Terms and Conditions

Introduction

The terms in this Agreement include the following:

• “you” or “your” means the applicant interested in participating in the Program,
• “we”, “us” “our” would mean divorah.com on acceptance of participation from our end
• “our website” indicates Divorah.com website currently located at www.divorah.com
• “your website” means the World Wide Website from which you will link to our site
• “Affiliate” means a party accepted as a member of the Program
• “User” means a customer who links from your website to ours
• “Product” indicates any merchandise offered for sale by us on our website
• “Affiliate Site” means an Affiliate website that has been accepted as an Affiliate of Divorah.com and
• “Link” or “Links” means banner advertisements, buttons, links or text links that link to the Divorah.com website.

Program Acceptance

The first step is to complete the Divorah.com Affiliate Application and accept the terms and conditions of the Agreement. We then review your completed application and decide whether or not to accept your participation in the Program. We hold complete discretion of accepting or rejecting your application and may reject websites that are inappropriate or objectionable. These include sites of the following nature:

• Website that promote violence and are defamatory.
• Websites that promote illegal activities.
• Website that discriminate on the basis of age, nationality, disability, religion, sex or sexual orientation.
• Website under construction that contain little or no material.
• Websites that contain sexually explicit, obscene, harmful or harassing images.
• Websites that cannot be accessed at the time of our application review.
• Websites that contain otherwise objectionable material.
• Websites that incorporate material that infringe upon third party copyright, trademark or intellectual property rights.

In case of rejection of Application, you will not be eligible to participate in the Program this time. You may however, re-apply any time later. We possess complete discretion of rejecting an Application even after communicating acceptance to you. We may even remove an Affiliate from the Program at any time we feel the necessity to do so.

Linking Requirements

Once you become an Affiliate Site in our Program, we will provide your site with links. On clicking these, users will directly reach our site. You may display these links on your site keeping in mind the terms and conditions specified. We will provide you with information that we feel is necessary for you to make appropriate links from your site to ours. On accepting the Terms of the Agreement you are bound to cooperate with Divorah.com in order to maintain such links. Furthermore, you agree to

• Similar Link/Links to be displayed prominently on your site as you consider fit, but with our consent.
• No Link/Links can be altered or modified without our consent.
• No Link/Links on your site can be modified in a way that alters the feel/message/functionality of our site.

The right to monitor your site at any given time, to see it is in compliance with the terms and conditions specified, lies with us. However, you will have sole responsibility of all content, links and activities included in your site. No official from Divorah.com will be responsible for any liability claims, damages or expenses pertaining to the operation, development, maintenance, content, link or activities of your site.

With reference to the LinkShare Terms and Conditions, you agree to the following

You will not place or use any links of Divorah.com except with the intention of delivering valid sales, leads, applications, accounts, clicks or other specified compensable actions;

You shall not increase the number of clicks, applications, accounts etc, by any method whatsoever. Your Application will be terminated with immediate effect in such a case and no outstanding or future commissions will be paid.

Partner’s Responsibility

By using a special URL specified in the Engagement (The “Required URLs”), the Partner will link its site to areas within Divorah.com’s site. Partner may post as many links to the Required URLs and the rest of Divorah.com’s site as it likes on Partner’s site. The position, importance and nature of links on the Partner’s site shall be in sync with any requirements specified in the Engagement, which otherwise will be the discretion of Partner.

The Partner cannot agree make any representations, warranties or other statements concerning Divorah.com, Divorah.com’s site, or any of Divorah.com’s products or services, or Divorah.com’s site policies, except as expressly authorized by the Engagement.

The Partner is responsible for intimating Divorah.com and The LinkShare Networks of any malfunctioning of the Required URLs or other problems with Partner’s participation in the Engagement. Divorah.com will respond promptly to all concerns upon notification by Partner.

At any time prior to Partner providing a Qualifying Link, Divorah.com may with or without notice

• change, suspend or discontinue any aspect of an Offer or an Engagement or
• remove, alter, or modify any graphic or banner ad submitted by Divorah.com for an Offer or an Engagement.

Partner agrees to promptly implement any request from Divorah.com to remove, alter or modify any graphic or banner ad submitted by Divorah.com that is being used by Partner as part of an Engagement.

Order Processing

All orders that come to us through the links will be processed by us. It will be our discretion to reject orders that do not qualify our requirements if any. We currently provide free shipping only to addresses in the U.S. However, we also ship to Canada for a flat shipping fee of $50 US and internationally to approved countries for a flat shipping fee of $100 US.

Licenses

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. 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

• breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon you or
• infringe upon any trademark, trade name, service mark, copyright or other proprietary right of any other person or entity.

This license shall terminate upon the effective date of the expiration or termination of this Agreement.

Any affiliates violating this policy may be terminated without notice and forfeit all outstanding and future commissions.

In addition, Affiliate may not claim to be Divorah.com and must clearly state the nature of the Affiliate relationship. Affiliates violating this policy may be terminated without notice and forfeit all commissions.

Commission and Payment

The commission structure of the Divorah Affiliate program is as follows:

– Earn flat 5% of every sale you generate for colored gemstones, gemstone jewelry, semi-mounts, silver jewelry, loose diamonds/diamond jewelry Increasing or decreasing the revenue share percentage will remain our sole discretion. Divorah.com will also provide special promotional commissions for special events, product categories or periods of time at our sole discretion. Approximately thirty days after the end of each calendar month during the term of this Agreement, we will pay the Referral Fees due for the month (one month lead-time for LinkShare verification period). All Referral Fees will be paid in United States Dollars. Payment schedule may vary during Christmas and Valentine’s periods. We will have no obligation to pay any Referral Fee for orders that are

• cancelled or returned
• placed after the termination of this Agreement.

All Referral Fees previously paid with respect to orders that are cancelled or returned shall be deducted from the next payment due.

Ineligible Commission

You will not be eligible for Commission in case of the following:

• A customer comes to Divorah through your website but purchases using a “discount code” or a “reference code” that discounts their purchase, unless the code is provided to you directly from the Divorah affiliate managers or it’s obtained from the “Create Links” section in the LinkShare web site.
• A customer comes to Divorah through your website and does not purchase anything and then returns to Divorah via another affiliate or partner at a later date and then makes a purchase, the second affiliate will receive commission for the sale.
• A customer comes to Divorah through website and returns after 45 days by entering our URL directly, then you will not receive commission for that later purchase.
• If the customer cannot be tracked for any reason, by our online ordering system.
• If the customer prevents cookies from being saved on his, her hard drive.

Spam

Partner understands that the use of unsolicited commercial e-mail (“spam”) by affiliates is absolutely prohibited. Your participation in the Divorah.com affiliate program constitutes your specific and unconditional agreement to abide this anti-spam policy. Proper e-mail solicitation, however, can be an important means of advertising your site and your relationship with Divorah.com. The following rules represent best practices, which are permitted under this agreement:

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.)

Violation of this rule will result in the suspension or termination of your affiliate relationship with Divorah.com including the penalization of any commissions from the date of the offending e-mailing.

New York State Affiliates

For affiliate partners based in New York State or having office(s) located within New York State, Divorah.com will only permit the affiliate partner to promote the Divorah.com brand and/or web site via the affiliate partner’s web site and not through any other marketing channel. The affiliate partner may not promote Divorah.com through any other marketing channel including, but not limited to:

• paid search marketing
• e-mail marketing
• lead generation
• mobile marketing
• telemarketing
• flyers

Agreement Modification

Any of the terms and conditions contained in this Agreement may be modified 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 Web site 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, you may terminate this Agreement. Your continued participation in the Affiliate Program following our posting of a change will constitute binding acceptance by you of such change.

Tracking

All links from your site to our site contain a unique identifier so every time a user comes to us via your site, you receive credit when a purchase is made. This is made possible with HTML links we create for you through a tag generator on Divorah.com’s Affiliate Site.

Agreement Terms

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 notice of termination. You are only eligible to earn referral fee payment(s) on sales occurring during the term, and referral fee payment(s) earned through the date of termination will remain payable only if the related Divorah.com Product orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

Indemnification

You hereby agree to indemnify, defend Divorah.com and its affiliates, directors, officers, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses incurred as a result of a breach, or alleged breach, of any of your representations or obligations herein.

Independent Investigation

An acknowledgement that you have read this Agreement and agree to all of its terms and conditions is essential. We may at any time (directly or indirectly) seek customer referrals on terms that may differ from those contained in this Agreement or operate web sites that are similar to or competitive with your web site. Also, we may make available additional private offers to our affiliates at our sole discretion. Your participation in the Program has been an independent decision and not subject to any guarantee or statement other than those mentioned in the Agreement.

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 web site without limiting the foregoing. The links, the “Licensed Trademarks,” are provided to you ‘as is,’ without any warranty of any kind. We make no warranties or representations of any kind with regard to the 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 web site 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.

Unauthorized marketing tools

We believe in an affiliate-friendly environment for our affiliates. One that provides a win-win situation. However, you are prohibited from using any Divorah marketing tools such as promotional codes shown on our website or emails. We will provide you the necessary marketing tools to help you succeed. Any use will result in debiting your commissions for the transaction(s) and possibly terminating our partnership.

Bidding on Divorah

You are prohibited from bidding on ‘Divorah’ brand name keywords and key phrases. Any use will result in debiting your commissions for the transaction(s) and possibly terminating our partnership.

If you have any further questions at any point in time, please do not hesitate to contact us toll free at 844.527.4367 or email us at affiliate@divorah.com. We look forward to our business partnership, helping you meet, and exceed, your goals.