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Affiliate Program Agreement

Please read this Affiliate Program Agreement (the "Agreement") carefully before submitting your application ("Application") for participation in the Designer Checks Affiliate Program (the "Affiliate Program"). The agreement is a binding contract between the individual submitting the Application or the entity on whose behalf the Application is being submitted ("you" and "your") and Direct Checks Unlimited Sales, Inc., d/b/a Designer Checks ("Designer Checks," “we” and “our”). By submitting the Application, you certify that you have read and accept and agree to all of the terms and conditions set forth in this Agreement. The Agreement shall be effective only upon Designer Checks’ acceptance of your Application, and your participation, as an affiliate in the Designer Checks Affiliate Program.

RECITALS

WHEREAS, Designer Checks has established an Affiliate Program for the purpose of (i) allowing affiliates to advertise and promote Designer Checks' products on their web sites, (ii) establishing links from affiliates' sites to Designer Checks' website for the purpose of allowing users of affiliate sites to purchase products from Designer Checks; and

WHEREAS, you desire to be accepted by Designer Checks as an affiliate in the Affiliate Program, and to advertise and promote Designer Checks' products on your web site and to allow users of your site to link to Designer Checks' site for the purpose of purchasing Designer Checks' products, among other things;

NOW, THEREFORE, in consideration of the covenants and premises contained herein, the parties agree as follows:

  • Incorporation of Preamble and Recitals.

    The above preamble and recitals are incorporated by reference in, and made part of, this Agreement.
  • Enrollment in the Affiliate Program

    To enroll in the Affiliate Program, you must submit a complete Affiliate Program Application, which is found on Designer Checks' web site at "DesignerChecks.com." Designer Checks will evaluate your application and will notify you via the e-mail address listed in your Application of its acceptance or rejection of you as an affiliate. Designer Checks may reject your application for any reason or for no reason in its sole discretion. Designer Checks will reject your application if it determines, in its sole discretion, that your site includes anything that is unlawful, harmful, threatening, defamatory, obscene, harassing, discriminatory, or otherwise objectionable. If Designer Checks rejects your application, you may reapply for participation in the Affiliate Program at any time.
  • Search Guidelines

    You shall not purchase search engine keywords, domain names, or other identifying search terms that are similar or confusing to trademarks owned by Designer Checks, its licensors or affiliates, including any variations and mispellings thereof for use in any search engine, portal, sponsored advertising service or other search or referral service. Specifically, this policy prohibits You from:
    • Bidding on Designer Checks' trademark, "Designer Checks", and any keyword string that includes this term. For example, "Designer Checks checks", "DesignerChecks", "Designer Checks labels", etc.
    • Bidding on variations of Designer Checks' trademark or purchasing domain names based on it, for example "Designer Checks.com", www.Designer Checks.com",", www.Designer Checks", "ww.Designer Checks.com", "wwwDesigner Checks.com", etc.

    Affiliates found in violation of this policy may be immediately terminated from the program and will forfeit all commissions earned as of the date any such keyword was purchased.
  • Spyware

    We will refuse all applications or signups from affiliates which we believe participate in spyware, adware or parasiteware techniques for driving traffic. We reserve the right to research and investigate affiliates and their activities and, at our own discretion, determine whether or not these practices are in place. Affiliates found in violation of this policy will be immediately terminated from the program and will forfeit all commissions.
  • Links

    As an affiliate, Designer Checks will make available to you, via the Shareasale.com site, a variety of graphic and textual images (the "Images") that serve to identify your site as a member of the Affiliate Program and will establish links from your site to DesignerChecks.com (the "Links"). You may, subject to the terms and conditions of this Agreement, display Links as often and in as many areas on your site as you desire. You shall cooperate fully with Designer Checks in establishing and maintaining Links. You may display in your site only those Images provided to you by Designer Checks. Designer Checks may discontinue use of or replace Images at any time and from time to time in its sole discretion. Upon request, you shall remove any Image from your site and replace it with a new Image provided by Designer Checks. All Links must be displayed prominently in relevant sections of your site. Links may be modified or expanded from time to time upon agreement between you and Designer Checks, however, the banner link code cannot at any time be modified by the affiliate, doing so will not allow proper reporting of traffic sent through such banner link code. Each Link connecting users of your site to an area of DesignerChecks.com will in no way alter the look, feel, or functionality of DesignerChecks.com. Designer Checks may monitor your site at any time and from time to time to determine if you are in compliance with the terms and conditions of this Agreement.
  • Designer Checks's Obligations

    Designer Checks shall be responsible for providing all information necessary to allow you to make appropriate Links from your site to DesignerChecks. Designer Checks shall (i) process all orders (which includes order entry, payment processing, shipping, handling cancellations and returns, and related customer service) from users who link from your site, (ii) track the volume and amount of sales generated by Links from your site, and (iii) provide information to affiliates regarding sales statistics.
  • Affiliate's Obligations
    • You will be solely responsible for the development, operation and maintenance of your site and for all materials that appear on your site, including, without limitation: the technical operation of your site and all related equipment; the accuracy and appropriateness of materials posted on your site; 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); ensuring that materials posted on your site are not libelous, defamatory, misleading, false or deceptive or otherwise illegal; ensuring that your site and your business practices do not include any of the activities of unsuitable sites listed in Section 2 above.
    • You agree to keep your Application updated with current and accurate information.
    • You agree to pay and be responsible for all costs and expenses you may incur in connection with the Affiliate Program or your performance under this Agreement.
    • Designer Checks is not obligated to make any representations, warranties or other statements concerning you, your site, any of your products or services, or your site policies.
  • Contests and Promotions

    As an affiliate, provided you perform in accordance with this Agreement, you shall be entitled to participate in and promote on your site special promotions Designer Checks may offer, and, in connection therewith, such promotions shall be available to users of your site.
  • Commissions

    Designer Checks shall pay you a 20% commission for purchases of check and accessory products (both Personal and Business) made by users of your site who link to DesignerChecks.com, less all taxes, shipping and handling charges, cancellations, returns, fraudulent transactions, charge backs and other similar charges or products for which Designer Checks is unable to collect the purchase price of the product (a "Qualifying Purchase"). Commissions will be paid only on orders received during the term of this Agreement. Affiliates will be paid the respective commission amount depending on their order performance through the calendar year.
  • Commission Payment

    Shareasale.com handles all commission payments. Please visit Shareasale.com for more information regarding minimum payouts and timing of payments.
  • Reports of Sales

    You will be given a password and shall have the ability to enter a password-protected site to receive your sales statistics.
  • Policies and Pricing
    • Users who buy Designer Checks' products through the Affiliate Program are customers of Designer Checks. Accordingly, all of Designer Checks' policies (including prices and pricing policies), and operating procedures concerning customer orders, customer service, and product sales shall apply. Designer Checks may change its policies and operating procedures at any time. Designer Checks reserves the right to change prices of products at any time and from time to time. Except as may be permitted by Designer Checks you may not include price information in your product descriptions.
    • You understand and agree that Designer Checks shall be the sole owner of any and all data and information Designer Checks (or its representatives) obtains or gathers from, or in connection with, end users visiting or transacting business on the Designer Checks site or otherwise transacting business with Designer Checks, including without limitation, all transaction, usage and preference data.
  • Publicity

    You shall not create, publish, distribute, or permit any written material that makes reference to Designer Checks or the Affiliate Program without first submitting such material to Designer Checks and receiving its written consent.
  • Licenses and Use of the ChecksUnlimited.com Logos and Trademarks
    • Designer Checks grants you a limited, non-exclusive, non-transferable, revocable right to (i) access DesignerChecks.com through the Links solely in accordance with the terms of this Agreement, and (ii) solely in connection with such Links, to use the DesignerChecks.com trademark and logo and similar identifying material relating to Designer Checks (but only in the form(s) that they appear on Designer Checks' Shareasale.com pages) (collectively, the "Licensed Materials"), for the sole purpose of promoting Designer Checks products on your site. You may not copy, except as expressly set forth in this Agreement, distribute, alter, modify, reverse engineer, or create derivative works from the Licensed Materials. Designer Checks may revoke your license at any time by giving you written notice. Any goodwill arising out of your use of the Licensed Materials shall inure to the benefit of Designer Checks only.
    • You shall not make any specific use of any Licensed Materials for purposes other than promoting Designer Checks' products on your site. You agree not to use the Licensed Materials in a manner that is misleading or deceptive or disparages Designer Checks, its site, the Affiliate Program or Designer Checks’ products or services or that otherwise portrays Designer Checks, in its discretion, in a negative light. Designer Checks reserves all rights in the Licensed Materials. At no time during the Term or thereafter will you challenge, or assist others in challenging, the validity of the Designer Checks Licensed Materials or the registration thereof or attempt to register any confusingly similar trademarks, service marks, logos, trade names or domain names. Except for the limited license set forth above in Subsection (a) of this Section 12, no license or other rights to the Designer Checks’ Licensed Materials will be deemed granted to you hereunder or in connection with the Affiliate Program, by implication, estoppel or otherwise.
    • You grant to Designer Checks a non-exclusive license to use your names, titles, logos, and trademarks (the "Affiliate Trademarks"), to advertise, market, promote, and publicize in any manner your participation in the Affiliate Program, and/or Designer Checks' rights hereunder. Notwithstanding the foregoing, Designer Checks is not obligated to advertise market, promote, or publicize your participation in the Affiliate Program, the existence of the Affiliate Program, or any other aspect of the Affiliate Program.
    • The licenses granted hereunder shall run concurrently with the term of this Agreement.
  • Obligations Regarding Your Site

    You, at your sole cost and expense, shall develop, operate, and maintain your site and all materials that appear on your site, which development, operation and maintenance shall include, without limitation, technical operation of your site and all related equipment; creating and posting product DesignerChecks reviews, descriptions, and references on your site and linking those descriptions to.com; assuring the accuracy and propriety of all materials and information posted on your site; ensuring that materials posted on your site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal, and all other actions necessary to operate and maintain your site.
  • Term and Termination

    The term of this Agreement will begin as of the date Designer Checks notifies you that Designer Checks has accepted you as an affiliate and will end when terminated by either party. Either you or Designer Checks may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination.
  • Modification

    Designer Checks may modify any of the terms and conditions contained in this Agreement at any time in its discretion. You will be notified of any changes via email by a change notice. If you do not agree to be bound by the terms and conditions of any modification to this Agreement, you may terminate this Agreement by giving written notice to Designer Checks. Your continued participation in the Affiliate Program following any notice of a modification of this Agreement shall constitute your binding acceptance of the Agreement as modified.
  • Relationship of Parties

    You and Designer Checks are independent contractors, and nothing in this Agreement shall be construed to create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You have no authority to make or accept any offers or representations on behalf of Designer Checks. You may not make any statement, whether on your site or otherwise, that contradicts anything contained in this Section.
  • Disclaimers

    Designer Checks makes no express or implied warranties or representations with respect to the Affiliate Program, designerchecks.com, or any Designer Checks products sold through the Affiliate Program, including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of course of performance, dealing, or trade usage. Designer Checks makes no representation that the operation of DesignerChecks.com will be uninterrupted or error free, and Designer Checks shall not be liable for the consequences of any interruptions or errors.
  • Representations and Warranties

    You hereby represent and warrant that:
    • This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.
    • The execution, delivery, and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties.
    • You are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant licenses to use your trademarks in the manner contemplated herein, and such grant does not and will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.
    • No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by you in connection with the execution, delivery, and performance of this Agreement or the taking by you of any other action contemplated hereby.
    • There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against you, or any affiliate of yours, with respect to the execution, delivery, or consummation of this Agreement, or with respect to the Affiliate Trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.
  • Confidentiality

    Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning Designer Checks or you, respectively, or any other affiliate, provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party 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 such party hereto or its affiliates. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person 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 including, without limitation, the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
  • Limitation of Liability

    DESIGNER CHECKS SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF ITS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY AVAILABLE WITH RESPECT TO THIS AGREEMENT OR ANY BREACH BY DESIGNER CHECKS HEREOF SHALL BE TO TERMINATE THIS AGREEMENT.
  • Indemnification

    You shall indemnify and hold harmless Designer Checks and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that Designer Checks' use of the Affiliate Trademarks infringes any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to Designer Checks.

    Designer Checks shall indemnify you against Losses that arise out of any claim that your use of the Images provided to you by Designer Checks infringe any rights of a third party; provided that the Images have not been modified by anyone other than Designer Checks.
  • Independent Investigation

    YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT DESIGNER CHECKS MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT POTENTIAL AFFILIATES 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 AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTY, OR STATEMENT OTHER THAN AS YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT DESIGNER CHECKS MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT POTENTIAL AFFILIATES 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 AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTY, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. SET FORTH IN THIS AGREEMENT.
  • Governing Law

    This Agreement will be governed by the laws of the United States and the State of Colorado, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Colorado Springs or Denver, Colorado, and you irrevocably consent to the exclusive jurisdiction of such courts.
  • Miscellaneous

    You may not assign this Agreement, by operation of law or otherwise, without the prior written consent of Designer Checks. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. This Agreement contains the complete understanding between the parties pertaining to the subject matter hereof. Designer Checks' failure to enforce strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such a provision or any other provision of this Agreement. Should any one or more provisions of this Agreement be determined illegal or unenforceable by any court of competent jurisdiction, all other provisions shall remain effective.
  • Notices

    All notices required under this Agreement shall be sent via United States mail, postage prepaid, addressed to the parties at the following addresses:

    If to Designer Checks:
    Designer Checks
    8245 North Union Blvd.
    Colorado Springs, CO 80920
    Attn: Legal Services
    Facsimile No. (719) 548-9604

    If to Affiliate: The address as set forth in the Affiliate Program Application.
© 2008 Direct Checks Unlimited Sales, Inc.