To register for the Affiliate Program, the Affiliate must complete and submit to the Owner an Affiliate Program Application Form. The Affiliate Program Application Form is included on the Owner’s website and can be completed and submitted through its website.
The Owner reserves the right to approve or reject ANY Affiliate Program Application in its sole and absolute discretion. The Affiliate will have no legal recourse against the Owner for the rejection of the Affiliate Program Application.
Without limiting the right to reject any application for any reason whatsoever in the Owner’s absolute discretion, the Affiliate application will be rejected if it is not complete, if the Affiliate’s website contains images or content that is not acceptable to Owner or is inconsistent with the image that the Owner wishes to create in association with its website, or if the Affiliate’s website contains any illegal, immoral, repulsive, defamatory, derogatory, harassing, harmful, threatening, obscene, vulgar, pornographic, racial or ethnic objectionable materials, depicts sexual situations, promotes discrimination on the basis of race, sex, sexual preference, national origin, ethnicity, nationality, disability, religious preference, or if the Affiliate’s site contains any material that appears to Owner to violate any patent, trademark, copyright, trade secret, confidential information, or other property rights of any other party.
Even after the Owner has accepted the Affiliate as an Affiliate Program member, the Owner reserves the absolute right to rescind or terminate the Affiliate status for any reason in its sole and absolute discretion, including but not limited to the reasons set forth above.
The Affiliate will be fully responsible for all costs and expenses of maintaining and marketing the Affiliate Program, including but not limited to all costs associated with the creations, hosting, modification, and improvements to the Affiliate’s website, costs of search engine placement and other Internet marketing, costs of inserting the Owner’s links into its website, offline marketing costs, postage costs, and all other costs and expenses, and the Affiliate hereby holds the Owner harmless from or against the same.
The Owner makes no representations and warranties regarding potential income that may result from participation in this Affiliate Program and specifically disclaims any and all warranties relative to earning potential from the Affiliate status.
The Owner strictly forbid the use of unsolicited commercial email (UCE) or SPAM campaigns. The Owner maintain a Zero-Tolerance policy against SPAM, be it direct, third party or any affiliate (Affiliate) or similar agent acting on the Affiliate's behalf. As such, the Owner reserves the right to terminate any violating Affiliate’s account or any part thereof, without notice or compensation.
Any Affiliate’s found to be involved in a SPAM/UCE campaign, including flooding newsgroups, distributing messages to Affiliates that do not want the information or any other abuse contravening UCE legislation will be met as follows:
All parties who make purchases through the Owner’s website, regardless of whether they may have reached its website through the link from the Affiliate’s website, are deemed to be the Owner’s customers and not the Affiliate’s customers relative to the Owner’s products and services. The Owner will have the right to contact these customers and send future marketing offers to them. The Affiliate will have no right to commissions on subsequent purchases that may be made by these customers, except for subsequent purchases that may be traced at the time of purchase through a link from the Affiliate’s website. Additionally, all such customers and purchases will be subject to the Owner policies, procedures, rules and regulations and the Affiliate has no right or authority to amend or offer any different offers relative to the purchase of products from the Owner’s website. The Owner however, reserves the right to amend any of its terms, conditions, policies, procedures, pricing, payment policies, collection policies, and all other items relative to the Owner’s business and sale of products at any time in its sole discretion.
The Owner cannot guarantee product availability or the term of any price or special promotion or offer.
The Affiliate is responsible for all matters pertaining to the Affiliate own website including its development, maintenance, operation and placing links on the Affiliate’s site in compliance with the terms of the Affiliate Program. The Affiliate is completely responsible for all items that appear on its site and for assuring that such items do not infringe upon or violate the rights of any other party. The Owner is not responsible for any matter pertaining to the Affiliate’s site or the content thereof and the Affiliate holds the Owner harmless and indemnifies the Owner from any and all claims, suits, threats, demands, liabilities, actions, causes of action related in any way to the Affiliate’s website and business. Such indemnity includes the Owner costs and attorney fees in defending any such matter. The Affiliate represents and warrants to the Owner that its site does not and will not contain any materials that are illegal, and that the Affiliate’s site is not operated for an illegal purpose or in an illegal manner.
The Affiliate hereby represents and warrants to the Owner to have the complete power and authority to enter into this Agreement and that this Agreement constitutes a valid and legally enforceable agreement. The entry of this Agreement has been duly and validly authorized by all necessary corporate or other organizational actions and approvals. The Affiliate’s entry of this Agreement is not prohibited by the terms of any document, is not contrary to any law, rule or regulations, and is not in violation of any court or administrative order.
The effectiveness of this Agreement shall not commence until the Affiliate Program Application is accepted by the Owner. The effectiveness hereof and binding effect shall occur upon the Owner acceptance of the Affiliate Program Application. This Agreement shall remain in full force and effect until terminated by the Affiliate or by the Owner. Either the Owner or the Affiliate may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination in compliance with this Agreement. Notices sent hereunder shall be via Email to the Affiliate at the Email address indicated in the Affiliate Program Application. Any and all notices to the Affiliate via Email at such address shall be deemed to be effective notice to the Affiliate for all purposes.
The Affiliate will forfeit all right to receive past commissions that may have accrued to the Affiliate if this Agreement is terminated as a result of the Affiliate failure to comply with the terms of this Agreement or any policies and procedures of Affiliate Program that may be established and amended by the Owner in its discretion from time to time. If this Agreement is terminated for any other reason, the Affiliate will have a right to receive its accrued commissions through the effective date of termination; provided, that if the Affiliate total commissions due hereunder do not exceed [AMOUNT], such accrued commission shall be forfeited. The Owner has the right to withhold final commission payments for sufficient time in order to assure that the amount paid to the Affiliate is accurate and not subject to later adjustment for returns or any other reason. If following final payment the Owner determines that the amount of commissions that the Affiliate were paid was too high, as a result of subsequent returns or any other adjustment or reason, the differential shall be a debt from the Affiliate to the Owner and the Owner shall have all legal right to receive a refund of such overpaid commission from the Affiliate.
The Owner reserves the right in its sole and absolute discretion, to modify any terms and conditions of the Affiliate Program and the terms and conditions of this Agreement upon notice to the Affiliate. Notice of any changes may be given via Email to the Affiliate or by posting such changes in the Affiliate Program sections of the Owner’s website. Such changes and modifications will take effect upon transmission of Email or posting on the Owner’s website. The Affiliate may terminate participation in the Affiliate Program in the event that any of these modifications are unacceptable to the Affiliate and such termination shall be the Affiliate sole and exclusive remedy. In the event that the Affiliate continues to participate in the Affiliate Program following such modifications, the Affiliate will be deemed by the Affiliate continued participation to accept any and all such changes.
In the event that any information is disclosed to the Affiliate through the Affiliate participation in the Affiliate Program related in any way to the Owner company and business which the Owner deem to be confidential and proprietary, the Affiliate agrees to hold such information in the strictest of confidence and not to disclose such information to any other party or to use any such information for the Affiliate own purposes. Confidential information will include any information regarding the Owner changes or modifications to this Agreement or this Affiliate Program (which the Owner shall have no obligation to make) or any special treatment that the Affiliate may receive (which the Owner reserves the right to provide in its sole discretion to any affiliate). Confidential information shall also include any and all information related to the Owner’s business, business plans, marketing plans, user statistics, financial information, pricing, profits, membership information, affiliations, sales information, and all other information which the Owner considers to be confidential and proprietary.
The Affiliate hereby indemnifies and holds the Owner, and all of the Owner stockholders, officers, directors, employees, contractors, affiliates, agents, successors and assigns harmless from and against any and all claims, liabilities, damages, actions, causes of action, suits, threats, demands, settlements, including all costs and attorney fees related thereto, that the Owner may incur and which are based in whole or in part upon the Affiliate participation in the Affiliate Program, any claims that any of the Affiliate trademarks and other proprietary material infringe upon the rights of any other party, the Affiliate breach of any term, covenants, condition, representation or warranty contained in this Agreement or any policies of participation in the Affiliate Program, or any claim related directly or indirectly to the Affiliate use, operation or the content of the Affiliate’s website.
This Agreement shall be interpreted under the laws of the Wyoming. Any and all legal actions relative hereto shall be in the courts of Wyoming County of Laramie.
The parties hereto are independent contractors, and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The parties shall not be construed as being partners, joint ventures, shareholders, employer/employee, agent/servant. The Affiliate has no power or authority to bind the Owner to any obligation, agreement, debt or liability. The Affiliate shall not hold itself out as an agent or representative of the Owner.
Notices to the Owner shall be by certified mail, return receipt requested addressed to the address contained in this Agreement, or such other address that the Owner provide notice of to the Affiliate via Email or by posting the same on the Affiliates section of the Owner website. Notices to the Affiliate shall be by Email addressed to the Email address that the Affiliate provided to the Owner in the Affiliate Affiliate Program Application or by posting such notices on the Affiliate section of the Owner’s website. It shall be the Affiliate responsibility to check the Affiliate section of the Owner website periodically to monitor all notices set forth thereon.
This Agreement is only for the benefit of the party that the Affiliate list in the Affiliate Program Application. The Affiliate shall have not right to assign this Agreement or any benefits or obligation hereunder to any other party or legal entity. Any attempted assignment shall be void.
This Agreement sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes any and all prior discussions, understandings, agreements, representations, warranties or covenants between the parties related to the subject matter hereof. This Agreement may only be amended by a writing signed by the authorized representative of each of the parties, except as otherwise set forth herein. Any waiver of a breach or default under this Agreement shall not constitute a waiver of any subsequent or other breach or default and shall not serve to modify the agreements set forth herein.