Effective Date: January 1, 2014
Welcome to the iDesign Street Affiliate Operating Agreement (“AOA”). This AOA contains the conditions under which you may participate in the iDesign Street Affiliate Program (the “Program”). If you do not read, understand, and agree to all of the terms and conditions of this AOA, you may not participate in the Program. This AOA describes your rights and responsibilities and what you can expect from the iDesign Street Service and is in addition to the WTUA you have entered into with us, which is hereby incorporated by reference in this AOA. Use of the iDesign Street Website constitutes your acceptance of and agreement of both the WTUA and this AOA. Where there is a conflict between the WTUA and this AOA, this AOA shall govern and take precedence.
iDesign Street (“iDesign Street”) reserves the right to modify any of the terms and conditions contained in this AOA at any time and in its sole discretion. Any change notice or new agreement will be posted publicly on the iDesign Street Website (defined below, “Website”), and/or through use of email, newsletters, and/or other electronic message systems. Modifications may include, for example, changes in the scope of available commission fees, commission fee schedules, payment procedures, Program features, and Program rules. If any modification is unacceptable to you, your only recourse is to terminate this AOA. Your continued participation in the Program following posting of a change notice or new agreement on the Website will constitute binding acceptance of the change.
If you are interested in becoming an iDesign Street Affiliate, please read these terms and conditions carefully. There are restrictions on the types of content that can be offered in connection with affiliate accounts and failure to comply with the program terms will result in termination. Storekeepers are automatically enrolled in the Affiliate Program, whether they use the program or not.
If you are a resident of the following states, you are not eligible for, and may NOT participate in, the iDesign Street Affiliate Program (see sections 2.1 and 2.5 below):
- New York
- North Carolina
- Rhode Island
Table of Contents
- Agreement; Terms of Service.
- Eligibility and Becoming an Affiliate.
- Your Affiliate Website.
- Customers Purchasing Via the Program.
- Identifying Yourself As An Affiliate.
- Limited Licenses.
- Governing Law and Venue.
- Term; Termination.
1. Agreement; Terms of Service
1.1 Affiliate Program. This Affiliate Operating Agreement (“AOA”) provides the terms and conditions under which iDesign Street makes available the Affiliate Program by which you may refer potential customers to the iDesign Street Website in exchange for a Referral Fee should those customers make a purchase.
1.3 Additional Definitions. For purposes of this AOA: (i) “Website” means a World Wide Website and, depending on the context, refers either to the iDesign Street Website located at www.iDesignStreet.com, or any of our affiliated and wholly-owned Websites, and (ii) “Affiliate Website” means the website that you will link to the iDesign Street Website. As used in this AOA, “our” or “we” means iDesign Street.
2. Eligibility and Becoming an Affiliate.
2.1 Opening an Account. To become an Affiliate and participate in the Affiliate Program, you open an Affiliate account (an “Affiliate Account”) by agreeing to the terms and conditions of this AOA. Storekeepers are automatically included in the Affiliate Program. All Affiliates and Storekeepers, hereinafter referred to as “Affiliate” or “Affiliates,” that agree to be bound by the terms and conditions set forth in this AOA are automatically approved and can begin participating in the program. At any time thereafter, iDesign Street may evaluate your status as an Affiliate and limit or terminate your Affiliate Account for any reason as determined in our sole discretion, including but not limited to, the inclusion of content that is in any way unlawful, harmful, threatening, defamatory, obscene, pornographic, harassing, racially or ethnically derogatory or otherwise objectionable or damaging to our business. Should the state, province, or territory you reside in pass a “Nexus” law that makes iDesign Street responsible for sales tax collection in your state, province, or territory because of your status as an iDesign Street Affiliate, iDesign Street may immediately terminate your Affiliate Account at our discretion. All decisions are final and in our sole discretion. If we revoke or terminate your Affiliate Account, you may reapply at any time, but there is no guarantee that any later determination will differ from the first. Coupon sites and scripting are NOT permitted in connection with any Affiliate Account.
2.2 Contact Information. You must provide us with accurate and complete contact and payment information when you open an Affiliate Account. You must immediately notify us if any of your contact or payment information changes. If you do not provide us with complete, accurate, and updated contact information, you may not be eligible to receive commissions based on your participation in the Program. You will receive an email confirming your account information. If you do not provide full contact emails at registration, we will contact you within thirty (30) days to update your information. If you fail to do so, your Affiliate Account will be subject to termination.
2.3 Account Security.
Inclusions. You are subject to all the password conditions as found and defined in Section 6.2 of the WTUA, which is hereby incorporated by reference in this Sales Agreement.
2.4. Minimum Website Requirements. iDesign Street Members and Storekeepers are eligible to participate in the Program, however, we reserve the right to close any Member or Storekeeper’s Affiliate Account at any time for any reason. We do not allow Affiliate Websites to participate in the Program that violate the iDesign Street Design/Content Usage Policy.
2.5 State Residency Restrictions. Currently, you may not participate in the Affiliate Program if you are a resident of Arkansas, California, Connecticut, Georgia, Hawaii, Maine, Minnesota, Missouri, New York, North Carolina, Pennsylvania, or Rhode Island.
3. Your Affiliate Website.
3.1 The Use of Links from Your Affiliate Website. As a member of the Program, you may provide on your Affiliate Website one or more of the following types of links to the Website:
- Product Links
- Category Links
- Search Box Link
- General Link To www.iDesignStreet.com Home Page
We will provide you with guidelines and image artwork to use in linking to the Website. To permit accurate tracking, reporting, and commission fee calculation, we will provide you with Referral “tagged” link formats for use in all links between your Affiliate Website and the Website. You must ensure that each of these links properly uses such Referral link formats. Links to the Website placed on your Affiliate Website pursuant to this AOA and which properly use such Referral link formats are referred to as “Referral Link(s).” You will only earn commission fees with respect to activity on the Website occurring directly through Referral Links. We will not be liable to you with respect to any failure by you to use Referral Links, with respect to Internet Web Browser features, add-ons, extensions, or plugins that block or remove Referral Links, or websites that remove Referral Links from posted images, including to the extent that such failure may result in any reduction of amounts which would otherwise be paid to you pursuant to this Agreement. You will, however, earn commission fees with respect to all product purchases through the Website that iDesign receives from properly executed and delivered “Referral” links.
3.2 Additional Restrictions. (i) You may not use any existing or future software products or services that (a) will replace, intercept, interfere, hinder, disrupt or otherwise alter in any manner the Website user’s access, view or usage of, or other aspect of the user’s experience at any iDesign Street Affiliate Websites in a manner that causes or otherwise results in a different experience from what was otherwise intended by iDesign Street Affiliates; or (b) will block, alter, direct, redirect, substitute, insert, append itself to, or otherwise intercept or interfere in any manner with any click through or other traffic-based transaction that originated from iDesign Street Affiliates with the result of reducing any compensation or other payment earned by or owing to iDesign Street Affiliates. (ii)You may not purchase, register, or bid on any keywords, search terms or other identifiers that include the term “iDesign Street” or variations thereof (for example “iDesignStreet”, “iDesignSt”, “iDesignSt.com”, etc.) for use in any search engine, portal, sponsored advertising service or other search or referral service. (iii) If iDesign Street determines, in its sole discretion, that you have engaged in any of the foregoing activities or are in any other way abusing the system, we may (without limiting any other rights or remedies available to iDesign Street) withhold any referral fees otherwise payable to you under this AOA and/or terminate this AOA.
3.3 Responsibility for Your Affiliate Website. You will be solely responsible for the development, operation, and maintenance of your Website and for all materials that appear on your Affiliate Website. For example, you will be solely responsible for:
- The operation of your Affiliate website,
- Creating and posting any applicable Product descriptions and/or images on your Affiliate website and linking those descriptions and/or images to our catalog,
- The accuracy and appropriateness of materials posted on your Affiliate website,
- Ensuring that materials posted on your Affiliate website do not violate or infringe upon the Intellectual Property Rights of any third party,
- Ensuring that materials posted on your Affiliate website are not libelous, slanderous, illegal, or violate the terms and conditions set forth in the DCUP, which is hereby incorporated by reference in this AOA.
4. Customers Purchasing Via the Program.
4.1 Order Processing and Reporting. We will process Product orders placed by customers who follow Referral Links from your Affiliate Website to the Website (“Customers”). We reserve the right to reject orders that do not comply with any requirements that we may periodically establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms; process payments, cancellations, and returns; and handle Customer service. We will track sales made to Customers who purchase products using Referral Links from your Affiliate Website to the Website and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time at our discretion.
4.2 Policies and Pricing on the iDesign Street Website. Customers who buy products through this Program will be deemed our customers. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those Customers. We may change our rules, policies, and operating procedures at any time. For example, while Designers may set their own retail prices for products, those prices are based on the Base Price set by us and determined by our costs for that product. Changing the Base Price on a product may change the retail price set by the Designer for that product. We will determine the Base Prices charged for any Products sold under this Program in accordance with our pricing policies. Base Product prices and Product availability may vary from time to time. Because Base Price changes may affect products that you already have listed on your Affiliate Website, you may not include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.
5. Commissions; Referral Fees.
5.1 Commission/Referral Fees. We will pay you a referral fee on certain Product sales to third parties. For a Product sale to be eligible to earn a fee, the Customer must follow a Referral Link from your Affiliate Website to the Website, select, and purchase the Product using our automated ordering system within thirty (30) days of the initial Customer session on the Website, accept delivery of the Product at the shipping destination, and remit full payment to us. Should a customer follow a different Referral Link to the iDesign Street Website within that thirty-day period and make a purchase as described, only the latest Referral Link will be honored for that purchase. Only if all of the above circumstances are met will you be eligible for a fee to be paid. Not all products are eligible for earning Referral fees. Products that are eligible for earning fees in the Affiliate Program may change at any time with no notice to the Affiliates, although we will attempt to provide such information as soon as we can reasonably do so on our Website, and/or through email or newsletter notification.
5.2 Referral Fee Schedule. You will earn Affiliate referral fees based on “Net Qualifying Revenues” according to referral fee schedules established by us on the Affiliate Referral Fee Schedule Page. “Qualifying Revenues” are based on the Final Price sales revenue derived by us from our sale on our Website of print-on-demand products such as apparel, prints, or accessories. “Net Qualifying Revenues” do not include shipping & handling, gift-wrapping, taxes, and service charges. Final Price is the Retail product price less any discounts, coupons, specials, or other marketing or advertising promotions that reduce the Retail price of a product sold by iDesign Street. We pay monthly commissions of up to the maximum percent listed in our Affiliate Commission Fee Schedule to Affiliates. If we determine, in our sole discretion, that you are in violation of any rule of this Affiliate Program or of abusing the system in the manner as determined in our sole discretion, we may (without limiting any other rights or remedies available to us) withdraw your participation and withhold any commission fees payable to you.
5.3 Commission Fee Payment. Commission Fee Payments are issued monthly unless you earn less than the dollar amount selected as the payment threshold (“Payment Threshold”) in the “IRS & Royalty and Commission Payments” Section of your Account Information page, then the amount of such royalties will not be paid, but will accrue to your Account until such time as it becomes equal to or greater than the Payment Threshold. iDesign Street will make a payment to you (by check, wire, or electronic transfer) for the amount of such royalties no later than 60 days after the end of the month in which the total amount of accrued royalties may reach or exceed the Payment Threshold. iDesign Street may, in its discretion, send you a payment before your accrued royalties reach or exceeds the Payment Threshold. If you have provided an undeliverable mailing address and two or more consecutive payments have been returned to iDesign Street as undeliverable, we may stop sending future payments to you until you provide a deliverable mailing address. If a Product that generated a commission fee is returned by the Customer, we will deduct the corresponding commission fee from your next monthly payment. If there is no subsequent payment, we will send you a bill for the commission fee.
5.4 Processing Fees. If iDesign Street owes you accrued compensation that is less than $25 for at least 365 days, then we may send you payment of such accrued compensation minus a $10 processing fee. If the amount of accrued compensation is under $10 for at least 365 days, such amount will be used to cover our administrative costs and no payment will be made to you.
5.5 Termination Fees. If you or we terminate your Affiliate Account, and you have less than $25 in accrued but unpaid compensation then outstanding, iDesign Street may charge you a $10 processing fee when sending you your final payment to cover its administrative costs.
6. Identifying Yourself As An Affiliate.
6.1 All other Communications. You may not make any press release with respect to this Agreement or your participation in the Program without our prior written consent, which may be given or withheld in our sole discretion. You may not misrepresent the nature of your or any other participant’s participation in the Program, and doing so may result in suspension or termination from the Program.
6.2 Other Website Promotion.
6.2.1 Prohibitions. If you engage in any of the prohibited activities noted below, you will be subject to immediate termination from the Affiliate Program: a) Any of the activities described in section 2.2 of the WTUA, which is hereby incorporated by reference in this AOA; and b) Any of the activities described in section 6, Marketing and Advertising Your Products, Stores, and/or Websites, of the DCOSA, which is hereby incorporated by reference in this AOA. These restrictions apply to all search engines, whether in the iDesign Street Website or not.
6.2.2 Independence. In all promotions, you must clearly represent yourself and your Website as entities independent from iDesign Street, our affiliated companies, the Website, and any of our affiliated companies’ Websites, and you may not indicate in any way that we are “partners” or otherwise engaged in any business together other than the Program. In addition, you may not, in any manner, misrepresent or embellish the relationship between us, or express or imply any relationship or affiliation between iDesign Street and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that we support, sponsor, endorse, or contribute money to any charity or other cause).
6.2.3 General promotional guidelines and laws. We reserve the right at our sole discretion to modify the foregoing rules at any time. We reserve the right to take action against any person or entity that does not conform to these rules or any laws related to advertising or marketing on the Internet that may now exist or later arise.
7. Limited Licenses.
7.1 iDesign Street License to You of Logo and Links. We grant you a nonexclusive, revocable right to use the graphic image and text described in Section 3.2(b) and such other images for which we grant express written permission, solely for the purpose of identifying your Affiliate Website as a Program participant and to assist in generating sales of Products. You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. We may revoke your license at any time by giving you written notice. In addition, we grant you a nonexclusive, worldwide right to reproduce and use all graphic images and other materials provided to you, solely for the purpose of creating Referral Links connecting your Affiliate Website to the Website and promoting Products for sale. These product images cannot be used in any form other than the form provided by us.
7.2 License from You to iDesign Street of Your Images. As part of the Program, some members may choose to enable Customers to use selected images from the their Affiliate Website, either owned by the member, or licensed from a third party, for use with Products to be purchased by a Customer. If you choose to enable your Customers to use selected images from your Affiliate Website, either owned by you or licensed from a third party (“Images”) to create and purchase Products, then you agree to abide by the following terms:
7.2.1 Prohibited Images. You are subject to all of the terms and conditions in Section 3,Your Obligations, of the DCOSA, and Section 1, Questionable Material and Prohibited Content, of the Design/Content User Policy, which are hereby incorporated by reference in this AOA. While iDesign Street has no obligation to monitor the transactions or communications made through its Website, it reserves the right to cancel any such transaction or take any other action to restrict access to or the availability of any material that may be considered to be objectionable, without any liability to you or any third party.
7.2.2 Limited License to Your Images. You are subject to all of the terms and conditions in section 4.1, Licensing Your Design/Content to iDesign Street, in the DCOSA, which is hereby incorporated by reference in this AOA. In the event you or iDesign Street terminate your Account: (a) you must immediately remove all links to the Website from any websites you operate and cease representing yourself as a user of our DCOS or Affiliate Program; (b) any Designs/Content currently in the order process and/or being used in promotional materials for the iDesign Street company or website will be retained until such orders or promotions are completed; and (c) your Designs/Content will be blocked from sales as soon as is practicable, except as provided in the preceding section (b).
c. Ownership of and Use Rights to Your Images. You are subject to all of the terms and conditions of Section 5, Product Creation, of the DCOSA, which is hereby incorporated by reference in this AOA. You retain all Intellectual Property Rights to your Designs/Content, except as noted above.
Fraud; No Referral Incentives. You may not participate in any scheme that would be deemed fraud, credit card fraud, or an attempt to purchase Products from the Website with an intent to defraud, nor may you assist any third parties in doing so, whether successful in such efforts or not. You may not, directly or indirectly, offer any person or entity any consideration or incentive (including, without limitation, monetary payments or discounts) for using Referral Links on your Affiliate Website to access the Website (for example, by implementing any “rewards” program for persons or entities who use Referral Links on your Affiliate Website to access the Website) for any reason, either to purchase Products, to become an Affiliate, or otherwise. If we determine, in our sole discretion, that you have offered any person or entity any such consideration or incentive, we may (without limiting any other rights or remedies available to us) withhold any commission fees otherwise payable to you under this Agreement and/or terminate this Agreement.
9.1 Inclusions. You are subject to all of the terms and terminations found in Section 12, Indemnification, of the WTUA, which are hereby incorporated by reference in this TOS.
9.2 Indemnification. You also agree that covered claims under this indemnity obligation shall include (a) any claim that our use of any images provided via your Website infringes on any trademark, trade name, service mark, copyright, license, right of publicity, or other proprietary right of any third party, (b) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (c) any claim related to your Affiliate Website, including, without limitation, content therein not attributable to iDesign Street.
11. Governing Law and Venue
12. Term; Termination.
12.1 Term. The “Term” of this Agreement will begin upon your acceptance of the terms and conditions set forth in this Agreement and your placement of our banner or textual link on your Affiliate Website and will end when terminated by either party.
12.2 Termination. In its sole discretion, with or without notice to you, iDesign Street may terminate your participation in the Program, and terminate your Affiliate Account.
12.3 Your Termination. You may terminate your Affiliate Account for any reason at any time by emailing affiliatesales@iDesignStreet.com.
12.4 Effect of Termination. You can only earn referral fees on sales of Qualifying Products occurring during the Term, and commission fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your Affiliate Website, all links to the Website, product images from our database, and all iDesign Street trademarks, trade dress and logos, and all other materials provided by or on behalf of iDesign Street to you pursuant hereto or in connection with the Program.