Terms And Conditions & Privacy Policy-Seller

AFFILIATE PROGRAM SERVICES AGREEMENT 

BETWEEN:

CARIBBEAN HOME NETWORK LIMITED, a company incorporated under the laws of Jamaica with offices at 11 Northside Drive,Kingston 6, Saint Andrew, Jamaica W.I (“the Operator”) AND The person, company or firm whose details appear below (“the Member”).

  1. This Agreement is entered into between the parties:
    1. for the grant to the Member of a renewable license and membership by Operator in respect of participation by the Member in Operator’s Affiliate Program (“the Program”); and
    2. the establishment of links to the Operator Internet website located at URL www.caribbeanhomenetwork.com (“the Operator Site”) from the Member’s internet website (“the Member’s Website”) as detailed overleaf and/or/below in the Agreement Schedule;
    3. the provision of an individual page for the Member on the Operator Site;
    4. subject to the provisions of the terms and conditions (“the Terms and Conditions”).
  2. The Operator and the Member hereby agree to be bound by the Terms and Conditions affixed hereto and this Agreement in respect of the membership and participation of the Member in the Program and the supply of the graphic and/or textual links and advertisements by Operator to the Member which together with any other documents (signed and attached hereto by the parties) as listed below shall form part of this Agreement.
  3. The Member acknowledges that it has read the Agreement and the Terms and Conditions and understands and agrees to be bound by them.

AGREEMENT SCHEDULE

THIS SCHEDULE is the schedule to the Agreement and Terms and Conditions of the Agreement.

  1. Commission (“the Commission”):
    1. 1.1.Percentage: 10 per cent ([10] %) of Net Sales by New Customers].
    2. 1.2.Payment Date(s): the net Commission which is due is payable (30)] days after the end of each Month (“Month”) during the Term;
    3. 1.3.Payment Method(s): the Commission shall be payable by: [cheque/credit card/direct deposit/ electronic transfer].
    4. 1.4. Registration fee of: Supplier Standard  (US$29.99/month), Supplier Premium (US$159.99/month)
  1. Notices:

All notices, requests or other communications must be sent via e-mail to the Operator e-mail address  given at sign up or as may be notified to each other from time to time. Any e-mail notices will be effective the next business day after electronically transmitting.

  1. Duration:

This Agreement shall subject to earlier termination continue for the term (“the Term”) as set out below:

  1. 3.1.Commencement Date: Sign up on website
  2. 3.2.Expiry Date : will be on deletion of member profile on our website.
  1. In the event of renewal of the Agreement by agreement between the parties, the parties shall execute a new Agreement front sheet or initial a new Schedule to reflect any changes.

TERMS AND CONDITIONS

  1. Interpretation and Understanding 

The meanings of some of the specially defined words (which begin with a capital letter) and other guides to understanding these Conditions can be found at the end of these Conditions.

  1. Affiliate Program 
  1. In consideration of the payment of the Commission, the Operator agrees to grant the Member membership in the Program in accordance with the Conditions.
  2. Operator will make available to the Member a Link or Links which, subject to these Conditions, may be displayed as often and in as many appropriate areas on the Member’s Site as the Member desires, provided that the Links are displayed prominently in relevant sections of the Member’s Site.
  3. The Links will serve to identify the Member’s Site as a member of the Program and will establish a link from the Member’s Site to the Operator Site.
  4. The Member shall substitute any relevant Links with new Links provided by Operator from time to time throughout the term of the Agreement and will cease to use such Links which have been so substituted.
  5. Operator may make available, where reasonably practicable, information relating to Net Sales data from time to time.
  1. Commission
  1. The Member agrees to pay the Operator, the Commission  and the Registration Fee as set out in the Agreement Schedule provided always that such Commission shall only be payable on Net Sales to New Customers generated initially via operator website. The Commission shall be payable in the manner as agreed under the Schedule herein.
  2. The cheque for the Commission due shall be less any General Consumption Tax (GCT) or other taxes that Operator is required by any applicable law to remit to the taxing authorities.
  1. Operator’s Obligations
  1. Operator shall develop a page on the Operator Site which contains details on the Member including its Links.
  2. Operator shall provide the Links to the Member to enable the Member to link the Member’s Site to the Operator Site.
  3. Operator gives no warranty that access to the Operator Site or any site operated by Operator in connection with this Agreement or the Member’s Website shall be uninterrupted or error-free.
  4. Operator shall have the sole right and responsibility for processing every order for Member Products made via the Operator’s Site, for tracking the volume and amount of sales of Member Products generated by the Member’s Site, and for providing sales statements and reports PROVIDED HOWEVER that the Member has agreed to make the Member’s Products available for sale via the Operator Site
  5. Operator shall be responsible for order entry, payment processing, and related customer service in respect of Member Products sold via the Operator Site.
  6. In respect of Member Products sold via the Operator Site, the Operator shall process payments through the Operator’s Site and said sums shall be paid to the relevant Member less the Commission before  Goods are release to buyer or buyer Affiliate.
  7. It is acknowledged and agreed by the Member that both New and Existing Customers who buy any Member Products through the Operator Site (whether redirected to the Operator Site via Links on the Member’s Site or otherwise) will be customers of Operator and their details will form part of Operator’s confidential information.
  1. Member’s Obligations
  1. The Member agrees and undertakes to:
    1. be solely responsible for the development, operation, and maintenance of the Member’s Site, for all materials that appear on the Member’s Site. Operator shall have no liability or responsibility whatsoever for such matters;
    2. be responsible for the provision of updates of its Member’s page on the Operator’s Site PROVIDED HOWEVER that such information shall be first be reviewed and approved by the Operator.
    3. select a username and password combination to procure an account (“the Account”) on the Operators Site and be responsible for maintaining the confidentiality of this username and password. The Member understands that it shall be responsible for all usage and activity including use of the Account by any third party representative of the Member.
    4. not use any hyperlink or similar mechanism (including “framing”) other than the Links to connect users of the Member’s Site to the Operator Site and not allow any of the Links to redirect users of the Member’s Site to a URL other than the one specified by Operator from time to time unless with Operator’s prior written consent;
    5. not generate false or dishonest memberships or sales of Member Products on the Operator Site and not make any representations, warranties or other statements including without limitation press releases concerning Operator, the Operator Site or any of the Member Products sale on the Operator Site unless with the Operator’s prior written consent.
  2. The Member agrees and undertakes not to:
    1. use or otherwise incorporate the words “Operator” or variations or misspellings thereof or of any of the Operator domain name(s) on the Member’s Site;
    2. modify or alter the Operator Site in any way;
    3. make any representations, either express or implied, or create an appearance that a visitor to the Member’s Site is visiting the Operator Site including, without limitation, by “framing” the Operator Site without Operator’s prior written approval; or
    4. display or perform any advertisement, promotion, or content triggered as result of a user’s click on a Link (including, without limitation, using pop-up windows, interstitial advertisements, new consoles or other similar items or techniques);
    5. SPAM or otherwise send any emails to any lists or groups to which it gains access as a result of this Agreement. The Member understands that its account WILL BE TERMINATED ON THE FIRST OFFENCE OF SPAMMING;
    6. post on the Member Website or its page on the Operator’s Website any material or hyperlinks to any material or other websites that promote adult content, hate or any other discrimination on the basis of including but not limited to religion, sex, age or race or promote violence, bigotry or illegal activity;
    7. to use any other banners or links such as newsgroups, chat rooms, ICQ, message boards, banner networks, counters, guest books or like items; or
    8. place a creative in a “Desktop” advertising scheme including any and all 3rd party advertising platforms that use a desktop application to display ads in any form.
  3. The Member agrees and undertakes not, in relation to Operator, the Operator Site or the Member Products, to engage in any conduct prejudicial to the interests or business of Operator but to act in good faith with respect to Operator.
  4. The Member agrees and undertakes to allow Operator and its representatives access to the Member’s Site at all times to enable Operator or its representatives to monitor the Member’s Site.
  5. The Member further agrees and undertakes to maintain appropriate privacy policies for its respective website.
  6. The Member shall ensure that the Members Site, links, banners or code are written in English.
  1. Licences
  1. Operator hereby grants to the Member a non-exclusive, non-transferable, revocable right to use (i) the Links and (ii) Operator logos, trade names, trade marks and similar identifying material supplied by Operator (but only in the form(s) that they are provided by Operator and solely in connection with the Links) (collectively, the “Licensed Materials”), for the sole purpose of marketing the Operator Site through the Member’s Site and solely in accordance with these conditions.
  2. The Member may not alter, modify, or change the Licensed Materials in any way without the prior written approval of Operator (before being placed on the Member’s Site) and agrees to IMMEDIATELY DISCONTINUE such use at such time as the Agreement is terminated. Operator reserves all of its rights in the Licensed Materials and of Operator’s other proprietary rights.
  3. Operator may terminate the license at any time forthwith upon written notice to the Member, in which event the Agreement will also terminate automatically.
  4. This license shall terminate upon expiration or termination of the Agreement. Upon termination of the Agreement for whatever reason, the Member shall immediately destroy and delete all Licensed Materials and certify to Operator that the Member has done so.
  5. The Member hereby grants to Operator a non-exclusive license to utilise the Member’s names, trade marks, titles and logos (the “Affiliate Trade Marks”), to advertise, market, promote and publicise in any manner the rights hereunder; provided, however, that Operator shall not be required to so advertise, market, promote, or publicise the Affiliate Trade Marks. This license shall terminate upon the expiration or termination of the Agreement.
  1. Term and Termination
    1. The Term of the Agreement will be as set out in the Agreement Schedule unless earlier terminated by either party.
    2. The Operator is only eligible to earn Commission on Net Sales occurring during the Term and will not be entitled to Commission on any Net Sales after the expiration or termination of the Agreement.
    3. Operator shall have the right to terminate the Agreement forthwith by written notice to the Member:
      1. if the Member or any of its agents or employees engages in any conduct prejudicial to the business of Operator or any of Operator’s Websites or in the event that a conflict or potential conflict of interest arises in respect of the parties or in relation to the subject matter of the Agreement;
      2. if any representation or warranty made or deemed to be made or repeated by the Member in or pursuant to the Agreement is or proves to have been untrue or incorrect in any material respect when made or when deemed to be repeated with reference to the facts and circumstances existing at such time.
    4. Any Commission earned by the Operator until the date of expiration or termination of the Agreement will remain payable unless such sales are cancelled or returned.
  2. Representations and Warranties 
    1. Operator makes no express or implied warranties or representations whatsoever to the Member with respect to the Program, the Operator Website, the amount of Commission that may be received or any of the Member Products. Operator will not be liable for the consequences of any interruptions or errors in respect of the Operator Site.
    2. The Member hereby represents and warrants to Operator that it is the sole and exclusive owner of the Affiliate Trade Marks and that it has the right and power to grant to Operator the license to use the Affiliate Trade Marks in the manner contemplated, and such grant does not and will not:
      1. breach, conflict with, or constitute a default under any agreement or other instrument applicable to the Member or binding upon the Member’s assets or properties, or
      2. infringe upon any trade mark, trade name, service mark, copyright, or other proprietary right of any other person or entity.
    3. The Member  further represents and warrants that it is the holder of all property rights in and to the Member Products and that accordingly there are no third party encumbrances which would prevent transferral of property rights to customers of the Operator/users of the Operator Site.
  1. Confidentiality
  1. The Member undertakes to keep confidential the lists of specific customer details and information relating to the New Customers or Existing Customers and not to disclose (whether or not for profit) such list to any competitor of Operator or any other person, firm or company engaged in the sales of similar products during the term and for a period of three (3) years from the date of termination of the Agreement.
  2. The Member shall maintain the confidentiality of all such information and shall not, without the prior written consent of the Disclosing Party (i) utilise the same, directly or indirectly, for its own business purposes or for any other purpose or (ii) disclose the same to any third party. This clause does not apply to any information in the public domain or which is required to be disclosed pursuant to an order issued by a court of competent jurisdiction or applicable law or regulation or which is disclosed by the Receiving Party to its professional advisors on a confidential basis.
  3. Without prejudice to clauses 9.1 and 9.2 herein, the Member understands and agrees that the Operator shall maintain records of New Customers and Existing Customers and may compile such purchasing analytics and data (“Customer Analytics”) as it may deem necessary. Copyright and other rights to the Customer Analytics shall remain the sole property of the Operator which may sell, licence or otherwise deal with it as it deems fit.
  1. Limitation of Liability 

Operator will not be liable for any indirect, special, or consequential damages, or any loss of revenue, profits, business or data, arising out of or in connection with the Agreement or the Program, even if Operator has been advised of the possibility of such damages. In no event will Operator’s aggregate liability arising out of or in connection with the Agreement and the Program exceed the total Commission paid by the Member in the twelve (12) month period immediately preceding any claim in that respect.

  1. Indemnity

The Member hereby agrees and undertakes to indemnify and hold harmless Operator and its associated companies and Affiliates and partners, and their respective directors and employees, against any and all claims, actions, demands, liabilities, losses, damages, judgements, settlements, costs and expenses (including legal fees and costs) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses arise out of or are based on: (i) the operation, maintenance and contents of the Member’s Site or its own management of its page on the Operator Site; (ii) any claim that the Operator’s use of the Affiliate Trade Marks infringes on any trade mark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party; (iii) any misrepresentation by the Member or a representation or warranty or breach of a covenant or agreement made by the Member; or (iv) any claim related to the Member’s Site, including, without limitation, content therein not attributable to Operator; or (v) any product defects or claim whatsoever by any New and Existing Customer

  1. General
  1. Operator’s failure to enforce the strict performance of any provision of the Agreement will not constitute a waiver of Operator’s right to subsequently enforce such a provision or any other provision of the Agreement.
  2. The Agreement (together with the documents referred to therein and the Schedule) constitutes the entire agreement between the parties and supersedes all prior oral or written agreements, understandings or arrangements between them relating to its subject matter.
  3. Nothing in the Agreement shall create or be deemed to create a partnership, joint venture or the relationship of employer and employee or principal or franchise and agent between the parties.
  4. The Member shall not be entitled to assign these Terms and Conditions nor all or any of its rights and obligations hereunder without the prior written consent of Operator.
  5. If any provision of the Agreement shall be found by any court or regulatory body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of the Agreement which shall remain in full force and effect.
  6. Operator may modify any of the Conditions and provisions of the Agreement at any time in its sole discretion by notifying the Member thereof. If any modification is unacceptable to the Member, its only recourse is to terminate the Agreement. The Member’s continued participation in the Program following Operator’s notice to the Member of a modification to the Agreement will constitute its agreement with and acceptance of such modification.
  7. The Agreement will be governed by the laws of Jamaica and the parties submit to the jurisdiction of the courts of Jamaica.
  8. In the event of any disputes, the parties shall endeavour to amicably negotiate same failing which the parties shall first refer the matter to mediation to be held under the auspices of and with the assistance of a mediator appointed by the Dispute Resolution Foundation of Jamaica.

Definitions and Interpretation

In these Terms and Conditions the following words and phrases shall have the following meanings unless the context otherwise requires:

“Affiliate(s)” means all members of the Program from time to time;

“Commission” means the net commission payable by Member to the Operator in accordance with the Agreement;

“Net Sales” means the total amount of money actually charged and paid to and received by Operator in respect of the Member Products bought directly from the Operator Site by New Customers only, less any shipping, handling and similar charges, discounts, mark downs, General Consumption Tax (GCT), duties (including, without limitation, import and export duties), bad debt and credit card fraud, and credits for returns;

“Member Products” means any product or service that is available for purchase  by a Member via a Member Site or otherwise offered for sale by the Operator via the Operator Site;

“Link” means the graphic and/or textual hyperlinks provided by Operator to the Member from time to time pursuant to the Agreement;

“New Customers” means customers who (i) are first redirected to the Operator Site via a Link displayed on the Member’s Site; and (ii) register their details in order to open an Operator account through the Operator Site pursuant to such redirection; and (iii) are not Existing Customers at the date of such registration;

“Existing Customers” means customers who have made one or more purchases (including, without limitation, by means of the Operator Site or Operator catalogues, in Operator stores or in any other way whatsoever) of any products or services generally sold by Operator.