Please review the following terms and conditions contained within our Affiliate Agreement. By signing up for our affiliate program you agree to the terms and conditions as such.

This Simon's Men's Clothing Affiliate Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Simon's Men's Clothing Affiliate Program. This Agreement is made and entered into by Simonsclothing.com, d/b/a Simon's Men's Clothing and you, the applicant.

As used in this Agreement, "we" means Simon's Men's Clothing and "you" means the applicant. "Site" means a
 World Wide Web site and, depending on the context, refers either to (a) the simonsclothing.com site located at the URL simonsclothing.com or such other site as Simon's Men's Clothing might designate, or (b) the site that you will link to our Site and which you have identified in your Program application.

Sign-Up Process

Agreements Following Acceptance

1 (a). Restrictions. You may use the Materials only as an active hypertext link to (as applicable) the appropriate Simon's Men's Clothing page. The Materials may not link to any other page. You may not frame the Simon's Men's Clothing site, cause the link to create a new browser window (unless such window occupies 100% of the user's screen and appears above all other browser windows), or otherwise cause users to display the Simon's Men's Clothing site in a distorted fashion.

You may display the Materials only in the form and at the size Simon's Men's Clothing provides to you. You may not modify or alter the Materials in any way, including size, proportions, colors, elements, type or in any other respect. You may not animate, morph or otherwise distort the Materials' perspective or dimensional appearance, nor may you use screen shots of your pages (to the extent that the Materials appears in the screen shot) in any other medium. If Simon's Men's Clothing provides you with a substitute version of the Materials, you shall replace the Materials as soon as reasonably possible.

Your Site's title and other trademarks and linking logos must appear at least as prominently as the Simon's Men's Clothing logo that is used to create the special link. The Materials shall be surrounded by a reasonable amount of empty space, and you may not use the Materials in conjunction with other logos or marks in a way that would create a combination mark. You may not use the Materials in a way that suggests that Simon's Men's Clothing endorses or sponsors your site. The Materials may not appear larger or more prominently than other branding on the page on which it is displayed.

You may not use the Materials in any way that tarnishes, blurs or dilutes the quality of the Simon's Men's Clothing trademarks or any associated goodwill. Without limiting the foregoing, you shall not display the Materials on any pages that contain infringing or illegal content or links.

2. Order Processing. We will process product orders placed by customers who follow Special Links from your Site to our 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 and fulfillment. 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 be solely responsible for making available to you reports summarizing this sales activity through our tracking tools.

The form, content, and frequency of the reports may vary from time to time at our sole discretion. You hereby agree not to disclose the information contained in these reports to any third party without prior written consent from Simon's Men's Clothing.

3. Commission. We will pay you a commission on product sales to customers as provided in Section 4. For a product sale to be eligible to earn a commission, the customer must follow a Special Link from your Site to our Site, select and purchase the product using our automated ordering system, accept delivery of the product at the shipping destination, and remit full payment to us ("Qualifying Purchase"), subject to the Commission schedule below.

 We will pay a commission on a subsequent sale of products that are purchased or added to a customer's shopping cart after the customer has re-entered the Simon's Men's Clothing Site through a non-affiliate link within the time specified in Section 4 of the original referral.

You may not purchase products during sessions initiated through the Special Links on your Site for your own use, resale, or commercial use of any kind. This includes orders for customers or on behalf of customers or orders for products to be used by you or your friends, relatives or associates in any manner. Such purchases may result, in our sole discretion, in the withholding of a commission or the termination of this Agreement. In addition, you may not directly or indirectly offer any person or entity any consideration or incentive for using Special Links on your Site to access our Site (e.g., "rewards," rebates,” “donation” programs). If we determine, in our sole discretion, that you have offered any person or entity any such consideration or incentive, we may withhold any commission otherwise payable to you under this Agreement and seek other remedies available to us.

4. Commission Schedule. You agree and acknowledge that the commission you earn pursuant to Section 3 will be in amounts established by us and posted on the Site together with the application materials. The Commission Schedule is incorporated into this Agreement by reference. We reserve the right to modify the Commission Schedule at any time in our sole discretion upon prior notice to you.

Commissions will be paid up to a maximum of 5% of Net Sales (as defined herein) unless otherwise provided in the Commission Schedule, provided the customer linked to the Simon's Men's Clothing Site from a Special Link. If a customer visits the Simon's Men's Clothing site from a link to Simon's Men's Clothing on your site, then returns to the Simon's Men's Clothing site directly (not through Affiliate’s link to us) within 60 “return” days and makes a purchase, we will still pay you the commission on the resulting Net Sale.

The Commission will be based on the aggregate amount actually paid to Simon's Men's Clothing for qualifying purchases from the Simons Clothing Site, excluding amounts collected by us for sales taxes, duties, shipping, handling, monogramming, gift-wrapping, service charges, credit card processing fees and bad debt (“Net Sales”). All available items on our site will be included in the computation of Net Sales, excluding gift cards.

5. Commission Payment. On a monthly basis, provided that Affiliate has a balance due to Affiliate of $25.00 or more, Simon's Men's Clothing will authorize and pay Affiliate commissions. If the commissions due to Affiliate are less than $25.00, payment will be held until the amount earned is $25.00 or more, or until this Agreement is terminated. Commission checks will be sent approximately 45 days after the end of every fiscal month.

6. Policies and Pricing. Customers who buy products through this Program will be deemed to be our customers. Accordingly, all Simon's Men's Clothing rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time.

For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

7. Simon's Men's Clothing Marks. The Simon's Men's Clothing trademarks, trade names, designs and logos made available to you through our Site ("Simon's Men's Clothing Marks") are proprietary marks of Simon's Men's Clothing. Subject to the terms and conditions of this Agreement, Simon's Men's Clothing grants you a limited non-exclusive, nontransferable, revocable license to use the Simon's Men's Clothing Marks during the term of this Agreement for the purposes stated in the Agreement. You will not (a) modify the Simon's Men's Clothing Marks, or (b) cause any act or thing that would impair our rights in the Simon's Men's Clothing Marks or damage the reputation for quality inherent in the Simon's Men's Clothing Marks.

Further, you acknowledge (a) your use of Simon's Men's Clothing Marks does not convey to you any right, title or interest in or to the Simon's Men's Clothing Marks; (b) Simon's Men's Clothing’ ownership of the Simon's Men's Clothing Marks, (c) you may not contest the Simon's Men's Clothing Marks, or register or attempt to register in any jurisdiction any Simon's Men's Clothing mark or any confusingly similar mark or trade name, nor form any combination marks with Simon's Men's Clothing; (d) you agree to identify the Simon's Men's Clothing Marks by including appropriate symbols and notices reasonably requested by us; (e) you may not obtain or use the Simon's Men's Clothing Marks except as provided in Section 1; and (f) your use of the Simon's Men's Clothing Marks, including all goodwill associated with such use, shall inure solely to Simon's Men's Clothing.

You acknowledge Simon's Men's Clothing' sole and exclusive ownership of the Materials, and you shall not take any action inconsistent with such ownership, such as adopting, using, registering, or attempting to register any logo or trademark confusingly similar to the Materials. All use of or goodwill associated with the Materials shall accrue to Simon's Men's Clothing' benefit. You may not use the Materials in any manner not expressly authorized under this Agreement. You may not sublicense, resell, assign or transfer any of its rights here under, without the prior written approval of Simon's Men's Clothing. Any attempt to resell, assign, or transfer such rights absent such approval is void and shall, at Simon's Men's Clothing’ election, result in immediate termination of this Agreement without liability to Simon's Men's Clothing.

8. Customer and Sales Information. We will own all right, title, and interest (including all intellectual property rights) in and to all information that is created or collected in connection with this Agreement, including, without limitation, (a) any contact information collected from any customer who enters the Simon's Men's Clothing Site from a link from your Site ("Affiliate Customers") and (b) any information regarding click-through rates or product purchases by Affiliate Customers ("Sales Information"). Subject to the terms and conditions of this Agreement, Simon's Men's Clothing grants you a limited worldwide, non-exclusive royalty-free license to use the Sales Information to the extent necessary to fulfill your obligations under this Agreement or for your internal research purposes.

You agree not to disclose any Sales Information or Affiliate Customer contact information to any third party without Simon's Men's Clothing’ prior written approval. You agree not to send Affiliate Customers e-mail communications promoting your Site as an affiliate of Simon's Men's Clothing or otherwise unless granted previous approval by Simon's Men's Clothing.

9. Responsibility for Your Site. You are solely responsible for the development, operation, and maintenance of your Site and for all materials that appear on your Site, including, but not limited to (a) the Special Links; (b) the accuracy and appropriateness of materials posted on your Site (including but not limited to all product-related materials); (c) ensuring that materials posted on your Site do not violate or infringe upon the rights of any third party (including, but not limited to, copyrights, trademarks, privacy, or other personal or proprietary rights); and (d) ensuring that materials posted on your Site are not libelous or unlawful, or do not violate any provision of this Agreement.

 We disclaim all liability for the matters stated in this Section 9. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the content development, operation, maintenance, and contents of your Site or any breach of your obligations under this Agreement.

10. You may not use the Simon's Men's Clothing name, or any variation thereof, in any manner not expressly authorized by this Agreement. In particular, you may NOT post Simon's Men's Clothing sales, promotions or coupons on your site without our prior written consent; you may NOT use Simon's Men's Clothing’ name, or any variation thereof, in meta tags; you may NOT use Simon's Men's Clothing’ name, or any variation thereof, in hidden text or source code; you may NOT use Simon's Men's Clothing’ name, or any variation thereof, in your domain or sub-domain; you may NOT engineer your site in such a manner that pulls Internet traffic away from Simon's Men's Clothing; you may NOT purchase any keywords on search sites related to Simon's Men's Clothing or any variation thereof, without prior written authorization.

Violation of the foregoing prohibitions may result in, among other things, the immediate termination of this Agreement and/or the commencement of an action by Simon's Men's Clothing against you seeking, without limitation, injunctive relief and/or recovery of actual, statutory and/or punitive damages.

11. Term of the Agreement; Termination. The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either of us. Either you or Simon's Men's Clothing may terminate this Agreement at any time and for any reason, with or without cause, by giving the other party written or electronic notice of termination.

You are only eligible to earn commissions on sales occurring during the term of this Agreement, and fees earned through the date of termination will remain payable only if the related orders are not canceled 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, (a) all licenses hereunder shall terminate, (b) you shall immediately remove any links, Simon's Men's Clothing Marks, and other Simon's Men's Clothing intellectual property or brand features from your Site, (c) Simon's Men's Clothing shall immediately remove any of your logos, marks, and brand features from the Simon's Men's Clothing Site, and (d) Sections 7, 8, 9, 10, 11, 12, 13, 14, 17, 18, and 19 will survive such termination.

12. Modification. We may modify the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our Site and giving you notice of the modification via electronic and/or written means. Modifications may include, for example, changes in the scope of available commission, commission 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 WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

13. Relationship of Parties. Both of us are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have 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 reasonably would contradict anything in this Section.

14. Limitation of Liability. We will not be liable for indirect, special, or consequential damages arising in connection with this Agreement and the 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 Program will not exceed the total commissions paid or payable to you under this Agreement. All claims made hereunder by you against us shall be made within 120 days of the act or omission, which forms the basis of such claims.

15. Disclaimers. 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 will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors or termination of any services, products or this Agreement.

16. 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 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.

17. Assignment and Successors. 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 be enforceable against, the parties and their respective successors and assigns.

18. Scope Of Agreement. This Agreement and the Commission Schedule constitutes the entire agreement and understanding between us with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous written or oral agreements or representations between us.

19. Injunctive Relief. You expressly agree that your violation of Sections 1, 7, 8 or 10; Termination of this Agreement will cause irreparable harm to Simon's Men's Clothing and that a remedy at law would be inadequate. Therefore, in addition to any and all remedies available at law, Simon's Men's Clothing will be entitled to seek an injunction or other equitable remedies in all legal proceedings in the event of any threatened or actual violation of any or all of the provisions hereof.

20. Attorneys' Fees. In the event any action is commenced to construe or enforce any provision of this Agreement, the prevailing party, in addition to all other amounts such party shall be entitled to receive from the other party, shall be entitled to receive its reasonable attorneys' fees and costs incurred in bringing such action.

21. Publicity. Affiliate shall not issue any press release nor make any public statement regarding this Agreement (including the terms and existence thereof) or the relationship of the parties without Simon's Men's Clothing' prior written approval, which may be withheld in Simon's Men's Clothing' sole discretion. Nothing herein shall require Simon's Men's Clothing to approve the issuance of a press release or obligate Simon's Men's Clothing to participate in a press release with Affiliate.

22. Notices. Any notices required or permitted by this Agreement shall be delivered to the other party through direct correspondence. Notice shall be deemed given one business day after such notice was sent by the sending party.

23. Governing Law, Jurisdiction, and Venue. This Agreement will be governed by the laws of the United States and the State of Massachussets, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought only in the federal or state courts located in Boston, Massachussets, and you irrevocably consent to the jurisdiction of such courts.

24. Waiver. 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. The failure of either party to enforce any right or remedy shall not be deemed a waiver of said right or remedy.