In the context of this Agreement, You are referred to herein as
an Affiliate. You agree not to:
operate or utilize a Web site or e-mail Link to Web sites that contain
or promote any illegal good or service, or Link to a Web site(s) that
do so; and/or
(b) engage in spamming, indiscriminate advertising or unsolicited commercial
Hell may deem inappropriate based upon the foregoing, and/or on reasonable
Internet business standards as they may evolve, any Web site or content
that You make available to Visitors through e-mail, and provide You
with notice that You are in breach of this Section 1 (with the opportunity
to cure in accordance with Section 5.2 below, except if Your Web site,
e-mail content and/or business activity is illegal). Any suspected fraudulent,
abusive or otherwise illegal content or activity by You on Your Web
site or in Your subscription e-mails is grounds for immediate termination
of this Agreement or deactivation of "Your Account" without prior notice
by T-Shirt Hell and referral to the appropriate law enforcement agencies.
T-Shirt Hell may not review all content on Your Web site or in Your
subscription e-mails. You shall remain solely responsible for Your Web
site and subscription e-mail content. T-Shirt Hell is, under no circumstances,
responsible for the practices of any Affiliate or such Affiliate’s Web
site(s) and/or the content that T-Shirt Hell makes available through
the T-Shirt Hell.com website and/or the content of Affiliates’ subscription
to T-Shirt Hell. Upon approval by T-Shirt Hell for acceptance into
its Program, You may post Links from Your Web site or subscription e-mails
to T-Shirt Hell's Web site or Web site content at Your discretion in
accordance with this Agreement. If such Links are not dynamically updated
through the T-Shirt Hell.com website, You are obligated to update Links
to T-Shirt Hell's Web site or Web site content when notified to do so
in order to earn Payouts.
You may not use the following methods to advertise:
* Google AdWords, AdSense, or any other "pay per click" networks such as Yahoo or MSN
to advertise directly to our website. You may use pay per click networks to advertise your own website,
then link to T-Shirt Hell using another linking method from your website, but the ad verbage can not
include "T-Shirt Hell" or anything that resembles or implies our company name.
* Coupon, deals or discount websites or lists, which imply that by the user clicking on
a link they will be getting a discount in some way (even if you remove all "coupon, discount, or deal" verbage from the
listing you create for T-Shirt Hell).
from Advertiser's Program/Campaign. After You have been approved by T-Shirt Hell, T-Shirt
Hell may terminate You from it's Affiliate Program or a Campaign at their sole discretion.
While T-Shirt Hell reserves the right to terminate you from it's Affiliate Program at will,
you will always be terminated for any of the following material breaches:
(a) the use of Google AdWords or Google AdSense;
of an illegal business through such Web site and/or subscription e-mail
(c) engaging in any illegal activity of any type, including but not
limited to displaying illegal content on its Web Site and/or in its
subscription e-mails or offering any illegal good or service through
its Web Site and/or subscription e-mails;
(d) engaging in indiscriminate or unsolicited commercial advertising
(e) placing Links to a Your Web site in newsgroups, message boards,
unsolicited e-mail and other types of spam, banner networks, counters,
chatrooms, guestbooks, IRC channels or through similar Internet resources;
(f) breach of the licensing provisions of this Agreement;
(g) breach of any other intellectual property right provision of this
Agreement or other of common law intellectual property rights of Advertiser;
(h) diluting, blurring or tarnishing the value of Advertiser's trademarks,
tradenames, and/or service marks.
inactivity for 30 days or more (or inactivity for 7 or more days immediately
T-Shirt Hell shall provide You with access to tracking, reporting and
support services. Critical information shall be tracked through the
Tracking Code regarding Transactions that result directly from Links
placed by You through the T-Shirt Hell.com website to Your Web site
or subscription e-mail. You shall be able to produce informational reports
and analyses through the T-Shirt Hell.com website. Tracking details
regarding Visitor Transactions for all Advertisers is available on a
real-time basis. T-Shirt Hell may make available, at fees that T-Shirt
Hell shall publish from time-to-time, enhanced reporting capabilities
and other services that are not included in the standard service.
Payout Rate. T-Shirt Hell shall establish through the T-Shirt Hell.com
website a Payout rate for a qualifying Transaction for each of T-Shirt
Hell's Campaigns. Your Account will be credited with each Payout in
accordance with T-Shirt Hell's Campaign Payout rate for the relevant
Campaign for each such Visitor action resulting directly from Links
from each of Your or Your Sub-Affiliate's Web sites or subscription
e-mail to the T-Shirt Hell Web site or Web site content.
If on the last day of the month Your Account exceeds T-Shirt Hell's
"Minimum Balance Amount", as set by T-Shirt Hell (currently US $50),
for Transactions reported for the previous month, T-Shirt Hell will
issue to You any positive balance in Your Account. If you do not meet
the minimum balance necessary to receive a payment, your balance will
be carried forward to the next month and so forth until you reach the
minimum balance necessary.
(including disputes) regarding Payouts and/or payment should be directed
in the first instance to: [email protected]
Chargebacks. T-Shirt Hell may request, or T-Shirt Hell may on its
own initiative, debit Your Account with an amount equal to a Payout
previously credited to Your Account in circumstances of a: product return;
duplicate entry or other clear error; non-bona fide Transaction where
there is no Affiliate failure to comply with this Agreement; or, with
respect to a sale, non-receipt of payment from, or refund of payment
to, the Visitor by T-Shirt Hell ("Chargeback"). Chargebacks requested
by T-Shirt Hell in accordance with the preceding sentence may be applied
up to and including the 60th day after the end of the month in which
the Payout was earned ("Chargeback Period"). T-Shirt Hell may apply
at any time Chargebacks for non-bona fide Transactions in circumstances
of Affiliate or Sub-Affiliate failure to comply with this Agreement
or T-Shirt Hell Service Agreement.
Challenge to Intellectual Property. T-Shirt Hell acknowledges that
it obtains no proprietary rights in Your Content, and agrees not to
challenge Your proprietary rights to the Content unless and until this
Agreement is terminated. You acknowledge that You obtain no proprietary
rights in T-Shirt Hell's Content, patents, and patent applications,
and agree not to challenge T-Shirt Hell's proprietary rights in T-Shirt
Hell's patents and patent applications, and, with respect to the Content
until this Agreement is terminated.
agree that all goodwill arising as a result of the licensor's Intellectual
Property shall inure to the benefit of the licensor, and that all non-licensed/or
sublicense proprietary rights in the Intellectual Property remain with
the licensor. Licensees/sub-licensees shall not adopt any names, trademarks,
service marks or domain names that are confusingly similar to, or in
combination with any of licensor's tradenames, trademarks, service marks
and/or domain names..
and Notices. This Agreement shall commence upon Your indication
that You have accepted this Agreement by ‘clicking through’ the acceptance
button on the affiliate sign up page, and, subject to Section 5.2, shall
last until terminated in accordance with the terms of this Agreement.
Except as provided elsewhere herein, both parties must send all notices
relating to this Agreement via e- mail with the subject line of "IMPORTANT
LEGAL NOTICE", to: (a) for T-Shirt Hell, "address",
and, (b) for You, at the e-mail address listed on Your Account. E-mailed
notices shall be effective upon the logging by sender’s server of delivery
confirmation. Your Account may be closed and T-Shirt Hell may terminate
this Agreement if Your Account has not been logged into and/or there
have been no Transactions credited to Your Account for any 90 day period.
Deactivation and Termination. This Agreement may be terminated by
Affiliate upon 30 days notice, or by a non-breaching party if a breaching
party fails to remedy a breach of this Agreement within 30 days' written
notice, except in where no opportunity to cure is required to be extended
(as specified herein). Your Account may be deactivated in accordance
with Sections 1, 2.2, 2.3, 3.5, 4 or other material breach of this Agreement
pending termination or cure of Your breach. If this Agreement is terminated
for Your breach, You shall not be eligible to enter into a new click-on
Affiliate Marketing agreement with T-Shirt Hell, and any attempt to
do so shall be null and void.
of this Agreement, an outstanding credit balance shall be paid by T-Shirt
Hell to You within 90 days of the termination date, and an outstanding
debit balance shall be paid by You to T-Shirt Hell within 30 days of
termination of this Agreement, subject to amounts equivalent to pending
for Chargebacks (that shall be paid promptly if and when T-Shirt Hell
has been able to verify that no Chargeback is applicable). Upon termination
of this Agreement, any license or sublicense granted under this Agreement
will terminate, and the licensee/sub-licensee must immediately destroy
or delete all physical and electronic copies of the Intellectual Property
and the Confidential Information to be removed, and, in the case of
termination, Links to T-Shirt Hell to be removed. Upon termination of
this Agreement, or in case of deactivation of Your Account pursuant
to the terms of this Agreement, You shall no longer accrue Payouts in
Your Account for subsequent sales and/or Leads.
to the T-Shirt Hell.com website. This Agreement, including the Introduction,
contains the entire understanding and agreement of the parties and there
have been no promises, representations, agreements, warranties or undertakings
by either of the parties, either oral or written, except as stated in
this Agreement. This Agreement may only be altered, amended or modified
by an instrument that is assented to by each party to this Agreement
by verifiable means, including without limitation by written instrument
signed by the parties or through a "click through" acknowledgement of
assent. Notwithstanding the foregoing, T-Shirt Hell shall have the right
to change, modify or amend ("Change") this Agreement, in whole or in
part, by notifying You of such Change, by e-mail, at least 7 days prior
to the effective date of such Change; provided however that either party
shall have the right to terminate this Agreement pursuant to Section
5.2 in event that You do not agree to such Change.
Operations. Each party will make reasonable commercial efforts to
keep its Web site operational during normal business hours. However,
the parties agree that it is normal to have a certain amount of system
downtime and agree not to hold each other or Your Advertisers liable
for any of the consequences of such interruptions.
and Compliance with Laws. Each party represents and warrants to
the other party as to itself that the person executing this Agreement
is authorized to do so on such party's behalf. Each party is responsible
for compliance with the applicable local laws in the jurisdiction from
which it operates and represents and warrants such compliance. Each
party represents and warrants that the party shall have all appropriate
authority and rights to grant the licenses hereunder, and that to the
party's knowledge the licenses, and in the case of T-Shirt Hell, the
technology that T-Shirt Hell utilizes for the T-Shirt Hell.com website,
do(es) not infringe a third party's (or the other party's) intellectual
of Liabilities. WITH THE EXCEPTION OF A PARTY'S INDEMNIFICATION
OBLIGATIONS, ANY LIABILITY OF A PARTY UNDER THIS AGREEMENT SHALL BE
LIMITED TO THE TOTAL OF YOUR PAYOUTS PAID AND PAYABLE TO YOU BY T-SHIRT
HELL, INC. AND INTEREST PAID AND PAYABLE BY YOU TO T-SHIRT HELL, INC.
DURING THE TERM OF THIS AGREEMENT. NEITHER PARTY SHALL BE LIABLE TO
THE OTHER PARTY FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL,
OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL,
LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA,
EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.
of Warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE
LAW, BOTH PARTIES DISCLAIM ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO, (A) MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, (B) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS,
(C) THAT A PARTY'S SECURITY METHODS EMPLOYED WILL BE SUFFICIENT, (D)
REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY, OR (D) AGAINST INTERFERENCE
WITH ENJOYMENT OF A PARTY'S "INFORMATION" (WEB SITE). ALL 'INFORMATION'
AND 'COMPUTER PROGRAMS' PROVIDED IN THE COURSE OF THIS AGREEMENT ARE
PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY,
PERFORMANCE, ACCURACY, AND EFFORT IS WITH THE USER.
of the Bargain. THE PROVISIONS OF THIS SECTION 9 ARE AN ESSENTIAL
ELEMENT OF THE BENEFIT OF THE BARGAIN REFLECTED IN THIS AGREEMENT.
Each party ("indemnitor") shall defend, indemnify and hold the other
party ("indemnitee") harmless against all claims, suits, costs, damages
and judgments incurred, claimed or sustained by third parties, including
but not limited to Advertisers, for the indemnitor's breach of this
Agreement and for claims of product liability and/or malpractice or
misfeasance in the performance of services ("Claims"). Should any Claim
give rise to a duty of indemnification under the provisions of this
Agreement, then the indemnitee shall promptly notify the indemnitor,
and the indemnitee shall be entitled, at its own expense, and upon reasonable
notice to the indemnitor, to participate in, control the defense, compromise
and to defend such Claim. The indemnitor may not settle any claim without
the consent of the indemnitee, except upon terms and conditions offered
or consented to by the indemnitee, which consent shall not be unreasonably
withheld. Neither participation nor control in the defense shall waive
or reduce any obligations to indemnify or hold harmless.
of Parties/Third Party Rights. The relationships of the parties
to this Agreement shall be solely that of independent contractors, and
nothing contained in this Agreement shall be construed otherwise. Nothing
in this Agreement or in the business or dealings between the parties
shall be construed to make them joint venturers or partners with each
other. Neither party shall do anything to suggest to third parties that
the relationship between the parties is anything other than that of
independent contractor. You agree that Your rights under T-Shirt Hell's
Advertiser Service Agreement do not exceed T-Shirt Hell's duties, as
Your rights are limited by any defenses, claims and rights T-Shirt Hell
of Law/Attorneys Fees. This Agreement is governed by the laws of
the State of Nevada (USA), except for its conflict of law provisions.
The exclusive forum for any actions related to this Agreement shall
be in the state courts in Carson City, Nevada. You consent to such venue
and jurisdiction. The application of the United Nations Convention on
the International Sale of Goods is expressly excluded. A party that
primarily prevails in an action brought under this Agreement is entitled
to recover from the other party its reasonable attorneys fees and costs.
T-Shirt Hell controls and operates its Web site from its offices in
the U.S.A. and access or use where illegal is prohibited.
Majeure. Neither party shall be liable by reason of any failure
or delay in the performance of its obligations hereunder for any cause
beyond the reasonable control of such party, including but not limited
to electrical outages, failure of Internet service providers, riots,
insurrection, war (or similar), fires, flood, earthquakes, explosions,
and other acts of God.
If any provision of this Agreement is held by any court of competent
jurisdiction to be illegal, null or void or against public policy, the
remaining provisions of this Agreement shall remain in full force and
effect. The parties shall in good faith attempt to modify any invalidated
provision to carry out the stated intentions in this Agreement. The
waiver of any breach of any provision under this Agreement by any party
shall not be deemed to be a waiver of any preceding or subsequent breach,
nor shall any waiver constitute a continuing waiver.
and Acknowledgement. Neither party may assign this Agreement without
the prior express written permission of the other party. Your use of
the T-Shirt Hell.com website is irrefutable acknowledgement by You that
You have read, understood and agreed to each and every term and provision
of this Agreement. T-Shirt Hell may establish from time to time rules
and regulations regarding use of the T-Shirt Hell.com website as published
on the T-Shirt Hell.com website and are incorporated herein.
ARE AN INDIVIDUAL, YOU REPRESENT AND WARRANT THAT YOU WERE AT LEAST
18 YEARS OF AGE ON THE EFFECTIVE DATE OF THIS AGREEMENT.
For questions regarding this agreement e-mail us HERE