This Agreement contains
the complete terms and conditions that apply to an individual's or entity's
participation in the Shepherd's Cradle Affiliate Program (the “Program”).
This agreement is made and entered into by ShepherdsCradle.com (“Shepherd's
Cradle”), and you, the applicant. As used in the Agreement, “we” means
Shepherd's Cradle and “you” means the applicant. Site" means a World
Wide Web site and, depending on the context, refers either to (a) the Shepherd's
Cradle site located at the URL http://shepherdscradle.com
or such other site as Shepherd's Cradle might designate, or (b) the site that
you will link to our Site and which you have identified in your Program
application.
Applying to be an
Affiliate Partner
For applying to the Program, you will email a complete affiliate application to us at:
.
We will evaluate your application and will notify you of your acceptance or
rejection. Shepherd's Cradle reserves the right to reject any applications if we
determine (in our sole discretion) that your site is unsuitable as an affiliate
for Shepherd's Cradle. In addition, if we accept you as an affiliate for
Shepherd's Cradle and then your site is determined (in our sole discretion) to
be unsuitable as a Shepherd's Cradle affiliate, we may terminate this Agreement
at any time.
Unsuitable Sites include but are not limited to:
- Adult and/or pornographic Sites and/or any
Sites advertising
adult and/or pornographic Sites
- Gaming and/or gambling Sites and/or any
Sites advertising gaming
and/or gambling Sites
- Any Site using offensive language and/or pictures
Agreement after acceptance
1. Links on Your Site
Once you have been notified that your Site has been accepted into the Program,
you may provide on your Site a general link to the Shepherd's Cradle webSite
home page at http://shepherdscradle.com.
You should pick up the Shepherd's Cradle banner or button located on our webSite
at http://shepherdscradle.com/buttonsbanners.html.
To permit accurate tracking, reporting, and commission accrual, we will provide
you with a unique “tagged” link (“Special Link”) to be used in all links
between your Site and our Site. You must ensure that each of the links between
your Site and our Site properly utilizes this Special Link. This will allow
Yahoo!Store to track your click-throughs and sales. You will earn commissions
only with respect to activity on our Site occurring directly through the Special
Link we provide to you. We will not be liable to you with respect to any failure
by you to use the Special Link, including to the extent that such failure may
result in any reduction of amounts that would otherwise be paid to you pursuant
to this Agreement.
2. Order Processing
We will process Product orders placed by customers who follow a Special Link
from your site to our site. We reserve the right to reject orders that do not
comply with any requirements that we may establish periodically. We will be
responsible for all aspects of order processing and fulfillment. Among other
things, we will prepare order forms, process payments, cancellations, and
returns, and handle customer service. Through Yahoo!Store, we will track sales
made to customers who purchase Products. We will send you a unique link where
you can review click-throughs and sales associated with your Site.
3. Commissions
We will pay you commissions on certain product sales to customers as provided in
Section 4. For a product sale to be eligible to earn a commission, the customer
must follow a Special Link from your Site to our Site, select and purchase the
product using our automated ordering system, accept delivery of the product atthe shipping destination, and remit full payment to us ("Qualifying
Purchase"). We will not, however, pay referral or other fees on any products that are subsequently purchased after the customer has reentered the Shepherd's Cradle Site other than through a Special Link from your Site, even if the customer previously followed a Special Link from your Site to the Shepherd's Cradle Site. You may not purchase products during sessions initiated through the Special Links on your Site for resale or commercial use of any kind. This includes orders for customers or on behalf of customers or orders for products to be used by you or your friends, relatives or associates for resale or commercial use. Such purchases may result, in our sole discretion, in the withholding of commissions or the termination of this Agreement. Products that are eligible to earn commissions under the rules set forth above are referred to as "Qualifying Products."
4. Commission Amount
You agree and acknowledge that the commissions you earn pursuant to Section 3 will be in amounts established by us. The commissions shall be calculated as 10%
of "qualifying revenues", which are revenues derived by us from Qualifying Purchases, excluding revenues derived from and costs associated with
shipping, handling, gift-wrapping, taxes, service charges, credit card processing fees, and special discounts. Yahoo!Store will provide an estimate of your total commissions; we reserve the right to modify the commission Amounts at any time in our sole discretion upon prior notice to you. Commissions shall be limited to a maximum of 10% per item unless otherwise stated.
5. Commission Payment
We will pay you commissions on a quarterly basis. Approximately 30 days
following the end of each calendar quarter, we will send you a check for the commissions
earned. However, if the commissions payable to you for any calendar quarter are
less than $10, we will hold payment until the total amount due is at least $10
or (if earlier) until this Agreement is terminated. In calculating commissions,
we will deduct the corresponding commission from your next quarterly payment if
a Product that generated a commission is returned by the customer, rejected upon
credit card authorization, or otherwise charged back to us. If there is no
subsequent payment, we will send you a bill for the commission.
6. Policies and Pricing
Customers who buy products through this Program will be deemed to be customers
of Shepherd's Cradle. Accordingly, all Shepherd's Cradle rules, policies, and
operating procedures concerning customer orders, customer service, and product
sales will apply to those customers. We may change our policies and operating
procedures at any time. For example, we will determine the prices to be charged
for products sold under this Program in accordance with our own pricing
policies. Product prices and availability may vary from time to time. We will
use commercially reasonable efforts to present accurate information, but we
cannot guarantee the availability or price of any particular product.
7. Responsibility for Your Site
You are solely responsible for the development, operation, and maintenance of
your Site and for all materials that appear on your Site, including, but not
limited to (a) the Special Links; (b) the accuracy and appropriateness of
materials posted on your Site (including but not limited to all product-related
materials); (c) ensuring that materials posted on your Site do not violate or
infringe upon the rights of any third party (including, but not limited to,
copyrights, trademarks, privacy, or other personal or proprietary rights); and
(d) ensuring that materials posted on your Site are not libelous or unlawful, or
do not violate any provision of this Agreement. We disclaim all liability for
these matters. Further, you will indemnify and hold Shepherd's Cradle harmless
from all claims, damages, and expenses (including, without limitation,
attorneys' fees) relating to the content development, operation, maintenance,
and contents of your Site or any breach of your obligations under this
Agreement.
8. Term of the Agreement
The term of this Agreement will begin upon our acceptance of your Program 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. Causes for termination include but are not limited to use of unsolicited email/spam to promote ShepherdsCradle.com. If you use spam to promote the service you will be notified that your account has been terminated. You are eligible to earn commissions only on our sales of Qualifying Products that occur during the term, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a
reasonable time to ensure that the correct amount is paid.
9. Modification
We may modify any of the terms and conditions contained in this Agreement, at
any time and in our sole discretion, by posting a change notice or a new
agreement on our site. Modifications may include, for example, changes in the
scope of available commissions, commission amounts, payment procedures, and
Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS
TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM
FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL
CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
10. Relationship of Parties
You and we 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. You will not make
any statement, whether on your site or otherwise, that reasonably would
contradict anything in this Section.
11. 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 Program, even if we have been advised of the possibility of such damages.
Further, our aggregate liability arising with respect to this Agreement and the
Program will not exceed the total commissions paid or payable to you under this
Agreement.
12. Disclaimers
We make no express or implied warranties or representations with respect to the
Program or any products sold through the Program (including, without limitation,
warranties of fitness, merchantability, noninfringement, or any implied
warranties arising out of a 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.
13. Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND
CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY)
SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS
AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB
SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE
PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER
THAN AS SET FORTH IN THIS AGREEMENT.
14. Mediation
Any problems or discrepancies that may arise over due commissions will be dealt
with within 14 days of an e-mail notification to Shepherd's Cradle. All such
matters will be handled by Susan Christensen. Inquiries can be sent via e-mail
to
or by mail to:
