Panasonic Corporation of North America
Affiliate Program Agreement
This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Panasonic Corporation of North America ("Panasonic") Affiliate Program (the "Program"). As used in this Agreement, "we" (and "us" and "our") means Panasonic, affiliated websites and companies, and "you" (and "your") means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to our site at http://www.panasonic.com or to your site. Save for our obligation to pay referral fees under Section 4, which may be performed solely by us, we may cause any of our obligations under this Agreement to be fulfilled by any of our affiliates on our behalf.
- How Do I Enroll in Your Affiliate Program?
To begin the enrollment process you must submit a completed Affiliate Program application. Upon receipt of your application we will evaluate it and notify you of its acceptance or rejection. Although we hope your application will be successful, we reserve the right to reject or cancel applications for any or no reason. For example, we may reject or cancel your application if we determine that your site is unsuitable for the Program, including if it:
- Promotes sexually explicit materials
- Promotes violence
- Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
- Promotes illegal activities
- Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
- Includes "Panasonic," “Viera,” “Lumix” or variations or misspellings thereof in its domain name
- Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
- Purchase or bid for placement of any of Panasonic's trademarked company names and any variation of our trademarked names, service marks or copyrighted terms and logos.
- Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
- Utilizes Pop-Up, Pop-Under, or automatic Redirects to link to our site. Any method that automatically plants an affiliate cookie is strictly prohibited. The use of our Full Page Creative is fine, however, any method that automatically redirects the customer to Panasonic’s website by execution of an affiliate link is in violation of the Affiliate Program Agreement. The customer must click on a Panasonic affiliate link to set the affiliate cookie.
- Utilizes Panasonic trademarks in paid search marketing programs, where the use of such trademarks is in the title, description, or display URL of the paid search ad.
Our vendors and employees are not eligible to become Affiliates.
Resellers may not purchase products under this program and are not eligible to become Affiliates.
If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (at our sole discretion) to be unsuitable for the Program, we may terminate this Agreement. Affiliates who are terminated from the Program are forbidden to reapply at any time in the future. Any such attempts to do so will result in commissions not being issued.
2. Links on Your Site
We grant you a revocable, non-exclusive, worldwide, royalty-free license for the duration of the term of this Agreement, solely for purposes of facilitating referrals from your site to our site, to establish and maintain lists, links and search boxes as detailed below:
- Product Links: You may promote any product in the Panasonic product offering that is being offered for sale directly to consumers on the Panasonic website. It is the responsibility of the affiliate partner to ensure these links are up to date at all times. Offers may be withdrawn at any time.
- This agreement does not include any other type of product or products located in any other part of our site or any products not fulfilled directly by Panasonic - unless a specific program is in place with the fulfillment partner. You may display on your site a short description, review, or other reference for product promotion. You will be responsible for the content, style and placement of these references. Suggested graphics and descriptive texts may be made available to you and you are encouraged to use them. You will provide a special link (as defined below) from the Product reference on your site to the corresponding Panasonic entry. Each link will connect directly to a single item or product category in the Panasonic online catalog, using a special link format that we give you (a "special" link). You may add or delete Products (and related links) from your site at any time without our approval.
- The content and embedded images from the Panasonic website may be used for reference purposes only. Partners are not allowed to spider the Panasonic site to obtain our content and contextual images. Any affiliate who attempts to do so will be revoked from the program and any outstanding commissions will also be forfeited. Only materials provided via our affiliate services area or through our Affiliate Program Network Management Vendor may be used for product promotion. The primary product image from the Panasonic.com website may be used as well.
- General Link to Panasonic Homepage: You may provide a general link on your site to our homepage. We will provide you with guidelines and graphical artwork to use in linking to the Panasonic homepage.
- Neither you, nor any person or entity acting on your behalf, shall engage in any solicitation activity on behalf of Panasonic other than by the maintenance of one or more links from your site to the Panasonic site as authorized by this Agreement. Such prohibited additional solicitation activities include, but are not limited to, the distribution of flyers, coupons, and other printed promotional materials; circulation of printed and electronic newsletters; initiation of telephone calls; and sending emails; any of which mention Panasonic or refer to the presence of a Panasonic link on your site.
- Except for the license granted under this Section 2, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to the Special Links, link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to the Panasonic domain name.
- Order Processing
We will process Product orders placed by customers who follow Special Links from your site to the Panasonic site. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing. Among other things, we will prepare order forms; process payments, cancellations and returns; and handle customer service. We will track sales made to customers who purchase Products using Special Links from your site to our site and will, through our Affiliate Program Network Vendor, send you reports summarizing sales activity. The form, content and frequency of the reports may vary from time to time at our discretion. To permit accurate tracking, reporting and fee accrual, you must ensure that the Special Links between your site and our site are properly formatted. We will not be liable for paying referral fees on purchases that are not correctly tracked and reported because the links between your site and our site are not properly formatted.
- Referral Fees
For a product sale to generate a referral fee, the customer must follow a Special Link (in the format specified by us) from your site to the Panasonic site; purchase the Product on the Panasonic site using our automated ordering system; accept delivery of the Product at the delivery destination and remit full payment to Panasonic. We will pay referral fees during the cookie session life of 14 calendar days, unless the customer comes to the Panasonic site through another affiliate or link tracked directly by Panasonic marketing, advertising, or search engine optimization. Further, we will not pay referral fees on any Products purchased from any site operated by us other than the Panasonic site. In addition, Products listed in the Panasonic catalog or in search results as "discontinued", "hard to find", "special order" (or other words to similar effect indicating that a product is not readily available for delivery) are not eligible for any referral fees. Gift certificates are not eligible to earn referral fees.
The Program is intended for commercial use only and you may not purchase Products through the Program for your own use. In addition to any other rights we may have, such purchases may result (at our sole discretion) in (a) the withholding of referral fees and/or (b) the termination of this Agreement. You acknowledge that these remedies, while not exclusive, are a reasonable assessment of the damage we will suffer as a result of a breach of this clause by you. Products that are entitled to earn referral fees under the rules set forth above are hereinafter referred to as "Qualifying Products".
"Session" shall mean the period beginning upon a visitor's entry to our site via a Tagged Link (regardless of whether the visitor leaves and then returns to the site) and ending 14 days thereafter if the visitor accepts "cookies" from our site (see explanation below).
Any Session in progress will automatically terminate upon the expiration or termination of this Agreement or upon the visitor deleting our cookie.
Note regarding Net Sales - Net Sales include only "shipped" sales. Orders entered for which the product does not ship are not reported as sales.
Note regarding "Cookies": To keep track of the Session, we use a small text file called a "cookie" that is placed on the hard drive of the visitor's computer. Some web browsers permit users to elect not to receive cookies. Only visitors who accept cookies can be tracked for referral fees. You understand that no referral fee can be paid for any purchase made by a visitor who does not accept "cookies" or who has deleted our "cookies" during a session.
- Fee Payment
We will pay you referral fees on a monthly basis. Approximately 30 days following the end of each calendar month, we will, through our Affiliate Program Network Management Vendor, send you payment for the referral fees earned on Qualifying Products that were dispatched during that month, less any taxes that we are required by law to withhold. If a Product that generated a referral fee is returned by the customer, we will deduct the corresponding fee from your next payment. If there is no subsequent payment, we will send you an invoice for the fee.
- We will pay you up to 5% of all sales. Based on the following scale:
Monthly Total Sales Commission Rate
$0.00 - $19,999 3%
$20,000 - $49,999 4%
- In addition Panasonic may "Special Incentives" and bonuses from time to time, in Panasonic’s sole discretion.
- Policies and Pricing
For the avoidance of doubt, customers who buy Products through this Program will be customers of Panasonic. Accordingly, all Panasonic rules, policies and operating procedures concerning customer orders, customer service and Product sales will apply to those customers. Such policies and operating procedures may be changed at any time. For example, Panasonic will determine the prices to be charged for Products sold under this Program in accordance with its own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect Products that you already have listed on your site, you must not include price information in your Product descriptions. Panasonic will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular Product.
- Identifying Yourself as an Affiliate
We will make available to you a small graphic image that identifies your site as a Program participant. You may display this logo or the phrase "In association with Panasonic" somewhere on your site. We may modify the graphic image from time to time. In addition, we encourage (but do not require) you to include a link to the Panasonic homepage at http://www.panasonic.com
You may not make any press release with respect to this Agreement or your participation in the Program without our prior written consent, which may be given or withheld in our sole discretion. You may e-mail Affiliatesupport@us.panasonic.com if you wish to get written consent.
- Limited License
We grant you a nonexclusive, revocable right to use the materials described in Section 2 and such other images for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist in generating Product sales. You may not modify the icon or any of our images in any way. We reserve all of our rights in the icon, any other images, our trade names and trademarks, and all other intellectual property rights. We may revoke your license at any time by giving you written notice.
- Responsibility for Your Site
You will be solely responsible for the development, operation and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for: the technical operation of your site and all related equipment; creating and posting Product descriptions on your site and linking those descriptions to the Panasonic catalog using Special Links and special link formats provided by us; the accuracy and appropriateness of materials posted on your site (including, among other things, all Product-related materials) ensuring that materials posted on your site do not breach or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy or other personal or proprietary rights; ensuring that materials posted on your site are not defamatory or illegal. We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages and expenses (including, without limitation, legal fees) relating to the development, operation, maintenance and contents of your site.
- Term of the Agreement
The term of this Agreement will begin upon our acceptance of your 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 of termination. You are only eligible to earn referral fees on sales of Qualifying Products occurring during the term and fees earned up to the date of termination will remain payable only if the related orders are not cancelled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon termination of this Agreement, you must promptly return to us, or at our request, destroy any and all of our intellectual or proprietary property, information and/or materials in your possession and, subject to receiving written consent to the contrary from us, remove all hypertext links to our site from your site.
We may modify any of the terms and conditions contained in this Agreement, at any time and at our sole discretion, by posting a change notice or a new agreement on our site, on the site of our Affiliate Program Network Management Vendor, or both. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE Program FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE OR THE SITE OF OUR AFFILIATE PROGRAM NETWORK MANAGEMENT VENDOR WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
- Relationship of Parties
You and Panasonic are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties or our respective affiliates. You will have no authority to make or accept any offers or representations, guarantees or warranties on our or our affiliates' behalf, including with respect to our affiliates’ Products or services. You will not make any statement or representation, whether on your site or otherwise, that you are connected or affiliated with us or our site, other than for the purpose of referring users to our site as defined under this Agreement, or that otherwise reasonably would contradict anything in this Section.
- Limitation of Liability
Neither we, nor any of our affiliates, will be liable for indirect, special or consequential damages (or any loss of revenue, profits or data) arising in connection with this Agreement or the Program, even if we, or any of our affiliates, have been advised of the possibility of such damages. Further, to the fullest extent permitted by law, our and our affiliates' collective aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement at the time the act or omission giving rise to the liability occurred.
To the fullest extent permitted by law, neither we nor any of our affiliates makes any express or implied warranties or representations with respect to the Program or any Products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement or any implied warranties arising out of a course of performance, dealing, or trade usage), and the same are hereby excluded. In addition, neither we, nor any of our affiliates, make any representation that the operation of our site will be uninterrupted or error-free and none of us will be liable for the consequences of any interruptions or errors.
- Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE OR ANY OF OUR AFFILIATES 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 COMPETE WITH YOUR WEB SITE. 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 will be governed by the laws of the State of New York, without reference to rules governing choice of laws. 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 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 provision or any other provision of this Agreement.
- More "Fine Print"
We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site or the links or Tagged Links will be uninterrupted or error-free, or will not be re-routed or "black holed." As a result, we might temporarily be unable to capture information regarding Tagged Links. We will not be liable for the consequences of any such interruptions or errors. The Program is intended for commercial use only. 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 OR MAINTAIN AFFILIATES ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. 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.
Notices to you are effective if provided in writing to the postal addresses, electronically to the e-mail address set forth in the application, if posted on our website, or if posted on the website of our Affiliate Program Network Management Vendor. Notice to us may be given in writing to Panasonic, One Panasonic Way, 7A-4, Secaucus, NJ 07094 Attention: Affiliate Marketing Program; or by e-mail at email@example.com. This Agreement will be governed by the laws of the State of New York without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in New York, New York 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 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 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.
Revision Date: 03/15/2011.