Tansmith

This Affiliate Marketing Program Agreement ("Agreement") contains all of the terms and conditions applicable to your participation as an Affiliate Marketing Partner ("you," "your(s)," "yourself" or "Affiliate") in the Affiliate Marketing Program ("Program") of Tansmith LLC., a subsidiary of The tansmith Company ("us," "we," or "tansmith"), and the establishment of links from your website(s) to our website located at www.tansmith.com.

Enrollment and Content Restrictions

To begin, you will need to review these terms and indicate your acceptance of these terms by checking the box on the Affiliate Application form that you will submit to us. After you submit a complete Affiliate Application via our site, we will review your application and notify you of your acceptance or rejection in a timely manner. Your application may be rejected for any reason including, but not limited to, your site being unsuitable for the Program because it includes harmful, threatening, defamatory, obscene, sexually explicit, harassing, or racially, ethically, or otherwise unacceptable material, such as:
If your application is accepted, we reserve the right to immediately terminate this Agreement at any time if your site is deemed unsuitable by us.
Links and Content We Will Provide

As an affiliate site, we will make available to you (i) a variety of graphic and textual links which may be a listing or display of products and/or promotions (a "Link" or "Links") which, subject to the terms and conditions hereof, you may display on relevant areas of your site, and (ii) via a Link, access to "tansmith.com Content," which shall mean content of tansmith.com that is proprietary and contained on the tansmith.com site, or content contained on the tansmith.com site which tansmith.com has the right to sublicense to you as provided herein. tansmith.com Content shall not be deemed to include any content created or transmitted by users of the tansmith.com site. The Links are available through tansmith.. The Links will serve to identify your site as a member of our Program and will establish a link from your site to ours. If we accept your application, then we will provide to you necessary passwords to access the Links. You will not obscure, reproduce or remove any proprietary rights legends included in any content within the Links or tansmith.com Content.
Our Obligations

We will be solely responsible for processing orders placed on our site by a customer following a Link from your site, tracking the volume and amount of sales generated by your site, and providing information to you regarding sales statistics. We will be responsible for order entry, payment processing, shipping, cancellations, returns, and customer service related to our site. Tansmith may accept or reject any orders in its sole discretion.
Earning Commissions

Sales of tansmith.com products will qualify for a commission when all of the following conditions are met: 1) products are sold by us, 2) products are purchased by users linking to our site from your site through a Link, 3) products are shipped by us, and 4) tansmith.com has received full payment. Commission will be based on the aggregate amount actually paid to us for qualifying purchases, excluding amounts for sales tax, duties, gift wrapping, shipping and handling, credit card fraud and bad debt, and allocation of 5% returned (using a mutually agreed estimated average return rate of 5% per month) ("net sales"). All available items on our site will be included in the computation of net sales. The commission rate will be equal to 15% of net sales for qualifying purchases. The commissions paid under this Agreement are for use by you only and may not be transferred or in any manner passed on to any third party.
Payment of Commissions and Reports

When the total commissions due to you (based on qualifications listed in section 4) exceed $100, we will send a commission check for the applicable amount, less any taxes required, and a statement of activity to you. Commission checks and statements of activity will be sent approximately 30 days after the end of every fiscal month, provided in that month commissions owed to you exceeded $100. If the balance of your account is less than $100, we will roll over the balance to the next month. You should be soon able to check your sales statistics on tansmith.com. This site is password protected, and you will be given a password. All information available at tansmith., including sales statistics, is our confidential information and is protected under paragraph 13 herein.
Policies and Pricing

Customers purchasing tansmith.com products through the Program will be deemed our customers. All rules, policies, terms, and conditions and operating procedures concerning customer orders, customer service, and tansmith.com product sales will apply to those customers. tansmith shall have no obligation to share any customer information collected by tansmith, including but not limited to the name, address, email address of the customer, or any products ordered. We may change our policies and operating procedures, including pricing, at any time. We solely will determine the prices to be charged for tansmith.com products sold under the Program in accordance with our own pricing policies. You may not include price information on your site unless pricing information is made available on Links we provide in tansmith.. Prices and availability of tansmith.com products may vary from time to time. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.
Licenses

(a) You are granted a non-exclusive, non-transferable, revocable right to (1) access our site through the Links solely in accordance with the terms of this Agreement, (2) you can display our trademarks and logos but with our prior consent or approval in writing which may be substituted by Tansmith with new Images and tansmith.com Content from time to time throughout the Term of this Agreement. You may not alter, modify, or change the Trademarks or Images or messages in any way. In addition, you may not create, publish, distribute, or permit any material that makes reference to us or uses our name or any of our Trademarks without first submitting such material to us and receiving our written consent.

(b) You agree that your site will not in any way copy or resemble the look and feel of tansmith.com, nor will you create the impression that your site is the tansmith.com site or affiliated with tansmith. You agree that your site will not contain any content of tansmith.com or any materials which are proprietary to tansmith.com, except as expressly provided for herein. You further agree that (i) your site domain name(s) does (do) not and will not contain the words "tansmith", "tansmith.com," and/or any variation thereof (collectively, "tansmith.com Marks" and (ii) that you will not purchase or otherwise contract with a third party to exploit any of the tansmith.com Marks for the purpose of causing your site to appear as a search result or for any other reason.

(c) You agree that you will not in any way dispute, or do anything to impair the validity of our rights in our Trademarks and tansmith.com Marks, or our ownership and right to use and control the use of our Trademarks and tansmith.com Marks. Your rights are strictly limited by the terms of this Agreement. We may revoke the license herein at any time for any reason. In any event, the license herein shall terminate or expire upon the effective date of the termination or expiration of this Agreement.

(d) You grant us a non-exclusive license to utilize your names, titles, and logos ("Affiliate Marks") to advertise, market, promote, and/or publicize in any manner, provided however that we shall not be required to do so. This license shall terminate upon the effective date of the expiration or termination of this Agreement.
Obligations Regarding You and Your Site

(a) You will display Links prominently in relevant areas of your site subject to restrictions in this Agreement and with our consent. You will cooperate fully with us in order to establish and maintain such Links, and be responsible for ensuring that the Links between our site and yours are properly formatted. We may monitor your site from time to time to ensure your compliance with this Agreement. You will not encourage others to buy tansmith.com products through your Links for resale and will report to tansmith any information that suggests same is being done. You agree that the Links will in no way affect or alter the look, feel, or functionality of our site, and specifically agree not to perform framing on our site in any manner, including without limitation causing your site's tool bar to appear on our site. You shall not alter, modify, or expand the Links in any way without our prior written consent.

(b) You will be solely responsible for every aspect of your site, including all materials that appear on your site. Your responsibilities include, but are not limited to, ensuring that materials included on your site do not violate or infringe upon the rights of any third party, are not libelous or otherwise illegal, and do not contain or promote the material or subject matter listed in paragraph 1. We disclaim all liability for all such matters.
Term of the Agreement

(a) The term of this Agreement will begin if, and when, we accept your affiliate application and will end immediately when terminated by either party. Either party may terminate this agreement immediately at any time, with or without cause, by giving the other party written notice of termination. Only sales arising through the Links during the term are eligible for commissions, and commissions earned through the date of termination will remain payable only if the related tansmith.com product orders are not cancelled or returned. Final payment may be withheld for a reasonable time to ensure the accuracy of the commission payable.

(b) Upon the effective date of termination or expiration of this Agreement, (i) you shall remove all Links from your site immediately, (ii) each party shall return to the other party any Confidential Information of the other party, and shall immediately cease to use any of the other party's trademarks and content, and (iii) the rights and obligations of each party hereunder shall terminate; provided, however, that all terms of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, shall survive and remain in effect, and apply to respective successors and assigns.
Modification

We reserve the right to modify any terms and conditions contained in this Agreement at any time. You will be notified by email or a change notice will be posted on our site. Modifications may include, but are not limited to, changes of the scope of available commissions, commission schedules, payment procedures, and Program rules. If any modification is unacceptable to you, your only recourse and sole remedy is to terminate this Agreement. Your continued participation in the Program following notification by email or our posting of a change notice or new agreement on our site will constitute your binding acceptance of the change.
Relationship of Parties

The parties to this Agreement 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 or take any action contrary to this paragraph.
Representations and Warranties

You hereby represent and warrant to us as follows:

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;

(a) Your execution and performance of this Agreement does not and will not conflict with or violate any law, your charter documents or any other agreement or instrument;

(b) You are the sole and exclusive owner of the Affiliate Marks and have the right and power to grant us the license to use your trademarks as provided herein, and such grant does not infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity;

(c) No approval or authorization of any third party is required in connection with your execution and performance of this Agreement; and

(d) You represent that there is no pending or threatened claim, action, or proceeding against you, or any affiliate of yours with respect to this Agreement, or the Affiliate Marks.
Confidentiality

Each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, product designs, customer and vendor lists; and pricing and sales information, concerning us or you ("Confidential Information") shall remain strictly confidential and secret, and shall not be disclosed or utilized except as provided for herein. Such restrictions shall not apply to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates. Notwithstanding the foregoing, each party may deliver a copy of any such information (1) pursuant to an order issued by any court or administrative agency, (2) to its accountants, attorney, or other agents on a confidential basis, and (3) otherwise as required by law or judicial process.
Limitation of Liability; Disclaimers

(a) IN NO EVENT SHALL WE BE LIABLE TO YOU FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF REVENUE OR LOST PROFITS, ARISING FROM ANY PROVISION OF THIS AGREEMENT OR PERFORMANCE HEREUNDER, EVEN IF WE HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, OUR MAXIMUM LIABILITY HEREUNDER WILL NOT EXCEED THE AGGREGATE AMOUNT OF COMMISSIONS PAID OR PAYABLE TO YOU.

(b) We make no express or implied warranties or representations with respect to the Program or any tansmith.com products sold (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.
Indemnification

You shall defend, indemnify, and hold harmless tansmith from and against any and all suits, proceedings, assertions damages, costs, liabilities, and expenses (including court costs and reasonable attorneys' fees) incurred as a result of claims of customers or other third parties against tansmith and its affiliates, licensors, suppliers, officers, directors, employees and agents arising from or connected with (i) your content or your site (including without limitation any activities or aspects thereof or commerce conducted thereon), (ii) our use of the Affiliate Marks which infringe any trademark, trade name, copyright, license or other proprietary right of any third party, or (iii) any breach of your representations, warranties or agreements herein.
Miscellaneous

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without giving effect to the conflict of law principles thereof. The parties irrevocably consent to the venue and jurisdiction of the state and Federal courts located in Colorado.

(b) This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements, written and oral, with respect thereto. Affiliate has independently evaluated the Program and decided to participate based solely on the terms contained in this Agreement.

(c) Neither party shall have the right to assign its rights or obligations hereunder to any other person or entity except that tansmith may assign its rights and obligations hereunder to a subsidiary or affiliate. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their successors and permitted assigns.

(d) In the event any provision hereof is found invalid or unenforceable pursuant to judicial decree, the remainder of this Agreement shall remain valid and enforceable according to its terms.

(e) Neither party shall be liable to fulfill its obligations hereunder, or for delays in performance, due to causes beyond its reasonable control, including, but not limited to, acts of God, acts or omissions of civil or military authority, fires, strikes, floods, epidemics, riots or acts of war.

(f) Required or permitted notices hereunder shall be given in writing sent to a party through email. If to tansmith, send to affiliates@tansmith.com.