This agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Light Knight affiliate program (the "program"). As used in this agreement, "we", "us", or "our" means LTDInfotech, Inc. or any of our affiliate companies, as the case may be, and "you" means the applicant. "thelightknight.com site" means the site that has its primary home page identified by the URL www.thelightknight.com, and "site" means a World Wide Web site. "Your site" means any site that you will link to the thelightknight.com site (and which you will identify in your program application).
To begin the enrollment process, submit a complete program application via thelightknight.com site. We will evaluate your application in good faith and will notify you of its acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the program. Unsuitable sites include, but are not limited to, those that:
-promote violence
-promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
-promote illegal activities
-include "Light Knight" or any other trademark of LTDInfotech, Inc. or its affiliate companies, or variations or misspellings of any of them, in their URLs to the left of the top-level domain name (e.g., ".com", ".net", ".uk", etc.) for example, a URL such as "thelightknight.mydomain.com", "thelightknight.com" or "lightknightauctions.net" would be unsuitable
-otherwise violate intellectual property rights.
By participating in the program you agree that you will not engage in any such activities. If we reject your application, you are welcome to reapply to the program at any time. You should also note that if we accept your application and your site is thereafter determined (in our sole discretion) to be unsuitable for the program, we may terminate this agreement. Participation in the program is limited to parties that lawfully can enter into and form contracts under applicable law. For example, minors are not allowed to participate in the program.
Once you have been notified that your site has been accepted into the program, we grant you a revocable, non-exclusive, worldwide, royalty-free license for the duration of the term of this agreement, solely for purposes of facilitating referrals from your site to thelightknight.com site, to provide on your site one or more of the following types of links to thelightknight.com site:
Text link: You may use a plain text link that directs traffic to thelightknight.com site.
Graphic or banner link: You may use a graphic or banner link, designed and supplied by us, to send traffic to thelightknight.com site.
We will provide you with guidelines and graphical artwork to use in linking to thelightknight.com site home page. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with special "tagged" link formats to be used in all links between your site and thelightknight.com site (and for purposes of this agreement, the browser window described above that opens upon a user's clicking on a link is deemed a part of thelightknight.com site, and any link is deemed a link between your site and thelightknight.com site). You must ensure that each of the links between your site and thelightknight.com site properly utilizes such special link formats. Links to thelightknight.com site placed on your site pursuant to this agreement and which properly utilize such special link formats are referred to as "affiliate links." You will earn referral fees only with respect to activity on thelightknight.com site occurring directly through affiliate links; we will not be liable to you with respect to any failure by you to use affiliate links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this agreement.
Except for the license granted under this Section 2, you do not obtain any rights under this agreement in any intellectual property, including, without limitation, any intellectual property with respect to the affiliate links, link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to thelightknight.com domain name.
You also acknowledge that we may crawl or otherwise monitor your site for the purpose of ensuring the quality and reliability of affiliate links on your site (for example, to detect links that are broken or non-functional, links to products that are out of stock or otherwise unavailable, etc.). Therefore, you agree that we may take such actions and that you will not seek to block or otherwise interfere with such crawling or monitoring.
You also acknowledge that as a participant in the program, we may from time to time send you email updates about the program. By participating in the program, you consent to our sending you these email updates.
Further, you acknowledge and agree that you will: (a) use any data, images, text, or other information obtained by you from us or thelightknight.com site in connection with this agreement ("content") only in a lawful manner and only in accordance with the terms of this agreement; (b) not modify or alter any content that consists of a graphic image, other than to resize it; (c) not edit any content that consists of text, other than to shorten its length; (d) not sell, redistribute, sublicense or transfer any content; (e) not use any content in a manner intended to send sales to any site other than thelightknight.com site; and (f) promptly delete any content that is no longer displayed on thelightknight.com site or that we notify you is no longer available for your use.
We will process product orders placed by customers who follow affiliate links from your site to thelightknight.com site. We reserve the right to reject orders that do not comply with any requirements that we periodically may 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 by using affiliate links from your site to thelightknight.com site 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 in our discretion.
We will pay you (in accordance with Sections 5 and 6 below) referral fees on product sales to third parties. For a product sale to be eligible to earn a referral fee, the customer must click-through an affiliate link from your site to thelightknight.com site, and purchase the product during a session. The session ends upon one of the following events:
(a) 30 days elapse from the customer's initial click-through,
(b) the customer orders the product, or
(c) the customer follows a third party's affiliate link.
We will only pay referral fees on eligible products after order, payment and shipping have occurred.
To permit accurate tracking, reporting and fee accrual, you must ensure that the affiliate links between your site and thelightknight.com site are properly formatted. We will not be liable for paying referral fees on purchases that are not correctly tracked and reported because the links between your site and thelightknight.com site are not properly formatted.
You may not purchase products during sessions initiated through the links on your site for resale or commercial use of any kind. This includes orders for customers or on behalf of customers and orders for products you intend to resell at retail on your own. Such purchases may result (in our sole discretion) in the withholding of referral fees and/or the termination of this agreement.
In addition, you may not:
(a) directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using affiliate links on your site to access thelightknight.com site (e.g., by implementing any "rewards" program for persons or entities who use affiliate links on your site to access thelightknight.com site);
(b) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity;
(c) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of thelightknight.com site;
(d) make any orders or subscription requests, or engage in other transactions of any kind on thelightknight.com site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so;
(e) take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring;
(f) other than providing affiliate links on your site in accordance with this agreement, post or serve any advertisements or promotional content promoting thelightknight.com site or otherwise around or in conjunction with the display of thelightknight.com site (e.g., through any "framing" technique or technology or pop-up or pop-under windows), or assist, authorize, or encourage any third party to take any such action;
(g) attempt to circumvent the referral fee schedule or artificially increase your referral fees (e.g. by intentionally featuring, purchasing or requesting or encouraging any third party to purchase items offered on thelightknight.com site (as determined by us) for the purpose of exceeding any referral fee threshold or by causing any page of thelightknight.com site to open in a customer's browser other than as a result of the customer clicking on an affiliate link on your site);
(h) attempt to intercept or re-direct (including, without limitation, via user-installed software) traffic from or on, or divert referral fees from, any web site that participates in the program.
If we determine, in our sole discretion, that you have engaged in any of the foregoing activities or, as the case may be, refused promptly to comply with a request from us to cease any activities mentioned above, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this agreement and/or terminate this agreement.
During each calendar month, for qualifying products sold during sessions initiated through affiliate links on your site, you will earn (subject to the other terms of this agreement) 35% of "qualifying revenues" (revenues derived by us from sales of qualifying product units sold during sessions initiated through affiliate links on your site, excluding costs for shipping, handling, gift-wrapping, taxes separately stated and charged to the customer, service charges, returns and bad debt).
We will pay you referral fees on a monthly basis for qualifying products shipped in the applicable fee payment period. Approximately 30 days following the end of each month you earn referral fees, we will either;
(a) send you a check for the referral fees earned,or
(b) directly deposit the referral fees into your PayPal account.
We are obligated by U.S. federal law to obtain tax information from program participants who are U.S. citizens, U.S. residents or U.S. corporations and from program participants who are not U.S. citizens or residents but whose businesses are taxable in the U.S. If we believe you are a program participant from whom we are obligated to obtain tax information and you do not provide this information to us after we have requested it, we may withhold your referral fee payments until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.
Customers who buy products through this program will be deemed to be 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 policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this program in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect products that you have listed on your site, your site may only show prices when we serve the link in which those prices are displayed. You may not otherwise 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.
We grant you a nonexclusive, revocable right to use the graphic images and text described elsewhere in this agreement and such other text or images for which we grant express permission, solely for the purpose of identifying your site as a program participant and to assist in generating product sales. You may not modify the graphic images or text, or any other of our images, in any way. We reserve all of our rights in the graphic images and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our trademark guidelines, as those guidelines may change from time to time. We may revoke your license at any time by giving you written notice.
You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:
-The technical operation of your site and all related equipment
-Creating and posting product descriptions on your site and linking those descriptions to thelightknight.com site
-The accuracy and appropriateness of materials posted on your site (including, among other things, all product-related materials)
-Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)
-Ensuring that materials posted on your site are not libelous or otherwise illegal
-Ensuring that your site accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors' browsers.
We disclaim all liability for these 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.
As a condition to your participation in the program, you agree that while you are a program participant you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are a program participant. Without limiting the foregoing obligation, you agree that as a condition of your participation in the program you will comply with all applicable laws (federal, state or otherwise) that govern marketing email, including without limitation, the CAN-SPAM Act of 2003 and all other anti-spam laws.
The term of this agreement will begin upon our acceptance of your 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 of termination. Upon the termination of this agreement for any reason, you will immediately cease use of, and remove from your site, all links to thelightknight.com site, and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the program. You are eligible to earn referral fees only on sales of qualifying products that occur during the term, and referral 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.
We may modify any of the terms and conditions contained in this agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on thelightknight.com site. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THELIGHTKNIGHT.COM SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
You and we 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 reasonably would contradict anything in this section.
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 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 program will not exceed the total referral fees paid or payable to you under this agreement.
We make no express or implied warranties or representations with respect to the program or any products sold through the program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of thelightknight.com site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
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 PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
Any dispute relating in any way to this agreement (including any actual or alleged breach hereof), any transactions or activities under this agreement or your relationship with us or any of our affiliates shall be submitted to confidential arbitration in Illinois, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the state of Illinois (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this agreement shall be joined to an arbitration involving any other party subject to this agreement, whether through class arbitration proceedings or otherwise.
This Agreement will be governed by the laws of the United States and the state of Illinois, without reference to rules governing choice of laws. 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 be 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 provision or any other provision of this agreement.