GreatMerchants.com, Inc. (Affiliate program administrator)
is a California Corporation with offices at 2276 S. Beverly Glen Blvd.
Suite 202, Los Angeles, CA
90064.
Affiliate
program administrator (Party One) shall provide
Affiliate (Party Two) dedicated web pages to promote & sell WatchBuddy®
Watches and/or WatchBuddy®
Clocks.
The Affiliate shall link to (via
hyperlinked text and/or graphic images) from its Affiliate Site(s)
to its dedicated web pages - which will allow Affiliate to promote
and sell WatchBuddy® watches and/or clocks.
Affiliate
program administrator will
pay Affiliate
(less
returns, test orders and bogus orders) originating/generated from the Affiliate Site(s).
Affiliate
program administrator shall
specially encode the shopping cart order detail generated from
these dedicated web pages so that resultant sales can be accurately tracked.
Affiliate
program administrator shall
drop ship the merchandise directly to the customers and Affiliate
program administrator shall be the merchant of
record.
Affiliate
program administrator shall pay Affiliate
its commission check (with accompanying full
itemization, documentation) once a month by the 15th of each month for the prior
month's sales (less returns, test orders and bogus orders).
Affiliate has the right to review pertinent transaction
records.
Affiliate has
the right to remove the links to the dedicated web pages at any time. (Affiliate
program administrator shall be notified as soon as possible if such links
are removed.)
Ownership.
Each
Party acknowledges that it shall not acquire any Intellectual Property Rights
such as Trademarks, patents, logos or copyrights under this Agreement in the
products or associated materials of the other Party, and all rights therein are
strictly reserved. Any goodwill
arising in the course of this Agreement with respect to the products of either
Party shall accrue solely for the benefit of that Party. This Agreement does not confer to Affiliate any rights
of ownership of the dedicated web pages,
subject to Affiliate retaining all Intellectual Property Rights in its
own products and materials.
Affiliate
program administrator’s Intellectual
Property shall include all names, trademarks, marks, logos, designs, trade
dress, and other brand designations used and owned by GreatMerchants.com, Inc. in
connection with WatchBuddy products, services, and technology, including “WatchBuddy®”,
“WatchBuddy.com™”, “World’s Most Lovable™”, “The Best Friend
Your Watch Ever Had™”. Affiliate program administrator’s Logos
include the picture of a St. Bernard Puppy with a wristwatch in his mouth.
Relationship
of the Parties.
This Agreement is not intended to create a relationship such as a
partnership, franchise, joint venture, agency, or employment relationship.
Neither Party may act in a manner which expresses or implies a
relationship other than that of independent contractor, nor bind the other
Party. Except as otherwise provided for herein, neither Party will
make any representations or warranties on behalf of the other Party.
Except for payment of any commission associated with Affiliate, Affiliate
Site(s), neither Party has any obligation to purchase any service or item from
the other, or to enter into any other business relationship under this
Agreement.
This agreement
can be terminated by either party with a 60 days prior written notification to
the other party.
This
agreement constitutes
the entire Agreement and understanding of the Parties relating to the subject
matter hereof, and supersede all prior agreements and understandings relating to
such subject matter. This
Agreement may not be amended, discharged or waived, in whole or in part, except
in writing signed by each of the parties hereto.