not modify, redirect, suppress, or substitute the operation of any button, link, or other feature of our Site.
- You will not make any orders or engage in other transactions of any kind on our Site on behalf of any other person or entity, or authorize, assist, or encourage any other person or entity to do so.
- You will not use Special Links to link to our Site from references to items on your Site that are not Products.
- You will not 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, browse, or order) are occurring.
- You will not include on your Site, display, or otherwise use Special Links or Content in connection with any spyware, malware, virus, worm, Trojan horse, or other malicious or harmful code, or any software application not expressly and knowingly authorized by users prior to being downloaded or installed on their computer or other electronic device.
- You will not attempt to circumvent the terms of this Agreement or artificially increase your referral fees.
- You will not attempt to intercept or redirect (including via software installed on users’ computers) traffic from or on, or divert referral fees from, any site that participates in the Program.
- You will not artificially generate clicks or impressions on your Site or create Sessions on our Site, whether by way of a robot or software program or otherwise.
- You will not display or otherwise use any of our customer reviews or ratings, in part or in whole, on your Site.
- You will not purchase any Product(s) through Special Links for use by you or for resale or commercial use of any kind. Similarly, you will not request or encourage any of your friends, relatives, or associates to purchase any Product(s) through Special Links for use by you or them or for resale or commercial use of any kind. Further, you will not offer any Products on your Site for resale or commercial use of any kind.
- You will not cloak, hide, spoof, or otherwise obscure the URL of your Site containing Special Links (including by use of a redirecting page) or the user agent of the application in which Content is displayed or used such that we cannot reasonably determine the site or application from which a customer clicks through such Special Link to our Site.
- You will not knowingly collect, use, or disclose personal information from children under 13 years of age.
- Order Processing
We will process Product orders placed by customers who follow Special Links from your Site to our Site. We reserve the right to reject or cancel orders that do not comply with any requirements that we periodically may establish or update from time to time. We will track sales made to customers who purchase Products using Special Links from your Site to our Site for referral fee accrual purposes and will make such reports available to you. To permit accurate tracking, reporting and fee accrual, you must ensure that the Special Links between your Site and our Site are properly formatted.
- Referral Fees
For a Product sale to generate a referral fee, the customer must (a) click on and follow a Special Link (in the format specified by us) from your Site to our Site; (b) during a single Session, purchase the Product on our Site using our automated ordering system; and (c) remit full payment to us and accept delivery of the Product at the delivery destination. Purchases that are entitled to earn referral fees under the rules set forth above are hereinafter referred to as a “Qualifying Purchase“. “Session” shall mean the period beginning upon a visitor’s entry to our Site via a Special Link (regardless of whether the visitor leaves and then returns to our Site) and ending fourteen (14) calendar days thereafter if the visitor accepts “cookies” from our Site. Any Session in progress will automatically terminate upon the expiration or termination of this Agreement or upon the visitor deleting our cookie. Only visitors who accept cookies can be tracked for referral fees. Through your application and acceptance into the Program you recognize that no referral fee will be paid for any purchase made by a visitor who does not accept “cookies” or who has deleted our “cookies” during a Session and we will not be liable for any losses due to a customer not accepting a cookie.
Qualifying Purchases exclude, and we will not pay referral fees on any of the following: (i) During the cookie session life of 7 calendar days, the customer comes to our Site through another affiliate or link tracked directly by our marketing, advertising, search engine optimization or any other campaign including direct load sessions; (ii) any Product that, after expiration of the cookie session, is added to a customer’s cart and purchased, even if the customer previously followed a Special Link from your Site to our Site; (iii) any Products purchased from any other site operated by us other than our Site; (iv) Products listed in our catalog or in search results as “out of print”, “hard to find”, “special order” (or other words with a similar effect indicating that a product is not readily available for delivery); (v) any Products purchased through a Special Link by you or on your behalf; (vi) Products purchased for resale; (vii) Products purchased after the termination of this Agreement; (viii) Products that are returned or canceled; (ix) purchase of a gift certificate or gift card; (x) Products that are paid for using a Voodoo13 gift certificate of gift card; and (xi) Products that are purchased by members of Voodoo13 Inner Circle Program.
- Fee Payment
We will pay you referral fees monthly for Qualifying Purchases shipped in a given month, subject to any applicable withholding or deduction set forth herein. Approximately 60 days following the end of each calendar month, we will send you payment for the referral fees earned on the sale price, as listed on our Site, of Qualifying Purchases that were dispatched during that month, excluding amounts collected by us for sales taxes, duties, shipping, handling, gift wrapping, rebates, refunds, returns, chargebacks, cancellations, amounts due to credit card fraud and bad debt, credits for cancelled orders and returned goods. If a Product that generated a referral fee is returned by the customer, we will deduct the corresponding fee from your next payment. If there is no subsequent payment, we will send you an invoice for the fee, payable within thirty (30) days of your receipt of the invoice.
Payments will be sent out as soon as the affiliate reaches a $50 commission, Voodoo13 has the ability to pay out commission Via PayPal, or a physical check shipped to the affiliates registered address.
The referral fee rates you may earn will vary depending on the total monthly sales volume of Qualifying Purchases based on the following scale:
|Number of Referrals||Commission|
- Policies and Pricing
For the avoidance of doubt, customers who buy Products through this Program will be our customers. Accordingly, our rules, policies and procedures concerning pricing, terms of sale, customer orders, customer service, rules, policies and Product sales will apply to those customers. Such rules, policies and procedures may be changed at any time.
- Identifying Yourself as an Affiliate
We will make available to you a small graphic image that identifies your Site as a Program participant. We may modify the graphic image from time to time and you agree to substitute such image with any new material provided by us. You may not issue any press release with respect to this Agreement or your participation in the Program without our prior written consent, which may be given or withheld in our sole discretion. You may e-mail [email protected] if you wish to obtain consent.
Subject to the terms of this Agreement, we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to (a) copy and display the Content solely on your Site; and (b) use only those of our trademarks and logos that we may make available to you as part of Content (those trademarks and logos, collectively, “Voodoo13 Marks”) solely on your Site, in accordance with this Agreement, and for the limited purposes of advertising Products on, and directing end users to, our Site in connection with the Program. The license set forth in this section will immediately and automatically terminate if you fail to comply with any obligation under this Agreement, or otherwise upon termination of this Agreement. In addition, we may terminate the license set forth in this section in whole or in part upon written notice to you. You shall immediately remove from your Site and delete or otherwise destroy all of the Content and Voodoo13 Marks with respect to which the license set forth in section is terminated or as we may otherwise request from time to time.
- Responsibility for Your Site
We shall have no liability for these matters or for any of your end users’ claims relating to these matters, and you agree to defend, indemnify, and hold us, our affiliates and licensors, and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) relating to (a) your Site or any materials that appear on your Site, including the combination of your Site or those materials with other applications, content, or processes; (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of your Site or any materials that appear on or within your Site, and all other matters described in this section; (c) your use of any content, whether or not such use is authorized by or violates this Agreement or applicable law; (d) your violation of any term or condition of this Agreement; or (e) your or your employees’ negligence or willful misconduct.
- Term of the Agreement
The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. You may terminate this Agreement at any time, with or without cause, by giving us five (5) days prior written notice of termination. 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 of Qualifying Purchases occurring during the term and will remain payable only if the related orders are not cancelled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. In the event overpayment is made by us, you agree to promptly remit such excess payment upon notification by us. Upon termination of this Agreement, you must promptly return to us, remove or at our request, destroy any and all of our intellectual or proprietary property, information and/or materials in your possession and, subject to receiving written consent to the contrary from us, remove all our related content from your Site.
We may modify any of the terms and conditions contained in this Agreement, at any time and at our sole discretion, by posting a change notice or a new agreement on our Site or affiliate network 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 WILL CONSTITUTE YOUR ACKNOWLEDGEMENT AND BINDING ACCEPTANCE OF THE CHANGE.
- 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 or our respective affiliates. You will have no authority to make or accept any offers or representations, guarantees or warranties on our or our affiliates’ behalf, including with respect to our or our affiliates’ Products or services. You have no authority to make any statement or representation, whether on your Site or otherwise, that you are connected or affiliated with us or our Site, other than for the purpose of referring users to our Site as defined under this Agreement, or that otherwise reasonably would contradict anything in this Section.
- Limitation of Liability
Neither we, nor any of our affiliates, will 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, or any of our affiliates, have been advised of the possibility of such damages. Further, our and our affiliates’ collective aggregate liability with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.
Your violation of any of the terms or conditions contained in this Agreement may result in, among other things, (a) the immediate termination of this Agreement; (b) the withholding of referral fees due to you; or (c) the commencement of an action by us against you seeking, without limitation, injunctive relief, recovery of actual, statutory or punitive damages. We have the right in our sole and absolute 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, and you agree to provide us with unrestricted access to your Site for such purpose.
To the fullest extent permitted by law, neither we nor any of our affiliates make any 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), and the same are hereby disclaimed. In addition, we do not make any representation that the operation of our Site will be uninterrupted or error-free. As a result, we might temporarily be unable to capture or track information regarding Special Links. We will not be liable for the consequences of any such interruptions or errors.
- 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 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.
Except as otherwise provided in this Agreement or with our prior written consent, you agree that all information including, without limitation, the terms of this Agreement, our business and financial information, our customer lists and purchase history, and our pricing and sales information, shall remain strictly confidential 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 through a source or sources other than you or your affiliates. Notwithstanding the foregoing, you may deliver a copy of any such information (a) pursuant to a subpoena issued by any court or administrative agency, (b) to your accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation or legal process, upon written notification to us.
This Agreement will be governed by the laws of the State of Arizona, without reference to rules governing choice of laws. You irrevocably consent to the jurisdiction of such courts. Any action relating to this Agreement must be brought in the federal or state courts located in Mesa, Arizona 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. Notices to you are effective if provided in writing to the postal addresses, electronically to the e-mail address set forth in the application or if posted on our website. Notice to us must be given in writing and sent to Voodoo13 USA 254 W Broadway Rd, Mesa, AZ 85210, Attention: Affiliate Marketing Manager.