Terms of Use of the Affiliate Program
AFFILIATE PROGRAM AGREEMENT
THIS AFFILIATE PARTNER AGREEMENT (the "Agreement"), is by and between Naffaj (hereafter referred to as "Naffaj ") and YOU (hereafter referred to as "Affiliate Partner") (sometimes individually referred to as a "Party" and collectively as "Parties").
In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows:
RECITALS
The name of this affiliate program is the Naffaj Affiliate Program (the “Affiliate Program”).The Affiliate Partner represents and warrants to Naffaj that the Affiliate Partner has read and understands the Privacy Policies and agrees to the terms set forth therein.For purposes of this Agreement, the term “the Affiliate Partner” refers to the individual or legal entity who applies for and is accepted into the Affiliate Program. The term “Naffaj ” refers to the sponsor of the Affiliate Program. The term “the Naffaj web site” refers to the web site that the Naffaj maintains at www.Naffaj pax.com. The term “the Affiliate Partner’s web site” refers to the web site on which the Affiliate Partner agrees to place a link to the Paixs web site as specified in the Exhibit B hereof. “Merchandise” means selected products, merchandise and stock that is offered by Naffaj for sale through its web site.AFFILIATE PROGRAM REGISTRATION APPROVAL OR REJECTION OF AFFILIATE PROGRAM APPLICATION
REASONS FOR REJECTION
Without limiting the right to reject any application for any reason whatsoever in Naffaj absolute discretion, the Affiliate Partner application will be rejected if it is incomplete, if the Affiliate Partner’s web site contains images or content that is not acceptable to Owner or is inconsistent with the image that the Owner wishes to create in association with its web site, or if the Affiliate Partner’s web site contains any illegal, immoral, repulsive, defamatory, derogatory, harassing, harmful, threatening, obscene, vulgar, pornographic, racial or ethnic objectionable materials, depicts sexual situations, promotes discrimination on the basis of race, sex, sexual preference, national origin, ethnicity, nationality, disability, religious preference, or if the Affiliate Partner’s site contains any material that appears to Owner to violate any patent, trademark, copyright, trade secret, confidential information, or other property rights of any other party.
TERMINATION AFTER ACCEPTANCE FINANCIAL RESPONSIBILIITES NO REPRESENTATIONS REGARDING INCOME POTENTIAL RESPONSIBILITY TO LINK TO THE OWNER’S SITE As a Program Affiliate, the Affiliate Partner will have the obligations to place links on its site and in emails and blogs directing users to the Naffaj site. Naffaj will make available to the Affiliate Partner button links, text links, and banner advertisements to be placed on the Affiliate Partner’s web site, emails and blogs which will direct users to the Naffaj web site via hypertext link. As a Program Affiliate, the Affiliate Partner is given a limited term license, during the term of the Affiliate Partner active participation as a Program Affiliate, to utilize the Naffaj logo images provided to the Affiliate Partner on the web site that the Affiliate Partner designates in the Affiliate Partner Affiliate Program Application.
Naffaj makes available to its Affiliates, links, banners, and other information advertising its site to be used subject to the terms of this Agreement. These materials will contain its trademarks and other proprietary property. The Affiliate Partner may display these materials on the Affiliate Partner’s web site for the purpose of promoting the Naffaj site and participating in this Affiliate Program. If the Affiliate Partner decides to discontinue the Affiliate Program or if the Affiliate Partner participation is terminated for any reason, the Affiliate Partner will immediately cease using these materials and will delete all such materials from its web site and from its computer. The Affiliate Partner must obtain Naffaj approval of all links to the Naffaj site that the Affiliate Partner wishes to place on its web site. The Affiliate Partner will cooperate with Naffaj in the establishment and placement of links on the Affiliate Partner’s web site.
The Affiliate Partner will only be permitted to use the links that Naffaj provides to the Affiliate Partner on the web site that the Affiliate Partner designates in the Affiliate Program Application. Any additional web sites or entities will require additional submissions of Affiliate Program Applications and approval by the Naffaj .
The Affiliate Partner will not modify the links or other materials that Naffaj provided to the Affiliate Partner or the placement of the links on the Affiliate Partner’s page. The Affiliate Partner consents to Naffaj monitoring the Affiliate Partner’s web site to determine continued compliance with this Agreement.The Affiliate Partner consents to Naffaj , including information relative to traffic from the Affiliate Partner’s site in Naffaj reports. This information may be provided to outside parties.CUSTOMER SERVICENaffaj will be responsible for handling all customer inquiries, product orders, customer billing and collection, product shipment relative to customers that enter the Naffaj site through the links from the Affiliate Partner’s site. Pricing of Naffaj products and services is totally within its discretion and Naffaj reserves the right to change the pricing structure, terminate any special offers, discontinue products or services, or change the terms under which products or services are offered at any time, without any advanced notice to the Affiliate Partner or users accessing the Naffaj site. Naffaj ’ only responsibility to the Affiliate Partner in this regard is to track customer orders that occur through links from the Affiliate Partner’s web site and make reports to the Affiliate Partner of the commissions due to the Affiliate Partner as a result thereof. All such reports shall be un-audited. Naffaj will have no obligation to provide the Affiliate Partner with any specific information relative to any customer, regardless of whether they access the Naffaj site through the link from the Affiliate Partner’s site.Naffaj is not responsible for the failure to assign any sale or commissions to the Affiliate Partner if the same results from the improper formatting of the link from the Affiliate Partner’s web site. The Affiliate Partner should assure at all times that the link is appropriately formatted and report any problems that the Affiliate Partner may have with the same to Naffaj immediately.COMPENSATIONCommissions will be paid to the Affiliate Partner based upon a percentage of sales made to users who access the Naffaj site through the Affiliate Partner’s site. Commissions will be calculated based upon the gross sales price, but not including any shipping and handling, sales tax, special service fees such as gift wrapping or packaging, late charges, collection costs, imports/export duties, and any other payment made to Naffaj that is not the purchase price for the product that is purchased. Commissions will not be calculated based upon amounts that are attributable to credit card fraud, credits given to customers, bad debt right-off and returned goods. Naffaj reserves the right to deduct in subsequent months for any commission that Naffaj paid that is for a product that is subsequently returned or refunded, or for any other reason if the previous monthly commission was overpaid or later subject to reduction.The percentages to be paid as commissions hereunder are currently as set forth in Schedule A at the end of this Agreement. Naffaj reserves the right to change and amend the commission rate structure at any time, in Naffaj ’ sole discretion.
Commissions will only be paid on sales that are tracked through the Naffaj online tracking system and indicate the Affiliate Partner’s web site’s link as the source. There is no right to commissions if a user later returns to Naffaj and makes a purchase through another link or source other than through the Affiliate Partner’s web site. The Affiliate Partner has no right to commissions based upon subsequent sales, even if the customer first arrived at the Naffaj site through the link from the Affiliate Partner’s site.
Commissions will be paid up to 60 days from the time that the buyer first clicks from the Affiliate Partner’s site to the Naffaj site. The exception is when the buyer clicks through to the Naffaj website from a subsequent click on another Affiliate Partner’s web siteNaffaj will pay commissions only upon collection by Naffaj . The Affiliate Partner has no right to commissions until the applicable customer has paid Naffaj in full. Only purchases that are made through the Naffaj online ordering process will count towards commission calculations. For example, if a customer visits the Naffaj web site through the link from the Affiliate Partner’s web site and instead of placing an online order calls and places an order via telephone, the Affiliate Partner will have no right to any commission from that sale.Commissions will be paid to the Affiliate Partner on a monthly basis on or about the 10th day of the second month following the date of purchase. For example, Naffaj will pay commissions earned in January on or about March 10. Naffaj does not guarantee an exact date of calculation of commissions or payments. All payments will be made via company check sent to the address that the Affiliate Partner supplied in the Affiliate Program Application or via PayPal to the email supplied in the application. Naffaj does not send payment if the total commission due to the Affiliate Partner is not at least $10.00. Amounts below $10.00 will accrue to the Affiliate Partner account and payment will be made for the month when the Affiliate Partner’s total commissions achieve the minimum $10.00. Naffaj reserves the right to amend the minimum commission payment amount at any time.CUSTOMERS’ PROVENANCETRADEMARKS AND COPYRIGHTS
The Affiliate Partner will have a non-exclusive, limited term license to use the trademarks, logos, and copyrighted material that Naffaj provided to the Affiliate Partner for use solely on the web site that the Affiliate Partner designates in the Affiliate Partner Affiliate Program Application. The Affiliate Partner may only use the images that Naffaj specifically makes available to the Naffaj Affiliate Members at the area of its web site that is specifically designated as approved images for Affiliate Program Members. The Affiliate Partner may not distribute, reproduce, modify, or amend these images in any way. The Affiliate Partner may use these images only for the purposes of promoting the Naffaj web site and products on the Affiliate Partner’s web site in compliance with the Affiliate Program policies and procedures and the terms of this Agreement. The license so granted is subject to complete compliance with all terms and conditions of this Agreement and any policies that Naffaj may create and amend from time to time regarding the Affiliate Program.
The Affiliate Partner will only use such items in the form, size, content, and appearance that Naffaj provided them to the Affiliate Partner. The Affiliate Partner is not permitted to modify them. The Affiliate Partner agrees to display these items prominently on its web site. These items may only be used in if they contain a hypertext link to the Naffaj web site. This license shall immediately terminate upon the termination from the Affiliate Program. Naffaj may also terminate this license upon notice to the Affiliate Partner in the event that the Affiliate Partner’s use of these items is contrary to or does not conform to its standards, such standards to be determined in its sole and absolute discretion. The Affiliate Partner agrees that Naffaj retains all right, title and interest in and to all such materials. Naffaj will retain all goodwill and other value associated with any of these materials. The Affiliate Partner will not gain any trademark, copyright or other proprietary rights to such materials. The Affiliate Partner agrees not to take any action that is contrary to or inconsistent with the rights or Naffaj to these materials. The Affiliate Partner will not use these materials in any way that is damaging, defamatory, disparaging, derogatory, or negative to Naffaj , or that paints Naffaj in a false or negative light. Naffaj may revoke the limited license granted hereunder at any time in writing to the Affiliate Partner. Upon termination or revocation, the Affiliate Partner will immediately cease from any use this material.The Affiliate Partner is not permitted to use any other proprietary materials, including but not limited to trademarks, copyrights, logos, text, and any other materials that belong to Naffaj or to any other party and which may appear on the Naffaj web site.The Affiliate Partner grants to Naffaj a non-exclusive right and license to use the Affiliate Partner’s trademarks, trade names, service marks, business names, web page titles, slogans, logos, and copyrighted materials for the purposes of promoting, advertising, announcing, or marketing the Affiliate Partner participation in the Naffaj Affiliate Program. The Affiliate Partner represents and warrants to Naffaj that no other party has any rights in and to any of these materials and that these materials do not infringe upon or otherwise interfere with the rights of any other party. The Affiliate Partner represents and warrants to being the absolute, sole and exclusive owner of all such materials and the owner of all trademark rights, copyrights, and other proprietary rights in and to the same. The Affiliate Partner represents to have the right, power, and authority to license said materials to Naffaj as aforesaid, and that the Affiliate Partner is not under any legal or contractually limitation on the right to so license these materials. Naffaj has no obligation to announce, advertise, market, or promote the Affiliate Partner participation in the Naffaj Affiliate Program, but reserves the right to do the same at its sole discretion.PRODUCT AVAILABILITYRESPONSABILITIES
REPRESENTATIONS AND WARRANTIES
The Affiliate Partner hereby represents and warrants to Naffaj to have the complete power and authority to enter into this Agreement and that this Agreement constitutes a valid and legally enforceable agreement. The entry of this Agreement has been duly and validly authorized by all necessary corporate or other organizational actions and approvals. The Affiliate Partner’s entry of this Agreement is not prohibited by the terms of any document, is not contrary to any law, rule or regulations, and is not in violation of any court or administrative order.
TERMTERMINATIONMODIFICATIONS
LIABILITIESNAFFAJ HEREBY DISCLAIMS ANY AND ALL WARRANTIES AND LIABILITY RELATED TO ANY DOWNTIME OR FAILURE FOR USERS TO BE ABLE TO ACCESS ITS WEB SITE OR TO ACCESS ITS WEB SITE USING THE LINK FROM THE AFFILIATE PARTNER’S WEB SITE. FURTHERMORE, NAFFAJ SHALL NOT BE RESPONSIBLE FOR AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES RELATED TO ITS WEB SITE, THE AFFILIATE PROGRAM, THE AFFILIATE PARTNER PARTICIPATION IN THE AFFILIATE PROGRAM, THE AFFILIATE PARTNER ABILITY TO MAKE ANY COMMISSIONS OR OTHERWISE PROFIT THROUGH PARTICIPATION IN THIS AFFILIATE PROGRAM, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE OR MERCHANTIBILITY, NON-INFRINGEMENT, OR ANY CLAIM MADE BASED UPON THE OWNER’S COURSE OF DEALING OR USAGE OF TRADE. THE OWNER DOES NOT REPRESENT OR WARRANT THAT ITS WEB SITE OR ANY APPLICATION, INCLUDING BUT NOT LIMITED TO ITS LINK TRACKING FEATURES, WILL BE ERROR FREE OR THAT THEY WILL FUNCTION WITHOUT INTERRUPTION.NAFFAJ SHALL NOT BE RESPONSIBLE FOR ANY DIRECT OR INDIRECT DAMAGES OR LIABILITIES OF ANY NATURE, INCLUDING BUT NOT LIMITED TO INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES, LOSS PROFITS, LOST BUSINESS OPPORTUNITY OR ANY OTHER DAMAGES; REGARDLESS OF WHETHER NAFFAJ WAS OR HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME AND TOOK NO ACTION TO PREVENT THE SAME.Without limiting the forgoing, the Naffaj total liability for any damages arising hereunder shall never exceed the total commissions paid and payable by Naffaj pursuant to the terms hereof.CONFIDENTIALITYINDEMNIFICATIONGOVERNING LAWRELATIONSHIP OF THE PARTIESNOTICESASSIGNMENTENTIRE AGREEMENT
This Agreement sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes any and all prior discussions, understandings, agreements, representations, warranties or covenants between the parties related to the subject matter hereof. This Agreement may only be amended by a writing signed by the authorized representative of each of the parties, except as otherwise set forth herein. Any waiver of a breach or default under this Agreement shall not constitute a waiver of any subsequent or other breach or default and shall not serve to modify the agreements set forth herein.
If any provision or term of this Agreement is held to be invalid for any reason, it shall not affect the enforceability of the remainder of this Agreement or any other term or condition of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
OWNER AFFILIATE PARTNER
Authorized Signature Authorized Signature
Print Name and Title Print Name and Title
SCHEDULE A
COMMISSION RATE STRUCTURE
A commission of 8% will be paid on the sales of Naffaj products that are directly sold by a link from the Affiliate Partner’s website, blog or email.