Affiliate Agreement

By clicking “I Accept,” you are entering into this binding legal agreement with us.

In this Agreement, you are the “Affiliate,” who operates one or more websites or other online marketing venues where you will put links to our website as part of our Affiliate Program.

In consideration for placing links on your website, we will compensate you when you fulfill the obligation of the Affiliate Program which are outlined in this Agreement.

1.0  POLICIES AND ELIGIBILITY FOR THE AFFILIATE PROGRAM

1.1       Policies

To enroll in and continue to be enrolled in our Affiliate Program, you must comply with our policies which are as follows:

  • Only use the graphics, banners, logos, links and text we provide and authorize you to use and only in the manner in which we authorize you to use them.  Do not modify the graphics, banners, logos or links we provide without our permission.  If you want to use links in ways not set forth in the Affiliate Program, you must email us with your proposed use so we can evaluate your request and receive permission for the use from us. We reserve the right to deny your request for any reason in our discretion.
  • Do not use unsolicited commercial email, spam, search engine spam, or other unethical or illegal means to generate referral commissions.
  • Do not offer incentives, compensation, or commissions to persons or companies for using our links on your site.
  • Do not misrepresent our products or services or make any claim, representation, or warranty about our products or services without our permission.
  • Keep your contact information accurate and updated with us at all times and provide the information to us when we request it.
  • Comply with all state, federal and international laws and regulations that are applicable to you at all times.
  • If you put any endorsement or testimonial on your website about our products or services, you must disclose your affiliate relationship with us by placing the disclosures we provide in the Affiliate Program Requirements prominently and conspicuously on your website.
  • Do not do anything to cause customer confusion about our relationship as independent contractors.
  • Do not enter into any agreements on our behalf or as our representative.
  • Follow all Federal Trade Commission regulations, especially those governing the use of endorsements and testimonials.
  • Only endorse our products or services if a) you are a bona fide user of them, or b) you are not a bona fide user but you have clearly and conspicuously disclosed that fact.
  • Only make endorsements and testimonials about our products or services that are your honest opinions, findings or beliefs.
  • Do not make endorsements or testimonials about our products or services that are deceptive in any way.
  • Do not make claims about our products or services without adequate substantiation to support those claims.
  • Do not claim to be an expert about our products or services unless you have first contacted us and obtained our approval so we can be sure that a) our products or services fall within your area of expertise, b) you have conducted the necessary examinations or tests to reach valid conclusions about our products or services, and c) your expert opinions are consistent with our conclusions about our products or services.
  • Do not make endorsements of our products or services on behalf of an organization unless the endorsement fairly reflects the beliefs of that organization.
  • Do not register any domain names that are confusingly similar to our trademarks or service marks.
  • Do not use any advertising keywords that are confusingly similar to our trademarks or service marks.
  • Do not violate customer privacy by reading, intercepting, recording, redirecting, interpreting, or filling in the contents of any electronic form or other materials submitted to us by any person.
  • Other than providing a link on your site in accordance with the Affiliate Program, do not post or serve any advertisements or promotional information promoting our site or otherwise around or in conjunction with the display of our site (e.g., through any “framing” technique or technology or pop-up or pop-under windows) without our permission.

1.2 Monitoring Your Site

We have the right to monitor your site at any time to determine if you are in compliance with the terms of this Agreement.

2.0       VIOLATION OF PROVISIONS

If we determine, in our sole discretion, that you have violated this Agreement or any of our policies, we may (without limiting any other rights or remedies available to us) withhold or deny any commissions or other compensation that would otherwise be payable to you under this Agreement and/or terminate this Agreement and your participation in the Affiliate Program.  We reserve the right to prosecute or take legal action against any fraud, or conspiracy to defraud and to recover any commissions paid to you which were earned as a result of fraud.  Fraud includes knowingly violating the terms and spirit of this Agreement.

3.0       YOUR LIMITED LICENSE AS AN AFFILIATE

We grant you a limited, non-exclusive, revocable license to use our trademarks or service marks in graphics, banners, logos, links, and/or text, solely for the purposes of participating in the Affiliate Program.  Other than as a participant in the Affiliate Program, you have no legal rights to our proprietary information, trademarks, artwork, graphics, technical specs, formats, text, logos, marks, copyrighted material, trade secrets, or anything we have provided to you.  You agree to not make any claims to our intellectual property or challenge our ownership of our intellectual property. When this agreement terminates, you must immediately give back everything and anything we have given you and delete all copies of our materials from your computer memory.

4.0       OUR RESPONSIBILITIES

We will be solely responsible for processing every order for products or services placed by a customer who follows a link from your site to ours, for tracking the number and amount of sales generated by your site, and for compensating you. We will be responsible for credit card authorizations, payment processing, cancellations, returns, and related customer service.  We will provide you all the information you need to make appropriate links from your site to ours.

5.0       PAYMENTS AND FEE SCHEDULE

5.1       Basis of Commission

You will be paid a commission or fee as described in the materials promoting our Affiliate Program.

5.2       Accumulation and Exclusions

We will deduct from your commission or fee payments any sale amounts attributed to credit card or other fraud, charge backs and bad debt and credits for cancelled services (“Net Sales”). We reserve the right to delay or reclaim a payment for based on any determination we might make of fraud, charge backs, bad debt or cancelled services or sales, and we reserve the right to deny payment based on any violation of any terms of this Agreement.

6.0       TERM AND TERMINATION OF THIS AGREEMENT

6.1.      Commencement and Termination

The term of this Agreement will begin when you accept this Agreement and we accept your application to the Affiliate Program, and the Agreement will end when it is terminated by either party. We may terminate this Agreement immediately at any time, with or without cause. If you cease posting our link on your site, this Agreement shall be deemed terminated by you.

6.2.      Events at Termination

When this Agreement is terminated:

  • You will immediately stop using any our links or materials on your website;
  • You will return all of our materials we have provided you or you have obtained and delete all copies from your computers;
  • You will only receive commission for referrals made prior to the termination of this Agreement; and
  • We will only pay you those commissions, if any, you earned prior to the date of termination, excluding amounts due to actual fraud, credit card fraud, credit card charge backs and /or bad debt, or credits for cancelled services or as otherwise obtained in violation of this Agreement.

7.0       MODIFICATION

7.1       Our Right to Modification at Any Time

We may modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion. Modifications may include, but are not limited to, changes in the scope of available referral fees, commission schedules, payment procedures and program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT.

7.2       Continuation of Participation after Modification

Your continued participation in the Affiliate Program following our notice to you of changes to this Agreement or the Affiliate Program will serve as your acceptance of those changes.

8.0       RELATIONSHIP OF PARTIES

We are only independent contractors. We are not partners, nor do we have a relationship as partners, joint venturers, one of agency, franchise, sales representative, or any employment relationship. You do not have the authority to make or accept any agreement on our behalf. partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties.

9.0       REPRESENTATIONS AND WARRANTIES

9.1       AFFILIATE’S Ownership

You hereby represent and warrant to us that you are the sole and exclusive owner of the trademarks you have provided to us to use and that you have the right and power to grant to us the license to use those trademarks and that our use will not:  a) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or b) infringe upon any trademark, trade name, service mark, copyright or other proprietary right of any other person or entity.

9.2       Further Representations of AFFILIATE

You further represent that:

  • You are duly organized, validly existing, and in good standing under the laws of the state or country of your origin, or you are an adult at least eighteen (18) years of age;
  • you have all requisite power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement
  • this Agreement has been duly authorized, executed, and delivered by you and is a valid and binding obligation enforceable in accordance with its terms; and
  • the execution, delivery, and performance of and compliance with this Agreement does not and will not (i) conflict with, or constitute a default under, or result in the creation of, any mortgage, pledge, lien, encumbrance or charge upon any of your properties or assets, nor result in any violation of any term of your governing documents, (ii) in any material respect, any term or provision of any mortgage, indenture, contract, agreement, instrument, judgment or decree, or (iii) to the best of your knowledge, any order, status, rule or regulation applicable to you, the violation of which would have a material adverse effect on your business or properties.

10.0     CONFIDENTIALITY

During the term of this Agreement, you may be entrusted with confidential information relating to the business, operations, or underlying technology of our company (the “Confidential Information”). You shall not disclose the Confidential Information to any other person or entity or use it in any unauthorized manner.  Any information you obtain from us including customer or vendor lists, pricing and sales information, or business or financial information, shall be kept strictly confidential.  Your obligations under this section shall survive the termination of this Agreement.

11.0     LIMIATIONS OF LIABILITY

11.1     No Liability of Us

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE SHALL IN NO EVENT BE LIABLE TO YOU OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, SUBSCRIBERS, FOR INDIRECT, INCIDENTAL, OR SPECIAL DAMAGES, LOST PROFITS, LOST SAVINGS, OR ANY OTHER FORM OF CONSEQUENTIAL DAMAGES, REGARDLESS OF THE FORM OF ACTION, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER RESULTING FROM BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE. 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.  UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY, INCLUDING, WITHOUT LIMITATION, CUSTOMERS, FOR ANY LOSS, INJURY, OR DAMAGE, OF WHATEVER KIND OR NATURE, RESULTING FROM OR ARISING OUT OF ANY MISTAKES, ERRORS, OMISSIONS, DELAYS, OR INTERRUPTIONS IN THE RECEIPT, TRANSMISSION, OR STORAGE OF ANY MESSAGES OR INFORMATION ARISING OUT OF OR IN CONNECTION WITH THE AFFILIATE PROGRAM OR US.

11.2     No Warranties

WE MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, CONCERNING THE PERFORMANCE OR FUNCTIONALITY OF OUR SERVICES OR PRODUCTS, OR OUR AFFILIATE PROGRAM, INCLUDING BUT NOT LIMITED TO THE LINK OR OTHER AFFILIATE ADVERTISEMENTS AND HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE.

12.0     IDEMNIFICATION

You agree to indemnify and hold us harmless, our parent company, sister companies, subsidiaries and affiliates, our directors, officers, employees, agents, shareholders, partners, members and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, expenses (including reasonable attorneys’ fees), and costs that arise out of or are based on, or in any way connected with, your violation of this Agreement or terms and conditions of our Affiliate Program.

13.0     NOTIFICATION

All notices to us in connection with this Agreement shall be sent to the addresses provided in the Affiliate Program Requirements.  Our receipt of the notice is the it is received by U.S. mail, postage prepaid, certified or registered, return receipt requested.  Any notice to you under this Agreement shall sent via email at the email address provided by you in your application to the Affiliate Program. Notice to you at this address is deemed sufficient regardless of your receipt of such email.

14.0     MISCELLANEOUS

14.1     Assignability

You shall not assign or delegate its obligations under this Agreement, either in whole or in part, without our prior, written consent. If this Agreement is assigned for any reason, it shall be deemed void. This Agreement is not intended to and shall not be construed to provide any rights, remedies or benefits to or for any person or entity not a party to this Agreement. 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.

14.2     Severability

If any provision of this Agreement, or the application thereof to any person or circumstance, shall be held invalid or unenforceable under any applicable law, such invalidity or unenforceability shall not affect any other provision of this Agreement that can be given effect without the invalid or unenforceable provision, or the application of such provision to other persons or circumstances, and, to this end, the provisions hereof are severable.

14.3     Non-Waiver

No delay or failure by us in exercising any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right.

14.4     Remedies

The rights and remedies of us in this Agreement are not mutually exclusive, i.e., the exercise of one or more of the provisions hereof shall not preclude the exercise of any other provision hereof. You acknowledge, confirm, and agree that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision hereof, the respective rights and obligations hereunder shall be unenforceable by specific performance, injunction, or other equitable remedy. Nothing contained in this Agreement shall limit or affect our rights under the law for a breach or threatened breach of any provision of this Agreement, it being the intent of this provision to make clear that our respective rights and obligations shall be enforceable in equity as well as at law or otherwise.

14.5     Interpretation

This Agreement shall not be construed or interpreted in favor or against SELLER or you on the basis of draftsmanship or preparation of the Agreement.

14.6     Headings

The headings, captions, and other typographical formatting used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement

14.7     Governing Law

This Agreement is governed by the laws of the state as described in the Affiliate Program Requirements, without regard to any conflict of laws provisions.

14.8     Entire Agreement

Together with the above guidelines, this Agreement constitutes the entire agreement between the Parties. No prior or contemporaneous written or oral representation of the Affiliate Program form a part of this Agreement, and this Agreement supersedes all prior agreements between the Parties relating to the subject matter of this Agreement.

14.9     Attorneys Fees

If we commence legal action to enforce the terms of this Agreement, you will be responsible for our reasonable attorney fees and costs we incur in bringing the action.