Shalom & welcome to the ZaraMart Affiliate Program!

1. Affiliate Agreement:

   1.1	This Affiliate Program User Agreement is between A. Zara Ltd. ("ZaraMart"), a Israeli corporation, and You (the "Affiliate").
   1.2	As used in this Agreement, "we", "our", and "us" refer to ZaraMart, "you" and "your" refer to the Affiliate, and "Site" means a World Wide Web site.
   1.3	This Agreement contains the complete terms and conditions that apply to your participation in the ZaraMart Affiliate Program (the "Program").
   1.4	If you registered for the Program on behalf of an entity, you are deemed to have accepted this Agreement on behalf of that entity.

   
   

2. Enrollment in the Program:

   2.1	To begin the enrollment process, you will submit a complete Program application via our Site.
   2.2	We will evaluate your application in good faith and will notify you of its acceptance or rejection.
   2.3	We may reject your application if we determine (in our sole discretion) that your site is not unsuitable for the Program for any reason. Unsuitable sites include (but are not limited to) those that: Contain content that is unlawful, threatening, defamatory, obscene, or otherwise objectionable; Promote sexually explicit materials; Promote violence; Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; Promote illegal activities; Violate or infringe upon intellectual property rights. If we reject your application, you are welcome to reapply to the Program at any time.
   2.4	If we accept your application, we reserve the right to monitor your site at any time to ensure that it complies with our guidelines and we reserve the right to terminate this Agreement at any time, at our sole discretion, if we feel that the your site is unsuitable for this Program for any reason.

   
   

3. Links:

   3.1	Once we notify you that we have accepted your site into the Program, we will authorize you to copy our affiliate banners and text links from your affiliate account with us (the "affiliate links") and display them on your site.
   3.2	We encourage you to place the affiliate links, which you may use only on the terms and conditions of this Agreement, as prominently as possible on the most heavily trafficked pages of site.

   
   

4. Order Processing:

   4.1	We will process orders placed by customers who arrive to our website through affiliate links on your site. We reserve the right to reject orders that do not comply with any and all our requirement that we periodically may establish.
   4.2	We will be responsible for all aspects of order processing, including process payments, cancellations, returns and customer service.

   
   

5. Sales Tracking

   5.1	For the purpose of this agreement we are using affiliate program software (Affiliate Program Software) on our server in order to allow a reliable and easy use referral sales tracking. The software combines two methods of affiliate sales tracking methods - "Cookie Tracking" and "Database Record Matching".
   5.2	The Cookie tracking method The unique affiliate ID code of every affiliate is embedded in their affiliate links. When an affiliate link is clicked by a prospective customer (Referral Click), the Affiliate Program Software saves a cookie on the prospective customer's computer to record the event (Referral Cookie). A unique ID, which corresponds to the unique affiliate ID of the affiliate, is recorded with the Referral Cookie. The Referral Cookie lasts for 3 (three) years (the 3 years referral period ) unless it is not accepted by the user's browser or removed from the user's browser. When a Product is purchased through the shopping cart of our website, the customer's computer is checked for the presence of a Referral Cookie. If a Referral Cookie is present and contains an ID code that corresponds to the unique affiliate ID code of the affiliate, the cookie is considered valid and the purchase is recorded as a conversion for the Affiliate ID credited with the Referral Cookie (Conversion).
   5.3	Database Record Matching In conjunction with the cookie tracking method, the Affiliate Program Software uses "Database Record matching" tracking method, which tracks sales made to returning customers. The initial sale must be tracked by the cookie tracking method, and then the system stores the unique login ID of the customer, along with the referring affiliate's ID. When that customer returns and buys again in the future, the customer database is searched to find if an affiliate is related to the customer and the identity of the affiliate, and thus records a conversion for the relevant affiliate. The referral tracking by this method as well is limited to a period of 3 (three) years .
   5.4	The first affiliate to refer a prospective customer to our website will be the affiliate credited with tracked conversions performed by the relevant customer, within the 3 years referral period. A referral click upon a second affiliate link does not alter an existing referral cookie saved on a customer's browser. If a cookie is saved on a customer's browser, which relates to a different affiliate than the affiliate recorded by the Database Record Matching tracking method, the Database Record Matching method determines the affiliate who will be credited for the customer's conversion.
   5.5	We rely on the tracking software to track sales made by customers who came to our site by using the affiliate links on your site. We will make available to you at our site reports regarding end-user impressions, click-throughs and sales activity that originated from customers that were referred to us from your site.
   5.6	The Affiliate Program software is provided "as is" and "as available" basis. We make no warranty, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.. We cannot make a warranty or guarantee uninterrupted availability of the Affiliate Program Software and tracking methods or accuracy in tracking and functioning. Although we will make every reasonable effort to keep the software and the tracking methods operational, they may become unavailable, un-operational or non error-free without warning at any time. We shall not be liable for any indirect or consequential loss (including but not limited to loss of earnings).
   5.7	The fact that a compensation amount is reported for any tracked activity does not necessarily mean that a payment is due to the you from us, since payment may be subject to conditions established by us, including policies regarding order cancellation, returned merchandise, receipt of pending credit card authorizations and/or charge-backs and minimums for earned compensation before payment is made.

   
   

6. Payment

   6.1	You will earn a 7.5% commission on all online sales of products that were verified by the tracking software as conversions that were generating from our affiliate links at your website, that were shipped to customers and that were paid for.
   6.2	All sales revenues exclude any taxes or shipping costs that we may charge.
   6.3	We will pay all commissions that accrue, through agreed upon payment methods, on a monthly basis, within 30 days after each Gregorian month period ends.
   6.4	If the commission that accrue in any month period total less than the minimal commission payment sum set for the relevant method of payment, we will hold the commissions and pay them to you thirty days after the end of the month in which aggregate accrued but unpaid commissions total the minimal commission payment sum set for the relevant method of payment or more. The minimal commission payment sum set for commission payments via PayPal is $25. The minimal commission payment sum set for commission payments via bank transfer is $100.
   6.5	Commissions recorded for sales that are subsequently canceled, returned, refunded, or charged back will be subtracted from payments. If no further payments are due under this Agreement, we reserve the right to send you a bill for any commissions associated with returned products.

   
   

7. Pay Per Click Policy:

   The following is prohibited:
   7.1	Using an affiliate link in any pay-per-click advertising campaign. Linking from a pay-per-click ad directly to our website is strictly prohibited.
   7.2	Using the ZaraMart and/or a-zara brand names, brand name misspelling or similar variations (for example "zara", "azara", etc.) as keyword or keyword phrases for the purpose of targeting adverts on PPC search engines. Bidding on such keywords, and/or keyword phrases that include these keywords, is strictly prohibited for affiliates.
   7.3	Using the ZaraMart and/or a-zara brand names, brand misspellings or similar variations in the written copy of adverts on PPC (Pay per Click) search engines.
   7.4	Using the ZaraMart and/or a-zara brand names, brand name misspelling or similar variations in any main domain names and/or url address of PPC advertising.
   7.5	The above prohibitions include but are not limited to those PPC advertising available through Google, Yahoo Marketing (previously Overture), MSN Adcenter, Miva and Looksmart. and also to advertising through any other search engine, portal, sponsored advertising service or other search or referral service.
   If we determine, in our sole discretion, that you have engaged in any of the above mentioned activities we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement and/or terminate this Agreement.

   
   

8. Limited License

   8.1	We grant you a nonexclusive, revocable right to use our affiliate links that we may provide to you solely for the purpose of identifying your site as a Program participant and to assist in generating our products sales through the Program.
   8.2	We reserve all rights associated to ZaraMart, our company, our website, our services and to all the related trade names, trademarks, logos, graphics, images, texts and all other intellectual property rights. You agree to follow our instructions respecting the use of the above mentioned elements and those instructions may change from time to time.
   8.3	We may revoke your limited license at any time, for any reason, with or without cause, by giving you a written notice.

   
   

9. Responsibility for Your Site:

   9.1	You agree to advertise us and our website, products and services, on your website in a fair and legal manner.
   9.2	We prefer that you not be an affiliate or otherwise promote, market or sell any products that are competitive with our products. If you do market competitive products and services, you agree not to present the competitors' products or services as superior to our products and services or as better than them.
   9.3	You will have sole responsibility for the development, operation and maintenance or your site and for all materials that appear on your site.
   9.4	We disclaim all liability for all materials relating to the development, operation, maintenance, and content of your site.

   
   

10. No Spam or Other Questionable Practices:

    10.1	We will not allow the use of spam (generally known as any email sent to any person who is not personally known to the sender), unaccepted search engine tricks or any other questionable practices in connection with this Agreement or the Program.
    10.2	It is prohibited for another site to represent themselves or pass themselves off as being the ZaraMart and/or a-zara brand or taking any action which is likely to confuse or mislead third parties to believe that such partner site is part of the ZaraMart and/or a-zara brand.
    10.3	It is prohibited to use pop under, pop up or sub-sites ad format to promote our Site, including any other format in which our Site appears in a new browser window, either above the existing window or below, apart from the new browser window that opens as a result of end users clicking on your link.
    10.4	We will, at our sole discretion, remove any affiliate from the Program, at any time, if it comes to our attention that spam, unaccepted search engine tricks or any questionable practice was used by the affiliate in connection with this Agreement or the Program

    
    

11. Indemnification:

    11.1

    You will indemnify, defend and hold us harmless against any and all claims, lawsuits, damages, and expanses (including, without limitation, attorneys' fees) that we may or that anyone may assert as a result of anything accruing on your site or arising from the development, operation or maintenance of your site.

    
    

12. Terms of the Agreement:

    12.1	The terms of this Agreement will begin upon our acceptance of your Program application.
    12.2	The terms of this agreement 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, which may be via email but must be responded to with a reply, stating receipt, within 48 hours.
    12.3	Upon the termination of this agreement for any reason, you will immediately cease using, and remove from your site, all links to our site, all our trademarks, logos, graphic images, texts and all other materials that we may have provided to you or allowed you to use in connection with the Program.
    12.4	You are eligible to earn referral commissions only on sales occurring during the terms of this Agreement.

    
    

13. Modifications:

    13.1

    We may change, update, or modify the terms and conditions of this Agreement at any time and at our sole discretion, by posting a change notice or a new agreement on our site. Fees and commission amounts associated in any way with the Program are also subject to change at any time by us and at our sole discretion. All such modifications will take effect at the time we specify or, if we specify no such time, immediately upon their posting on our site.

    13.2

    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 a new agreement on our site will evidence your binding acceptance of the change.

    
    

14. Relationships of Parties:

    14.1	You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationships between the parties.
    14.2	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.

    
    

15. Disclaimers:

    15.1	We make no express or implied warranties or representations with respect to the Program or any products sold by us (including, without limitation, warranties of merchantability, fitness for a particular purpose or no infringement, or any implied warranties arising from a course of performance, dealing or trade usage).
    15.2	We make no representation that the operation of our site, the tracking server or our commerce server will be uninterrupted or error-free, and we will not be liable for the consequences of any interruption or errors.

    
    

16. Limitation of Liability:

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

    
    

17. Compliance with Laws:

    17.1	At the performance of this Agreement, you shall comply at all times with all applicable laws, ordinances, rules, regulations, orders, judgments and decrees.
    17.2	You will not, and you will not knowingly permit other persons to, engage in any fraudulent, abusive or illegal activity in connection with your participation in the Program.
    17.3	You agree to be solely responsible for any and all tax obligations, if any, due to all taxing authorities arising from or in connection with your participation in the program.

    
    

18. Independent Investigation:

    18.1	You acknowledge that you have read this Agreement and agree to all its terms and conditions. You cannot claim "lack of knowledge" regarding the issues agreed herein.
    18.2	You understand that we may at any time (directly or indirectly) solicit customers 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.
    18.3	You have independently evaluated the desirability of participating in the Program and are not relying on any representation, guarantee, or statement not set forth in this agreement,

    
    

19. Jurisdiction:

    19.1	This Agreement will be exclusively governed by the laws of the State of Israel, without reference to rules governing choice of laws.
    19.2	Any action relating to this Agreement must be brought exclusively to courts located in Tel Aviv, Israel, and you irrevocably consent to the jurisdiction of those courts and waive any claim that they constitute an inappropriate venue or inconvenient forum.

    
    

20. Miscellaneous:

    20.1	You may not assign this Agreement, by operation of law or otherwise, without prior written consent. Subject to that restriction, this Agreement will bind, insure to the benefit of and be enforceable against the parties and their respective successors and assigns.
    20.2	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 the Agreement.