Affiliate Enrollment
In order to process your enrollment, please completely fill out and submit the "John’s Toys Affiliate Application Form."  You will see this form after accepting the terms of enrollment.  We will evaluate your application and 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 our Affiliate Program. Unsuitable sites include those that:

• promote sexually explicit materials
• promote violence
• promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
• promote illegal activities
• otherwise violate intellectual property rights

If we reject your application, you are welcome to re-apply to the Affiliate 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 Affiliate Program, we may terminate this Agreement.

1.      Enrollment in the Program

To become a participant in the Affiliate Program, you must properly complete the John’s Toys Affiliate Application Form and submit the application to us via our website.  Following our review of your submission, we will notify you of our decision in a timely manner. We have the right to accept or reject your application at our sole discretion, with or without reason. Applications will not be accepted from any of our vendors or employees or from any applicant operating a website that contains any of the following: (i) speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise), or (ii) any unlawful behavior or conduct. If we reject your application, you are welcome to reapply to our Affiliate Program at any time.

Site Links

Once you have been notified that your site has been accepted into the Affiliate Program, you may provide on your site one or more of the following types of links to our site:

Product Links: You may select one or more products to list on your site.  For each selected product, you will display on your site a short description, review, or other reference.  You will be responsible for the content, style, and placement of these references. You may add or delete products (and related links) from your site at any time without our approval.

General Link to John's Toys: You may provide a general link on your site to http://www.johns-toys-store.com.

General Link to a specific John’s Toys Category (i.e. Lord of the Rings, James Bond, Muppets, etc.)

Affiliate Code

We will provide you with guidelines and graphic artwork to use in linking to our home page. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with an "affiliate code" 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.  John’s Toys is not responsible for affiliate code miscoding, which can result in inaccurate tracking of fee accruals.

You acknowledge that by participating in the John’s Toys Affiliate Program and placing any of the johnstoys.com affiliate links within your site, johnstoys.com may receive information from or about visitors to your site. Your participation in John’s Toys Affiliate Program constitutes your specific and unconditional consent to and authorization for John’s Toys’ access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in John’s Toys Privacy Policy.

Commission Determination and Payment

We will process product orders placed by customers who follow the assigned "affiliate code" 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 your assigned affiliate code 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 at our discretion.

On a monthly basis in accordance with Section 3 below, we agree to pay you commissions in accordance with the table set forth below on Purchase Amounts derived from Affiliate-Generated Purchases. An "Affiliate-Generated Purchase" occurs when a customer follows a properly coded Link (as defined below) from your site to our site, selects and purchases a product from our site using our ordering system, accepts delivery of the product at the shipping destination, and remits full payment to us.  An Affiliate-Generated Purchase will not include any products that are added to a customer's "Shopping Cart" on our site after the customer has exited and reentered our site (other than through a properly coded Link from your site to our site), even if the customer previously followed a link from your site to our site. "Purchase Amount" means the gross sales of your Affiliate-Generated Purchases minus shipping charges, taxes, coupons or other discounts and product returns related to such gross sales. Our determinations of the commissions payable to you will be final and binding on you. We reserve the right to withhold commissions at our sole discretion if there is any evidence of suspicious activity on the part of the affiliate.

Following is the schedule for commissions on Affiliate-Generated Purchases. You may be compensated with cash, or John’s Toys Store Credit:

2.      Commission Payment

We will pay your commission on a monthly basis. Approximately 60 days following the end of each calendar month, we will send you a check, or credit your store account for the commission earned on the Purchase Amount for products that were shipped during that month. For example, you will be paid soon after April 1 for Purchases shipped during January, and you will be paid on May 1 for Purchases shipped during February, etc.  Commissions will be paid in U.S. dollars with a check from a U.S. bank. If the commissions payable to you for any calendar month are less than $20.00, we will hold those commissions until the next calendar month if the commissions are to be paid in cash. Store credit will be applied each month regardless of the amount. Cash commissions will be held until the total exceeds $20.00, or until the affiliate relationship is terminated. If a product sale that generated a commission is returned by the customer, we will deduct the corresponding commission from your next monthly payment or, if there is no subsequent payment, we will send you a bill for the amount we overpaid you, which will be payable promptly upon receipt.

3.      Policies and Pricing

            Customers who buy products through this Affiliate Program will be deemed to be

            customers of John’s Toys. Accordingly, all John’s Toys 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 Affiliate 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 reflected on your site must

            be stated as "subject to change". We will use commercially reasonable efforts to

            present accurate information, but we cannot guarantee the availability or price of

            any particular product.

Identifying Yourself as an Affiliate

You may not issue any press release with respect to this Agreement or your participation in the Affiliate Program; such action may result in your termination from the Affiliate Program. 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 John’s Toys supports, sponsors, endorses, or contributes money to any charity or other cause).

4.      Grant of Limited License by John’s Toys to Affiliate; Promotion of Affiliate Relationship

During the Term, you agree that you will place on your website one or more of the graphic links approved by us and made available to you via our Affiliate Program website, and you will code all links to our website in the manner specified by us. During the Term (as defined below) of this agreement, we grant to you a nonexclusive, revocable, non-transferable, non-sublicenseable right and license to use within the United States (a) the links for the sole purpose of displaying the links on your website with the URL specified in your application in order to connect that site to our site and (b) our other names, marks or symbols (the "Licensed Materials") for the sole purpose of advertising, promoting or marketing your affiliate relationship with us.

Prior to using any of the Licensed Materials, you will submit to us for approval a draft of all proposed material that incorporates the Licensed Materials (e.g., publicity copy, artwork and layout), together with a brief statement setting forth the proposed use of such materials and any other background or supporting material reasonably requested by us to allow us to make an informed judgment. All such materials will be submitted to us at least ten (10) days prior to the date of first intended use. We will notify you of our approval or disapproval of such materials within five (5) business days of our receipt of all information required to be submitted. The approval or disapproval of such materials will be in our sole discretion. Any materials not receiving our specific written preliminary approval will be deemed disapproved.

You will use the links and the Licensed Materials only in the exact form, style and type approved by us, and you will include with the links and the Licensed Materials such copyright, trademark or other notices as may be required by law or requested by us. We will have the right to alter, modify or discontinue the use of any of the links or the Licensed Materials or the form, style or type thereof at any time in our sole discretion.

In addition to the foregoing control measures, we may implement additional control measures to protect our intellectual property rights in the links and the Licensed Materials, and you agree to cooperate with us in our efforts to protect such intellectual property rights. You further agree to maintain a level of quality in connection with your use of the links and the Licensed Materials that is consistent with general industry standards, and you acknowledge that we will periodically monitor your use of the links and the Licensed Materials to confirm your maintenance of such quality levels.

You acknowledge that, except for the license expressly granted in this agreement, you have not acquired and will not acquire any right, interest or title to the Links or the Licensed Materials by reason of this agreement or through the exercise of any rights in the links or the Licensed Materials granted to you hereunder. You further acknowledge that all proprietary rights in the links and the Licensed Materials and the goodwill associated therewith are solely owned by and belong to us, and that all additional goodwill associated with the links and the Licensed Materials created through their use by you will inure to our sole benefit. As between you and us, we will be considered the creator of the links and the Licensed Materials, and all rights in the links and the Licensed Materials will be our property. In addition, you hereby grant, assign and convey to us any and all rights you may now have or may be deemed to have in the future with respect to the links and the Licensed Materials or any portion of them. You agree not to register or attempt to register any brand, names, marks, or other elements of the links or the Licensed Materials as a trademark, service mark, Internet domain name, trade name, or any similar trademarks or name, with any domestic or foreign governmental or quasi-governmental authority which would be likely to cause confusion with any of the links or the Licensed Materials. You agree not to commit any act that would cause any of the links or the Licensed Materials to vest in the public domain anywhere in the United States or Canada. Other than as set forth in this agreement, you shall make no use of the links or the Licensed Materials or of any designation confusingly similar to any of the links or the Licensed Materials without our prior written consent.

You further agree that you will not have the right to, and you will not, (a) make any mention of the John’s Toys Affiliate Program on your site unless accompanied by an approved link to the John’s Toys site; (b) use the links or the Licensed Materials in any manner that suggests an endorsement or validation of any product or service other than our site; (c) use the links or the Licensed Materials in connection or association with any matter that falls within any of the categories listed in subclauses (i) through (ii) of Section 1 of this agreement; (d) use the links or the Licensed Materials or any other names, marks, symbols, copyrights, logos, fanciful or other characters, designs, representations, figures, drawings, photographs, ideas or other proprietary designations or properties owned, developed, licensed or created by us, except as expressly permitted by this agreement; (e) use the links or the Licensed Materials as your own property; or (f) use the links or the Licensed Materials in connection with, in any manner or form, the names, marks, signs, symbols, products, services, logos or other proprietary designations or properties of any third parties. You further agree that you will not post, mail or distribute our coupons, gift certificates or other discount mechanisms in any way without first obtaining our written consent, nor will you in any way misrepresent our offers, policies or product availability.

You shall promptly report to us if you become aware of (a) any infringement of our intellectual property rights relating to the links or the Licensed Materials by any third party, (b) any infringement by any such third party of any right granted under this agreement and (c) any unauthorized copying or distribution of the links or the Licensed Materials or any component thereof by any third party.

5.      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:

• the technical operation of your site and all related equipment
• creating and posting product descriptions on your site and linking those descriptions to our catalog
• the accuracy and appropriateness of materials posted on your site (including, among other things, all product-related materials)
• ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)
• ensuring that materials posted on your site are not libelous or otherwise illegal

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.

Term of the Agreement

The term of this Agreement will begin upon our acceptance of your Affiliate 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 John’s Toys 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 Affiliate 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.

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.

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.

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 Affiliate 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 Affiliate Program will not exceed the total referral fees paid or payable to you under this Agreement.

Disclaimers

We make no express or implied warranties or representations with respect to the Affiliate Program or any products sold through the Affiliate Program (including, without limitation, warranties of fitness, merchantability, non-infringement, 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.

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.

Arbitration

Arbitration under this agreement shall be conducted under the rules 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.

Miscellaneous

The provisions contained in this agreement constitute the entire agreement between the parties with respect to the subject matter of this agreement, and no statement or inducement with respect to such subject matter by any party which is not contained in this agreement shall be valid or binding between the parties.

You may not assign or transfer this agreement or any interest herein, nor shall the same be assignable by operation of law, without our prior written consent. For this purpose, "assignment" shall include any sale of a majority of the voting power of your capital stock or any merger, consolidation or other comparable transaction following which you are not the surviving corporation.

This agreement shall be governed by, and construed in accordance with, the laws of the State of Massachusetts. Any legal proceeding of any nature brought by either party against the other to enforce any right or obligation under this agreement, or arising out of any matter pertaining to this agreement, shall be submitted for trial, without jury, before the federal or state courts located in the city of Worcester, Massachusetts. The parties consent and submit to the jurisdiction of any such court and agree to accept service of process inside or outside the State of Massachusetts in any matter to be submitted to any such court pursuant hereto.

No release, discharge or waiver of any provision of this agreement will be enforceable against or binding upon either party unless in writing and executed by the party granting such release, discharge or waiver. Neither the failure to insist upon strict performance of any of the agreements, terms, covenants or conditions hereof, nor the acceptance of monies due hereunder with knowledge of a breach of this agreement, shall be deemed a waiver of any rights or remedies that either party may have or a waiver of any subsequent breach or default in any of such agreements, terms, covenants and conditions.

If any term or provision of this agreement shall be found to be void or contrary to law, such term or provision shall, but only to the extent necessary to bring this agreement within the requirements of law, be deemed to be severable from the other terms and provisions hereof, and the remainder of this agreement shall be given effect as if the parties had not included the severed term herein.

As used in this agreement, "dollars" or "$" refers to United States dollars.