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Affiliate Agreement

This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Boscovs.com Online Affiliate Program (the "Program").

As used in this Agreement, "we" or "our" means the site Boscovs.com and its owner Boscov's Department Store, LLC (a Delaware limited liability corporation with its principal place of business at 4500 Perkiomen Avenue, Reading, Pennsylvania) and "you" or "your" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to Boscovs.com's site, located at the URL www.Boscovs.com, or to any site that you will link to our site (and which you will identify in your Program application).

  1. Enrollment in the Program
    To begin the enrollment process, you will submit a complete Program application via our Affiliate Center at www.boscovs-affiliate-program.com, or via our participation with the affiliate aggregator BeFree at www.befree.com. Your submission shall constitute your acceptance of all of the terms and conditions of this Agreement.

    We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program for any reason. Unsuitable sites include, but are not limited to, those that:

    • promote discrimination based on race, sex, religion, nationality, disability,
    • sexual orientation, or age
    • promote sexually explicit materials
    • promote violence
    • promote illegal activities
    • include "boscovs" or variations or misspellings thereof in their
    • domain names
    • otherwise violate intellectual property rights

    If we reject your application, you are welcome to reapply to the Program at such time as you believe you are in full compliance with our requirements. You should also note that if we accept your application and your site is thereafter determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement (see Section 12 for your responsibilities upon termination).

  2. Linking Your Site to www.Boscovs.com
    Once you have been notified that your site has been accepted into the Program, you may post on your site one or more of the following types of links to our site, the code for which is available exclusively at http://boscovs.reporting.net:

    General Links to Boscovs.com Home Page: You may post general links on your site to our home page at http://www.Boscovs.com.

    Departmental Links: You may post links to one of our many Departments using the Departmental banners we will make available to affiliates.

    Sale Links: You may post links to one of periodic special sales using the Sale banners we will make available to affiliates. Because these special sales generally only last for a limited time, it is your responsibility to update these banners as special sales end, or alternatively to use our Auto-Merchandising banner which automatically rotates banners that we believe are likely to be most generally applicable for a given week.

    Product Links: You may select one or more Products to post on your site. A "Product" is any product listed as available for sale on our site. For each selected Product, you will display on your site a short description, review, or other reference. You will be responsible for the content, style, and placement of these references. You will provide a Special Link (as defined below) from each Product reference on your site to the corresponding Boscovs.com online catalog entry. Each such link will connect directly to a single item in our online catalog. You may add or delete Products (and related links) from your site at any time without our prior approval. You need to understand that we frequently delete products due to seasonality, lack of availability, or any of a number of reasons. It is your responsibility to assure that a Product to which you link is still available for sale on our site (when the product is no longer available, the link will default to our home page). You may not use Special Links to link to our site from references to products on your site that are not "Products" as defined above.

    Search Box Links: You may post, on your site, one or more Boscovs.com search box(es) that will permit your site visitors to link directly to a page on our site that contains the results of their search queries.

    We will provide you at http://boscovs.reporting.net with guidelines and graphical artwork to use in linking to our various pages and products. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with special "tagged" link formats to be used in all links between your site and our site. You must ensure that each of the links between your site and our site properly utilizes such special link formats. Links to our site placed on your site pursuant to this Agreement and which properly utilize such special link formats are referred to as "Special Links."

    You will earn referral fees only with respect to activity on our site occurring directly through Special Links; we will not be liable to you with respect to any failure by you to use Special Links or to have your Special Links working properly, including to the extent that any such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.

    You acknowledge that, by participating in the Affiliate Program and placing any of the above links within your site, Boscovs.com may receive information from or about visitors to your site, or communications between your site and those visitors, or about the activity of visitors to your site once they arrive at Boscovs.com. Your participation in the Boscovs.com program constitutes your specific and unconditional consent to and authorization for Boscovs.com's access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies, procedures and third party relationships set forth in Boscovs.com's Privacy Notice. Because that Privacy Notice may change from time to time, it is your responsibility to periodically review such notice.

  3. 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 may establish periodically. 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 by using Special Links from your site to our site and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time at our sole discretion.

  4. Referral Fees
    We will pay you (in accordance with Sections 5 below) referral fees on certain Qualifying Product Sales to third parties. A Qualifying Product Sale is one where a visitor to your site clicks-through a Special Link from your site to our site, and adds Product to his or her shopping cart during the customer's visit to our site. We will also pay you referral fees for the first Qualifying Product Sales order occurring within 15 days of a visitor linking from your site to our site so long as (1) the visitor is using the same computer, (2) the visitor has not deleted or turned off the tracking cookie, and (3) has not re-entered www.Boscovs.com from another affiliate site. On any Qualifying Product Sale, only one affiliate will be eligible to earn a referral fee. Additionally, we will only pay referral fees on Qualifying Product Sales after order, payment and shipping have occurred.

    We will not pay referral fees on any Products that are purchased through any device (an "Internet Access Appliance") that provides Internet access but does not present our site, or permit users to access and interact with our site, in the same manner as a desktop computer (e.g., mobile devices such as cellular telephones or PDAs that may access only limited or modified versions of our site).

    In addition, you may not: (a) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity; (b) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of our site; (c) make any orders, or engage in other transactions of any kind on our site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so; (d) take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring; or (e) post or serve any advertisements or promotional content around or in conjunction with the display of our site (e.g., through any "framing" technique or technology or pop-up windows), or assist, authorize, or encourage any third party to take any such action. If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement and/or terminate this Agreement.

  5. Referral Fee Schedule
    You will earn referral fees based on Net Sales Revenues from Qualifying Product Sales according to referral fee schedules to be established by us, from time to time. "Net Sales Revenues" shall mean the gross revenue actually received by Boscovs.com from a customer for Qualifying Product Sales less (a) applicable sales taxes, duties, gift-wrapping fees, shipping or delivery fees, handling fees and other similar charges (b) losses due to credit, charge and debit card fraud and bad debt, (c) credits for returned goods, and (d) the face value of any coupon or other discount applied by or received by the customer for a Purchase.

    The current referral fee schedule is: 5% of Net Sales Revenues from all Qualifying Product Sales.

  6. Referral Fee Payment
    We process your referral fees on a monthly basis. Approximately 30-45 days following the end of each month, a check will be sent to you for the referral fees earned. However, if the referral fees payable to you for any month are less than $25, we will hold payment until the total amount due at the end of any payment period is at least $25 or (if earlier) until this Agreement is terminated.

    In calculating referral fees, we will deduct the corresponding referral fee from your next monthly payment if a Product that generated a referral fee is returned by the customer or if there is any other form of charge-back. If there is no subsequent payment owing to you, we will send you a bill for the referral fee that you owe back to us.

    Unless specifically required to do so by a federal, state or local taxing authority, we will not be withholding any income taxes from amounts paid to you. You are solely responsible for the payment of any and all income taxes on amounts we pay to you. If you do not understand the tax ramifications of our payments to you, you should consult an appropriate tax advisor. It is also your responsibility to maintain current address and tax ID information with us through your account management screen at http://boscovs.reporting.net.

  7. Policies and Pricing
    Customers who buy products through this Program will be deemed to be customers of Boscovs.com. Accordingly, all Boscovs.com 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, without notice to you. 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. Because price changes may affect Products that you have listed on your site, you may not include price information in your Product descriptions.

    We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the price of any particular product. Furthermore, we cannot guarantee availability of all items for which a customer places an order. If we are unable to fulfill an item(s) from an order because merchandise is no longer in stock at one of our fulfillment locations, then that item on the customer's order will be cancelled and you will not be entitled to a referral fee for that item.

  8. Identifying Yourself as an Online Affiliate
    You may not issue any press release with respect to this Agreement or your participation in the Program. Such action may result in your termination from the Program.

    In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that Boscovs.com supports, sponsors, endorses, or contributes money to any charity or other cause).

  9. Limited License
    We grant you a nonexclusive, revocable right to use the graphic images and text described in Section 2 and such other text or 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 graphic image or text, or any other of our images, in any way.

    We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines, as those guidelines may change from time to time. We may revoke your license at any time by giving you written notice.

  10. Responsibility for Your Site; Disclaimer and Indemnity
    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
    • posting links from your site to ours using the code for which is available
      exclusively at http://boscovs.reporting.net
    • 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 violate 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 libelous or otherwise illegal
    • ensuring that your site accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors' browsers.

    WE DISCLAIM ALL LIABILITY FOR THESE MATTERS. FURTHER, YOU WILL INDEMNIFY AND HOLD US (INCLUDING OUR SUBSIDIARIES, AFFILIATES, AND AGENTS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SHAREHOLDERS, PARTNERS, MEMBERS, AND OTHER OWNERS) HARMLESS FROM ALL CLAIMS, DAMAGES, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) RELATING TO THE DEVELOPMENT, OPERATION, MAINTENANCE, AND CONTENTS OF YOUR SITE.

  11. Fraud Protection
    Because we believe that it is in the best interests of all legitimate participants in our Program to minimize Program fraud, we use various tools to detect fraudulent activities of referral sources and of online shoppers at our site. By your participation in our Program, you agree to our use of these tools with respect to any or all traffic directed from your site. Should you be a participant in any fraud with respect to our site, you agree to repay us all dollars that we have paid you under this Program, to forgo any amounts we might owe you, and to be responsible for all of our costs in identifying and recovering any fraudulent disbursements or shipments. You should also understand that it is our general policy to prosecute fraud that we detect to the fullest extent possible under the law.

  12. Term of this 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.

    Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all Boscovs.com trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are eligible to earn referral fees only on Qualifying Products Sales that occur during the term, and referral 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.

  13. Modification of this Agreement
    We may modify any of 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. Modifications may include, for example, changes in the scope of available referral fees, referral 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 AT OUR AFFILIATE CENTER (www.boscovs-affiliate-program.com) WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

  14. Relationship of Parties
    You and we 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 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.

  15. Other Disclaimers, and Limitation of Liability
    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, NONINFRINGEMENT, 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. FURTHERMORE, WE MAY SUSPEND OR EVEN TERMINATE OPERATION OF OUR SITE AT ANY TIME, FOR ANY REASON

    IN NO EVENT SHALL WE BE LIABLE TO YOU FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF REVENUE OR LOST PROFITS, ARISING FROM ANY PROVISION OF THIS AGREEMENT, EVEN IF WE HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMIT OF OUR LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY IN TORT OR BY STATUTE, OR OTHERWISE) IN ANY MANNER RELATED TO THIS AGREEMENT, FOR ANY AND ALL CLAIMS, SHALL NOT IN THE AGGREGATE EXCEED THE FEES PAID OR PAYABLE BY US TO YOU PURSUANT TO 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 (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT, OR OPERATE OR ADVERTISE ON 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.

  17. Arbitration
    Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with us or any of our affiliates shall be submitted to confidential arbitration in Reading, Pennsylvania, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the state of Pennsylvania (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction.

    Arbitration under this Agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

  18. Notice
    All notices, consents, requests, instructions, approvals, and other communications made, required or permitted hereunder (each herein a "Notice") shall be given in writing and delivered: (a) by personal delivery, (b) by electronic mail, (c) by certified or registered mail (return receipt requested), or (d) by a nationally recognized courier. If the Notice is to you, it shall be addressed to the electronic or postal address you have provided in the Application or updated on the http://boscovs.reporting.net site; if the Notice is to Boscovs.com, it shall be addressed to: General Counsel, Boscov's Department Stores, LLC, 4500 Perkiomen Ave, Reading, PA 19606. The effective date of any Notice shall be deemed to be the date upon which any such notice is delivered to the addressee.

  19. Miscellaneous
    This Agreement will be governed by the laws of the United States and the state of Pennsylvania, without giving effect to the conflict of law principles thereof. 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. 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.

    Each provision of this Agreement shall be considered severable and if, for any reason, any provision hereof is determined to be invalid and contrary to, or in conflict with, any existing or future law or regulation by any court or agency having valid jurisdiction, such provision shall be given the maximum permissible effect, and such invalidity or illegality shall not impair the operation or affect the remaining provisions of this Agreement; and the latter shall continue to be given full force and effect and bind the parties hereto and such invalid provisions shall be deemed not to be a part of this Agreement.


    This Agreement has been posted on April 18, 2002.




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