Terms & Conditions
YOUR PARTICIPATION IN THE NUMINED DIAMONDS AFFILIATE PROGRAM IS DEPENDENT UPON YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS DELINEATED IN THIS AGREEMENT.
2. Program Enrollment. To participate in the Numined Diamonds Affiliate Program, you must complete the Numined Diamonds Online Application and accept the terms and conditions of this Agreement. Upon completion of your application and acceptance of our Terms and Conditions, you will be notified by us shortly whether or not we have accepted you as an Affiliate.
4. Term of Agreement. The term of this Agreement begins upon our acceptance of your Online Application, and will end when terminated by either party. Either party may terminate this agreement at any time by giving the other party a written Notice of Termination.
b. If the Agreement is terminated for any other reason, you will receive Referral Fees and Commission provided that Product orders are not canceled or returned. We reserve the right to withhold final payment to you to ensure that the Product order is completed, and to ensure that the correct amount is paid to you.
a. Affiliates in the Numined Diamonds Affiliate Program receive a 5% commission on all sales (minus the amount of any discounts applied to the purchase).
6. Referral Fees and Commission rates are subject to change at any time without notice. To generate a Commission, a User must follow a link from your website to NuminedDiamonds.com and, within 30 days: purchase the product either online or by contacting one of our customer service representatives; accept the delivery of the Product at the shipping address; remit full payment to us; and not cancel the order. Under the following circumstances, You will not be eligible for a commission:
b. A User comes to our website through your website, but returns after more than 30 days by entering our URL directly.
d. The User does not provide Numined Diamonds with your Affiliate tracking number.
f. A User visits our website through your website, but makes a purchase using a discount or reference code, unless that specific code has been assigned to you by the Numined Diamonds Affiliate Manager.
a. When you are accepted as a Numined Diamonds Affiliate, we will provide you with links that will allow users on your website to be linked directly to our website when using the appropriate link. No link may be changed in any way without our consent. By accepting the terms of this Agreement, you agree that you shall cooperate fully with Numined Diamonds to maintain links between your website and NuminedDiamonds.com. You shall be solely responsible for the content on your website, and will agree to hold harmless Numined Diamonds (including our employees, agents, directors, officers, and affiliated entities) from any claims, expenses, or damages relating to all aspects of your website.
8. Affiliate Responsibilities. Affiliate will be solely responsible for the development and operation of your website, and for anything appearing on it. You will ensure that any materials on your website do not violate or infringe on the rights of any third party, and that they are not in any way libelous or illegal. Numined Diamonds disclaims any responsibility should you use a third party’s proprietary materials without our express written permission. You will hold harmless Numined Diamonds from any claims, damages, expenses, or other liability relating to the contents of your website.
Numined Diamonds will be responsible for tracking the number of Products sold to Users directed from your website to NuminedDiamonds.com. We will provide you with reports summarizing your sales activity through Numined Diamonds. These reports will be sent as we see fit. You are responsible for making certain that the Links between your website and NuminedDiamonds.com are properly maintained. We reserve the right to change the prices of any or all of our Products at any time without notice. We cannot ensure that any Product will be available to the User, or that a stated price for a Product will be up-to-date.
b. You agree that this license is limited, and that Numined Diamonds maintains all title, ownership, interest, and rights in the Licensed Trademarks. Your use of such Trademarks must comply with our usage policies.
d. We reserve all of our rights to the Licensed Trademarks and any other intellectual property. In the event of termination of this agreement, You obtain no rights in or to our Licensed Trademarks. You will not be a party to the distribution of any materials referring to Us without first submitting the material to us and receiving our written consent. We may revoke your license at any time.
12. 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 promote, advertise, and market in your Web site.
b. Use of Numined Diamonds Trademarks on Third-Party Websites: Affiliate agrees not to bid on Licensed Trademarks or variations thereof, including (but not limited to) Numined Diamonds, NuminedDiamonds.com, NuminedDiamonds, etc. within all and any paid-inclusion, pay-for-placement and other search engines. Also, Affiliate may not claim to be NuminedDiamonds.com in any such entities, and must clearly and openly state the nature of the Affiliate relationship. Affiliates violating this policy may be terminated with notice, and will therefore forfeit all outstanding or future commissions.
13. Agreement Modification. Numined Diamonds may choose to modify any of the terms and conditions contained in this Agreement at any time by posting a change notice or new agreement on our site. Notice of any change to this Agreement delivered by e-mail, to your mailing address on our records, or by posting of a new agreement on our website is considered sufficient notice of any changes to the terms and conditions of this Agreement. Modifications include (but are not limited to) changes in available Referral Fees, Commission schedule, payment procedures and Affiliate Program rules. Any changes shall take effect 48 hours after we serve notice, unless we indicate otherwise. If a change in the Agreement is unacceptable to you, your sole recourse is to terminate the Agreement. Continued participation in the Affiliate Program following our posting of any changes will constitute acceptance of changes by You.
15. SPAM. Affiliate guarantees that he will not use unsolicited commercial email (SPAM) in any way. Participation in Our Affiliate Program includes your unconditional agreement to abide by our strict anti-SPAM policy. The use of SPAM will be cause for immediate termination of Agreement.
17. Liability. Numined Diamonds will have no liability of any kind from issues relating to any interruptions or errors on our website. We will have no liability for any kind of damages or lost revenue, data, or profits with respect to this agreement or the Affiliate Program. Under no circumstances will Numined Diamonds be held responsible for damages, even if We were advised of the possibility of such events. Our liability with respect to this Agreement shall, in no event, exceed the amount of Commissions and Referral Fees payable by Us to You.
19. Indemnification. You agree to indemnify and hold harmless Numined Diamonds (including, but not limited to our officers, directors, agents, affiliates, employees, stockholders, and successors) from any and all losses, liabilities, claims, damages, and expenses (including attorneys’ fees) of any nature insofar as those damages are a result of: any claim that our use of the Affiliate Trademarks infringes on the rights of any third party; the breach of any representation made by You in this Agreement; or any claim related to your website.
21. Independent Investigation: You acknowledge that you have read this Agreement in full, and that you agree to its terms and conditions. You agree that we may, at any time and at our sole discretion, solicit customer referrals under terms that may differ from those delineated in this Agreement. We may also, at any time, create or operate websites that are competitive with your own website. Further, you are stating that you have independently investigated the value of participating in the Numined Diamonds Affiliate Program and understand all terms and conditions as set forth in this Agreement.
This Agreement shall be governed by the laws of the United States and of the State of Illinois, as applied to Agreements made, entered into and performed entirely within the State of Illinois, 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 Cook County, Illinois and You irrevocably consent to the jurisdiction of these courts. You may not assign this agreement, by operation or law or otherwise, without our prior written consent. Subject to such restriction, this Agreement will be binding upon, be enforceable against and inure to the benefit of the parties and their successors and assigns. If any of the terms of this Agreement is found to be invalid or unenforceable for any reason, the remaining terms will continue without impairment or invalidation of any kind. This Agreement constitutes the entire agreement between the parties regarding the Numined Diamonds Affiliate Program, superseding any other agreements or understandings between us, and may only be changed, in writing and signed by Us.