Specialgifts.com Affiliate Program
Terms & Conditions
IMPORTANT: Please read the following carefully
before agreeing to participate in the specialgifts.com
affiliate program (the "affiliate program"). Your
participation in the affiliate program is conditioned
upon your acceptance of all the terms and conditions
contained in this agreement. By selecting the "I agree
to terms: sign me" link at the bottom of the online
application, you are entering into a legal agreement
with specialgifts.com, formally indicating your
acceptance of the terms and conditions contained in this
agreement and you agree to be bound by the terms and
conditions of this agreement. If you do not accept the
terms of this agreement, do not select the "I agree to
terms: sign me" link at the bottom of the online
This Agreement contains the terms and conditions of
the specialgifts.com Affiliate Program.
2. Definitions of Terms Used
(a) "we" or "us", "our" or "merchant" shall mean
specialgifts.com and ICBS, Inc.,
(b) "you", "your", "partner", or "Referral Partner"
shall mean you, the applicant applying to participate in
the Affiliate Program, and upon our acceptance of your
application, the Affiliate,
(c) "our Web site" shall mean the specialgifts.com Web
site currently located at http://www.specialgifts.com.
We may extend this offer to other websites owned by
ICBS, Inc. with mutual agreement,
(d) "SpecialGifts.com" refers to web properties owned by
ICBS, Inc. DBA SpecialGifts.com and other applicable
(e) "your Web site" shall mean the World Wide Web site
from which you will link to our Web site(s),
(f) "User" shall mean a customer who links from your Web
site to our Web site,
(g) "Products" shall mean any merchandise offered for
sale by us on our Web site. It does not include items
offered for sale by third parties on our Web site,
(h) "Affiliate" shall mean a party accepted as a member
of the Affiliate Program,
(i) "Affiliate Site" shall mean an Affiliate Web site
that has been accepted as an Affiliate of
(j) "Link", "Links" or "Referral Link" shall mean text
links, banner advertisements, buttons, or other
hyperlinks that hyperlink to the specialgifts.com or
other websites as defined in (e) above. The hyperlink
may be directed or linked to selected pages, typically
with a .asp extension, containing the specialgifts.com
logo or other approved logos.
2. Program Enrollment
To enroll in the specialgifts.com Affiliate Program,
(a) complete our Online Application and
(b) accept the terms and conditions of this Agreement.
You accept the terms of this Agreement by clicking the
"I Agree To Terms: Sign Me" link at the bottom of the
After receiving your completed Online Application, we
will review it in good faith and inform you within 10
business days of whether or not you have been accepted
as an Affiliate. We reserve the right to accept or
reject Affiliates at our sole discretion. We may reject
your application if we determine, at our sole
discretion, that your Web site is inappropriate or
objectionable. Web sites that are objectionable or
inappropriate include (but not limited to) sites that:
- Promote violence
- Are libelous, disparaging or defamatory
- Promote illegal activities
- Promote discrimination based on age, disability,
nationality, race, religion, sex or sexual
- Contain little or no original content
- Contain images that are sexually explicit,
obscene, harmful, or harassing
- Contain otherwise objectionable material
- Incorporate materials that infringe upon
copyright, trademark or other intellectual property
We will accept only affiliates whose standards of
quality, service and goodwill are determined, at our
sole discretion, comparable to our own high standards.
If we reject your application, you may not participate
in the Affiliate Program. You may reapply to be an
Affiliate at any time after correcting the objections we
If your Web site is accepted, you will be eligible to
link specialgifts.com Graphics to your Web site.
We reserve the right at our sole discretion to reject an
Affiliate application even after we have communicated
acceptance to you or may remove an Affiliate from the
Affiliate Program at any time for any reason.
3. Linking Requirements
You will be issued a "Referral Link", or unique URL,
which allows SpecialGifts.com to identify visitors from
your Web site as originating from you. These visitors
are tracked using "cookies". SpecialGifts.com will be
able to identify the visitor as originating from you.
You may remove or add your link from your page to the
SpecialGifts.com Web site at any time without
permission. To receive Commissions, you must use the
provided referral link.
The link may be a textual or image link. Referral
Partner is solely responsible for insuring that their
Referral link is setup properly on their Web site. All
other methods such as "blind links" or "auto-loads" will
be considered theft of SpecialGifts.com bandwidth and
will result in termination of your account with a
cancellation of any pending commissions.
No Link or Links on your Web site shall in any way
modify the look, feel and/or functionality of our Web
site. We reserve the right to monitor your Web site at
any and at all times to make certain that you are in
compliance with the terms and conditions of this
SpecialGifts.com reserves all rights to its trademarks,
service marks, and tag line. All contents of the website
is copyrighted by specialgifts.com, Holisticonline.com,
and ICBS, Inc.
We are not responsible for ensuring that your Web site
contains proper Links and/or linking to the
specialgifts.com Web site to ensure that accurate
tracking, reporting and sales accrual can occur. You are
responsible for making certain that the Links between
your Web site and our Web site are formatted properly.
You shall be fully responsible for all content, links
and activities conducted on your Web site. We disclaim
all liabilities related to such matters.
4. Order Processing
All orders, customer service and fulfillment of such
orders will be handled by and through specialgifts.com.
You may not take orders, perform customer service or
deliver Products on our behalf. We will process orders
from any Users directed by you through your Web site,
but we reserve the right to reject any orders that do
not comply with any requirements that we may
periodically impose. We will be solely responsible for
all aspects of Product order processing and fulfillment,
including order entry, payment processing, shipping,
cancellations, returns and related customer service.
specialgifts.com will be responsible for tracking the
number of Products sold to Users who are directed from
your Web site to our Web site and will make available to
you unaudited reports, summarizing your sales activity.
The form, content and frequency of the reports may vary
from time to time in our sole discretion.
We reserve the right to change the prices of any or all
of our Products at any time in our sole discretion
without notice. We cannot ensure that if an order is
placed that any Product will be available to the User or
that a stated price for a Product will be accurate. We
do not honor misquoted prices.
All personal information regarding the User is the sole
and exclusive property of specialgifts.com and ICBS,
The Links and all User data collected pursuant to this
Agreement are, as between us and you, our property and
we own all right, title and interest in the Licensed
Trademarks and User data.
6. Fees and Commissions
SpecialGifts.com will pay the affiliate a commission for
each qualified sale identified by SpecialGifts.com as
made by a visitor from your Web site by using your
We will pay you on all net sales based on the amount of
net revenue achieved in a given month. The Commission
shall be equal to a percentage of the Net Sales of
Products purchased by a User utilizing the links between
your Web site and our Web site (the "Commission"). The
current Commission fee schedule may be viewed at
"Net Sales" shall mean the gross sale price of a
Product, excluding amounts collected by us for sales
taxes, duties, shipping, handling, gift wrapping, fraud,
charge-backs, exchanges, credit card processing fees,
taxes and similar charges.
The Referral Fees and the Commission rates are subject
to change at any time in our sole discretion without
notice. In order for you to generate a Referral Fee or
Commission, the User must follow a link from your Web
site to our site, purchase the product using our
automated ordering system, accept the delivery of the
Product at the shipping destination, remit full payment
to us and not cancel the order or return the Product to
us within our 60 day return period. We reserve the right
to change or modify our return policies at any time
without notice in our sole discretion.
Subsequent sales of referred customer will be credited
up to 60 days after initial referral.
Referral links that result in a sign up in
SpecialGifts.com affiliate program will receive 2% of
the net sale of it's referred individual's future
If a qualifying sale is canceled or refunded, the
related commission will be deducted from the next
You will not be eligible for a Referral Fee or
Commission under the following circumstances:
- A party comes to specialgifts.com through you and does
not purchase anything and then returns to
specialgifts.com via another Affiliate or partner at a
later date and then makes a purchase, the second
Affiliate or partner will receive the credit for the
- A party comes to specialgifts.com through your Web
site and returns more than 60 days later by entering our url directly, then you will not receive credit for that
- The User has prevented cookies from being saved on
his, her or its' hard drive.
- If a User to our Web site cannot be tracked by our
online ordering system for any reason.
- If a User to our Web site uses a gift
certificate for payment for the purchase. Since the
sale of the gift certificate was booked as a sale,
no additional commission can be credited for this
- A party comes to specialgifts.com through your Web
site but purchases using a "discount coupon" that
discounts their purchase and was not expressly given by
specialgifts.com for use by your Web site. You will not
receive credit for this purchase.
7. Payment of Referral Fee and Commissions.
Affiliate commission shall be paid by SpecialGifts.com
every 30 days, approximately 40 days after the end of
the prior period. Periods begin on the first of each
month and end on the last day of the month.
SpecialGifts.com reserves the right to modify the
payment schedule as long as the affiliates are informed.
If commission is less than 25.00 US dollars for a
particular period, SpecialGifts.com will hold payment
until commissions accumulate to at least 25.00 dollars.
All payments will be paid using Paypal, Google Payment,
Stormpay, or by company check in US dollars.
As required by U.S. Law, U.S. Residents will be required
to sign a W-9 form for the Internal Revenue Service
before SpecialGifts.com can pay accumulated payments for
a calendar year beyond 600 US dollars per Referral
The payment will cover the Referral Fees and Commissions
earned for Products that we shipped during the
applicable period, less any taxes on such Commissions
that we are required by law to withhold, provided you
- met the Monthly Payment Minimum,
- not breached any terms or conditions of this
- met the conditions set forth in Section
12 hereof and
- you have previously provided to us a valid paypal ID
or other applicable IDs or mailing address to which the
payment may be mailed.
As an independent contractor, you will be solely and
entirely responsible for any and all taxes and/or other
fees or obligations associated with the receipt of your
payment under this Agreement.
8. Policies and Pricing.
Users who purchase Products through the Affiliate
Program will be deemed to be customers of
specialgifts.com. Accordingly, all of our rules,
policies, and operating procedures concerning customer
orders, customer service and sales will apply to those
Users. We may change our policies and operating
procedures at any time in our sole discretion without
notice. Products, availability of our Products and our
pricing of such Products may vary from time to time. We
will make reasonable efforts to present accurate
information, but we cannot guarantee the availability or
the price of any particular Product.
The relationship between SpecialGifts.com and the
affiliate established by this Agreement is that of
independent contractors. SpecialGifts.com and the
affiliate shall each conduct its respective business at
its own expense, and shall have no authority to incur
any obligations on behalf of the other, except as
otherwise provided herein.
Nothing set forth in this Agreement will create any
partnership, joint venture, agency, franchise, sales
representative or employment relationship between the
parties. "Referral Partner" shall not be interpreted as
a legal partner.
You will not make any statement, whether on your site or
otherwise, that reasonably would contradict anything in
10. Spyware and Other Distructive Elements (Parasites).
We disapprove of any use of spyware or parasites or
similar elements. These cause interference with the
operation the websites. Any affiliate suspected of a
relationship, formal or informal, with any provider of
spyware or parasitic software is subject to punitive
actions, without notice, including but not limited to:
suspension of affiliate account; termination of
affiliate account; withholding of payments to affiliate;
and public notification of affiliate's suspected
11. Unsolicited Commercial Email.
Unsolicited commercial e-mail (also known as "spam" or "UCE,")
is any commercial electronic mail message sent, often in
bulk, to a consumer without the consumer's prior request
or consent. Very often these emails are harvested from
websites and emails. We do not condone the use of UCE.
Any email marketing engaged in by an Affiliate must be
to an opt-in list (where the recipient has given you
permission to send email). Sending spam damages the
reputation of the brands mentioned in the spam. They may
also result in us being blacklisted by the ISPs.
Should we determine at any time, in our sole judgement,
that an Affiliate has sent UCE containing the trademarks
of, information about, the Products of, or Links to our
Web site, we will have the right to terminate the
affiliate relationship immediately. You may also forfeit
any commissions due. Such termination and forfeiture is
in addition to any other rights and remedies that we may
have in contract, at law or in equity. In addition, such
activity may result in the referral to the appropriate
law enforcement agencies for investigation and, where
1. Non-Exclusive, Limited License to specialgifts.com
Logo and Trademarks.
You may display the specialgifts.com logo (the "Logo")
on your homepage or other promotional location of your
Web site. We hereby grant to you a non-exclusive, non-transferable,
revocable, limited license to use our Logo, name, url
and trademarks in such a manner and to otherwise display
our Logo, name, url and trademarks (collectively, the
"Licensed Trademarks") on your Web site. You acknowledge
and agree that such license is limited and that all
right, title, ownership and interest in the Licensed
Trademarks shall remain with ICBS, Inc. at all times.
You shall use the Licensed Trademarks in exactly the
form provided to you for your use. Your use of such
Licensed Trademarks shall comply with any trademark
usage policies that we may adopt from time to time. You
shall not take any action inconsistent with our
ownership of or goodwill associated with the Licensed
Trademarks, including, without limitation, applying for
registration of any of our trademarks (or any mark
similar thereto) anywhere in the world. You agree that
any benefits and goodwill arising from your use of the
Licensed Trademarks shall inure solely to our benefit.
You agree that you shall not engage, participate or
otherwise become involved in any activity or course of
action that diminishes and/or tarnishes the image and/or
reputation of specialgifts.com. You also agree that you
shall not use the Licensed Trademarks in any manner that
is disparaging or that otherwise portrays us in a
negative light. We reserve all of our rights in the
Licensed Trademarks and all other intellectual property
You shall obtain no rights in or to the Licensed
Trademarks in the event of the termination of this
Agreement. We may revoke your license at any time. You
shall obtain no rights in and to the Licensed Trademarks
in the event of the termination or expiration of this
Agreement. This license shall terminate upon the
effective date of the expiration or termination of this
2. Non-Exclusive Limited License and Use of Affiliate
Logos and Trademarks.
You grant us a non-exclusive license to utilize your
names, titles, logos, trademarks and urls (collectively,
the "Affiliate Trademarks") to advertise, market,
promote and publicize in any manner our rights
hereunder; provided, however, we shall not be required
to advertise, market, promote or publicize your Web
You hereby represent and warrant that you are the sole
and exclusive owner of the Affiliate Trademarks and have
the right and power to grant us the license to use the
same contemplated in this Agreement and that such grant
does not and will not
- breach, conflict with or constitute a default under
any agreement or other instrument applicable to you or
binding upon you or
- infringe upon any trademark, trade name, service
mark, copyright or other proprietary right of any other
person or entity.
This license shall terminate upon the effective date of
the expiration or termination of this Agreement.
13. Affiliate Partner Responsibilities.
You will be solely responsible for the development,
technical operation and maintenance of your Web site and
for all materials that appear on your Web site.
You shall be solely responsible for ensuring that
materials posted on your Web site do not violate or
infringe upon the rights of any third party, including
copyright, trademark, privacy or other personal or
proprietary rights, and ensuring that materials posted
on your Web site are not libelous or otherwise illegal.
You must have express written consent to use another
party's copyrighted or proprietary material. We disclaim
all responsibility if you use another party's
copyrighted or other proprietary material in violation
of the law.
Further, you will indemnify us and hold us harmless from
all liability, claims, damages and expenses (including,
without limitation, attorneys' fees) relating to the
development, operations, maintenance and contents of
your Web site.
14. General Affiliate Representations and Warranties.
You hereby represent and warrant to us that:
- this Agreement has been duly executed and validly
approved by your authorized agent
- this Agreement has been validly executed and
delivered by you
- this agreement constitutes your legal, valid and
binding obligation, enforceable against you in
accordance with its terms
- the execution, delivery and performance of this
Agreement are within your legal capacity and power
- this agreement has been duly authorized by all
parties whose approval is needed for such approval and
that they have authorized to act on their behalf
- this agreement does not require the approval or
consent of no other persons
- this agreement does not violate nor constitute a
default under the provision of any law, rule,
regulation, order, judgment or decree to which you are
subject or which is binding upon you, or the terms of
any other agreement, document or instrument applicable
to you or binding upon you.
15. Agreement Term.
The term of this Agreement shall begin upon our
acceptance of your Online Application and will end when
terminated by either party.
Either you or we may terminate this Agreement at any
time, with or without cause, by giving the other party
written notice of termination. Notice by e-mail to your
address on our records is considered sufficient notice
for termination of this Agreement.
If this Agreement is terminated because
- you violated the terms of this Agreement or
- because your Web site is deemed by us to be
objectionable (as described in accordance with Section 2
you are not eligible to receive any Referral Fees or
Commission payments, even for Referral Fees or
Commissions that you earned prior to the date of your
If this Agreement is terminated for any other reason,
then you shall be eligible to receive only those
Referral Fees and Commissions generated prior to the
termination of this Agreement. Referral Fees and
Commissions earned through the termination of the
Agreement shall remain payable only if the related
Product orders are not canceled or returned. We reserve
the right to withhold your final payment for a
reasonable period of time to ensure that the correct
amount is paid to you.
16. Modification of Agreement.
We may modify any of the terms and conditions contained
in this Agreement, at any time and in our sole
discretion, by posting a change notice or new agreement
on our website. Notice of any change to this Agreement
delivered by e-mail, to your address on our records, or
the posting of a new agreement on our Web site is
considered sufficient notice for notifying you of a
modification to the terms and conditions of this
Modifications may include, but are not limited to,
changes in the scope of available Referral Fees, the
Commission schedule, payment procedures and Affiliate
Program rules. All such modifications shall take effect
48 hours after we serve notice as provided above, unless
we indicate otherwise.
If a modification is unacceptable to you, your sole
recourse is to terminate this Agreement. Your continued
participation in the Affiliate Program following our
posting of a change will constitute binding acceptance
by you of such change.
17. Limitations on Liability.
We shall not be held liable for any damages or any loss
of revenue or profits arising under or with respect to
this agreement or program, even if we have been advised
of the possibility of such damages.
We will make every reasonable effort to track and pay
commissions for all sales that apply to affiliates. We
are not responsible for technical problems, or other
events outside our reasonable control which may
negatively affect this service.
You understand that tracking can never be 100% accurate.
SpecialGifts.com is not responsible for inaccuracies
that might occur beyond its control.
We will have no liability of any sort arising from any
interruptions or errors in our Web site. We will have no
liability for any indirect, incidental, Special or
consequential damages or any lost revenues, data or
profits arising Under or with respect to this agreement
or the affiliate program, even if we
Were advised or should have known of the possibility of
such damages and Notwithstanding the failure of
essential purpose of any remedy.
Further, our aggregate liability arising under or with
respect to this Agreement or the Affiliate Program shall
in no event exceed the total amount of Referral Fees and
Commissions paid or payable by us to you under this
18. Warranty Disclaimers.
SpecialGifts.com makes no warranties expressed or
implied with regard to Referral Program except as
outlined in this agreement.
We hereby disclaim, and you hereby release us, from any
and all liability for downtime or other interruptions in
service regarding the links and/or our web site. The and
links and the licensed trademarks are provided to you
"as is" without any warranty or any kind. We make no
or representations of any kind with regard to the
affiliate program or any products, express or implied,
statutory, arising by law or otherwise, including,
without limitation, any implied warranties of title,
non-infringement, merchantability, fitness for a
particular purpose, or arising out of course of
performance, course of dealing or usage of trade. We do
not warrant that our web site or products will be error
free, function without interruption or that any errors
will be corrected. If, as a matter of law we may not
disclaim any warranty, the scope and duration of such
warranty shall be the minimum permissible under
You hereby agree to indemnify, defend and hold harmless
us and our stockholders, officers, directors, employees,
agents, affiliates, successors and assigns, from and
against any and all claims, losses, liabilities, damages
or expenses (including attorneys' fees) of any nature
whatsoever incurred or suffered by us (the "Damages")
insofar as such Damages (or actions in respect thereof)
arise out of or are based upon
- any claim or threatened claim that our use of the
Affiliate Trademarks infringes on the rights of any
- the breach of any representation or warranty or
covenant made by you in this Agreement or
- or any claim related to your Web site.
20. Independent Investigation.
You acknowledge that you have read this agreement and
agree to all of its terms and conditions. You
understand that we may at any time (directly or
indirectly) solicit customer referrals on terms that may
differ from those contained in this agreement or operate
web sites that are similar to or competitive
with your web site. You have independently evaluated the
desirability of participating in the program and are not
relying on any representation, guarantee or statement
other than as set forth in this agreement.
This Agreement shall be governed by the laws of the
United States and of the State of Ohio, as applied to
agreements made, entered into and performed entirely
within the State of Ohio, notwithstanding your actual
state of residence or principal business location. Any
action relating to this Agreement must be brought in
federal or state courts located in Summit County, Ohio
or in Cuyahoga County, Ohio and you irrevocably consent
to the jurisdiction of such courts.
You may not assign this agreement, by operation or law
or otherwise, without our prior written consent. Any
such purported assignment shall be null and void.
Subject to such restriction, this Agreement will be
binding upon, inure to the benefit of, and be
enforceable against the parties and their respective
successors and assigns.
If any provision herein is held to be invalid or
unenforceable for any reason, the remaining provisions
will continue in full force without being impaired or
invalidated in any way. Our failure to enforce your
strict performance of any provision of this Agreement
will not constitute a waiver of our right to
subsequently enforce such provision or any other
provision of this Agreement.
This Agreement constitutes the entire agreement between
the parties regarding its subject matter, supersedes any
other agreements or understandings between them, and may
only be amended as described in article 16.
I agree to the terms: Sign me