This Agreement contains the complete terms and conditions that apply to an individual or entity’s participation in the Service Affiliate Program (the “Program”). As used in this Agreement, “we” means the Company, and “you” means the applicant. “Site” means a World Wide Web site and, depending on the context, refers either to the Company’s site located at the Service URL, or to the site that you will link to our site (as identified in your application).
1. Enrollment in the Program. To begin the enrollment process and become eligible to earn commissions, you must have an active Affiliate account. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (at our sole discretion) that your content or Web site is unsuitable for the Program. Unsuitable content or Web sites include those that:
* Promote sexually explicit materials
* Promote violence
* Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age
* Promote illegal activities
* Include the Service name or variations or misspellings thereof in their domain names
* Otherwise violate intellectual property rights
If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (at our sole discretion) to be unsuitable for the Program, we may terminate this Agreement.
Your affiliate enrollment ends when your Service Client account is closed or when you cancel your Service account. Unpaid commissions are forfeited when a Service account is closed.
2. Links on Your Site. Once you have been notified that your site has been accepted into the Program, you may provide a general link on your site to our Service home page. We will provide you with guidelines and graphical artwork to use in linking to our home page. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with special “tagged” link formats to be used in all links between your site and our site. You must ensure that each of the links between your site and our site properly utilizes such special link formats. Links to our site placed on your site pursuant to this Agreement and which properly utilize such special link formats are referred to as “Special Links.” You will only earn referral fees with respect to activity on our site occurring directly through Special Links: we will not be liable to you with respect to any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts which would otherwise be paid to you pursuant to this Agreement.
3. Order Processing. We will process Service orders placed by customers who follow special links from your website to our website. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms; process payments, cancellations, and returns; and handle customer service. We will track sales made to customers who purchase products using special links from your site to our site and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time at our discretion.
4. Referral Fees. We will pay you (in accordance with Sections 5 and 6 below) referral fees on certain Product sales to third parties. For a Product sale to be eligible to earn a referral fee, the customer must follow a Special Link from your site to our site, select and purchase the Product using our automated ordering system, accept delivery of the Product, and remit full payment to us. You may not: (a) directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using Special Links on your site to access our site (e.g., by implementing any “rewards” program for persons or entities who use Special Links on your site to access our site); or (b) post any Special Links on any Web site or other platform that is accessible through any Internet Access Appliance.; or (c) create secondary customer accounts so as to refer that secondary account as a referred account to earn commission on your own purchases. If we determine, in our sole discretion, that you have offered any person or entity any such consideration or incentive, or posted Special Links on any such Web site or platform, or created secondary accounts for the purposes of earning commissions on your own purchases, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement and/or terminate this Agreement.
5. Referral Fee Schedule. You will earn referral fees based solely on the sale of Service accounts. The current referral fee schedule is 10% commission on each Service account sale originated by you from your affiliate Website. Commissions are paid on a recurring basis for as long as the Service bills the referred members.
6. Referral Fee. Payment Affiliate commission payments are made available every 30 days and are typically paid out within 15 days of your commission payment request. All payments shall be made in U.S. Dollars via PayPal. The Company reserves the right to hold commission payments until commission payout is $20 or more. In the event that the commission payment is less than $20, that commission amount will be added to the next month’s commission total. A $5.00 check-processing fee shall be deducted from the check amount in the event that a check payment is issued instead of a PayPal payment.
To request a commission payment, Service Affiliates must request a payment using the “Request Payment” button or link viewable on the Affiliate Summary page.
7. Policies and Pricing. Customers who buy services through this Program will be deemed to be customers or Clients of the Company and the Service. Accordingly, all the Company and Service rules, policies, and operating procedures will apply to those customers. We may change our policies, operating procedures and prices at any time.
8. Identifying Yourself as an Affiliate. We will make available to you an affiliate web site with a unique URL that identifies you as a Program participant. In order to be credited for a Service account sale, your visitors must enter the Service website via your Affiliate URL. These visitors will be tracked with your id and you will be credited for any sale associated with those visitors. You may not make any press release with respect to this Agreement or your participation in the Program without our prior written consent, which may be given or withheld in our sole discretion. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that the Company or Service supports, sponsors, endorses or contributes money to any charity or other cause). As an affiliate, you agree not to send any spam Email to announce your Company or Service affiliation. This action will result in your immediate termination and will cancel any pending commissions that may be pending.
9. Limited License. We grant you a nonexclusive, revocable right to use the graphic image and text described in Section 8 and such other images for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist in generating product sales. You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. We may revoke your license at any time by giving you written notice.
10. 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 or when the Client closes their Service Client account. Either you or we may terminate this Agreement at any time, with or without cause. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all Company or Service 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 only eligible to earn referral commissions on the Service sales during the term, and referral fees earned through the date of termination will remain payable only if the related sales are not canceled or returned or rules of this agreement were not violated by you. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
11. Modification. We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, 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 OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
12. Relationship of Parties. You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section. As an independent contractor, you are responsible for your own local, state, or federal taxes.
13. 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.
14. Disclaimers. We make no express or implied warranties or representations with respect to the Service or any products sold through the Service (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our Service website will be uninterrupted or error-free, that defects will be corrected, or that any other website or the server that makes it available is free of viruses or other harmful components; nor do they make any warranty or representation as to the accuracy or reliability of the website, the content thereof, the materials, information and functions made accessible by the Service software used on or accessed through the Service website, any products or services or hypertext links to third parties or for any breach of security associated with the transmission of sensitive information through the website or any linked site. The Company will not be liable for the consequences of any interruptions or errors. The Company and the Service make no warranties and shall not be liable for the use of the Service website, including without limitation, the content and any errors contained therein under any direct or indirect circumstances, including but not limited to the Company’s or Service’s negligence. If you are dissatisfied with the Service or any materials on the Service website, your sole remedy is to discontinue using the Service and the Service website.
The Company’s partners, affiliates and any other entities represented on the Service website may be removed at any time and for any reason, with or without notice. The company cannot be held liable for any damage related from removal from the Service website. Under no circumstances shall the Company be liable for any special, incidental or consequential damages that are directly or indirectly related to the use of, or the inability to use, the content, materials and functions in the site including without limitation loss of revenue or anticipated profits or lost business, even if such entities or any authorized representative thereof have been advised of the possibility of such damages, some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. In no event shall the total liability of the Company or the Service, its parent companies, subsidiaries exceed in aggregate, $100 USD.
15. Independent Investigation. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
Louisiana residents only: In the event of a dispute for jurisdictional purposes, a user shall be entitled to file an adjudicatory claim or lawsuit in the jurisdiction of Louisiana and the governing law shall be Louisiana law.