Terms and conditions

AMBASSADOR AGREEMENT

Please read this entire agreement.

You may print this agreement for your own records.

This is a legal agreement between you “The Ambassador” and Shoe World Companies (Darrel Boots, Peter Blade, PeterBlade.com) “The Group”, “The Site”, “The Company”. Please note that throughout this Agreement, "we," "us," and "our" refer to The Group, and "you," "your," and "yours" refer to the Ambassador.

 BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

1. Overview

This Agreement contains the complete terms and conditions of The Group’s Ambassador Program.

The purpose of this Agreement is to prescribe the terms and conditions of joining, obligations, commissions, payments, rights, and leaving our Ambassador Programme.

2. Ambassador Obligations

2.1. To begin the enrolment process, you will complete and submit the online application. If you are successful you will be directly contacted. We may re-evaluate your application at a later time. We may reject your application at our sole discretion. We may cancel your application if we determine that your site or activity is unsuitable for our Program, including if it:

2.1.1. Promotes sexually explicit materials;


2.1.2. Promotes violence;


2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;


2.1.4. Promotes illegal activities;


2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law;


2.1.6. Includes "Peter Blade" or variations or misspellings thereof in its domain name;


2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion;


2.1.8. Contains software downloads that potentially enable diversions of commission from other Ambassadors in our program;


2.1.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are Peter Blade.com or any other affiliated business;

2.2. As a member of our Ambassador Program, you will have direct contact with one of our managers;

2.3. We reserve the right, at any time, to review your promotion of our brand and require that you change the placement or use to comply with the guidelines provided to you;

2.4. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.

3. Our Rights and Obligations

3.1. We have the right to monitor your site or social media page at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Ambassador Program.

3.2. We reserve the right to terminate this Agreement and your participation in the Ambassador Program immediately and without notice to you should you commit fraud in your use of the Ambassador Program or should you abuse this program in any way. If such fraud or abuse is detected, we shall not be liable to you for any commissions for such fraudulent sales.

3.3. This Agreement will begin upon our acceptance of your Ambassador application, and will continue unless terminated hereunder.

4. Termination

Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.

5. Modification

We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and our Ambassador Program rules. If any modification is unacceptable to you, you may end this Agreement. Your continued participation in our Ambassador Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.

6. Payment

We will review conversion numbers at the end of every month, and arrange payment to your valid Paypal account accordingly. We will track the sales converted from you, using your unique code that you provide to your customers or audience provided at checkout. Sales information will be provided to you on a monthly basis as standard, or on request.

7. Promotion Restrictions

7.1. You are free to promote your own web sites and other products from other manufacturers, but naturally any promotion that mentions Peter Blade or our products could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by us. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote our products so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote our products so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from us. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Ambassador Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.

7.2. Ambassadors that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as Peter Blade, Peter Blade.com www.peterblade, www.peterblade.com, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from our Ambassador Program. We will do everything possible to contact the ambassador prior to the ban. However, we reserve the right to expel any trademark violator from our program without prior notice, and on the first occurrence of such PPC bidding behaviour.

7.3. Any sales or information provided from Ambassadors that are inaccurate, fake, or untrue, or are not valid leads (i.e. are information of people not interested in our products) will be considered a breach of this agreement.

7.4. Ambassadors shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited our site.

8. Grant of Licenses

8.1. We grant to you a non-exclusive, non-transferable, revocable right to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of our Ambassador Programe. You agree that all uses of the Licensed Materials will be on behalf of The Group and the good will associated therewith will inure to the sole benefit of The Group.

8.2. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

8.3 The Ambassador is only entitled to commissions earned from their unique code when a customer purchases a product from our site.

9. Disclaimer

We, Peter Blade, make no express or implied representations or warranties regarding our service and website or the products or services provided therein, any implied warranties of Peter Blade’s ability, fitness for a particular purpose, and non-infringement are expressly disclaimed and exluded. 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 in any part of our service, including payment issues or errors to Ambassadors.

10. Representations and Warranties

You represent and warrant that:

10.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;

10.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;

10.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

11. Limitations of Liability

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL PETER BLADE.COM OR “THE GROUP’S” CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

12. Indemnification

You hereby agree to indemnify and hold harmless PeterBlade.com, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.

13. Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

14. Miscellaneous

14.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and PeterBlade.com. 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 any other of Your Site or otherwise, that reasonably would contradict anything in this Section.

14.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.

14.3. This Agreement shall be governed by and interpreted in accordance with the laws of England, without regard to the conflicts of laws and principles thereof.

14.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

14.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.

14.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.

14.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.