Terms and Conditions

To begin the registration process, you will submit a complete Purplenames Affiliate Program application via our site. We will evaluate your application in good faith and will notify you of your acceptance or rejection. Purplenames may reject your application if we determine (in our absolute discretion) that your site is unsuitable for the Purplenames Affiliate Program for any reason. Such reasons include, but are not limited to:

• Content that is in any way unlawful or in breach of intellectual property rights,

• Content of your web site that may be deemed harmful, threatening, defamatory, obscene or indecent, harassing, or discriminatory on the grounds of disability, race, sex, ethnicity, sexual orientation, age, or otherwise objectionable in any other manner.

If we reject your application, you are welcome to reapply to the Purplenames Affiliate Program at any time.

As a Purplenames Affiliate, we will make available to you a variety of graphic links. These graphics links will be placed on the Purplenames Affiliate Program pages. Subject to the terms and conditions hereof, you may display these Links as often and in as many areas on your site as you desire. The Links will serve to identify your site as a member of Purplenames Affiliate Program and will establish a link from your site to ours. a. Agreements Regarding Links: In utilising the Links you agree that you will cooperate fully with us in order to establish and maintain such Links. You agree that you will:

• Display in your site only those graphic images that are provided by us.

• Update such images with new images provided by us from time to time throughout the term of this Agreement.

• Display such graphic images prominently in relevant sections of your site.

Each Link connecting users of your site to the pertinent area of our site will in no way alter the look, feel, or functionality of our site.

Purplenames will be responsible for providing all information necessary to allow you to make appropriate Links from your site to our site. We will also make available the graphic links that connect to our home page. We will be solely responsible for:

• Processing every order placed by a customer following a uniquely coded Link from your site,

• Tracking the volume and amount of sales generated by your site,

• Providing information to Purplenames Affiliate Sites regarding sales statistics.

• Order entry, payment processing, delivery, cancellations, refunds, and related customer service.
  
  

a. Links: If you qualify and agree to participate as a Purplenames Affiliate Site, you shall display, with our consent, Links prominently throughout your site in positions as you see fit.

b. Competitions and Promotions: As a Purplenames Affiliate Site, you will be entitled to participate and promote on your site any competitions and special promotions we may offer, and in connection therewith, we shall make such competitions and promotions available to users of your site. In addition, you will be entitled to earn commissions as set forth in sections 6 and 7 below.

c. Compliance with the Agreement: We have the right in our absolute discretion to monitor your site at any time and from time to time to determine if you are in compliance with the terms of this Agreement.

d. Exclusivity: This agreement does not prevent a Purplenames Affiliate from selling or from accepting paid advertising from other online retailers. You are not permitted, however, to advertise or promote any sections of your site that utilise Purplenames content, or are Purplenames co-branded pages or stores.

a. Only Purplenames Products that are (i) sold by us, (ii) purchased by users linking to our site from your site pursuant to a Link ("Linked Users"), (iii) shipped by us, and (iv) for which we have received full payment will qualify for a commission. b. Commission rates will be based on the aggregate amount actually paid to us for qualifying purchases of the Purplenames Products. This does not include amounts collected by us for sales taxes, duties, gift-wrapping, dispatch, handling, and similar charges, amounts due to credit card fraud and bad debt, and credits for returned goods ("Net Sales"). All available items on our site will be included in the computation of Net Sales. Commission rates (including VAT if any on presentation of a valid VAT invoice) are as follows: Purplenames Products: Commission rates are based on the Net sales your Link(s) generate per month as set out in the schedule below.

• 10% minimum commission on net sales per month for all Purplenames Affiliates

• Increasing to 12.5% on net sales per month should any monthly sales total fall between £1,000.01 - £2,000.00, for all subsequent months

• Increasing to 15% on net sales per month should any monthly sales total fall between £2,000.01 - £3,000.00, for all subsequent months

• Increasing to 17.5% on net sales per month should any monthly sales total exceed £3,000.01, for all subsequent months

From time to time Purplenames may run a promotion that may offer affiliates commissions in excess of the commissions described above. On such occasions, the promotional commission structure will replace the above commission structure for the period of the promotion, to the favour of the affiliate.

When the total commissions due to you (based on Section 5 above) exceed fifty pounds (£50) for one month, we will send a commission payment for the applicable commission (less any taxes required to be withheld under applicable law). Such commission payments will be paid within thirty (30) days after the end of each calendar month. When the total commissions due to you (based on Section 5 above) is less than fifty pounds (£50) for one month, the commissions earned will be rolled over to the following quarter and this process will continue until total commissions owed are equal to or more than fifty pounds (£50).

You will have access to your Purplenames Affiliate Account through your affiliate id code and password and have the ability to receive your sales statistics at any time on a daily basis.

Customers who buy Purplenames Products through the Purplenames Affiliate Program will be deemed to be customers of Purplenames. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and Purplenames Product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, prices and availability of Purplenames Products may vary from time to time. Because price changes may affect products that you already have listed on your site, you must frequently update price information, or not use it at all. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

You shall not create, publish, distribute, or permit any written material that makes reference to us as a partner without gaining our written consent, which we agree shall not be unreasonably withheld. See also Section 10.E.

10. Licenses and Use of the Purplenames Logos and Trademarks

A. WE GRANT YOU A NON-EXCLUSIVE, NON-TRANSFERABLE, REVOCABLE RIGHT TO:

(I) Access our site through the Links solely in accordance with this agreement (II) Use the Purplenames Trademarks and Logos solely in connection with such Links (III) To use similar identifying material relating to us (but only in the forms that they appear on our Purplenames site for the sole purpose of linking your site to our site, where your users can purchase Purplenames products.

B. You may not alter, modify, or change the licensed materials in any way. C. You are only entitled to use the licensed materials to the extent that you are an existing member in good standing with the Purplenames Affiliate Program. D. You shall not make any specific use of any Licensed Materials for purposes other than in connection with the sale of Purplenames Products on your site without first submitting a sample to us and obtaining the prior written consent of your Purplenames Affiliate account executive. Consent shall not be unreasonably withheld. E. You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays us in a negative light. F. We reserve all of our rights in the Licensed Materials and of our other proprietary rights. G. We may revoke your license at any time, by giving you written or electronically transmitted notice. H. In entering into this agreement, you allow us to provide Links from Purplenames sites to your web sites for the purpose of promoting our affiliation. I. This license shall terminate upon the effective date of the expiration or termination of this Agreement.

A. You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. Such responsibilities include, but are not limited to:

(I) The technical operation of your site and all related equipment, though we do provide technical support through email affiliates@purplenames.com; (II) Creating and posting product reviews, descriptions, and references on your site and linking those descriptions to our catalogue; (III) The accuracy and propriety of materials posted on your site (including, but not limited to, all Purplenames Product-related materials); (IV) Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party including any intellectual property rights, are not unlawful, harmful, threatening, defamatory, obscene or indecent, harassing, or discriminatory on the grounds of disability, race, sex, ethnicity, sexual orientation, age or otherwise objectionable.

B. We disclaim all liability for all such matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, legal fees and expenses) relating to the development, operation, maintenance, and contents of your site. C. You hereby agree that your web site will not, in any way, copy or resemble the look and feel of our site nor will you create the impression that your site is a part of our site. D. You also hereby agree that your site will not contain any content of our site under proprietary copyright to Purplenames. You will, however, have free access to content (i) with our prior permission, or (ii) materials and content which are obtained by you via the Purplenames site, in accordance with the provisions hereof or the policies or instructions thereon. E. You further hereby agree that your domain name does not and will not contain the words,"Purplenames.com," and/or "Purplenames" or any variation thereof. F. You will be solely responsible for any tax or other payments arising from commissions payable under this Agreement and we have no liability for any such tax or other payments.

The term of this Agreement will begin upon our acceptance of your Purplenames Affiliate 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 commission on sales occurring during the term, and commissions earned through to 11.59pm GMT on the date of termination will remain payable only if the related Purplenames Product orders are not cancelled 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 in our absolute discretion. You will be notified by e-mail and a change notice will be posted on our site. Modifications may include, but are not limited to, changes in the scope of available commissions, commission schedules, payment procedures, and Purplenames Affiliate Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the Purplenames Affiliate Program following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change.

You and Purplenames 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 make no express or implied warranties or representations with respect to the Purplenames Affiliate Program or any Purplenames Products sold through the Purplenames Affiliate Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions or errors.

You hereby represent and warrant to us as follows:

a. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.

b. The execution, delivery, and performance by you of this Agreement and the undertaking by you of the transactions contemplated hereby does not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgement, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties.

c. You are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to us the license to use your trademarks in the manner contemplated herein, and such grant does not and will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.

d. No consent, approval, or authorisation of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by you in connection with the execution, delivery, and performance of this Agreement or the taking by you of any other action contemplated hereby.

e. There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against you, or any group company of yours, with respect to the execution, delivery, or undertaking of this Agreement, or with respect to your trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.

f. You are an adult of at least 18 years of age.

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 including, without limitation, the terms of this Agreement, business and financial information, customer and supplier lists, and pricing and sales information, concerning us or you, respectively, or any of our Affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilised, 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 or its affiliates. Notwithstanding the foregoing, each party is hereby authorised to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process.

SAVE FOR DEATH OR PERSONAL INJURY, 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 AFFILIATE 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 AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.

You hereby agree to indemnify and hold harmless Purplenames and its holding company, subsidiaries and other group companies, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgements, settlements, costs, and expenses (including reasonable legal fees and expenses) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.

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 AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

This Agreement (a) represents the entire agreement between the Parties with respect to the subject matter hereof and supersedes any previous or contemporaneous oral or written agreements regarding such subject matter, and (b) will be interpreted, construed and enforced in all respects in accordance with the laws of the United Kingdom of Great Britain and Northern Ireland, without reference to its choice of law rules. 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 a provision or any other provision of this Agreement.

If any provision of this Agreement is held to be invalid, such invalidity will not affect the remaining provisions. Each party agrees that any and all actions brought to enforce any provision of this Agreement or to resolve any dispute arising out of this Agreement shall be brought solely in the courts of Northern Ireland, and each party hereby consents to the personal jurisdiction of such courts.

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