Beverly Hills Caviar Affiliate Agreement

BeverlyHillsCaviar.com’s Affiliate Agreement

The undersigned ("Affiliate-the operator and owner of the Internet Web site(s), emails, other segments or spaces on such Web site(s) and Web-based services described in the Affiliate Application "), by registering to the Affiliate Program and this Affiliate Agreement (collectively "Agreement") to BeverlyHillsCaviar.com (hereafter referred in this contract as BeverlyHillsCaviar.com), acknowledges that it wishes to become an Affiliate, and in consideration of BeverlyHillsCaviar.com's approving Affiliate's Application, agrees to be bound by the terms and conditions of this Agreement as well as any specific terms and conditions required by BeverlyHillsCaviar.com (as defined below) to participate in their respective Affiliate Program. Affiliate warrants that all information provided in the Affiliate Application is true and accurate. Affiliate understands that BeverlyHillsCaviar.com has sole discretion over whether to accept or reject Affiliate's Application, and that this Agreement will not be binding unless Affiliate has been notified of such acceptance.

T.O.S. - AFFILIATE PROGRAM TERMS AND CONDITIONS:

In consideration of the promises set forth below, we agree as follows:

1. Affiliate's Responsibilities.

1.a. We don't tolerate spam. Any form of unsolicited advertising through email, newsgroups, IRC posts, and/or instant messaging clients. Any SPAM complaint regarding a BeverlyHillsCaviar affiliate is cause for immediate termination. This is a very serious matter. Any BeverlyHillsCaviar affiliate who breaks any of the above rules will have their account immediately terminated and all monies earned will be lost.

1.b. Affiliate agrees not to bid on or use BeverlyHillsCaviar.com trademarked terms on any search engines or other web sites (including, but not limited to Overture, Google, epilot.com, and Findwhat.com). In addition, upon BeverlyHillsCaviar.com request, Affiliate will cease bidding or using other terms used to promote the BeverlyHillsCaviar.com program.

1.c. The Affiliate will link its site to areas within BeverlyHillsCaviar.com’s site using special URLs specified in the Affiliate Agreement (the "Required URLs"). Affiliate may post as many links to the Required URLs and the rest of BeverlyHillsCaviar.com’s site as it likes on Affiliate's site. The position, prominence and nature of links on the Affiliate's site shall comply with any requirements specified in the Affiliate Agreement but otherwise will be in the discretion of Affiliate.

1.d. Affiliate agrees not to make any representations, warranties or other statements concerning Beverly Hills Caviar, BeverlyHillsCaviar.com’s site, any of BeverlyHillsCaviar.com’s products or services, or BeverlyHillsCaviar.com’s site policies, except as expressly authorized by the Affiliate Agreement.

1.e. Affiliate is responsible for notifying BeverlyHillsCaviar.com of any malfunctioning of the Required URLs or other problems with Affiliate's participation in the Affiliate Agreement. BeverlyHillsCaviar.com will respond promptly to all concerns upon notification by Affiliate.

2. Limitation of Liability.

2 .a. In no event shall either party be liable to the other party for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages.

3. Commissions.

3.a. BeverlyHillsCaviar.com agrees to pay Affiliate the commission specified in the Affiliate Agreement if BeverlyHillsCaviar.com sells to a visitor to BeverlyHillsCaviar.com’s site (a "Customer") a product or service that is the subject of the Affiliate Agreement and if that Customer has accessed BeverlyHillsCaviar.com’s site and purchased the product or service via a Qualifying Link.

3.b. BeverlyHillsCaviar.com shall have the sole right and responsibility for processing all orders made by Customers. Affiliate acknowledges that all agreements relating to sales to Customers shall be between BeverlyHillsCaviar.com and the Customer. Once a transaction takes place between BeverlyHillsCaviar.com and customer Affiliate acknowledges that the BeverlyHillsCaviar.com owns all rights in regards to future customer contact or relationship.

3.c. All determinations of Qualifying Links and whether a commission is payable will be made by BeverlyHillsCaviar.com and will be final and binding on both BeverlyHillsCaviar.com and Affiliate. Prices for the products will be set solely by BeverlyHillsCaviar.com in its discretion.

3.d. A "Qualifying Link" is a link from Affiliate's site to BeverlyHillsCaviar.com’s using one of the Required URLs or any other URL provided by BeverlyHillsCaviar.com it is the last link to the BeverlyHillsCaviar.com’s site that the Customer uses during a Session where a sale of a product or a service to Customer occurs. A "Session" is the period of time beginning from a Customer's initial contact with BeverlyHillsCaviar.com’s site via a link from the Affiliate's site and terminating upon ten days of initial contact, or when the Customer either returns to the BeverlyHillsCaviar.com’s site via a link from a site other than Affiliate's site or the Affiliate Agreement expires or is terminated.

3.e. Beverly Hills Caviar Payouts - We issue checks twice a month on the 1st and 15th. Each affiliate account must reach a $50 minimum (this means that if you were to earn $30 one pay period, the $30 is added to the next pay period until $50 is reached). Affiliates can expect to receive their checks around the 15th and 1st of each month, unless requested otherwise by affiliates.

Payout Breakdown For Monthly Sales Generated Via Affiliate:

Commission Structure For Monthly Sales and Payouts	Rev Share %
Sales in excess of $50,000.00	30%
$15,000.00 - $49,999.99	20%
$7,500.00 - $14,999.99	15%
$1.00 - $7,499.99	10%

4. Cross-Indemnification.

4.a. Each party hereby agrees to indemnify, defend and hold harmless the other party and its affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) brought by a third party, arising out of a breach, or alleged breach, of any of its representations or obligations herein.

4.b. The parties agree that BeverlyHillsCaviar.com may rely on any data, notice, instruction or request furnished to BeverlyHillsCaviar.com which is reasonably believed by BeverlyHillsCaviar.com to be genuine and to have been sent or presented by a person reasonably believed by BeverlyHillsCaviar.com to be authorized to act on behalf of one of the parties. In the event of any dispute between the parties, the parties agree that to the extent the parties contact and involve BeverlyHillsCaviar.com, BeverlyHillsCaviar.com may consult with and use counsel of its own choice in connection with such dispute and the reasonable fees and disbursements of BeverlyHillsCaviar.com’s counsel shall be within the costs and disbursements covered by the indemnity specified in Section 7.2 above.

5. Offers and Affiliate Agreements.

5.a. At any time prior to Affiliate providing a Qualifying Link, BeverlyHillsCaviar.com may with or without notice (a) change, suspend or discontinue any aspect of an Offer or an Affiliate Agreement or (b) remove, alter, or modify any graphic or banner ad submitted by BeverlyHillsCaviar.com for an Offer or an Affiliate Agreement. Affiliate agrees to promptly implement any request from BeverlyHillsCaviar.com to remove, alter or modify any graphic or banner ad submitted by BeverlyHillsCaviar.com that is being used by Affiliate as part of an Affiliate Agreement.

6. Termination.

6.a. Either party may terminate any Affiliate Agreement at any time by deleting their acceptance of the Affiliate Agreement. Termination of an Affiliate Agreement shall not terminate this Agreement or any other Affiliate Agreement.

6.b. Either party may terminate this Agreement at any time, for any reason, provided that they provide at least five day's prior written notice of such termination to the other party. Termination of this Agreement shall also terminate any outstanding Affiliate Agreements. However, all rights to payment, causes of action and any provisions which by their terms are intended to survive termination, shall survive termination of this Agreement.

7. Ownership and Licenses.

7.a. Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.

7.b. BeverlyHillsCaviar.com grants Affiliate a revocable, non-exclusive, worldwide license to use, reproduce and transmit the name, logos, trademarks, service marks, trade dress and proprietary technology, as designated in the Affiliate Agreement, on Affiliate's site solely for the purpose of creating links from Affiliate's site to BeverlyHillsCaviar.com’s site during Affiliate Agreements. Except as expressly set forth in this Agreement or permitted by applicable law, Affiliate may not copy, distribute, modify, reverse engineer, or create derivative works from the same. Affiliate may not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void.

7.c. Affiliate grants BeverlyHillsCaviar.com a non-exclusive, worldwide, royalty-free license to use, reproduce and transmit any graphic or banner ad submitted by Affiliate solely for co-branding purposes or as a return link from BeverlyHillsCaviar.com’s site to Affiliate's site. BeverlyHillsCaviar.com will remove such graphic or banner ad upon Affiliate's request.

8. Representations.

8.a. Each party represents to the other that (a) it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby, and (b) any material which is provided to the other party and displayed on the other party's site will not (i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene; (v) violate any laws regarding unfair competition, anti-discrimination or false advertising; (vi) promote violence or contain hate speech; or (vii) contain viruses, trojan horses, worms, time bombs, cancel bots or other similar harmful or deleterious programming routines.

8.b. Except for the above representations neither party makes any representations or warranties to the other party, including, but not limited to, any implied warranties of BeverlyHillsCaviar.com’s ability or fitness for a particular purpose.

9. General.

9.a. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of BeverlyHillsCaviar.com’s headquarters. Any action to enforce this Agreement shall be brought in the federal or state courts located in that state. If you need to send official correspondence, send it via registered mail to BeverlyHillsCaviar.com headquarters to the attention of Beverly Hills Caviar legal department.

9.b. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.

9.c. This Agreement may be agreed to in more than one counterpart, each of which together shall form one and the same instrument. The parties agree that execution may be achieved in any format convenient to the parties.

9.d. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part. The individual submitting an application for the BeverlyHillsCaviar.com Affiliate Agreement, once accepted, certifies that she/he is authorized to act on behalf of Affiliate and that she/he, on behalf of Affiliate, has read and accepted the terms, conditions and disclosures associated with this Agreement.