AFFILIATE STORE AGREEMENT

You have been accepted into our affiliate store program. Using the information provided at the end of this document legally binds you to this Agreement. Upon using the provided link you are entering into this Agreement with House of Sanctuary, LLC and agree to be bound by the terms and condition of this Agreement.  This Agreement is also posted at http://www.houseofsanctuary.com/affiliate_store_agreement.htm

 In consideration of the promises set forth below, we agree as follows:

This Agreement is made between House of Sanctuary, LLC and its divisions Fetish Flair and Queen Diva Designs (herein combined and referred to as HOS) and you, the “Affiliate” for the intention of using an Affiliate Store for the purpose of making a commission. 

 1. Provisions

The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

2. Amendments

  1. House of Sanctuary, LLC may amend this Agreement at any time by updating and posting a new document in place of the old one. These changes may include, without limitation, changes to the terms, policies, commission structure, bonus programs and general guidelines described in the Agreement. Should any amendment be made, House of Sanctuary, LLC will inform you via the e-mail address to which this agreement was first sent. The amended document will automatically be effective when you receive notice that the document has been amended unless the notice specifies a later effective date.
  2. Your continued participation as an Affiliate following the posting of the amended document and notice shall mean that you accept the terms of that document, as amended. If you do not agree with any of the terms in the amended document then you shall discontinue your participation, which shall be your sole remedy.

3. Commissions

  1. Affiliate will link its site to the provided URLs so that transactions that occur will be tracked properly. Affiliate is hereby granted permission to link to any of its Affiliate Store URLs.
  2. Commission rates are based on the amount of sales generated. The more sales that are generated the higher the commission. We reserve the right, at our discretion, to offer bonuses and incentive programs that could increase your commissions. House of Sanctuary, LLC agrees to pay Affiliate the commission of no less than one percent of gross sales (excluding shipping, handling, and sales taxes) made from using the specified Affiliate Store pages that indicate that the item was purchased by a client from your Affiliate referral. 
  3. You may offer your links to your Affiliate Store to others however no payments will be made to any party other than you, the Affiliate. All usage of the Affiliate store is your responsibility and you will remain liable in all cases.
  4. HOS will pay commissions earned in accordance with this Agreement on no less than a monthly basis. We reserve the right to process commissions sooner.
  5. We reserve the right to set a minimum amount of commissions before commission payment is made.
  6. Commissions shall be paid into your PayPal account. You must ensure that HOS has your correct primary email address on your PayPal account.  This method provides an unbiased third party for all record keeping.
  7. If a Customer returns product(s) that generated an Affiliate sale, House of Sanctuary, LLC will deduct the corresponding commission payments earned in the month that the product(s) are returned; if there is no subsequent payment, House of Sanctuary, LLC will send Affiliate an invoice for the returned item commission, payable within thirty (30) days of receipt of the invoice. You will not be paid any amount for any returned products or cancelled orders.
  8. We will not be liable to you in the event you fail to properly integrate the Affiliate Store into your website.
  9. Affiliate agrees to comply with all U.S., Canadian and other governmental laws, rules, regulations and orders that apply to your activities, including but not limited to, tax, export and import, embargo and trade sanctions, intellectual property, consumer protection, unfair competition, discrimination, false advertising, content, sales, mail-order, commerce and e-commerce laws and regulations. You are responsible for determining which laws and regulations apply to you and that your participation in the Affiliate Store complies with those laws and regulations.
  10. We have no obligation to pay you and may withhold any payment that we believe results from any sales or activity in breach of the terms of this Agreement or resulting from fraud.
  11. You agree to pay back all overpayments that are made to you.
  12. Affiliate is responsible for notifying HOS of any malfunctioning of the Affiliate Store.
  13. HOS makes neither written nor verbal guarantee of sales. Affiliate understands that the marketing of their Affiliate Store is solely related to how they market and will not in any way be published nor advertised by HOS. 

4. Representations: Each party represents to the other that

1.      We are either an individual 21 year old or older and/or are a legal entity entitled to operate in this business agreement.

2.      They have the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby

3.      We agree to provide true, accurate, current and complete information about yourself and to promptly update this information as required to keep it true, accurate, current and complete.

4.      Any material which is provided to the other party and displayed on the other party's site will not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; violate any applicable law, statute, ordinance or regulation; be defamatory or libelous; be lewd, pornographic or obscene; violate any laws regarding unfair competition or false advertising; promote violence or contains hate speech; or contains viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines.

5. Limitation of Liability

  1. House of Sanctuary, LLC will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement. House of Sanctuary, LLC aggregate liability arising with respect to this Agreement will not exceed the total Commissions paid or payable annually to Affiliate under this Agreement.
  2. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.
  3. This Agreement has been made in and shall be construed and enforced in accordance with the laws of Missouri, USA. Any action to enforce this Agreement shall be brought in the federal or state courts located in that state. If you need to send official correspondence, send it via registered mail to House of Sanctuary, LLC.
  4. You agree to protect, indemnify and hold harmless HOS, and its parents, subsidiaries, affiliates and other partners, officers, directors, employees and agents, from any claim or demand, including reasonable attorney fees, made by any party due to or arising out of your participation as an Affiliate.
  5. You agree to release HOS (and its parents, subsidiaries, affiliates and other partners, officers, directors, employees and agents) from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
  6. HOS takes no responsibility for the accuracy or validity of any claims or statements contained in the documents and related graphics on the Affiliate Store.
  7. In no event shall HOS be liable for any damages whatsoever, including special, indirect or consequential damages, arising out of or in connection with the Affiliate Store
  8. You agree that we may monitor your website for the purpose of ensuring that you are complying with the terms of this Agreement

6. Orders and Fulfillment

  1. House of Sanctuary, LLC shall have the sole right and responsibility for processing all orders made by Customers.
  2. Affiliate acknowledges that all agreements relating to sales to Customers shall be between House of Sanctuary, LLC and the Customer.
  3. We will process all orders in the order they were received, with no prejudice or preference over any other Affiliate. All sales are made and governed by the terms and conditions as posted at www.fetishflair.net.
  4. We will be responsible for all aspects of order processing and fulfillment including such items as payment processing, cancellations, returns and customer service matters.
  5. We will track all sales made by customers who make a purchase from your Affiliate Store.
  6. Products and prices of the Affiliate store will be set solely by House of Sanctuary, LLC .

7. Conduct

Affiliate shall not, in relation to HOS, the Affiliate Store nor on its website, publish, link to, provide, offer to provide, sell, offer to sell or otherwise deal in any information, material, content, product or service which:

  1. is obscene or contains pornography of any kind; infringes or potentially infringes any third party intellectual property or proprietary rights including without limitation, copyright, patent, trademark, trade secret, right of publicity or privacy;

  2.  is stolen property including "pirated" software or music;

  3. is unlawful, threatening, abusive, harassing, tortuous, vulgar, hateful or is racially or ethnically offensive; is defamatory or libelous of any person or organization; or is harmful or potentially harmful including, without limitation, that which places any person's health or safety at risk, places the integrity or security of any computer system at risk or distributes any virus, Trojan horse, worm, time bomb or other harmful or invasive computer program;

7(1). Affiliate agrees not to:

    1. purchase, register or use any domain name, keyword, search term or other identifier that includes or incorporates a trademark of the third party for use in association with your website, with any search engine, portal, advertising service or other search or referral service or otherwise;
    2. commit any dishonest act, act of fraud or any act which infringes any right of HOS or a third party;
    3. conduct yourself in any manner which does or which is intended to deceive anyone in relation to anything, including, in relation to ownership, authority or source;
    4. make available or send any unsolicited or unauthorized advertising, promotional material, junk mail, spam, chain letters, pyramid schemes or any other form of illegal and unethical solicitation
    5. undertake any activity which creates liability, loss or damage or potentially creates liability, loss or damage to HOS
    6. attempt to use any spider, robot or other automatic means to search or monitor the content of any HOS website.
    7. shall not use any automatic means, including software, to interfere with or attempt to interfere with any HOS, website or your Affiliate Store
    8. cause any unreasonable burden or load on any HOS computer system or servers from any thing other than your Affiliate Store Traffic.
    9. relate House of Sanctuary, LLC or the Affiliate Store in any way in any mass marketing campaigns, including without limitation, sending of unsolicited mail or “spamming” any Internet bulletin board, which may have the effect of damaging the goodwill associated with or creating any negative views of HOS, Fetish Flair, nor Queen Diva Designs.

8. Relationship with Suppliers

Unless you had a relationship with the supplier prior to using the Affiliate Store, during the term of this Agreement and for a period of one year thereafter, you shall not establish nor attempt to establish a relationship with any supplier that is used on the Affiliate Store. Usage of a supplier prior to this Agreement will require evidence by proof of paid wholesale invoices from the supplier.

9. Transaction Information

  1. HOS uses PayPal Business Solutions to maximize profit and the credibility of a safe credit card transaction.
  2. HOS will retain transaction information for at least six months after the transaction is complete; after such time records may be deleted.
  3. Upon termination of this Agreement, we reserve the right to permanently delete all of your account information and all information relating to any transactions associated with Affiliate.
  4. HOS accepts no liability for such deleted information.
  5. You acknowledge that, by participating HOS may receive information from or about visitors that come from your website. Your participation as an Affiliate constitutes your specific and unconditional consent to and authorization for us to collect, receive, store, use and disclose all such information.

10. Intellectual Property

  1. Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.
  2. All rights reserved and remain those of the respective owner.
  3. House of Sanctuary, LLC cannot and does not grant usage of any other’s imagery, logos, trademarks, service marks, trade dress, copyrights that may be found on the Affiliate Store.
  4. House of Sanctuary, LLC grants Affiliate a revocable, non-exclusive, worldwide license to use, reproduce and transmit the names of Fetish Flair and Queen Diva Designs and their, logos, trademarks, and service marks as designated herein.  Use must be pre-approved in written with e-mail being an acceptable form of approval.
  5. Affiliate may not copy, distribute, modify, reverse engineer, or create derivative works from the same.
  6. Partner may not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void.
  7. Affiliate grants House of Sanctuary, LLC a non-exclusive, worldwide, royalty-free license to use, reproduce and transmit any graphic or banner ad submitted by Affiliate solely for co-branding purposes or as a return link from House of Sanctuary, LLC site to Affiliate. House of Sanctuary, LLC will remove such graphics or banner ads upon Affiliate's request.
  8. You may not in any way modify, redirect, suppress or substitute the operation of any portion of your Affiliate Store. We retain certain proprietary rights, including design, copyrights and trademarks.
  9. You may not reproduce, duplicate, modify, copy, publish, republish, transmit, sell, resell, create derivative works, display or in any way exploit any content contained in Affiliate Store or a HOS website except as specifically mentioned by this Agreement .
  10. Except for the limited license rights set out herein, no other rights in or to any HOS technology or intellectual property is transferred or granted to you and all right, title and interest in and to HOS technology and intellectual property shall remain the sole property of HOS.
  11. You agree that you will not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive any source code or other trade secret of HOS.

11.Confidential Information

1.      HOS acknowledges that it will be collecting certain confidential information relating to transactions that transpire from you being an Affiliate. Therefore, each party agrees to treat the confidential business information of the other party as confidential information. In that respect, each party shall be bound by an obligation of confidence to the other in respect of that other party’s confidential information. Therefore, a party shall not disclose, either directly or indirectly, any such confidential information to any person except as specifically contemplated in this Agreement.

2.      Neither party shall deal with, use, develop or exploit, either directly or indirectly, any such confidential information for any purpose except as specifically contemplated in this Agreement.

3.      Each party shall take all reasonable precautions and actions to prevent the disclosure to any third party of any confidential information of the other party.

4.      Notwithstanding the foregoing, you grant to HOS a license to use any information relating to you and the transactions you have been involved in and transactions from the Affiliate to assist HOS in developing and enhancing its products and services. This may include market analysis and strategic planning. We shall be entitled to collect, use and disclose this information as needed to manage the relationship between the parties. Further, we may use and disclose this information to respond to a claim that you have infringed the rights of a third party and to otherwise comply with all legal requirements.

12.Taxes
You shall pay and are otherwise responsible for all federal, state, provincial and local sales, use, excise, gross receipts, municipal fees, transfer, transaction, property and similar taxes, fees and surcharges imposed on, or arising as a result of, any activity relating to your Affiliate Store and no obligation for any taxes that relate to HOS income. HOS shall report any and all amounts paid to Affiliate as mandated by law.

 13.DISCLAIMER OF WARRANTIES

  1. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR AFFILATE STORE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND HOUSE OF SANCTUARY, LLC EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE INCLUDING ALL WARRANTIES AND CONDITIONS THAT ARE IMPLIED BY STATUTE.
  2.  IN PARTICULAR, YOU ACKNOWLEDGE AND AGREE THAT HOUSE OF SANCTUARY, LLC SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT YOUR AFFILIATE STORE AND RELATED SOFTWARE WILL OPERATE UNINTERRUPTED, TIMELY, SECURE AND ERROR-FREE AND THAT ALL ERRORS WILL BE CORRECTED.
  3. NO ACTIVITY OF ANY EMPLOYEE OR AGENT OF HOUSE OF SANCTUARY, LLC NOR SHALL ANY INFORMATION OR DOCUMENT OBTAINED FROM OR THROUGH HOUSE OF SANCTUARY, LLC SHALL OPERATE TO AMEND OR AUGMENT THE WARRANTIES SET OUT HEREIN.
  4. LIMITATION OF LIABILITY YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCE SHALL HOUSE OF SANCTUARY, LLC OR ANY OF ITS AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS HAVE ANY LIABILITY, UNDER ANY LEGAL THEORY WHATSOEVER, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, HOWSOEVER ARISING, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS, PROFITS, GOODWILL OR DATA EVEN IF HOUSE OF SANCTUARY, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS, WHETHER RESULTING FROM THE USE OR INABILITY TO USE THE SERVICES OR ANY ERROR, DEFECT, OMISSION OR DELAY IN THE OPERATION OF THE SERVICES, OR OTHERWISE.
  5. IN ALL OTHER CIRCUMSTANCES HOUSE OF SANCTUARY, LLC LIABILITY TO YOU SHALL NOT, FOR ANY REASON, EXCEED $100.00 USD.
  6. YOU AGREE AND ACKNOWLEDGE THAT THE DISCLAIMERS OF WARRANTIES AND THE LIMITATIONS OF LIABILITY SET OUT IN THIS AGREEMENT CONSTITUTE AN ESSENTIAL TERM OF THIS AGREEMENT AND THAT THE AMOUNTS PAYABLE BETWEEN THE PARTIES REFLECT HOUSE OF SANCTUARY, LLC RELIANCE ON SUCH TERMS.

 

14. Security
The security mechanisms incorporated in your Affiliate Store has security limitations. In particular, you agree and acknowledge that applications, systems and data which are made available over the Internet are inherently insecure against motivated individuals and HOS shall have no obligation or liability for any breach of same.

 

15.Termination

  1. We reserve the right to reject or end your Affiliate Store and association with HOS at our sole discretion, at any time due to but not limited to unavailable content, poor bandwidth; aesthetically unpleasing; you are subject to a government investigation; contains hate/violent/sexually explicit/offensive content; the promotes excessive drinking/drug use; account information is incorrect; promotes discrimination promotes violence or illegal activities; suggestion that the website uses materials that infringe upon copyright, trademark or other intellectual property rights; you have engaged in an activity that may potentially damage the reputation of HOS, Fetish Flair, or Queen Diva Designs or that of any other participant or you have engaged in an activity that may potentially damage the goodwill associated with the Affiliate store
  2. Either party may terminate this Agreement at any time, for any reason.
  3. Any commissions due shall be paid provided there are not legal complications associated with the termination of the agreement.
  4. If you wish to discontinue displaying Affiliate Store through your website you may do so instantaneously.
  5. The provisions of this Agreement shall remain in effect starting from the moment when we provide notice to you that you have been accepted as an Affiliate and remain in effect until terminated as provided herein.
  6. Except as specifically set forth in this Agreement, neither party will be liable to the other for termination of this Agreement.
  7. In addition to any other right to terminate as set forth herein, either party may terminate this Agreement if the other party breaches any part of this Agreement and fails to cure such breach within thirty (30) days after receipt of notice of the same.
  8. Neither party shall be in fault if the other party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership or liquidation for the benefit of creditors or relating to insolvency, receivership or liquidation for the benefit of creditors, if such petition or proceeding is not dismissed within ninety (90) days of filing.
  9. Upon the termination of this Agreement for any reason, you will immediately cease using, and remove from your website, all links to the Affiliate Store, all trademarks and logos and all other HOS material.
  10. On termination of this Agreement by either party, you will be paid all amounts that you have earned to the day of termination. HOS however, may withhold final payment for a reasonable period to ensure that the correct amount is paid, in anticipation of any cancelled orders or returned products.

16. Communication and Notice
It is a requirement for the ongoing participation with an Affiliate Store that we be able to communicate with you from time to time. HOS may affect any notices contemplated under this Agreement by sending an email to the email address set out in your account information. You are solely responsible for ensuring that the email address provided in your account information is active and that you are capable of retrieving all email sent to that email address

17. Arbitration and Recourse
Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement, your relationship with us or your participation with your Affiliate Store shall be submitted to the governing arbitration board in the state of Missouri, USA. 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 this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise. Notwithstanding the foregoing, either party may apply to any court of competent in respect of any matter relating to a violation of intellectual property rights, including the seeking of injunctive relief. If you are dissatisfied with any terms, conditions, rules, policies, guidelines, or practices, your sole and exclusive remedy is to discontinue using the Affiliate Store. 

18. Uncontrolled Forces
Neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including, but not limited to, an act of war, terrorists or God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet, provided that the delayed party: (a) gives the other party prompt notice of the delay, and (b) uses its commercially reasonable efforts to correct such failure. However, in any event, HOS shall have no liability for any loss or damage arising as a result of Uncontrolled Forces.

19. Assignment
This Agreement will bind and inure to the benefit of each party's successors and permitted assigns. HOS may assign its rights and obligations under this Agreement to a third party.

20.Relationship

  1. This Agreement does not establish any relationship of partnership, joint venture, employment, franchise or agency between you and HOS, Fetish Flair, nor Queen Diva Designs. 
  2. Except as otherwise expressly provided herein, neither party shall have any right or power to bind the other or incur obligations on behalf of the other without the other's prior written consent.
  3. HOS reserves the right to refuse Affiliate further participation, at its sole discretion and without disclosed reasoning

21. Disclaimer
THE ENTIRE RISK AS TO THE RESULTS AND THE PERFORMANCE OF THE AFFILIATE STORE  IS ASSUMED BY THE AFFILIATE, AND IN NO EVENT WILL HOS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR DIRECT DAMAGES SUFFERED IN THE COURSE OF USING THE AFFILIATE STORE. USE OF THE FREEWARE AND SHAREWARE PROGRAMS CONTAINED IN THIS ARCHIVE ARE GOVERNED BY THEIR RESPECTIVE LICENSE AGREEMENTS AND MAY CONTAIN RESTRICTIONS ON USE INCLUDING, BUT NOT LIMITED TO, THE REQUIREMENT(S) TO PAY THE AUTHOR(S) A SPECIFIED AMOUNT AFTER A TRIAL PERIOD HAS ELAPSED.


This Agreement, including any and all documents referenced herein, constitute the entire agreement between House of Sanctuary, LLC and you pertaining to the subject matter hereof. House of Sanctuary, LLC’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provisions or right. If any of the provisions contained in this Agreement are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions contained herein.

This Agreement constitutes the entire agreement between you and HOS governing your Affiliate Store. This Agreement supercedes all other agreements without limitation.