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shoe palace

Terms of Service
In consideration of the promises set forth below, each party agrees as
follows:

1. Offers and Engagements.

1.1. From time to time, We may post on the LinkShare Network(B2C)
offers (each, an "Offer") to pay to other participants a specified
commission in return for certain advertising services leading to a
Qualifying Link (defined below).

1.2. If You accept one of our Offers, we will have entered into an
"Engagement." Each Engagement shall have the same identification
number as the original Offer that lead to the Engagement and shall be
governed by the terms and conditions of this Agreement. However, in
the event of any inconsistency between the terms of the specific
Engagement and the terms of this Agreement, the terms of the Engagement
shall govern.

1.3. At any time prior to You displaying a Qualifying Link on one of
Your websites, Advertiser may, with or without notice (a) change,
suspend or discontinue any aspect of an Offer or an Engagement or (b)
remove, alter, or modify any graphic or banner ad that we have
submitted for an Offer or an Engagement. You agree to promptly
implement any request from Us to remove, alter or modify any such
graphic or banner ad.

2. Your Responsibilities.

2.1. You hereby agree to comply with all applicable laws.

2.2 You hereby agree that the position, prominence and nature of
links on the Your site shall comply with any requirements specified in
the Engagement, but otherwise will be in Your discretion.

2.2. You agree not to make any representations, warranties or other
statements concerning Us, Our site, any of Our products or services, or
Our site policies, except as expressly authorized by the Engagement.

2.3. You are responsible for notifying Us and LinkShare Corporation of
any malfunctioning of the URLs specified in the Engagement (the
"Required URLs") or other problems with Your participation in the
Engagement. We will respond promptly to all concerns upon receipt of
Your notification.

3. Commissions.

3.1. We agree to pay to You the commission specified in the Engagement
if We sell to a visitor to Our site (a "Customer") a product or service
that is the subject of the Engagement and if that Customer has accessed
Our site and purchased the product or service via a Qualifying Link.

3.2. A "Qualifying Link" is a link from Your site to Our site using one
of the Required URLs or any other URL provided by Us for use in the
LinkShare Network(B2C) if it is the last link to Our site that the
Customer uses during a Session where a sale of a product or a service
to Customer occurs. A "Session" is the period of time beginning from a
Customer's initial contact with Our site via a link from Your site and
terminating when the Customer either returns to Our site via a link
from a site other than Your site or the Engagement expires or is
terminated.

3.3. We shall have the sole right and responsibility for processing all
orders made by Customers. You acknowledge that all agreements relating
to sales to Customers shall be between Us and the Customer.

3.4. All determinations of Qualifying Links and whether a commission is
payable will be made by LinkShare Corporation and will be final and
binding on both You and Us. Prices for the products will be set solely
Us in Our discretion.

4. Ownership and Licenses.

4.1. Each party owns and shall retain all right, title and interest in
its names, logos, trademarks, service marks, trade dress, copyrights
and proprietary technology, including, without limitation, those names,
logos, trademarks, service marks, trade dress, copyrights and
proprietary technology currently used or which may be developed and/or
used by it in the future.

4.2. We grant to You a revocable, non-exclusive, worldwide license to
use, reproduce and transmit the name, logos, trademarks, service marks,
trade dress and proprietary technology, as designated in the Engagement
or during the registration process in the LinkShare Network(B2C), on
Your site solely for the purpose of creating links from Your site(s) to
Our site(s) during Engagements. Except as expressly set forth in this
Agreement or permitted by applicable law, You may not copy, distribute,
modify, reverse engineer, or create derivative works from the same.
You may not sublicense, assign or transfer any such licenses for the
use of the same, and any attempt at such sublicense, assignment or
transfer is void.

4.3. You grant to Us a non-exclusive, worldwide, royalty-free license
to use, reproduce and transmit any graphic or banner ad submitted by
You solely for co-branding purposes or as a return link from Our
site(s) to Your site(s). We will remove such graphic or banner ad upon
Your request.

5. Termination.

5.1. Either party may terminate any Engagement at any time by deleting
their acceptance of the Engagement through the LinkShare Network(B2C).
Termination of an Engagement shall not terminate this Agreement or any
other Engagement.

5.2. Either party may terminate this Agreement at any time, for any
reason, provided that they provide at least five day's prior written
notice of such termination to the other party and the LinkShare
Network(B2C). Termination of this Agreement shall also terminate any
outstanding Engagements. However, all rights to payment, causes of
action and any provisions which by their terms are intended to survive
termination, shall survive termination of this Agreement.

6. Representations.

6.1. Each party represents to the other that (a) it has the authority
to enter into this Agreement and sufficient rights to grant any
licenses granted hereby, and (b) any material which is provided to the
other party and displayed on the other party's site will not (i)
infringe on any third party's copyright, patent, trademark, trade
secret or other proprietary rights or right of publicity or privacy;
(ii) violate any applicable law, statute, ordinance or regulation;
(iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene;
(v) violate any laws regarding unfair competition, antidiscrimination
or false advertising; (vi) promote violence or contain hate
speech; or (vii) contain viruses, trojan horses, worms, time bombs,
cancelbots or other similar harmful or deleterious programming
routines.

6.2. EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES ANY
REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT
LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.

7. Cross-Indemnification.

7.1. Each party hereby agrees to indemnify, defend and hold harmless
the other party and its publishers, directors, officers, employees and
agents, from and against any and all liability, claims, losses,
damages, injuries or expenses (including reasonable attorneys' fees)
brought by a third party, arising out of a breach, or alleged breach,
of any of its representations or obligations herein.

8. LinkShare Required Provisions.

8.1. Each party jointly and severally agrees to indemnify, defend, and
hold harmless LinkShare Corporation and its publishers, officers,
directors, employees and agents (collectively, "LinkShare") from and
against any and all liability, claims, losses, damages, injuries or
expenses (including reasonable attorneys' fees) directly or indirectly
arising from or relating to any Offer, Engagement, any other matter
related to this Agreement or the subject matter hereof any dispute
relating thereto.

8.2. The parties agree that LinkShare may rely on any data, notice,
instruction or request furnished to LinkShare by either party which is
reasonably believed by LinkShare to be genuine and to have been sent or
presented by a person reasonably believed by LinkShare to be authorized
to act on behalf of one of the parties. In the event of any dispute
between the parties, the parties agree that to the extent the parties
contact and involve LinkShare, LinkShare may consult with and use
counsel of its own choice in connection with such dispute and the
reasonable fees and disbursements of LinkShare's counsel shall be
within the costs and disbursements covered by the indemnity specified
in Section 8.1 above.

8.3. The parties acknowledge and agree that this Agreement and the
Engagements are only made possible due to LinkShare and that the
parties shall not, for the duration of this Agreement and for twenty-
four (24) months thereafter, enter into any advertising, collaborations
or other commercial arrangements with each other in connection with
their sites on the World Wide Web except via the LinkShare Network
(B2C).

8.4. The parties acknowledge and agree that the nature of the Product
is such that in its normal operation it may access and download
elements of software data from resources which are external to the
computer or device running the Product, such as Product enabled
servers. The parties acknowledge that LinkShare has not undertaken to
provide such external resources or servers and specifically disclaims
any representation or warranty as the availability, quality or
performance of such resources or whether they may contain any
defects which may affect the performance of the Product or either
party's computer. LinkShare shall not be responsible for provision of
any communications facilities or the costs associated with such
communications.

8.5. The parties agree that LinkShare is an intended third party
beneficiary of this Agreement.

9. Limitation of Liability.

9.1. In no event shall either party be liable to the other party for
any direct, indirect, special, exemplary, consequential or incidental
damages, even if informed of the possibility of such damages.

9.2. The parties agree that the LinkShare Network(B2C) and LinkShare
Corporation and its publishers, officers, directors, employees and
agents shall not be liable to either party for any direct, indirect,
special, exemplary, consequential or incidental damages, even if
informed of the possibility of such damages.

10. General.

10.1. Each party shall act as an independent contractor and shall have
no authority to obligate or bind the other in any respect.

10.2. This Agreement has been made in and shall be construed and
enforced in accordance with the laws of the state of New York. Any
action to enforce this Agreement shall be brought in the federal or
state courts located in that state. If you need to send official
correspondence, send it via registered mail to Our headquarters to the
attention of Our legal department.

10.3. By accepting any Offer through the LinkShare Network(B2C), You
agree that you will be deemed to have executed, and will be bound by,
this Agreement.

10.5. The provisions of this Agreement are independent of and separable
from each other, and no provision shall be affected or rendered invalid
or unenforceable by virtue of the fact that for any reason any other or
others of them may be invalid or unenforceable in whole or in part.

By accessing and using our Shoe Palace website (www.shoepalace.com),
hereafter referred to as the Website, you accept and agree to be bound
by the terms and conditions set forth below. Please review these terms
and conditions of use carefully before using this website. In addition,
when using this Website's particular services or features, you shall be
subject to any additional posted guidelines or rules which may be
posted and modified from time to time. Please check these terms
periodically for changes. Your continued use of this Website including
changes to our Privacy Policy indicates your acceptance and agreement
to these terms.

This Website is owned and operated by Shoe Palace Corporation, its
subsidiaries, and/or its affiliates (referred to as Shoe Palace, The
Company, "we," "us", or "our" herein). Except as otherwise permitted by
these Terms of Use, no material from this Website may be modified,
copied, reproduced, republished, uploaded, posted, transmitted, or
distributed in any way. You are permitted and encouraged to utilize the
various sharing and social media links provided by this Website to the
extent that they support Shoe Palace and its potential customers and is
not done for commercial gain. Use of the materials for any other
purpose, modification of the materials, or use of the materials on any
other website or networked computer environment is strictly prohibited.
Absolutely no framing of this Website is permitted without the prior
written consent of Shoe Palace. Except as expressly stated in this
legal notice, no right or license to the materials or any portion
thereof, shall be granted or implied.

SHOE PALACE OPERATES THIS WEBSITE FOR ITS BENEFIT AND FOR ITS
LEGITIMATE CUSTOMERS. AS SUCH, SHOE PALACE TAKES VERY SERIOUSLY THE
SECURITY OF ITS WEBSITE AND CUSTOMERS AS WELL AS ANY ATTEMPTS TO
UNDERMINE THE FAIR AND REASONABLE OPERATION OF THE WEBSITE FOR ALL ITS
CUSTOMERS. SHOE PALACE SPECIFICALLY PROHIBITS THE USE OF SPIDERS, BOTS,
OR OTHER AUTOMATED TOOLS WHICH, IN ITS SOLE OPINION, VIOLATE FAIR AND
EQUAL ACCESS TO THE WEBSITE FOR ALL SHOE PALACE CUSTOMERS. SHOE PALACE,
ACCORDINGLY, RESERVES THE RIGHT TO CANCEL OR INVESTIGATE WHAT IT
CONSIDERS FRAUDULENT, SUSPICIOUS, OR ILLEGITIMATE ORDERS OR ACTIVITY.
SHOE PALACE RESERVES THE RIGHT TO VERIFY, MODIFY, OR CANCEL SUSPICIOUS
ORDERS OR THOSE THAT VIOLATE QUANTITY LIMITS OR OTHER POSTED
REQUIREMENTS AND TO FURTHER IMPOSE LIFETIME CUSTOMER BANS, TO FIREWALL
OR OTHERWISE BLOCK ABUSIVE ACTIVITY, AND/OR TO PROSECUTE IF NECESSARY.
You may not reproduce, distribute, display, sell, lease, transmit,
create derivative works from, translate, modify, reverse-engineer,
disassemble, decompile, or otherwise exploit this Website or any
portion of it unless expressly permitted by us. You may not make any
commercial use of any of the information provided on the Website or
make any use of the Website for the benefit of another business unless
explicitly permitted by us in advance. We reserve the right to refuse
service, terminate accounts, and/or cancel orders at our discretion,
including, without limitation, if we believe that customer conduct
violates applicable law or is harmful to our interests.

Unless otherwise noted, the design of the Website, the Website as a
whole, and materials that are part of the Website (collectively,
"Contents") are copyrights, trademarks, trade address, or other
intellectual property owned, controlled, or licensed by Shoe Palace or
its affiliates.
All software used on this Website is the property of Shoe Palace or its
software suppliers and protected by copyright laws and may not be used
for any purpose by you. You agree not to change or delete any
proprietary notices from materials printed or downloaded from the
Website.

These Terms of Use will continue as an agreement between us until we
terminate them, which we may do at any time without notice to you. We
also may terminate your right to use the Shoe Palace website
immediately and without notice to you if, in our sole discretion, you
fail to comply with any of these Terms of Use. If we do terminate your
right to use the Website, then you are no longer authorized to access
or use any of the benefits of the Website. In addition, the
restrictions we have imposed on you concerning copying or downloading
information, and the disclaimers and limitations or liabilities that we
have stated in the Terms of Use, will survive our termination of the
agreement. The Terms of Use that we have stated in the Website are the
entire agreement between us relating to each of the issues discussed in
those Terms of Use.