FJAproducts.com Affiliate Operating Agreement

Terms and Conditions

1. Becoming an Affiliate

You must begin the enrollment process by submitting a completed Affiliate Program Application. Submission by you of the Affiliate Program Application form constitutes your acceptance of all terms and conditions of this agreement.

2. Linking to our Site

Once your application is accepted, you will receive an e-mail with your Affiliate code. The Affiliate code is to be kept confidential by you at all times, is not to be used by anyone other than you (as an Affiliate). The affiliate code will be needed to set up the textual or graphical image links to FJAProducts.com.

As an Affiliate, you are encouraged to include a general link on your site to the FJAproducts.com home page. We will make available the complete format guidelines and approved graphics.

Currently, all the products offered at FJAproducts.com are eligible for commission. The product offering, and referral fee schedule, are subject to change by us, upon notice to you. If we add products, we may allow you to also offer such products pursuant to the Affiliate Program. All imaging supplies and other products added by us as being offered by Affiliates, and which we authorize you to sell, are hereinafter called “Products.”

We will make available to you a variety of graphic and textual links. We suggest that you also include a link to our home page. You agree that you will display on your web site only those textual and graphical images that are provided by us, and you will substitute such images with any new images provided by us from time to time throughout the term of this agreement. All Affiliate web sites shall display such images prominently in relevant sections of their web site. All links may be modified and/or expanded from time to time throughout the term of this agreement upon your receipt from us of revised versions.

3. Referral Fees

A. How you earn referral fees
You will earn a referral fee on any product that is purchased, shipped and paid for in full by a customer who has followed an FJAproducts.com link from your web site to ours.

B. Your referral fee schedule
The FJAproducts.com Affiliate Program pays you referral fees based on the net purchase price received by us for all products sold directly by us from your website within each calendar quarter. Fees are not paid on amounts collected for sales taxes, shipping, handling, and similar charges, credit card fraud and bad debt, and credits for returned goods.

All available products on our web site are eligible for referral fees to be paid as follows:

You will earn five percent (5%) of the net sales collected by us. You will also receive 5% on all future sales from that customer so long as they use their customer ID or same email address.

FJAproducts.com will keep track of the total visits, total sales and commission generated from the link on your web site. You must have your affiliate id, e-mail and password in order to view the Affiliate Statistics Report.

C. Payments Made Quarterly
Approximately 30 days following the end of each calendar quarter, we will send you a check for your earned referral fees (less applicable taxes, if any). If your fees total less than $35.00 in any calendar quarter, they will be accrued until the total is at least $35.00 or until this agreement is terminated, whichever is earlier.

If a customer returns a product that has already generated a referral fee, we will deduct that fee from your next quarterly payment. If no subsequent payment to you is made, you will reimburse us the amount previously paid to you.

4. Customers

A. Handling Customer Orders
All orders placed by customers who link from your site to FJAproducts.com will be processed by us. We will prepare each order, process payments, cancellations, and returns, handle shipping, and service customers. Any order not complying with our requirements may be rejected. We will track all sales made from your site and send you a quarterly report. To ensure that every purchase from your site is accounted for, your links into FJAProducts.com must be formatted to our specifications.

B. Customers Subject to Our Policies
Any customers who purchase through your web site will be subject to FJAProducts.com customer service policies and operating procedures. We reserve the right to alter these at our discretion, including without limitation, the pricing of all Products.

As our prices may vary from time to time, you may not include pricing information in your listings, reviews or descriptions. While we will use every reasonable effort to ensure accurate information, we cannot guarantee the accuracy of information (including price), or availability.

5. Affiliate Responsibilities

A. Compliance with this Agreement
We have the right at any and all times to monitor your web site to determine if you are in compliance with the terms of this agreement.

B. Maintenace of Your Site
The development, technical operation, and ongoing maintenance of your website remains your sole responsibility. You are also responsible for creating, posting, and maintaining links to our site, and ensuring that materials posted on your web site are not libelous or in violation of any third party’s copyrights, trademarks, privacy, or other personal or proprietary rights. You hereby indemnify and hold us harmless from all claims, damages, and expenses related in any way to your website.

6. Name and Trademark Licenses

A. Licenses
This agreement includes our grant to you of non-exclusive, non-transferable, revocable licenses to (i) access our website through the links established, strictly in accordance with the terms of this agreement and (ii) use those designs, trade names, trademarks, and similar identifying material relating to us which we authorize you to use (collectively, the “Licensed Marks”), for the sole purpose of selling authorized Products from your web site for FJAProducts.com and strictly in accordance with the terms of this agreement. You may not alter, modify, or change the Licensed Marks in any way. We may alter, modify or change the Licensed Marks, in our sole discretion, upon notice to you.

B. Restrictions on Use
You shall not anywhere make any specific use of any Licensed Marks, without first submitting a sample of such to us and obtaining the prior written consent of FJAproducts.com, which may be unreasonably withheld. You agree not to use the Licensed Marks in any manner that is disparaging, portrays us in a negative light, or otherwise harms the good name and reputation of FJAProducts.com. All other rights in the Licensed Marks are reserved. We may revoke your licenses at any time, by giving you written notice.

C. License by Affiliate
This agreement also includes your grant to us of a non-exclusive license to use your names, slogans, and logos, as the same may be amended from time to time (the "Trademarks"), to advertise and promote, in any manner, your membership in the Affiliate Program; provided, however, that we shall not be required to advertise and/or promote you or the Trademarks. Your license to us shall terminate upon the effective date of the expiration or termination of this agreement.

7. Term of this Agreement

Once we accept your Application into the Affiliate Program, this agreement will be in effect. It may be terminated at any time by either you or us, with or without cause, through written notice. You will be eligible to earn referral fees only on sales generated during the term of this agreement. Your final payment may be withheld until such time as we can ensure you are paid the correct amount.

8. Modifications

We reserve the right to modify any of the terms and conditions contained in this agreement, at any time, in our sole discretion. You will be notified by e-mail and a notice will be posted on our web site. Modifications may include, but are not limited to, Products, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliate Program rules. If you find any modification unacceptable, your only recourse is to terminate this agreement, and cease to participate in the Affiliate Program. Your continued participation in the Affiliate Program following our posting of a change notice or new agreement on our web site will constitute binding acceptance of the change.

9. Relationship of Parties

Each party to this agreement is an independent contractor, and nothing in this agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your web site or otherwise, that would contradict anything in this agreement.

10. General Terms and Conditions

A. Assignment and Waiver
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.

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

C. Affiliate’s Representations
You hereby represent and warrant to us as follows:
(i) This agreement constitutes a legal, valid, and binding obligation on your part, enforceable against you in accordance with its terms.
(ii) You have the absolute right and authority to grant to us the license to use the Trademarks in the manner contemplated in this agreement, and such grant does not and will not breach or conflict with any agreement or other instrument applicable to you, or infringe upon any proprietary right of any other person or entity.
(iii) There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against you, or any Affiliate of yours, with respect to the execution, delivery or consummation of this agreement, or with respect to the Trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.

D. Confidentiality
Except as otherwise provided in this agreement or with the consent of the other party hereto, we both agree that all information including, without limitation, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our Affiliate provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be disclosed to third parties, or utilized, directly or indirectly, by such party for its own business purposes (except as contemplated by this agreement) 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 authorized to deliver a copy of any such information (a) to any person pursuant to an order issued by any court or administrative agency, (b) to its accountants, lawyers, or other professional advisors on a confidential basis, and (c) otherwise as required by applicable law.

E. Limitation of Liability
We will not for any reason whatsoever be liable for any direct, 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. Without limiting the generality of the foregoing, our aggregate liability will not for any reason whatsoever exceed the total commission fees paid or payable to you under this agreement.

F. Indemnification
You hereby agree to indemnify and hold harmless FJAproducts.com and its subsidiaries and Affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including solicitor’s fees) (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 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 not provided by us.

G. Independent Investigation
You acknowledge that you have read this agreement, understand it in its entirety, and agree to all of 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 this 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.

H. Governing Law
This agreement will be governed by the laws of the United States without reference to rules governing choice of laws.

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