Read
this carefully before submitting the application (the
"Application") for participation in the AncientMarket.Com Affiliate
Program (the "Program").
This is a
binding agreement (the "Agreement")
between the individual submitting the Application or the entity
on whose behalf the Application is being submitted ("you"
and "your") and WavePoint Enterprizes, Inc.
("AncientMarket.Com"). By submitting the
Application, you hereby ACCEPT AND AGREE to all of the terms and
conditions set forth in this Agreement.
1. Application
Process. By submitting the
Application you are expressing your desire to participate in the
Program through which you may promote the AncientMarket.Com products and
services and are compensated for the refered
individuals that purchase such products and services as a direct
result of your promotion. In case your promotion involves
a web site other than AncientMarket.Com (as defined in
Section 2), as part of the Application you must
submit the principal address of that web site (the "Website").
In case you choose to promote AncientMarket.Com through means
other than internet you agree that you will not try to persuade
any business or idividual to purchase our products or services
by providing false information and that your actions will be
generally restricted in the confines of typical information providing,
lawful actions and respectful of all Official convictions. In the
latter case AncientMarket.Com may host one refering page for your
use (similarly refered to as the "Website").
You represent and warrant that: (i) the information
submitted in the Application is truthful and accurate; (ii) the
person submitting the Application is at least 18 years old; (iii)
in the event you are an entity, the person submitting the
Application has the full right, power and authority to enter into
this Agreement on behalf of such entity; and (iv) the execution
of this Agreement by such person, and the performance by you of
your obligations and duties hereunder, do not and will not
violate any agreement to which you are a party or by which you
are otherwise bound. You acknowledges that AncientMarket.Com makes no
representations, warranties or agreements related to the subject
matter hereof that are not expressly provided for in this
Agreement. AncientMarket.Com will allow you participate in the
program immediately upon conclusion of your on-line enrollement,
but will evaluate the Application and reserves the right to
disqualify your enrollment and notify you
of AncientMarket.Com's rejection of the Application in a timely
manner. AncientMarket.Com may reject the Application if the Website is deemed,
in AncientMarket.Com's sole discretion, to be unsuitable for the Program.
Unsuitable web sites include, but are not limited to, those that:
1.1
Contain sexually explicit or obscene materials, or materials
that are otherwise deemed offensive;
1.2
Advocate discrimination based on race, sex, religion,
nationality, disability, sexual orientation, or age.
1.3
Promote or engage in illegal activities;
1.4
Violate intellectual property rights of third parties;
1.5 Contain
or promote deceptive information;
1.6
Promote gambling;
1.7
Violate AncientMarket.Com's "Privacy Policy"
of the refered customers
available at http://www.AncientMarket.Com.com/privacy.php3, as may be
modified from time to time by AncientMarket.Com in its sole discretion.
2. linking With,
and Use of, AncientMarket.Com Resources and Copyrighted material
for Promotions.You may use (to the extent
provided in Article 4 below) the electronic graphic artwork and
corresponding links to AncientMarket.Com products including the special
promotion identifier and all HTML thereto (the "AncientMarket.Com
Promos") available at http://www.AncientMarket.Com/aff (the
"Reporting Page") as necessary to
participate in the Program. AncientMarket.Com will provide the HTML for such
links at the Reporting Page, including a special promotion
identifier that will make possible tracking and reporting of all
Qualified New Members (as defined in Section 5) acquired through
your Website. It is your responsibility to integrate the AncientMarket.Com
Promos into your Website properly in accordance with the
instructions available at the Reporting Page, and AncientMarket.Com shall not
be liable to you with respect to your failure to
integrate properly the AncientMarket.Com Promos into your Website, including to the
extent such failure may result in any reductions of amounts that
would otherwise be paid to you under this Agreement. You agree
not to modify any AncientMarket.Com Promos in any way without the expressed
written permission of AncientMarket.Com. You may only display the AncientMarket.Com Promos on
your Website, and if you have multiple web sites other than the
Website, you must register each such web site to your account in order to
display the AncientMarket.Com Promos. AncientMarket.Com
affiliate system is designed so that many web sites can be linked to you
through a sole account. You may not create multiple accounts.
Without limiting the
foregoing, you shall not promote or otherwise announce the
availability of the AncientMarket.Com Promos on your Website anywhere other
than within your Website, including but not limited to using the
AncientMarket.Com Promos in e-mail and promoting or otherwise announcing the
availability of the AncientMarket.Com Promos on your Website through e-mail.
3. Your Website. You are
solely responsible for, and AncientMarket.Com hereby disclaims all liability
for, the development, operation and maintenance of, and all costs
associated with, your Website, any content thereon and any
equipment therefor. You hereby agree that your Website shall not,
in any way, copy or resemble the look and feel of, or create the
impression that it is, part of the AncientMarket.Com Service or any of AncientMarket.Com's or
its affiliates' or subsidiaries' web sites. You agree that your
Website shall, at all times during the Term of the Agreement,
comply with the policies identified in Section 1.7, and shall not
engage in any of the activities listed in Sections 1.1 through
1.6.
4. Limited
License to Use AncientMarket.Com Promos. AncientMarket.Com hereby grants
to you a nonexclusive, revocable license to display on your
Website the AncientMarket.Com Promos solely as necessary for, and for the
purpose of, promoting the products and/or services associated
with the AncientMarket.Com Promos as set forth at the Reporting Page and
identifying you as a participant in the Program. To the extent,
if any, that AncientMarket.Com Promos contain AncientMarket.Com's trademarks, service marks
or trade names, you shall not use such marks in a manner that
might be deemed to create a unitary composite mark. You agree not
to use the AncientMarket.Com Promos in a manner that is, or otherwise include
materials on your Website that are, disparaging of AncientMarket.Com. AncientMarket.Com
reserves all proprietary rights in and to the AncientMarket.Com Promos not
expressly granted herein. You agree this license can be revoked
at any time for any or no reason upon notice by AncientMarket.Com to you
(regardless of termination of this Agreement) and you agree upon
receipt of such notice immediately to cease and decist using all AncientMarket.Com Promos.
5. Payments
5.1 Referral
Fees and Commissions. On a monthly
basis, within thirty (30) days after the end of each calendar
month, AncientMarket.Com shall pay you a "Commission"
for each Qualified Client who purchased any type of
Replica or service owned by the AncientMarket.Com site set forth below
directly from a link within the AncientMarket.Com Promos on your
Website using the special
promotion identifier and thereafter completed the transaction
by providing a valid credit card and paying in such month. AncientMarket.Com
in order to avoid using the Commission as a discount for the affiliate
(i) will not count towards Commission orders that you placed and that
contain your address in their billing or shipping records and (ii) will
not issue payment for accounts with balances less than $100. The
balances are transferred in the next period and you will receive the
whole amount once the balance is more than or equal to $100.
"Qualified Client"
means any person or entity who purchases AncientMarket.Com Products
or Services as a direct result of your promotion of the
AncientMarket.Com Service by linking from one of the AncientMarket.Com Promos on your
Website using your special promotional identifier and who
paid the then-standard or discounted fees required for purchasing, shipping
and taxes to the
AncientMarket.Com.
AncientMarket.Com will offer improved commissions to its best affiliates
each month. All commissions are defined as the percentage of the
total paid price of the purchased items. The minimum percentage
you may receive once accepted into the affiliate program is the highest
available in our market to our knowledge and is 5% (five percent).
AncientMarket.Com may choose
to offer you a higher Fee or Commission for a particular period of time or
for particular types of AncientMarket.Com Products or Services.
AncientMarket.Com will either provide
you notice of such higher Commission to the e-mail address in your
Application or will post notice of such higher Fee or Commission on the
Reporting Page. You acknowledge that AncientMarket.Com may offer a Fee or Commission to
other participants in the Program that is higher than the Fee or Commission
you receive. Nothing in the foregoing shall limit AncientMarket.Com's
ability to lower the minimum Commission contained herein in
accordance with Article 7.
5.4 Liability
for payment. AncientMarket.Com's sole
obligation in regards to remitting payment to you for the
payments described in Sections 5.1 through 5.3 shall be to
make such payment to the address or account information submitted to AncientMarket.Com in the
Application or in the event your address changes, to the
address thereafter submitted at the Reporting Page. In some cases
AncientMarket.Com may use the email you provided in your application
to request a bank account to which the payment transfer may be made. You are
solely responsible for assuring your address and email address of record is
current, correct and secure. AncientMarket.Com will be liable to settle
the amount as long the affiliate account is open and uncompromised. An affiliate
account is open and uncompromised if it exists in AncientMarket.Com electronic
records and has not been closed. In the event a payment sent to such
address is returned to AncientMarket.Com for any reason other than an error
in such address on the part of AncientMarket.Com, you hereby waive any
rights to receive such payment. AncientMarket.Com shall not be liable for
any payment to you if AncientMarket.Com deems that you have engaged in any
fraudulent or criminal activity in connection with the
Program.
6. Reporting. Through the Reporting Page AncientMarket.Com shall provide you with
real time reports setting forth the number of completed orders your Website generated of the AncientMarket.Com Promos,
impressions and clickthroughs to an AncientMarket.Com web site that were generated from AncientMarket.Com Promos
on your Website, and Qualified Orders obtained by AncientMarket.Com through your Website. These data are reported
for statistical and validation purposes and to aid you in improving your performance as an affiliate.
The actual amount owed may
be different due to computer errors and is defined as the total money received by AncientMarket.Com purchases
made by your Qualified Orders multipied your commission percentage at the time the order was placed in the
AncientMarket.Com site. In the event that some items have special promotional rates at the time
the order is received these may not appear correctly in the reporting pages. AncientMarket.Com
keeps the right to offer special prices and promotions to its site visitors, and will
make the necessary adjustments to the actuals commissions owed. The actual commission owed
will always be the amount received by AncientMarket.Com times the commission percentage
assigned to you at the time of the order.
The values recorded by the AncientMarket.Com software is the evidence for the
amount owed and you may request AncientMarket.Com to e-mail you your reports for your personal
records. It is your responsibility to report any diviance from the values reported in a timely
manner. The form, content, timing and availability of the foregoing reports may vary from time to
time in AncientMarket.Com's sole discretion.
AncientMarket.Com allows you to target specific products or categories of products in order
to maximize your earnings according to your client needs. In its sole discretion it may
disallow you from using such links.
7. Modification
of This Agreement. AncientMarket.Com may modify any
terms and conditions in this Agreement, including any amounts
payable as Fees, Commissions and bonuses under Article 5, at any time in its
sole discretion by posting a notice or a new Agreement on the
Reporting Page, but such new Agreement shall be effective no
sooner than five (5) days after such notice or new Agreement is
posted on the Reporting Page. YOUR SOLE REMEDY AND RECOURSE IN
THE EVENT ANY SUCH MODIFICATION IS UNACCEPTABLE TO YOU IS TO
TERMINATE THIS AGREEMENT, PROVIDED THAT AncientMarket.Com SHALL PAY TO YOU ALL
AMOUNTS DUE TO YOU PRIOR TO YOUR TERMINATION IN ACCORDANCE WITH
SECTION 11.1. Notwithstanding the five (5) day notice period for
termination provided in Article 9, such termination by you in the
event of a modification shall be effective immediately upon
receipt by AncientMarket.Com of notice thereof. Your continued participation in
the Program after such five (5) day period has passed shall
constitute acceptance of the modifications.
8. Press
Releases; Publicity. You may not
announce your use of the AncientMarket.Com Promos on your Website unless you
explicitly and clearly provide links and other information in the
same page that allows everyone to signup to our affiliate program or unless you
first receive AncientMarket.Com's prior written approval of such announcement.
AncientMarket.Com may announce your use of the AncientMarket.Com Promos on your Website in
its sole discretion.
9. Term and
Termination. This Agreement
shall be effective on the date AncientMarket.Com accepts the Application and
shall continue until either party terminates this Agreement as
set forth herein (the "Term"). Either
party may terminate this Agreement at any time for any or no
reason upon five (5) days notice, (i) in the case of termination
by AncientMarket.Com, to you at either, at AncientMarket.Com's option, the e-mail address
contained in the Application or by posting such notice on the
Reporting Page, and (ii) in the case of termination by you, to
AncientMarket.Com at the following email address: affiliates@AncientMarket.Com. Notwithstanding the foregoing, AncientMarket.Com may terminate this Agreement immediately in the event you breach this Agreement.
10. Limitation of
Liability; Disclaimer; Indemnification.
10.1
Liability. UNDER NO
CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY
FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY
DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES), ARISING IN CONNECTION WITH THIS
AGREEMENT, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES (COLLECTIVELY, "DISCLAIMED
DAMAGES"); PROVIDED THAT YOU SHALL REMAIN
LIABLE TO AncientMarket.Com TO THE EXTENT ANY DISCLAIMED DAMAGES ARE
CLAIMED BY A THIRD PARTY AND ARE SUBJECT TO INDEMNIFICATION
PURSUANT TO SECTION 10.3. IN NO EVENT SHALL THE LIABILITY OF
AncientMarket.Com IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES NOT
EXCLUDED IN THE IMMEDIATELY PRECEDING SENTENCE EXCEED THE
AMOUNT PAID OR PAYABLE BY AncientMarket.Com TO YOU UNDER THIS AGREEMENT.
10.2 No
Additional Warranties. YOUR WEBSITE
(EXCEPT AS PROVIDED IN SECTION 1), ALL OF AncientMarket.Com'S AND ITS
AFFILIATE'S WEB SITES, THE AncientMarket.Com PROMOS, THE AncientMarket.Com SOFTWARE AND
AncientMarket.Com SERVICE (COLLECTIVELY, "SUBJECT MATTER")
ARE PROVIDED "AS IS" AND "AS AVAILABLE."
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER
PARTY MAKES ANY, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS
ANY, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED,
REGARDING THE SUBJECT MATTER, INCLUDING ANY IMPLIED WARRANTY
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND
IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE
OF PERFORMANCE.
10.3
Indemnification. You agree to
defend, indemnify and hold harmless AncientMarket.Com, its subsidiaries and
affiliates, and their respective officers, directors, agents,
distributors, franchisees and employees against any loss, damage, expense, or
cost, including reasonable attorneys fees (including
allocated costs for in-house legal services) arising out of
any claim, demand, action, suit, investigation, arbitration
or other proceeding by a third party ("Liabilities")
based on (i) your material breach of any covenant, duty,
representation, or warranty of this Agreement, (ii) materials
contained on your Website (including any allegation that such
materials infringe a third party's proprietary rights), (iii) or otherwise related to the Data, and (iv) or otherwise related to your Website and the content thereon.
11.
Miscellaneous.
11.1
Survival. Article 10 and
Section 11.2, 11.4 shall survive the expiration or
termination of this Agreement. Additionally, to the extent
this Agreement is not terminated as a result of fraud
relating to the Program by you or otherwise as a result of
your breach of this Agreement, AncientMarket.Com's obligation to pay Fees
and Commissions
and other bonuses under Article 5 shall survive for so long
as is necessary to account for Fees and other bonuses
generated from Qualified Orders properly registered
prior to the date of termination.
11.2
Applicable Law; Jurisdiction. This Agreement
will be interpreted, construed and enforced in all respects
in accordance with the laws of Cyprus
except for its conflicts of law principles. Each party
irrevocably consents to the exclusive jurisdiction of the
courts of Cyprus, in connection with
any action to enforce the provisions of this Agreement, to
recover damages or other relief for breach or default under
this Agreement, or otherwise arising under or by reason of
this Agreement.
11.3
Solicitation of AncientMarket.Com Clients. You will not
send unsolicited, commercial e-mail (i.e., "spam")
through or into AncientMarket.Com's products or services, absent a Prior
Business Relationship. For purposes of this Agreement, a
"Prior Business Relationship" will
mean that the AncientMarket.Com Client to whom commercial e-mail is being
sent has voluntarily either (i) engaged in a transaction with
you other than registering to receive AncientMarket.Com Products or Services through
a AncientMarket.Com Promo provided on your Website or (ii) provided
information to you through a contest, registration, or other
communication, which included clear notice to the AncientMarket.Com Client
that the information provided could result in commercial
e-mail being sent to that AncientMarket.Com Client by you or its agents.
Any commercial e-mail or other online communications to AncientMarket.Com
Clients that are otherwise permitted hereunder, shall (a)
include a prominent and easy means to "opt-out" of
receiving any future commercial communications from you, and
(b) shall also be subject to AncientMarket.Com's then-standard restrictions
on distribution of bulk e-mail (e.g., related to the time and
manner in which such e-mail can be distributed through or
into the AncientMarket.Com Replica or service in question).
11.4 Excuse.
Neither party will be liable for, or be considered in breach
of or default under this Agreement on account of, any delay
or failure to perform as required by this Agreement as a
result of any causes or conditions which are beyond such
party's reasonable control and which such party is unable to
overcome by the exercise of reasonable diligence.
11.5 No
Waiver. The failure of
either party to insist upon or enforce strict performance by
the other party of any provision of this Agreement or to
exercise any right under this Agreement will not be construed
as a waiver or relinquishment to any extent of such party's
right to assert or rely upon any such provision or right in
that or any other instance; rather, the same will be and
remain in full force and effect.
11.6
Assignment. You shall not
assign this Agreement or any right, interest or benefit under
this Agreement without the prior written consent of AncientMarket.Com.
11.7
Injunctive Relief; Remedies. You acknowledge
a violation of this Agreement could cause irreparable harm to
AncientMarket.Com for which monetary damages may be difficult to ascertain
or an inadequate remedy. You therefore agree that AncientMarket.Com will
have the right, in addition to its other rights and remedies,
to seek and obtain injunctive relief for any violation of
this Agreement. Except where otherwise specified, the rights
and remedies granted to a party under this Agreement are
cumulative and in addition to, and not in lieu of, any other
rights or remedies which the party may possess at law or in
equity.
11.8
Acknowledgment. You acknowledge
that you have read this Agreement and agreed to all the terms
and conditions. You understand that AncientMarket.Com may at any time
(directly or indirectly) solicit customer referrals on terms
that may differ from those contained in this Agreement, and
AncientMarket.Com and its affiliates and subsidiaries may operate web sites
that compete with your Website.
12. Other
Definitions.
12.1
"AncientMarket.Com Client" means any user of the AncientMarket.Com
that is placing an order with AncientMarket.Com (a "AncientMarket.Com Order").
12.2
"AncientMarket.Com " means the AncientMarket.Com Products, Services and any other
Replica or service owned, operated, distributed or authorized
to be distributed by or through AncientMarket.Com or its affiliates or
subsidiaries worldwide (including, without limitation, the
e-mail contained therein).
12.3
"AncientMarket.Com Products and Service" means any Replica
that exists in the AncientMarket.Com site and is directly sold
by AncientMarket.Com. For example today there 4,453 AncientMarket.Com
different products.
12.4 "AncientMarket.Com
Software" means the proprietary software used for the AncientMarket.Com
site.
You must not apply for an affiliate account if
do not understand or
disagree with any part or statement contained in this Agreement.