Affiliate Terms and Conditions

THIS AGREEMENT is between Desirable Dream (hereinafter referred to as the ‘Merchant’), and a Website Owner (hereinafter referred to as the ‘Affiliate’).

WHEREAS, the Merchant and the Affiliate desire to enter into an Agreement on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the promises and the mutual Agreements hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree as follows:

I. The Program

This Agreement contains the complete terms and conditions that apply to the Desirable Dream Affiliate Program (hereinafter referred to as the ‘Program’). The Merchant offers the Affiliate the opportunity to promote Desirable Dream Online (hereinafter referred to as the ‘Product’), sold from the Merchant’s Website in return for a commission on transacting customer. Specifically, an approved Affiliate gets a unique Affiliate URL from The Merchant. When a Website visitor clicks on one of the Merchant’s banners or text links on the Affiliate's Website, he/she is redirected to the Merchant’s Website, and the Affiliate Program software notes the Affiliate's ID code as the referrer. If the visitor becomes a member and/or transacting customer, an embedded code on the receipt page informs the Affiliate Program software that a transaction has just taken place, and credits the Affiliate the appropriate commission fee.

II. Program Enrollment

The enrollment process begins with the Affiliate accepting the Affiliate Program Agreement via the Merchant’s Website. The Merchant promises to evaluate the Affiliate’s Website in good faith and will notify the Affiliate of its acceptance or rejection. The Merchant may reject the Affiliate if the Merchant determines, in its sole discretion, that the Affiliate’s Website is unsuitable for any, but not limited to, the following reasons:

(i) the Affiliate violates any local, state/provincial, or federal law, regulation, rule or treaty;

(ii) the Affiliate is involved in tortuous conduct such as posting defamatory, libelous, scandalous, or private information about a person or company without their consent, intentionally inflicting emotional distress;

(iii) the Affiliate violates trademark, copyright, or other intellectual property rights;

(iv) the Affiliate promotes discrimination based on race, sex, age, nationality, religion, disability, or sexual orientation;

(v) and/or the Affiliate promotes violence.

Upon acceptance, the Merchant reserves the right to terminate this Agreement at any time the Merchant determines, in its sole discretion, that the Affiliate is unsuitable for the Program.

III. Independent Investigation

The Merchant acknowledges that the Affiliate has read this Agreement and agrees to all its terms and conditions. The Affiliate understands that the Merchant may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate Websites that are similar to or compete with the Affiliate’s Website. The Affiliate has independently evaluated the desirability of participating in the Program and are not relying on any representation, guarantee, or statements other than as set forth in this Agreement.

IV. The Merchant’s Responsibilities

The Merchant agrees to be responsible for providing all information, including Link Materials, to allow the Affiliate to make appropriate links to the Merchant’s Website. The Merchant also agrees to be responsible for pricing, customer orders, order processing, product/service returns, and all related customer service. The Merchant may change its operating procedures and policies at any time, in its sole discretion, by posting a Notice of Change.

V. The Affiliate’s Responsibilities

The Affiliate agrees to be responsible for the development, operation, and maintenance of their Website and for all materials that appear on their Website. The Affiliate will be responsible for:

(i) the technical operation of their Website and all related equipment;

(ii) the accuracy and appropriateness of all materials posted on their Website;

(iii) ensuring that all materials posted on their Website do not violate or infringe upon the rights of any third party;

(iv) and ensuring that materials posted on their Website are not libelous or otherwise illegal. The Merchant disclaims all liability for these matters and the Affiliate agrees to indemnify and hold harmless the Merchant from all claims, damages, and expenses relating to the development, operation, maintenance, and content of the Affiliate’s Website.

VI. Assignment

This Agreement and the rights and obligations, in its entirety hereunder, may not be assigned or sold by the Affiliate without the prior written consent of the Merchant.

VII. Relationship Of The Parties

The Merchant and the Affiliate are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. The Affiliate will have no authority to make or accept any offers or representations on the Merchant’s behalf. The Affiliate will not make any statement, whether on the Affiliate’s Website or otherwise, that would reasonably contradict anything in this section.

VIII. Non-Disclosure

Except as otherwise provided in this Agreement, the Affiliate agrees that all information, including the terms of this Agreement, business and financial information, customer and vendor lists, databases, pricing and sales information concerning the Merchant, and their respective Affiliates or contacts, shall remain strictly confidential and secret, except for any such information that is generally known or available to the public.

IX. Limited License

The Merchant grants the Affiliate the non-exclusive, non-transferable, revocable right to use only the Merchant’s marketing materials for the purpose of identifying the Affiliate as a Program participant and to assist in generating products/service sales through the Program. The Merchant reserves all trademark, copyright, and intellectual property rights of its logos, trade names, images, ad copy, text, and similar identifying material. Under no circumstances may the Affiliate modify, change, or alter these materials without the Merchant’s expressed written permission.

X. Term

The term of this Agreement will begin upon the Merchant’s acceptance of the Affiliate and will end when terminated by either party. Either the Affiliate or the Merchant may terminate this Agreement, at any time, and for any reason by giving the other party written Notice of Termination. Upon termination, the Affiliate agrees to immediately cease using, and remove from their Website, all link materials, trademarks, logos, and all other materials that the Merchant may have provided the Affiliate to use in connection with the Program.

XI. Modification

The Merchant may modify any of the terms and conditions in this Agreement at any time in their sole discretion, by posting a Notice of Change. Modifications may include, for example, changes in the scope of available referral commission, payment procedures, and Program rules. The Affiliate may terminate this Agreement at any time if they do not agree to these modifications. The Affiliate’s continued participation in the Program following a Notice of Change will constitute binding acceptance of the change.

XII. Referral Commissions

Pay-Per-Sale - US$2.00 payout on the fees that we collect. US$1.00 on each level for 3 levels equals a total payout of US$4.00

Compensation Level Commission 1 US$2.00 2 US$1.00 3 US$1.00 Total : US$4.00

XIII. Payment Terms

A. Payment Frequency – The Merchant agrees to pay the Affiliate within fifteen (15) days after the end of each calendar month for all referral commissions earned during the prior month, less any amount the Merchant determines in its sole discretion, was not validly earned from improper use of the Program.

B. Minimum Payments – There are no minimums levels for payment to affiliates from the merchant.

C. Refunds And Chargebacks – The Merchant reserves the right to deduct refunds and chargebacks of sales that were credited to both first and second tier Affiliates issued by the credit card holder from the next monthly payment. If there is no next monthly payment, the Affiliate agrees to be billed and bound by law to reimburse the Merchant in full from any such commission.

XIV. Tracking And Cookies

A. Tracking - The Merchant will endeavor to do its best to ensure accurate tracking of referrals made by the Affiliate. The Affiliate will be solely responsible for ensuring proper use of their Affiliate URL, a necessary prerequisite to accurate tracking and reporting of referral sales. Notwithstanding the above statement of responsibility by the Merchant to track sales, the Affiliate hereby acknowledges and accepts that the tracking system employed by the Merchant is not 100% fail-safe, and that there may be, on occasion, instances of referral sales made that are not credited to the Affiliate for any of the possible reasons:

(i) failure by the Affiliate to use proper format of the assigned Affiliate URL in promotions, Website links, banner ads, and so on;

(ii) deliberate or accidental actions by customers to circumvent the Affiliate’s URL so that the software is unable to accurately track that sale;

(iii) bugs, glitches, or crashes of the tracking software that render it unable to accurately track sales for a period of time;

(iv) acts of nature that cause irretrievable data loss on the computers and back-up disk media that store the commission information. As such, the Affiliate will not hold the Merchant liable to compensate for any claimed commissions that were not tracked and recorded by the tracking software.

B. Cookies – The Merchant agrees to pay commissions on products/services after the customer has re-entered the Merchant’s Website through the use of a cookie placed on the end-user computer. If, through no fault of the Merchant, the cookie is removed or not allowed by the end user, that customer’s purchase my be tracked only if the customer enters the Merchant’s Website directly through the Affiliate’s URL. The cookies may expire at the end of 365 days or a time determined solely by the Merchant.

XV. Disclaimers

Neither the Merchant, its subsidiaries, nor any of the parties who have been involved in creating, producing, or delivering the Program or any of the products/services sold through the Program offers any warranty, and hereby disclaim any and all warranties, express or implied, including without limitation any implied warranty of merchantability, or fitness for any purpose.

XVI. Limitation of Liability

The Merchant shall not be liable for any losses or damages resulting from:

(i) the delivery, installation, maintenance, operation, or use of the Program;

(ii) any act or omission of the Merchant, or its agents, or any other entity furnishing equipment, products, or services to the Affiliate; and

(iii) any personal or property damages due to the loss of stored, transmitted or recorded data resulting from the Program, even if the Merchant has been advised of the possibility of such damages.

In no event shall the Merchant be liable for any indirect, incidental, exemplary, punitive or other consequential damages whether or not foreseeable, including, but not limited to, damages for the loss of data, goodwill or profits, arising out of or in relation to this Agreement even if advised beforehand of the possibility of such liability. No action or proceeding against the Merchant may be commenced more than two (2) years after the event giving rise to such claim.

XVII. Indemnification.

Subject to applicable law, the Affiliate hereby agrees to indemnify, hold harmless, and defend the Merchant, its agents, officers, directors, shareholders, employees, advisors, and independent contractors, or anyone else who has been involved in the creation, production, or delivery of the Program or any of the products/services sold through the Program that are the subject of this Agreement from any and all claims and/or legal action without limitation, resulting from his/her use, or inability to use the Program which damages the Affiliate or another party. This indemnification shall survive the termination of this Agreement.

XVIII. General

This Agreement represents the complete Agreement and understanding of the parties, and supersedes all other Agreements, representations, or understanding, and shall prevail if any conflict arises between the Merchant and the Affiliate. This Agreement is for the benefit of, and binding upon the parties hereto, and their respective successors and permitted assigns. Neither party is responsible for a failure to fulfill its obligations under this Agreement for delay in doing so if such failure or delay is due to circumstances  

beyond its control, such as, but not limited to, acts of God, acts of government, war, riots, strikes, and accidents in transportation. Should any provision of this Agreement be held to be invalid by a court of competent jurisdiction, all other provisions will remain in effect and are enforceable by the parties.

XIX. Governing Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware and the Federal laws of the United States applicable therein, without reference to its principles of conflicts of laws, and the non-exclusive jurisdiction of the courts of Delaware. Any action relating to this Agreement must be brought in the federal or state courts located in Wilmington, Delaware and the Affiliate irrevocably consents to the jurisdiction of those courts and waive any claim that those courts constitute an inappropriate venue or inconvenient forum.

XX. Miscellaneous

The headings are included for ease of reference only and do not form part of this Agreement. All Notices under this Agreement shall be in writing and may be sent by electronic device. The Affiliate agrees to notify the Merchant if the Affiliate moves or otherwise changes their mailing address or eMail address, and to list a truthful name, postal address, and eMail address.

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