The Santa-Claus.com Affiliate Program terms & conditions

This agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Santa-Claus.com Affiliates Program (the "Program"). As used in this Agreement, "we" (and "us" and "our") means Santa Claus, Inc., a US registered company and "you" (and "your") means the applicant. "Site or entity" means a World Wide Web site or entity and, depending on the context refers either to our site(s) at http://www.santa-claus.com, or to your site. Entity means you or the organization you represent. Affiliate ID means a unique identifier for your exclusive use. Special Santa Links means unique URL identifying your referring site.

Enrolment in the Program

To begin the enrolment process, you need to submit a complete Santa Affiliate application from via our site, mail or telephone. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (at our sole discretion) that your site is unsuitable for the Program. Unsuitable site or entities or entities include, but are not limited to, those that:

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 (at our sole discretion) to be unsuitable for the Program, we may terminate this agreement without notice.

Links on Your site

We grant you a revocable, non-exclusive, world-wide, royalty-free licence for the duration of the term of this Agreement, solely for purposes of facilitating referrals from your site to our site, to establish and maintain lists, links and as contemplated below:

Product Links: Santa Letters, Santa Calls or Retail Goods

You may select one or more Products to list on your site. A "Product" is any product listed on our site under the http://www.santa-claus.com menus. For each selected Product, you may display on your site a short description, review, or other reference. You will be responsible for the content, style and placement of these references and you can copy the original description as contained within our site. You will provide a Special Santa Link (which we will provide you with) from each Product reference on your site to the corresponding Santa-Claus.com online catalogue entry or relevant section. Each link may connect directly to a single item in the Santa-Claus.com online catalogue, or to a complete section using a Special Santa Link format that we supply you. You may add or delete Products (and related links) from your site at any time without our approval.

Order Processing

We will process all Product orders placed by customers who follow Special Santa Links from your site to the Santa-Claus.com site. We reserve the right to reject orders that do not comply with any requirements that we or Santa-Claus.com periodically may establish. We will be responsible for all aspects of order processing. 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 using Special Santa Links from your site to our site and will allow you unlimited access to reports summarising this sales activity. To facilitate accurate tracking, reporting and revenue accrual, you must ensure that the Special Santa Links between your site and our 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 our site are not properly formatted.

Referral Fees and Repeat commissions

For a product sale to generate a referral fee, the customer must follow a Special Santa Link (in the format specified by us) from your site to the Santa-Claus.com site or input your Affiliate ID.; purchase the Product on the Santa-Claus.com site using our automated ordering system; accept delivery of the Product at the delivery destination and remit full payment to Santa-Claus.com. We will continue to pay referrals on all customers' subsequent purchases up to a period of nine months from the most recent date the customer arrives from a Special Santa Link from your website or keyed in your Affiliate ID. Products that are entitled to earn referral fees under the rules set forth above are hereinafter referred to as "Qualifying Products".

Referral Fee Schedule

You will earn referral fees based on Qualifying Revenues according to referral fee schedules to be established by us. "Qualifying Revenues" are revenues derived by us from our sales of Qualifying Products, excluding VAT if applicable.

Commission Payment

We will pay you referral fees on a quarterly basis as well as an intermediate payment on or around January 31st. Approximately 30 days following the end of each calendar quarter, we will send you payment for the referral fees earned on Qualifying Products that were dispatched during that quarter, less any taxes that we are required by law to withhold. However, if the fees payable to you for any calendar quarter are less than $25.00, we will hold those fees until the total amount due is at least $25.00 or (if earlier) until this agreement is terminated. If a customer returns a Qualifying Product that generated a referral fee, we will deduct the corresponding fee from your next quarterly payment. If there is no subsequent payment, we may send you an invoice reclaiming the original fee earned.

Policies and Pricing

For the avoidance of doubt, customers who buy Products through this Program will be customers of Santa-Claus.com. Accordingly, all Santa-Claus.com rules, policies and operating procedures concerning customer orders, customer service and Product sales will apply to those customers. Such policies and operating procedures may be changed at any time. For example, Santa-Claus.com will determine the prices to be charged for Products sold under this Program in accordance with its own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect Products that you already have listed on your site, you must not include up to date pricing information in your Product descriptions. Santa-Claus.com will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular Product.

Identifying Yourself as an Associate or Affiliate

We will make available to you a graphic image that identifies your site as a Program participant. You must display this logo or the phrase "In special association with Santa-Claus.com" somewhere on your site. We may modify the graphic image from time to time. You may administer any press release with respect to this Agreement or your participation in the Program without our prior written consent, though you are encouraged to inform us of any resulting media publication by emailing sales.support@santa-claus.com.

Limited Licence

We grant you a nonexclusive, revocable right to use the icon described in this Agreement and such other 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. We reserve all of our rights in the icon, any other images, our trade names and trademarks, and all other intellectual property rights. We may revoke your licence at any time by giving you written notice

Responsibility for Your site

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 the Santa-Claus.com catalogue using Special Santa Links and Special Santa Link formats provided by us; 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 breach 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 defamatory or illegal. We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages and expenses (including, without limitation, legal fees) relating to the development, operation, maintenance and contents of your site.

Term of the Agreement

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. You are only eligible to earn referral fees on sales of Qualifying Products occurring during the term and fees earned up to the date of termination will remain payable only if the related orders are not cancelled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon termination of this Agreement, you must promptly return to us, or at our request, destroy any and all of our intellectual or proprietary property, information and/or materials in your possession and, subject to receiving written consent to the contrary from us, remove all hypertext links to our site from your site.

Modification

We may modify any of the terms and conditions contained in this Agreement, at any time and at our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, 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 OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

Relationship of Parties

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 two parties. You will have no authority to make or accept any offers or representations, guarantees or warranties our behalf, including with respect to our Products or services. You will not make any statement or representation, whether on your site or otherwise, that you are connected or affiliated with us or our site other than for the purpose of referring users to our site as contemplated under this Agreement, or that otherwise reasonably would contradict anything in this Section.

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 Program, even if we have been advised of the possibility of such damages. Further, to the fullest extent permitted by law, our collective 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 at the time the act or omission giving rise to the liability occurred.

Disclaimers

To the fullest extent permitted by law, we do not make any 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, non-infringement or any implied warranties arising out of a course of performance, dealing, or trade usage), and the same are hereby excluded. In addition, we make no representation that the operation of our site will be uninterrupted or error-free will not be liable for the consequences of any interruptions or errors.

Miscellaneous

This Agreement will be governed by the laws of the United States of America, without reference to rules governing choice of laws. You irrevocably consent to the jurisdiction of such courts. 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 provision or any other provision of this Agreement.