PLEASE READ THE FOLLOWING CAREFULLY BEFORE AGREEING TO PARTICIPATE IN THE DIAMONDWAVE
AFFILIATE PROGRAM (THE "AFFILIATE PROGRAM"). JAN 1, 2017
YOUR PARTICIPATION IN THE DIAMONDWAVE AFFILIATE PROGRAM IS CONDITIONED UPON YOUR
ACCEPTANCE OF ALL THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT.
The DiamondWave Affiliate Program Agreement contains the terms and conditions of
the DiamondWave Affiliate Program. Defined terms in this Agreement include the following: (a) "you" or
"your" shall mean you, the applicant applying to participate in the Affiliate Program, and upon our
acceptance of your application, the Affiliate, (b) "we" or "us" or "our" shall mean DiamondWave, (c) "our
Website" shall mean the DiamondWave Web site currently located at www.diamondwave.com, (d)
"your Website" shall mean the World Wide Web site from which you will link to our Web site, (e)
"Affiliate" shall mean a party accepted as a member of the Affiliate Program, (f) "User" shall mean a
customer who links from your Web site to our Web site, (g) "Products" shall mean any merchandise
offered for sale by us on our Website and does not include items offered for sale by third parties on our
Website, (h) "Affiliate Site" shall mean an Affiliate Website that has been accepted as an Affiliate of
DiamondWave and (i) "Link" or "Links" shall mean banner advertisements, buttons, data feeds,
storefronts, widgets, search boxes, links or text links that link to the DiamondWave home page or other
specific pages of the DiamondWave Web site, containing the DiamondWave logo.
2. Program Enrollment.
To begin the enrollment process in the DiamondWave Affiliate Program, you
must complete the DiamondWave Online Application and accept the terms and conditions of this
Agreement. Once you have accepted this Agreement and clicked on the "Submit Registration" button at
the bottom of the Online Application, we will review your completed Online Application in good faith
and inform you within a timely manner of whether or not you have been accepted as an Affiliate. We
reserve the right to accept or reject Affiliates in our sole discretion. We may reject your application if we
determine, in our sole discretion, that your Web site is inappropriate or objectionable. Web sites that
are objectionable or inappropriate include sites that are: unavailable or under construction,
aesthetically unpleasing, contain hate/violent/sexually explicit/offensive content, promote excessive
drinking and/or drug use, promote discrimination based on race, sex, religion, nationality, disability,
sexual orientation, or age, are libelous, disparaging, or defamatory, promote violence or illegal activities,
use DiamondWave's variations or misspellings in its domain names and, incorporate materials that
infringe upon copyright, trademark or other intellectual property rights.
If we temporarily reject your application, you may not participate in the Affiliate Program, but you may
reapply to be an Affiliate at any time. If we permanently reject your site, you may not reapply to the
program. If your Web site is accepted, you will be eligible to link DiamondWave Links to your Website.
We reserve the right in our sole discretion to reject an Affiliate application even after we have
communicated acceptance to you or may remove an Affiliate from the Affiliate Program at any time for
3. Linking Requirements.
When you become an Affiliate Site in our Affiliate Program, we will provide you with Links that will
allow Users to your Web site to be transported directly when they click on the Link to Products on our
Web site. As an Affiliate, you may display these Links on your Website subject to the terms and
conditions contained herein. All Links are subject to our approval and we will provide you with the
information that you need to enable you to make appropriate Links to our Web site from your Web site.
By accepting the terms of this Agreement, you agree that you shall cooperate fully with DiamondWave
to maintain such Link or Links.
You further agree that (a) such Link or Links shall be displayed prominently throughout your Web site as
you see fit and with our consent, (b) no Link or Links shall be modified, expanded or reduced in any way
without our consent and (c) no Link or Links on your Website shall in any way modify the look, feel
and/or functionality of our Web site. We reserve the right to monitor your Web site at any and at all
times to make certain that you are in compliance with the terms and conditions of this Agreement. You
shall be fully responsible for all content, links, and activities conducted on your Web site. We disclaim all
liabilities related to such matters. You agree to indemnify DiamondWave and hold us harmless (as well
as our employees, officers, agents, directors and affiliated entities) from all liability claims, damages and
expenses (including, without limitation, attorneys' fees) relating to the development, operation,
maintenance, activities, contents and links of your Web site.
Use of forced or automated clicks and/or cookies. You agree that You shall not: Place or use any Link
of DiamondWave except with the intention of delivering valid sales, leads, applications, accounts, clicks
or other specified compensable actions;
Inflate the number of applications, accounts, clicks or other specified compensable actions or any
impressions of the DiamondWave website, by any method or using any hidden frames, java pop-ups,
Web bot, robot, automatic redirecting of users, auto-spawning of browsers, or any other technique or
means of generating automated click-throughs, requiring visitors to click on DiamondWave Link before
entering any area of Your Site(s), by placing or including Promotions or links on pages of Your Site that
automatically reload or go to another page without interaction from the user (for example, client pull or
server push technology, METATAG reload, or refresh command on page html) or on any page that is not
generally accessible to all Web users (for example, pop-up windows and hidden frames);
Affiliates using any of the aforementioned techniques or methods to establish a click and/or place a
cookie on a user's computer will be terminated without notice and forfeit all outstanding and future
4. Order Processing.
All orders, customer service and fulfillment of such orders will be handled by and
through DiamondWave. You may not take orders, perform customer service or deliver Products on our
behalf. We will process orders from any Users directed by you through your Web site, but we reserve
the right to reject any orders that do not comply with any requirements that we may periodically
impose. We will be solely responsible for all aspects of Product order processing and fulfillment,
including order entry, payment processing, shipping, cancellations, returns and related customer
DiamondWave will be responsible for tracking the number of Products sold to Users who are directed
from your Web site to our Web site and will make available to you reports, summarizing your sales
activity through DiamondWave. The form, content, and frequency of the reports may vary from time to
time in our sole discretion. We are not responsible for ensuring that your Web site contains proper Links
and/or linking to the DiamondWave Web site to ensure that Accurate tracking, reporting and sales
accrual can occur. You are responsible for making certain that the Links between your Web site and our
Web site are formatted properly. We reserve the right to change the prices of any or all of our Products
at any time in our Sole discretion without notice. We cannot ensure that if an order is placed that any
Product will be available to the User or that a stated price for a Product will be accurate.
We do not honor misquoted prices. All personal information regarding the User is the sole and exclusive
property of DiamondWave and shall not be provided to you as is required pursuant to DiamondWave's
5. Referral Fees and Commissions.
We will pay you on all net sales based on the amount of net revenue
achieved in a given month. The Commission shall be equal to a percentage of the Net Sales of Products
purchased by a User utilizing the links between your Web site and our Web site (the "Commission").
"Net Sales" shall mean the gross sale price of a Product, excluding amounts collected by us for gift
certificates, sales taxes, duties, shipping, handling, fraud, charge-backs, exchanges, credit card
processing fees, taxes and similar charges. The current Commission fee schedule is as follows.
All Affiliates that sign up to the DiamondWave Affiliate program will receive a 5% Commission on all
their preset and loose stone jewelry sales.
The maximum commissionable revenue per order is $12,000; therefore the maximum commission that
can be honored is $600 per order. For example, a net pre-set jewelry sale of $10,000 will honor a
commission of $500.
The Referral Fees and the Commission rates are subject to change at any time in our sole discretion
without notice. In order for you to generate a Referral Fee or Commission, the User must follow a link
from your Web site to our site, and within 30 days purchase the product using either our automated
ordering system or by contacting one of our diamond and jewelry consultants, accept the delivery of the
Product at the shipping destination, remit full payment to us and not cancel the order. You will not be
eligible for a Referral Fee or Commission under the following circumstances:
A party comes to DiamondWave through you and does not purchase anything and then returns to
DiamondWave via another Affiliate or partner at a later date and then makes a purchase, the second
Affiliate or partner will receive the credit for the ultimate purchase.
A party comes to DiamondWave through your Web site and returns more than 30 days later by entering
our URL directly, then you will not receive credit for that later purchase.
The User has prevented cookies from being saved on his, her or its' hard drive.
The User does not provide our diamond and jewelry consultant with your Affiliate tracking number for
If a User to our Web site cannot be tracked by our online ordering system for any reason.
A party comes to DiamondWave through your Web site but purchases using a "reference code",
"promotional code" or "discount code" that discounts their purchase, will be voided unless the
code is provided to you directly from the DiamondWave Affiliate Manager.
7. Referral Fees and Commission Payments.
We will pay your Referral Fees and Commission payments
on a monthly basis for merchandise purchased by a User-directed from your Web site provided all of the
conditions in Section 6 have been met. Referral Fees and Commission payments for items that have
been returned 90 days or less from the purchase will be deducted in the month that the items are
returned. Payments will be made approximately 45 days after the end of each month. We will send you
a check for the Referral Fees and Commissions earned for Products that we shipped during the
applicable period less any returned items during that applicable period less any taxes on such
Commissions that we are required by law to withhold, provided you have (a) not breached any terms or
conditions of this Agreement, (b) met the conditions set forth in Section 12 hereof and (c) you have
previously provided to us a valid mailing address to which the payment may be mailed. DiamondWave
will also hold payment if any affiliate payment report is a negative number or any future payment
reports are negative. We shall withhold such payment until the next affiliate payment report is a positive
8. Policies and Pricing.
Users who purchase Products through the Affiliate Program will be deemed to be
customers of DiamondWave. Accordingly, all of our rules, policies, and operating procedures concerning
customer orders, customer service, and sales will apply to those Users. We may change our policies and
operating procedures at any time in our sole discretion without notice. Products, availability of our
Products and our pricing of such Products may vary from time to time. We will use commercially
reasonable efforts to present accurate information, but we cannot guarantee the availability or the price
of any particular Product.
A Non-Exclusive, Limited License to DiamondWave Logo and Trademarks. You agree to display the
DiamondWave logo (the "Logo") on your homepage or other promotional location of your Web site. We
hereby grant to you a non-exclusive, non-transferrable, revocable, limited license to use our Logo,
name, URL and trademarks in such a manner and to otherwise display our Logo, name, URL and
trademarks (collectively, the "Licensed Trademarks") on your Web site.
You acknowledge and agree that such license is limited and that all right, title, ownership and interest in
the Licensed Trademarks shall remain with us at all times. You shall use the Licensed Trademarks in
exactly the form provided to you for your use. Your use of such Licensed Trademarks shall comply with
any trademark usage policies that we may adopt from time to time.
You shall not take any action inconsistent with our ownership of or the goodwill associated with the
Licensed Trademarks, including, without limitation, applying for registration of any of our trademarks (or
any mark similar thereto) anywhere in the world. You agree that any benefits and goodwill arising from
your use of the Licensed Trademarks shall inure solely to our benefit. You agree that you shall not
engage, participate or otherwise become involved in any activity or course of action that diminishes
and/or tarnishes the image and/or reputation of DiamondWave.
You also agree that you shall not use the Licensed Trademarks in any manner that is disparaging or that
otherwise portrays us in a negative light. We reserve all of our rights in the Licensed Trademarks and all
other intellectual property rights. You shall obtain no rights in or to the Licensed Trademarks in the
event of the termination of this Agreement. You shall not create, publish, distribute or permit any
written materials that make reference to us, without first submitting such material to us and receiving
our written consent. We may revoke your license at any time. You shall obtain no rights in and to the
Licensed Trademarks in the event of the termination or expiration of this Agreement.
This license shall terminate upon the effective date of the expiration or termination of this Agreement.
Non-Exclusive Limited License and Use of Affiliate Logos and Trademarks. You grant us a non-exclusive
license to utilize your names, titles, logos, trademarks and URLs (collectively, the "Affiliate Trademarks")
to advertise, market, promote and publicize in any manner our rights hereunder; provided, however, we
shall not be required to advertise, market, promote or publicize your Web site.
You hereby represent and warrant that you are the sole and exclusive owner of the Affiliate Trademarks
and have the right and power to grant us the license to use the same contemplated in this Agreement
and that such grant does not and will not (a) breach, conflict with or constitute a default under any
agreement or another instrument applicable to you or binding upon you or (b) infringe upon any
trademark, trade name, service mark, copyright or another proprietary right of any other person or
entity. This license shall terminate upon the effective date of the expiration or termination of this
Use of DiamondWave's Trademarks on Third-Party Web Sites. Affiliate Partner agrees not to bid on
Merchant trademarks or variations thereof, including, but not limited to: DiamondWave, or
DiamondWave.com, within any and all pay-for-placement, paid inclusion and other search engines. In
addition, Affiliate may not claim to be DiamondWave.com in any pay-for-placement, paid inclusion or
other search engines, and must clearly state the nature of the Affiliate relationship.
Affiliates violating this policy may be terminated without notice and forfeit all outstanding and future
Ownership: The Links and all User data collected pursuant to this Agreement are, as between us and
you, our property and we own all right, title and interest in the Licensed Trademarks (as described in
Section 8(a) above) and User data.
11. Affiliate Partner Responsibilities.
You will be solely responsible for the development, technical
operation and maintenance of your Web site and for all materials that appear on your Web site. You
shall be solely responsible for ensuring that materials posted on your Web site do not violate or infringe
upon the rights of any third party, including copyright, trademark, privacy or other personal or
proprietary rights, and ensuring that materials posted on your Web site are not libelous or otherwise
illegal. You must have express written consent to use another party's copyrighted or proprietary
We disclaim all responsibility if you use another party's copyrighted or other proprietary material in
violation of the law. Further, you will indemnify us and hold us harmless from all liability, claims,
damages and expenses (including, without limitation, attorneys' fees) relating to the development,
operations, maintenance and contents of your Web site.
12. Affiliate Representations and Warranties.
You hereby represent and warrant to us that this
Agreement has been duly executed and validly approved by your authorized agent and that such
Agreement has been validly executed and delivered by you and constitutes your legal, valid and binding
obligation, enforceable against you in accordance with its terms and that the execution, delivery and
performance of this Agreement are within your legal capacity and power, have been duly authorized by
all requisite action on your part, require the approval or consent of no other persons and neither violate
nor constitute a default under the provision of any law, rule, regulation, order, judgment or decree to
which you are subject or which is binding upon you, or the terms of any other agreement, document or
instrument applicable to you or binding upon you.
13. Agreement Term.
The term of this Agreement shall begin upon our acceptance of your Online
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 a written notice of
termination. Notice by e-mail to your address on our records is considered sufficient notice for
termination of this Agreement.
If this Agreement is terminated because (a) you violated the terms of this Agreement or (b) because
your Web site is deemed by us to be objectionable (as described in accordance with Section 2 hereof),
you are not eligible to receive any Referral Fees or Commission payments, even for Referral Fees or
Commissions that you earned prior to the date of your termination. If this Agreement is terminated for
any other reason, then you shall be eligible to receive only those Referral Fees and Commissions
generated prior to the termination of this Agreement.
Referral Fees and Commissions earned through the termination of the Agreement shall remain payable
only if the related Product orders are not canceled or returned. We reserve the right to withhold your
final payment for a reasonable period of time to ensure that the correct amount is paid to you.
14. Agreement 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 new agreement on our
site. Notice of any change to this Agreement delivered by e-mail, to your address on our records, or the
posting of a new agreement on our Website is considered sufficient notice for notifying you of a
modification to the terms and conditions of this Agreement. Modifications may include, but are not
limited to, changes in the scope of available Referral Fees, the Commission schedule, payment
procedures and Affiliate Program rules.
All such modifications shall take effect 48 hours after we serve notice as provided above unless we
indicate otherwise. If a modification is unacceptable to you, your sole recourse is to terminate this
Agreement. Your continued participation in the Affiliate Program following our posting of a change will
constitute a binding acceptance by you of such change.
15. Relationship of the Parties to this Agreement.
Each party shall act as an independent contractor and
nothing set forth 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 14.
16. Unsolicited Commercial e-mail ("spam"). Partner understands that the use of unsolicited commercial
e-mail ("spam") by affiliates is absolutely prohibited. Your participation in the DiamondWave affiliate
program constitutes your specific and unconditional agreement to abide this anti-spam policy. Proper email
solicitation, however, can be an important means of advertising your site and your relationship
with DiamondWave. The following rules represent best practices, which are permitted under this
If an "opt-In" system exists for your line of business and target market, you may use it. (Opt-In systems
are those where the user specifically requests to be placed on a mailing list.)
You may generate your own opt-In list through forms on your website, as long as you disclose that users
will receive emailing's from you.
Terms and Conditions
Use of "opt-out" systems is strictly prohibited.
Use of any lists, whether purchased or created, compiled by means of automated tools are not
permitted. This includes, for example, lists developed by scanning Usenet, e-mail archives, or Web
pages for e-mail addresses, regardless of whether the scan was "targeted." You must use valid e-mail
headers at all times.
You must give the Web address of the opt-in system used and tell the user receiving your mail that such
e-mails can be stopped by visiting that opt-in site.
If anyone contacts you and asks to be removed from your list you will do so within 96 hours and send an
e-mail acknowledging the removal.
Violation of these rules will result in the suspension or termination of your affiliate relationship with
DiamondWave including the forfeiture of any commissions from the date of the offending e-mailing.
17. Limitations on Liability.
We will have no liability of any sort arising from any interruptions or errors in
our Web site. WE WILL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES OR ANY LOST REVENUES, DATA OR PROFITS ARISING UNDER OR WITH
RESPECT TO THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF WE WERE ADVISED OR SHOULD
HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF
ESSENTIAL PURPOSE OF ANY REMEDY.
Further, our aggregate liability arising under or with respect to this Agreement or the Affiliate Program
shall in no event exceed the total amount of Referral Fees and Commissions paid or payable by us to you
under this Agreement.
18. Warranty Disclaimers.
WE HEREBY DISCLAIM, AND YOU HEREBY RELEASE US, FROM ANY AND ALL
LIABILITY FOR DOWNTIME OR OTHER INTERRUPTIONS IN SERVICE REGARDING THE LINKS AND/OR OUR
WEBSITE LIMITING THE FOREGOING, THE LINKS, THE LICENSED TRADEMARKS ARE PROVIDED TO YOU
"AS IS" WITHOUT ANY WARRANTY OR ANY KIND. WE MAKE NO WARRANTIES OR REPRESENTATIONS OF
ANY KIND WITH REGARD TO THE AFFILIATE PROGRAM OR ANY PRODUCTS, EXPRESS OR IMPLIED,
STATUTORY, ARISING BY LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, OR ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.
WE DO NOT WARRANT THAT OUR WEBSITE OR PRODUCTS WILL BE ERROR-FREE, FUNCTION WITHOUT
INTERRUPTION OR THAT ANY ERRORS WILL BE CORRECTED. IF AS A MATTER OF LAW WE MAY NOT
DISCLAIM ANY WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE THE MINIMUM
PERMISSIBLE UNDER APPLICABLE LAW.
You hereby agree to indemnify, defend and hold harmless us and our stockholders,
officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all
claims, losses, liabilities, damages or expenses (including attorneys' fees) of any nature whatsoever
incurred or suffered by us (the "Damages") insofar as such Damages (or actions in respect thereof) arise
out of or are based upon (a) any claim or threatened claim that our use of the Affiliate Trademarks
infringes on the rights of any third party, (b) the breach of any representation or warranty or covenant
made by you in this Agreement or (c) or any claim related to your Web site.
20. Independent Investigation. YOU ACKNOWLEDGE THAT YOU HAVE 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 COMPETITIVE WITH
YOU'RE WEBSITE. 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.
This Agreement shall be governed by the laws of the United States and of the State of New York, as
applied to agreements made, entered into and performed entirely within the State of New York,
notwithstanding your actual state of residence or principal business location.
Any action relating to this Agreement must be brought in federal or state courts located in New York
County, New York and you irrevocably consent to the jurisdiction of such courts. You may not assign this
agreement, by operation or law or otherwise, without our prior written consent, any such purported
assignment shall be null and void. Subject to such restriction, this Agreement will be binding upon, inure
to the benefit of and be enforceable against the parties and their respective successors and assigns. If
any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will
continue in full force without being impaired or invalidated in any way. 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. This Agreement constitutes the entire
agreement between the parties regarding its subject matter, supersedes any other agreements or
understandings between them, and may only be amended by a writing signed by us.
866 978 7801