Operating Agreement

    This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Wazoodle.com Affilliate Program (the "Program"). As used in this Agreement, "we" means Wazoodle Fabrics, and "you" means the affilliate.

  1. Enrollment in the Program
    We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include those that:
     

    If we accept your application and your site is thereafter determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement.

  2. Links on Your Site
     

    Product Links: You may select one or more Products to list on your site. A "Product" is any product listed on our site that is fulfilled by us.  For each selected Product, you may display a short description, review, or other reference. You will be responsible for the content, style, and placement of these references. You will provide a Special Link (as defined below) from each Product reference on your site to the corresponding wazoodle.com online catalog entry.

    Search Box Link: You may provide an Amazon.com search box on your site that will permit your site visitors to link directly to a page on our site that contains the results of their search queries. We will provide you with technical specifications describing how to include an Amazon.com search box on your site.

    General Link to Amazon.com Home Page: You may provide a general link on your site to our home page at http://www.amazon.com.

    Amazon Recommends™ Link: If your site qualifies (as determined by us in our sole discretion), you may place an Amazon Recommends link on your site to enable Amazon.com to serve recommended content based on your site's specialty or sales history directly to visitors to your site.

    Amazon.com Quick-Click™ In conjunction with Product links on your site, you may provide an Amazon.com Quick-Click Buying link that, when clicked, will open a new browser window through which recognized visitors of your site can add Products to their shopping cart and/or purchase Products directly via our 1-Click™ feature. We will provide you with technical specifications describing how to include an Amazon.com Quick-Click link on your site. If you choose to provide a graphical Amazon.com Quick-Click link, you agree that you will only use the graphical artwork we serve or otherwise provide to you to identify the Amazon.com Quick-Click link. If you choose to provide a text-only Amazon.com Quick-Click link, you agree that the text of the link will read "Buy from Amazon.com" and include no other or different text unless otherwise specified by us.

    Easy Link: You may provide an "Easy Link" on your site, through which we may serve content and Special Links as we deem appropriate.

    We will provide you with guidelines and graphical artwork to use in linking to our home page. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with special "tagged" link formats to be used in all links between your site and our site(and for purposes of this Agreement, the browser window described above that opens upon a user's clicking on an Amazon.com Quick-Click link is deemed a part of our site, and any Amazon.com Quick-Click link is deemed a link between your site and our site). You must ensure that each of the links between your site and our site properly utilizes such special link formats. Links to our site placed on your site pursuant to this Agreement and which properly utilize such special link formats are referred to as "Special Links." You will earn referral fees only with respect to activity on our site occurring directly through Special Links; we will not be liable to you with respect to any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.

    You acknowledge that, by participating in the Associates Program and placing any of the above links within your site, Amazon.com may receive information from or about visitors to your site or communications between your site and those visitors. Your participation in the Amazon.com program constitutes your specific and unconditional consent to and authorization for Amazon.com's access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in Amazon.com's Privacy Notice.

    In addition, you acknowledge that we (and our corporate affiliates, such as Alexa Internet, Inc.) may crawl or otherwise monitor your site for the purpose of ensuring the quality and reliability of Special Links on your site (for example, to detect links that are broken or non-functional, links to products that are out of stock or otherwise unavailable, etc.). Therefore, you agree that we and our corporate affiliates may take such actions and that you will not seek to block or otherwise interfere with such crawling or monitoring (and that we and our corporate affiliates may use technical means to overcome any methods used on your site to block or interfere with such crawling or monitoring).

    Further, you acknowledge and agree that you will: (a) not, in connection with this Agreement, display or reference on your site, any trademark or logo of any third party seller on the Amazon.com site; (b) use any data, images, text, or other information obtained by you from us or our site in connection with this Agreement ("Content") only in a lawful manner; (c) not use any Content relating to any Excluded Merchant or any product sold by any Excluded Merchant; (d) not modify or alter any Content that consists of a graphic image, other than to resize it; (e) not edit any Content that consists of text, other than to shorten its length; (f) not sell, redistribute, sublicense or transfer any Content; (g) not use any Content in a manner intended to send sales to any site other than the Amazon.com site; and (h) promptly delete any Content that is no longer displayed on the Amazon.com site or that we notify you is no longer available for your use.
     

  3. Order Processing
    We will process Product orders placed by customers who follow Special Links from your site to our site. We reserve the right to reject orders that do not comply with any requirements that we may establish periodically. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service. We will track sales made to customers who purchase Products by using Special Links from your site to our site and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion.

  4. Referral Fees
    We will pay you (in accordance with Sections 5 and 6 below) referral fees on certain Product sales to third parties. For a Product sale to be eligible to earn a referral fee, the customer must click-through a Special Link from your site to our site, and add the Product to his or her shopping cart. The session ends upon one of the following events: (a) 7 days elapses from the customer's initial click-through, (b) the customer checks out. We account for referral fees on after order, payment and shipping have occurred.

    Commissions are earned on any product, whether on sale or not, except those that are listed in the "Bargain Bin" section of our web site. In addition, there are no commissions earned on purchases made through our Small Business Program, or Charitable Sewers Program.  

    In addition, you agree that we may cancel this Agreement and you will forfiet any outstanding commissions if you: (a) take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring; (b) use "SPAM" or any email distribution to lists that have not been expressly opted into at your site;  (c)  purchase or register any keywords, search terms or other identifiers that include the word "wazoodle" or variations thereof (for example "wazoodler", "wazoo", etc.) for use in any search engine, portal, sponsored advertising service or other search or referral service. .

  5. Referral Fee Schedule
    You earn referral fees according to referral fee schedules established by Wazoodle from time to time. "Qualifying Revenues" are revenues derived by us from our sales of Qualifying Products, excluding costs for shipping, handling, gift-wrapping, taxes, service charges, credit card processing fees, returns and bad debt.

    Under the current referral fee schedule, two referral fee schedule options are available. On or before January 20, 2003, you may elect, through our signup page located at https://associates.amazon.com/exec/panama/associates/resources/payments/plan-select.html, to participate in either the "Classic Fee Structure" described under "Option 1" below or the "Tiered Fee Structure" described under "Option 2" below. You will only be eligible to participate in the Tiered Fee Structure if you maintain an "Easy Link" on the home page of your site at all times. If at any time the foregoing requirement is not satisfied, or if you do not make an affirmative election to participate in the Tiered Fee Structure as provided above by no later than January 20, 2003, you will earn (subject to the other terms of this Agreement) referral fees for the entire quarter in accordance with the Classic Fee Structure described below.

    For Qualifying Products sold during sessions initiated through Special Links on your site, you will earn (subject to the other terms of the Agreement) referral fees in accordance with one of the following referral fee options (as determined pursuant to the preceding paragraph):

    Option 1: Classic Fee Structure.
    (a) 15% of Qualifying Revenues from the sale of each Individually Linked Book that, on the date of order, is listed in our catalog at 10% to 30% off the publisher's list price and that is added to the customer's shopping cart directly from the first page that results from following a Special Link to the Individually Linked Book ("Specified Individually Linked Books"). You should note that only books can qualify as "Individually Linked Books" and no other products are eligible for this referral fee percentage, regardless of whether such products are individually linked on your site.
    (b) 5% of Qualifying Revenues from the sale of each Product sold by or under the brand names of ToysRUs.com, BabiesRUs.com, and Imaginarium.com;
    (c) 2.5% of Qualifying Revenues for all other Qualifying Products sold by third parties (including all Qualifying Products sold in the apparel store on our site).
    (d) 5% of Qualifying Revenues for all other Qualifying Products sold and fulfilled by us on our own behalf (i.e., excluding the products described in paragraphs (a)-(c) above, but including Individually Linked Books that, on the date of order, are listed in our catalog at the publisher's list price (such as special order books) or at a deep discount of more than 30% off the publisher's list price; e-books (in any format); and Qualifying Products sold and fulfilled by us on our own behalf other than books (e.g., CDs, DVDs, VHS tapes, and so on). Such Qualifying Products (i.e., Qualifying Products other than the products described in paragraphs (a)-(c) above) are referred to elsewhere in this Agreement as "Specified Qualifying Products".

    Notwithstanding the foregoing, referral fees for all products other than books, music and video (including VHS and DVD) products are limited to a maximum of $10 per item, regardless of the Qualifying Revenues derived from the sale of any such item. The classification of any products (e.g., as a music or non-music product) will be determined by us in our sole discretion.

    Option 2: Tiered Fee Structure.

    Tier Total Qualifying Product units sold in a calendar quarter Minimum number of non-book, music or video (incl. VHS and DVD) Qualifying Products sold in that calendar quarter Referral fees for sales of Specified Qualifying Products in that calendar quarter
    1 1-25 units 0 4.5% of Qualifying Revenues
    2 26-75 units 2 5.0% of Qualifying Revenues
    3 76-250 units 8 5.5% of Qualifying Revenues
    4 251-3500 units 35 6.0% of Qualifying Revenues
    5 3,501-10,000 units 500 6.5% of Qualifying Revenues
    6 10,001-75,000 units 1,400 7.0% of Qualifying Revenues
    7 75,001-175,000 units 10,000 7.5% of Qualifying Revenues
    8 175,001+ units 20,000 8.0% of Qualifying Revenues

    Please note that if you elect to (and are eligible to) participate in the Tiered Fee Structure, you are only entitled to earn (subject to the terms of this Agreement) the referral fees specified in the table above for sales of Specified Qualifying Products. For sales of Qualifying Products that are not Specified Qualifying Products you will earn (subject to the terms of this Agreement) the referral fees set forth in subparagraphs (a)-(c) of the Classic Fee Structure set forth under Option 1 above. In order to qualify for the referral fees specified in Column 3 above for any tier, you must satisfy both of the requirements set forth in Column 1 and Column 2 for that tier for the applicable calendar quarter. If you satisfy the requirement for one column but not the other, you will only be entitled to the referral fees specified in the table above for the lowest tier in which you have satisfied the requirements of both columns for the applicable calendar quarter. By way of example only, if you elect to (and are eligible to) participate in the Tiered Fee Structure for the first calendar quarter of 2003, and 2000 Qualifying Products were sold during sessions initiated through Special Links from your site in that quarter, but only 20 of those products were products other than books, music products or video (including VHS and DVD) products, you would only be entitled to the referral fee specified for Tier 3 (i.e., 5.5% of Qualifying Revenues from the sale of Specified Qualifying Products).

    Once a higher tier is achieved, the higher referral fee rate will apply to all Specified Qualifying Product units sold by us during sessions initiated through Special Links on your site during that calendar quarter, including units sold before the new threshold was reached.

    Notwithstanding the foregoing, referral fees for all products other than books, music and video (including VHS and DVD) products are limited to a maximum of $10 per item, regardless of the Qualifying Revenues derived from the sale of any such item. The classification of any products (e.g., as a music or non-music product) will be determined by us in our sole discretion.

  6. Referral Fee Payment
    We will pay you referral fees on a quarterly basis. Approximately 30 days following the end of each calendar quarter, we will either (a) send you a check for the referral fees earned, (b) send you a gift certificate good for purchase of Products through our site, subject to our standard terms or conditions, or (c) directly deposit the referral fees earned into your bank account (if you want us to use this method of payment, please note that you will have to provide us with the name of your bank, the bank account type, the 9-digit routing number/ABA number, the account number and the primary account holder name as it appears on the bank account). If you select payment via Amazon.com gift certificate or direct deposit, we will accrue and withhold referral fees until the total amount due is at least $10.00. If you select payment via check, we will accrue and withhold referral fees until the total amount due is at least $100.00. Please note that commencing January 1, 2003, if your billing address is a US address and you select payment via check, we will deduct a processing fee in the amount of $8.00 from the referral fees payable to you for each check we send after April 1, 2003 (this charge does not apply to those with non-US billing addresses because Direct Deposit is not available to them). No processing fee will be deducted if you select payment via Amazon.com gift certificate or direct deposit.

  7. Policies and Pricing
    Customers who buy products through this Program will be deemed to be customers of Amazon.com. Accordingly, all Amazon.com rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect Products that you have listed on your site, prices may only be shown when we serve those prices through our "Amazon Recommends" Service or our "Amazon.com Web Services". In addition, if you choose to display prices for any Product on your site in any "comparison" format (including through the use of any price-comparison tool or engine) together with prices for the same or similar products offered through any web site or other outlet other than our site, you must display both the lowest "new" price and, if we provide it to you, the lowest "used" price at which the Product is available on our site. You may not otherwise include price information in your Product descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

  8. Identifying Yourself as an Associate
    You may not issue any press release with respect to this Agreement or your participation in the Program; such action may result in your termination from the Program. We will make available to you a small graphic image that identifies your site as a Program participant. You must display this logo or the phrase "In association with Amazon.com" somewhere on your site. We may modify the text or graphic image of this notice from time to time. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express 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 expressing or implying that Amazon.com supports, sponsors, endorses, or contributes money to any charity or other cause).

  9. Limited License
    We grant you a nonexclusive, revocable right to use the graphic image and text described in Section 8 and such other text or images for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist in generating Product sales. You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines, as those guidelines may change from time to time. We may revoke your license at any time by giving you written notice.

  10. Responsibility for Your Site
    You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:

    We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.

  11. Term of the Agreement
    The term of this Agreement will begin upon our acceptance of your Program 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. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all Amazon.com trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are eligible to earn referral fees only on our sales of Qualifying Products that occur during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

  12. Modification
    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 a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

  13. Relationship of Parties
    You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

  14. Limitation of Liability
    We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.

  15. Disclaimers
    We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

  16. Independent Investigation
    YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL 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 COMPETE 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.

  17. Arbitration
    Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with us or any of our affiliates shall be submitted to confidential arbitration in Seattle, Washington, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the state of Washington (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

  18. Miscellaneous
    This Agreement will be governed by the laws of the Ontario Canada, without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise.