Affiliate Program Agreement

This Affiliate Agreement ('Agreement') contains the business terms and conditions governing a marketing relationship that is hereby made between Agora Ecommerce LLC (dba ValoreBooks) hereinafter referred to as “Company” and you, an individual or company referring customers to the www.valorebooks.com website (the ‘Site”) hereinafter referred to as “Affiliate”. This Agreement constitutes the entire and only agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site, the content and computer programs provided by or through the Site, and the subject matter of this Agreement. This Agreement may be amended at any time by us from time to time without specific notice to Affiliate. The latest Agreement will be posted on the Site, and you should review this Agreement prior to each use of the Site. By signing up for the ValoreBooks affiliate program, you indicate your acceptance of this Agreement and its terms and conditions and any future modification. If you do not accept this Agreement, do not participate in the ValoreBooks Affiliate Program as an Affiliate.

Affiliate and Company may also be individually referred to herein as a 'Party' and collectively as 'Parties'. Affiliate agrees to use the Site and any additional services offered by Company in the future only in accordance with this Agreement.

1. License. All websites, newsletters, companies, or individuals need official approval from Company before they can become an Affiliate who receives compensation for referrals or sales. Only websites, affiliated websites and email distribution lists that have been reviewed and approved are permitted to use the Site. Company reserves the right to withhold or refuse approval for any reason, whatsoever.

In order to be eligible to become a Affiliate, all websites, affiliated websites and email distribution lists must meet the following criteria:

Be content-based, not simply a list of links or advertisements, nor can the site be centered around making money off of the Company’s advertisers.
Be written in English and contain only English language content.
Have a top-level domain name.
Cannot offer incentives to users to click on ads (unless written approval is obtained from Company in advance); incentives include but are not limited to awarding them cash, points, prizes, contest entries, etc.
Be fully functional at all levels; no 'under construction' sites or sections.
Spawning process pop-ups and exit pop-ups are prohibited.
The content of the websites, affiliated websites and email distribution lists cannot infringe on any personal, intellectual property or copyrights including but not limited to:
Racial, ethnic, political, hate-mongering or otherwise objectionable content
Investment, money-making opportunities or advice not permitted under law
Gratuitous violence or profanity
Material that defames, abuses, or threatens physical harm to others
Promotion of illegal substances or activities such as illegal online gambling, how to build a bomb, counterfeiting money, etc.
Any illegal activity whatsoever
Any spoofing, redirecting, or trafficking from adult-related websites in an effort to gain traffic

Company grants you, the Affiliate, a non-transferable, non-exclusive limited license, if approved, to use the Site and any data, reports, information or analyses arising out of such use, subject to the terms and conditions set forth herein. Affiliate acknowledges and agrees that they do not have, nor will claim any right, title or interest in the Site software, applications, data, and methods of doing business or any elements thereof. Affiliate may only access the Site via web browser, email or in a manner approved by Company.

2. Linking to Our Website. Upon acceptance into the Program, links will be made available to Affiliate through the affiliate program. Affiliate may place banners or links within its newsletters, in content of its website, or within other web related content. Affiliate acceptance into our program means you agree to and abide by the following:

Affiliate will only use linking code obtained from the affiliate interface without manipulation. Altering code may jeopardize your ability to be paid for referrals.
As an affiliate, you can only have one account. You can list multiple domains in one account, but only one account is allowed. Self-referrals for affiliate or merchant accounts are strictly prohibited.
Affiliate website will not in any way copy, resemble, or mirror the look and feel of the Site operated by Company. Affiliate will also not use any means to create the impression that your website is our Site or any part of our Site.

3. Compensation. Affiliate will be paid a fee for each referral based on the value of the sale, rental, or sellback item. The item value does not include any shipping or taxes. The prevailing compensation table can be found here (https://www.valorebooks.com/affiliate-program) at the time of sale or based on alternate compensation agreed to between you and our affiliate coordinator in writing. Parties understand and agree that payment will be owed to Affiliate on terms of NET 30 at the end of each month based upon calculations determined by Company reporting tools. All accounts will be paid in US dollars ($US). No checks will be issued for any amounts less than $10 US Dollars. Affiliate account must have a unique, valid taxpayer identification number (TIN) or valid Social Security number. All payments are based on actual figures as defined, accounted and audited by the Company.

Company will not pay for any sales or referrals before promotion or campaign is initiated, or after a promotion terminates. Invoices submitted to Company and payments made to Affiliate shall be based on the sales and corresponding payouts as reported by Company. Company will not be responsible to compensate Affiliate for sales that are not tracked due to Affiliate error.

Company reserves the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and program violations as outlined in these terms and conditions.

4. Compliance with Law. Each party shall comply in all material respects with all applicable local, state, and federal laws and regulations in connection with its performance under this Agreement and will obtain and maintain all licenses or permits as are required in order to conduct the activities contemplated hereunder. Neither party shall: (i) post on its websites any inappropriate, profane, defamatory, obscene, indecent or unlawful material of any kind, or any material that is discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age; (ii) knowingly introduce viruses, worms, harmful code and/or Trojan horses on the Internet; or (iii) intentionally infringe or violate any copyright, patent, trademark, service mark, trade name or other intellectual property right of any third party.

5. Representations and Warranties. Both parties represent and warrant with regard to its content that (i) it is the owner or otherwise has the right to use and provide the content; (ii) the content does not and will not infringe on any copyright, trademark, patent, trade secret, right of publicity or privacy, or other proprietary right of a third party; (iii) the content will not be fraudulent or misleading.

6. Prohibited Activities/Fraud. Company actively monitors for fraud and fraudulent activity of any kind shall be taken seriously and if fraud is suspected, Affiliate account shall be suspended until the issue is deemed resolved by Company.

(A) Affiliate shall not:

Offer incentives to any customer to follow links, ads or use widgets or any content containing trackable links for referrals or sales without prior written approval by Company.
Engage in any fraudulent activities with respect to the generation of referrals or sales, including, without limitation, fake redirects and automated or manual lead generation activities.
Make any false or misleading statement about the Company or its brands, or any 3rd Party Product or Advertiser found within the brands, or any products or services offered by any 3rd Party Product or Advertiser otherwise accessible through their sites.
Place links in newsgroups, unsolicited e-mail, ICQ, banner networks, counters, chatrooms or guestbooks.

ANY ATTEMPTED FRAUD OR FRAUD WILL RESULT IN TERMINATION OF THE RELATIONSHIP AND FORFEITURE OF ALL COMMISSIONS.

(B) CAN SPAM Act. Affiliates must comply with The CAN SPAM Act which regulates the form (what information must be included and the required format) commercial email must take. Specifically, The CAN SPAM Act requires that all commercial email contain the following:

Clear and conspicuous identification that the message is an advertisement or solicitation, if the email is unsolicited
Clear and conspicuous notice of the opportunity to opt-out
A truthful subject line.
A functioning mechanism to opt-out.
A valid postal address for the sender.
Labeling of unsolicited sexually explicit material.

(C) Pay-Per-Click/SEM (PPC) Guidelines. If you are an Affiliate and participate in PPC advertising, you must adhere to our PPC guidelines as follows:

Affiliate may not bid on any of our branded terms (which are identified below), including any variations or misspellings thereof for search or content based campaigns on Google, MSN, Yahoo or any other network.
Affiliate may not use our branded terms in sequence with any other keyword (i.e. ValoreBooks.com Coupons, Valorebookscoupons.com, Valore Books Rentals Coupons, etc…).
Affiliate may not use our branded terms in your ad title, ad copy, display name or as the display url.
Affiliate may not direct link to our website from any Pay Per Click ad or use redirects that yield the same result. Affiliates must be directed to an actual page on your website.

(D) Branded Terms: ValoreBooks.com, ValoreBooks, Valore

(E) Coupon Guidelines. If you are an Affiliate and your website promotes coupon codes, you must adhere to our Coupon Guidelines as follows:

Affiliate may ONLY advertise coupon codes that are provided to you through the affiliate program or network, or are given to you directly by Company.
Coupons must be displayed in their entirety with the full offer, valid expiration date and code.
Affiliate may NOT advertise coupon codes obtained from our non-affiliate advertising, customer e-mails, paid search, or any other campaign.

(F) Domain Names. Use of any of our branded terms as part of the domain or sub-domain for your website is strictly prohibited i.e. www.valorebooks.comwebsite.com or www.valorebooks.com-coupons.com

7. Confidentiality. Each party acknowledges that in its performance of its obligations hereunder the other party (the “disclosing party”) may make available to such party (the “receiving party”) certain confidential and proprietary information concerning its business, technology or customers, including, without limitation, personally identifiable financial information (the “Confidential Information”). The receiving party shall not disclose any Confidential Information of the other party to any person or entity other than the receiving party’s employees or contractors who are bound to protect the confidentiality thereof, shall use such information only for the purposes contemplated hereby, and shall otherwise protect such information from disclosure to others with the same degree of care accorded to its own proprietary information (but in no event less than a reasonable degree of care). This obligation shall not apply to Confidential Information which (a) was known by the receiving party prior to its date of disclosure to the receiving party, as evidenced by the prior written records of the receiving party; or (b) is disclosed to the receiving party without an obligation of confidentiality by sources other than the disclosing party rightfully in possession of the Confidential Information and having the right to disclose the Confidential Information; or (c) becomes published or generally known to the public through no fault or omission on the part of the receiving party; or (d) is required to be disclosed by the receiving party to comply with law, provided that the receiving party provides to the other party prior written notice of such disclosure (if permitted by law or regulatory authority) and a reasonable opportunity to contest such disclosure. Upon the termination or expiration of this Agreement, or upon the request of the disclosing party, the receiving party shall promptly return or destroy all Confidential Information in its possession (and all copies, extracts, and summaries thereof) and shall provide the disclosing party with written confirmation of such return or destruction upon request.

8. Assignment. Affiliate may not assign this agreement without the prior written consent of Company, which consent shall not be unreasonably withheld.

9. Force Majeure. Both parties shall not be liable for any delay or failure of performance of its obligations under this agreement to the extent such delay or failure is caused by fire, flood, strike, acts of God or other similar causes beyond its reasonable control.

10. Governing Law. This agreement shall be construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to the conflict of law principles thereof.

11. Indemnification. Each party agrees to defend, indemnify and hold the other party harmless from and against all third party claims, suits, damages, losses and liabilities, including reasonable legal fees and expenses, relating to or arising from any breach of its obligations under this Agreement. Whenever a claim shall arise for indemnification hereunder the party seeking indemnification (the “indemnified party”) shall promptly notify the other party (the “indemnifying party”) of the claim and, when known, the facts constituting the basis for such claim. If such claim results from or any claim, action or legal proceeding by a third party, (i) the notice shall specify, if known, the amount or an estimate of the amount of the liability arising there from; (ii) the indemnified party shall permit the indemnifying party to assume sole control of the defense, compromise or settlement of such claim (provided, however, that any settlement that requires any monetary payment or any other action or omission by the indemnified party or includes any admission of liability on the part of the indemnified party shall required the indemnified party’s prior written consent); and (iii) the indemnified party shall provide the indemnifying party reasonable cooperation, information and assistance in connection with such defense, compromise or settlement. If the indemnifying party does not assume the defense of any such claim within 30 days after the date notice of such claim is given, the indemnified party may defend against such claim in such manner as it may deem appropriate, including, without limitation, settling such claim, after giving notice of the same to the indemnifying party, on such terms as the indemnifying party may deem appropriate.

12. Limitation of Liability. Neither party makes any express or implied warranties or representations with respect to any products described on the Partner Site or ST/Valore sites including, without limitation, warranties of fitness or merchantability. In addition, neither party makes any representation that the operation of the Partner Site or ST/Valore sites will be uninterrupted or error-free, and neither party will be liable for the consequences of any interruptions or errors. EXCEPT FOR BREACHES OF A PARTY’S OBLIGATIONS UNDER SECTIONS 5, 7, 8 OR 17, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF REVENUE, PROFITS OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Further, except for breaches of a party’s obligations under Sections 5, 7, 8 OR 17, the aggregate liability of either party arising out of this Agreement will not exceed the total amount of fees paid or payable to Affiliate hereunder.

13. Miscellaneous. This agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof and supersedes any and all prior agreements, understandings or communications. This agreement may be modified at any time by Company and posted to the Site.

14. Relationship. The relationship between Company and Affiliate is that of independent contractors and neither party shall be or represent itself to be an agent, employee, partner or joint venture of the other, nor shall either party have or represent itself to have any power or authority to act for, bind or commit the other.

15. Survival. The provision of Sections 2, 3, 4, 5, 6, 8, 9 & 10 shall survive termination of this Agreement.

16. Trademarks. During the term of this Agreement, each party grants to the other, a non exclusive, revocable, non-transferable, royalty free right and license to use (a) the names, marks and symbols of the other party (the “Marks”) on the widgets, links and landing pages as necessary and in connection with other permitted marketing activities relating to the promotion the brands. Neither company shall use the other’s Marks for any other purpose, including, without limitation, in connection with the generation of unsolicited email. Each company will use the other’s Marks only in the exact form; style and type approved by each party, and will include with the Marks such copyright, trademark or other notices as may be requested by the owning party. Each party acknowledges that, except for the license expressly granted in this Agreement, the other party shall not acquire any right, interest or title to the other’s Marks or any other information or property of the other party.

17. Term/Termination (3 Day Notice). This Agreement shall be in effect from your acceptance of the terms and conditions within and remain in effect until terminated. Either Party may terminate the Agreement with three (3) days notice to the other Party. If Affiliate desires to discontinue its promotion, it must provide notice to Company in writing (or via electronic mail). A final accounting shall be generated at the end of the next calendar month and any and all non-fraudulent fees due and payable to Affiliate shall be made subject to the terms outlined above.