Affiliate Program - Service Agreement

This Affiliate Service Agreement (the "Agreement") is made by and between Toys In Babeland LLC, a Washington, LLC ("Babeland"), and you, as an Affiliate user of the Babeland service ("You", "Your", "Affiliate", or "Affiliate Member").

To be an authorized Affiliate Member of Babeland, You agree to abide by the terms and conditions contained in this Agreement. Please read this Agreement carefully before registering and using the Babeland Service as an Affiliate. By clicking on the "I agree to the Service Agreement" link at the bottom of the signup page and using the Babeland Service as an Affiliate, You indicate Your acceptance of this Agreement and its terms and conditions. If You do not accept this Agreement, do not use the Babeland Service as an Affiliate.

Registration

To sign up as an Affiliate Member of Babeland and to use the Service as an Affiliate Partner you must be at least 21 (twenty one) years of age. The website you register with us must be up and working before we can enroll it in the Babeland Affiliate Program.

THE FOLLOWING TYPES OF SITES ARE NOT ALLOWED TO PARTICIPATE IN THE BABELAND AFFILIATE PROGRAM:

• ADULT SITES THAT DISPLAY BANNERS ONLY IN A GATEWAY PAGE
• SEX FOR MONEY SITES
• SITES THAT USE EXCESSIVE POP-UP WINDOWS, UNCLOSABLE WINDOWS AND OTHER "HARD SELL" TECHNIQUES
• SITES THAT USE SPYWARE, MALWARE, OR SIMILAR SOFTWARE IN INCREASE WEB TRAFFIC
• SITES THAT PROVIDE SIGNIFICANTLY INCORRECT SEX INFORMATION
• SITES THAT PROMOTE VIOLENCE, BIGOTRY, OR HATRED
• SITES THAT PROMOTE ILLEGAL ACTIVITY, including but not limited to WAREZ, CRACKING, and HACKING

Babeland also reserves the right to reject an affiliate application at any time. You agree that You have read the documentation for the Service and understand its features and rules. As part of the registration process, You will select an email and password combination that You use to access Your Affiliate Member area within the Service. You shall provide Babeland with accurate, complete and updated registration information. You may not select the name of another person with the intent to impersonate that person or deceive members or other users as to Your true identity.

You agree that Babeland may rely on any data, notice, instruction or request furnished to Babeland by You which is reasonably believed by Babeland to be genuine and to have been sent or presented by a person reasonably believed by Babeland to be authorized to act on Your behalf. You shall notify Babeland by e-mail at affiliates@babeland.com of any known or suspected unauthorized uses of Your Account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of Your email and password. You shall be responsible for maintaining the confidentiality of Your email and password and You are responsible for all usage and activity on Your Account, including use of the account by a third party authorized by You to use Your Account. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination by Babeland and referral to the appropriate law enforcement agencies.

The Service

Babeland has developed and operates a service (the "Service") which allows Web sites to run and/or participate in Affiliate Marketing programs. You wish to become an Affiliate Member of Babeland and utilize the Service as an Affiliate. As an Affiliate Member of Babeland you will be establishing Revenue Sharing arrangements with Babeland.

Link Placement

As an Affiliate Member of the Service, you may place and remove Babeland.Com Links on Your site and in Your email messages at Your discretion.

Affiliate Payment

You will receive a Commission for sending Babeland authorized sales via Your Links. In order to place Links and earn referral fees from them, You must first be approved by Babeland to become an Affiliate of Babeland's program. You understand that the Payout amount may be changed at any time. Babeland will notify You, the Affiliate, via email of any Payout changes. You are responsible for determining if the Payout for a Link You have placed on Your site has changed or been discontinued.

You receive the Commission from Babeland. Payments are made automatically on a quarterly schedule. The payments are made on the following schedule:

Commission accrued between January 1st and March 31st will be paid on April 30th.
Commission accrued between April 1st and June 30st will be paid on July 31st.
Commission accrued between July 1st and September 30st will be paid on October 31st.
Commission accrued between October 1st and December 31st will be paid on January 31st of the following year.

Fees amounting to less than $10 are carried over into the following quarter.

Money credited to Your Account does not accrue interest.

In the event of a Chargeback, Babeland may recover from You the corresponding Commission previously credited to Your Account. The Chargeback Commission will be immediately deducted from Your Account balance. In the event that Your Account balance is less than the Chargeback Commission, the Chargeback Commission will be deducted against Your future earnings.

Service Maintenance

Babeland will provide support for the Service as indicated on the Babeland Web site.

Email Contact

Babeland reserves the right to send e-mail to You for the purposes of informing you of applicable changes or additions to the Service or any Babeland related products and services.

Changes to the Service

Babeland reserves the right to change, modify, add or remove portions of this Agreement at any time and may add to, change, suspend or discontinue any aspect of the Service at any time. In the event of any material change, Babeland will notify You via e-mail, newsletter or the Babeland Web site at least 14 days prior to any such changes taking effect, at which time You may either accept such changes or withdraw from the Service.

Accepted Use of the Service

You represent to Babeland that all content You provide to the Service is solely owned by You or provided by You with the express authority of the company You represent, does not infringe upon any other individual's or organization's rights (including, without limitation, intellectual property rights) and is not defamatory, libelous, unlawful or otherwise objectionable.

You shall not provide, promote, distribute, place or otherwise publish as an Affiliate Member of the Service any content, or Web site that includes content, which is libelous, defamatory, obscene,  abusive, fraudulent or violates any law. As Babeland may not review all information provided by You, You shall remain solely responsible for Your content and Web site. As an Affiliate Member, You may not artificially inflate traffic counts to Toys In Babeland site(s) using any device, program, robot or other means, including but not limited to JavaScript pop-up windows and redirects. You may not click on Your own banners and/or links or submit multiple leads to Your Babeland partners. Links may not be placed in newsgroups, unsolicited e-mail, banner networks, counters, chatrooms or guestbooks. Any Link placed must be done in such a way that it is not misleading to any Visitor and done with the intention of delivering valid sales to the related Babeland for that Link. Points or reward programs for pay-per-click or pay-per-lead programs are not allowed unless specifically approved by the  Babeland.

BABELAND RESERVES THE RIGHT TO DEEM ANY SITE INAPPROPRIATE AND TERMINATE THE SITE AS A MEMBER OF THE BABELAND AFFILIATE PROGRAM. If You are terminated from the Service, Babeland has the right to withhold money You earned within the Service or money that You owe within the Service and You will not be allowed to re-join Babeland.

Privacy Policy

Babeland respects the privacy of its users and promises not to disclose personal or business information to third parties without the express permission of You and Your company. We will not sell Your name, e-mail address, phone number, or any other personal information to anyone else. We consider this information to be private, and it will remain as such.

If You have any questions about Your privacy rights, or would like further information regarding the confidentiality of Your interactions with Babeland, contact our affiliate administrator.

Definitions

"Affiliate Marketing" or "Performance Marketing" or "Revenue Sharing" occurs when web sites that generate online traffic ("Affiliates") partner to drive Visitors to the Babeland.Com Web site and Babeland pays a reward when the Visitor referral results in a sale.

"Affiliate Member" or "Affiliate" means an authorized site that is rewarded for a legitimate sale by a Visitor, and uses the Babeland Service to facilitate applications, tracking, reporting, and receipt of Commission payment.

"Visitor" means any person, Web surfer or user that clicks on a Link to the Babeland.Com Web site placed on an Affiliate's Web site.

"Pay-per-sale" means the Payout Babeland agrees to pay for Visitors referred to the BABELAND.COM Web site that results in a sale of a product or service. The sale must occur at the time of the visit.

"Payout" means the amount per-sale, per-lead, or per-click established and agreed upon by Toys In Babeland. The Payout may be expressed as a set amount or as a percent of sales.

"Commission" means the amount per-sale paid by Babeland to an Affiliate. The Commission may be expressed as a set amount or as a percent of sales.

"Link" means a hyperlink placed on an Affiliate Member's site that, when clicked on, serves the Babeland Web site to the Visitor's browser and has been coded to identify the Affiliate Member. The Link may be in the form of text, a product image, a button, a banner or any other format acceptable to Babeland.

"Chargeback" means a reversal of a Payout previously earned for a sale that is later rescinded or corrected by Babeland. A Chargeback is defined and limited to product returns, duplicate entries, non-qualified sales and unauthorized payment or non-receipt of payment from the Visitor to Babeland.Com.

"Your Account" means a separate, specific account within the Service that is credited with Your Commissions and other earnings.

Limited Warranty

The Service, its operation, its use and the results of such use shall be performed in a workmanlike manner. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, TOYS IN BABELAND DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICE, ITS USE AND THE RESULTS OF SUCH USE. WITHOUT LIMITING THE FOREGOING, TOYS IN BABELAND SPECIFICALLY DISCLAIMS ANY WARRANTY (A) THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, (B) THAT DEFECTS WILL BE CORRECTED, (C) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (D) THAT THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT, OR (E) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

Babeland will make reasonable commercial efforts to keep its transaction service operational during normal business hours. However, certain technical difficulties may, from time to time, result in temporary service interruptions. Affiliate understands and acknowledges that it is normal to have a certain amount of system downtime and further agrees not to hold Toys In Babeland liable for any of the consequences of such interruptions. TOYS IN BABELAND SHALL HAVE NO LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF ANY WEB SITE OF AFFILIATE OR AFFILIATE CUSTOMER DATA FILES OR SYSTEMS OR PROGRAMS THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. TOYS IN BABELAND SHALL HAVE NO LIABILITY WITH RESPECT TO TOYS IN BABELAND OBLIGATIONS HEREUNDER OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF TOYS IN BABELAND HAS BEEN NOTIFIED OF SUCH DAMAGES. ANY LIABILITY OF TOYS IN BABELAND HEREUNDER SHALL BE LIMITED TO THE REVENUE EARNED BY TOYS IN BABELAND AS A DIRECT RESULT OF THIS AGREEMENT.

Limitation of Liability
BABELAND OR ITS SUPPLIERS OR RESELLERS SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THE USE OF OR INABILITY TO USE THE TOYS IN BABELAND'S  SERVICE OR ANY INFORMATION PROVIDED ON THE TOYS IN BABELAND'S  WEB SITE OR ANY OTHER HYPERLINKED WEB SITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF TOYS IN BABELAND OR A TOYS IN BABELAND AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE WEB SITE OR ANY HYPERLINKED WEB SITE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, TOYS IN BABELAND'S LIABILITY IS LIMITED TO THE SMALLEST AMOUNT PERMITTED BY LAW. THIS PARAGRAPH WILL SURVIVE THE FAILURE OF ANY EXCLUSIVE OR LIMITED REMEDY.

You agree that Babeland, although the provider of the Service, has no responsibility or liability as a result of Your placement of authorized Links from Your Web site, and You, and the Babeland, jointly and severally agree to indemnify, defend, and hold harmless Babeland and its affiliates, officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to any offer or any other matter related to this Agreement or the subject matter hereof and any dispute relating thereto.

Toys In Babeland agrees to indemnify, defend, and hold harmless Affiliate and its affiliates, officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to Babeland's negligence or willful misconduct in performance of the Services or its breach of this Agreement.

Non-Disclosure

Babeland acknowledges that in the course of this Agreement it shall have access to confidential and proprietary information ("Confidential Information") of Your company. Babeland agrees not to disclose or disseminate the Confidential Information without Your prior express written consent. The term "Confidential Information" shall not include information that is or becomes part of the public domain through no action or omission of Babeland, that becomes available to Toys In Babeland from third parties without knowledge by Babeland of any breach of fiduciary duty, or that Babeland had in its possession prior to the date of this Agreement.

Babeland does not collect information about customer transactions, other than what is passed to us through the installed tracking code and displayed on Your own transaction reports. Any information we receive is used solely for tracking and Commission payment purposes. Babeland reserves the right to be able to utilize this data in aggregate to analyze Service trends, monitor Service efficiencies, and perform such other analysis as Babeland deems appropriate.

Ownership and Licenses

You, the Affiliate, are granted a non-exclusive, limited, revocable right to use Toys In Babeland provided trademarks and banners. All images, technology and content provided for Your use is and shall remain the sole property of the Toys In Babeland, and no part thereof shall be deemed assigned or licensed to You except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, tradenames and service marks related to the foregoing shall remain the Toys In Babeland's sole property, including rights in and to any derivatives thereof. You may not modify the trademarks, banners, the content or any of the images provided to You in any way.

All images, technology and content provided to You by a Babeland is and shall remain the Babeland's sole property and no part thereof shall be deemed assigned or licensed to You except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, trade names and service marks related to the foregoing shall remain the  Babeland's sole property, including rights in and to any derivatives thereof. You may not modify the Babeland's trademarks, banners, the content or any of the provided images in any way. You shall use the marks exactly in conformance with the Babeland's trademark usage policies as communicated to You from time to time. Babeland may immediately terminate Your license to use the marks if  Babeland reasonably believes that such use dilutes, tarnishes or blurs the value of their marks. You acknowledges that Your use of the marks will not create in You, nor will You represent that You have, any right, title or interest in or to the marks other than the license granted by the Babeland above. You will not challenge the validity of or attempt to register any of the marks or Your interest therein as a licensee, nor will You adopt any derivative or confusingly similar names, brands or marks or create any combination marks with the marks. You acknowledge the Babeland's ownership and exclusive right to use the marks and agree that all goodwill arising as a result of the use of the marks shall inure to the benefit of theBabeland.

Representations

Babeland makes no representations whatsoever about any other Web site which You may access through the Service. In addition, a link to a non-Babeland Web site does not mean that Babeland endorses or accepts any responsibility for the content or the use of such Web site.

Nonassignability

Affiliate or Babeland may assign this Agreement to any successor or affiliate upon notice to the other party and mutual agreement between both parties.

Force Majeure

Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party.

Jurisdictional Issues

Information  Babeland publishes on the Service may contain references or cross references to Babeland's programs or services that are not announced or available in Your jurisdiction. Such references do not imply that  Babeland intends to announce such programs or services in Your jurisdiction. Except as described otherwise, all materials on the Service's site are made available only to provide information about Babeland. Babeland controls and operates its site from its offices in the United States of America and makes no representations or warranties that these materials are appropriate or available for use in other locations, and access to them from territories where their contents are illegal is prohibited. If You use Babeland's site from other locations, You are responsible for compliance with applicable local laws. This Agreement shall be governed by Washington State and USA law (except for conflict of law provisions). The exclusive forum for any actions brought in connection with this Agreement shall be in the state and federal courts in and for the State of Washington, USA and You consent to such jurisdiction. The application of the United Nations Convention on the International Sale of Goods is expressly excluded.

Miscellaneous

This Agreement represents the complete agreement concerning this license and may be amended only by a writing executed by both parties. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN, AND NOT THOSE IN YOUR PURCHASE ORDER. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable.

I don't agree to the Service Agreement.