|Affiliate Operating Agreement
: 3 February, 2007.
This Agreement contains the complete terms and conditions that apply to an individual's
or entity's participation in the TIAS.com, Inc Affiliate Program (the "Program").
As used in this Agreement, "we", "us", or "our" means TIAS.com,
Inc. and "you" means the applicant. "TIAS.com Site" means the site
that has its primary home page identified by the URL www.tias.com, and "site"
means a World Wide Web site. "Your site" means any site that you will link
to the TIAS.com Site (and which you will identify in your Program application).
1. Enrollment in the Program
To begin the enrollment process, you will submit a complete Program application
via the TIAS.com Site. We will evaluate your application in good faith and will
notify you of its acceptance or rejection. We may reject your application if we
determine (in our sole discretion) that your site is unsuitable for the Program.
Unsuitable sites include, but are not limited to, those that:
- promote sexually explicit materials
- promote violence
- promote discrimination based on race, sex, religion, nationality, disability, sexual
orientation, or age
- promote illegal activities
- include "tias," any other trademark of TIAS.com, Inc. or its affiliates, or variations
or misspellings of any of them, in their URLs to the left of the top-level domain
name (e.g., ".com", ".net", ".uk", etc.) -- for example, a URL such as "tias.mydomain.com",
"tia_s.com" or "tiasauctions.net" would be unsuitable
- otherwise violate intellectual property rights.
By participating in the Program you agree that you will not engage in any such activities.
If we reject your application, you are welcome to reapply to the Program at any
time. You should also note that if we accept your application and your site is thereafter
determined (in our sole discretion) to be unsuitable for the Program, we may terminate
this Agreement. Participation in the Program is limited to parties that lawfully
can enter into and form contracts under applicable law. For example, minors are
not allowed to participate in the Program.
2. Links on Your Site
Once you have been notified that your site has been accepted into the Program, we
grant you a revocable, non-exclusive, worldwide, royalty-free license for the duration
of the term of this Agreement, solely for purposes of facilitating referrals from
your site to the TIAS.com Site, to provide on your site one or more of the following
types of links to the TIAS.com Site:
Search Results Link: You may provide a link on your site that will link
to the search engine on the TIAS.com Site.
To permit accurate tracking, reporting, and referral
fee accrual, we will provide you with special "tagged" link formats to be used in
all links between your site and the TIAS.com Site You must ensure that each of
the links between your site and the TIAS.com Site properly utilizes such special
link formats. Links to the TIAS.com Site placed on your site pursuant to this
Agreement and which properly utilize such special link formats are referred to as
"Special Links." You will earn referral fees only with respect to activity
on the TIAS.com Site occurring directly through Special Links; we will not be
liable to you with respect to any failure by you to use Special Links, including
to the extent that such failure may result in any reduction of amounts that would
otherwise be paid to you pursuant to this Agreement.
You acknowledge that, by participating in the Affiliates Program and placing any
of the above links within your site, we may receive information from or about visitors
to your site or communications between your site and those visitors. Your participation
in the Program constitutes your specific and unconditional consent to and authorization
for our access to, receipt, storage, use, and disclosure of any and all such information,
consistent with the policies and procedures set forth in the Privacy Notice on the
Except for the license granted under this Section 2, you do not obtain any rights
under this Agreement in any intellectual property, including, without limitation,
any intellectual property with respect to the Special Links, link formats, technical
specifications, guidelines or graphical artwork referenced above, or with respect
to the TIAS.com domain name.
You also acknowledge that we may crawl or otherwise monitor your site for the purpose of ensuring the quality
and reliability of Special Links on your site (for example, to detect links that
are broken or non-functional, links to products that are out of stock or otherwise
unavailable, etc.). Therefore, you agree that we may
take such actions and that you will not seek to block or otherwise interfere with
such crawling or monitoring (and that we may use technical
means to overcome any methods used on your site to block or interfere with such
crawling or monitoring).
You also acknowledge that as a participant in the Program, we may from time to time
send you email updates about the Program. By participating in the Program, you consent
to our sending you these email updates.
Further, you acknowledge and agree that you will: (a) not, in connection with this
Agreement, display or reference on your site, any trademark or logo of any third
party seller on the TIAS.com Site; (b) use any data, images, text, or other information
obtained by you from us or the TIAS.com Site in connection with this Agreement
("Content") only in a lawful manner and only in accordance with the terms
of this Agreement; (c) not modify or alter any Content that
consists of a graphic image, other than to resize it; (d) not edit any Content that
consists of text, other than to shorten its length; (e) not sell, redistribute,
sublicense or transfer any Content; (f) not use any Content in a manner intended
to send sales to any site other than the TIAS.com Site; and (g) promptly delete
any Content that is no longer displayed on the TIAS.com Site or that we notify
you is no longer available for your use.
3. Order Processing
Our merchants will process Product orders placed by customers who follow Special Links from
your site to the TIAS.com Site. We reserve the right to reject orders that do
not comply with any requirements that we periodically may establish. Our
merchanges will be
responsible for all aspects of order processing and fulfillment. Among other
things, they will prepare order forms, process payments, cancellations, and returns, and handle
customer service. We will track sales made to customers who purchase Products by
using Special Links from your site to the TIAS.com Site and will make available
to you reports summarizing this sales activity. The form, content, and frequency
of the reports may vary from time to time in our discretion.
4. Referral Fees
We will pay you (in accordance with Sections 5 and 6 below) referral fees on certain
Product sales to third parties. For a Product sale to be eligible to earn a referral
fee, the customer must click-through a Special Link from your site to the TIAS.com
Site, and add the Product to his or her shopping cart during a session. The session ends upon one of the following
events: (a) the customer destroys the cookie, bookmark
or session id, or (b) the customer orders the Product(s).
Only product sold on the standard TUAS 10% sales commission plan are eligible and we
will only pay referral fees on eligible Products after order, payment and
shipping have occurred.
To permit accurate tracking, reporting and fee accrual, you must ensure that the
Special Links between your site and the TIAS.com Site are properly formatted.
We will not be liable for paying referral fees on purchases that are not correctly
tracked and reported because the links between your site and the TIAS.com Site
are not properly formatted.
We will not, however, pay referral fees on any subsequent orders that are added to a customer's
Shopping Cart after the customer has reentered
the TIAS.com Site (other than through a Special Link from your site), as determined
by us, even if the customer previously followed a link from your site to the TIAS.com
You may not purchase products during sessions initiated through the links on your
site for your own use, for resale or commercial use of any kind. This includes orders
for customers or on behalf of customers or orders for products to be used by you
or your friends, relatives, or associates in any manner. Such purchases may result
(in our sole discretion) in the withholding of referral fees and/or the termination
of this Agreement. Products that are eligible to earn referral fees under the rules
set forth above are referred to as "Qualifying Products."
If you are a TIAS merchant with a non-TIAS site, you are free to put the Special
Links on your non-TIAS site. However, referral fees are not paid on sales from
your own TIAS store made with the Special Links; only those from other TIAS merchants.
In addition, you may not:
- directly or indirectly offer any person or entity
any consideration or incentive (including, without limitation, payment of money
(including any rebate), or granting of any discount or other benefit) for using
Special Links on your site to access the TIAS.com Site (e.g., by implementing
any "rewards" program for persons or entities who use Special Links on your site
to access the TIAS.com Site);
- read, intercept, record, redirect, interpret,
or fill in the contents of any electronic form or other materials submitted to us
by any person or entity;
- in any way modify, redirect, suppress, or substitute
the operation of any button, link, or other interactive feature of the TIAS.com
- make any orders or subscription requests, or engage in other transactions
of any kind on the TIAS.com Site on behalf of any third party, or authorize, assist,
or encourage any other person or entity to do so;
- take any action that could
reasonably cause any customer confusion as to our relationship with you, or as to
the site on which any functions or transactions (e.g., search, order, browse, and
so on) are occurring;
- other than providing Special Links on your site in accordance
with this Agreement, post or serve any advertisements or promotional content promoting
the TIAS.com Site or otherwise around or in conjunction with the display of the
TIAS.com Site (e.g., through any "framing" technique or technology or pop-up or
pop-under windows), or assist, authorize, or encourage any third party to take any
- attempt to circumvent the referral fee schedule or artificially
increase your referral fees (e.g. by intentionally featuring, purchasing or requesting
or encouraging any third party to purchase low-price items offered on the TIAS.com
Site (as determined by us) for the purpose of exceeding any referral fee threshold
or by causing any page of the TIAS.com Site to open in a customer's browser other
than as a result of the customer clicking on a Special Link on your site);
to intercept or re-direct (including, without limitation, via user-installed software)
traffic from or on, or divert referral fees from, any web site that participates
in the Program; or
- seek to purchase or register any keywords, search terms or
other identifiers that include the word "TIAS" or variations thereof (for example
"tia's", "tsia", etc.) ("Proprietary Terms") for use in any search engine,
portal, sponsored advertising service or other search or referral service.
If we determine, in our sole discretion, that
you have engaged in any of the foregoing activities or, as the case may be, refused
promptly to comply with a request from us to exclude Proprietary Terms from any
keyword as mentioned above, we may (without limiting any other rights or remedies
available to us) withhold any referral fees otherwise payable to you under this
Agreement and/or terminate this Agreement.
5. Referral Fee Schedule
During each calendar quarter, for Qualifying Products sold during sessions initiated
through Special Links on your site, you will earn (subject to the other terms of
this Agreement) referral fees in accordance with the "Fee Structure"
Subject to the other terms of this Agreement, you will earn 3% of "Qualifying Revenues"
(revenues derived by us from sales of Qualifying Product units sold during sessions
initiated through Special Links on your site, excluding costs for shipping, handling,
gift-wrapping, taxes separately stated and charged to the customer, service charges,
credit card processing fees, returns and bad debt.).
6. Referral Fee Payment
We will pay you referral fees on a quarterly basis for Qualifying Products shipped
in the applicable quarter. At any time the balance in your account exceeds $50 US,
approximately 10 days following the end of each calendar
quarter (March, June, October and December), we will make a depoit
to the PayPal account that you have specified.
We are obligated by U.S. federal
law to obtain tax information from Program participants who are U.S.
citizens, U.S. residents or U.S. corporations and from Program participants who are not U.S. citizens
or residents but whose businesses are taxable in the U.S. If we believe you are
a Program participant from whom we are obligated to obtain tax information and you
do not provide this information to us after we have requested it, we may withhold
your referral fee payments until you provide this information or otherwise satisfy
us that you are not a person from whom we are required to obtain tax information.
7. Policies and Pricing
Customers who buy products through this Program will be deemed to be our customers.
Accordingly, all of our rules, policies, and operating procedures concerning customer
orders, customer service, and product 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 products sold under this Program in accordance with
our own pricing policies. Product prices and availability may vary from time to
8. Identifying Yourself as an Affiliate
You may not issue any press release with respect to this Agreement or your participation
in the Program without our express permission; such action may result in your termination from the Program
We will make available to you a small graphic image that identifies your site as
a Program participant. You must display this logo or the phrase "In association
with TIAS" somewhere on your site. We may modify the text or graphic image of
this notice from time to time. In addition, you may not in any manner misrepresent
or embellish the relationship between us and you, or express or imply any relationship
or affiliation between us and you or any other person or entity except as expressly
permitted by this Agreement (including by expressing or implying that we support,
sponsor, endorse, or contribute money to any charity or other cause). To obtain permission for publication,
please contact email@example.com
9. Limited License
We grant you a nonexclusive, revocable right to use the graphic image and text described
in Section 8 and such other text or images for which we grant express permission,
solely for the purpose of identifying your site as a Program participant and to
assist in generating Product sales. You may not modify the graphic image or text,
or any other of our images, in any way. We reserve all of our rights in the graphic
image and text, any other images, our trade names and trademarks, and all other
intellectual property rights. You agree to follow our Trademark Guidelines, as those
guidelines may change from time to time. We may revoke your license at any time
by giving you written notice.
10. Responsibility for Your Site
You will be solely responsible for the development, operation, and maintenance of
your site and for all materials that appear on your site. For example, you will
be solely responsible for:
- the technical operation of your site and all related equipment
- the accuracy and appropriateness of materials posted on your site (including, among
other things, all TIAS-related materials)
- ensuring that materials posted on your 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 your site are not libelous or otherwise illegal
- ensuring that your site accurately and adequately discloses, either through a privacy
policy or otherwise, how you collect, use, store, and disclose data collected from
visitors, including, where applicable, that third parties (including advertisers)
may serve content and/or advertisements and collect information directly from visitors
and may place or recognize cookies on visitors' browsers.
We disclaim all liability for these matters. Further, you will indemnify and hold
us harmless from all claims, damages, and expenses (including, without limitation,
attorneys' fees) relating to the development, operation, maintenance, and contents
of your site.
11. Compliance with Laws
As a condition to your participation in the Program, you agree that while you are
a Program participant you will comply with all laws, ordinances, rules, regulations,
orders, licenses, permits, judgments, decisions or other requirements of any governmental
authority that has jurisdiction over you, whether those laws, etc. are now in effect
or later come into effect during the time you are a Program participant. Without
limiting the foregoing obligation, you agree that as a condition of your participation
in the Program you will comply with all applicable laws (federal, state or otherwise)
that govern marketing email, including without limitation, the CAN-SPAM Act of 2003
and all other anti-spam laws.
12. Term of the Agreement
The term of this Agreement will begin upon our acceptance of your 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. Upon the termination of this Agreement for any reason, you
will immediately cease use of, and remove from your site, all links to the TIAS.com
Site, and all of our trademarks, trade dress, and logos, and all other materials
provided by or on behalf of us to you pursuant hereto or in connection with the
Program. You are eligible to earn referral fees only on sales of Qualifying Products
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. 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 and in our sole discretion, by posting a change notice or a new agreement on
the TIAS.com Site. Modifications may include, for example, changes in the scope
of available referral fees, referral fee schedules, payment procedures, and Program
rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE
THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING
OF A CHANGE NOTICE OR NEW AGREEMENT ON THE TIAS.COM SITE WILL CONSTITUTE BINDING
ACCEPTANCE OF THE CHANGE.
14. Relationship of Parties
You and we 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.
15. Limitation of Liability
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 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 Program will not exceed
the total referral fees paid or payable to you under this Agreement.
We make 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, we
make no representation that the operation of the TIAS.com Site will be uninterrupted
or error-free, and we will not be liable for the consequences of any interruptions
17. 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 PROGRAM AND ARE
NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH
IN THIS AGREEMENT.
Any dispute relating in any way to this Agreement (including any actual or alleged
breach hereof), any transactions or activities under this Agreement or your relationship
with us or any of our affiliates shall be submitted to confidential arbitration
in Grapevine, Texas, except that, to the extent you have in any manner violated
or threatened to violate our intellectual property rights, we may seek injunctive
or other appropriate relief in any state or federal court in the state of Texas
(and you consent to non-exclusive jurisdiction and venue in such courts) or any
other court of competent jurisdiction. Arbitration under this agreement shall be
conducted under the rules then prevailing of the American Arbitration Association.
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
This Agreement will be governed by the laws of the United States and the state of
Texas, without reference to rules governing choice of laws. 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 be 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 provision
or any other provision of this Agreement.