This Agreement contains the terms and conditions that apply to an individual's or entity's participation in the Sideshow Collectibles Affiliate Program.
In order to process your enrollment, you must completely fill out and submit the "Sideshow Collectibles Affiliate Application" found on our website http://www.sideshowcollectibles.com/affiliates/. Additionally, you must verify your email address through a link sent in our automated response email. After your email address has been verified, we will evaluate your affiliate application and notify you of your acceptance or rejection. Submission of the online application form constitutes your acceptance of this Operating Agreement.
To be eligible for approval, a web site must meet the following criteria:
You acknowledge that we will send you, as a participant in the program, email updates about our program and products. By participating in the program, you consent to our sending you these email updates. You must provide us an active email address in order to be accepted into the program.
Sideshow Collectibles expressly reserves the right to reject any application, regardless
of whether the applicant meets the guidelines for eligibility. Sideshow may not
be accepting applications from sites representing specific genres at any giving
time, due to market saturation or other reasons.
We will not accept an application if we determine (in our sole discretion) that your site is unsuitable for our Program. Unsuitable sites include those that:
If we do not accept your application, you may re-apply to the Affiliate Program at a later date. If Sideshow accepts your application, and we subsequently determine (in our sole discretion) that your site is unsuitable for the Program, we may terminate your participation in the Affiliate Program without prior notice to you.
Participation in this Affiliate Program is limited to parties that lawfully can enter into the program and make contracts under applicable law. For example, minors are not allowed to participate.
When we notify you that your site has been accepted into the Sideshow Collectibles Affiliate Program, we also grant you, solely for purposes of facilitating referrals from your site to SideshowCollectibles.com, a revocable, non-exclusive, worldwide, royalty-free license for the duration of your participation in the Affiliate Agreement. We also provide for your site one or more of the following types of links to SideshowCollectibles.com:
In addition, affiliates must refer users to our site within a 90 day period. Any affiliate who does not show linking or commission activity on their account for a 90 day period may be cancelled from the program at Sideshow's sole discretion. It is the affiliates responsibility to inform the affiliate program manager of any site construction that may cause inactivity which might relieve the site from the responsibilities stated herein.
Except for the limited license mentioned above, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to link formats, technical specifications, graphical artwork, or with respect to the domain names operated by Sideshow.
As an affiliate, you may become aware of information that has not been released publicly by Sideshow. This information may or may not be password-protected and may include, but is not limited to, descriptive product information and other content, product names and new licenses. You may not disclose such information or any other information represented to you by Sideshow as private or protected for a specific audience via your website, your mailing list, forums or any other means prior to its publication by Sideshow. If we determine to our satisfaction that you have breached this confidentiality requirement, we may, in our sole discretion, terminate your Affiliate account.
You acknowledge that as a participant in the program you will not modify, edit or alter any SideshowCollectibles.com content in a manner that discourages referral clicks and sales, and will not sell or sub-license any content. You agree to promptly delete any Content that is no longer displayed on the SideshowCollectibles.com site or that we notify you is no longer available for your use.
As a participant in the program you may use product images from SideshowCollectibles.com for marketing purposes on your own website and/or email marketing campaigns. You acknowledge that you will not modify product images from their original form. You may not remove or obscure the Sideshow Collectibles watermark or copyright information from any Sideshow Collectibles image. You may add your website logo to our imagery, but acknowledge that your logo will not appear larger than the Sideshow Collectibles logo, and will not obscure the product in the image.
You may not encourage users to click on advertising banners to earn cash, points, prizes, rewards or lottery entries unless expressly approved by Sideshow Collectibles.
We will provide you with guidelines and banner artwork to use in linking to our home page, product, and/or category listings. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with an "Affiliate Code" to be used in all links 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. Sideshow is not responsible for Affiliate code miscoding, which can result in inaccurate tracking of fee accruals.
For a Product sale to be eligible to earn a referral fee the following must occur:
Sideshow has a unique Pre-Order system for many of our products. We will only pay referral fees on any Product after order, payment and shipping have occurred. Items that we have on “pre-order” or “pending” status will be paid only upon completed shipment of the Product. We will pay referral fees for 90 days on any Products that are added to a customer's Shopping Cart and purchased after the customer has re-entered our site if the customer previously followed a link from your site to our site, as long as the customer has not manually or inadvertently cleared or overwritten your referral code. We will not pay referral fees for Products that are purchased through any device (an “Internet Access Appliance”) that provides Internet access, but does not present our site, or permit users to access and interact with our site, in the same manner as a desktop computer (e.g., mobile devices such as cellular telephones or PDAs that may access only limited or modified versions of our site).
If you are an active affiliate referring sales from a variety of customers, you may purchase our products through your own affiliate links. You may not use our affiliate links principally for the purpose of purchasing products for yourself. You may not purchase products through your own links for resale or commercial use of any kind. If, in our sole discretion, Sideshow Inc. determines that an affiliate is using its site to abuse this agreement, we will charge back and/or disallow any and all commissions to the affiliate. Additionally, this activity may result in the termination of this agreement.
You will earn referral fees based on Qualifying Revenues according to referral fee schedules to be established by us, in our sole discretion. “Qualifying Revenues” are revenues derived by us from our sales of Qualifying Products, excluding costs for shipping, handling, gift-wrapping, taxes, service charges, credit card processing fees, Customer Reward Point redemption, coupon redemption, returns and bad debt. The current referral fee schedule is:
Sideshow offers its Affiliates a monthly payment plan, with a $50 minimum payment threshold. You may select a higher Payment Threshold, but our system automatically sets your account to a $50.00 Payment Threshold when it is opened. Approximately 31 days following the end of each calendar month, we will send you a check for the referral fees earned. However, if the referral fees payable to you for any calendar month are less than your selected Payment Threshold, we will hold payment until the total amount due is at least the value of your selected Payment Threshold. In calculating your referral fees, we will deduct the corresponding referral fee from your current amount due if a customer has returned a product that generated the referral fee. If there is no subsequent payment owing to you, we will send you a bill for the referral fee.
If we terminate this agreement when an affiliate is owed referral fees, whether
more or less than their selected Payment Threshold, we will send payment approximately
31 days after the end of the month in which all referred orders in the account have
been either shipped to the customers or cancelled. It is the terminated affiliate's
responsibility to have an active email address and accurate contact information
on file with the Sideshow Affiliate Team. Referral fees will be rescinded in the
event that Sideshow is unable to contact a terminated affiliate within 30 days or
our written correspondence. You agree to forfeit your earned referral fees if your
Earned Commission Balance is less than $10.00 after all referred orders have been
shipped or cancelled. Sideshow Inc reserves the right to charge back and/or disallow
any and all commissions to an Affiliate who violates this agreement.
You agree to forfeit your earned referral fees if your Earned Commission Balance is less than $10.00 after all referred orders have been shipped or cancelled. Sideshow Inc reserves the right to charge back and/or disallow any and all commissions to an Affiliate who violates this agreement.
When a customer uses an Affiliate's link to jump to the Sideshow Collectibles site, a cookie will be installed in that customer's computer. This cookie will identify the customer as having been referred by the Affiliate. Orders placed during that visit, and for up to 90 days afterwards, will be credited to the referring Affiliate unless the original cookie is altered, deleted or overwritten during the 90-day period. Sideshow expressly disclaims any responsibility for the actual length of time that cookies generated by Affiliate referrals remain in customer computers since, for example, cookies can be erased purposely or inadvertently by the customer or another Affiliate's subsequent referral of the same customer. In addition, Sideshow will not be responsible for any loss of referral fees due to the deletion, alteration or malfunction of customer cookies.
We will process Product orders placed by customers who follow the assigned "Affiliate code" 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 your assigned Affiliate code from your site to our site and will make available to you reports summarizing this sales activity through your Affiliate account. The form, content and frequency of the reports may vary from time to time at our discretion.
Customers who buy products through this Affiliate Program will be deemed to be customers of Sideshow. Accordingly, all Sideshow Collectibles 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. Product prices and availability may vary from time to time. Because price changes may affect Products that you have listed on your site, prices reflected on your site must be stated as "subject to change". We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.
Sideshow Collectibles may at any time:
You may not issue any press release or other communication with respect to this Agreement or your participation in the Affiliate Program; such action may result in your termination of your participation in the program. 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 Sideshow supports, sponsors, endorses or contributes money to any charity or other cause).
As an Affiliate, you expressly agree to observe Sideshow Inc.'s exclusive rights to the names of its properties, including but not limited to Sideshow, Sideshow Collectibles, and Sideshow Toy within all pay-for-placement and other search engine advertising. Additionally, you may not, in any context including but not limited to pay-for-placement or other search engine advertising, represent that you are Sideshow, that you are in any manner related to Sideshow or that you represent Sideshow for any purpose. Violation of this agreement will be result in the immediate termination of your Affiliate account. Sideshow Inc reserves the right to charge back and/or disallow any and all commissions to an Affiliate who violates this agreement.
Affiliates are not permitted to use Sideshow affiliate banners on eBay or any other auction website to promote the sale of Sideshow products, including a pre-order, in-stock or made-to-order items. In addition, Affiliates may not promote the sale of Sideshow products on any auction site by inflating the value of pre-sale, in-stock or made-to-order items in order to encourage sales through their own affiliate links. These rules apply even if the auction site permits such practices.
In special cases, an affiliate may qualify for our promotional / review sample program. To be considered for this program, an affiliate must at a minimum meet the following criteria and requirements:
These conditions may change without notice at any time. If an affiliate fails to meet the above, or revised conditions, their participation in the promotional / review sample program may be immediately suspended, without notice. To request consideration for this program, please contact the affiliate team at firstname.lastname@example.org.
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:
Sideshow disclaims all liability for these matters. Further, you expressly agree to 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.
Affiliates must comply with all applicable laws (federal, state, or otherwise) that govern marketing email, including, without limitation to the CAN-SPAM Act of 2003 and all other anti-spam laws. Affiliates may not send Unsolicited Commercial E-mail (SPAM) mentioning, promoting or advertising the Sideshow Collectibles Affiliate Program or its products. Any violation will result in termination of your Affiliate account. You will also be liable for any damages awarded by a court of law. Affiliates may not violate rules of newsgroups, message boards, chat rooms and other systems by posting product information or links relating to the Sideshow Collectibles Affiliate program.
The term of this Agreement will begin upon our acceptance of your Affiliate 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. An emailed notice of termination from any Affiliate must originate from the email address listed within the account. 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 Sideshow Collectibles trademarks, trade dress, logos and other materials. You are eligible to earn referral fees only on our sales of Qualifying Products that occur during the term of this Agreement, 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.
We may modify any of the terms and conditions contained in this Agreement at any time, 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.
You are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, and sales representative or employment relationship between the parties. You will have no authority to make or accept any offers or representations on Sideshow's behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.
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 Affiliate Program, even if we have been advised of the possibility of such damages. Further, Sideshow's 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.
Sideshow may use the facilities of a third-party provider to host or administer the Affiliate Program. While Sideshow will devote a commercially reasonable effort to ensure the safety and backup of all Affiliate information by itself or any third-party provider, Sideshow will not be responsible for injuries, claims, damages, losses, costs or expenses of any kind (including without limitation attorney's fees) resulting from or alleged to result from technical failure of servers, equipment, and/or back-up systems, ISP mismanagement, electronic issues, security breaches (hacking), power outages, acts of God, any action, regulation, order, or request by any governmental or quasi-governmental entity (whether or not the action, regulations, order or request proves to be invalid), equipment failure, terrorist acts, earthquake, war, fire, flood, explosion, unusually severe weather, hurricane, embargo, labor dispute or strike (whether legal or illegal) labor or material shortage, transportation interruption of any kind, work slow-down, civil disturbance, insurrection, riot, international carrier issues or any other.
Sideshow makes no express or implied warranties or representations with respect to the Affiliate Program or any products sold through the program (including, without limitation, warranties of fitness, merchantability, non-infringement, 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.
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. BY COMPLETING AND SUBMITTING THE AFFILIATE AGREEMENT TO SIDESHOW COLLECTIBLES, YOU THE AFFILIATE, ARE AGREEING TO THE TERMS PUT FORTH IN THIS OPERATING AGREEMENT.
Sideshow Collectibles reserves the right to terminate an Affiliate at will. Termination notice will be provided by e-mail and be effective immediately. Sideshow Collectibles is not responsible if an Affiliate does not receive the notification for any reason. All referral fees owed to a terminated Affiliate will be paid approximately 31 days after the end of the month in which all referred orders have been either shipped to customers or cancelled. You agree to forfeit your earned referral fees if your Earned Commission Balance is less than $10.00 after all referred orders have been shipped or cancelled. Sideshow Inc reserves the right to charge back and/or disallow any and all commissions to an Affiliate who violates this agreement.
The laws of the United States and the state of California will govern this agreement, 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.