terms and conditions
- You may only use approved words listed on your affiliate account page when describing and linking to EroticSignature.com.
- You may not advertise EroticSignature.com on a web page which contains any explicit sex (pornographic) photos or phrases.
- You may not advertise EroticSignature.com on a web site whose target audience is below 18 years of age or under the legal age to be considered an adult in their respective community or according to the laws that govern their jurisdiction.
- You may only use the banners, images, and approved words provided on your affiliate account page to promote EroticSignature.com.
- You must keep your contact information and URL up to date.
- You may not advertise Erotic Signature using bulk email or spam.
- You may only request payment on your outstanding balance after you have earned $100.
- If your company is incorporated, we must have your FEDERAL TAX ID number on file. If you are not incorporated and are a US resident: we must receive a completed W-9 form (instructions available on your affiliate account page).
- You must read, comprehend, and agree to the following terms and conditions:
Failure to comply with these rules will result in closure of your affiliate account and forfeit of your balance. We reserve the right to close your account if we believe your promotion of Erotic Signature is not compatible with our business.
ES AFFILIATE PROGRAM
After completing the ES Affiliate Program (the "Program") registration process, Affiliate will become enrolled in the Program, subject to the terms and conditions of the ES Affiliate Program Agreement (the "Agreement") which is made between Erotic Signature, LLC ("ES") and Affiliate ("Affiliate").
TERMS AND CONDITIONS
In consideration of the promises set forth below, ES and Affiliate agree as follows:
1. Affiliate's Obligations.
2.1. Affiliate will link its site to ES's Book Order page located at http://www.eroticsignature.com/images/Esig/bookpresale.html, or areas within www.EroticSignature.com (collectively, the "ES Site"). Affiliate may post as many links to the ES 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 this Agreement, but otherwise will be in the discretion of Affiliate.
2.2. Affiliate agrees not to make any representations, warranties or other statements concerning ES, the ES Site, any of ES's event, products or services, or the ES Site policies.
2.3. Affiliate is responsible for notifying ES of any malfunctioning of the ES Site or other problems with Affiliate's participation in the Program.
2.4 Affiliate is prohibited from applying for and participating in the Program if Affiliate's site or service(s) are involved in unlawful activity or contain objectionable material including by way of example only: a site or services containing images or content that is in any way unlawful, harmful, threatening, defamatory, obscene, or otherwise legally prohibited; a site or services facilitating illegal activity or considered obscene or harmful to minors or not in compliance with applicable laws; a site or services promoting fraudulent, unlawful, misleading, or unfair business practices; a site or services promoting violence; a site or services that has sent unsolicited commercial e-mail within the past four (5) years; a site or services that intends on sending unsolicited commercial e-mail at any time during the term of this Agreement; a site or services promoting discrimination based on race, sex, religion, nationality, disability, or age; a site or services incorporating any materials which infringe or assist others to infringe on any copyright, trademarks, patents, or other intellectual property rights; or a site or services involving unfair competition .
2.5 Affiliate may NOT link to, display or by any other method utilize any photos, videos or any other information pertaining to any member(s) of the ES Site who are not ES artists and Affiliate may NOT link to, display or by any other method utilize any photos, videos or any other information pertaining to any member(s) of the ES Site who are ES artists which are not included in "Creative" (as defined in Section 4.3).
3. Commissions.
3.1 Provided that Affiliate is at all times in compliance with all of the terms of this Agreement, for each visitor to the ES Site who enters the ES Site through a link from Affiliate's site, and placing an order resulting in monetary gain for the ES Site (a "Qualified Purchase"), Affiliate will be paid 10% on all amounts (less transaction and shipping fees) actually received (i.e., not subject to refund, chargeback or contingency) from such Qualified Purchase (collectively, the "Commission Fees"). Affiliate may not use any automated signup mechanisms or any mechanisms that may fraudulently inflate the number of Qualified Purchases to be paid. Affiliate shall be responsible for, and shall pay when due, all taxes and similar charges based on or arising from payments made by ES to Affiliate hereunder. Failure to provide appropriate tax documentation, as may be requested by ES from time to time, will result in Commission Fees otherwise payable hereunder being withheld.
3.2 Affiliate will be entitled to receive 10% of the Net Sales (Total Sales less transaction and shipping fees). This Commission amount may be changed or modified from time to time at ES's sole discretion. In order for Commission Fees to be paid, the customer who Affiliate referred to the ES Site will be required to use/click on the link from the affiliate website containing the code provided to the Affiliate by ES, and the customer has to complete the transaction and pay for the order. No Commission Fees will be paid if the visitor to the ES Book Order page does not complete the transaction originated from the Affiliate's website. If a visitor comes to the ES Site from a link from Affiliate A, but does not make a purchase and then later returns to the ES Site from a link from Affiliate site B, where they then make a purchase - all Commission Fees will be paid to Affiliate site B. If a visitor comes to the ES Site from Affiliate site A, but does not make a purchase and later returns directly to the ES Site (or through Affiliate site C) to make a purchase, no Commission Fees will be paid to Affiliate site A.
3.3 Affiliate acknowledges and agrees that ES shall have the right to deny or withhold payment from Affiliate and to terminate Affiliate from the Program if there has been an abnormal number of chargebacks or purchase returns which have been referred to ES through Affiliate. Affiliate further acknowledges and agrees that ES shall have the right, in its sole discretion, to determine what constitutes an abnormal number of chargebacks or returns of purchases.
3.4 Affiliate will only be paid Commission Fees if Affiliate requests a calculation of Commission Fees earned. Affiliate will be paid Commission Fees on an approximate monthly basis as follows. Approximately thirty (30) days following the 15th of each calendar month, if Affiliate has requested a calculation of Commission Fees earned and Commission Fees are due, ES will send Affiliate a check for the Commission Fees earned on all qualifying purchases made during that reporting period, less any taxes that ES is required by law to withhold. However, if the Commission Fees payable to Affiliate for any such period are less than $100.00 (the "Minimum Commission Amount"), ES will hold those commissions until Affiliate requests a calculation of Commission Fees earned and the total amount due is at least equal to the Minimum Commission Amount. The Minimum Commission Amount is subject to change at any time. Affiliate will be notified of any change in the Minimum Commission.
3.5 If a customer disputes or rejects a purchase or order previously made from the ES Site, and ES has already paid Affiliate a Commission Fee based on the sale of that purchase (a "Disputed Commission"), ES will deduct the amount of the Disputed Commission from Affiliate's next Commission Fee payment. If there are no subsequent Commission Fees due to Affiliate, then ES will have the right to send Affiliate a bill for the amount of the Disputed Commission, and Affiliate agrees to pay such bill no later than thirty (30) days after its receipt.
3.6 All citizens or resident aliens of the United States who participate in the Program must supply ES with a completed W-9, and a Federal Tax ID or Social Security Number that is representative of, and exactly matches the payee name that Affiliate provides. Affiliate's failure to supply such information will constitute a basis for terminating this Agreement and for forfeiting any Commission Fees to which Affiliate would otherwise be entitled under this Agreement.
3.7 Affiliate acknowledges and agrees that Affiliate shall not be entitled to a Commission Fee for any customer who Affiliate sent or referred to the ES Site in violation of the terms of this Agreement.
3.8 Affiliate also acknowledges and agrees that Affiliate shall not be entitled to a Commission Fee from ES for any purchase which ES determines is the result of possible fraudulent activity. Affiliate acknowledges and agrees that ES shall have the right, in its sole discretion, at any time and without notice to expand or modify what ES determines to constitute possible fraudulent activity. Possible fraudulent activity shall include, but not be limited to: (i) where the customer has used or attempts to use a credit card number which is in a negative data base; (ii) where there are multiple purchases from a single IP address within a short period of time; (iii) where there are sequential or multiple purchases under different names, or variations of the same name using the same credit card number, or sequential names or patterns of names using different credit card numbers; (iv) where there is a pattern of "bursting purchases" characterized by numerous purchases from a website in a relatively short time span (the "bursting period"), where there has been history of few purchases from that website before or after the bursting period; (v) where there has been an attempt to put through a credit card with a bin number that is listed in a negative bin number database; (vi) where there have been sequential or multiple attempts to purchase from a credit card using the same bin number and sequential or multiple number strings to complete the credit card number.
3.10 All commissions due and payable hereunder shall be payable in United States Dollars.
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. ES grants Affiliate a revocable, non-exclusive, worldwide license to use, reproduce and transmit the name, logos, trademarks, service marks, trade dress and proprietary technology provided by ES solely for the purpose of creating links from Affiliate's site to the ES Site. Except as expressly set forth in this Agreement or permitted by applicable law, Affiliate may not copy, distribute, modify, reverse engineer, or create derivative works from the same. Any goodwill resulting from Affiliate's use of ES's name, logos, trademarks, service marks and trade dress will inure solely to the benefit of ES and will not create any right, title or interest for Affiliate. 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 is void.
4.3. Affiliate may use only the logos, trademarks, service marks, trade dress, banners, text links, coupon codes, etc. ("Creative") that are provided by ES. Affiliate shall not use the Creative in connection with any activity that disparages ES, or its events, products or services, or that damages the reputation for quality inherent in the same. The use of Creative that is posted on other sites, found in other e-mails or other sources, manipulated in any way or derived from any means besides the Creative directly provided by ES is not permitted. If Affiliate does not fully comply with this provision ES may withhold commissions, immediately terminate this Agreement and/or permanently remove Affiliate from the Program.
4.4. Affiliate's use of ES's name, logos, trademarks, service marks, and trade dress pursuant to Section 4.2 and 4.3 must be in a manner that is clearly less prominent than that of Affiliate's name, logos, trademarks, service marks, trade dress, products and/or site name. Affiliate is prohibited from creating any impression that there is an association or affiliation between ES and Affiliate beyond the relationship outlined in this Agreement.
4.5. Affiliate shall always maintain the quality of its services at a level satisfactory to ES. ES shall at times have the right to review Affiliate's activities related to this Agreement.
4.6. Affiliate shall immediately cease using ES's name, logos, trademarks, service marks, trade dress, proprietary technology and any Creative upon the termination of this Agreement.
4.7. Affiliate grants ES a non-exclusive, 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 ES's site to Affiliate's site. ES will remove such graphic or banner ad upon Affiliate's request.
4.8 Affiliate may not create a website or webpage which uses ES intellectual property in a manner that is likely to be confused, e.g. near copies of the ES Site, similar designs, graphics, look and feel, etc., with a ES webpage(s) or the ES Site. In determining whether a subject webpage is likely to be confusing, ES shall, have the sole discretion to require the removal or redesign of the offending webpage. ES's conclusion that a webpage or website of an Affiliate is not confusing, does not waive any rights of ES to require subsequent removal or redesign.
4.9 Affiliate agrees not to register any domain name using the term "ES," "Erotic Signature," or any other prefix of ES's domain names or ES's intellectual property, whether these names are used alone or in combination with other words and includes all top level domains, i.e. ".com" ".net" ".org" etc. ("Prohibited Domain Name Terms"). If Affiliate has previously registered a Prohibited Domain Name Term, by continuing to remain an Affiliate, Affiliate agrees that upon termination of Affiliate relationship with ES, Affiliate will transfer the domain name that uses the Prohibited Domain Name Term to ES within forty-five (45) days. In such a case, ES shall pay Affiliate a reasonable fee to cover the expenses necessary to transfer the Prohibited Domain Name Term, but in no instance will the amount exceed $100.
5. Confidentiality.
5.1 Except as otherwise provided in this Agreement or with our prior written consent, Affiliate agrees that all information including, without limitation, the terms of this Agreement, ES's business and financial information, its customer lists, and its pricing and sales information, shall remain strictly confidential and shall not be utilized, directly or indirectly, by Affiliate 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 Affiliate. Notwithstanding the foregoing, Affiliate may deliver a copy of any such information (a) pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation or legal process.
5.2 ES shall own and retain all right, title and interest in all names, addresses and other identifying information of customers visiting the ES Site ("Customer Data") which is collected by ES, including without limitation, customers who access the ES Sites through Affiliate, and Affiliate shall have no right to use any such Customer Data.
6. Privacy/E-Mail Policy.
6.1. Affiliate shall not send out any emails, directly or indirectly, that advertise or promote ES, its events, products, services, web sites or Offers without ES's prior express written consent, even if such e-mail is permission based or double opt-in. ES at its own discretion reserves the right to suspend, terminate or by any other method, discipline Affiliate without further notice or pay if it is determined that Affiliate (or someone acting on Affiliate's behalf) violated this provision.
6.2 In addition to the prohibition in Section 6.1, ES further prohibits Affiliate from engaging in any form of unsolicited commercial emailing (commonly referred to as "spamming") or the sending of e-mails that are misleading, spoofed, contain misleading subject lines, contain inaccurate or misleading sender or recipient data, or violate applicable State or Federal Statutes. For the purposes of this Agreement, spamming also includes similar, abusive behavior in a third party "chat room" or website or the sending of unsolicited or misleading Instant Messages, Chatroom, Newsgroup, ICQ or IRC messages. Such behavior may also include automatically sending scripted text (and website URLs) disguised as "chat" or conversation into any third party chat room. ES at its own discretion, reserves the right to suspend, terminate or by any other method, discipline any Affiliate without further notice or pay if it is determined that the Affiliate was spamming or in violation of this provision or in violation of applicable law. Affiliate hereby represents, warrants and covenants that, subject to Section 6.1, Affiliate shall only send commercial e-mail to those who opted-in and consented to receive such commercial e-mail and Affiliate further represent, agree, and warrant that as proof of the above Affiliate shall maintain, use, and update in real time an "E-Mail Database" that contains a full audit trail of all persons or entities who opted-in and consented to receive any commercial e-mail advertisements sent by Affiliate (or at your request) during the term of this agreement including, the date of the opt-in consent, the manner, date, time, location (URL if by web form), scope, and method of the opt-in consent, the e-mail address (and PII and/or Static IP address if obtained) that opted-in, and all the e-mails sent to such e-mail address, and requests to opt-out by such e-mail address along with the manner, date, time, location (URL if by web form), scope, and method of such opt-out. Affiliate hereby agrees to act expeditiously to remedy any and all complaints of spam or unsolicited commercial e-mail, including but not limited to, opting-out such persons from receiving further e-mails from Affiliate. Affiliate further agree to fully and immediately respond to any and all requests or queries ES makes of Affiliate requesting information and/or written reports of data located in the E-Mail Database. In addition, Affiliate agrees to make immediately available to us for inspection and querying, upon our demand of Affiliate during the term of this Agreement and for five (5) years after termination, the E-Mail Database in a usable and secure manner remotely or in person at our discretion. Affiliate also agrees to preserve the integrity of the data in the E-Mail Database, to, amongst other things, provide evidence of opt-in consent of all e-mails sent during the term of this agreement, and all such E-Mail Database data will be preserved (and not erased or destroyed) during the term of this Agreement and for at least five (5) years thereafter.
7. Termination.
7.1. Either party may terminate this Agreement at any time, for any reason, provided that they provide written notice of such termination to the other party. In addition, ES shall be entitled to terminate this Agreement immediately if Affiliate materially breaches or violates any terms or conditions of this Agreement, or if ES determines, in its sole discretion, that there are technical or operational issues (e.g. interruptions caused by or shifts in online/Internet technology) that adversely affect compliance with this Agreement, or the orders/transactions were obtained fraudulently or through misrepresentation, in which case ES reserves the right to withhold payment of commissions pending an investigation of the suspected fraud or misrepresentation.
8. Warranties, Representations and Covenants/Disclaimers.
8.1. Each party represents to the other that it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby.
8.2. Affiliate represents, warrants and covenants that during the term of this Agreement: (a) the contents of its website do 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) contain defamatory or libelous material; (iv) contain or promote obscene materials, including without limitation any material depicting bestiality, rape or torture; (v) violate any laws regarding unfair competition, antidiscrimination or false advertising; (vi) promote violence or contain hate speech; (vii) contain viruses, trojan horses, worms, time bombs, or other similar harmful or deleterious programming routines; (viii) contain any material in which persons under the age of eighteen (18) are depicted in actual, simulated or suggestive sexual situations; (ix) contain any material which constitutes child pornography or matter which involves depictions of nudity or sexuality by an age inappropriate-looking performer (i.e. someone who looks younger than 18 years of age), or by a performer who is portrayed or made to appear to be a person under the age of 18 years of age by virtue of the script, make-up, demeanor, costuming, setting, etc.; (x) promotes violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (xi) contains content which is defamatory, libelous, hateful, threatening, abusive or harassing; or (xii) contains any material not fully in compliance with 18 U.S.C. Sec. 2257 et seq; (b) it will not use, in violation of this Agreement, any ES intellectual property, including but not limited to ES trademarks, service marks, or copyrights; (c) that Affiliate has and complies with a privacy policy consistent with federal and state laws and regulations, which is prominently displayed on its website; and (d) that all materials of every kind, including photographic, videographic, audio and textual materials used in direct or indirect association with materials provided through the Affiliate site shall only be transmitted, distributed, broadcast and otherwise disseminated by Affiliate to willing adults and shall at all times comply with contemporary community standards in the communities into which they are so disseminated.
8.3. EXCEPT FOR THE REPRESENTATIONS IN 8.1 AND 8.2 NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ES PROVIDES THE PROGRAM, THE CREATIVE AND THE ES SITE "AS IS" AND WITH ALL FAULTS AND ES HEREBY DISCLAIMS WITH RESPECT TO THE PROGRAM, THE CREATIVE AND THE ES SITE ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) WARRANTIES OR CONDITIONS OF OR RELATED TO NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF CALCULATIONS, RESULTS & SUCCESS, WORKMANLIKE EFFORT AND LACK OF NEGLIGENCE. ALSO THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF OR SUCCESS UNDER THE PROGRAM, THE CREATIVE AND THE ES SITE REMAINS WITH AFFILIATE.
9. Indemnification.
9.1. Affiliate agrees to indemnify, defend and hold harmless ES 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 and costs) brought by a third party, arising out of a breach, or alleged breach, of any term or condition of this Agreement or act or omission of Affiliate or its affiliates, directors, officers, employees or agents, including without limitation in connection with actual or alleged violations of copyright, trademark, obscenity, privacy, defamation, child pornography, anti-SPAM or other laws.
10. Limitation of Liability.
10.1. EXCEPT FOR AFFILIATE'S OBLIGATION PURSUANT TO SECTION 9.1 ("INDEMNIFICATION"), IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY (WHETHER IN CONTRACT OR TORT) FOR ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR INCIDENTAL DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
11. General.
11.1. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect and nothing contained in this Agreement shall be construed to establish an employer/employee, partnership, agency or a joint venture relationship between the parties.
11.2. ES may modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting a change notice or a new agreement on the ES Site and giving Affiliate notice of the modification. IF ANY MODIFICATION IS UNACCEPTABLE TO AFFILIATE, ITS ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. AFFILIATE'S CONTINUED COMPLIANCE WITH THIS AGREEMENT FOLLOWING ES'S POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE ES SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
11.3. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of Florida. Any disputes arising out of this Agreement shall be exclusively brought in the federal or state courts located in Miami, Florida.
11.4. This Agreement may be agreed to in more than one counterpart, 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.
11.5. 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.
11.6 This Agreement is personal to Affiliate and may not be directly or indirectly assigned or delegated, or its rights sublicensed or passed through to any third party, including an affiliate of Affiliate, without the prior written consent of ES.
11.7 If Affiliate breaches any term of this Agreement then in addition to any additional remedies available to ES, ES shall be entitled to injunctive relief pending litigation as well as on final determination, without prejudice to any other right of such party. Further, ES's pursuit of any remedy provided under this Agreement shall be without prejudice to any other remedy that ES has lat law, in equity or under this Agreement.
11.8 This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes and replaces any prior written or oral agreements or understandings between them.
Failure to comply with these rules will result in closure of your affiliate account and forfeit of your balance. We reserve the right to close your account if we believe your promotion of Erotic Signature is not compatible with our business.
