This Affiliate Agreement ("Agreement") is made between Bare Necessities
and the participating web affiliate in The LinkShare Network ("Affiliate").
Affiliate and Bare Necessities are each enrolled in The LinkShare Network™.
Affiliate and LinkShare.com each desire to establish the general terms and conditions
which shall govern advertising and commission arrangements between Affiliate and
LinkShare.com which result from their participation in The LinkShare Network™.
TERMS AND CONDITIONS
In consideration of the premises set forth below, we agree as follows:
- Offers and Engagements.
From time to time, Bare Necessities may post on The LinkShare Network™
offers to pay to other participants a specified commission in return for certain
advertising services leading to a Qualifying Link (defined below). If such offers
receive an identification number from The LinkShare Network™
they shall be deemed to be an "Offer" for purposes of this Agreement.
The term "Offer" shall also include any counter-offers resulting from
If an Offer made by one party is accepted by the other party in accordance with
the Offer’s terms via The LinkShare Network, an "Engagement" will have
been formed. Each Engagement shall have the same identification number as the original
Offer that lead to the Engagement and shall be governed by the terms and conditions
of this Agreement. However, in the event of any inconsistency between the terms
of the specific Engagement and terms of this Agreement, the terms of the Engagement
- At any time prior to Affiliate providing a Qualifying Link, Bare Necessities may
with or without notice (a) change, suspend or discontinue any aspect of an Offer
or an Engagement or (b) remove, alter, or modify any graphic or banner ad submitted
by Bare Necessities for an Offer or an Engagement. Affiliate agrees to promptly
implement any request from Bare Necessities to remove, alter or modify any graphic
or banner ad submitted by Bare Necessities that is being used by Affiliate as part
of an Engagement. No further commissions shall be generated upon the earlier of:
the implementation of the directive under such notice; or twenty fours following
- Affiliate’s Responsibilities.
- Affiliate will link its site to areas within Bare Necessities site using special
URLs specified in the Engagement (the "Required URLs"). Affiliate may
post as many links to the Required URLs and the rest of Bare Necessities’ site as
it likes on Affiliate’s site. The position, prominence and nature of links on the
Affiliate’s site shall comply with any requirements specified in the Engagement,
but otherwise will be in the discretion of Affiliate.
- Affiliate agrees not to make any representations, warranties or other statements
concerning Bare Necessities, Bare Necessities’ site, any of Bare Necessities’ products
or services, Bare Necessities’ site policies, or alter Bare Necessities’ site, except
as expressly authorized by the Engagements. Furthermore, Affiliate may not make
any representations or create an appearance (express or implied) that a visitor
to its site is visiting Bare Necessities’ site. Bare Necessities has the sole right
to process any orders made by Customers. Any such Customers who buy through this
program shall be deemed customers of Bare Necessities.
- Affiliate is responsible for notifying Bare Necessities and The LinkShare Network
of any malfunctioning of the Required URLs or other problems with Affiliate’s participation
in the Engagement. Affiliate is also responsible for the development, operation
and maintenance of its site.
- Bare Necessities agrees to pay Affiliate the commission specified in the Engagement
when Bare Necessities sells to a visitor to Bare Necessities’ site (a "Customer"),
a product or service that is the subject of the Engagement and if that Customer
has accessed Bare Necessities’ site and purchased the product or service online
via a Qualifying Link. Commissions are not calculated on any shipping and handling
charges, taxes and returns. Commissions are paid according to the terms set forth
in the Offer. Should a return occur for a sale made during such payment cycle subsequent
to payment of commissions for that payment cycle, then the commission paid on such
returns will be credited back to Bare Necessities during the next applicable payment
cycle. If commissions are paid on any returns that occur after termination of this
Agreement and any Engagements and after final payment of commissions, then Bare
Necessities shall issue an invoice to Affiliate for said amounts, which Affiliate
agrees to pay to Bare Necessities within thirty days of receipt of such invoice.
- A "Qualifying Link" is a link from Affiliate’s site to Bare Necessities
using one of the Required URLs or any other URL provided by Bare Necessities for
use in The LinkShare Network if it is the last link to the Bare Necessities’ 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 Bare Necessities’ site via a link from the Affiliate’s site
and terminating when the Customer either returns to the Bare Necessities’ site via
a link from a site other than Affiliate’s site, the time specified in the Engagement
relating to such Qualifying Link or the Engagement expires or is terminated.
- Bare Necessities shall have the sole right and responsibility for processing all
orders made by Customers. Affiliate acknowledges that all agreements relating to
sales to Customers shall be between Bare Necessities and the Customer. Bare Necessities
may modify its site at any time.
- All determinations of Qualifying Links and whether a commission is payable will
be made by The LinkShare Network ™ and will be final and binding on both Bare
Necessities and Affiliate. Prices for the products will be set solely by Bare Necessities
at its discretion and Bare necessities does not guarantee the availability of any
- 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.
- Bare Necessities grants Affiliate a revocable, nonexclusive, nontransferable, worldwide
license to use, reproduce and transmit the name, logos, trademarks, service marks,
trade dress, images and proprietary technology, as designated in the Engagement
or during the registration process in The LinkShare Network, on Affiliate’s site
solely for the purpose of creating links from Affiliate’s site to Bare Necessities’
site during Engagements. Except as expressly set forth in this Agreement, Affiliate
may not copy, distribute, modify, alter, reverse engineer, or create derivative
works from the same. Affiliate may not sublicense, assign or transfer any such licenses
for the use of the same, and any attempt at such sublicense, assignment or transfer
- Affiliate grants Bare Necessities a nonexclusive, worldwide, royalty-free license
to use, reproduce and transmit any graphic or banner ad submitted by Affiliate solely
for co-branding purposes or as a return link from Bare Necessities’ site to Affiliate’s
site. Bare Necessities will remove such graphic or banner ad upon Affiliate’s request.
- Either party may terminate any Engagement at any time by deleting their acceptance
of the Engagement through The LinkShare Network™. Termination of an Engagement
shall not terminate this Agreement or any other Engagement.
- Either party may terminate this Agreement at any time, for any reason, provided
that they provide at least five days’ prior written notice of such termination to
the other party and The LinkShare Network. Termination of this Agreement shall also
terminate any outstanding Engagements. However, all rights to payment, causes of
action and any provisions which accrued prior to termination, shall survive termination
of this Agreement. Any violations by either party of the licenses granted hereunder
may result in immediate termination by the nonbreaching party.
- Upon termination of this Agreement for any reason, Affiliate will immediately cease
use of, and remove from its site, all links to Bare Necessities’ site, and all Bare
Necessities trademarks, trade dress and logos, and all other materials provided
by or on behalf of Bare Necessities to Affiliate pursuant hereto or any Engagement.
- 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. Bare Necessities does
not represent that its site is error free or that access to it will be uninterrupted.
- 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.
- 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 the indemnifying party’s representations or obligations
herein. The indemnitee shall provide to the indemnitor: prompt written notice of
any such claims; reasonable cooperation in the defense of any such claims; and,
the right to defend and/or settle any such claims provided no such settlement imposes
any liability on the indemnitee.
- LinkShare Required Provisions.
- Affiliate hereby agrees to indemnify, defend, and hold harmless The LinkShare Network
and LinkShare Corporation and its affiliates, officers, directors, employees and
agents (collectively, "LinkShare") from and against any and all liability,
claims, losses, damages, injuries or expenses (including reasonable attorneys’ fees)
directly or indirectly arising from or relating to any Offer, Engagement, any other
matter related to this Agreement or the subject matter hereof any dispute relating
- LinkShare may rely on any data, notice, instruction or request furnished to LinkShare
by Affiliate which is reasonably believed by LinkShare to be genuine and to have
been sent or presented by a person reasonably believed by LinkShare to be authorized
to act on behalf of one of the parties. In the event of any dispute between the
parties, Affiliate agrees that to the extent the parties contact and involve LinkShare,
LinkShare may consult with and use counsel of its own choice in connection with
such dispute and the reasonable fees and disbursements of LinkShare's’ counsel shall
be within the costs and disbursements covered by the indemnity specified in Section
- The parties acknowledge and agree that this Agreement and the Engagements are only
made possible due to LinkShare.
- Limitation of Liability.
- In no event shall either party be liable to the other party for any direct, indirect,
special, exemplary, consequential or incidental damages, including loss of business
opportunity or profits, even if informed of the possibility of such damages. Bare
Necessities’ total cumulative liability hereunder and under the Engagements shall
not in any event exceed the commissions paid to Affiliate during the twelve months
immediately preceding such alleged liability. This limitation does not apply to
claims for personal injury (including death) or to the indemnities set forth above.
In addition, the limitation on direct damages does not apply to violations of the
licenses granted herein or breach of the representations set forth in section 6.1
- Affiliate agrees that The LinkShare Network and LinkShare Corporation and its affiliates,
officers, directors, employees and agents shall not be liable to either party for
any direct, indirect, special, exemplary, consequential or incidental damages, even
if informed of the possibility of such damages.
- 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 Bare Necessities’ headquarters. 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 Bare
Necessities’ headquarters to the attention of Bare Necessities’ president.
- This Agreement represents the entire agreement between the parties and supersedes
any and all prior oral or written negotiations and agreements between them with
respect to this subject matter. This Agreement can only be modified or amended through
a written instrument prepared by Bare Necessities and accepted by Affiliate. 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.
- Neither party shall be liable for any delays due to Acts of Force Majeure to the
extent such acts cause the delay(s).