1. Definitions

In this agreement:

• "CDJapan Customer Account" means the web-based interface that allows customers and users to view order details and to manage email subscriptions and personal details, including shipping address and payment details.
• "Site" means an Internet website, blog, or mailing list, owned or operated by Affiliate Partner.
• "CDJapan website" means web pages on CDJapan.co.jp.
• "Link" means a hyperlink ("Affiliate Link") defined through the Program that serves CDJapan website to the visitor's browser and identifies the Affiliate Partner for the purpose of facilitating and tracking referrals from your site to the CDJapan website. The link may be in the form of text, a product image, a button, a banner or any other format acceptable to CDJapan, and defined only through the Program.
• "Visitor" means any person, or user that clicks on links to the CDJapan website posted on Affiliate Partner sites.
• "Transaction" means referral data and order details that are tracked and collected through the Program.
• "Confirmed" means the final status of transaction to qualify that the order has been shipped after the payment for the order has been completed in full, and until the order is confirmed, the status will be shown as "Pending."
• "Affiliate Menu" means the web-based interface provided by CDJapan to allow Affiliate Partner to view notices and reports, to generate links, and to modify information registered.
• "CDJapan Points" mean the store credit ("Frequent Shopper Points") worth 1 Japanese yen for 1 point that are redeemed as discount towards subsequent orders at CDJapan.
• "Product Price" means the price in Japanese yen indicated on the CDJapan website that the visitor pays to order an item.

2. Enrollment

• Affiliate Partner must open a CDJapan customer account to enroll in the program.
• The enrollment process beings when you submit the complete application form through the CDJapan website. We will review your application and notify you of its acceptance or rejection. CDJapan reserves the right to reject any application deemed (in our sole discretion) unsuitable for the Program, according to the guidelines listed below. When reviewing your application, we will confirm that your site confirms to them. By participating in the Program, you agree that your site does not:
  • Promote illegal activities
  • Promote sexually explicit materials
  • Promote violence
  • Promote discrimination, based on race, sex, religion, nationality, disability, sexual orientation, or age
  • Violate intellectual properties, privacy or any other right of CDJapan or any person
  • Display any misleading or defamatory information about CDJapan
  • Resemble CDJapan website in appearance or display information so as to confuse visitors that it is the CDJapan website
  • Include "CDJapan" or variations or misspelling to the top-level domain name (e.g., ".com", ".net", "co.jp", etc.)
  • Consists only of link to other websites, and appear to be unorganized
  • Promote online casino, gambling, or online cashin
  Furthermore, we may reject your application in case the contents on your site cannot be viewed (e.g., due to any error in the URL submitted, your site being invitation-only Social Networking Site, or any problem with accessing the website). If we reject your application, you are welcome to reapply to the Program at any time.
  In case of any change after submitting your application form, you must update the information registered by signing into your Affiliate Menu.
• If we determine (in our sole discretion) that your site does not conform with the guidelines above after your application has been accepted, we may terminate this Agreement.
• Minors may not participate in the Program without permission, authority, or consent of a parent or guardian.
• By participating in the Program you agree that we may contact you by email to provide you with updates on service upgrades, to notify you of promotion and offers, and to send confirmation emails.

3. Affiliate Links on Your Site

• You may post Affiliate Links on your site as you see fit upon receiving our notification that your application has been accepted.
• You may post Affiliate Links on your site before your application is accepted. However, collection of transactions begins after the acceptance of the application, and any clicks or orders made during the review process won't be reflected in your account even if your application is accepted.
• You may use the product images and product texts (product names, catalog numbers, artist names, product descriptions, and physical media info) that are displayed directly on the product detail view pages on the CDJapan website solely for the purpose of generating sales through referrals. In addition, you may use the graphic images that we offer through the Affiliate Menu as you see fit for the purpose. However, you may not use any images or texts that are displayed elsewhere on our site.
• Product prices and availabilities are subject to change. You may display these information on your site, but it is your sole responsibility to keep them updated by visiting CDJapan website from time to time to obtain the current information.
• We may request you to remove specific Affiliate Links in case the webpage no longer exists on the CDJapan website, product is no longer obtainable, or for any other reason. By participating in the Program, you agree to remove any Affiliate Links from your site promptly upon receiving such request from us.

4. Restrictions

By participating in the Program, you agree that you will not engage in the following activities:

• Violoate any applicable law or regulation.
• Modify or alter CDJapan logo or any graphic image we offer through the program without our prior consent. However, you may change the size of the graphic images as you see fit.
• Display obscene, offensive, violent or misleading information about any item or about CDJapan on any site linked to the CDJapan website.
• Conduct or promote any fradulent activities through the proram or any site linked to the CDJapan website.
• By participating in the Program, you agree that you do not send any unsolicited bulk emails, or to send any email to lists or groups that you do not have permission to send. Abuse of any online media, including instant messaging, chat room, newsgroup, forum, BBS, or blog to send messages indiscriminately is not allowed. Your account will be terminated on the first offense of SPAMMING.
• Post any Affiliate Link or redirects to any Affiliate Link on any advertisement served on search engine, portal, sponsored advertising service or other search or referral service, or to serve.
• Post any Affiliate Link on any site other than the site registered and acccepted in the Program.
• Offer any person or entity any compensation, rewards, any incentive (including, without limitation, payment of money), any discount, or any other benefits for using Affiliate Links on your site linked to the CDJapan website.
• Place any order or engage in any other online activity of any kind on the CDJapan website on behalf of any third party, or authorize, assist, or encourage any other person to do so.
• Artificially increase referral fees by using any methods other than placing the Affiliate Links on your site in accordance with this agreement (e.g., using Pop-ups, "framing techniques" or any other methods that generate transactions, clicks, or any impressions without the visitor actively clicking on the Affiliate Link on your site, or to intentionally promote low-priced items or items that are no longer obtainable), or assist, authorize, encourage, or promote any third party to do so.
• Interfere or obstruct in any way with our providing of our services through the Program and through the CDJapan website.
• Misrepresent or embellish your relationship with us in any manner, except as expressed in this agreement, or imply or express that you have the authority to make or accept any offers or representations on our behalf. In addition, you may not issue any press release with respect to this Agreement or your participation in the Program.

If we determine (in our sole discretion) that you have engaged in any of the activities listed above, we may (without limiting any other rights) withhold any sale commissions otherwise payable to you under this Agreement and/or terminate this Agreement.

5. Commissions

• We will pay you commissions (in accordance with Section 6 and 7 below) for the referrals of visitors, through the affiliate links on your site registered and accepted in the Program, who order the items online at the CDJapan website, once their orders are completed (shipped after the payment has been completed in full).
• In order to track transactions, the Program uses JavaScript and Cookies. To ensure each transaction is tracked properly, both JavaScript and Cookie must be enabled on the visitor's website.
• Cookie used to track a transaction expires in 30 days after the link is last clicked.
• CDJapan will also pay you commissions for orders you place for your own purposes, as long as the transactions are properly tracked.
• We reserve the right to make the final decision as to whether orders qualify for the payment of commissions according to Section 4 and Section 5 of this Agreement.
• Any transaction that is not tracked through the Program will not qualify. We will not be liable for paying commissions for any transaction that is not properly tracked through the Program. It is your sole responsibility to ensure that the links on your site are properly formatted.

6. Commission Structure

• Please note that as of Dec.1, 2010 12:00 PM, the calculation for affiliate commission rates will change. Previously, commission were calculated based on the rate of the shipping dates. However, as of Dec.1, 2010, orders will receive commission based on the rates of the ordering dates no matter when the order is shipped out./li>
• You will earn a commission of 5-7% of the Product Price of the qualified products that are tracked through the Program in accordance with the terms expressed in the foregoing sections of our this Agreement.
• Product Price does not include the cost of shipping or any tax.
• Commission rate applicable during a given calendar month is determined based on the total of the Product Prices of the qualified products during the previous month as listed below. We may change the commission rate and the structure at any time without prior notice.

  Commission Rate	Monthly Sales (Yen)*
  5.00%	0 - 499,999yen
  6.00%	500,000 - 999,999yen
  7.00%	Over 1,000,000yen

  *Monthly Sales = total Product Price of qualifying products for the previous month.
• For sales generated from your Neolog reviews, you will earn a flat commission rate of 3%. However, if you add your own site, or if you have already added your own site, the tiered commission structure applies for sales coming from your Neolog reviews as well.
• Gift Certificates and Magazine Subscriptions do not qualify.
• In case an order that initially qualified is returned or if we receive a chargeback for the payment for the order, the transaction is voided, and we may withhold the commissions otherwise payable to you under this agreement. In case the commissions have already been paid, the amount corresponding to the order will be deducted from the subsequent payment. If there is no subsequent payment, we will bill for that amount.
• If you are a resident of Japan, the commissions we pay you includes the Japanese Consumption Tax, and it will be your sole responsibility to file Income Tax Return accordingly. Non-residents are exempt from the Japanese Consumption Tax.

7. Payment of Commissions

We will pay you the commissions on a monthly basis by either of the available payment methods listed below, according to your selection at the end of the month. The payment will be completed in approximately 10 days from the end of each month. Payment method may be changed any time in Affiliate Menu.

• CDJapan Frequent Shopper Points
  The commissions will be credited to your CDJapan account as CDJapan Points. This payment method is initially selected by default at the time your application is accepted. You may specify the threshold commission total to any amount in Affiliate Menu. Initially, the threshold commission total is set to 0 yen, meaning that the points will be credited each an order is confirmed. Since points expire in 1 year after they are credited to your account, you may specify it to a higher value freely to prevent the points from expiring before use.
• PayPal
  The commissions will be paid to your PayPal email address registered. The threshold commission total is 5,000 Japanese yen, and if the payment during a month is less than 5,000yen, then the amount will be carried over to succeeding months until the threshold is exceeded. The PayPal payment is made only in Japanese yen. Any receiving fees, currency conversion fees incurred from the PayPal payment must be borne by you. Additionally, in case of any error resulting from inappropriate settings with your PayPal account or details registered in your Affiliate Menu, we will make attempt in good faith to complete the payment during the following month, but we may withhold the payment in case the error is the result of a wrong PayPal email address registered.
• If the Product Price Total that qualifies during a given month is 0yen, the commission will not be paid in case the amount carried over from the previous month reaches the threshold commission total as a result of lowering the threshold commission total in Affiliate Menu. Commission including the amount carried over will be paid once any transaction is qualified. However, if you contact us by email before 20th of the month for our approval, CDJapan accommodates the payment of such payment individulally.

8. Limited License

• We grant you a nonexclusive, revocable right to use the product images, product texts, and graphic images expressed in Section 3 solely for the purpose of generating product sales through referrals.
• We reserve all rights in the graphic images, text, any other images on our website, our trade names and trademarks, logo, and all other intellectual property rights.

9. Your Responsibilities

• You are solely responsible for ensuring that each Affiliate Link you place on your site is properly formatted and linked to the CDJapan website.
• You are solely responsible for the accuracy and appropriateness of all details displayed on your site.
• You are solely responsible for ensuring that all contents dispalyed on your site do not infringe upon the rights of any third party (e.g., violoate copy rights, trademarks, privacy, or other personal or property rights).

10. Updates

• We will send you notice and updates by email and/or by making announcements in the Affiliate Menu.
• You agree to receive our emails and sign into your Affiliate Menu from time to time to keep updated, and to accommodate any request we make in accordance with this Agreement.

11. Breach of Agreement

If we determine (in our sole discretion) that you have violated any term expressed in this Agreement, we may take measures listed below without any prior notice. By participating in this agreement, you agree that we may make any such decision in our sole decision and that the decision we make is final.

• Disqualifying your Affiliate Link.
• Terminating this Agreement.
• Voiding transactions.
• Cancellation of the payment of the Commission.

12. Disputes

• You agree to resolve any claim or dispute that arises between you and the visitor or any other third party in connection with this Agreement and your participation in this Program, at your own expense.
• We may offer information related to transactions in dispute and offer any other forms of aid to the third party involved in the dispute without your express permission, except for the personal information as described in Section 15.

13. 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. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to the CDJapan website, and all of our 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 commissions only on sales of products that qualified during the term, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned, or the payment is chargebacked.

14. Confidentiality

You agree that you do not disclose, share, or compromise any personal information of the visitors (including the IP Address), or any proprietary information about the Program or CDJapan that you have permitted the access to as a result of participating in the Program, during and after the term of this agreement.

15. Privacy Policy

CDJapan respects the privacy of the Affiliate Partners, its customers, and visitors, and promises not to disclose personal or business information to any third party without their express permission. We do not sell, rent, or share your name, email address, phone number, or any other information or combination of information that may identify you to any person or third party. We consider this information to be private, and it will remain as such. However, we may relesae personal information in circumstances in which we reasonably believe (in our sole discretion) that it is appropriate for complying with any law, or for protecting the rights, safety, and property of CDJapan, our customers, or any other person. If you have any question about your privacy rights, please contact us at info@cdjapan.co.jp.

16. Limitation of Liability

We will not 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 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 referral fees paid or payable to you under this Agreement.

17. Modification

We may modify any of the terms and conditions expressed in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on the CDJapan website. Modifications may include, for example, changes in the scope of available commission fees, commission fee structure, 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 THE CDJAPAN WEBSITE SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

18. Governing Law

The laws of Japan will govern this Agreement without reference to rules governing choice of laws.

19. Tax

Unless expressed in this Agreement, you are solely responsible for bearing any tax levied by the relevant authority over you. In case the Japanese National Tax Agency require us to apply withholding tax on the commission fees payable to you, we will collect it and submit it to the Tax Agency, and you will receive the amount after the tax has been withheld. You agree to comply with all requirements, including the filing of tax forms to facilitate the taxattion. If you are a resident of Japan, you agree that it is understood by all pertinent parties involved (including the Tax Agency) that all transactions relavant to your paticipation to the Program take place within Japan, unless you provide us with a written notice. If you are a non-resident of Japan, you agree that it is understood by all pertinent parties involved (including the Tax Agency) that all transaaction relavant to your paticipation to the Program take place outside Japan, unless you provide us with a written notice. Additionally, you agree that you will update your information right away incase of any change in residency.