One Way Furniture Affiliate Agreement

Please read this Affiliate Program Agreement (the "Agreement") carefully before submitting your application ("Application") for participation in the One Way Furniture Affiliate Program (the "Affiliate Program"). This agreement is a binding contract between the individual submitting the Application or the entity on whose behalf the Application is being submitted ("you" and "your") and One Way Furniture, Inc. (""). By submitting the Application, you hereby accept and agree to all of the terms and conditions set forth in this Agreement. The Agreement shall be effective only upon One Way Furniture's acceptance of your Application, and your participation as, an affiliate in the One Way Furniture Affiliate Program. By submitting an enrollment Application to One Way Furniture, you certify that you have read and agree to be bound by the terms and conditions of this Agreement.


WHEREAS, One Way Furniture has established an Affiliate Program for the purpose of (i) allowing affiliates to advertise and promote One Way Furniture's products on their web sites, (ii) establishing links from affiliates' sites to One Way Furniture's website for the purpose of allowing users of affiliate sites to purchase products from One Way Furniture; and

WHEREAS, you desire to be accepted by One Way Furniture as an affiliate in the Affiliate Program, and to advertise and promote One Way Furniture's products on your web site and to allow users of your site to link to One Way Furniture's site for the purpose of purchasing One Way Furniture's products, among other things;

NOW, THEREFORE, in consideration of the covenants and premises contained herein, the parties agree as follows:

Incorporation of Preamble and Recitals.

The above preamble and recitals are incorporated by reference in, and made part of, this Agreement.

Enrollment in the Affiliate Program

To enroll in the Affiliate Program, you must submit a complete Affiliate Program Application, which is found on One Way Furniture's web site at "" One Way Furniture will evaluate your application and will notify you via the e-mail address listed in your Application of its acceptance or rejection of you as an affiliate. One Way Furniture may reject your application for any reason or for no reason in its sole discretion. One Way Furniture will reject your application if it determines, in its sole discretion, that your site includes anything that is unlawful, harmful, threatening, defamatory, obscene, harassing, discriminatory, or otherwise objectionable. If One Way Furniture rejects your application, you may reapply for participation in the Affiliate Program at any time.


We will refuse all applications or signups or remove affiliates which we believe participate in spyware, adware, parasite techniques, url hijacking, place bids, on our trademarked name "One Way Furniture" on any engine for driving traffic. The use of "One Way Furniture", "Coupon" or "Coupon Code" is not permitted on any affiliate page in any combination, wether via PPC or Organic methods. Affiliates seeking to optimize a page to generate clicks for consumers looking for our trademark protected name will either be removed from the program or have commisions lowered at our discretion. We reserve the right to research and investigate affiliates and their activities and, at our own discretion, determine whether or not these practices are in place. Affiliates found in violation of this policy will be immediately terminated from the program and will have their commisions set to 0%, forfeiting all commissions. We have a zero tolerance policy, so please make sure the rules are followed. We will always protect our trademarked name.


As an affiliate, One Way Furniture will make available to you, via the site, a variety of graphic and textual images (the "Images") that serve to identify your site as a member of the Affiliate Program and will establish links from your site to (the "Links"). You may, subject to the terms and conditions of this Agreement, display Links as often and in as many areas on your site as you desire. If you are displaying products, you are not permitted to display any pricing as our prices change frequently. You shall cooperate fully with One Way Furniture in establishing and maintaining Links. You may display in your site only those Images provided to you by One Way Furniture. One Way Furniture may discontinue use of or replace Images at any time and from time to time in its sole discretion. Upon request, you shall remove any Image from your site and replace it with a new Image provided by One Way Furniture. All Links must be displayed prominently in relevant sections of your site. Links may be modified or expanded from time to time upon agreement between you and One Way Furniture, however, the banner link code cannot at any time be modified by the affiliate, doing so will not allow proper reporting of traffic sent through such banner link code. Each Link connecting users of your site to an area of will in no way alter the look, feel, or functionality of One Way Furniture may monitor your site at any time and from time to time to determine if you are in compliance with the terms and conditions of this Agreement.

One Way Furniture's Obligations

One Way Furniture shall be responsible for providing all information necessary to allow you to make appropriate Links from your site to One Way Furniture shall (i) process all orders (which includes order entry, payment processing, shipping, handling cancellations and returns, and related customer service) from users who link from your site, (ii) track the volume and amount of sales generated by Links from your site, and (iii) provide information to affiliates regarding sales statistics.

Affiliate's Obligations
  • You will be solely responsible for the development, operation and maintenance of your site and for all materials that appear on your site, including, without limitation: the technical operation of your site and all related equipment; the accuracy and appropriateness of materials posted on your site; 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); ensuring that materials posted on your site are not libelous, defamatory, misleading, false or deceptive or otherwise illegal; ensuring that your site and your business practices do not include any of the activities of unsuitable sites listed in Section 2 above.
  • You agree to keep your Application updated with current and accurate information.
  • You agree to pay and be responsible for all costs and expenses you may incur in connection with the Affiliate Program or your performance under this Agreement.
  • You agree to clearly show the referring links that are sent to the website. You agree to never make any website links hidden.
  • You agree not to make any referring link to our site, whether through a PPC campaign or through a site visitor on your site hidden or not trackable.
  • One Way Furniture is not obligated to make any representations, warranties or other statements concerning you, your site, any of your products or services, or your site policies.
  • Wherever possible, you agree to never attempt to mask the referring url information (i.e. the page from where the click is originating). Using redirects to bounce a click off of a domain where the click did not originate in order to give the appearance that it came from that domain is expressly prohibited and is a direct violation of the program. This does not include using "out" redirects from the same domain where the affiliate link is placed.
Contests and Promotions

As an affiliate, provided you perform in accordance with this Agreement, you shall be entitled to participate in and promote on your site special promotions One Way Furniture may offer, and, in connection therewith, such promotions shall be available to users of your site.


No commissions shall be paid for product that is returned, charged back, fraudulent, for any reason or for which One Way Furniture is unable to collect the purchase price of the product. Commissions will be paid only on orders received during the term of this Agreement. Affiliates will be paid the respective commission amount depending on their order performance through the calendar year.

Commission Payment handles all commission payments. Please visit for more information regarding minimum payouts and timing of payments.

Reports of Sales

You will be given a password and shall have the ability to enter a password-protected site to receive your sales statistics.

Policies and Pricing
  • Users who buy One Way Furniture's products through the Affiliate Program are customers of One Way Furniture. Accordingly, all of One Way Furniture's policies (including prices and pricing policies), and operating procedures concerning customer orders, customer service, and product sales shall apply. One Way Furniture may change its policies and operating procedures at any time. One Way Furniture reserves the right to change prices of products at any time and from time to time. Except as may be permitted by One Way Furniture you may not include price information in your product descriptions.
  • You understand and agree that One Way Furniture shall be the sole owner of any and all data and information One Way Furniture (or its representatives) obtains or gathers from, or in connection with, end users visiting or transacting business on the One Way Furniture site or otherwise transacting business with One Way Furniture, including without limitation, all transaction, usage and preference data.

You shall not create, publish, distribute, or permit any written material that makes reference to One Way Furniture or the Affiliate Program without first submitting such material to One Way Furniture and receiving its written consent.

Licenses and Use of the Logos and Trademarks
  • One Way Furniture grants you a limited, non-exclusive, non-transferable, revocable right to (i) access through the Links solely in accordance with the terms of this Agreement, and (ii) solely in connection with such Links, to use the trademark and logo and similar identifying material relating to One Way Furniture (but only in the form(s) that they appear on One Way Furniture's pages) (collectively, the "Licensed Materials"), for the sole purpose of promoting One Way Furniture products on your site. You may not copy, except as expressly set forth in this Agreement, distribute, alter, modify, reverse engineer, or create derivative works from the Licensed Materials. One Way Furniture may revoke your license at any time by giving you written notice. Any goodwill arising out of your use of the Licensed Materials shall inure to the benefit of One Way Furniture only.
  • You shall not make any specific use of any Licensed Materials for purposes other than promoting One Way Furniture's products on your site. You agree not to use the Licensed Materials in a manner that is misleading or deceptive or disparages One Way Furniture, its site, the Affiliate Program or One Way Furniture’s products or services or that otherwise portrays One Way Furniture, in its discretion, in a negative light. One Way Furniture reserves all rights in the Licensed Materials. At no time during the Term or thereafter will you challenge, or assist others in challenging, the validity of the One Way Furniture Licensed Materials or the registration thereof or attempt to register any confusingly similar trademarks, service marks, logos, trade names or domain names. Except for the limited license set forth above in Subsection (a) of this Section 12, no license or other rights to the One Way Furniture’s Licensed Materials will be deemed granted to you hereunder or in connection with the Affiliate Program, by implication, estoppel or otherwise.
  • You grant to One Way Furniture a non-exclusive license to use your names, titles, logos, and trademarks (the "Affiliate Trademarks"), to advertise, market, promote, and publicize in any manner your participation in the Affiliate Program, and/or One Way Furniture's rights hereunder. Notwithstanding the foregoing, One Way Furniture is not obligated to advertise, market, promote, or publicize your participation in the Affiliate Program, the existence of the Affiliate Program, or any other aspect of the Affiliate Program.
  • The licenses granted hereunder shall run concurrently with the term of this Agreement.
Obligations Regarding Your Site

You, at your sole cost and expense, shall develop, operate, and maintain your site and all materials that appear on your site, which development, operation and maintenance shall include, without limitation, technical operation of your site and all related equipment; creating and posting product reviews, descriptions, and references on your site and linking those descriptions to; assuring the accuracy and propriety of all materials and information posted on your site; ensuring that materials posted on your site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal, and all other actions necessary to operate and maintain your site.

Term and Termination

The term of this Agreement will begin as of the date One Way Furniture notifies you that One Way Furniture has accepted you as an affiliate and will end when terminated by either party. Either you or One Way Furniture may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination.


One Way Furniture may modify any of the terms and conditions contained in this Agreement at any time in its discretion. You will be notified of any changes via email by a change notice. If you do not agree to be bound by the terms and conditions of any modification to this Agreement, you may terminate this Agreement by giving written notice to One Way Furniture. Your continued participation in the Affiliate Program following any notice of a modification of this Agreement shall constitute your binding acceptance of the Agreement as modified.

Relationship of Parties

You and One Way Furniture are independent contractors, and nothing in this Agreement shall be construed to create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You have no authority to make or accept any offers or representations on behalf of One Way Furniture. You may not make any statement, whether on your site or otherwise, that contradicts anything contained in this Section.


One Way Furniture makes no express or implied warranties or representations with respect to the Affiliate Program,, or any One Way Furniture products sold through the Affiliate Program, including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of course of performance, dealing, or trade usage. One Way Furniture makes no representation that the operation of will be uninterrupted or error free, and One Way Furniture shall not be liable for the consequences of any interruptions or errors.

Representations and Warranties

You hereby represent and warrant that:

  • This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.
  • The execution, delivery, and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties.
  • You are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant licenses to use your trademarks in the manner contemplated herein, and such grant does not and will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.
  • No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by you in connection with the execution, delivery, and performance of this Agreement or the taking by you of any other action contemplated hereby.
  • There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against you, or any affiliate of yours, with respect to the execution, delivery, or consummation of this Agreement, or with respect to the Affiliate Trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.

Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning One Way Furniture or you, respectively, or any other affiliate, provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Limitation of Liability



You shall indemnify and hold harmless One Way Furniture and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that One Way Furniture's use of the Affiliate Trademarks infringes any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to One Way Furniture.

One Way Furniture shall indemnify you against Losses that arise out of any claim that your use of the Images provided to you by One Way Furniture infringe any rights of a third party; provided that the Images have not been modified by anyone other than One Way Furniture.

Independent Investigation


Governing Law

This Agreement will be governed by the laws of the United States and the State of New York, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in The State of New York, and you irrevocably consent to the exclusive jurisdiction of such courts.


You may not assign this Agreement, by operation of law or otherwise, without the prior written consent of One Way Furniture. 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. This Agreement contains the complete understanding between the parties pertaining to the subject matter hereof. One Way Furniture's failure to enforce strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such a provision or any other provision of this Agreement. Should any one or more provisions of this Agreement be determined illegal or unenforceable by any court of competent jurisdiction, all other provisions shall remain effective.


All notices required under this Agreement shall be sent via United States mail, postage prepaid, addressed to the parties at the following addresses:

If to One Way Furniture:

One Way Furniture
PO BOX 1477
Melville, NY 11747

Phone: (631) 249-4390
Fax: (631) 249-4392

If to Affiliate: The address as set forth in the Affiliate Program Application.

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