Affiliate Terms and Conditions
This Agreement contains the complete terms and conditions that apply to your participation as an affiliate in the Affiliates Network of De Long Company, and the establishment of links from your affiliate website to our website "delongwine.com."
- Enrollment in the Affiliate Network: Fill out the online application form and you will be instantly enrolled. We may revoke your membership if we determine (at our sole discretion) that your site is unsuitable for the Affiliate Network for any reason.
- Prohibited Sites
Prohibited Sites for advertising De Long Company products or services:
- Sites that promote sexually explicit material or violence.
- Sites that promote discrimination based on race, sex, religion, national origin, or physical disability.
- Sites that promote illegal activities.
- Spam Affiliate agrees to not utilize SPAM in promoting . This action may result in the immediate suspension or termination of Affiliate account with a cancellation of any pending commissions. Affiliate will also be in violation of the delongwine.com Affiliate Agreement and subject to legal action and be held liable for any financial loss incurred by delongwine.com. Any service interruptions to delongwine.com as a result of Affiliates spamming will be billed to Affiliate at 200 U.S. dollars per hour until service is restored.
For the purpose of this agreement SPAM is defined as emailing ANYONE, in bulk or by single mailing, about delongwine.com, who has not specifically requested the information directly from Affiliate. The ONLY exceptions to this are:
- Mailing to APPROPRIATE OPT-IN mailing lists where the source does the mailing on Affiliate's behalf. However, use extreme caution when choosing an opt-in mailing list company! Using anything but the most reputable sources could generate spam complaints against Affiliate resulting in suspension or termination.
- You may include information on delongwine.com in email Acknowledgement Messages for orders and inquiries that you receive so long as it is stated upfront that you will be sending them an acknowledgement.
- Our Responsibilities: We will be responsible for providing all information necessary to allow you to make appropriate Links from your site to our site. We will be solely responsible for processing every order placed by a customer following a special Link from your site, for tracking the volume and amount of sales generated by your site, and for providing information to Affiliate Sites regarding sales statistics. We will be responsible for order entry, payment processing, shipping, cancellations, returns, and related customer service.
- Commission Determination: Only items that are sold by us (to users of your site linked to our site), shipped to a customer, and for which we have received full payment will qualify for a commission. Commission rates are Twenty-Five Percent (25%) of the purchase price of items sold. Commissions are up to the sole discretion of delongwine.com and are eligible to change at any point. Commissions exclude amounts collected by us for sales taxes, duties, gift-wrapping, shipping, handling, and similar charges, amounts due to credit card fraud and bad debt, and credits for returned goods ("Net Sales").
- Commission Payment: The affiliate will be paid monthly, the first period starting on the date the affiliate is accepted into the network. If the affiliate's commission for any month is less than $20, the total amount will be carried to the next month. Once commission passes $20, a check will be sent to the affiliate at the end of the month for the complete amount owed to the affiliate until the end of the month.
- Reports of Sales: You will be given a password and have the ability to enter a password-protected site to receive your sales statistics on a daily basis.
- Your Responsibilities: You are solely responsible for ensuring that reviews, descriptions, and articles on your site comply with applicable copyright and other laws. You must have express permission to use another party’s copyrighted or other proprietary material. We are not responsible for violations.
- Licenses and Use of the De Long Company Logos and Trademarks: WE GRANT YOU A NON-EXCLUSIVE, NON-TRANSFERABLE, REVOCABLE RIGHT TO (i) ACCESS OUR SITE THROUGH THE LINKS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND (ii) SOLELY IN CONNECTION WITH SUCH LINKS AND UNDER THE CONDITIONS PROVIDED FOR HEREIN, TO USE OUR LOGOS, TRADE NAMES, TRADEMARKS, AND SIMILAR IDENTIFYING MATERIAL RELATING TO US (COLLECTIVELY, THE "LICENSED MATERIALS"), FOR THE SOLE PURPOSE OF SELLING ITEMS FOR DE LONG COMPANY. YOU MAY NOT ALTER, MODIFY, OR CHANGE THE LICENSED MATERIALS IN ANY WAY WITHOUT WRITTEN PERMISSION. YOU ARE ONLY ENTITLED TO USE THE LICENSED MATERIALS WHILE YOU ARE A MEMBER IN GOOD STANDING OF THE AFFILIATES NETWORK.
- Obligations Regarding Your Site: You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. Such responsibilities include, but are not limited to, the technical operation of your site and all related equipment; creating and posting descriptions, and references on your site and linking those descriptions to our site; the accuracy and propriety of materials posted on your site; ensuring that materials posted on your site do not violate or infringe upon the rights of any third party and are not otherwise illegal. We disclaim all liability for all such matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys’ fees) relating to the development, operation, maintenance, and contents of your site.
- Term of the Agreement: The term of this Agreement will begin upon our acceptance of your Affiliate Network 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 commission 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 cancelled. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
- Modification: We may modify any of the terms and conditions contained in this Agreement, at any time in our sole discretion. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliate Network rules. If any modification is unacceptable to you, your recourse is to terminate this agreement. Your continued participation in the Affiliate Network following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change.
- Relationship of Parties: You and De Long Company, 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.
- Disclaimers: We make no express or implied warranties or representations with respect to the Affiliate Network (including, without limitation, warranties of fitness, merchantability, or any implied warranties arising out of 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.
- Confidentiality: Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its 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 such party hereto or its affiliates.
- 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 Affiliate Network, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Affiliate Network will not exceed the total commission fees paid or payable to you under this Agreement.
- Indemnification: You hereby agree to indemnify and hold harmless De Long Company, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.
- Independent Investigation: YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL OF ITS TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE NETWORK AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
- Governing Law: This Agreement will be governed by the laws of the United States and the state of California, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts, 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 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 a provision or any other provision of this Agreement.