Become
a Lamas Beauty Affiliate
AFFILIATE AGREEMENT
This Agreement contains the complete terms and conditions that apply
to a party's participation as an affiliate in the Affiliate Program
(the "Program") of Lamas, Inc. (DBA: Lamas Beauty International), a
Nevada corporation. As used in this Agreement, "we" means Lamas, Inc.
("Merchant) and "you" ("Partner") means the applicant party, (each referred
to herein as a "Party" and collectively as the "Parties").
BACKGROUND
Whereas Partner owns, licenses and provides certain services via the
Internet through a Web site owned and operated by Partner, ("Partner
Site"), and Whereas, Merchant provides certain services and sells certain
products via the Internet through a Web site owned and operated by Merchant
currently located at www.LamasBeauty.com. (the "Merchant Site"); and
Whereas, the Partner and Merchant each desires to enter into a strategic
affiliate relationship to promote the Merchant Site to users of the
Partner Site (the "Partner Users") on the terms and subject to the conditions
set forth herein and in exchange for the consideration recited herein,
which shall govern advertising and commission arrangements between Partner
and Merchant which result from their participation.
ENROLLMENT IN THE PROGRAM
You may submit a completed Program
application to begin the enrollment process. We will evaluate your
application and promptly notify you of your acceptance or rejection.
We may reject your application if we determine, in our sole discretion,
that your Web site is not suitable for the Program for any reason, including
but not limited to, inclusion of content that is in any way unlawful,
harmful, threatening, defamatory, obscene, harassing or racially, ethnically
or otherwise objectionable, which by way of example only, contains (i)
sexually explicit, pornographic or obscene content (whether in text
or graphics), (ii) speech or images that are offensive, profane, hateful,
threatening harmful, defamatory, libelous, harassing or discriminatory
(whether based on race, ethnicity, creed, religion, gender, sexual orientation,
physical disability or otherwise), (iii) graphic violence (which may
include certain types of game sites), (iv) content related to liquor,
tobacco, firearms, drugs, gambling, crime or death, (v) politically
sensitive or controversial issues (e.g. abortion, capital punishment)
or other political content (e.g. lobbyists, political campaigns) or
(vi) any unlawful behavior or conduct. If we reject your application,
you may reapply to the Program at any time. However, we may, at our
discretion, permanently bar you from participation in the Program if
your Site or business is inconsistent with our objectives or the operation
of our Program. If we do so, we will inform you of our decision.
TERMS AND CONDITIONS
In consideration of the promises set forth below, the parties agree
as follows:
1. Offers and Engagements.
1.1 At any time Merchant may with or without notice (a) change, suspend,
revoke, or discontinue any aspect of an Offer or an Engagement or this
Agreement or (b) remove, alter, or modify any graphic or banner ad submitted
by Merchant for an Offer or an Engagement. Partner agrees to promptly
implement any request from Merchant to remove, alter or modify any graphics,
trademarks, banner ads, or logos submitted by Merchant that is being
used by Partner as part of an Engagement.
2. Partner's Responsibilities.
2.1 For the purposes of this Agreement, a "Link" shall be defined as
a hyperlink, button, banner or other user interface established within
one Web site to another Web site through which users of the first Web
site can access the second Web site. Partner will link its site to areas
within Merchant's site using Links to the Merchant Site in accordance
with the special URLs specified in the Engagement (the "Required URLs),
as may be amended from time to time by Merchant. To the extent Merchant
chooses to add a Required URL, Partner shall add a corresponding Link
to the Merchant Site within ten (10) business days of Partner's receipt
of notice thereof from Merchant. Partner may post as many links to the
Required URLs as it likes on the Partner's Site. The position, prominence
and nature of the Links on the Partner's site shall comply with any
requirements specified in the Engagement, but otherwise will be in the
discretion of Partner. All links that you will use in the Program will
be provided to you from Merchant.
2.2. Partner agrees not to make any representations, warranties or other
statements concerning Merchant, Merchant's site, any of Merchant's products
or services, or Merchant's site policies, except as expressly authorized
by the Engagement.
2.3. Partner is responsible for notifying Merchant of any malfunctioning
of the Required URLs or other problems with Partner's participation
in the Engagement. Merchant will respond promptly to all concerns upon
notification by Partner.
3. Commissions.
3.1. Merchant agrees to pay Partner the commission specified in the
Agreement if Merchant sells to a visitor to Merchant's site (a "Customer")
a product or service that is the subject of the Agreement and if that
Customer has accessed Merchant's site and purchased the product or service
via a Qualifying Link. The Partner Revenue Share shall not include any
refunds, chargebacks, bad debt, taxes or shipping and handling costs,
which amounts shall be automatically deducted therefrom. In no event
will Partner receive any compensation for purchases made on the Merchant
Site which do not originate directly (in each instance) through a Qualifying
Link on the Partner Site to the Merchant Site. In no event will Partner
receive any compensation for purchases made on the Merchant Site that
are rejected by Merchant due to and not limited to, fraud or cancellations,
or do not comply with the any reasonable requirements that we established
as a condition of sale. Merchant shall only pay commissions on shipments,
less taxes, shipping and handling, to residents of the U.S., and to
addresses within the U.S. only.
3.2. A "Qualifying Link" is a link from Partner's site to Merchant's
site using one of the Required URLs or any other URL provided by Merchant
for use if it is the last link to the Merchant's site that the Customer
uses during a Session where a sale of a product or a service to Customer
occurs. A "Session" is the period of time beginning from a Customer's
initial contact with Merchant's site via a link from the Partner's site
and terminating when the Customer either returns to the Merchant's site
via a link from a site other than Partner's site or the Engagement expires
or is terminated.
3.3. Merchant shall have the sole right and responsibility for processing
all orders made by Customers. Partner acknowledges that all agreements
relating to sales to Customers shall be between Merchant and the Customer.
3.4. All determinations of Qualifying Links and whether a commission
is payable will be made by Merchant according to the tracking services
of the Yahoo Link-Share Program and will be final and binding on both
Merchant and Partner. Prices for the products will be set by Merchant
in its sole discretion.
3.5. Merchant will not pay commissions on any orders that are not placed
through the Yahoo Shopping Cart (Yahoo Order, Processing andTracking
System) including paypal orders, online check orders and mailed in orders.
4. Ownership and Licenses.
4.1. 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.
4.2. Merchant grants Partner a revocable, non-exclusive, worldwide license
to use, reproduce and transmit the name, logos, trademarks, service
marks, trade dress and proprietary technology, as designated in the
Agreement, on Partner's site solely for the purpose of creating links
from Partner's site to Merchant's. Except as expressly set forth in
this Agreement or permitted by applicable law, Partner may not copy,
distribute, modify, reverse engineer, or create derivative works from
the same. Partner may not sublicense, assign or transfer any such licenses
for the use of the same, and any attempt at such sublicense, assignment
or transfer is void. Partner shall not, without prior written authorization
from Merchant, (i) display any Web pages of the Merchant Site except
as otherwise provided in this Agreement; (ii) cache, store or copy any
portion of the Merchant Site; (iii) modify or alter any pages of the
Merchant Site, including, without limitation, by removing any proprietary
rights notices on the Merchant Site; (iv) frame any portion of the Merchant
Site in conjunction with any materials that violate or infringe any
right of any third party or in conjunction with any materials which
Merchant, in its sole discretion, deems objectionable. Furthermore,
upon Merchant's request, Partner shall immediately remove from the Partner
Site any Link to the Merchant Site which is displayed on a page which
Merchant, in its sole discretion, deems objectionable.
5. Termination.
5.1. Either Party may terminate this Agreement at any time, for any
reason, provided that it provides at least five days' prior written
notice of such termination to the other Party.
6. Representations.
6.1. Each Party represents to the other that (a) it has the authority
to enter into this Agreement and sufficient rights to grant any licenses
granted hereby, and (b) any material which is provided to the other
party and displayed on the other Party's site will not (i) infringe
on any third party's copyright, patent, trademark, trade secret or other
proprietary rights or right of publicity or privacy; (ii) violate any
applicable law, statute, ordinance or regulation; (iii) be defamatory
or libelous; (iv) be lewd, pornographic or obscene; (v) violate any
laws regarding unfair competition, anti-discrimination or false advertising;
(vi) promote violence or contain hate speech; or (vii) contain viruses,
trojan horses, worms, time bombs, cancelbots or other similar harmful
or deleterious programming routines.
6.2. EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES ANY REPRESENTATIONS
OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7. Cross-Indemnification.
7.1. Each Party hereby agrees to indemnify, defend and hold harmless
the other Party and its affiliates, directors, officers, employees and
agents, from and against any and all liability, claims, losses, damages,
injuries or expenses (including reasonable attorneys' fees) brought
by a third party, arising out of a breach, or alleged breach, of any
of its representations or obligations herein.
8. Limitation of Liability.
8.1. In no event shall either Party be liable to the other Party for
any direct, indirect, special, exemplary, consequential or incidental
damages arising from or in connection with this Agreement, even if informed
of the possibility of such damages. In no event will the Aggregate Liability
of Merchant exceed the total undisputed commissions due and owingPartner
hereunder.
9. General.
9.1. Each Party shall act as an independent contractor and shall have
no authority to obligate or bind the other in any respect.
9.2. This Agreement has been made in and shall be construed and enforced
in accordance with the laws of the state of California. Any action to
enforce this Agreement shall be brought in the federal or state courts
located in that state. If you need to send official correspondence,
send it via registered mail to Merchant's headquarters to the attention
of Merchant's legal department.
9.3. This Agreement may be agreed to in more than one counterparts,
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.
9.4. 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.
Become
a Lamas Beauty Affiliate