This Agreement represents the terms and conditions which apply to your participation in Affiliate Program of Business Filings Incorporated ("BizFilings"). For purposes of this Agreement, "you" and "your" refer to the affiliate applicant and "we" and "our" refer to BizFilings.
Execution of the Agreement. By submitting the online application (“Application”), you acknowledge and agree that you have read and understand the terms and conditions of this Agreement and agree to be bound by all its terms and conditions.
Enrollment. To start the enrollment process, you must submit a completed Application at the Awin.com server. We then review the application and determine, in our sole discretion, whether to accept or reject you as an affiliate. Websites may be rejected because they contain obscene, inappropriate or otherwise objectionable material. For avoidance of doubt, no employees of BizFilings, or employees of an entity controlled by, controlling or under common control with BizFilings, are eligible to participate in this Affiliate Program.
Independent Business. Nothing in this Agreement will create any employment relationship between you and BizFilings. Neither party will have the authority to enter into contracts, assume or create any liability or make agreements of any nature whatsoever for, in the name of, or on behalf of, the other party. Any person that follows the special link from your website to our website will be deemed to be a customer of BizFilings. Accordingly, we will be responsible for all aspects of order processing and fulfillment of our services. All our rules, prices, policies and operating procedures will apply to sales made under this Agreement. We expressly reserve the right to add, delete or modify our services and prices at any time. We also expressly reserve the right to reject any order, in our sole discretion.
Commission. As a participant in BizFilings' Affiliate Program, you will be entitled to receive a commission on the Net Revenue (as defined below) on the Paid Orders (as defined below) you refer to BizFilings. For purposes of this Agreement, "Net Revenue" means the total revenue received on an order less state and/or county filing fees and discounts, less the cost of returns and chargebacks BizFilings incurs on any of your referred Paid Orders. Third party costs, mail forwarding, and banking services are excluded from receiving commissions. For purposes of this Agreement, "Paid Orders" means any order on which payment has been received by BizFilings and processed. BizFilings pays commissions on incorporations and related services. BizFilings does not pay commission on third party services, or any service, which a strategic partner provides.
Term. The term of this Agreement shall commence on the date we accept your application into the Affiliate Program and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You will only earn commission fees on sales occurring during the term of this Agreement. Additionally, we may terminate this Agreement effective immediately if you use BizFilings' name, logo, or graphics or include a link to the BizFilings' website (or those of BizFilings’ affiliates) in any form of unsolicited communication such as spam.
Your Rights as an Affiliate. We grant you the non-exclusive, non-transferable right to maintain a link to the BizFilings' website, solely in accordance with the terms of this Agreement, from which your website visitors can order online incorporation and related services. Additionally, we grant you a non-exclusive, non-transferable license to use our logos, trade names, trademarks and/or other identifying materials for the sole purpose of promoting our services on your website. We reserve all our proprietary rights to these materials and may revoke your license at any time upon written notice.
Your Obligations as an Affiliate. In performing under this Agreement, you shall:
comply with all applicable laws and regulations;
not use the trademarks, trade names, service marks, or logos of BizFilings (or those of BizFilings’ affiliates) except as expressly authorized by BizFilings;
not create, publish, distribute, or permit any written material that makes reference to BizFilings without first obtaining our written consent. If you want to place links on your site, other than your affiliate link, to BizFilings' information, please see our copyright policy;
not create, publish, distribute or permit any advertising in reference to BizFilings; and
not use BizFilings' name, the BizFilings' logo, any BizFilings' graphics or include a link to the BizFilings' website (or those of BizFilings’ affiliates) in any form of unsolicited communication, such as but not limited to, unsolicited email (spam). If you use any BizFilings' content without permission, we will terminate your Affiliate status.
You are prohibited from bidding on BizFilings trademarks or domain names in any pay-per-click search engines. This includes variations, combinations and/or lower case variants of any of these terms with or without the “www” prefix or “.com” suffix. This list includes but is not limited to: BizFilings, Business Filings, Business Filings International, Business Filings Incorporated, BizComply, BizNet, Time to Start Up, Ultimate Business Planner, Incorporation Specialist, Basic Package, Standard Package and Complete Package.
You may not use links, which automatically redirect the user to the BizFilings website in your search ads. You may not use any upper or lower case variations of BizFilings.com for any Display or Destination URL listing in paid search campaigns or Cloak or Mask the BizFilings URL in Search Engines.
Our Obligations. In providing incorporation, formation and related services to customers referred to us by you through our Affiliate Program, we shall comply with reasonable industry standards. We will NOT be responsible for the operation or contents of your website.
Confidentiality. 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, shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by the other 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.
Disclaimer of Warranties and Limitation of Damages and Liability. WE MAKE NO AND EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OR REPRESENTATIONS WITH RESPECT TO INCORPORATION, FORMATION AND RELATED SERVICES TO CUSTOMERS REFERRED TO US BY YOU THROUGH OUR AFFILIATE PROGRAM AND/OR ANY SERVICES PROVIDED BY US UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Additionally, we make no representations that the operation of our website or services will be uninterrupted or error free and we will not be liable for the consequences of any interruptions or errors. In no event shall BizFilings or any of our agents, employees, officers or directors be liable for consequential, incidental or special damages, including lost profits, even if we have knowledge of the potential loss or damage, and BizFilings’ aggregate liability to you and/or any entity formed by or on behalf of your customers shall be limited only to amounts paid with respect to the incorporation/formation of such entity or related services provided by BizFilings.
Acknowledgment of No Legal Services. You hereby acknowledge that BizFilings is an incorporation and formation service company and is not a law firm, and that neither BizFilings nor any of its employees provide legal services or legal advice. Further, no representations or warranties, express or implied, are given regarding the legal or other consequences resulting from the use of BizFilings' incorporation or formation services. Any information provided by BizFilings is for general information and educational purposes only and should not serve as a substitute for legal advice from an attorney familiar with the facts and circumstances of your specific situation or that of any of your customers.
Indemnification. You agree to indemnify and hold harmless BizFilings and its directors, officers, employees, agents and shareholders against any loss, liability, damage or expense that we may sustain by reason of any action or inaction by you in connection with your solicitation of orders for our services under this Agreement or the operation or contents of your website.
Modification. We reserve the right to modify the terms of this Agreement, in our sole discretion. At a minimum, we will communicate any modification to you by posting updates to the Affiliate Terms and Conditions document maintained on our website. Your continued participation as an Affiliate after such modification will constitute your acceptance to the modified terms and conditions.
Miscellaneous.
Affiliate will comply with all applicable laws and regulations relating to export controls, economic sanctions and anti-bribery and anti-corruption.
Survival of Obligations. The provisions of this Agreement that are intended to survive termination shall so survive, including provisions related to confidentiality, non-solicitation, indemnification, and dispute resolution.
Election of Remedy and Waiver. The exercise of one right or remedy hereunder will not constitute an election or preclude either party from exercising or pursuing all other rights or remedies available to them under the law or as provided herein. The failure of either party at any time to require performance by the other party of any provision hereof will in no way affect the right to require such performance at any time thereafter, nor will the waiver by either party of a breach of any provision hereof constitute a waiver of any succeeding breach of the same or any other provision, or constitute a waiver of the provision itself.
Assignment, Amendment and Severability. Neither this Agreement nor any rights hereunder or interest herein may be assigned by Affiliate without our written consent. This Agreement constitutes the entire agreement between the parties and may not be substituted, varied or abridged in any manner, except as provided herein, unless by written amendment executed by an authorized agent or officer of either party. In the event any provision of this Agreement is found to be void or unenforceable, all remaining provisions of this Agreement will remain in full force and effect.
Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, United States of America. The parties hereby submit to the jurisdiction of any state or federal court located in New York. The parties agree that jurisdiction and venue for any matter arising out of or pertaining to this Agreement shall be proper only in the state and federal courts located in New York County and the Southern District of the State of New York, United States of America.
