Read this document carefully, and print or save a copy for your records. To become a Richters Web Agent, you must certify that you have read the terms and conditions in this Operating Agreement.
This Agreement contains the complete terms and conditions that apply to Richters Herbs’s website referral program (the "Program"). As used in this Agreement, "RH" means Richters Herbs, a division of Otto Richter and Sons Limited, and "WA" means Web Agent, an organization or individual that has agreed to the terms and conditions of this agreement. "Site" means a World Wide Web site and, depending on the context, refers either to RH’s site located at the URL www.richters.com, or to the WA’s site at the URL of that site.
The WA will display and make operational an icon link on the WA site that will permit visitors to link directly to a page on the RH site. RH will provide the WA with technical specifications describing how to include a icon link on the WA site.
To permit accurate tracking, reporting, and referral fee accrual, RH will provide the WA with special "tagged" link formats to be used in all links between the WA site and the RH site. The WA must ensure that each of the links between its site and the RH site properly utilizes such special link formats. Links to the RH site placed on the RH site pursuant to this Agreement and which properly utilize such special link formats are referred to as "Special Links." The WA will only earn referral fees with respect to activity on the RH site occurring directly through Special Links: RH will not be liable to WA with respect to any failure by WA to use Special Links, including to the extent that such failure may result in any reduction of amounts which would otherwise be paid to WA pursuant to this Agreement.
RH will process Product orders placed by customers who follow Special Links from the WA site to the RH site. RH will be responsible for all aspects of order processing and fulfillment. Among other things, RH will prepare order forms, process payments, cancellations, and returns, and handle customer service. RH will track sales made to customers who purchase Products using Special Links from the WA site to the RH site and will make available to WA reports summarizing this sales activity.
RH will pay the WA referral fees on certain Product sales to third parties. For a Product sale to be eligible to earn a referral fee, the customer must follow a Special Link from the WA site to the RH site, select and purchase the Product using the RH automated ordering system, accept delivery of the Product at the shipping destination, and remit full payment to RH. RH will not, however, pay referral fees on any Products that are added to a customer’s Shopping Cart or are purchased after the customer has reentered the RH site (other than through a Special Link), even if the customer previously followed a link from the WA site to the RH site. In addition, Products in the RH catalogue that are "out of stock", "out of season", "out of print" or "not available" are not eligible for any referral fees. Gift certificates are not eligible to earn referral fees. Products that are eligible to earn referral fees under the rules set forth above are referred to as "Qualifying Products."
Referral Fee Schedule
The WA will earn referral fees based on Qualifying Revenues according to referral fee schedules to be established below. "Qualifying Revenues" are revenues derived by RH from RH sales of Qualifying Products, excluding costs for shipping, handling, gift-wrapping, taxes, service charges, credit card processing fees, and bad debt. The current referral fee schedule is: 10% of Qualifying Revenues from the sale of each Product that, on the date of order, is added to the customer’s Shopping Cart following a Special Link to the Individually Linked Product. If the WA is registered to receive "Double-Your-Money" credits instead of cash payments by check, the referral fee is 20%.
Qualifying Products include all items found in the RH online catalogue at the RH site. These products may include, but are not limited to, plants, seeds, plug trays, roots, tubers, bulbs, dried herbs, books, posters, video tapes, software, fertilizer, pest controls, oils, and gift items.
Referral Fee Payment
Until such time as this agreement is terminated, RH will pay the WA referral fees on an annual basis except if the accumulated referral fees total less than $20, in which case the fees will be added to next year’s total. Within 30 days following each calendar year except for the starting year which will be treated as a stub period commencing on the effective date of this agreement to December of the current year, RH will send the WA a cheque for the referral fees earned on sales of Qualifying Products that were shipped during the last completed calendar year, less any taxes that RH is required by law to withhold. If a Product that generated a referral fee is returned by a customer for refund, RH shall have the right to deduct the corresponding referral fee from the WA’s next annual payment. If there is no subsequent payment of referral fees to be made to the WA, RH will send the WA a bill for the referral fee corresponding to the customer refund. For greater clarity, it is understood that RH only has a right to adjust future referral fees payable to WA where RH has given a customer refund for a return made during the term of this agreement.
If the WA is registered to receive "Double-Your-Money" credits instead of cash payments by check, "Double-Your-Money" credits are paid in the form of a credit to a RH customer account assigned to the WA for the purpose of purchasing products and services from RH. "Double-Your-Money" credits may only be used by the WA to purchase products from RH and may not be refunded in cash.
Policies and Pricing
Customers who buy products through this Program will be deemed to be customers of RH. Accordingly, all RH rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. RH may change its policies and operating procedures at any time. For example, RH will determine the prices to be charged for products sold under this Program in accordance with its own pricing policies. Product prices and availability may vary from time to time. RH will use commercially reasonable efforts to present accurate information, but it cannot guarantee the availability or price of any particular product.
RH shall be solely responsible for all taxes applicable to the sales of Products made to customers through the RH site.
The WA shall be solely responsible for all taxes applicable to the Referral Fee, and undertakes to indemnify and hold harmless RH in respect of any claims, assessments, penalties or payments on account of taxes or duties due on the Referral Fee paid by RH to the WA which may be required by any competent fiscal or government authority.
RH grants the WA a nonexclusive, revocable right to use the designated web link icon graphic images and text from the RH site for which RH grants express permission. RH reserves all of its rights in the graphic image and text, any other images, its trade names and trademarks, and all other intellectual property rights.
The WA grants RH a nonexclusive, revocable right to use the graphic images and text from the WA site for which the WA grants express permission. The WA reserves all of its rights in the graphic image and text, any other images, its trade names and trademarks, and all other intellectual property rights.
Responsibility for the WA Site
The WA will be responsible for the development, operation, and maintenance of its site and for all materials that appear on its site.
Term of the Agreement
The term of this Agreement will begin upon signing authorities of RH and the WA signing this Agreement and will end when terminated by either party. Either RH or the WA may terminate this Agreement at any time, with or without cause, by giving the other party 30 days written notice of termination. Termination will take effect upon the expiry of the 30 days.
Upon the termination of this Agreement for any reason, the WA will immediately cease use of, and remove from its site, all links to the RH site, and all RH trademarks, trade dress and logos, and all other materials provided by or on behalf of RH to the WA pursuant hereto or in connection with the Program, and RH will immediately cease use of, and remove from its site, all links to the WA site, and all WA trademarks, trade dress and logos, and all other materials provided by or on behalf of WA to the RH pursuant hereto or in connection with the Program.
The WA is only eligible to earn referral fees on RH’s 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. RH will prepare a final accounting and remit a final payment of any referral fee owed to the WA within sixty (60) business days of the termination taking effect.
Relationship of Parties
RH and the WA are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. The WA will have no authority to make or accept any offers or representations on RH’s behalf. Similarly, RH will have no authority to make or accept any offers or representations on the WA’s behalf.
Limitation of Liability
Neither the WA nor RH will 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 RH has been advised of the possibility of such damages. Further, the WA’s aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to the WA under this Agreement.
BOTH PARTIES ACKNOWLEDGE THAT THIS AGREEMENT HAS BEEN READ AND EACH PARTY AGREES TO ALL ITS TERMS AND CONDITIONS.
This Agreement will be governed by the laws of Canada and the province of Ontario, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or provincial courts located in Toronto, Ontario, and the WA irrevocably consents to the jurisdiction of such courts. The WA may not assign this Agreement, by operation of law or otherwise, without RH’s prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.
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