Bright Star Kids Affiliate Program - Operating Agreement

This Operating Agreement sets forth the complete terms and conditions that apply to participation in the Bright Star Kids Affiliate Partner Program. As used in this Operating Agreement, "Bright Star Kids" means Bright Star Kids and "you" means the applicant. "Bright Star Kids Site" means all of the sites that are registered under Bright Star Kids including our main Australian based site: http://www.brightstarkids.com.au, and our other international sites: http://www.brightstarkids.eu, http://www.brightstarkids.us, http://www.brightstarkids.co.uk. Bright Star Kids Site on the World Wide Web, and "your site" refers to the World Wide Web site that you will link to Bright Star Kids site from.

1 - Becoming a Partner
To become a Partner, you must register with Bright Star Kids by completing the Online Application Form. Your submission of the application constitutes your Operating Agreement that you have read and agreed to all of the terms and conditions contained in this Operating Agreement. If Bright Star Kids accepts you as an Affiliate Partner, you will receive an e-mail confirmation containing your Affiliate Code, user name and password, which will make it possible for you to place links on your site that Bright Star Kids can track.
We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Affiliate Partner program. Unsuitable sites include those that:

• promote sexually explicit materials
• promote violence
• promote discrimination based on race, sex, religion, nationality, disability, sexual
• orientation, or age
• promote illegal activities
• otherwise violate intellectual property rights

Sites that are related to children and their carers, such as parenting sites, online retailers of kids products and activities and children's school sites are preferable.

2 - Your Obligations
Using the HTML text and image links, which can be downloaded from our affiliate section on our website, you will establish links on your site to the Bright Star Kids site. You will be solely responsible for the development, operation and maintenance of your site as well as for all materials appearing on it. Your responsibilities include without limitation all aspects of the technical operation of your site (including the proper formatting of links so as to permit tracking of sales) and ensuring that the content of your site does not violate or infringe the rights of any third party. Bright Star Kids disclaims all liability for these matters and you shall indemnify and hold harmless Bright Star Kids from and against all damages, claims and expenses relating to them.

3 - Bright Star Kids Obligations
Bright Star Kids will handle all customer services, including the taking, processing and fulfilment of orders, for customers who follow links from your site to the Bright Star Kids site. Bright Star Kids will be responsible for tracking all sales that come from links on your site. You will receive a commission which will exclude GST for each successfully completed transaction total, during a session that originated from such a link. (No credit will be given for cancelled bookings.) Your commission payments will be paid directly into the bank (Australian Only) or Pay Pal account you nominate in the application.

Commission payments that have reached $50 or more will be made within 28 days of the close of every calendar month for the commissions earnt during the previous calendar month. For any commission that has not reached this limit of $50, it will be carried over to the following month and so forth until the limit has been reached or until the affiliate leaves the program. A recipient created invoice will be issued summarising sales and commissions payable for the period, which will be emailed to your nominated email account. A detailed sales and commission report will be made available on-line as part of the program.

4 - Term of the Operating Agreement
The term of this Operating Agreement will commence upon Bright Star Kids’s acceptance of your application and will continue until terminated. Subject to clause 5 below, either party may terminate this Operating Agreement at any time by giving at least 30 days written notice, which may be given by e-mail, to the other party. Commission payments to you in respect to customers who may follow links from your site to purchase products from Bright Star Kids after this Operating Agreement is terminated, will not be payable.

5 - Modification
Bright Star Kids shall have the right at any time to change or modify the terms and conditions of this Operating Agreement or to impose new conditions. Such changes, modifications or additions shall be effective immediately upon notice thereof, which may be given by any means including by posting on the Bright Star Kids site. The absence of notice of termination, which will be effective immediately, by you will constitute your binding acceptance of the change, modification or addition.

6 - Relationship of Parties
You and Bright Star Kids are independent contractors, and nothing in this Operating Agreement shall be deemed to create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You do not have the right to accept any offers on behalf of Bright Star Kids or to act for or bind Bright Star Kids in any manner and you shall not make any statement, whether or not on your site, to indicate otherwise.

7 - Limitation of Liability
In no event will Bright Star Kids be liable for any indirect, special, or consequential damages arising in connection with this Operating Agreement, your role as a Partner or any item sold under this Operating Agreement.

8 - Disclaimers
Other than as required by law, Bright Star Kids makes no express or implied warranties or representations with respect to any item sold pursuant to this Operating Agreement or with respect to the operation of the Bright Star Kids site.

9 - Content
You acknowledge that the Bright Star Kids site contains information, data, graphics and other material protected by copyrights and trademarks and that these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed.