This Leatherbay.com Affiliate Agreement contains the terms and conditions that apply to you as an Affiliate in the Affiliate Program of leatherbay.com, part of Leatherbay Inc. and the establishment of links from your web site to our web site.
By submitting an application to join the Leatherbay.com, you are confirming that you have read this Affiliate Agreement and agreed to be bound by its terms and conditions.
Leatherbay.com’s Affiliate Agreement Definitions
“We”, “Our”, “Us” – Leatherbay.com and Leatherbay Inc. (collectively, “Leatherbay”)
“You”, “Your” – the business, individual or entity applying for participation in the Leatherbay’s Affiliate Program.
“Affiliate(s)” – the business, individual or entity that displays our products, services and/or promotions on its internet website in exchange for receiving remuneration from the us for sales resulting from such display.
“Affiliate Site” – the Affiliate's internet site which displays our products, services and/or promotions.
“Net Sales” – total dollars paid to Leatherbay.com for qualifying merchandise minus any tax, shipping, handling, and similar charges, amounts due to credit card fraud and bad debt, and credits for returned goods.
“Leatherbay Products” – any product that is available for purchase through Leatherbay.com.
1. Enrollment in the Leatherbay’s Affiliate Program
To begin the enrollment process, you must submit a completed Affiliate Program Application. The Application can be found by logging on to www.leatherbay.com. We will evaluate your application in good faith and will notify you of your acceptance or rejection in a timely manner. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for our Affiliate Program for any reason, including, but not limited to, inclusion of content that is, in our opinion, unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable. If we reject your application, you are welcome to reapply to the Leatherbay Affiliate Program at any time.
2. Promotion of Our Affiliate Relationship
If you qualify and agree to participate as an Affiliate Site, we will make available to you a variety of graphic and textual links (each of these links sometimes being referred to herein as “Links” or, individually, as a “Link”), which, subject to the terms and conditions hereof, you shall display prominently throughout your site as you see fit and with our consent. The Links will serve to identify your site as a member of the Leatherbay Affiliate Program and will establish a link from your site to ours. The Links may connect to any area of our site.
In utilizing the Links, you agree that you will cooperate fully with us in order to establish and maintain such Links. You also agree that you will display on your site only those graphic or textual images (indicating a Link) 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 Sites shall display such graphic and/or textual images prominently in relevant sections of their site. Any information with respect to us that is going to be displayed on your site must be provided by us or approved by us in writing in advance of any display. Affiliates are not permitted to establish any Links to us in any community, forum, chat room or electronic bulletin board. All Links may be modified and/or expanded from time to time throughout the term of this Agreement pursuant to the mutual agreement of the parties hereto. In addition, we encourage (but do not require) you to include a Link to the home page of our site. We are not responsible for missing or lost revenue/sales in the case where the Affiliate alters the Link in any way. Promotions of Leatherbay’s product offers can only be promoted in the exact manner promoted by Leatherbay, which includes the posting of expiration dates, availability of the offer and any related legal disclaimers. Affiliates may establish a Link only on URL’s which have been approved by Leatherbay in the application process. We reserve the right to monitor your Web site at any and at all times to make certain that you are in compliance with the terms and conditions of this Agreement. You shall be fully responsible for all content, links and activities conducted on your Web site. We disclaim all liabilities related to such matters. You agree to indemnify Leatherbay and hold us harmless (as well as our employees, officers, agents, directors and affiliated entities) from all liability claims, damages and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, activities, contents and links of your Web site.
3. Order Processing.
4. Referral Fees and Commissions.
We will pay you on all net sales based on the amount of net revenue achieved in a given month. The Commission shall be 15% of the Net Sales of Products purchased by a User utilizing the links between your Web site and our Web site (the "Commission"). "Net Sales" shall mean the gross sale price of a Product, excluding amounts collected by us for sales taxes, duties, shipping, handling, fraud, charge-backs, exchanges, credit card processing fees, taxes and similar charges. The current Commission fee schedule is 15% on all “Net Sales”.
THE REFERRAL FEES AND THE COMMISSION RATES ARE SUBJECT TO CHANGE AT ANY TIME AT OUR SOLE DISCRETION WITHOUT NOTICE. In order for you to generate a Referral Fee or Commission, the User must follow a link from your Web site to our site, purchase the product using our automated ordering system. The user must accept the delivery of the Product at the shipping destination, remit full payment to us and not cancel the order or return the Product to us within our 30 day return period. We reserve the right to change or modify our return policies at any time without notice at our sole discretion. You will not be eligible for a Referral Fee or Commission if a party comes to Leatherbay through a link on your site, does not make a purchase and returns to our site at a later time via another affiliate or partner and makes a purchase. The 2nd affiliate will get paid for this sale. You will not be eligible for a Referral fee if the party who makes the purchase has blocked cookies and we cannot track the order. You will not be eligible for a Referral fee if the party comes to Leatherbay from your website but returns more than 30 days later to make their purchase. However, if a party comes from your website and makes a purchase and then returns within 30 days to our website through our URL or their bookmark (not through another affiliate or partner), you will be paid for the additional sale. You will not be paid a Referral fee if a user to our website cannot be tracked by our online ordering tracking system for any reason. You will not be paid a referral fee if a party comes to Leatherbay through your Website but makes their purchase using a coupon code or gift certificate that was not expressly given by Leatherbay for use by your website.
Your commissions will be paid once a month on any amounts due to you that are $50 or greater. If the commissions earned by you are less than $50 for any given month, the amount will be rolled over to the following month/s until the $50 minimum is reached. Payments will be made approximately 15 days after the end of each month. We will send you a check for the Referral Fees and Commissions earned for Products that we shipped during the applicable period and for which the 30 day return period has elapsed, less any taxes on such Commissions that we are required by law to withhold, provided you have (a) met the Payment Minimum (defined above), (b) not breached any terms or conditions of this Agreement, and (c) you have previously provided to us a valid mailing address to which the payment may be mailed. The Payment Minimum is subject to change at any time without notice at our sole discretion.
5. Policies and Pricing
Customers who buy Leatherbay Products through the Affiliate Network will be deemed to be our customers. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and Leatherbay Product and Services sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for Leatherbay Products sold under the Affiliate Network in accordance with our own pricing policies. Prices and availability of Leatherbay Products may vary from time to time and region to region. Because price changes may affect products that you have listed on your site, you may or may not be able to include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.
6. Emails and Publicity
You shall not create, publish, distribute, permit, or transmit any written material or electronic communications that makes reference to us without first submitting such material to us and receiving our written consent, which shall not be unreasonably withheld.
7. Licenses and Use of the Leatherbay 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 THE TERMS OF THIS AGREEMENT AND (ii) SOLELY IN CONNECTION WITH SUCH LINKS, TO USE THE LEATHERBAY.COM TRADEMARK AND LOGO AND SIMILAR IDENTIFYING MATERIAL RELATING TO US (BUT ONLY IN THE FORM(S) THAT THEY ARE PROVIDED BY US) (COLLECTIVELY, THE “LICENSED MATERIALS”), FOR THE SOLE PURPOSE OF SELLING LEATHERBAY PRODUCTS ON YOUR SITE FOR LEATHERBAY.COM. YOU MAY NOT ALTER, MODIFY, OR CHANGE THE LICENSED MATERIALS IN ANY WAY. YOU ARE ONLY ENTITLED TO USE THE LICENSED MATERIALS TO THE EXTENT THAT YOU ARE A MEMBER IN GOOD STANDING OF THE LEATHERBAY AFFILIATE PROGRAM.
(b) You shall not make any specific use of any Licensed Materials for purposes other than selling Leatherbay Products, without first submitting a sample to us and obtaining the prior written consent of your Leatherbay. You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays us in a negative light. We reserve all of our rights in the Licensed Materials and of our other proprietary rights. We may revoke your license at any time, by giving you written notice. If not revoked, this license shall terminate upon expiration or termination of this Agreement.
(c) You grant to us a non–exclusive license to utilize your names, titles, and logos, as the same may be amended from time to time (the “Affiliate Trademarks”), to advertise, market, promote, and publicize in any manner our rights hereunder; provided, however, that we shall not be required to so advertise, market, promote, or publicize the Affiliate Trademarks. This license shall terminate upon the expiration or termination of this Agreement.
8. Term of the Agreement
The term of this Agreement will begin upon our acceptance of your 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 the date of termination will remain payable only if the related Leatherbay Products orders are not cancelled or returned. We may withhold your final payment for a reasonable time to ensure that no overpayment is made.
We may modify any of the terms and conditions contained in this Agreement at any time in our sole discretion. You will be notified by email. Modifications may include, but are not limited to, changes in the scope of available commissions, commission schedules, payment procedures, and Affiliate Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the Affiliate Program following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change.
We make no express or implied warranties or representations with respect to the Affiliate Program or any Leatherbay Products sold through the 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.
11. Relationship of Parties
You and Leatherbay 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 in contradiction of anything in this Section.
12. Representations and Warranties
You hereby represent and warrant to us as follows:
1. 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.
2. The development, operation, and contents of your site do not infringe upon the copyright, trademark, or any other right of any person or entity.
13. Independent Investigation
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 Leatherbay Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
If you commit fraud or falsify information in connection with the registration of members in Leatherbay through the Links on your site, this Agreement will be terminated immediately. In addition, you will be liable to Leatherbay for any and all damages that Leatherbay suffers as a result of such actions. You will also be responsible for returning to Leatherbay all commissions received for fraudulent/falsified members, and we will not hesitate to pursue all legal causes of action against you to the fullest extent possible under the law.
This Agreement and the rights and obligations hereunder may not be assigned by you without prior written consent of Leatherbay.
Leatherbay does not allow its affiliates to send unsolicited bulk e-mail with the Leatherbay trademark, name or logo. Violators will have their affiliate program cancelled without notice and all commissions earned will be forfeited.
17. Governing Law
This Agreement will be governed by the laws of the United States and the State of California, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in San Francisco, CA and 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 a provision or any other provision of this Agreement