Saphoros Affiliate Program Terms of Service

THIS IS A LEGAL AGREEMENT BETWEEN THE APPLICANT AND SAPHOROS SPA ESSENTIALS. BY CLICKING ON THE "APPLY" BUTTON AT THE END OF THIS TERMS OF SERVICE AGREEMENT AND COMPLETING THE AFFILIATE APPLICATION, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY BEFORE ACCEPTING ITS TERMS.

This agreement contains the complete terms and conditions between Saphoros Spa Essentials ("Saphoros") and you, the applicant ("You"), regarding your application to participate in the Saphoros Spa Essentials Affiliate Program ("Affiliate Program"). Upon our acceptance of your application and execution of this agreement by You, this will be a legally binding agreement between You and Saphoros.

1. Affiliate Program Enrollment: To apply for participation in the Affiliate Program, You must complete the Affiliate Program application and submit the application to Saphoros via our web site. At that time, You will be given access to our banner and text links, however your account will not be active until approved by Saphoros. Saphoros will evaluate your application and notify You of your acceptance or rejection. Saphoros reserves the right to accept or reject the application at our sole discretion.

Your application will be automatically rejected if we find, in our sole discretion, that your web site is not suitable for the Affiliate Program. Sites that are not suitable include, but are not limited to inclusion of content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethnically or otherwise objectionable, which by way of example only, contains:

Sexually explicit, pornographic or obscene content (text or graphics)
Text or images that are offensive, profane, hateful, threatening harmful, defamatory, libelous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise)
Graphic violence
Content related to liquor, tobacco, firearms, drugs, gambling, crime or death
Content related to unlawful activities
Violations of intellectual property rights.

If, at a later time, after the Application is accepted, your web site is found to contain any of the above, we reserve the right, at our sole discretion, to terminate the agreement.

2. Qualifying Links: After You have been notified of your acceptance into the Affiliate Program, You agree to display one or more Qualified Links from your site to our site. Saphoros will provide You with instructions and special Qualified Link formats designed for accurate tracking and reporting for all links between your site and our site. You will be solely responsible for proper utilization of the Qualified Link formats. The Qualified Links will be used to determine any fees that may be paid. Failure by You to properly display and maintain the Qualified Links as instructed may result in a loss to you of commission.

We will process orders that are placed on our site by customers who follow the Qualified Links directly from your site, and will record those orders as being associated with a referral from your site. You may view your statistics and view/change your personal details at any time via the Affiliate Administration Area. You will receive instructions on accessing and utilizing this area upon successful transmission of your application.

3. Commission Structure: On a monthly basis, we will pay a commission to you in the amount of ten percent (10%) of qualified purchases, based on completed orders that have been recorded as shipped. For a referred order to generate a fee, the order must meet the following conditions:

A customer must have followed the Qualified Links from your site to our site.
A customer must have ordered one or more products through our online ordering system within twenty-four (24) hours of clicking the Qualified Link.
That customer must have accepted delivery of and paid Saphoros in full for that order.

Sales made through Affiliates are tracked via persistent cookies. These persistent cookies are set to expire in twenty-four (24) hours after clicking a Qualified Link. Saphoros, parents, affiliates and the respective officers, directors, agents, employees and representatives cannot be held liable or responsible for potential clients who do not have their browser security set up to receive these cookies.

Orders that are placed after a customer enters our site through a link other than the Qualified Links or by a means not through a link are not eligible for the affiliate commission fee. Any subsequent order placed other than through a Qualified Link as a referred order are not eligible for the affiliate commission fee.

All customers who purchase product from Saphoros under the Affiliate Program shall be deemed customers of Saphoros Spa Essentials. Accordingly, those customers and their transactions with Us shall be governed by all the policies, terms and conditions that customers of Saphoros Spa Essentials are subject to.

4. Affiliate Commission Fee Payment: On or about the first (1st) day of each month, we will send You an electronic payment via Paypal for fees earned on the referral orders shipping during the previous calendar month. If the fees payable to You for any month are less than $25.00, we will hold payment until the next month in which the accumulated $25.00 minimum is met.

You must have a valid Paypal account at time of application for participation in Saphoros Affiliate Program. If You do not have a registered and valid Paypal account, you may acquire one free of charge at www.Paypal.com. Saphoros is in no way responsible for Paypal policies or terms of service.

5. Limited License: During the term of this agreement, we grant to You a nonexclusive, revocable, non-transferable, non-sublicenseable right and license to use Qualified Links for the sole purpose of displaying the Qualified Links on your website with the URL specified in your application in order to connect your site to our site. You acknowledge the Qualified Links will only be used in the exact format supplied by Saphoros, and Saphoros will have the right to alter, modify, or discontinue use of any Qualified Link at any time in our sole discretion.

You acknowledge that, except for the license expressly granted in this agreement, You have not acquired and will not acquire any right, interest or title to Saphoros or any of its subsidiaries. You further acknowledge that all proprietary rights in the Qualified Links, Saphoros web site, and any subsidiary are solely owned by and belong to Saphoros, and that Saphoros holds all rights to distribution and sale of all merchandise and that all transactions for such merchandise must be handled by Saphoros.com and transacted at the Saphoros.com web site. You agree to only promote such products as Saphoros makes available to you through the Qualified Links.

6. Indemnification: You agree that You will be solely responsible for, and that You will defend, indemnify and hold Saphoros, parents, affiliates and the respective officers, directors, agents, employees and representatives harmless from and against, any and all claims, suits, damages, losses, liabilities, obligations, penalties and expenses, including legal fees and expenses, relating to or based on the development, operation and maintenance of your site, including all materials that appear on your site; the technical operation of your site and all related equipment; creating and posting product reviews, descriptions and references on your site and linking those descriptions to our site; the accuracy and propriety of materials posted on your site; the sale or offering for sale, use or consumption of any products on your site; and ensuring that materials posted on your site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal.

7. Term: The "Term" of this agreement will begin upon our acceptance of your program application and will end on the date this agreement is terminated by either party. Either You or we may terminate this agreement at any time, with or without cause, for any reason whatsoever, by giving the other party two days' 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 Qualified Links and any other names, marks, symbols, copyrights, logos, fanciful or other characters, designs, representations, figures, drawings, photographs, ideas or other proprietary designations or properties owned, developed, licensed or created by Saphoros and/or provided by or on behalf of Saphoros to You pursuant to this agreement or in connection with the Program. You will not receive any fees on product sales occurring following the end of the Term, and fees earned through the end of the Term 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.

8. Modification: We may modify any of the terms and conditions contained in this Affiliate Referral Agreement, at any time and at our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the fee schedule, 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 OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

9. Limitation of Liability: WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (OR LOSS OF REVENUE, PROFITS OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE REFERRAL 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 Affiliate Referral Program will not exceed the total Affiliate Referral Fees paid or payable to You under this agreement.

10. Disclaimers: 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 our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

11. Independent Investigation: YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, HAVE HAD AN OPPORTUNITY TO CONSULT WITH YOUR OWN LEGAL ADVISORS IF YOU SO DESIRED, AND AGREE TO ALL THE TERMS AND CONDITIONS SET FORTH HEREIN. YOU AGREE THAT, IN INTERPRETING THIS AGREEMENT, NO WEIGHT SHALL BE PLACED UPON THE FACT THAT THIS AGREEMENT HAS BEEN DRAFTED BY US, AND YOU SHALL NOT ASSERT THAT THIS AGREEMENT IS UNENFORCEABLE OR INVALID ON THE GROUNDS THAT IT IS A CONTRACT OF ADHESION, THAT IT IS UNCONSCIONABLE OR ANY SIMILAR THEORY. 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.

12. Entire Agreement: The provisions contained in this agreement constitute the entire agreement between the parties with respect to the subject matter of this agreement, and no statement or inducement with respect to such subject matter by any party which is not contained in this agreement shall be valid or binding between the parties.

13. Assignment: You may not assign or transfer this agreement or any interest herein, nor shall the same be assignable by operation of law, without our prior written consent. For this purpose, "assignment" shall include any sale of a majority of the voting power of your capital stock or any merger, consolidation or other comparable transaction following which you are not the surviving corporation.

14. Governing Law. This agreement shall be governed by, and construed in accordance with, the laws of the State of Texas. Any legal proceeding of any nature brought by either party against the other to enforce any right or obligation under this agreement, or arising out of any matter pertaining to this agreement, shall be submitted for trial, without jury, before the federal or state courts located in the State of Texas. The parties consent and submit to the jurisdiction of any such court and agree to accept service of process inside or outside the State of Texas in any matter to be submitted to any such court pursuant hereto.

15. Miscellaneous. No release, discharge or waiver of any provision of this agreement will be enforceable against or binding upon either party unless in writing and executed by the party granting such release, discharge or waiver. Neither the failure to insist upon strict performance of any of the agreements, terms, covenants or conditions hereof, nor the acceptance of monies due hereunder with knowledge of a breach of this agreement, shall be deemed a waiver of any rights or remedies that either party may have or a waiver of any subsequent breach or default in any of such agreements, terms, covenants and conditions.

If any term or provision of this agreement shall be found to be void or contrary to law, such term or provision shall, but only to the extent necessary to bring this agreement within the requirements of law, be deemed to be severable from the other terms and provisions hereof, and the remainder of this agreement shall be given effect as if the parties had not included the severed term herein.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND SAPHOROS SPA ESSENTIALS. BY CLICKING ON THE "APPLY" BUTTON AT THE END OF THIS TERMS OF SERVICE AGREEMENT AND COMPLETING THE AFFILIATE APPLICATION, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY BEFORE ACCEPTING ITS TERMS.