Affiliate Program Terms of Use Agreement

Last updated on May 5, 2012

1. Important information

Please read carefully the following Affiliate Program Terms of Use Agreement. Your use of WedandWish.com's Affiliate Program and WedandWish.com's services implies that you have read and accepted these Terms of Use Agreement.

2. Definitions

Throughout this document (referred to hereafter as the "Agreement"), the terms "WedandWish.com", "we", and "us" refer to WedandWish.com LLC, a company based in the State of Delaware, which owns and operates WedandWish.com (the "Site") on the World Wide Web of the Internet, providing a variety of wedding related services ("Services"). "You", and "Affiliate", refer to the party registering or already registered to promote the Services in exchange for compensation as defined in this Agreement. If You have registered for or on behalf of an entity, You are deemed to have accepted this Agreement on behalf of that entity. An "Eligible Referral" refers to a customer who has been guided to the Site and completed his or her wedding registry at the Site, by the Affiliate's promotional efforts, as tracked by WedandWish.com.

3. Registration and access to information

(A)
To apply to become an Affiliate, You must provide WedandWish.com with truthful, accurate and complete registration information. If any such information changes, You must immediately contact WedandWish.com and update Your registration information.
(B)
To become an Affiliate, You must be an individual who is at least 18 years old or an entity, and must complete a registration process as indicated by WedandWish.com. WedandWish.com has the right to verify, in its sole determination, the truth and accuracy of any registration information at any time.
(C)
Affiliate understands that WedandWish.com has sole discretion over whether to accept or reject Affiliate's Application, especially but not limited to the following: if the Affiliate’s Website is not complete, or if the Affiliate’s Website contains any illegal, immoral, repulsive, defamatory, derogatory, harassing, harmful, threatening, obscene, vulgar, pornographic, racial or ethnic objectionable materials, depicts sexual situations, promotes discrimination on the basis of race, sex, sexual preference, national origin, ethnicity, nationality, disability, religious preference, or if the Affiliate’s site contains any material that appears to WedandWish.com to violate any patent, trademark, copyright, trade secret, confidential information, or other proprietary rights of any other third party.
(D)
Affiliate also understands that this Agreement will not be binding unless Affiliate has been notified of such acceptance.
(E)
Even after successful enrollment of the Affiliate as an Affiliate Program member, WedandWish.com reserves the right, at its sole and absolute discretion, to rescind or terminate the Affiliate’s member status for any reason, including but not limited to the reasons set forth above.
(F)
WedandWish.com provides the Affiliate with private online access to specific Affiliate Program information. This access is possible after registering in the Site and creating an "Account", which requires providing an email and creating a password. Once Registered, You will be required to provide Your email address and password in order to access your Account. You are responsible for maintaining the confidentiality of the password created during the registration process.
(G)
You are solely responsible to WedandWish.com for all activities that occur under your Account. If you become aware of any unauthorized use of your password or Account, you must notify WedandWish.com immediately.
(H)
Any re-publication of any aspect of the Site or its contents is strictly prohibited without WedandWish.com's consent.
(I)
You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
(J)
You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by WedandWish.com.

4. Affliate participation

(A)
Affiliate agrees to promote the Services in ways that are applicable to the Affiliate's line of business, and which may include links in its website, marketing emails or newsletters ("Marketing Media"), as well as personal contacts. Any additional promotional efforts may be used with the approval of WedandWish.com.
(B)
All graphics included in the Marketing Media must be provided or approved by WedandWish.com.
(C)
Affiliate agrees and warrants that it shall not engage in any of the following prohibited activities: (i) violate any applicable law or regulation; (ii) promote or conduct any illegal or fraudulent activity through its Marketing Media; (iii) send or cause to be sent unsolicited advertising e-mails; (iv) display obscene, offensive, violent or misleading content with its Marketing Media; (v) use any cookie, device, program, robot, iframes, hidden frames, popup windows or any other operation or process that interferes with WedandWish.com's ability to properly identify and track Referrals.

5. Links to Affiliates website

(A)
The Affiliate will place links on its site directing users of the Affiliate’s Website via hypertext link (the “Links”) to the Site. The Links will serve to identify the Affiliate’s Website as a member of WedandWish.com’s Affiliate Program and will establish a link from the Affiliate Site to the Site. The Links may connect to specific places or products on the Site. WedandWish.com will provide the Affiliate with all necessary button links, text links, and banner advertisements to be placed on the Affiliate’s Website. The Affiliate will cooperate with WedandWish.com in the establishment and placement of Links on the Affiliate’s Website. All Links may be modified and/or expanded from time to time throughout the term of this Agreement.
(B)
WedandWish.com grants the Affiliate a revocable, non-exclusive, worldwide, royalty-free license to utilize WedandWish.com’s logo and images containing WedandWish.com’s trademarks and other proprietary property provided to the Affiliate’s Website for and during the term of the Affiliate’s active participation in the Affiliate Program. The Affiliate may display these materials on the Affiliate’s Website for the sole purpose of promoting WedandWish.com’s Website and participating in this Affiliate Program. If the Affiliate discontinues the Affiliate Program for any reason, the Affiliate will immediately cease using these materials and will delete all such materials from Affiliate’s Website and from its computer.
(C)
WedandWish.com grants the Affiliate a revocable, non-exclusive, worldwide, royalty-free license to use the Links provided by WedandWish.com, solely on Affiliate’s Website. Any additional websites or entities will require additional Applications and approval by WedandWish.com.
(D)
The Affiliate shall not have the right to modify, change or revise the form, size, content, and appearance of the Links or any other material provided by the Site for the placement of the links on the Affiliate’s Website. WedandWish.com shall have the right in its sole discretion to monitor the Affiliate Site at any time and from time to time to determine if the Affiliate is in compliance with the terms of this Agreement.
(E)
All licenses granted herein shall immediately terminate upon the termination from the Affiliate Program. WedandWish.com may also terminate said licenses upon notice to the Affiliate in the event that the Affiliate’s use of the Links and/or materials is contrary to or does not conform to WedandWish.com’s standards, such standards to be determined by WedandWish.com, in WedandWish.com’s sole and absolute discretion.

6. Referral tracking and technology

(A)
WedandWish.com will use reasonable efforts to track the Referrals. The technology may include the use of tags in HTML/Java or other appropriate languages to track linked referrals, as well as Affiliate-specific referral or promotional codes to track email and personal referrals.
(B)
WedandWish.com will provide the Affiliate with real-time access to records that will allow it to monitor and track the performance of its Referrals. WedandWish.com does not guarantee that these records are accurate at all times, but will make reasonable efforts to provide accurate information.
(C)
Only one Affiliate can be entitled to a Referral. The Affiliate operating the last website from which the visitor clicked through to WedandWish.com shall be the only party entitled to receive an Advertising Commission. In the case that the purchase is made using a promotional Code, the Affiliate to which this Code is assigned will be the only party entitled to receive an Advertising Commission, regardless of which website or websites the customer had visited prior to the purchase.

7. Customer Service

Customers who buy WedandWish.com’s Products or Services through the Affiliate Program will be deemed to be customers of WedandWish.com’s. Accordingly, all of WedandWish.com's rules, policies, and operating procedures concerning customer orders and customer service will apply to those customers. WedandWish.com will be responsible for handling all customer inquiries relative to customers that enter the Site through the Links. Pricing of WedandWish.com products and services is totally within its discretion and WedandWish.com reserves the right to change the Site’s policies and procedures, pricing structure, terminate any special offers, discontinue products or services, or change the terms under which products or services are offered at any time, without any advanced notice to the Affiliate or users accessing the Site.

8. Compensation

(A)
WedandWish.com agrees to remit an "Advertising Commission" payable in the amount and on the terms as set forth in this Agreement.
(B)
All payment obligations will be based upon tracking and reporting provided by WedandWish.com.
(C)
The Advertising Commission is equal to USD $2.00 (two US dollars) for every purchase made on the Site for or on behalf of the Eligible Referral. WedandWish.com reserves the right to change the Advertising Commission amount at any time without notice.
(D)
Affiliates can choose between having the Advertising Commission paid out to their registered PayPal account on WedandWish.com’s Affiliate Program (the “Affiliates’ PayPal account”) and donating it to Charity.
(E)
All payments to Affiliates are made via PayPal, to the Affiliates’ PayPal account registered at the time that the payout took place. Affiliate is responsible for establishing ownership of the registered PayPal account and maintaining it in good standing, as deemed by PayPal. If payment is rejected by PayPal for whichever reason, WedandWish.com will try to notify the Affiliate and will not make any further payment attempts until Affiliate contacts Us back and has reestablished his/her registered PayPal account. WedandWish.com will only remit payments to the Affiliate for the duration of this Agreement. Affiliates who declared to be a U.S. citizen or U.S. resident alien must request and submit to WedandWish.com a W-9 form to receive Advertising Commission payments over $600 USD (six hundred) per calendar year. Amounts credited to Affiliate's account will not bear interest. All payments are made in US dollars and Affiliates are responsible for any fees that PayPal may charge them for receiving payments.
(F)
If Affiliate chose to donate his/her Advertising Commission to a Charity, WedandWish.com will pool the Affiliates’ Advertising Commission with that of other Affiliates who chose the same Charity and make a single payment to the Charity on behalf of WedandWish.com, on the terms as set forth in this Agreement. Whenever possible, WedandWish.com will attach to payment the names of all Affiliates who contributed to such payment. After payment is made to a Charity, WedandWish.com will notify all Affiliates who contributed to the same Charity.
(G)
WedandWish.com reserves the right to modify or terminate the list of available charities at its sole and absolute discretion. If an Affiliate is subscribed to a Charity that was removed, the Affiliate must choose to donate the Advertising Commission to another Charity or to receive payments into his/her PayPal account.
(H)
Affiliate or Charity will not be credited with an Advertising Commission when the buyer’s Service fee has been refunded.
(I)
WedandWish.com shall issue payment of the Advertising Commission on a monthly basis and shall not be obligated to make any payment of Advertising Commissions to Affiliate or Charity until the aggregate amount of Advertising Commissions due equals or exceeds fifty US dollars ($50.00). Any earned but unpaid Advertising Commissions shall carry over to the next regularly scheduled payment period.

9. Costs & Expenses

The Affiliate will be fully responsible for all costs and expenses involved in maintaining and marketing the Affiliate Program, including, but not limited to, all costs associated with the creation, hosting, modification, and improvements to the Affiliate’s Website, all costs of search engine placement and other Internet marketing, costs of inserting WedandWish.com’s links into the Affiliate’s Website, offline marketing costs, postage costs, and all other costs and expenses, and the Affiliate hereby holds WedandWish.com harmless from or against the same.

10. Changes to the agreement

WedandWish.com reserves the right to change the Agreement at its sole discretion by posting dated revisions on the Site. Continued access or use of the Site and its Affiliate Services following any such revision(s) constitutes acceptance of the revised Agreement. You agree to review this Agreement periodically to ensure that you remain in agreement and in compliance with what is here stated.

11. Term

WedandWish.com reserves the right to terminate this Agreement at any time upon notice to Affiliate via e-mail or via the Site. WedandWish.com may immediately terminate this Agreement without notice if Affiliate is in breach of any representation, warranty or covenant in this Agreement.

Affiliate's participation in the promotion of the Services and engagement as an Affiliate is purely voluntarily and Affiliate may terminate participation at any time.

12. Trademarks and copyrights

(A)
The Affiliate shall have a revocable, non-exclusive, worldwide, royalty-free for the term of this Agreement to use the trademarks, logos, and copyrighted material that WedandWish.com provided to the Affiliate by WedandWish.com for use on the Affiliate’s Website. The Affiliate may only use the images that WedandWish.com specifically makes available to the Affiliate, which is specifically designated as approved images for Affiliate Program members. The Affiliate may not distribute, reproduce, modify, amend, or create derivatives of these images in any way. The Affiliate may use these images only for the purposes of promoting the Site and products on the Affiliate’s Website in compliance with the Affiliate Program policies and procedures and the terms of this Agreement.
(B)
This Agreement in no way infers that the Site belongs to the Affiliate. No such transfer of ownership interest is intended. All of the materials and information including trademarks and copyrights appearing on the Site are copyrighted and are owned by WedandWish.com. The mere fact that the name of the Site appear as an "Affiliate" of Affiliate shall not serve to convey any ownership interest in and to the WedandWish.com’s Website to Affiliate. WedandWish.com will retain all goodwill and other value associated with any of the materials provided to the Affiliate. The Affiliate by virtue of this Agreement will not gain any trademark, copyright or other proprietary rights in and to such materials. The Affiliate agrees not to take any action that is contrary to or inconsistent with WedandWish.com’s rights to these materials. The Affiliate will not use these materials in any way that damages, defames, disparages, derogates, or negatives WedandWish.com’s business or reputation. WedandWish.com may revoke the licenses granted hereunder at any time to the Affiliate. Upon termination or revocation, the Affiliate will immediately cease any use of this material. The Affiliate is not permitted to use any other proprietary materials which are not provided to the Affiliate hereunder, including but not limited to trademarks, copyrights, logos, text, and any other materials that belong to WedandWish.com or to any other party and which may appear on WedandWish.com’s Website.
(C)
The Affiliate grants to WedandWish.com a revocable, non-exclusive, worldwide, royalty-free license to use the Affiliate’s trademarks, trade names, service marks, business names, web page titles, slogans, logos, and copyrighted materials for the purposes of promoting, advertising, announcing, or marketing the Affiliate’s participation in the Affiliate Program. The Affiliate represents and warrants that Affiliate is the absolute, sole and exclusive owner of all such materials and that no other party has any rights in and to any of these materials and that these materials do not infringe upon or otherwise interfere with the rights of any other party. The Affiliate is not under any legal or contractually limitation on the right to so license these materials. WedandWish.com has no obligation to announce, advertise, market, or promote the Affiliate participation in WedandWish.com’s Affiliate Program, but reserves the right to do the same at its sole discretion.

13. Affiliate's reponsibility for Affiliates's website

(A)
The Affiliate is solely responsible for the development, maintenance, operation of the Affiliate’s Website and for placing Links on Affiliate’s Website in compliance with the terms of the Affiliate Program.
(B)
The Affiliate is completely responsible for all items and material that appear on Affiliate’ Website and for assuring that such items do not infringe upon or violate the rights (including, but not limited to, copyrights, trademarks, privacy or other personal or proprietary rights, or other rights) of any third party. WedandWish.com is not responsible for any matter pertaining to the Affiliate’s site or the content thereof.
(C)
The Affiliate represents and warrants to WedandWish.com that its site does not and will not contain any materials that are illegal and that the Affiliate’s site is not operated for an illegal purpose or in an illegal manner.
(D)
The Affiliate will indemnify and hold harmless WedandWish.com from any and all claims, damages, suits, threats, demands, liabilities, expenses (including without limitation attorney fees) actions, causes of action relating to the development, operation, maintenance, and contents of the Affiliate Site.

14. Representations, Warranties, Indemnification and Liabilities

(A)
The Affiliate represents and warrants to WedandWish.com that:
i.
The Affiliate has the complete power and authority to enter into this Agreement and that this Agreement constitutes a valid and legally binding agreement enforceable against the Affiliate.
ii.
The execution, delivery, and performance by the Affiliate of this Agreement and the consummation by the affiliate of the transactions contemplated hereby will not conflict with or violate (a) any provision of law, rule, or regulation to which the affiliate is subject, (b) any order, judgment, or decree applicable to the affiliate or binding upon the Affiliate's assets or properties, (c) any provision of the affiliate's by-laws or certificate of incorporation, or (d) any Agreement or other instrument applicable to the affiliate or binding upon the affiliate's assets or properties.
iii.
There is no pending or, to the best of the Affiliate's knowledge, threatened claim, action, or proceeding against the Affiliate, with respect to the execution, delivery, or consummation of this Agreement, or with respect to the affiliate's trademarks, and, to the best of the affiliate's knowledge, there is no basis for any such claim, action, or proceeding.
(B)
The Affiliate hereby indemnifies and holds harmless WedandWish.com, its officers, directors, employees, contractors, affiliates, agents, successors and assigns from and against any and all claims, liabilities, damages, actions, causes of action, suits, threats, demands, settlements, including all costs and attorney fees related thereto, that WedandWish.com may incur and which are based in whole or in part upon the Affiliate’s participation in the Affiliate Program, any claims that any of the Affiliate trademarks and other proprietary material infringe upon the rights of any other party, the Affiliate breach of any term, covenants, condition, representation or warranty contained in this Agreement or any policies of participation in the Affiliate Program, or any claim related directly or indirectly to the Affiliate use, operation or the content of the Affiliate’s Website.
(C)
WEDANDWISH.COM HEREBY DISCLAIMS ANY AND ALL WARRANTIES AND LIABILITIES RELATED TO ANY DOWNTIME OR FAILURE FOR USERS TO BE ABLE TO ACCESS WEDANDWISH.COM’S WEBSITE OR TO ACCESS WEDANDWISH.COM’S WEBSITE USING THE LINKS FROM THE AFFILIATE’S WEBSITE. FURTHERMORE, WEDANDWISH.COM SHALL NOT BE RESPONSIBLE FOR AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES RELATED TO WEDANDWISH.COM’S WEBSITE, THE AFFILIATE PROGRAM, THE AFFILIATE’S PARTICIPATION IN THE AFFILIATE PROGRAM, THE AFFILIATE’S ABILITY TO MAKE ANY COMMISSIONS OR OTHERWISE PROFIT THROUGH PARTICIPATION IN THIS AFFILIATE PROGRAM, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE OR MERCHANTABILITY, NON-INFRINGEMENT, OR ANY CLAIM MADE BASED UPON WEDANDWISH.COM’S COURSE OF DEALING OR USAGE OF TRADE. WEDANDWISH.COM DOES NOT REPRESENT OR WARRANT THAT WEDANDWISH.COM’S WEBSITE OR ANY APPLICATION, INCLUDING, BUT NOT LIMITED TO, ITS LINK TRACKING FEATURE WILL BE ERROR FREE OR THAT THEY WILL FUNCTION WITHOUT INTERRUPTION.
(D)
WEDANDWISH.COM SHALL NOT BE RESPONSIBLE FOR ANY DIRECT OR INDIRECT DAMAGES OR LIABILITIES OF ANY NATURE, INCLUDING BUT NOT LIMITED TO INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES, LOSS PROFITS, LOST BUSINESS OPPORTUNITY OR ANY OTHER DAMAGES; REGARDLESS OF WHETHER WEDANDWISH.COM WAS OR HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME AND TOOK NO ACTION TO PREVENT THE SAME.
(E)
Without limiting the forgoing, WedandWish.com total liability for any damages arising hereunder shall never exceed the total commissions paid and payable by WedandWish.com pursuant to the terms hereof.

15. Miscellaneous

(A)
Modification. WedandWish.com reserves the right in its sole and absolute discretion, to modify any terms and conditions of the Affiliate Program and the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available commissions, commission schedules, payment procedures, and Affiliate Program rules. The Affiliate may terminate participation in the Affiliate Program in the event that any of these modifications are unacceptable to the Affiliate and such termination shall be the Affiliate sole and exclusive remedy. In the event that the Affiliate continues to participate in the Affiliate Program following such modifications, the Affiliate will be deemed to accept any and all such changes.
(B)
Confidentiality. Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information concerning WedandWish.com or the Affiliate, respectively, provided by or on behalf of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (i) to any person pursuant to a subpoena issued by any court or administrative agency, (ii) to its accountants, attorneys, or other agents on a confidential basis, and (iii) otherwise as required by applicable law, rule, regulation, or legal process.
(C)
This Agreement shall be interpreted under the laws of the State of Delaware, applicable to agreements to be wholly performed therein.
(D)
Relationship of the Parties. The parties hereto are independent contractors and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The parties shall not be construed as being partners, joint venturers, shareholders, employer/employee, or agent/servant. The Affiliate has no power or authority to bind WedandWish.com to any obligation, agreement, debt or liability. The Affiliate shall not hold itself out as an agent or representative of WedandWish.com.
(E)
Notices. Notices to WedandWish.com shall be sent by email to affiliates@wedandwish.com. It shall be the Affiliate responsibility to check the Affiliate section of the WedandWish.com Website periodically to monitor all notices set forth thereon.
(F)
Assignment. This Agreement is only for the benefit of the party that the Affiliate list in the Affiliate Program Application. The Affiliate shall have no right to assign this Agreement or any benefits or obligation hereunder to any other party or legal entity. Any attempted assignment shall be void. Subject to this restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.
(G)
Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes any and all prior discussions, understandings, agreements, representations, warranties or covenants between the parties related to the subject matter hereof. This Agreement may only be amended by a writing signed by the authorized representative of each of the parties, except as otherwise set forth herein. Any waiver of a breach or default under this Agreement shall not constitute a waiver of any subsequent or other breach or default and shall not serve to modify the agreements set forth herein.
(H)
Waiver. No failure of WedandWish.com to pursue any remedy resulting from a breach of this Agreement by Affiliate shall be construed as a waiver of that breach, or as a waiver of any subsequent or other breach unless such waiver is in writing and signed by an authorized representative of WedandWish.com.
(I)
Severability. If any provision or term of this Agreement is held to be invalid, illegal or unenforceable for any reason, such a provision shall be considered separate and severable from the remaining provisions of this Agreement, and the validity, legality or enforceability of any of the remaining provisions of this Agreement shall not be affected or impaired by such provision in any way.

16. General Provisions

Each party represents and warrants to the other party that: (i) such party has all necessary right, power and authority to enter into this Agreement and to perform its obligations under this Agreement; and (ii) nothing contained in this Agreement or required by such party's performance hereunder will place such party in breach of any other contract or agreement to which it is bound or violate any applicable law, including obscenity, privacy and defamation laws and (iii) the performance of this Agreement shall not infringe or violate upon the Intellectual Property or privacy rights of any third party.

The relationship of WedandWish.com and Affiliate established by this Agreement is that of independent contractors, and neither party is an employee, agent, partner or joint venture of the other. The parties acknowledge that this Agreement sets forth a non-exclusive relationship between the parties.

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, U.S.A.