2.  Term of the Agreement
The term of this agreement will begin upon our acceptance of your Affiliate 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.  You are only eligible to earn referral fees on sales occurring during the term, and fees earned through the date of termination will remain payable only if the related merchandise orders are not cancelled or returned.  We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

3. Linking to Shopenzed.com
You will internet link directly to Shopenzed.com.  We will provide an assortment of graphic and textual links which, subject to our terms and conditions hereof, you may display as often and in as many areas on your site as you desire.  The Links will serve to identify your site as a member of our affiliate program and will establish a link from your site to our site.

The Links may connect from any applicable area of your site to the appropriate area of Shopenzed.com, using the banner, button or text link and the URL we provide.  You may not alter the banner, button or text link without our prior written approval. 

In utilizing the Links, you agree to fully cooperate with us in order to establish and maintain such Links.  You also agree that you will display in your site only those graphic or textual images ( indicating a Link) that are provided by us, and you will substitute such images with any new images provided by us from time to time throughout the term of this Agreement.  You will prominently display such graphic and/or textual images in relevant sections of your site. 

Subject to the terms and conditions set forth here, we shall be a New Zealand gifts and collectables seller on your site.  This agreement does not prevent you from selling/ fulfilling your own line of gifts and products or from advertising affiliate product from other gift and product retailers.  However, both such actions are not to occur close by images of Shopenzed.com products, as this may imply these items are from Shopenzed.com.  Please contact us to discuss this further, if necessary.

New requirements may be added from time to time and will be posted in the Affiliate Program Agreement.  It is your responsibility as an affiliate to ensure that all changes to the Affiliate Program Agreement are adhered to.

4. Limited Licence
Shopenzed.com grants you a nonexclusive, non-transferable, non-sublicensable, revocable right to use Shopenzed.com owned graphic link images and link text and such other images for which Shopenzed.com grants express permission, solely for the purpose of identifying your Site as an Affiliate program participant and to assist in generating sales.  In utilizing the Shopenzed.com Links, you agree that you will cooperate fully with Shopenzed.com in order to establish and maintain such Links.  You also agree that you will display in your site only those graphic or textual images ( indicating a Link) that are provided by us, and you will substitute such images with any new images provided by us from time to time throughout the term of this Agreement.  You will prominently display such graphic and textual images in relevant sections of your site.  You agree that you will not alter, modify or changed the Links in any way.  All Links may be modified and/or expanded by Shopenzed.com from time to time throughout the term of this Agreement pursuant to the mutual agreement of both parties.  Shopenzed.com reserves all rights in the graphic image and text, any other images, the Shopenzed.com trade name and trademarks, and all other intellectual property rights.  You agree not to use the Shopenzed.com Links in any manner that is disparaging or that otherwise portrays Shopenzed.com in a negative light.  You agree to follow the guidelines set out in this paragraph. 

5.  Policies and Pricing
Customers who purchase items from Shopenzed.com through this Affiliate program will be deemed to be customers of Shopenzed.com.  Accordingly, all Shopenzed.com terms and conditions, policies and operating procedures concerning customer orders, customer service, delivery conditions and product sales will apply to those customers.  Shopenzed.com may change the current policies and operating procedures at any time.

Prices and availability of Shopenzed.com items may vary from time to time.  Because price changes may affect products that you already have listed on your site, you may not include price information in your product descriptions. 

6.  Your responsibility as an Affiliate
You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site.  Such responsibilities include, but are not limited to, the technical operation of your site and all related equipment; the accuracy and appropriateness of materials posted on your site ( including, but not limited to, all Shopenzed.com related materials); ensuring that materials posted on your site do not violate or infringe upon the rights of any third party ( e.g. copyrights, trademarks, privacy, or other personal or proprietary rights); and ensuring that any materials posted on your site are not illegal or libelous.   Shopenzed.com disclaims all liability for these matters.  Further, you will indemnify and hold Shopenzed.com harmless from all claims, damages, and expenses ( including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.

You may not create, publish, distribute or pemit any written material with respect to this Agreement or your participation in the Affiliate program without Shopenzed.com prior written approval, which may be given at Shopenzed.com's sole discretion.  In addition, you may not in any manner misrepresent or embellish the relationship between Shopenzed.com and you.  You may not market Shopenzed.com products or your relationship as a Shopenzed.com affiliate using unsolicited commercial email ( spam) or through inappropriate newsgroup postings.  If we receive a spam complaint due to your activities marketing our products or hear that you are using spam to advertise anything related to Shopenzed.com, we will immediately terminate this agreement and you will forfeit all affiliate earnings.

You will not purchase or otherwise contract with a third party to exploit the name "Shopenzed.com" or "Shopenzed" for the purpose of causing the affiliate site to appear as a search result or for any other reason.

You will not hold out or create an impression you conduct the business of Shopenzed.com.  Your domain name will not contain the words "Shopenzed" or "Shopenz" and you will not purchase, secure or control directly or indirectly any advertising ( such as Google Adwords) based on or which promotes a brand or corporate name of Shopenzed.com, or any trading or brand name now or in the future.  Further, you will indemnify and hold Shopenzed.com harmless from all costs and expenses ( including, without limitation, attorneys' fees) and any financial or business loss arising as a result of a breach of this clause.

7. Order Processing
We will process merchandise orders placed by customers who follow links from your site to Shopenzed.com.  We reserve the right to reject orders that do not comply with any requirements we establish periodically.  We will be responsible for all aspects of order processing and fulfillment.  We will process orders and payments, cancellations and returns; and handle customer service.  We will track sales made to customers who purchase merchandise using links from your site to our store and will provide you reports summarizing this sales activity.  To permit accurate tracking, reporting and fee accrual, you must ensure that the links between your site and Shopenzed.com have been supplied by Shopenzed.com.  This applies to all product photos used, as well as all graphic and textual links. 

8. Commission
Commission is paid on Shopenzed.com products that meet the following criteria:
(i)  are sold by Shopenzed.com
(ii) are purchased by customers who follow an approved link from your site to ours
(iii) are shipped by us, and
(iv) for which full payment has been received

Commission rates will be based on the aggregate amount actually paid to us for qualifying purchases of Shopenzed.com items, excluding amounts collected by us for sales taxes, duties, shipping, handling and similar charges, amounts due to credit card fraud and bad debt, and credits for returned goods ( "Net Sales").  We reserve the right to exclude items and promotions we may run on our site from the payment of commissions, and to change our commission rates.

Our current commission rates on all products and gift certificates displayed on the Shopenzed.com website is ten percent ( 10 %) of the Net Sale initiated through the affliate website via an approved Shopenzed.com link.

A cookie duration of 365 days will apply, thereby commission will be paid only on sales made up to 365 days from the date of the original referral.

9.  Commission Payment
Subject to the terms and conditions of this Agreement, we will pay commission to you on a monthly basis. 

When the total monthly commissions due to you (based on Section 8 above) exceed thirty New Zealand dollars (NZD$30.00) we will send you a commission payment for the applicable commission ( less any taxes required to be held under applicable law).  Such commission payments will be sent approximately thirty (30) days after the end of each month, either by check/cheque via NZ Post, by direct credit to a New Zealand bank account, or via PayPal.  Or you can opt to have payment in the form of store credit.

Should the total monthly commissions due to you amount to less than thirty New Zealand dollars (NZD$30), we will hold those fees until the total amount due is at least $30 or until this Agreement is terminated.

10. Shopenzed.com Newsletter
You agree to receive the Shopenzed.com monthly customer email newsletter and any other newsletters or emails from Shopenzed.com that we need to send you from time to time to keep you appraised of new products and services at Shopenzed.com and so that we may communicate with you.

11.  Term of this 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 by regular mail or email of termination.
You are only eligible to earn commission on sales occurring during the term of the agreement, at the then current rates, and commissions earned throught the date of termination will remain payable only if the related Shopenzed.com orders are not cancelled or returned.

12.  Modification
We may modify any of the terms and conditions contained in this agreement at any time in our sole discretion.
You will be notified by email and a change notice will be posted on the site.
Modifications may include, but are not limited to, changes in the scope of available commissions, commission schedules and rates, payment procedures, and affiliate program rules. 
If any modifications are unacceptable to you, your only recourse is to terminate this agreement.  If you continue participation in this program following the posting of a Change Notice or new agreement, it will be considered as your binding acceptance of the change.

13. Relationship of Parties
You and Shopenzed.com 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 hae 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 would contradict anything in this agreement.

14.  Disclaimer
We make no express or implied warranties or representations with respect to the Affiliate Program, any Shopenzed.com items sold through the Affiliate Program ( including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of course of performance, dealing, or trade usage) or your potential to earn income from the Shopenzed.com Affiliate Program.  In addition, we make no representation that the operation of our site or the Affiliate Sites will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or down time.

This agreement will be governed by the laws of New Zealand.  Any action relating to this Agreement must be brought in the courts located in New Zealand and you irrevocably consent to the jurisdiction of such courts.  You may not assign this Agreement, by operation of law or otherwise, without our prior written consent.  Subject to this restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.  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.

15.  Representations and Warranties
You hereby represent and warrant to us as follows:
a.  This agreement has been duly and validly entered into and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.

b.  The execution, delivery, and performance by you of this agreement and the consummation by you of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate
(i) any provision of law, rule, or regulation to which you are subject,
(ii) any order, judgment, or decree applicable to you or binding upon your assets or properties,
(iii) any provisions of your by-laws or certificate of incorporation, or
(iv) any agreement or other instrument applicable to you or binding upon your assets or properties.

c.  No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by you in connection with the execution, delivery, and performance of this Agreement or the taking by you of any other action contemplated herein.

d.  There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against you, or any affiliate of yours, with respect to the execution, delivery, or consummation of this agreement, and there is no basis for any such claim, action or proceeding.

e.  You are an adult of at least 18 years of age or you have obtained the permission of an adult legally responsible for your site.

16.  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 commissions paid or payable to you under this Agreement.

17.  Indemnification
You hereby agree to indemnify and hold harmless Shopenzed.com, its parent, subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses ( including reasonable attorneys' fees) ( any or all of the foregoing hereinafter referred as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on:
(i) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or
(ii) any claim related to your site, including, without limitation, content therein not attributable to us.

18.  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 websites that are similar to or compete with your website.  You have independently evaluated the desirability of participating in this Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.

19. Governing Law
This Agreement will be governed by the laws of New Zealand, without reference to rules governing choice of laws.  Any action relating to this Agreement must be brought in the courts located in Whangarei, New Zealand, and you irrevocably consent to the jurisdiction of such courts.
We may assign this Agreement to any parent, sister or affiliate company that is part of an internal reorganisation or to the successor in interest of the business to which the Agreement pertains.
You may not assign this Agreement, by operation of law or otherwise, without our 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.  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 a provision or any other provision of this Agreement.