TERMS &
CONDITIONS
Your
participation in the RussArmy com Affiliate Program ("Program")
is
pending your acceptance of the Master Affiliate Agreement ("Agreement").
1.
Introduction
Defined
terms in this Agreement include the following: (a) "you" or "your"
means you, the applicant applying to participate in the Program, and upon
our acceptance of your application, the Affiliate, (b) "we" or "us"
or "our" means RussArmy.com. (c) "our web site" means
the RussArmy.com web site currently located at http://www.RussArmy.com, (d)
"your web site" means the World Wide Web site from which you will
link to our web site, (e) "Affiliate" means a party accepted as
a member of the Program, (f) "User" means a customer who links from
your web site to our web site, (g) "Products" means any merchandise
offered for sale by us on our web site. (h) "Affiliate Site" means
an Affiliate web site that has been accepted as an Affiliate of RussArmy.com
and (i) "Link" or "Links" means banner advertisements,
buttons, links or text links that link to the RussArmy.com web site.
2.
Program Enrollment
To
begin the enrollment process in the Program, you must complete the RussArmy.com
Affiliate Application and accept the terms and conditions of the Agreement.
Once you have accepted this Agreement, we will review your completed Affiliate
Application and inform you whether or not you have been accepted as an Affiliate.
RussArmy.com reserve the right to accept or reject Affiliates at our sole
discretion. Web sites that are objectionable or inappropriate include sites
that:
Promote violence, are libelous, disparaging or defamatory
Promote illegal activities
Promote discrimination based on age, disability, nationality, race,
religion, sex or
sexual orientation
Contain little or no original content (such as sites that are 'under
construction')
Contain images that are sexually explicit, obscene, harmful or harassing
Contain otherwise objectionable material
Incorporate
materials that infringe upon third party copyright, trademark or other
intellectual
property rights
Are
not accessible at the time of our application review
We
reserve the right, at our sole discretion, to reject an Affiliate application
even after we have communicated acceptance to you, or to remove an Affiliate
from the Affiliate Program at any time for any reason without notice.
3.
Linking Requirements
When
your site becomes an Affiliate Site in our Program, we will provide you with
Links that will allow Users of your web site to be transported directly when
they click on the Link to pages on our web site. As an Affiliate, you may
display these Links on your web site subject to the terms and conditions contained
in the Agreement. By accepting the terms of the Agreement, you agree that
you will cooperate fully with RussArmy.com to maintain such Link or Links.
You
further agree that (a) such Link or Links will be displayed prominently throughout
your web site as you see, (b) no Link or Links will be modified, expanded
or reduced in any way and (c) no Link or Links on your web site will in any
way modify the look, feel and/or functionality of our web site. RussArmy.com
may modify links throughout the term of the Agreement. You agree to update
all links within 7 days of notification of modification.
We
reserve the right to monitor your web site at any and at all times to make
certain that you are in compliance with the terms and conditions of the Agreement.
You will be held fully responsible for all content, links and activities conducted
on your web site. We disclaim all liabilities related to such matters.
4.
Order Processing
All
orders, customer service and fulfillment of such orders will be handled by
and through RussArmy.com. You may not take orders, perform customer service,
extend credit or deliver Products on our behalf. We will process orders from
any Users directed by you through your web site, but we reserve the right
to reject any orders that do not comply with any requirements that we may
periodically impose at our sole discretion. We will be solely responsible
for all aspects of Product order processing and fulfillment, including order
entry, payment processing, shipping, cancellations, returns and related customer
service. RussArmy.com will be responsible for tracking the number of Products
sold to Users who are directed from your web site to our web site and RussArmy.com
's tracking is the final confirmation of the number of Users using our web
site. The form, content and frequency of the reports may vary from time to
time at our sole discretion. We are not responsible for ensuring that your
web site contains proper Links and/or linking to the RussArmy.com web site
to ensure that accurate tracking, reporting and sales accrual can occur. You
are responsible for making certain that the Links between your web site and
our web site are properly formatted. We reserve the right to change the prices
of any or all of our Products at any time and without notice at our sole discretion.
We cannot ensure that if an order is placed that any Product will be available
to the User or that a stated price for a Product will be accurate. We do not
honor misquoted prices. All personal information regarding the User is the
sole and exclusive property of RussArmy.com, and you agree not to use any
such information in any way or manner whatsoever.
5.
Commissions
We
will pay you a 10% commission on all your referred sales, excluding amounts
collected by us for sales taxes, duties, shipping, handling, gift wrapping,
fraud, charge-backs, insurance, exchanges, credit card processing fees, taxes
and similar charges.
Example:
Item
Quantity Price
SubtotalCommission
Kremlins 72077
50001 1
$187.50 $187.50 $18.75
Shipping
UPS ground: $4.98
Tax:
$15.88
TOTAL:
$208.36
Komandirskie
Tank 10003 1 $40.60 $ 40.60 $ 4.06
Shipping
UPS 3Day Select: $6.68
TOTAL:
$47.28
Commission Total:
$22.81
The
Commission percentage is subject to change at any time at our sole discretion.
In
order for you to generate a Commission, the User must follow a link from your
web site to our web site and within 40 days, purchase an item using our automated
online ordering system, accept the delivery of the Product at the shipping
destination, remit full payment to us and not cancel the order or return the
Product to us within our 30 day return period. We reserve the right to change
or modify our return policies at any time at our sole discretion, and the
payment of Commission to you shall be subject to the terms of such return
policy.
You
will not be eligible for a Commission under the following circumstances:
The
User has prevented cookies from being saved on his or her hard drive or the
User cannot be tracked by our online ordering system for any reason.
A
User comes to RussArmy.com through your web site but does not purchase merchandise
at that time, but returns to RussArmy.com at a later date via another Affiliate
or partner and makes a purchase. A User comes to RussArmy.com through your
web site but does not make a purchase. The same User then returns more than
40 days later by entering our URL directly; you will not receive credit for
that later purchase.
6.
Payments of Commissions
We
will pay your Commission payments on a monthly basis for Products purchased
by Users directed from your web site and for which the 30-day return period
has expired. Payments will be made approximately 15 days after the end of
each month. We will send you a check for Commissions earned on the our automated
program of the Products that we shipped during the applicable period and for
which the 30 day return period has elapsed, less any taxes and shipping cost.
Commission
payment is below $50 in any particular month we shall withhold such payment
until the next payment period until the Payment Minimum is met or until the
Agreement is terminated, whichever occurs earlier. The Payment Minimum is
subject to change at any time without notice at our sole discretion.
7.
Policies and Pricing
Users
who purchase Products through the Affiliate Program will be deemed to be customers
of RussArmy.com. Accordingly, all of our rules, policies, terms and conditions
and operating procedures concerning customer orders, customer service, sales,
and all other matters will apply to those Users. We may change our policies
and operating procedures at any time at our sole discretion with or without
notice. Products, availability of our Products and our pricing of such Products
may vary from time to time. We will use commercially reasonable efforts to
present accurate information, but we cannot guarantee the availability or
the price of any particular Product.
8.
Affiliate Partner Responsibilities
You
will be solely responsible for the development, technical operation and maintenance
of your web site and for all materials that appear on your web site. You shall
be solely responsible for ensuring that materials posted on your web site
do not violate or infringe upon the rights of any third party, including copyright,
trademark, privacy or other personal or proprietary rights, and ensuring that
materials posted on your web site are not libelous or otherwise illegal, obscene,
offensive or harmful in our sole opinion. You must have express written consent
to use another party's copyrighted or proprietary material. We disclaim all
responsibility if you use another party's copyrighted or other proprietary
material in violation of the law. Further, you will indemnify us and hold
us harmless from all liability, claims, damages and expenses (including, without
limitation, attorneys' fees) relating to the development, operations, maintenance
and contents of your web site.
9.
Agreement Term
The
term of the Agreement shall begin upon our acceptance of your Online Application
and will end when terminated by either party. Either party may terminate this
Agreement at any time, with or without cause, by giving the other party prior
written notice of termination. Notice by e-mail to your address on our records
is considered sufficient notice for termination of this Agreement (Affiliates@RussArmy.com).
If this Agreement is terminated because your web site is deemed by us to be
objectionable, you shall not be eligible to receive Commission payments, even
for Commissions that you earned prior to the date of your termination. If
this Agreement is terminated for any other reason, then you shall be eligible
to receive only those Commissions generated prior to the termination of this
Agreement. Commissions earned through the termination of the Agreement shall
remain payable only if the related Product orders are not canceled or returned,
and otherwise as provided herein, we reserve the right to withhold your final
payment for a reasonable period of time to ensure that the correct amount
is paid to you.
10.
Agreement Modification
We
may modify any of the terms and conditions contained in this Agreement at
any time at our sole discretion by posting a change notice or new agreement
on our site or upon notice by email to you at your address. Notice of any
change to this Agreement delivered by e-mail to your address reflected on
our records or the posting of a new agreement on our web site, is considered
sufficient notice for notifying you of a modification to the terms and conditions
of this Agreement. Modifications may include, but are not limited to, changes
in the scope of the Commission schedule, payment procedures and Program rules.
If a modification is unacceptable to you, your sole recourse is to terminate
this Agreement. Your continued participation in the Program following our
posting of a change will constitute binding acceptance by you of such change.
11.
Relationship of the Parties
Each
party shall act as an independent contractor and nothing set forth in the
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, without
the prior written consent of RussArmy.com.
12.
Ownership and Licenses
Each
party owns and shall retain all right, title and interest in its names, logos,
trademarks, service marks trade dress, copyrights and proprietary technology,
including, without limitation, those names, logos, trademarks, service marks,
trade dress, copyrights and proprietary technology currently used or which
may be developed and/or used by it in the future. Neither party shall register
or attempt to register any rights in the names, logos, trademarks, service
marks, trade dress, copyrights and proprietary technology of the other party.
We
grant you during the term of this Agreement a revocable, non-exclusive license
to use, reproduce and transmit the name, logos, trademarks, service marks,
trade dress and proprietary technology, as designated in the Engagement, on
your website solely for the purpose of creating links or banners from your
site to RussArmy.com during the Agreement. Except as expressly set forth in
this Agreement or permitted by applicable law, you may not copy, distribute,
modify, reverse engineer, or create derivative works from the same. You may
not sublicense, assign or transfer any such licenses, information or data
for the use of the same, and any attempt at such sublicense, assignment or
transfer is void. Upon termination of the Engagement, you shall immediately
remove our proprietary technology and other intellectual property from your
website.
13.
Termination
You
may terminate this Agreement at any time by removing the RussArmy.com link
or banner from your website and providing us with reasonable prior written
notice. Either party may terminate this Agreement at any time, for any reason,
subject to five day's prior written notice of such termination to the other
party. However, all rights to payment, causes of action and any provisions,
which by their terms specifically survive termination, shall survive termination
of this Agreement.
14.
Limitations on Liability
We
will have no liability of any sort arising from any interruptions or errors
in our website. We will have no liability for any indirect, incidental, special
or consequential damages or any lost revenues, data or profits arising under
or with respect to the Agreement or the Program, even if we were advised or
should have known of the possibility of such damages and notwithstanding the
failure of essential purpose of any remedy. Further, our aggregate liability
arising under or with respect to the Agreement or the Program shall in no
event exceed the total amount of Fees and Commissions paid or payable by us
to you under this Agreement.
15.
Warranty Disclaimers
We
hereby disclaim, and you hereby release us, from any and all liability for
downtime or other interruptions in service regarding the links and/or our
web site without limiting the foregoing. The links, the "Licensed Trademarks,"
are provided to you 'as is,' without any warranty of any kind. We make no
warranties or representations of any kind with regard to the Program or any
products, express or implied, statutory, arising by law or otherwise, including,
without limitation, any implied warranties of title, non-infringement, merchantability,
fitness for a particular purpose, or arising out of course of performance,
course of dealing or usage of trade. We do not warrant that our web site or
products will be error free, function without interruption or that any errors
will be corrected. If as a matter of law we may not disclaim any warranty,
the scope and duration of such warranty shall be the minimum permissible under
applicable law.
14.
Representations
Each
party represents to the other that (1) it has the authority to enter into
this Agreement and sufficient rights to grant any licenses granted hereby,
and (2) any material which is provided to the other party and displayed on
the other party's site will not (a) infringe on any third party's copyright,
patent, trademark, trade secret or other proprietary rights or right of publicity
or privacy; (b) violate any applicable law, statue, ordinance or regulation;
(c) be defamatory or libelous; (d) be lewd, pornographic or obscene; (e) violate
any laws regarding unfair competition, anti-discrimination or false advertising;
(f) promote violence or contain hate speech; or (g) contain viruses, Trojan
horses, worms, time bombs, cancel bots or other similar harmful or deleterious
programming routines.
15.
Indemnification
You
hereby agree to indemnify, defend and hold RussArmy.com and its affiliates,
directors, officers, employees and agents, harmless from and against any and
all liability, claims, losses, damages, injuries or expenses (including reasonable
attorneys' fees) incurred by RussArmy.com as a result of a breach, or alleged
breach, of any of your representations or obligations herein.
16.
Independent Investigation
You
acknowledge that you have read this Agreement and agree to all of 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 competitive with
your web site. You further understand that we may make available additional
private offers to our affiliates at our sole discretion. 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 the
Agreement.
17.
General
Each
party shall act as an independent contractor and shall have no authority to
obligate or bind the other in any respect.
This
Agreement has been made in and shall be construed and enforced in accordance
with the laws of the state of New York. Any action to enforce this Agreement
shall be brought solely in the Kings County Supreme Court, 360 Adams Street,
Brooklyn, NY 11201
If
you need to send official correspondence, send it via certified mail with
return receipt requested to RussArmy's offices located at 7501 16th
Avenue, Brooklyn, NY 11214, with a copy to the Legal Department.
This
Agreement and all attachments hereto constitute the entire agreement between
the parties herein and supersede any prior oral or written understandings.
This
Agreement may be agreed to and executed in more than one counterpart, each
of which together shall form one and the same instrument. The parties agree
that execution may be achieved in any format convenient to the parties.
The
provisions of this Agreement are independent of and separable from each other,
and no provision shall be affected or rendered invalid or unenforceable by
virtue of the fact that for any reason any other or others of them may be
invalid or unenforceable in whole or in part.
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