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Operation Guidelines
These Operating Guidelines (hereinafter "Agreement") contains the terms and conditions that apply to an individual's or entity's participation in the Bobwards.com Profit by Association Affiliates Program (hereinafter sometimes referred to as the "Program"). As used in this Agreement, "we" means Bobwards.com (hereinafter sometimes referred to as "Bob Ward's"), and "you" means the applicant. "Site" means a World Wide Web site and, depending upon the context, refers either to the Bobwards.com site located at the URL www.bobwards.com, or to the site that you will link to our site (and which you will identify in your Program application).
I. Enrollment.
To begin the enrollment process, you will submit a complete Program application. We will evaluate your application in good faith and we 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. Examples of unsuitable sites include those which: If we reject your application, then you are welcome to reapply to the Program at any time. You should also note 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.
II. Links.
If you are notified that your site has been accepted into the Program, then you may provide on your site one or more of the following types of links to our site: Search Box Link: You may provide a Bobwards.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 a Bobwards.com search box on your site. General Link to Bobwards.com Home Page: You may provide a general link on your site to our home page at http://www.bobwards.com. We will provide you with guidelines and graphical artwork to use in linking to our home page. Product Link to Bobwards.com Home Page: You may provide a product link on your site. We will provide you with guidelines and URL specifications to accomplish this type of link. Please note that some manufacturers may not allow this type of affiliate linking. We will notify you of any exclusions to this type of link. 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. 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 only earn referral fees 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 which would otherwise be paid to you pursuant to this Agreement.
III. Orders.
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 periodically may establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will (1) prepare order forms (2) process payments, cancellations and returns and (3) handle customer service matters. We will track sales made to customers who purchase Products using Special Links from your site to our site and we 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.
IV. Fees.
We will pay you (in accordance with Sections V and VI below) referral fees on certain Product sales to third parties (hereinafter sometimes referred to as the "referred customers"). For a Product sale to be eligible to earn a referral fee, the referred customer must (1) follow a Special Link from your site to our site; (2) select and purchase the Product using our automated ordering system; (3) accept delivery of the Product at the shipping destination; and (4) remit full payment to us. We will not, however, pay referral fees on any Products that are added to a customer's Shopping Cart after the referred customer has reentered our site (other than through a Special Link), even if the referred customer previously followed a link from your site to our site. In addition, Products listed in our catalog or in search results as "Arriving Soon" or contains indication of back-ordered status are eligible for referral fees only after the Product has been shipped. A referral fee will not be paid if, due to circumstances beyond our control, a Product cannot be shipped and the referred customer does not select an alternative Product. However if an alternative item is selected by a referred customer, it will qualify for a referral fee. The Program is intended for commercial use only, and you may not purchase Products through the Program for your own use. Such purchases may result, in our sole discretion, in the withholding of referral fees and/or the termination of this Agreement. Products that are eligible to earn referral fees under the rules set forth above are hereinafter referred to as "Qualifying Products."
V. Schedule.
You will earn referral fees based upon Qualifying Revenues (as more particularly described below) according to referral fee schedules to be established by us from time to time. "Qualifying Revenues" are revenues derived by us from our sales of Qualifying Products, excluding costs for shipping, handling, taxes, service charges, credit card processing fees, and bad debts. Please note that although rare, some circumstances may not allow us to Qualify a Product for a referral fee. We reserve the right to choose Qualifying Products.
VI. Policies/Pricing.
All customers who buy Products through the Program will be deemed to be customers of Bobwards.com. Accordingly, all of Bobwards.com's 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 the 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 already have listed on your site, you may not include price information in your Product descriptions. We will use commercially reasonable efforts to present accurate information, however, we cannot guarantee the availability or price of any particular Product.
VII. Identification.
We will make available to you graphic images that identifies your site as a Program participant. You must display this logo or the phrase "In association with Bobwards.com" somewhere on your site. We may modify the text or graphic image of this notice from time to time. In addition, we encourage, but do not require, you to include a Special Link on your site to the Bobwards.com home page at http://www.bobwards.com. You may not make any press release with respect to this Agreement or your participation in the Program without obtaining our prior written consent, which may be given or withheld in our sole discretion.
VIII. Nonexclusive License.
We grant you a nonexclusive, revocable right to use the graphic image and text described in Section VII and such other 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 for any reason by giving you written notice. All image links and graphics will be served from our servers in order for us to maintain our identity and promotional themes on a timely basis.
IX. Site Responsibility.
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, costs and reasonable attorneys' fees) related to the development, operation, maintenance and contents of your site.
X. Term.
The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party as provided in this Agreement. Either party 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 using, and remove from your site, all links to our site, and all Bobwards.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 only eligible to earn referral fees on our sales of Qualifying Products occurring 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.
XI. Modification of Agreement by Bob Ward's.
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, THEN 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.
XII. Independent Contractor Relationship.
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 any of the provisions of this Section.
XIII. Limited 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.
XIV. Disclaimer of Warranties and Representations.
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. XV. Independent Investigation. YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY 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 COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING UPON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
XVI. Miscellaneous Provisions.
A. This Agreement will be governed by the laws of the United States and the State of Montana, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Missoula, Montana, and you irrevocably consent to the jurisdiction of such courts. In case suit or action is instituted to enforce compliance with any of the terms, covenants or conditions of this Agreement, there shall be paid to the prevailing party in such suit or action, by the other party, the prevailing party's costs and such further sum as the court may adjudge as reasonable attorneys' fees; and, in the event appeal is taken from any judgment or decree in such suit or action, the prevailing party on such appeal shall likewise recover, from the other party, costs and reasonable attorneys' fees on such appeal. B. You may not assign this Agreement, by operation of law or otherwise, without obtaining our prior written consent, which may be withheld in our sole discretion. This Agreement will inure to the benefit of and be binding upon the parties and their respective legal representatives, successors and assigns and, so far is this Agreement is assignable by the terms hereof, to the assigns of the parties. C. 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. D. Any written notice required to be given under this Agreement shall be completed when personally delivered or when such notice has been deposited in the United States mail, first class, certified mail, return receipt requested, postage prepaid, addressed as follows: Bobwards.com Attn: Affiliates Program Manager 3015 Paxson Street Missoula, MT 59801 A party wishing to change its address shall do so by providing written notice to the other party. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of such notice. E. This Agreement contains the entire agreement between the parties relative to the subject matter hereof. Except as otherwise provided in Section XII, any agreement to change, modify or discharge this Agreement in whole or in part, shall be ineffective unless such agreement is in writing and signed by all parties hereto.
Guidelines for Using the Bobwards.com™ Trademark
The following guidelines apply to your use of Bobwards.com™ (hereinafter the "Trademark") in materials which have been approved in advance by Bobwards.com: 1. You may use the Trademark solely for the purposes authorized by Bobwards.com 2. You may not alter the Trademark in any manner. For example, you may not change the proportion, color, or font of the Trademark. 3. You may not display the Trademark in any manner that implies sponsorship, endorsement by Bob Ward's outside of your involvement in the Program. 4. You may not use the Trademark to disparage Bobwards.com, its Products or services, or in a manner which, in Bobwards.com's reasonable judgment, may diminish or otherwise damage Bobwards.com's goodwill in the Trademark. 5. The Trademark must appear by itself, with reasonable spacing (at least the height of the Trademark) between each side of the Trademark and other graphic or textual elements. 6. You must use the ™ symbol adjacent to the Trademark. 7. You must include the following statement in your materials that include the Trademark: Bobwards.com is the registered trademark of Bobwards.com 8. You acknowledge that all rights to the Trademark are the exclusive property of Bobwards.com, and all goodwill generated through your use of the Trademark will inure solely to the benefit of Bobwards.com Bobwards.com reserves the right in its sole discretion to modify the trademark guidelines at any time. Bobwards.com reserves the right to take action against any use that does not conform to these guidelines. 
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