On this page, The Applicant will find all rights, rules, and restrictions inherent to the LIP-INK® INTERNATIONAL Affiliate Agreement (referred to herein as "The Agreement") and the LIP-INK® INTERNATIONAL Affiliates Program (referred to herein as "The Program")
The Program Applicant (referred to herein as "The Applicant") will complete a Program application (referred to herein as "The Application") and submit it to LIP-INK® INTERNATIONAL, Inc. (referred to herein as "LIP-INK"). A LIP-INK® INTERNATIONAL official will evaluate the Application and either approve or reject The Application based on a standard set of criteria. The Application may be rejected if The Applicant's web site (referred to herein as "The Site") is unfit for association. The Site is unfit if:
* The Site promotes/sells illegal activities/products
* The Site promotes violence
* The Site promotes drugs and/or drug usage
* The Site promotes discrimination of any kind
* The Site promotes hate/extremist literature/activities
* The Site violates any intellectual property rights of LIP-INK®
A Rejected Applicant can reapply for consideration. If The Application is approved and The Site is later decided to be unfit, The Application will be terminated.
Pay-Per-Click Bidding Policy
Affiliates are permitted to utilize PPC marketing in order to promote
LipInk.com's products. We require only that if bidding on our branded terms that
you do not outrank our own ads in any PPC Search Engine. This is the only
stipulation we place on affiliates who utilize PPC advertising.
Once The Application has been approved, LIP-INK® will provide The Applicant with specific graphics that may be used to link to www.lipink.com, as well as some guidelines for link usage.
The Applicant acknowledges that, by participating in The Program and placing a links within The Site, LIP-INK® may receive information from or about visitors to The Site. The Applicant's participation in The Program constitutes The Applicant's specific and unconditional consent to and authorization for LIP-INK's access to, storage, use, disclosure and receipt of any and all such information.
LIP-INK® will process all transactions for LIP-INK® products independently and separately of The Site and The Applicant. LIP-INK® reserves the right to reject and approve transactions as necessary by LIP-INK. LIP-INK® will be responsible for all aspects of the transaction, leaving no liability to The Site or The Applicant. This includes, but is not limited to: credit card processing, order tracking, shipping, and customer service.
LIP-INK® will track all sales originating from The Site, and accordingly pay a 10% commission on such sales. For a referral commission to be paid, a visitor from The Site must click on an Affiliate link and add a LIP-INK® product to their shopping cart. The Applicant may not purchase LIP-INK® products through The Program for personal use or for resale. The Applicant may not offer incentive to any entity for purchasing LIP-INK® Cosmetic products through the Affiliate program.
LIP-INK® will not pay referral fees if a visitor from The Site makes a purchase upon reentering www.lipink.com through means other than an Affiliate Link.
If a visitor from The Site purchases LIP-INK® Cosmetic products, qualifying The Applicant for referral fees, and returns any items, the commission from those items will be deducted from the total commission paid to The Applicant.
The Applicant may not issue any press release with respect to The Agreement or The Applicant's participation in The Program; such action may result in The Applicant's termination from The Program. LIP-INK® will make available to The Applicant a small graphic image that identifies The Site as an Affiliate. This logo or the phrase "In association with www.lipink.com" must appear somewhere on The Site. In addition, The Applicant may not in any manner misrepresent or embellish the relationship between The Applicant and LIP-INK® , or express or imply any relationship or affiliation between The Applicant and LIP-INK® or any other person or entity except as expressly permitted by The Agreement.
License to Use Graphics and/or Text
LIP-INK® grants The Applicant a nonexclusive, revocable right to use the graphic image and text described above and such other text or images for which LIP-INK® grants express permission, solely for the purpose of identifying The Site as an Affiliate and to assist in generating product sales. The Applicant may not modify the graphic image or text, or any other images belonging to LIP-INK, in any way. LIP-INK® reserves all rights in the graphic image and text, any other images, LIP-INK® trade names and trademarks, and all other intellectual property rights. The Applicant agrees to follow LIP-INK's Trademark Guidelines, as those guidelines may change from time to time. LIP-INK® may revoke The Applicant's license at any time by giving The Applicant written notice.
Responsibility of The Site
The Applicant will be solely responsible for the development, operation, and maintenance of The Site and all materials that appear on The Site. For example, The Applicant will be solely responsible for
* The technical operation of The Site and all related equipment
* The accuracy and appropriateness of materials posted on The Site
* Ensuring that materials posted on The Site do not violate 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 The Site are not libelous or otherwise illegal
LIP-INK® disclaims all liability for these matters. Further, The Applicant will indemnify and hold LIP-INK® harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of The Site.
Term of The Agreement
The term of The Agreement will begin upon Lip-Ink's acceptance of The Application and will carry on indefinitely until terminated by either party. Either The Applicant or LIP-INK® may terminate The Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of The Agreement for any reason, The Applicant will immediately remove from The Site all links to LIP-INK's site, and all LIP-INK® trademarks, trade dress, and logos, and all other materials provided by or on behalf of LIP-INK® to The Applicant pursuant hereto or in connection with The Program. The Applicant is eligible to earn referral fees only on LIP-INK's sales described above that occur during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. LIP-INK® may withhold The Applicant's final payment for a reasonable time to ensure that the correct amount is paid.
Modification of Terms
LIP-INK® may modify any of the terms and conditions of The Agreement with or without cause with a written statement to The Applicant or a posting on LIP-INK's site. If the modifications are unacceptable to The Applicant, termination is the only action that can be taken by The Applicant. Silence on the part of The Applicant in regard to the changes constitutes acceptance of the modifications by LIP-INK.
Relationship Among the Parties
The Agreement does not create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. The Applicant will have no authority to make or accept any offers or representations on behalf of LIP-INK. The Applicant will not make any statement, whether on The Site or otherwise, that would reasonably contradict anything in this section.
Limitation of Liability
LIP-INK® will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with The Agreement or The Program, even if LIP-INK® has been advised of the possibility of such damages. Further, LIP-INK's aggregate liability arising with respect to The Agreement and The Program will not exceed the total referral fees paid or payable to The Applicant under The Agreement.
LIP-INK® makes no 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, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, LIP-INK® makes no representation that the operation of LIP-INK's site will be uninterrupted or error-free, and LIP-INK® will not be liable for the consequences of any interruptions or errors.
THE APPLICANT ACKNOWLEDGES THAT THE APPLICANT HAS READ THE AGREEMENT AND AGREES TO ALL ITS TERMS AND CONDITIONS. THE APPLICANT UNDERSTANDS THAT LIP-INK® MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THE AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH THE SITE. THE APPLICANT HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THE AGREEMENT.
Any dispute relating in any way to The Agreement (including any actual or alleged breach hereof), any transactions or activities under The Agreement or The Applicant's relationship with LIP-INK® or any of LIP-INK's affiliates shall be submitted to confidential arbitration except that, to the extent The Applicant has in any manner violated or threatened to violate the intellectual property rights of LIP-INK, LIP-INK® may seek injunctive or other appropriate relief in any state or federal court in the state of California, in the city of Los Angeles (and The Applicant consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under The Agreement shall be conducted under the rules then prevailing of the American Arbitration Association, in Los Angeles. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under The Agreement shall be joined to an arbitration involving any other party subject to The Agreement, whether through class arbitration proceedings or otherwise.
The Agreement will be governed by the laws of the United States and the state of California, without reference to rules governing choice of laws. The Applicant may not assign The Agreement, by operation of law or otherwise, without prior written consent from LIP-INK. Subject to that restriction, The Agreement will be binding on, insure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Any failure by LIP-INK® to enforce The Applicant's strict performance of any provision of this Agreement will not constitute a waiver of LIP-INK's right to subsequently enforce such provision or any other provision of The Agreement.