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This Personal Affiliate Program Operating Agreement (“Operating Agreement”) contains the terms and conditions that govern your participation in the MiniInTheBox Personal Affiliate Program (the “Program”). “We”, “us”, or“our” means Light In The Box Limited or any of its affiliate companies (excluding those that sell retail products), as the case may be.“You”or“your” means the applicant. A “site”means a website. “MiniInTheBox Site” means the lightinthebox.com site. “Your site”means any site(s) and any software application(s) that you link to the MiniInTheBox Site.
BY CHECKING THE BOX INDICATING THAT YOU AGREE TO THE TERMS AND CONDITIONS OF THIS OPERATING AGREEMENT, OR BY CONTINUING TO PARTICIPATE IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE, REVISED OPERATING AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE LIGHTINTHEBOX.com SITE, YOU (A) AGREE TO BE BOUND BY THIS OPERATING AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS OPERATING AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G. YOU ARE NOT A MINOR) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS OPERATING AGREEMENT. IN ADDITION, IF THIS OPERATING AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS OPERATING AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS OPERATING AGREEMENT.
1. Description of the Program
The purpose of the Program is to permit you to advertise Products on your site and to earn commission for Qualifying Purchases (defined in Section 7) made by your end users. A “Product” is any item sold on the MiniInTheBox Site. Product may also include certain services, if any, expressly included in Section 8 of this Operating Agreement. In order to facilitate your advertisement of Products, we may make available to you data, images, text, link formats, widgets, links, and other linking tools, and other information in connection with the Program ("Content"). Content specifically excludes any data, images, text, or other information or content relating to products offered on any site other than the MiniInTheBox Site.
To begin the enrollment process, you must submit a complete and accurate Program application. You must identify your site in your application. We will evaluate your application and notify you of its acceptance or rejection. We may reject your application if we determine that your site is unsuitable. Unsuitable sites include those that:
(a) Promote or contain sexually explicit materials;
(b) Promote violence or contain violent materials;
(c) Promote or contain libelous or defamatory materials;
(d) Promote discrimination, or employ discriminatory practices, based on race, sex, religion, nationality, disability, sexual orientation, or age;
(e) Promote or undertake illegal activities;
(f) Include any trademark of MiniInTheBox or its affiliates, or a variant or misspelling of a trademark of MiniInTheBox or its affiliates, in any domain name – for example, a domain name such as <lightnthebox.com>, <ligtinthebox.com>,would be unsuitable;
(g) Otherwise violate intellectual property rights.
If we reject your application, you are welcome to reapply at any time. However, if we accept your application and we later determine that your site is unsuitable, we may terminate this Operating Agreement.
You will ensure that the information in your Program application and otherwise affiliated with your account, including your email address and other contact information and identification of your site, is at all times complete, accurate, and up-to-date. We may send notifications (if any), approvals (if any), and other communications relating to the Program and this Operating Agreement to the email address then-currently affiliate with your Program account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address affiliated with your account is no longer current.
3. Links on Your Site
After you have been notified that you have been accepted into the Program, you may display Special Links on your site. “Special Links” are links to the MiniInTheBox Site that you place on your site in accordance with this Operating Agreement that properly utilize the special “tagged” link formats we provide. Special Links permit accurate tracking, reporting, and accrual of commission.
You may earn commission only as described in Section 7 and only with respect to activity on the MiniInTheBox Site occurring directly through Special Links. We will have no obligation to pay you commission if you fail to properly format the links on your site to the MiniInTheBox Site as Special Links, including to the extent that such failure may result in any reduction of commission amounts that would otherwise be paid to you under this Operating Agreement.
4. Program Requirements
By participating in the Program, you agree that you will comply with the Affiliates Program Participation Requirements and all pages, schedules, policies, guidelines, and other documents and materials referenced in this Operating Agreement (collectively, “Operational Documentation”).
You will provide us with any information that we request to verify your compliance with this Operating Agreement or any Operational Documentation. If we determine that you have not complied with any requirement or restriction described on the Affiliates Program Participation Requirements page or any other Operational Documentation or that you have otherwise violated this Operating Agreement, we may (in addition to any other rights or remedies available to us) withhold any commission payable to you under this Operating Agreement, terminate this Operating Agreement, or both.
In addition, you hereby consent to us:
5. Responsibility for Your Site
You will be solely responsible for your site, including its development, operation, and maintenance and all materials that appear on or within it. For example, you will be solely responsible for:
We will have no liability for these matters or for any of your end users’ claims relating to these matters, and you agree to defend, indemnify, and hold us, our affiliates and licensors, and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) relating to (a) your site or any materials that appear on your site, including the combination of your site or those materials with other applications, content, or processes; (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of your site or any materials that appear on or within your site, and all other matters described in this Section 5; (c) your use of any Content, whether or not such use is authorized by or violates this Operating Agreement, any Operational Documentation, or applicable law; (d) your violation of any term or condition of this Operating Agreement; (e) your or your employees' negligence or willful misconduct.
6. Order Processing
We will process Product orders placed by customers who follow Special Links from your site to the MiniInTheBox Site. We reserve the right to reject orders that do not comply with any requirements on the MiniInTheBox Site, as they may be updated from time to time. We will track Qualifying Purchases (defined in Section 7) for reporting and commission accrual purposes and will make available to you reports summarizing those Qualifying Purchases.
7. Commission Accrual
We will pay you commission on Qualifying Purchases in accordance with Section 8. Subject to the exclusions set forth below, a “Qualifying Purchase” occurs when
(i) adds a Product to his or her shopping cart and places the order for that Product no later than 45 days following the customer’s initial click-through,
(ii) purchases a Product via our shopping chart; and
Qualifying Purchases exclude, and we will not pay commission on any of, the following:
“Prohibited Paid Search Placement” means an advertisement that you purchased through bidding on keywords, search terms, or other identifiers (including Proprietary Terms) or other participation in keyword auctions. “Proprietary Term” means keywords, search terms, or other identifiers that include the word “Light In The Box” “Mini In The box” or any other trademark of MiniInTheBox or its affiliates, or variations or misspellin gs of any of those words (e.g. , “light in the box” “light in a box” and any other terms with the word Light In The Box, its misspellings or derivations). “Redirecting Link” means a link that sends users indirectly to the MiniInTheBox Site via an intermediate site or webpage and without requiring the user to click on a link or take some other affirmative action on that intermediate site or webpage. “Search Engine” means Google, Yahoo, Bing, or any other search engine, portal, sponsored advertising service, or other search or referral service, or any site that participates in any of their respective networks.
MiniInTheBox.com will pay you commission on Qualifying Purchases. When customers come to MiniInTheBox.com from your link and make any purchase within 3 days, a commission will be rewarded to you based on the amount of the order. The more customers you recommend to MiniInTheBox.com, the more commission you will receive. MiniInTheBox.com offers a variable commission rate which changes from time to time. Most commission earnings are calculated as a percentage of Qualifying Revenues based on this commission rate. MiniInTheBox.com may also offer commission in the form of bonuses or other special offers as described in the “Special Offers and Promotions” section below. “Qualifying Revenues” is defined as the amount that MiniInTheBox.com receives from customers’ Qualifying Purchases, excluding shipping, handling, gift-wrapping fees, taxes, service charges, rebates, credit card processing fees, returns, and/or bad debt.
Commission will be disbursed based on Qualifying Purchases shipped in a given 30-day pay period. You will receive your payment for a given pay period 60-75 days after the close of that pay period, if your commission has reached a minimum of US$100 for that pay period. The pay date will be the 15th of each month. There may be a processing delay of up to 2 days.On the 15th of each month, MiniInTheBox.com will create a payment report in your account for commissions accumulated up to the 14th of that month, provided that your payment information is complete and correct and your account balance exceeds the required minimum account balance of US$100. Accrued commission totals that do not meet or exceed US$100 by the end of a given pay period will carry over to the next pay period until the US$100 minimum requirement for commission disbursement is met. Commission will be disbursed via Paypal. If you have not provided your Paypal account number, MiniInTheBox.com will withhold any unpaid accrued commissions until you have done so. MiniInTheBox.com will issue the commission amount included in the payment report on the 15th of each month to your account. Due to processing delays, payment may be delayed for a maximum of 2 business days. The number or amount of transactions, credits for payments, as we calculate it, shall be final and binding.
Form of Payment
Payments will be paid in US$ to you via a verified PayPal account. The conversion rate will be determined in accordance with our operating standards, using the rates prevailing on the date the payment report is issued.
MiniInTheBox.com will make all commercially reasonable efforts to pay out any positive balance that is due to you. In certain circumstances, it may be impossible for MiniInTheBox.com to pay you because, based on our records, for a period of 12 months or more:
(i) Your account has been inactive, meaning that you have not logged into your account or you have not accepted funds, payments or other amounts that we have attempted to pay or deliver to you; or
(ii) We have been unable to reach you, or have not received adequate payment instructions from you, after contacting you at the email address shown in our records; or
(iii) You have not generated the minimum commission amount (US$100) to qualify for payment. In these circumstances, we may, without further notice to you, turn the unpaid or undelivered amounts over to the eligible state, in accordance with applicable laws.
Non-Payment, Withholding, Reversal and Chargebacks
9. Policies and Pricing
Customers who buy products through this Program are our customers with respect to all activities they undertake in connection with the Lightinthebox Site. Accordingly, as between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on the MiniInTheBox Site will apply to those customers, and we may change them at any time.
10. Identifying Yourself as an Affiliate
You will not issue any press release or make any other public communication with respect to this Operating Agreement, your use of the Content, or your participation in the Program. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to any charity or other cause), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Operating Agreement. You must, however, clearly state the following on your site: “[Insert your name] is a participant in the MiniInTheBox Affiliates Program, an affiliate advertising program designed to provide a means for sites to earn fees by advertising and linking to [insert the applicable site name (Lightinthebox.com).”
11. Limited License
Subject to the terms of this Operating Agreement and solely for the limited purposes of advertising Products on, and directing end users to, the MiniInTheBox Site in connection with the Program, we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to (a) copy and display the Content solely on your site; and (b) use only those of our trademarks and logos that we may make available to you as part of Content.
The license set forth in this Section 11 will immediately and automatically terminate if at any time you do not timely comply with any obligation under this Operating Agreement or any Operational Documentation, or otherwise upon termination of this Operating Agreement. In addition, we may terminate the license set forth in this Section 11 in whole or in part upon written notice to you. You will promptly remove from your site and delete or otherwise destroy all of the Content and MiniInTheBox Marks with respect to which the license set forth in this Section 11 is terminated or as we may otherwise request from time to time.
12. Reservation of Rights; Submissions
Other than the limited licenses expressly set forth in Section 11, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to, and you do not, by virtue of this Operating Agreement or otherwise, acquire any ownership interest or rights in or to, the Program, Special Links, link formats, Content, any domain name owned or operated by us or our affiliates, Operational Documentation, our and our affiliates’ trademarks and logos, and any other intellectual property and technology that we provide or use in connection with the Program. If you provide us or any of our affiliates with suggestions, reviews, modifications, data, images, text, or other information or content about a product or in connection with this Operating Agreement, any Content, or your participation in the Program, or if you modify any Content in any way, (collectively, “Your Submission”), you hereby irrevocably assign to us all right, title, and interest in and to Your Submission and grant us (even if you have designated Your Submission as confidential) a perpetual, paid-up royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to (a) use, reproduce, perform, display, and distribute Your Submission in any manner; (b) adapt, modify, re-format, and create derivative works of Your Submission for any purpose; (c) use and publish your name in the form of a credit in conjunction with Your Submission (however, we will not have any obligation to do so); and (d) sublicense the foregoing rights to any other person or entity. Additionally, you hereby warrant that: (y) Your Submission is your original work, or you obtained Your Submission in a lawful manner; and (z) our and our sub-licensees’ exercise of rights under the license above will not violate any person’s or entity’s rights, including any copyright rights. You agree to provide us such assistance as we may require to document, perfect, or maintain our rights in and to Your Submission.
13. Compliance with Laws
In connection with your participation in the Program you will comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you. The execution, effectiveness, interpretation and performance of the Operating Agreement and the settlement of disputes hereunder shall be governed by the Law of the People's Republic of China.
14. Term and Termination
The term of this Operating Agreement will begin upon our acceptance of your Program application and will end when terminated by either you or us. Either you or we may terminate this Operating Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon any termination of this Operating Agreement, any and all licenses you have with respect to Content will automatically terminate and you will immediately stop using the Content and MiniInTheBox Marks and promptly remove from your site and delete or otherwise destroy all links to the MiniInTheBox Site, all MiniInTheBox Marks, all other Content, and any other materials provided or made available by or on behalf of us to you under this Operating Agreement or otherwise in connection with the Program. We may withhold accrued unpaid commission for a reasonable period of time following termination to ensure that the correct amount is paid (e.g., to account for any cancelations or returns). Upon any termination of this Operating Agreement, all rights and obligations of the parties will be extinguished, except that the rights and obligations of the parties under Sections 5, 9, 10, 12, 13, 14, 16, 17, 18, 19, and 20, together with any accrued but unpaid payment obligations of us under this Operating Agreement, will survive the termination of this Operating Agreement. No termination of this Operating Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Operating Agreement prior to termination.
We may modify any of the terms and conditions contained in this Operating Agreement at any time and in our sole discretion by posting a change notice, revised agreement, or revised Operational Documentation on the Lightinthebox.com site. Modifications may include, for example, changes to the Affiliates Program Commission, Affiliates Program Participation Requirements, payment procedures, and other Program requirements. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS OPERATING AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE, REVISED OPERATING AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE LIGHTINTHEBOX.COM SITE WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.
16. Relationship of Parties
You and we are independent contractors, and nothing in this Operating Agreement or the Operational Documentation will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates’ behalf. You will not make any statement, whether on your site or otherwise, that contradicts or may contradict anything in this section. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Operating Agreement, you will be deemed to have taken the action yourself.
17. Limitation of Liability
WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS OPERATING AGREEMENT, THE PROGRAM, OPERATIONAL DOCUMENTATION, THE LIGHTINTHEBOX SITE, OR THE SERVICE OFFERINGS (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS OPERATING AGREEMENT, THE PROGRAM, THE LIGHTINTHEBOX SITE, AND THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL COMMISSION PAID OR PAYABLE TO YOU UNDER THIS OPERATING AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.
THE PROGRAM, THE LIGHTINTHEBOX SITE, ANY PRODUCTS AND SERVICES OFFERED ON THE LIGHTINTHEBOX SITE, ANY SPECIAL LINKS, LINK FORMATS, OPERATIONAL DOCUMENTATION, CONTENT, LIGHTINTHEBOX.com DOMAIN NAME,OUR AND OUR AFFILIATES’ TRADEMARKS AND LOGOS,AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE "SERVICE OFFERINGS") ARE PROVIDED "AS IS." NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE PROGRAM, CONTENT, OPERATIONAL DOCUMENTATION, THE LIGHTINTHEBOX SITE, OR THE AFFILIATE-PROGRAM. LIGHTINTHEBOX.SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS OPERATING AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS OPERATING AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OF THIS OPERATING AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM.
Any dispute relating in any way to the Program or this Operating Agreement will be resolved by binding arbitration, rather than in court. Where the parties fail to settle a dispute within 30 days after such dispute occurs, they agree to submit such dispute to Hong Kong International Arbitration Center (the “HKIAC”) for arbitration which shall be conducted in accordance with the Commission's arbitration rules in effect at the time of applying for arbitration. The arbitral awards are final and binding upon both parties.
You acknowledge and agree that we and our affiliates may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Operating Agreement or operate sites that are similar to or compete with your site. You may not assign this Operating Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Operating 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 Operating Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Operating Agreement. Whenever used in this Operating Agreement, the terms “include(s),” “including,” “e.g. ,” and “for example” mean, respectively, “include(s), without limitation,” “including, without limitation,” “e.g. , without limitation,” and “for example, without limitation. ” Any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this Operating Agreement, may be made, taken, or given in our sole discretion.