By applying for and being accepted through our affiliate program, you agree to the following terms and
conditions of participation. Please read these terms and conditions carefully as they constitute a legal
agreement between you and our company upon acceptance into our affiliate program.
BY CLICKING THE ACCEPTANCE BUTTON AT THE END OF THIS AGREEMENT, YOU AGREE TO BE BOUND BY ALL OF THE
TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT RELATIVE TO YOUR PARTICIPATION IN THE AFFILIATE PROGRAM.
BY CLICKING THE ACCEPTANCE BUTTON BELOW, YOU REPRESENT AND WARRANT TO US THAT YOU HAVE CAREFULLY REVIEWED
THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND THAT YOU AGREE TO BE BOUND BY ALL SUCH TERMS
The name of this affiliate program is the iCarpetiles.com Affiliate Program (the “Affiliate Program”).
You represent and warrant to us that you have read and understand the Privacy Policies that are included
in our web site and agree to the terms set forth therein.
For purposes of this Agreement, the term “you” or “your” refers to the individual
or legal entity who applies for and is accepted into the Affiliate Program. The term “us”
or “we” refers to iCarpetiles, INC (iCarpetiles.com), the sponsor of the Affiliate Program. The
term “our web site” refers to the web site that we maintain at www.iCarpetiles.com. The term “your
web site” refers to the web site on which you agree to place a link to our web site as specified
in your application for affiliate membership. “Merchandise” means all products, merchandise
and stock that is offered by us for sale through our web site.
AFFILIATE PROGRAM REGISTRATION. To register for the Affiliate Program, you must complete and submit
to us an Affiliate Program Application Form. The Affiliate Program Application Form is included on our
web site and can be completed and submitted to us through our web site.
APPROVAL OR REJECTION OF AFFILIATE PROGRAM APPLICATION. We reserve the right to approve or reject ANY
Affiliate Program Application in our sole and absolute discretion. You will have no legal recourse against
us for our rejection of you Affiliate Program Application.
REASONS FOR REJECTION. Without limiting our right to reject any application for any reason whatsoever
in our absolute discretion, your application will be rejected if it is non complete, if your web site
contains images or content that is not acceptable to us or is inconsistent with the image that we wish
to create in association with our web site, or if your web site contains any illegal, immoral, repulsive,
defamatory, derogatory, harassing, harmful, threatening, obscene, vulgar, pornographic, racial or ethnic
objectionable materials, depicts sexual situations, promotes discrimination on the basis of race, sex,
sexual preference, national origin, ethnicity, nationality, disability, religious preference, or if
your site contains any material that appears to us to violate any patent, trademark, copyright, trade
secret, confidential information, or other property rights of any other party.
TERMINATION AFTER ACCEPTANCE. Even after we have accepted you as an Affiliate Program member, we reserve
the absolute right to rescind or terminate your affiliate status for any reason in our sole and absolute
discretion, including but not limited to the reasons set forth above.
FINANCIAL RESPONSIBILITIES. You will be fully responsible for all costs and expenses of maintaining
and marketing the Affiliate Program, including but not limited to all costs associated with the creations,
hosting, modification, and improvements to your web site, costs of search engine placement and other
internet marketing, costs of inserting our links into your web site, offline marketing costs, postage
costs, and all other costs and expenses, and you hereby hold us harmless from or against he same.
NO REPRESENTATIONS REGARDING INCOME POTENTIAL. We make no representations and warranties regarding potential
income that may result from participation in our Affiliate Program and we specifically disclaim any
and all warranties relative to earning potential from your affiliate status.
RESPONSIBILITY TO LINK TO OUR SITE. As a Program Affiliate, you will have the obligations to place links
on your site directing users to our site. We will make available to you button links, text links, and
banner advertisements to be placed on your web site which will direct users to our web site via hypertext
link. As a Program Affiliate, you are given a limited term license, during the term of your active participation
as a Program Affiliate, to utilize our logo images that we provide to you on the web site that you designate
in your Affiliate Program Application.
We make available to our Affiliates, links, banners, and other information advertising our site to be
used subject to the terms of this Agreement. These materials will contain our trademarks and other proprietary
property. You may display these materials on your web site for the purpose of promoting our site and
participating in our Affiliate Program. If you discontinue the Affiliate Program or if your participation
is terminated for any reason, you will immediately cease using these materials and will delete all such
materials from your web site and from your computer. You must obtain our approval of all links to our
site that you place on your web site. You will cooperate with us in the establishment and placement
of links on your web site.
You will only be permitted to use the links that we provide you on the web site that you designate in
the Affiliate Program Application. Any additional web sites or entities will require additional submissions
of Affiliate Program Applications and approval by us.
You will not modify the links or other materials that we provide you or the placement of the links on
your page. You consent to us monitoring your web site to determine continued compliance with this Agreement.
You consent to us including information relative to traffic from your site in our reports. This information
may be provided to outside parties.
We will be responsible for handling all customer inquiries, product orders, customer billing and collection,
product shipment relative to customers that enter our site through the links from your site. Pricing
of our products and services is totally within our discretion and we reserve the right to change the
pricing structure, terminate any special offers, discontinue products or services, or change the terms
under which products or services are offered at any time, without any advanced notice to you or users
accessing our site. Our only responsibility to you in this regard is to track customer orders that occur
through links from your web site and make reports to you of the commissions due to you as a result thereof.
All such reports shall be un-audited. We will have no obligation to provide you with any specific information
relative to any customer, regardless of whether they access our site through the link from your site.
We are not responsible for the failure to assign any sale or commissions to you if the same results
from the improper formatting of the link from your web site. You should assure at all times that the
link is appropriately formatted and report any problems that you may have with the same to us immediately.
Commissions will be paid to you based upon a percentage of sales made to users who access our site through
your site. Commissions will be calculated based upon the gross sales price, but not including any shipping
and handling, sales tax, special service fees such as gift wrapping or packaging, late charges, collection
costs, imports/export duties, and any other payment made to us that is not the purchase price for the
product that is purchased. Commissions will not be calculated based upon amounts that are attributable
to credit card fraud, credits given to customers, bad debt right-off and returned goods. We reserve
the right to deduct in subsequent months for any commission that we pay that is for a product that is
subsequently returned or refunded, or for any other reason if the previous monthly commission was overpaid
or later subject to reduction.
The percentages to be paid as commissions hereunder are currently as set forth in Schedule A at the
end of this Agreement. We reserve the right to change and amend the commission rate structure at any
time, in our sole discretion.
Commissions will only be paid on sales that are tracked through or online tracking system and indicate
your web site’s link to our web site as the source. There is no right to commissions if a user
later returns to our site and makes a purchase through another link or source other than through your
web site. You have no right to commissions based upon subsequent sales, even if the customer first arrived
at our site through the link from your site. Commissions will only be tracked and paid when the user
makes a purchase on the same visit that the user visits our site from the link to our site on your site.
We will pay commission only upon collection by us. You have no right to commissions until the applicable
customer has paid us in full. Only purchases that are made through our online ordering process will
count towards commission calculations. For example, if a customer visits our web site through the link
from your web site and instead of placing an online order calls our company and places an order via
telephone, you will have no right to any commission from that sale.
Commissions will be paid to you on a monthly basis on or about the 15th day of the subsequent month
for amounts received by us during the previous month. Commissions will be paid ONLY for orders settled for a minimum of 30 days from the date the order was placed.
We do not guarantee an exact date of calculation of commissions or payments. All payments will be made either via company check sent to the address that you
supplied in the Affiliate Program Application OR via PayPal to email address you supplied. We do not send payment if the total commission due to
you is not at least $50.00. Amounts below $50.00 will accrue to your account and payment will be made
for the month when your total commissions achieve the minimum $50.00. We reserve the right to amend
the minimum commission payment amount at any time.
All parties who make purchases through our web site, regardless of whether they may have reached our
web site through the link from your web site, are deemed to be our customers and not your customers
relative to our products and services. We will have the right to contact these customers and send future
marketing offers to them. You will have no right to commissions on subsequent purchases that may be
made by these customers, except for subsequent purchases that may be traced at the time of purchase
through a link from your web site. Additionally, all such customers and purchases will be subject to
our policies, procedures, rules and regulations and you have no right or authority to amend or offer
any different offers relative to the purchase of products from our web site. We however, reserve the
right to amend any of our terms, conditions, policies, procedures, pricing, payment policies, collection
policies, and all other items relative to our business and sale of products at any time in our sole
- We cannot guarantee product availability or the term of any price or special promotion or offer.
You will have a non-exclusive, limited term license to use the trademarks, logos, and copyrighted material
that we provide to you for use solely on the home page that you designate in your Affiliate Program
Application. You may only use the images that we specifically make available to our Affiliate Members
at the area of our web site that is specifically designated as approved images for Affiliate Program
Members. You may not distribute, reproduce, modify, amend, these images in any way. You may use these
images only for the purposes of promoting our web site and products on your web site in compliance with
the Affiliate Program policies and procedures and the terms of this Agreement. The license so granted
is subject to complete compliance with all terms and conditions of this Agreement and any policies we
may create and amend from time to time regarding the Affiliate Program. You will only use such items
in the form, size, content, and appearance that we provide them to you. You are not permitted to modify
them. You agree to display these items prominently on your web site. These items may only be used in
if they contain a hypertext link to our web site. This license shall immediately terminate upon your
termination from the Affiliate Program. We may also terminate this license upon notice to you in the
event that your use of these items is contrary to or does not conform with our standards, such standards
to be determined in our sole and absolute discretion. You agree that we retain all right, title and
interest in and to all such materials. We will retain all goodwill and other value associated with any
of these materials. You will not gain any trademark, copyright or other proprietary rights to such materials.
You agree that you will not take any action that is contrary to or inconsistent with our rights to these
materials. You will not use these materials in any way that is damaging, defamatory, disparaging, derogatory,
or negative to us or that paints us in a false or negative light. We may revoke the limited license
granted hereunder at any time in writing to you. Upon termination or revocation, you will immediately
cease from any use this material.
You are not permitted to use any other proprietary materials, including but not limited to trademarks,
copyrights, logos, text, and any other materials that belong to us or to any other party and which may
appear on our web site.
You grant to us a non-exclusive right and license to use your trademarks, trade names, service marks,
business names, web page titles, slogans, logos, and copyrighted materials for the purposes of promoting,
advertising, announcing, or marketing your participation in our Affiliate Program. You represent and
warrant to us that no other party has any rights in and to any of these materials and that these materials
do not infringe upon or otherwise interfere with the rights of any other party. You represent and warrant
that you are the absolute, sole and exclusive owner of all such materials and the owner of all trademark
rights, copyrights, and other proprietary rights in and to the same. You represent that you have the
right, power, and authority to license said materials to us as aforesaid and that you are not under
any legal or contractually limitation on the right to so license these materials. We have no obligation
to announce, advertise, market, or promote your participation in our Affiliate Program, but reserve
the right to do the same at our sole discretion.
You are responsible for all matters pertaining to your own web site including its development, maintenance,
operation and placing links on your site in compliance with the terms of the Affiliate Program. You
are completely responsible for all items that appear on your site and for assuring that such items do
not infringe upon or violate the rights of any other party. We are not responsible for any matter pertaining
to your site or the content thereof and you hold us harmless and indemnify us from any and all claims,
suits, threats, demands, liabilities, actions, causes of action related in any way to your web site
and business. Such indemnity includes our costs and attorney fees in defending any such matter. You
represent and warrant to us that your site does not and will not contain any materials that are illegal
and that your site is not operated for an illegal purpose or in an illegal manner.
You hereby represent and warrant to us that you have the complete power and authority to enter into
this Agreement and that this Agreement constitutes a valid and legally enforceable agreement. The entry
of this Agreement has been duly and validly authorized by all necessary corporate or other organizational
actions and approvals. Your entry of this Agreement is not prohibited by the terms of any document,
is not contrary to any law, rule or regulations, and is not in violation of any court or administrative
The effectiveness of this Agreement shall not commence until your Affiliate Program Application is accepted
by us. The effectiveness hereof and binding effect shall occur upon our acceptance of your Affiliate
Program Application. This Agreement shall remain in full force and effect until terminated by you or
by us. Either of us may terminate this Agreement at any time, with or without cause, by giving the other
party written notice of termination in compliance with this Agreement. Notices sent hereunder shall
be via Email to you at the Email address indicated in your Affiliate Program Application. Any and all
notices to you via Email at such address shall be deemed to be effective notice to you for all purposes.
You will forfeit all right to receive past commissions that may have accrued to you if this Agreement
is terminated as a result of your failure to comply with the terms of this Agreement or any policies
and procedures of Affiliate Program that may be established and amended by us in our discretion from
time to time. If this Agreement is terminated for any other reason, you will have a right to receive
your accrued commissions through the effective date of termination; provided, that if your total commissions
due hereunder do not exceed $50.00, such accrued commission shall be forfeited. We have the right to
withhold final commission payments for sufficient time in order to assure that the amount paid to you
is accurate and not subject to later adjustment for returns or any other reason. If following final
payment we determine that the amount of commissions that you were paid was too high, as a result of
subsequent returns or any other adjustment or reason, the differential shall be a debt from you to us
and we shall have all legal right to receive a refund of such overpaid commission from you.
We reserve the right in our sole and absolute discretion, to modify any terms and conditions of the
Affiliate Program and the terms and conditions of this Agreement upon notice to you. Notice of any changes
may be given via Email to you or by posting such changes in the Affiliate Program sections of our web
site. Such changes and modifications will take effect upon transmission of Email or posting on our web
site. You may terminate participation in the Affiliate Program in the event that any of these modifications
are unacceptable to you and such termination shall be your sole and exclusive remedy. In the event that
you continue to participate in the Affiliate Program following such modifications, you will be deemed
by your continued participation to accept any and all such changes.
WE HEREBY DISCLAIM ANY AND ALL WARRANTIES AND LIABILITY RELATED TO ANY DOWNTIME OR FAILURE FOR USERS
TO BE ABLE TO ACCESS OUR WEB SITE OR TO ACCESS OUR WEB SITE USING THE LINK FROM YOUR WEB SITE. FURTHERMORE,
WE SHALL NOT BE RESPONSIBLE FOR AND HEREBY DISCLAIM ANY AND ALL WARRANTIES RELATED TO OUR WEB SITE,
THE AFFILIATE PROGRAM, YOUR PARTICIPATIONS IN THE AFFILIATE PROGRAM, YOUR ABILITY TO MAKE ANY COMMISSIONS
OR OTHERWISE PROFIT THROUGH PARTICIPATION IN OUR AFFILIATE PROGRAMS, INCLUDING BUT NOT LIMITED TO ANY
WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE OR MERCHANTABILITY, NON-INFRINGEMENT, OR ANY CLAIM
MADE BASED UPON OUR COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT REPRESENT OR WARRANT THAT OUR WEB
SITE OR ANY APPLICATION, INCLUDING BUT NOT LIMITED TO OUR LINK TRACKING FEATURES, WILL BE ERROR FREE
OR THAT THEY WILL FUNCTION WITHOUT INTERRUPTION.
WE SHALL NOT BE RESPONSIBLE FOR ANY DIRECT OR INDIRECT DAMAGES OR LIABILITIES OF ANY NATURE, INCLUDING
BUT NOT LIMITED TO INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES, LOSS PROFITS, LOST BUSINESS
OPPORTUNITY OR ANY OTHER DAMAGES; REGARDLESS OF WHETHER WE WERE OR HAVE BEEN ADVISED OF THE POSSIBILITY
OF THE SAME AND TOOK NO ACTION TO PREVENT THE SAME.
Without limiting the forgoing, our total liability for any damages arising hereunder shall never exceed
the total commissions paid and payable by us pursuant to the terms hereof.
In the event that any information is disclosed to you through your participation in the Affiliate Program
related in any way to our company and business which we deem to be confidential and proprietary, you
agree to hold such information in the strictest of confidence and not to disclose such information to
any other party or to use any such information for your own purposes. Confidential information will
include any information regarding our changes or modifications to this Agreement or our Affiliate Program
(which we shall have no obligation to make) or any special treatment that you may receive (which we
reserve the right to provide in our sole discretion to any affiliate). Confidential information shall
also include any and all information related to our business, business plans, marketing plans, user
statistics, financial information, pricing, profits, membership information, affiliations, sales information,
and all other information which we consider to be confidential and proprietary.
You hereby indemnify and hold us, and all of our stockholders, officers, directors, employees, contractors,
affiliates, agents, successors and assigns harmless from and against any and all claims, liabilities,
damages, actions, causes of action, suits, threats, demands, settlements, including all costs and attorney
fees related thereto, that we may incur and which are based in whole or in part upon your participation
in the Affiliate Program, any claims that any of your trademarks and other proprietary material infringe
upon the rights of any other party, your breach of any term, covenants, condition, representation or
warranty contained in this Agreement or any policies of participation in the Affiliate Program, or any
claim related directly or indirectly to your use, operation or the content of your web site.
The terms of this Agreement or any dispute regarding this Agreement or the Affiliate Program shall be
governed under the laws of the Commonwealth of Kentucky. This Agreement shall be deemed to have been
entered in the Commonwealth of Kentucky. You submit to the jurisdiction of the courts of the Commonwealth
of Kentucky and agree that any legal actions related hereto shall be in the courts of Jefferson County,
in the Commonwealth of Kentucky.
The parties hereto are independent contractors and nothing contained herein shall be interpreted as
creating any relationship other than that of independent contracting parties. The parties shall not
be construed as being partners, joint venturers, shareholders, employer/employee, agent/servant. You
have no power or authority to bind us to any obligation, agreement, debt or liability. You shall not
hold yourself out as an agent or representative of our company.
Notices to us shall be by certified mail, return receipt requested addressed to iCarpetiles, Inc,
3320 Gilmore Industrial Blvd, Louisville, KY 40213, or such other address that we provide notice of to you
via Email or by posting the same on the Affiliates section of our web site. Notices to you shall be
by Email addressed to the Email address that you provided to us in your Affiliate Program Application
or by posting such notices on the Affiliate section of our web site. It shall be your responsibility
to check the Affiliate section of our web site periodically to monitor all notices set forth thereon.
This Agreement is only for the benefit of the party that you list in the Affiliate Program Application.
You shall have not right to assign this Agreement or any benefits or obligation hereunder to any other
party or legal entity. Any attempted assignment shall be void.
If any provision or term of this Agreement is held to be invalid for any reason, it shall not affect
the enforceability of the remainder of this Agreement or any other term or condition of this Agreement.
This Agreement sets forth the entire agreement and understanding between the parties with respect to
the subject matter hereof and supercedes any and all prior discussions, understandings, agreements,
representations, warranties or covenants between the parties related to the subject matter hereof. This
Agreement may only be amended by a writing signed by the authorized representative of each of the parties,
except as otherwise set forth herein. Any waiver of a breach or default under this Agreement shall not
constitute a waiver of any subsequent or other breach or default and shall not serve to modify the agreements
set forth herein.
YOU REPRESENT, WARRANT, ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT IN ITS ENTIRETY AND
FULLY UNDERSTAND AND AGREE TO ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN.
This sets forth our policy with regard to the use of “Spam” marketing techniques in connection
with Internet Marketing. In the event that we deem you to be in violation of these policies, we shall
immediately revoke your membership rights and close any active account.
We have a strict policy against spamming. We forbid the sending of unsolicited mass Emails or unsolicited
Emails of any kind in connection with the marketing of our programs, products and services.
We reserve the right to terminate your account and participation in our programs “for cause”
if we deem you to be in violation of our anti-spamming policies. We also reserve the right to suspend
your account and participation pending review upon receipt of any complaint or other evidence that you
may be engaging in any spamming activity.
We consider spamming to be any activity whereby you directly or indirectly transmit email messages to
any email address that has not solicited such email and does not consent to such transmission. We also
consider spamming to constitute posting advertisements in newsgroups in violation of the terms of participation
in such newsgroup, that are off topic, or in newsgroups that do not specifically permit advertisements.
We also consider it spamming when advertisements are placed on message boards or in chat rooms when
they are not permitted by the terms of participation in such message boards and chat rooms.
If you are “spammed” by anyone regarding our products, services, web site, or any other matters,
please report this activity to spam@iCarpetiles.com
with attachment(s) of the email(s) and headers if possible.