GiftShopOrders.com - Order Fulfillment Application

This Order Fulfillment Agreement ("Agreement") contains the complete terms and conditions that apply to your participation as a site operator (an "Operator") in Synergy Order Fulfillment Services' GiftShopOrders.com order fulfillment program.

By submitting an application to become an Operator, you warrant that you have read and understood this Agreement, and you agree to be bound by it.

To begin the enrollment process, you must submit a complete Order Fulfillment Application via the GiftShopOrders.com site or one of it's affiliate sites. We will evaluate your application and notify you of your acceptance or rejection in a timely manner. We reserve the right, in our sole and absolute discretion, to accept or reject your application for any or no reason whatsoever.

Upon notice of acceptance of your application, this Agreement shall be effective between you and Synergy Order Fulfillment Services ("Synergy"). If we reject your application you will not be able to participate in our order fulfillment program; however, you are welcome to reapply at anytime.

1. Definitions

Throughout this Agreement, capitalized terms shall have the meaning ascribed to them in quotes. In addition, the following definitions apply:

1.1. "Advertising" or "Advertisements" means any and all banner advertisements, pop-under placements, text links or other solicitations through the Internet that promote the Operator's site with Synergy Services.

1.2. "Link" means an embedded graphic, icon or text containing a unique hypertext pointer to the URL address for the Operator's site embedded in an Advertisement and which directs Consumers to the site via the Advertisement.

1.3. "Synergy Service" means the order fulfillment service currently offered on the Synergy's GiftShopOrders.com Site, and the order fulfillment service as Synergy may alter and modify from time to time during the Term.

1.4. "Synergy's GiftShopOrders.com Site" means the Synergy Internet site that is currently located at http://www.GiftShopOrders.com and any other additional,substitute or successor site that may be designated by Synergy under this Agreement.

1.5. "Consumers" means a person, with a mailing address within the United States, its territories, or possessions.

2. Terms and Termination

2.1. The term of this Agreement ("Term") will begin upon our acceptance of your application and will end when terminated by either party.

2.2. Either party may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination.

2.3. Upon termination of this Agreement, Operator shall immediately cease serving Advertisements.

2.4. No commissions shall be due with respect to purchases after the date of termination. We reserve the right to withhold your final payment for a reasonable period of time as necessary to calculate properly any amount due to you.

2.5. Upon termination of this Agreement, all rights and obligations of the parties under this Agreement will be extinguished, except for those rights and obligations that either by their express terms survive or that are otherwise necessary for the enforcement of the Agreement.

3. Obligations of Synergy

3.1. Upon acceptance of your application, Synergy will establish a shopping cart for you and you will be given access to the password-protected administration area for the Operator's site.  The Operator's administration area will contain certain sales reports and traffic information related to the Operator's sales.

3.2. When requested by an Operator, Synergy shall review the Operators advertising materials and methods to ensure that they do not misrepresent the products.

3.3. During the Term, Synergy shall pay you a commission for every completed sale as of the last day of the month, as documented in the orders section of the Operator's administration area. A completed sale is any sale that is finalized, delivered to the customer, and completely paid for.  The commission will be the difference between the retail price and the drop ship price as defined in the products section of the Operator's administration area.  Synergy reserves the right to adjust the commission payable to you to the extent of any reporting errors, fraudulent purchases or intentional manipulations of the purchase process, all as determined in our reasonable, good faith discretion. In addition to all other remedies available to it, Synergy shall have the right to refuse to make any payment to you with respect to any purchase that Synergy, in its reasonable, good faith discretion, determines was obtained as a result of promotional efforts that were in breach of this Agreement.

Each payment will reflect the commissions of the previous full month.  Synergy reserves the right to change the commissions payable hereunder by changing them in the products section of the Operator's administration area.  Any changes to the commissions shall become effective immediately. Synergy also reserves the right to hold any payment to ensure that purchases are authentic when an unusual volume occurs.

3.4. Synergy shall pay you any such commissions within thirty (30) days after the last day of the month during which they were earned.  Notwithstanding anything herein to the contrary, to the extent that commissions payable to you for any month total less than US$50, Synergy may, in its sole discretion, defer payment of such commissions until such time as such commissions and any other commissions earned during the subsequent period(s), in the aggregate, exceed US$50. No interest will accrue on unpaid commissions.

4. Obligation of Operator

4.1. As an Operator, you are permitted to promote your site ONLY through Advertisements made in the following manner:

4.1.1. Links from other sites to your site, and
4.1.2. Links or pop-under placements on sites for which you have received express written permission from such sites to serve such links or placements and as otherwise subject to the limitations set forth in Sections 5.1, 5.2, and 5.3.

4.2. All promotional activities undertaken by you to promote your site shall be made in accordance with all applicable laws and regulations. You shall not complete the registration to or otherwise interact with the Synergy Services on behalf of any third party. You are only permitted hereunder to link third parties to Synergy's GiftShopOrders.com Site. All information obtained at Synergy's GiftShopOrders.com Site from individuals linking to Synergy's GiftShopOrders.com Site shall be the sole and exclusive property of Synergy and, except as specifically provided herein, you shall neither have access to such information nor use any device, technique or software to obtain information from Synergy's GiftShopOrders.com Site.

4.3. If you desire to promote the Synergy Service (i) by purchasing, either directly or indirectly, search terms from sites, search engines or other directory or referral services (e.g., Overture, Google, and Yahoo!), (ii) by incorporating keyword text into meta tags or sites or by using other search engine optimization techniques, or (iii) by offering, either directly or indirectly, any consideration or incentives to potential customer to purchase from your site, including without limitation, payment of money, rebates, discounts or other benefits, you must first get written permission from us, which may be given or withheld in our sole and absolute discretion. We reserve the right to revoke such permission at any time for any or no reason whatsoever. You shall not, in any way, utilize pop-over Advertisements to promote the Synergy Service. In addition to the foregoing requirement and as consideration for our entering into this Agreement with you, you agree not to bid or otherwise purchase, either directly or indirectly, the 
search name "Synergy", "Synergy Order Fulfillment Services", "GiftShopOrders.com", "Gift Shop Orders" or any misspelling or variant thereof from sites, search engines or other directory referral services.

4.4. You shall remove any advertising deemed by Synergy to be inappropriate, misrepresentative, misleading, or fraudulent within 72 hours.

4.5. During the Term, you will not disparage Synergy, Synergy's GiftShopOrders.com Site or the Synergy Service, or portray these in a derogatory or negative manner. The forms of advertising used to promote the Operator's site will, at all times, be in good taste.  You are solely responsible for the development of your advertising and may do so as you see with see fit with the following exceptions.  The Operator may not misrepresent the price, description, design, dimensions, or other facts relating to the products.  The Operator may not represent the intended use of any product in any way other than the intended use represented by Synergy.  The Operator may not use any form of unsolicited email to promote their site, including but not limited to spam and bulk email.  You will indemnify, defend and hold Synergy harmless from any claims arising out of or related to your site and all civil or criminal legal claims which result 
from the misrepresentation of any product or the products intended use.

5. Agents and Third Parties

5.1. Any relationships you enter into with third parties, suboperators, or agents ("Agents") in connection with your promotion of the Synergy Service are at your sole discretion. Synergy shall not be a party to any agreement that you have with an Agent and you are not authorized to make any commitments on behalf of Synergy to such Agents, including commitments regarding payment of fees to the Agents by Synergy.  Agents are not third party beneficiaries of this Agreement with Synergy. Any breach by your Agents of the terms and conditions of this Agreement shall be deemed a breach of this Agreement by you and Synergy shall have full recourse against you with respect to such breach. Notwithstanding anything in this Agreement to the contrary, neither you nor any Agent shall distribute e-mails promoting Synergy's GiftShopOrders.com Site.

5.2. You will provide Synergy with an up-to-date list of your Agents (site name and url) upon request.

5.3. You agree to terminate your relationship with an Agent as it pertains to the Operator's site Synergy Services if an Agent engages in any activity that is prohibited as provided by this Agreement or if requested by Synergy, and if you do not terminate such Agent within five (5) business days from Synergy's request, Synergy reserves the right to withdraw you and all your Agents from the Synergy Service and to refuse payment of any monies owing to you hereunder.

6. Modification
We may modify any of the terms and conditions contained in this Agreement at any time in our sole and absolute discretion. Modifications may include, but are not limited to, changes in commissions, payment procedures, and permitted promotional activities.  If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Synergy Service following your notification via email of a change or new agreement will constitute binding acceptance of change.

7. Warranty Disclaimer
Except as expressly set forth herein, neither party makes any representations or warranties, express or implied, including any express or implied warranty of merchantability, fitness for a particular purpose, or non-infringement, or any representation or warranty as to any revenues or other economic or non-economic benefit that may accrue to the other party by reason of its participation in this Agreement. Furthermore, Synergy specifically makes no representation or warranty relative to the performance levels or continuous operation of the Synergy Site or the Operator's site.

8. Limitation of Liability
NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES OF ANY IND ARISING OUT OF OR IN RELATION TO THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THIS LIMITATION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

9. Public Announcements
Neither party may make any public announcement about the terms of the Agreement without the other party's prior written approval and consent. The parties agree that there will be no press releases issued in connection with this Agreement.

10. Confidentiality
Each party acknowledges that by reason of its relationship to the other party hereunder it will have access to certain information and materials concerning the other's business, plans, customers, technology, products and services that are confidential and of substantial value to the other party, which value would be impaired if such information were disclosed to third parties. In particular, the parties hereto acknowledge that the information regarding customers obtained during the Term and the effectiveness of Advertising hereunder are highly confidential and valuable to Synergy. Each party agrees that it shall not use in any way for its own account or the account of any third party, nor disclose to any third party, any such information revealed to it as a result of or arising out of the relationship hereunder (other than to fulfill its obligations under this Agreement). Each party shall take every reasonable precaution to protect the confidentiality of such information. This Section shall survive termination of this Agreement. Notwithstanding anything in this Section to the contrary, any information (i) required by legal process to 
be disclosed, (ii) already in the public domain or (iii) released through no fault of the parties will not be considered confidential information hereunder.

11. W-9 Information
You agree to deliver, via fax (816-283-8200) or postal mail (PO Box 10017, Kansas City, MO 64171), to the Synergy Program Manager a completed W-9 form, attached hereto as http://www.irs.gov/pub/irs-pdf/fw9.pdf no later than 5 days from date of your application. Notwithstanding anything in this agreement to the contrary, if you fail to deliver the completed W-9, Synergy may withhold any and all commissions due to you until such time as you complete the Form. You acknowledge that Synergy needs this completed form in order to comply with IRS regulations and therefore agree that withholding payment is a reasonable remedy for Synergy to utilize upon your failure to deliver the completed W-9.

12. General Provisions

12.1. This Agreement will be governed by the laws of the state of Missouri, without reference to its choice of law rules.

12.2. No waiver of any provision of this Agreement shall constitute a continuing waiver, and no waiver shall be effective unless made in a signed writing.

12.3. Notices and other communications to you, as required or permitted to be given hereunder, shall be e-mailed to the e-mail address provided in your application and shall be deemed effective upon e-mailing. Notice or other communications to Synergy shall be sent by e-mail to sales@GiftShopOrders.com and shall be deemed effective one business day after e-mailing.

12.4. This Agreement may not be assigned or otherwise transferred by you without the express written consent of Synergy.

12.5. The division of this Agreement into separate sections, subsections and/or exhibits and the insertion of titles or headings is for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

12.6. You and Synergy are independent contractors and nothing in this Agreement will create any partnership, joint venture or agency relationship. You'll have no authority to make or accept any offers, warranties, or representations on our behalf. You will not make any statement, whether on your site or otherwise, that would cause confusion as to our relationship with you or otherwise contradict anything in this Section.

12.7. Each party hereby represents that it has the authority and capacity to enter into this Agreement, including that all individuals executing this Agreement are 18 years of age or older.

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The submission of your application shall constitute your agreement to be bound by the terms and conditions of this Agreement.

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Company Details:

Name of your site:

Title/Slogan for your site:

Will you use your own domain name?

If yes, what is the domain name?

Payee Information:

Payee Name:

Payee Address:

City:

State:

Zip Code:

Contact Information:

Email Address:

Telephone Number:

Password:

Password:

Password (again):

Please detail your plans to promote the site: