Specialgifts.com Affiliate Program

 Terms & Conditions

IMPORTANT: Please read the following carefully before agreeing to participate in the specialgifts.com affiliate program (the "affiliate program"). Your participation in the affiliate program is conditioned upon your acceptance of all the terms and conditions contained in this agreement. By selecting the "I agree to terms: sign me" link at the bottom of the online application, you are entering into a legal agreement with specialgifts.com, formally indicating your acceptance of the terms and conditions contained in this agreement and you agree to be bound by the terms and conditions of this agreement. If you do not accept the terms of this agreement, do not select the "I agree to terms: sign me" link at the bottom of the online application.

1. Introduction

This Agreement contains the terms and conditions of the specialgifts.com Affiliate Program.

2. Definitions of Terms Used

(a) "we" or "us", "our" or "merchant" shall mean specialgifts.com and ICBS, Inc.,

(b) "you", "your", "partner", or "Referral Partner" shall mean you, the applicant applying to participate in the Affiliate Program, and upon our acceptance of your application, the Affiliate,

(c) "our Web site" shall mean the specialgifts.com Web site currently located at http://www.specialgifts.com. We may extend this offer to other websites owned by ICBS, Inc. with mutual agreement,

(d) "SpecialGifts.com" refers to web properties owned by ICBS, Inc. DBA SpecialGifts.com and other applicable websites.

(e) "your Web site" shall mean the World Wide Web site from which you will link to our Web site(s),


(f) "User" shall mean a customer who links from your Web site to our Web site,

(g) "Products" shall mean any merchandise offered for sale by us on our Web site. It does not include items offered for sale by third parties on our Web site,

(h) "Affiliate" shall mean a party accepted as a member of the Affiliate Program,

(i) "Affiliate Site" shall mean an Affiliate Web site that has been accepted as an Affiliate of specialgifts.com and

(j) "Link", "Links" or "Referral Link" shall mean text links, banner advertisements, buttons, or other hyperlinks that hyperlink to the specialgifts.com or other websites as defined in (e) above. The hyperlink may be directed or linked to selected pages, typically with a .asp extension, containing the specialgifts.com logo or other approved logos.

2. Program Enrollment

To enroll in the specialgifts.com Affiliate Program,

(a) complete our Online Application and
(b) accept the terms and conditions of this Agreement. You accept the terms of this Agreement by clicking the "I Agree To Terms: Sign Me" link at the bottom of the Online Application.

After receiving your completed Online Application, we will review it in good faith and inform you within 10 business days of whether or not you have been accepted as an Affiliate. We reserve the right to accept or reject Affiliates at our sole discretion. We may reject your application if we determine, at our sole discretion, that your Web site is inappropriate or objectionable. Web sites that are objectionable or inappropriate include (but not limited to) sites that:

• Promote violence
• Are libelous, disparaging or defamatory
• Promote illegal activities
• Promote discrimination based on age, disability, nationality, race, religion, sex or sexual orientation
• Contain little or no original content
• Contain images that are sexually explicit, obscene, harmful, or harassing
• Contain otherwise objectionable material
• Incorporate materials that infringe upon copyright, trademark or other intellectual property rights

We will accept only affiliates whose standards of quality, service and goodwill are determined, at our sole discretion, comparable to our own high standards.

If we reject your application, you may not participate in the Affiliate Program. You may reapply to be an Affiliate at any time after correcting the objections we have indicated.

If your Web site is accepted, you will be eligible to link specialgifts.com Graphics to your Web site.

We reserve the right at our sole discretion to reject an Affiliate application even after we have communicated acceptance to you or may remove an Affiliate from the Affiliate Program at any time for any reason.

3. Linking Requirements

You will be issued a "Referral Link", or unique URL, which allows SpecialGifts.com to identify visitors from your Web site as originating from you. These visitors are tracked using "cookies". SpecialGifts.com will be able to identify the visitor as originating from you.

You may remove or add your link from your page to the SpecialGifts.com Web site at any time without permission. To receive Commissions, you must use the provided referral link.

The link may be a textual or image link. Referral Partner is solely responsible for insuring that their Referral link is setup properly on their Web site. All other methods such as "blind links" or "auto-loads" will be considered theft of SpecialGifts.com bandwidth and will result in termination of your account with a cancellation of any pending commissions.

No Link or Links on your Web site shall in any way modify the look, feel and/or functionality of our Web site. 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.

SpecialGifts.com reserves all rights to its trademarks, service marks, and tag line. All contents of the website is copyrighted by specialgifts.com, Holisticonline.com, and ICBS, Inc.

We are not responsible for ensuring that your Web site contains proper Links and/or linking to the specialgifts.com Web site to ensure that accurate tracking, reporting and sales accrual can occur. You are responsible for making certain that the Links between your Web site and our Web site are formatted properly.

You shall be fully responsible for all content, links and activities conducted on your Web site. We disclaim all liabilities related to such matters.

4. Order Processing

All orders, customer service and fulfillment of such orders will be handled by and through specialgifts.com. You may not take orders, perform customer service or deliver Products on our behalf. We will process orders from any Users directed by you through your Web site, but we reserve the right to reject any orders that do not comply with any requirements that we may periodically impose. We will be solely responsible for all aspects of Product order processing and fulfillment, including order entry, payment processing, shipping, cancellations, returns and related customer service.

specialgifts.com will be responsible for tracking the number of Products sold to Users who are directed from your Web site to our Web site and will make available to you unaudited reports, summarizing your sales activity. The form, content and frequency of the reports may vary from time to time in our sole discretion.

We reserve the right to change the prices of any or all of our Products at any time in our sole discretion without notice. We cannot ensure that if an order is placed that any Product will be available to the User or that a stated price for a Product will be accurate. We do not honor misquoted prices.

All personal information regarding the User is the sole and exclusive property of specialgifts.com and ICBS, Inc.

5. Ownership.

The Links and all User data collected pursuant to this Agreement are, as between us and you, our property and we own all right, title and interest in the Licensed Trademarks and User data.

6. Fees and Commissions

SpecialGifts.com will pay the affiliate a commission for each qualified sale identified by SpecialGifts.com as made by a visitor from your Web site by using your Referral Link.

We will pay you on all net sales based on the amount of net revenue achieved in a given month. The Commission shall be equal to a percentage of the Net Sales of Products purchased by a User utilizing the links between your Web site and our Web site (the "Commission"). The current Commission fee schedule may be viewed at http://www.specialgifts.com/affiliates/commission-structure.asp

"Net Sales" shall mean the gross sale price of a Product, excluding amounts collected by us for sales taxes, duties, shipping, handling, gift wrapping, fraud, charge-backs, exchanges, credit card processing fees, taxes and similar charges.

The Referral Fees and the Commission rates are subject to change at any time in 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, 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 60 day return period. We reserve the right to change or modify our return policies at any time without notice in our sole discretion.

Subsequent sales of referred customer will be credited up to 60 days after initial referral.

Referral links that result in a sign up in SpecialGifts.com affiliate program will receive 2% of the net sale of it's referred individual's future referrals.

If a qualifying sale is canceled or refunded, the related commission will be deducted from the next affiliate payment.

You will not be eligible for a Referral Fee or Commission under the following circumstances:

• A party comes to specialgifts.com through you and does not purchase anything and then returns to specialgifts.com via another Affiliate or partner at a later date and then makes a purchase, the second Affiliate or partner will receive the credit for the ultimate purchase.
• A party comes to specialgifts.com through your Web site and returns more than 60 days later by entering our url directly, then you will not receive credit for that later purchase.
• The User has prevented cookies from being saved on his, her or its' hard drive.
• If a User to our Web site cannot be tracked by our online ordering system for any reason.
• If a User to our Web site uses a gift certificate for payment for the purchase. Since the sale of the gift certificate was booked as a sale, no additional commission can be credited for this sale.
• A party comes to specialgifts.com through your Web site but purchases using a "discount coupon" that discounts their purchase and was not expressly given by specialgifts.com for use by your Web site. You will not receive credit for this purchase.

7. Payment of Referral Fee and Commissions.

Affiliate commission shall be paid by SpecialGifts.com every 30 days, approximately 40 days after the end of the prior period. Periods begin on the first of each month and end on the last day of the month.
SpecialGifts.com reserves the right to modify the payment schedule as long as the affiliates are informed. If commission is less than 25.00 US dollars for a particular period, SpecialGifts.com will hold payment until commissions accumulate to at least 25.00 dollars.

All payments will be paid using Paypal, Google Payment, Stormpay, or by company check in US dollars.

As required by U.S. Law, U.S. Residents will be required to sign a W-9 form for the Internal Revenue Service before SpecialGifts.com can pay accumulated payments for a calendar year beyond 600 US dollars per Referral Partner.

The payment will cover the Referral Fees and Commissions earned for Products that we shipped during the applicable period, less any taxes on such Commissions that we are required by law to withhold, provided you have:

1. met the Monthly Payment Minimum,
2. not breached any terms or conditions of this Agreement,
3. met the conditions set forth in Section 12 hereof and
4. you have previously provided to us a valid paypal ID or other applicable IDs or mailing address to which the payment may be mailed.

As an independent contractor, you will be solely and entirely responsible for any and all taxes and/or other fees or obligations associated with the receipt of your payment under this Agreement.

8. Policies and Pricing.

Users who purchase Products through the Affiliate Program will be deemed to be customers of specialgifts.com. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service and sales will apply to those Users. We may change our policies and operating procedures at any time in our sole discretion without notice. Products, availability of our Products and our pricing of such Products may vary from time to time. We will make reasonable efforts to present accurate information, but we cannot guarantee the availability or the price of any particular Product.

9. Relationship.

The relationship between SpecialGifts.com and the affiliate established by this Agreement is that of independent contractors. SpecialGifts.com and the affiliate shall each conduct its respective business at its own expense, and shall have no authority to incur any obligations on behalf of the other, except as otherwise provided herein.

Nothing set forth in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. "Referral Partner" shall not be interpreted as a legal partner.

You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

10. Spyware and Other Distructive Elements (Parasites).

We disapprove of any use of spyware or parasites or similar elements. These cause interference with the operation the websites. Any affiliate suspected of a relationship, formal or informal, with any provider of spyware or parasitic software is subject to punitive actions, without notice, including but not limited to: suspension of affiliate account; termination of affiliate account; withholding of payments to affiliate; and public notification of affiliate's suspected malfeasance.

11. Unsolicited Commercial Email.

Unsolicited commercial e-mail (also known as "spam" or "UCE,") is any commercial electronic mail message sent, often in bulk, to a consumer without the consumer's prior request or consent. Very often these emails are harvested from websites and emails. We do not condone the use of UCE. Any email marketing engaged in by an Affiliate must be to an opt-in list (where the recipient has given you permission to send email). Sending spam damages the reputation of the brands mentioned in the spam. They may also result in us being blacklisted by the ISPs.

Should we determine at any time, in our sole judgement, that an Affiliate has sent UCE containing the trademarks of, information about, the Products of, or Links to our Web site, we will have the right to terminate the affiliate relationship immediately. You may also forfeit any commissions due. Such termination and forfeiture is in addition to any other rights and remedies that we may have in contract, at law or in equity. In addition, such activity may result in the referral to the appropriate law enforcement agencies for investigation and, where appropriate, prosecution.

12. Licenses.

1. Non-Exclusive, Limited License to specialgifts.com Logo and Trademarks.

You may display the specialgifts.com logo (the "Logo") on your homepage or other promotional location of your Web site. We hereby grant to you a non-exclusive, non-transferable, revocable, limited license to use our Logo, name, url and trademarks in such a manner and to otherwise display our Logo, name, url and trademarks (collectively, the "Licensed Trademarks") on your Web site. You acknowledge and agree that such license is limited and that all right, title, ownership and interest in the Licensed Trademarks shall remain with ICBS, Inc. at all times.

You shall use the Licensed Trademarks in exactly the form provided to you for your use. Your use of such Licensed Trademarks shall comply with any trademark usage policies that we may adopt from time to time. You shall not take any action inconsistent with our ownership of or goodwill associated with the Licensed Trademarks, including, without limitation, applying for registration of any of our trademarks (or any mark similar thereto) anywhere in the world. You agree that any benefits and goodwill arising from your use of the Licensed Trademarks shall inure solely to our benefit.

You agree that you shall not engage, participate or otherwise become involved in any activity or course of action that diminishes and/or tarnishes the image and/or reputation of specialgifts.com. You also agree that you shall not use the Licensed Trademarks in any manner that is disparaging or that otherwise portrays us in a negative light. We reserve all of our rights in the Licensed Trademarks and all other intellectual property rights.

You shall obtain no rights in or to the Licensed Trademarks in the event of the termination of this Agreement. We may revoke your license at any time. You shall obtain no rights in and to the Licensed Trademarks in the event of the termination or expiration of this Agreement. This license shall terminate upon the effective date of the expiration or termination of this Agreement.

2. Non-Exclusive Limited License and Use of Affiliate Logos and Trademarks.

You grant us a non-exclusive license to utilize your names, titles, logos, trademarks and urls (collectively, the "Affiliate Trademarks") to advertise, market, promote and publicize in any manner our rights hereunder; provided, however, we shall not be required to advertise, market, promote or publicize your Web site.

You hereby represent and warrant that you are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant us the license to use the same contemplated in this Agreement and that such grant does not and will not

1. breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon you or
2. infringe upon any trademark, trade name, service mark, copyright or other proprietary right of any other person or entity.

This license shall terminate upon the effective date of the expiration or termination of this Agreement.

13. Affiliate Partner Responsibilities.

You will be solely responsible for the development, technical operation and maintenance of your Web site and for all materials that appear on your Web site.

You shall be solely responsible for ensuring that materials posted on your Web site do not violate or infringe upon the rights of any third party, including copyright, trademark, privacy or other personal or proprietary rights, and ensuring that materials posted on your Web site are not libelous or otherwise illegal. You must have express written consent to use another party's copyrighted or proprietary material. We disclaim all responsibility if you use another party's copyrighted or other proprietary material in violation of the law.

Further, you will indemnify us and hold us harmless from all liability, claims, damages and expenses (including, without limitation, attorneys' fees) relating to the development, operations, maintenance and contents of your Web site.

14. General Affiliate Representations and Warranties.

You hereby represent and warrant to us that:

1. this Agreement has been duly executed and validly approved by your authorized agent
2. this Agreement has been validly executed and delivered by you
3. this agreement constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms
4. the execution, delivery and performance of this Agreement are within your legal capacity and power
5. this agreement has been duly authorized by all parties whose approval is needed for such approval and that they have authorized to act on their behalf
6. this agreement does not require the approval or consent of no other persons
7. this agreement does not violate nor constitute a default under the provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or the terms of any other agreement, document or instrument applicable to you or binding upon you.

15. Agreement Term.

The term of this Agreement shall begin upon our acceptance of your Online 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. Notice by e-mail to your address on our records is considered sufficient notice for termination of this Agreement.

If this Agreement is terminated because

1. you violated the terms of this Agreement or
2. because your Web site is deemed by us to be objectionable (as described in accordance with Section 2 hereof),

you are not eligible to receive any Referral Fees or Commission payments, even for Referral Fees or Commissions that you earned prior to the date of your termination.

If this Agreement is terminated for any other reason, then you shall be eligible to receive only those Referral Fees and Commissions generated prior to the termination of this Agreement. Referral Fees and Commissions earned through the termination of the Agreement shall remain payable only if the related Product orders are not canceled or returned. We reserve the right to withhold your final payment for a reasonable period of time to ensure that the correct amount is paid to you.

16. Modification of Agreement.

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 new agreement on our website. Notice of any change to this Agreement delivered by e-mail, to your address on our records, or the posting of a new agreement on our Web site is considered sufficient notice for notifying you of a modification to the terms and conditions of this Agreement.

Modifications may include, but are not limited to, changes in the scope of available Referral Fees, the Commission schedule, payment procedures and Affiliate Program rules. All such modifications shall take effect 48 hours after we serve notice as provided above, unless we indicate otherwise.

If a modification is unacceptable to you, your sole recourse is to terminate this Agreement. Your continued participation in the Affiliate Program following our posting of a change will constitute binding acceptance by you of such change.

17. Limitations on Liability.

We shall not be held liable for any damages or any loss of revenue or profits arising under or with respect to this agreement or program, even if we have been advised of the possibility of such damages.

We will make every reasonable effort to track and pay commissions for all sales that apply to affiliates. We are not responsible for technical problems, or other events outside our reasonable control which may negatively affect this service.

You understand that tracking can never be 100% accurate. SpecialGifts.com is not responsible for inaccuracies that might occur beyond its control.

We will have no liability of any sort arising from any interruptions or errors in our Web site. We will have no liability for any indirect, incidental, Special or consequential damages or any lost revenues, data or profits arising Under or with respect to this agreement or the affiliate program, even if we
Were advised or should have known of the possibility of such damages and Notwithstanding the failure of essential purpose of any remedy.

Further, our aggregate liability arising under or with respect to this Agreement or the Affiliate Program shall in no event exceed the total amount of Referral Fees and Commissions paid or payable by us to you under this Agreement.

18. Warranty Disclaimers.

SpecialGifts.com makes no warranties expressed or implied with regard to Referral Program except as outlined in this agreement.

We hereby disclaim, and you hereby release us, from any and all liability for downtime or other interruptions in service regarding the links and/or our web site. The and links and the licensed trademarks are provided to you "as is" without any warranty or any kind. We make no warranties or representations of any kind with regard to the affiliate program or any products, express or implied, statutory, arising by law or otherwise, including, without limitation, any implied warranties of title, non-infringement, merchantability, fitness for a particular purpose, or arising out of course of performance, course of dealing or usage of trade. We do not warrant that our web site or products will be error free, function without interruption or that any errors will be corrected. If, as a matter of law we may not disclaim any warranty, the scope and duration of such warranty shall be the minimum permissible under applicable law.

19. Indemnification.

You hereby agree to indemnify, defend and hold harmless us and our stockholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including attorneys' fees) of any nature whatsoever incurred or suffered by us (the "Damages") insofar as such Damages (or actions in respect thereof) arise out of or are based upon

1. any claim or threatened claim that our use of the Affiliate Trademarks infringes on the rights of any third party,
2. the breach of any representation or warranty or covenant made by you in this Agreement or
3. or any claim related to your Web site.

20. Independent Investigation.

You acknowledge that you have read this agreement 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 competitive 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.

21. Miscellaneous.

This Agreement shall be governed by the laws of the United States and of the State of Ohio, as applied to agreements made, entered into and performed entirely within the State of Ohio, notwithstanding your actual state of residence or principal business location. Any action relating to this Agreement must be brought in federal or state courts located in Summit County, Ohio or in Cuyahoga County, Ohio and you irrevocably consent to the jurisdiction of such courts.

You may not assign this agreement, by operation or law or otherwise, without our prior written consent. Any such purported assignment shall be null and void. Subject to such restriction, this Agreement will be binding upon, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.

If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. 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.

This Agreement constitutes the entire agreement between the parties regarding its subject matter, supersedes any other agreements or understandings between them, and may only be amended as described in article 16.

I agree to the terms: Sign me

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