This Affiliate Program Agreement ("Agreement") contains inclusive terms and conditions
which apply to your participation in the All Cute Gifts Affiliate Program and the
establishment of links from your web site to the All Cute Gifts web site located
at "www.AllCuteGifts.com"(the “Web Site”). This agreement also contains the complete
terms and conditions that apply to designated e-mail participants. You may also
be referred to herein as "PARTICIPANT", "You" or "Party." All Cute Gifts may also
be referred to as "AllCuteGifts.com," "We" or "Us."
1. The Affiliate Program:
(a) As a PARTICIPANT, we will make available to you via the Web Site a variety of
graphic, product, textual and other links as determined by All Cute Gifts (each
of these links sometimes being referred to herein as "Links" or, individually, as
a "Link"), which, subject to the terms and conditions of this Agreement, you may
display as often and in as many areas of your web site as you desire. The Links
will serve to identify your site as a PARTICIPANT of our Affiliate Program and will
establish a link from your site to the Web Site for your participation in the Affiliate
Program. You agree that you will display on your Web Site only those Links that
are provided to you by All Cute Gifts.
(b) To commence the process of enrolling
as a PARTICIPANT in the Affiliate Program, you will submit an Enrollment Application
via our Web Site or as otherwise authorized by All Cute Gifts. We will evaluate
your application and notify you of your acceptance or rejection; which determination
shall be in our sole discretion.
2. Term:
(a) This Agreement is conditioned upon
and will become effective on Our acceptance of Your Enrollment Application and your
acceptance of the terms of this Agreement. By joining or participating in the Affiliate
Program You are acknowledging that You have read this Agreement and are agreeing
to abide by all the terms of this Agreement, which may be amended from time to time
at the sole discretion of All Cute Gifts . We will notify You of any amendment by
e-mail, and Your continued participation in the Affiliate Program after such notice
is sent via E-mail shall constitute your binding and legally enforceable agreement
to such amendment and acceptance of the Agreement as amended.
(b) Either party may
terminate this Agreement without prior notice and at any time, with or without cause,
by giving the other party notice of termination via letter or e-mail. The first
twelve months following the date this Agreement becomes effective and every twelve
months thereafter that this Agreement remains in full force and effect are each
a "Term Year". You fully understand that this Agreement creates legally binding
obligations on Your part. At such time that the agreement is terminated, You agree
to immediately remove all links and references to All Cute Gifts on Your web site.
If You are a designated e-mail PARTICIPANT, you will stop all e-mail campaigns upon
termination of Your participation in Our Affiliate Program.
(c) PARTICIPANT is only
eligible to earn commissions on sales which are completed during the term of this
Agreement, and commissions earned through the date of termination will be payable
only if the related purchases are not canceled or returned. All Cute Gifts may withhold
PARTICIPANT'S final payment for a reasonable time to ensure that the correct amount
is paid.
3. Commissions/Products/Customers:
(a) Qualifying Sales and Commissions:
For products that are purchased by consumers upon linking to the Web Site directly
from your web site, or other approved promotional tools (e.g. emails), utilizing
a URL(s) approved by All Cute Gifts and for which All Cute Gifts has delivered the
ordered products and received full payment (each a "Qualifying Purchase(s)"), PARTICIPANT
will receive the following commission which will be based on "Net Sales" of Qualifying
Purchase(s): A) a 10% commission on all monthly Net Sales unless otherwise indicated
by Us. "Net Sales" is defined as the gross sales price of a Qualifying Purchase
less taxes, service charge, shipping and handling charges, and promotional discounts.
Sales made through our telephone counselors or made through direct link to Our web
site (not through the affiliate link) are not qualified sales. Commissions shall
not be calculated on declined orders, rejected credit card transactions, or returns.
PARTICIPANTS are responsible for inserting a tracking code in the manner designated
by All Cute Gifts to ensure accurate tracking of Qualifying Purchases.
(b) Payment
Schedule: All Cute Gifts will pay you or cause you to be paid, through BT Group
of Companies Inc, within thirty (30) days after the end of each calendar month in
accordance with the above mentioned commission structure provided total commissions
due to you for such month exceed Twenty-Five Dollars ($25). The check (or other
alternate payment method as selected by All Cute Gifts) will be for the applicable
commission (less any taxes required to be withheld pursuant to applicable law).
For any calendar month in which your commissions do not exceed $25, All Cute Gifts
shall have the option to pay same or to withhold such payment and add such commissions
to the next calendar month for which you are entitled to receive a commission payment.
(c) Returns and Cancellations: If a product for which a commission has been paid
is subsequently returned by the customer, We will, at our option, deduct the previously
paid commission from Your next commission payment or bill You directly. No returns
are calculated unless the product is shipped back to Us and we have proof of delivery.
(d) Sales Statistics Access: You will be given a user name and password that will
enable you to receive your sales statistics on a reasonable basis. All payment inquiries
must be directed to All Cute Gifts. No commission shall be paid if the sale cannot
be tracked using Our affiliate management system.
(e) Product Prices and Availability:
All Cute Gifts is solely responsible for determining the price charged for every
Product sold under the All Cute Gifts Affiliate Program. Product prices may vary
from time to time for various reasons, including suppliers' price increases and
special discounts offered by All Cute Gifts. PARTICIPANT may not specify Product
selection or Product prices on their web sites. Product availability changes frequently
and All Cute Gifts will present the best information available to it regarding Product
availability. All Cute Gifts cannot, however, guarantee the availability or price
of any Product.
(f) Product Descriptions: Partner will only use Product descriptions
provided or approved in writing by All Cute Gifts.
(g) All Cute Gifts Customers.
Customers who purchase Products through the All Cute Gifts Affiliate Program are
customers of All Cute Gifts. PARTICIPANT has no authority to make or accept any
offer on behalf of All Cute Gifts. All All Cute Gifts policies regarding customer
orders, including Product availability and pricing and problem resolution, will
apply to these customers. PARTICIPANT has no authority to make, and All Cute Gifts
is not responsible for, any representations made by PARTICIPANT which contradict
these policies.
4. Legal Compliance; Representations and Warranties:
PARTICIPANT
shall operate its web site, conduct any promotional and advertising activities (e.g.,
e-mail campaigns run by designated PARTICIPANTS), and render its services in compliance
with all applicable federal, state, and local laws, rules and regulations, and PARTICIPANT
will be solely responsible for obtaining all required governmental authorizations
necessary for its web site and the full performance of its services as provided
for under this Agreement. PARTICIPANT hereby further represents and warrants that:
if a corporation, it is a corporation duly organized and validly existing and in
good standing under the laws of the state of your incorporation;
it has full power
and authority to enter into this Agreement and to perform its obligations hereunder;
it has obtained all permits, licenses, and other governmental authorizations and
approvals required for its performance under this Agreement;
its web site, promotional
activities, and the services to be rendered by PARTICIPANT under this Agreement
neither infringes nor violates any patent, copyright, trade secret, trademark, or
other proprietary or privacy right of any third party;
this Agreement has been duly
and validly executed, accepted and delivered by PARTICIPANT and constitutes its
legal, valid and binding obligation, enforceable against PARTICIPANT in accordance
with its terms;
the execution, acceptance, delivery and performance by PARTICIPANT
of this Agreement, and its consummation of the transactions contemplated hereby
will not, with or without the giving of notice, the lapse of time, or both, conflict
with or violate any provision of law, rule or regulation to which it is subject,
any order, judgment or decree applicable to PARTICIPANT or binding upon its assets
or properties; any provision of PARTICIPANT'S by-laws or certificate of incorporation,
or any agreement or other instrument applicable to PARTICIPANT or binding upon its
assets or properties;
PARTICIPANT is the sole and exclusive owner of PARTICIPANT'S
Marks, as defined herein, and has the right and power to grant All Cute Gifts the
license to use PARTICIPANT'S Marks in the manner contemplated herein, and such grant
does not and will not breach, conflict with, or constitute a default under any agreement
or other instrument applicable to it or binding upon its assets or properties, or
infringe upon any trademark, trade name, service mark, copyright, or other proprietary
right of any person or entity; no consent, approval, authorization of, or exemption
by, or filing with, any governmental authority or any third party is required to
be obtained or made by it in connection with the execution, delivery, and performance
of this Agreement, or the taking by it of any other action contemplated hereby;
there is not pending, or to the best of PARTICIPANT'S knowledge, any threatened
claim, action, or proceeding against PARTICIPANT, or any of its affiliates, with
respect to the execution, delivery or consummation of this Agreement, or with respect
to its Marks, and, to the best of its knowledge, there is no basis for any such
claim, action or proceeding and
PARTICIPANT will fully comply with all federal,
state, and local laws, rules and regulations applicable to Privacy and applicable
to the sending of unsolicited commercial emails (SPAM), telemarketing, direct mail,
and other communications to consumers and other third parties. PARTICIPANT shall
ensure that its web site accurately and adequately discloses, either through a privacy
policy or otherwise, how it collects, uses, stores, and discloses data 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, and how consumers and other
third parties may limit any such disclosure or communication.xi. Designated e-mail
campaign PARTICIPANTS that conduct e-mail campaigns on behalf of All Cute Gifts
will fully comply with the federal Can-Spam Act of 2004 and all its provisions therein.
In addition, the PARTICIPANTS will make ISP and IP information available to Us upon
request as well as show Us how those on the e-mail list have registered or opted-in
to the list.
5. Maintenance; Representations and Warranties:
(a) PARTICIPANT shall
monitor and periodically test the general availability and operation of its web
site. PARTICIPANT represents and warrants that its web site will perform adequately
so that customers will be able to shop for All Cute Gifts’s products.
(b) PARTICIPANT
is solely responsible for the development, operation and maintenance of its web
site and for all everything that appears on PARTICIPANT'S web site. Such responsibilities
include, but are not limited to, the technical operation of PARTICIPANT'S web site;
the accuracy and propriety of all materials and content posted on PARTICIPANT'S
web site; and ensuring that materials and content posted on its web site will not
violate any laws, rules or regulations;
violate or infringe upon the rights of any
third party including, without limitation, copyright, patent, trademark, trade secret
or other proprietary rights or right of publicity or privacy;
be lewd, pornographic,
sexually explicit, or obscene; violate any laws regarding unfair competition, anti-discrimination
or false advertising;
promote violence or contain hate speech, contain viruses,
trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious
program routines;
or be libelous, harmful, threatening, abusive, harassing, defamatory,
derogatory or otherwise illegal or objectionable to All Cute Gifts ;
be a homepage
or a personal website created through free webspace offered by third parties;
use
or promote promotion codes, coupon codes or any discount offers unless specifically
authorized by All Cute Gifts ;
contain promotional materials about All Cute Gifts
or the Affiliate Program unless specifically authorized by All Cute Gifts ;
and
be operated in a language other than English.
PARTICIPANT shall not include any
of the Marks as defined in Section 8, or variations or misspellings thereof in any
of Participant’s domain names or any metatags;
send any emails or other promotional
or marketing materials which mention All Cute Gifts , the Affiliate Program or the
Web Site without the prior written consent of All Cute Gifts ;
shall not make any
press releases or other public statements regarding the Affiliate Program or All
Cute Gifts or the Web Site without first obtaining the express written approval
All Cute Gifts ;
take any action that could reasonably cause any customer confusion
as to Our relationship with You, or as to the web site on which any functions or
transactions (e.g., search, order, browse, etc.) are occurring;
and post or serve
any advertisements or promotional content around or in conjunction with the display
of the Web Site (e.g., through any “framing” technique or technology or pop-up windows).
(c) All Cute Gifts disclaims all liability for all matters set forth in Section
4 and 5(b). Further, PARTICIPANT will indemnify and hold All Cute Gifts , its parent
company, subsidiaries, affiliates and their respective officers, directors, shareholders
and employees free and harmless against and from all claims, damages, losses, liabilities
and expenses (including, without limitation, attorneys' fees) relating to the development,
operation, maintenance, and contents of PARTICIPANT'S web site.
(d) All Cute Gifts
reserves the right, in its sole discretion, to monitor PARTICIPANT'S Web Site, at
any time and from time to time, to ascertain whether PARTICIPANT is in compliance
with the terms of this Agreement.
6. Fulfillment:
All Cute Gifts will fulfill all
fully paid orders for products in accordance with All Cute Gifts’s customary business
practices. All Cute Gifts shall be solely responsible for fulfilling all orders
placed by a customer as a direct result of the Links. All Cute Gifts‘s products
offered through the Links will be supported by the same favorable warranty and return
policy for such products as offered through other All Cute Gifts ’s channels. Customers
who purchase through the Affiliate Program are deemed to be customers of All Cute
Gifts Accordingly, all of All Cute Gifts ’s rules, policies, and operating procedures
concerning customer orders, customer service, and use of customer names and information,
will apply to those customers.
7. Promotion:
(a) Promotional and Advertising Activities
(including e-mail campaigns): Any promotional or advertising activities you may
wish to engage in requires the prior written consent of All Cute Gifts PARTICIPANT
shall not create, publish, distribute, or permit any written material, including,
without limitation, promotion codes, coupons and discount offers that make reference
to All Cute Gifts and/or its parent company, subsidiaries, affiliates and their
respective web sites without first submitting such material to All Cute Gifts and
receiving prior written consent thereto. When engaging in any direct promotional
or advertising activities with consumers, PARTICIPANT shall
identify Participant’s
complete name and physical postal address,
clearly, conspicuously, and truthfully
indicate the nature of the communication,
provide a reasonable method by which consumers
can eliminate or limit (“opt-out”) of such communications, timely and in accordance
with applicable laws, honor consumer requests to “opt-out” of such communications,
maintain reasonable records with regard to such “opt-out” requests,
do not sell,
rent, share, transfer, or disclose any personal information regarding consumers
who “opt-out” except to process their orders and requests.
(b) Search Engine Prohibitions:
PARTICIPANT will represent themselves on search engine results for related listings
only as “AFFILIATE OF All Cute Gifts ,” meaning that PARTICIPANT'S metatags, text,
and title tags cannot use OUR marks except as described above ("AFFILIATE OF ALL
CUTE GIFTS "). In addition, PARTICIPANT'S URL cannot contain Our marks or variations
of OUR marks. That without limiting the foregoing, PARTICIPANT shall not purchase,
use or bid for placement any of the Marks, as defined in Section 8, without limitation,
All Cute Gifts , All Cute Gifts .com, or any variations or misspellings of the Marks,
with any search engine. In addition, upon All Cute Gifts’s request, PARTICIPANT
will immediately cease bidding, purchasing or using any Marks and other terms used
to promote the Affiliate Program and PARTICIPANT’s participation therein. Furthermore,
All Cute Gifts hereby reserves all legal and equitable remedies it may have for
Participant's violation of Sections 7(b) and 8 and for any misuse or infringement
of the Marks by Participant.
(c) Embellishment: PARTICPANT shall not, in any manner,
misrepresent or embellish the relationship between PARTICIPANT and All Cute Gifts
.com, or expressly 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 expressly or implying that All Cute Gifts .com supports, endorses, or contributes
money to any charity or other cause).
Software applications: PARTICIPANT will ensure
that the application does not overwrite, and/or redirect URLs generated through
other tracking systems.
8. Licenses:
(a) All Cute Gifts grants to PARTICIPANT a
limited, non-exclusive, non-transferable, royalty-free, revocable license to: 1)
access the Web Site through the Links solely in accordance with the terms of this
Agreement and solely in connection with such Links, to use All Cute Gifts and its
parent company’s, subsidiaries’ and affiliated companies’ logos, trade name, trademarks,
service marks and similar identifying material collectively "the "Marks", for the
sole purpose of selling Products on your Web Site for All Cute Gifts (but only in
the form(s) as they appear on the Web Site). You may not alter, modify, amend, or
change the Marks in any way. You are only entitled to use the Marks to the extent
that this Agreement provides and only while this Agreement remains in full force
and effect. The use of any such Marks requires the prior written approval of All
Cute Gifts in all instances.
(b) Use of Marks: PARTICIPANT shall not make any specific
use of any Marks for purposes other than selling All Cute Gifts’s products on PARTICIPANT'S
web site for All Cute Gifts. No use of the Marks can be made without first submitting
a sample of such proposed use to All Cute Gifts, and obtaining the prior written
consent of All Cute Gifts. PARTICIPANT agrees not to use the Marks in any manner
that is disparaging or otherwise portrays All Cute Gifts in a negative light. All
Cute Gifts reserves all of its rights in the Marks and all of its other proprietary
rights. Participant’s right, property, license or interest in any Marks is limited
to that conferred by 8 (a). All Cute Gifts may revoke this license at any time,
by giving you written notice at Our sole discretion via e-mail or letter. PARTICIPANT
may not alter, modify, or change the Marks in any way nor shall e-mail designated
partners alter in any way e-mails sent on All Cute Gifts’s behalf. All goodwill
arising from the use of the Marks shall inure solely to the benefit of All Cute
Gifts and its parent, subsidiary or affiliated companies, as applicable.
(c) Intellectual
and Proprietary Property and Information: All intellectual and proprietary property
and information, supplied or developed by All Cute Gifts shall be and remain the
sole and exclusive property if All Cute Gifts Upon termination of this Agreement,
PARTICIPANT shall immediately cease using and return to All Cute Gifts any and all
such property and information it receives from All Cute Gifts and, without limiting
the foregoing, immediately cease use of All Cute Gifts ’s Marks. Participant agrees
not to contest or challenge the Marks or to use any confusingly similar marks.
(d)
Participant License: PARTICIPANT grants to All Cute Gifts a non-exclusive, non-transferable,
royalty-free license to access the PARTICIPANT web site through the Links; and (ii)
use PARTICIPANT'S trade name, titles, logos, trademarks, service marks, products
and similar identifying material relating to PARTICIPANT (the "PARTICIPANT'S Marks"),
to advertise, market, promote and publicize in any manner this Agreement, the transactions
contemplated hereunder or All Cute Gifts ’s rights hereunder; provided, however,
that All Cute Gifts shall not be required to advertise, market, promote or publicize,
in any manner, this Agreement, the transactions contemplated hereunder, or PARTICIPANT'S
Marks.
9. Confidentiality:
Pursuant to this Agreement, the Parties may disclose
to one another certain information ("Information") which is considered by the disclosing
party to be proprietary or confidential information, including, without limitation,
the term of this Agreement, business, marketing and financial information, customer
and vendor lists, and pricing and sales information. All such Information shall
remain the sole property of the disclosing party, and its confidentiality shall
be maintained and protected by the receiving party with the same degree of care
as the receiving party uses for its own confidential and proprietary Information
and the receiving party shall not disclose such Information to any third party without
the prior written consent of the disclosing party. The restrictions of the use or
disclosure of any Information shall not apply to any information: after it has become
generally available to the public without breach if this agreement by the receiving
party; independently developed by receiving party; rightfully in the receiving party's
possession prior to disclosure to it by the disclosing party; 4) rightfully received
by receiving party from a third party without duty of confidentiality; or 5) disclosed
under operation of law or pursuant to legal or regulatory process.
10. LIABILITY:
NEITHER All Cute Gifts NOR ITS PARENT COMPANY, SUBSIDIARIES, OR ITS AFFILIATED COMPANIES
SHALL HAVE ANY LIABILITY HEREUNDER FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL
DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT OR BUSINESS OPPORTUNITIES,
WHETHER OR NOT ALL CUTE GIFTS KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGE MIGHT BE
INCURRED. FURTHERMORE, ALL CUTE GIFTS 'S AGGREGATE LIABILITY ARISING WITH RESPECT
TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER WHETHER IN CONTRACT,
TORT, OR ANY OTHER THEORY OF RECOVERY SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID
OR PAYABLE TO PARTICIPANT UNDER THIS AGREEMENT.
11. Indemnification:
PARTICIPANT
agrees to indemnify, defend and hold harmless All Cute Gifts , its parent company,
subsidiaries, affiliated companies, successors and assigns and their respective
officers, directors, shareholders and employees, from and against any and all losses,
liabilities, damages, actions, claims, expenses and costs including, without limitation,
reasonable attorneys' fees, which result or arise from or are based on: the negligence
of PARTICIPANT, its agents, servants and/or employees, PARTICIPANT'S breach of this
Agreement or any of the terms hereunder, any breach of a representation or warranty,
or breach of a covenant or agreement made by PARTICIPANT herein, or in the Enrollment
Application, any claim that All Cute Gifts ’s use of PARTICIPANT'S Marks infringe
on any trademark, trade name, service mark, copyright, license, intellectual property,
or other proprietary right of any third party, or any claim related, in any way,
to PARTICIPANT'S web site, including, without limitation, content therein not contributed
directly by All Cute Gifts , as well as, any and all promotional and advertising
activities conducted by, or on the behalf of, PARTICIPANT.
12. Independent Parties:
PARTICIPANT and All Cute Gifts are independent contractors and nothing in this agreement
is intended to or will create any form of partnership, join venture, agency, franchise,
sales representative, or employment relationship between the companies. Neither
party shall have the power to obligate or bind the other in any manner whatsoever,
except to the extent herein specifically provided.
13. Binding Effect; Benefit:
This Agreement shall inure to the benefit of and be binding upon the Parties hereto
and their respective successors and assigns. Nothing in this Agreement, expressed
or implied, is intended to confer on any person or entity other than the Parties
hereto or their respective successors and assigns, any rights, remedies, obligations
or liabilities under or by reason of this Agreement.
14. Severability:
If any provision
of this Agreement shall be declared by any court of competent jurisdiction to be
illegal, void or unenforceable, all other provisions of this Agreement shall not
be affected and shall remain in full force and effect.
15. Notices:
Any notices
required or permitted under this Agreement shall be sent electronically to you at
your web site or the email address as provided through All Cute Gifts to All Cute
Gifts and sent from “affiliateprogram@ AllCuteGifts.com” and shall be deemed duly
made and received when sent.
16. Force Majeure:
Except as otherwise expressly provided
in this Agreement, All Cute Gifts shall not be liable for any breach of this Agreement
or for any delay or failure of performance resulting from any cause beyond such
Party's reasonable control, including without limitation, the weather, strikes or
labor disputes, war, terrorist acts, riots or civil disturbances, government regulations,
acts of civil or military authorities, or acts of God.
17. Entire Agreement:
This Agreement constitutes
(a) the binding agreement between the Parties;
(b) represents
the entire agreement between the Parties relating to the subject matter hereof and
supersedes all prior agreements; and
(c) may not be modified or amended except in
a writing signed by the Parties. Notwithstanding anything to the contrary contained
herein, All Cute Gifts may modify and change any of the terms and conditions of
this Agreement, at any time in its sole discretion. We will notify You of any such
modification or change as provided for in Section 2 (a) hereof. Modifications and
changes may include, without limitation, changes in the scope of available commission
fees and payment procedures. If any modification or change is unacceptable to PARTICIPANT,
PARTICIPANT'S only recourse is to terminate this Agreement. Your continued participation
in the Program after the notice is posted or sent pursuant to Section 2(a) hereof,
will constitute Your legally binding acceptance of the modification or change.
18.
Governing Law:
This Agreement shall be governed by, and construed in accordance
with the laws of the United States and the State of Vermont without regard to conflicts
of law principles thereof. Any action relating to this Agreement must be brought
in the federal or state courts located in Chittenden County, Vermont, and PARTICIPANT
irrevocably consents to the jurisdiction of such courts.
19. Independent Investigation:
PARTICIPANT ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT AND AGREES TO ALL OF ITS
TERMS AND CONDITIONS. IT UNDERSTANDS THAT ALL CUTE GIFTS MAY AT ANY TIME, DIRECTLY
OR INDIRECTLY, SOLICIT CUSTOMER REFERRALS AND ENTER INTO SIMILAR AGREEMENTS ON TERMS
THAT MAY BE THE SAME, SIMILAR OR DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR
ENTER INTO AN AGREEMENT WITH COMPETITORS OF PARTICIPANT, OR MAY OPERATE WEB SITES
THAT ARE SIMILAR TO OR COMPETE WITH PARTICIPANT'S WEB SITE. PARTICIPANT HAS INDEPENDENTLY
EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE TRANSACTIONS CONTEMPLATED HEREUNDER
AND IT IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN
AS SPECIFICALLY SET FORTH IN THIS AGREEMENT.
20. No Guarantee:
ALL CUTE GIFTS MAKES
NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH REFERENCE TO THE TRANSACTIONS
AND SERVICES CONTEMPLATED HEREUNDER INCLUDING, WITHOUT LIMITATION, WARRANTIES OF
FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED
WARRANTIES ARISING OUT OF PERFORMANCE, DEALING, OR TRADE USAGE. IN ADDITION, ALL
CUTE GIFTS MAKES NO REPRESENTATION THAT THE OPERATION OF ALL CUTE GIFTS ’S WEB SITE
WILL BE UNINTERRUPTED OR ERROR-FREE, AND ALL CUTE GIFTS WILL NOT BE LIABLE FOR ANY
CONSEQUENCES WHATSOEVER OF ANY INTERRUPTIONS OR ERRORS. FURTHERMORE, ALL CUTE GIFTS
MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE AMOUNT OF COMMISSIONS TO
BE PAID TO PARTICIPANT HEREUNDER, OR AS TO ANY ASSET OR PROFITABILITY, IF ANY, OR
OTHER BENEFIT PARTICIPANT MAY DERIVE HEREUNDER, IF ANY.
21. Survival:
Sections 4,
5, 6, the last two sentences of Section 7, 8(c), 10, 11, 18, 19, and 20 of this
Agreement shall survive the termination or expiration of this Agreement.