No derivative themes (based on pre-existing themes or designs) are allowed in the Theme Repo. So I’m pretty sure that will be a “No” to both questions.
This is not accurate.
Derivatives Themes are allowed to be hosted in the official repository. (If we didn’t, half of the currently hosted Themes wouldn’t be there, given the number of them derived from Twenty Eleven, Twenty Ten, Kubrick, Sandbox, etc.)
However, we maintain a fairly high standard of significant design and/or functional difference from the original Theme, in order to be considered.
Also, derived Themes need to indicate clearly the original copyright attribution and license declaration, so that users can trace the Theme back to its original source.
And if you think about it, permitting that would really water down the quality of themes here. Someone could just modify one file on a theme or change the colors in the CSS and there would be hundreds of themes like that.
Think of the theme reviewers and their families! Those poor reviewers, all those derivative themes…
In fact, this is a continual problem, and it does lead to subjective decisions, which the Theme Review Team tries at all reasonable costs to avoid. But a blanket prohibition of derived Themes is simply impractical.
Can the link to woothemes be my woothemes referal link?
Absolutely NOT.. This would be construed as a Spam/SEO link, and if it is an affiliate link, would possibly get you black-balled from submitting Themes.
The appropriate place to put such attribution is with your copyright/license declaration in style.css and/or your readme file.
Nothing about submitting a child theme of Twenty Eleven or any other theme to the Repo.
In fact, Child Themes are not currently being accepted for inclusion in the official repository. That day will come, eventually; but not yet. (It’s outside the control of the Theme Review Team.)
If you have any other questions about submitting Themes to the repository, your best bet is to email the theme-reviewers mail-list, as that is where you will get the quickest and most accurate and thorough answers. (Not many from the Theme Review Team actually monitor the WPORG support forums.)