Products From New Zealand Affiliate Operating Agreement

This Agreement contains the complete terms and conditions that apply to your participation as an affiliate in the affiliate program of Products From New Zealand Ltd ("ProductsFromNZ"), and the establishment of Links from your affiliate Web site ("Affiliate Site" or "your site") to our Web site ("ProductsFromNewZealand.com" or "our site").


1. Enrollment in the affiliate program. To begin the enrollment process, you must submit a complete affiliate program application.
We will evaluate your application in good faith and will notify you of your acceptance or rejection in a timely manner.
We may reject your application if we determine, in our sole discretion, that your site is unsuitable for the affiliate program for any reason including, but not limited to, inclusion of content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable.

If we reject your application, you are welcome to reapply to the affiliate program at any time.
If we accept your application and your site is later determined by us, in our sole discretion, to be unsuitable for our affiliate program, we may terminate this agreement.


2. Subject to the terms and conditions set forth below, we shall be a New Zealand made gifts and products seller on your site. This agreement does not prevent an affiliate from selling/fulfilling its own on-line of gifts and products or from accepting paid advertising from other gift and product dealers.
However, both such actions are not to occur close by any ProductsFromNewZealand branded or co-branded pages. (i.e. We do not want you to have photographs of another manufacturer's items in close association, so it is implied that these are ProductsFromNZ items. Please contact us to discuss this further, if necessary).


3. Promotion of Our Affiliate Relationship.

a. Links.
As an affiliate site, we will make available to you a variety of graphic and textual links (each of these links sometimes being referred to herein as "Links" or, individually, as a "Link"), which, subject to the terms and conditions hereof, you may display as often and in as many areas on your site as you desire. The Links will serve to identify your site as a member of our affiliate program and will establish a Link from your site to our site.
The Links may connect from any applicable area of your site to the appropriate area of ProductsFromNewZealand.com, using the banner and EXCLUSIVELY the URL we provide. (We encourage you to embed this affiliate code into photos, through to text links and banners we provide for this purpose).

b. Agreements Regarding Links.
In utilizing the Links, you agree that you will cooperate fully with us in order to establish and maintain such Links. You also agree that you will display in your site only those graphic or textual images (indicating a Link) that are provided by us, and you will substitute such images with any new images provided by us from time to time throughout the term of this Agreement.
All Affiliate Sites shall prominently display such graphic and/or textual images in relevant sections of their site. All Links may be modified and/or expanded from time to time throughout the term of this Agreement pursuant to the mutual agreement of the parties hereto. Each Link connecting users of your site to the pertinent area of ProductsFromNewZealand.com will in no way alter the look, feel, or functionality of ProductsFromNewZealand.com.

c. SPAM.
Where can you advertise?
You can advertise our products with opt-in e-mail, pop-ups, banners, classifieds, link trades, search engines, mini sites, and text links.
However, we can't allow you to market our product using unsolicited commercial e-mail (also known as spam) or through inappropriate newsgroup postings. Not only does this violate established Internet advertising standards, but it also jeopardizes the entire program.
Warning: If we receive even one complaint or ever hear that you use spam to advertise anything related to us, we will immediately terminate your account without warning and you will forfeit all earned commissions.
Additionally, you will compensate us according to our terms and conditions below.
DO NOT SPAM! Affiliate may not link to ProductsFromNewZealand.com from any site which promotes spam, spam software, illegal activities, pornographic or sexual matter, or discrimination.
DO NOT SPAM! Affiliates may not link to ProductsFromNewZealand.com from any site promoted by unsolicited e-mail or inappropriate newsgroup postings.
DO NOT SPAM! Affiliate understands that ProductsFromNewZealand.com will terminate this agreement and withhold all referral fees due if Affiliate is found in violation of this policy. Additionally, Affiliate agrees to pay USD$500 minimum plus pay USD$5,000 for each day of downtime, as well as ISP fees and legal fees, if they cause ProductsFromNewZealand.com to lose Internet access or connectivity because of inappropriate, unethical, or illegal online activities like spamming or inappropriate newsgroup posting.


4. Our Responsibilities.

We will be responsible for providing all information necessary to allow you to make appropriate Links from your site to ProductsFromNewZealand.com.
We will be solely responsible for processing every order placed by a customer following a special Link from your site, and for tracking the volume and amount of sales generated by your site. We will be responsible for order entry, payment processing, shipping, cancellations, returns, and related customer service. Orders can be processed online, or via fax, phone or email or post, and we will track and credit you with the commission.


5. Other Responsibilities and Opportunities of affiliate sites.

a. Placement of Links.
If you qualify and agree to participate as an affiliate site, you shall prominently display Links throughout your site as you see fit and with our consent and use only the banners, images, and URLs provided by ProductsFromNewZealand.com.

b. Contests and Promotions.
As an affiliate site, your visitors will be entitled to participate through your Links to ProductsFromNewZealand.com in any sweepstakes, contests, and special promotions we may offer, and in connection therewith, we shall make such contests and promotions available to users of your site EXCLUSIVELY through banners and images you, the affiliate, obtain from our library.
Use of these Links are on a case-by-case basis, may expire and are subject to our site's Terms and Conditions.
It is the Affiliate's responsibility to ensure all Links work correctly and to check back with ProductsFromNewZealand.com for the placement of new Links.
In addition, you will be entitled to earn commissions as set forth in sections 6 and 7 below.

c. Compliance with the Agreement.
We have the right in our sole discretion to monitor your site at any time to determine if you are in compliance with the terms of this Agreement.


6. Commission Determination.

Only ProductsFromNZ items* that are:
(i) sold by us or a ProductsFromNZ fulfillment retailer,
(ii) purchased by users linking to our site from your site pursuant to a Link ("Linked Users"),
(iii) shipped by us or a ProductsFromNZ fulfillment retailer, and
(iv) for which full payment has been received will qualify for a commission (each, a "Qualifying Purchase").

* 'Items' shall mean products and gifts displayed on the ProductsFromNZ on-line catalog.

Once a visitor is registered against your affiliate code/ID, you will also collect commission if the person becomes a customer by purchasing from us either directly on the site, or phones/faxes or emails their orders to us any time in the future.

Commission rates will be based on the aggregate amount actually paid to us for qualifying purchases of the ProductsFromNZ items, excluding amounts collected by us for sales taxes, duties, gift-wrapping, shipping, handling, and similar charges, amounts due to credit card fraud and bad debt, credits for gift certificates, credits for Loyalty Points, and credits for returned goods ("Net Sales").
We reserve the right to exclude items and promotions we may run on our site from the payment of commissions and change our commission rates.

Our current commission rates on all Products & Services (and Gift Certificates) displayed on the ProductsFromNZ on-line catalog varies between ten percent (10%) to fifteen percent (15%) net sale for the initial (first) order that a new customer makes with us. (Percentage is variant upon which item they purchase. Over 80% of items will give a 15% commission).

There-after, LIFETIME sliding commission scale, ranging from 5% to 10% paid to YOU, for ALL SUBSEQUENT orders by your customer. (Over 80% of items will give a 10% commission.)

PLUS, for all sales your sub-affiliates make, then you will receive a BONUS commission of two percent (2%) to five percent (5%) of net sales for qualifying purchases. (Percentage is variant upon which item or service they purchase. Over 80% of items and services will give a 5% commission).

If your referred customer comes through to our store, and does not purchase anything the first time round, but does sign up to our newsletter, you have a life-time of them coming back into our store to eventually purchase from us. At that point you will get a commission from us. Absolutely NO WEASEL CLAUSES in our affiliate agreement. These are found in many of the most prominent on-line retail stores you may be tempted by or have already joined. It goes like this: "If you send someone to buy a particular book but the shopper investigates another page before buying that book, you'll earn 5% instead of the 15% you should earn for a direct link. Worse, if the shopper leaves the site and returns to buy the book another day, you won't earn any commission." THIS IS NOT THE CASE with being an affiliate of Products From New Zealand Ltd.

All commissions paid are over the lifetime of that customer visiting the ProductsFromNewZealand.com store.


7. Commission Payment.

When the total commissions due to you (based on Section 6 above) exceed fifty New Zealand dollars (NZD$50.00), we will send a commission payment for the applicable commission (less any taxes required to be withheld under applicable law) and a statement of activity to you.
Such commission payments and statements of activity will be sent approximately seven (7) days after the end of each month either by check/cheque via Post, or via PayPal. Or you can opt to have payment in the form of store credit, where you will be able to purchase any item at cost (less freight and handling charges).


8. Sales Reports.

You will receive a statement with your commission payment reflecting the number of sales, amount of each sale and the commission paid.
The login and password you selected in your application will give you the ability to enter a secured, password-protected site to receive your sales statistics on an unlimited daily basis (24x7).


9. Policies and Pricing.

Customers who buy ProductsFromNZ items through the affiliate program will be deemed to be customers of ProductsFromNewZealand. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and ProductsFromNewZealand item sales will apply to those customers.
We may change our policies and operating procedures at any time.
For example, we will determine the prices to be charged for ProductsFromNewZealand items sold under the affiliate program in accordance with our own pricing policies.
Prices and availability of ProductsFromNewZealand items may vary from time to time. Because price changes may affect products that you already have listed on your site, 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.


10. Publicity.

You shall not create, publish, distribute, or permit any written material that makes reference to us without first submitting such material to us and receiving our written consent, which we agree shall not be unreasonably withheld.


11. Licenses and use of the ProductsFromNewZealand Logos and Trademarks.

a. WE GRANT YOU A NON-EXCLUSIVE, NON-TRANSFERABLE, REVOCABLE RIGHT TO:
(i) ACCESS OUR SITE THROUGH THE LINKS SOLELY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND,
(ii) SOLELY IN CONNECTION WITH SUCH LINKS, TO USE THE PRODUCTSFROMNZ TRADEMARK AND LOGO AND SIMILAR IDENTIFYING MATERIAL RELATING TO US (BUT ONLY IN THE FORM(S) THAT THEY APPEAR ON OUR LINKS SITE) (COLLECTIVELY, THE "LICENSED MATERIALS"), FOR THE SOLE PURPOSE OF LINKING YOUR SITE TO OUR SITE, WHERE YOUR USERS CAN PURCHASE PRODUCTSFROMNZ PRODUCTS. YOU MAY NOT ALTER, MODIFY, OR CHANGE THE LICENSED MATERIALS IN ANY WAY. YOU ARE ONLY ENTITLED TO USE THE LICENSED MATERIALS TO THE EXTENT THAT YOU ARE A MEMBER IN GOOD STANDING OF THE AFFILIATE PROGRAM.

b. You shall not make any specific use of any Licensed Materials for purposes other than selling ProductsFromNewZealand items on your site for ProductsFromNewZealand, without first submitting a sample of such to us and obtaining the prior written consent of ProductsFromNewZealand, which consent shall not be unreasonably withheld.
You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays us in a negative light.
We reserve all of our rights in the Licensed Materials and of our other proprietary rights.
We may revoke your license at any time by giving you written notice.

c. You grant to us a non-exclusive license to utilize your names, titles, and logos (the "affiliate trademarks"), to advertise, market, promote, and publicize in any manner our rights hereunder; provided, however, that we shall not be required to so advertise, market, promote, or publicize.
This license shall terminate upon the effective date of the expiration or termination of this Agreement.


12. Obligations Regarding Your Site.

a. You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site.
Such responsibilities include, but are not limited to, the technical operation of your site and all related equipment; the accuracy and propriety of materials posted on your site (including, but not limited to, all ProductsFromNewZealand items-related materials); 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.

b. We disclaim all liability for all such matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.

c. You also hereby agree that your site will not contain any content of our site or any materials which are proprietary to ProductsFromNZ, except:
(i) with our prior permission, or
(ii) materials which are obtained by you via the ProductsFromNewZealand Links in accordance with the provisions hereof or the policies or instructions thereon; that
(iii) your domain name does not and will not contain the words "ProductsFromNewZealand," and/or "ProductsFromNewZealand.com" or any variation thereof (collectively, the "ProductsFromNewZealand marks"), and
(iv) that you will not purchase or otherwise contract with a third party to exploit any of the ProductsFromNewZealand marks for the purpose of causing the affiliate site to appear as a search result or for any other reason.


13. Term of the Agreement.

The term of this agreement will begin upon our acceptance of your affiliate program application and will end when terminated by either party.
Either you or we may terminate this agreement at any time, with or without cause, by giving the other party written notice by regular mail or email of termination.
You are only eligible to earn commission on sales occurring during the term at the then current rates, and commissions earned through the date of termination will remain payable only if the related ProductsFromNewZealand item orders are not canceled or returned.
We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.


14. Modification.

We may modify any of the terms and conditions contained in this agreement at any time in our sole discretion.
You will be notified by email and a change notice will be posted on our site.
Modifications may include, but are not limited to, changes in the scope of available commissions, commission schedules and rates, payment procedures, and affiliate program rules.
If any modification is unacceptable to you, your only recourse is to terminate this agreement.
Your continued participation in the affiliate program following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change.


15. Relationship of Parties.

You and ProductsFromNewZealand are independent contractors, and nothing in this agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.
You will have no authority to make or accept any offers or representations on our behalf.
You will not make any statement, whether on your site or otherwise, that would contradict anything in this agreement.


16. Disclaimers.

WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE AFFILIATE PROGRAM OR ANY PRODUCTSFROMNEWZEALAND ITEMS 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). IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.


17. Representations and Warranties.

You hereby represent and warrant to us as follows:

a. This agreement has been duly and validly entered into and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.

b. 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.

c. You are the sole and exclusive owner of the affiliate trademarks and have the right and power to grant to us the license 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.

d. 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.

e. 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 your trademarks and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.

f. You are an adult of at least 18 years of age or you have obtained the permission of an adult legally responsible for your site.


18. Limitation of Liability.

WE WILL NOT BE LIABLE FOR 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 WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.


19. Indemnification.

You hereby agree to indemnify and hold harmless ProductsFromNewZealand, its parent, 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 our use of the affiliate trademarks infringes on 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 us.


20. Independent Investigation.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS 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, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.


21. Governing Law.

This Agreement will be governed by the laws of the New Zealand, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the state courts located in Auckland, New Zealand, and you irrevocably consent to the jurisdiction of such courts.
We may assign this Agreement to any parent, sister or affiliate company that is part of an internal reorganization or to the successor in interest of the business to which the Agreement pertains.
You may not assign this Agreement, by operation of law or otherwise, without our prior written consent.
Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement.

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