Enrollment in the Program
To begin the enrollment process, you will submit a complete Program application via our site. We will evaluate your application in good faith and will notify you of your 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 those that:
promote sexually explicit
promote violence
promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
promote illegal activities
include "Tajonline," any other trademark of Tajonline.com™ 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 "Tajonline.mydomain.com", "Tajonline.com" or "Tajonlineauctions.net" would not be acceptable
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.
Links on Your Site
Once you have been notified that your site has been accepted into the Program, you may provide on your site one or more of the following types of links to our site: Product Links: You may select one or more Products to list on your site. A "Product" is any product listed on our site that is fulfilled by us, or any product sold by a third party seller on our site . For each selected Product, you will display on your site a short description, review, or other reference. You will be responsible for the content, style, and placement of these references. You will provide a Special Link (as defined below) from each Product reference on your site to the corresponding Tajonline.com™ online catalog entry. Each such link will connect directly to a single item in our online catalog. You may add or delete Products (and related links) from your site at any time without our approval. Books (but not other types of Products) that are individually listed and linked as described above are referred to as "Individually Linked Books." You may not use Special Links to link to our site from references to products on your site that are not "Products" as defined above. Search Box Link: You may provide an Tajonline.com™ search box on your site that will permit your site visitors to link directly to a page on our site that contains the results of their search queries. We will provide you with technical specifications describing how to include an Tajonline.com™ search box on your site. General Link to Tajonline.com™ Home Page: You may provide a general link on your site to our home page at http://www.Tajonline.com.
Search Results Link: You may provide a link on your site that will link to a particular search result on our site, the parameters of which will be determined by you based on search generating alternatives we make available to you.
Any Page Link: You may provide a link on your site that will link to any particular page on our site, provided that you properly use the special link formats provided on our site as part of the Program to create such link.
We will provide you with guidelines and graphical artwork to use in linking to our home page. 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 our site (and for purposes of this Agreement, the browser window described above that opens upon a user's clicking on an Tajonline.com™ Quick-Click link is deemed a part of our site, and any Tajonline.com™ Quick-Click link is deemed a link between your site and our site). You must ensure that each of the links between your site and our site properly utilizes such special link formats. Links to our 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 our 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 Associates Program and placing any of the above links within your site, Tajonline.com™ may receive information from or about visitors to your site or communications between your site and those visitors. Your participation in the Tajonline.com™ program constitutes your specific and unconditional consent to and authorization for Tajonline.com's access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in Tajonline.com's Privacy Notice.
In addition, you acknowledge that we may 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 and our corporate affiliates may take such actions and that you will not seek to block or otherwise interfere with monitoring (and that we and our corporate affiliates may use technical means to overcome any methods used on your site to block or interfere with monitoring).
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 Tajonline.com™ site; (b) use any data, images, text, or other information obtained by you from us or our site in connection with this Agreement ("Content") only in a lawful manner and only in accordance with the terms of this Agreement; (c) not use any Content relating to any Excluded Merchant or any product sold by any Excluded Merchant; (d) not modify or alter any Content that consists of a graphic image, other than to resize it; (e) not edit any Content that consists of text, other than to shorten its length; (f) not sell, redistribute, sublicense or transfer any Content; (g) not use any Content in a manner intended to send sales to any site other than the Tajonline.com™ site; and (h) promptly delete any Content that is no longer displayed on the Tajonline.com™ site or that we notify you is no longer available for your use.
Order Processing
We will process Product orders placed by customers who follow Special Links from your site to our site. We reserve the right to reject orders that do not comply with any requirements that we may establish periodically. We will be responsible for all aspects of order processing and fulfillment. Among other things, we 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 our 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.
Referral Fees
We will pay you 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 our site, and add the Product to his or her shopping cart and purchase the Product via our associate tracking feature during a session. The session ends upon one of the following events: (a) closing of browser (b) Re entry of the customer from any third party special link.
We will not, however, pay referral fees on any Products that are added to a customer's Shopping Cart or are purchased via our associate link feature after the customer has reentered our site (other than through a Special Link), as determined by us, even if the customer previously followed a link from your site to our site. In addition, gift certificates are not eligible to earn referral fees. 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 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."
In addition, you may not: (a) 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 our site (e.g., by implementing any "rewards" program for persons or entities who use Special Links on your site to
access our site); (b) 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; (c) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of our site; (d) make any orders or subscription requests, or engage in other transactions of any kind on our site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so; (e) 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; (f) post or serve any advertisements or promotional content around or in conjunction with the display of our site (e.g., through any "framing" technique or technology or pop-up windows), or assist, authorize, or
encourage any third party to take any such action; (g) 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 our site (as determined by us) for the purpose of exceeding any referral fee threshold); (h) attempt 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 (i) seek to purchase or register any keywords, search terms or other identifiers that include the word "Tajonline" or variations thereof or any of the phrases "Taj Gifts", "Taj Telecom", "Taj Cash" or "Imaginarium" or variations thereof 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, 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.
Referral Fee Payment
We will pay you referral fees on a quarterly basis., we will either (a) send you a check for the referral fees earned, (b) send you a gift certificate good for purchase of Products through our site, subject to our standard terms or conditions, or (c) directly deposit the referral fees earned into your bank account (if you want us to use this method of payment, please note that you will have to provide us with the name of your bank, the bank account type, bank account number, the account number and the primary account holder name as it appears on the bank account). If you select payment via Tajonline.com™ gift certificate or direct deposit, we will accrue and withhold referral fees until the total amount due is at least INR 500.00. If you select payment via check, we will accrue and withhold referral fees until the total amount due is at least INR 2500.00. Please note that commencing December 1, 2003, if your billing address is India address and you select payment via check, we will deduct a processing fee in the amount of INR 45.00 from the referral fees payable to you for each check we send after April 1, 2003 (this charge does not apply to those with non-US billing addresses because Direct Deposit is not available to them). No processing fee will be deducted if you select payment via Tajonline.com™ gift certificate or direct deposit.
Policies and Pricing
Customers who buy products or submit Card applications through this Program will be deemed to be customers of Tajonline.com™. Accordingly, all Tajonline.com™ 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 time. Because price changes may affect Products that you have listed on your site, prices may only be shown when we serve those prices through our "Tajonline Recommends" Service or our "Tajonline.com Web Services". In addition, if you choose to display prices for any Product on your site in any "comparison" format (including through the use of any price-comparison tool or engine) together with prices for the same or similar products offered through any web site or other outlet other than our site, you must display both the lowest "new" price and, if we provide it to you, the lowest "used" price at which the Product is available on our site. You may not otherwise include price information in your Product descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.
Identifying Yourself as an Associate
You may not issue any press release with respect to this Agreement or your participation in the Program; 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 Tajonline.com" 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 Tajonline.com™ supports, sponsors, endorses, or contributes money to any charity or other cause).
Limited License
We grant you a nonexclusive, revocable right to use the graphic image and text described in Section 7 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.
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
creating and posting Product descriptions on your site and linking those descriptions to our catalog
the accuracy and appropriateness of materials posted on your site (including, among other things, all Product-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.
ensuring that materials posted on your site are not libelous or otherwise illegal
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.
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 our site, and all Tajonline.com™ 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 our 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.
Modification
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 our 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 OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
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.
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.
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.
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.
Arbitration
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 mumbai, 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 any court in Mumbai (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction.
Miscellaneous
This Agreement will be governed by the laws of the India and the state of Maharashtra, 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.
