AFFILIATE AGREEMENT
PLEASE READ THE ENTIRE AGREEMENT.
YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND Coversandall. (DBA COVERSANDALL.CA)
BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
1. Overview
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in COVERSANDALL.CA's Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and the COVERSANDALL.CA web site. Please note that throughout this Agreement, "we," "us," and "our" will mean COVERSANDALL.CA, and "you," "your," and "yours" will mean the affiliate.
2. Affiliate Obligations
2.1.The fact that we auto-approve applications does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including if it:
2.1.1. Promotes sexually explicit materials
2.1.2. Promotes violence
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
2.1.4. Promotes illegal activities
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
2.1.6. Includes "COVERSANDALL.CA.CA" or variations or misspellings thereof in its domain name
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
2.1.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are COVERSANDALL.CA or any other affiliated business.
2.2. As a member of COVERSANDALL.CA's Affiliate Program, you will have access to our creatives. Here you will be able to review our Program’s details and previously-published affiliate newsletters, download HTML code (that provides for links to web pages within the COVERSANDALL.CA web site) and banner creative, browse and get tracking code for our coupons and deals. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link or other affiliate link we provide you with.
2.3. COVERSANDALL.CA reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.
2.4. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that your site is up-to-date and to notify you of any changes to your site that we feel should enhance your performance.
2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it is writing, an image, or any other copyright-able work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.
3. COVERSANDALL.CA Rights and Obligations
3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement and to notify you of any changes to your site that we feel should be made or to make sure that your links to our web site are appropriate and to notify you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the COVERSANDALL.CA Affiliate Program.
3.2. COVERSANDALL.CA reserves the right to terminate this Agreement and your participation in the COVERSANDALL.CA Affiliate Program immediately and without notice to you should you commit fraud in your use of the COVERSANDALL.CA Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, COVERSANDALL.CA shall not be liable to you for any Commissions for such fraudulent sales.
3.3. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated here-under.
4. Termination
Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
5. Modification
We may modify any of the terms and conditions in this Agreement, at any time in our sole discretion. In such event you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures, and COVERSANDALL.CA's Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in COVERSANDALL.CA's Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
6. Payment
COVERSANDALL.CA uses a third party to handle all of the tracking and payment. The third party is the ShareASale.com affiliate network. Kindly review the network’s payment terms and conditions.
7. Promotion Restrictions
7.1. You are free to promote your own web sites, but naturally any promotion that mentions COVERSANDALL.CA could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by COVERSANDALL.CA. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name or your return email address. You may use mailings to customers to promote COVERSANDALL.CA so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote COVERSANDALL.CA so long as the news group specifically welcomes commercial messages. No matter what, you must always clearly represent yourself and your web sites as independent from COVERSANDALL.CA. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the COVERSANDALL.CA Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
7.2. COVERSANDALL.CA Affiliates bidding on our company name, domain name or any variations including misspellings on any search engines, for example, "Design Print Banner LLC", "COVERSANDALL.CA", "www.COVERSANDALL.CA" etc. Any Violations will result in immediate commission reversal. Bidding on "CoversAndAll" or ANY variation is strictly prohibited.
7.3. COVERSANDALL.CA will not allow affiliates bidding for the coupon terms combined with our company name for example "Coversandall Coupons", "Coversandall Coupon", "COVERSANDALL.CA coupons", "Coversandall coupon codes" etc. Any Violations will result in immediate commission reversal.
7.4. Coversandall does not allow affiliates to place products, links, banners, or stores on eBay or Amazon. This type of behavior will lead to immediate dismissal from the affiliate program.
7.5. Affiliate shall not transmit any so-called “interstitials,” “ParasiteWare™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Coversandall’s site (i.e., no page from our site or any COVERSANDALL.CA’s content or branding is visible on the end-user’s screen). As used herein a. “ParasiteWare™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of Merchant site in IFrames, hidden links and automatic pop ups that open COVERSANDALL.CA’s site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.
8. Grant of Licenses
8.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of COVERSANDALL.CA's Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of COVERSANDALL.CA and the good will associated therewith will inure to the sole benefit of COVERSANDALL.CA.
8.2. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
9. Disclaimer
COVERSANDALL.CA MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING COVERSANDALL.CA SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF COVERSANDALL.CA ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
10. Representations and Warranties
You represent and warrant that:
10.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
10.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
10.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
11. Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL COVERSANDALL.CA'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
12. Indemnification
You hereby agree to indemnify and hold harmless COVERSANDALL.CA, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.
13. Confidentiality
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
14. Miscellaneous
14.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and COVERSANDALL.CA. 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 any other of Your Site or otherwise, that reasonably would contradict anything in this Section.
14.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
14.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to the conflicts of laws and principles thereof.
14.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
14.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
14.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
14.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.
14.8. By apply and accessing to Coversandall Affiliate Program, you agree to be bound by the affiliate agreement and Terms of Use of this Site. Coversandall reserves the right to make changes to this Site and to this agreement at any time without prior notice. And by continuing to use the Site after we post a change, you will be deemed to have accepted the new agreement.
14.9. Acceptance of Affiliate Application We will evaluate your application and will notify you of your acceptance or rejection. If you are accepted as an Affiliate, you agree to notify us of any significant changes to the content or structure of your site within ten (10) days of such change(s). We may reject your application if we determine at our sole discretion that your site or activities are unsuitable for the Program. Unsuitable sites include, but are not limited to, those that contain illegal, offensive, infringing, or objectionable content or generate a low volume of traffic by way of sales volume, clicks, and page views to the Site.
15. Commission Fees we will pay you 1-6% commission on the “Transaction total” on all Eligible Transactions. “Transaction total” is the sale or service price charged by COVERSANDALL.CA less the cost of adjustments; including discounts, shipping, rush charges, returns, refunds and charge backs. An Eligible Transaction is the first and reoccurring order(s) completed and shipped by a customer on Coversandall’s website from your site who placed the order(s) within sixty (60) days of the referee’s first clicking through from your site to our Site on a designated link and receiving a cookie of our designation.
(g) Publishers must not bid on COVERSANDALL.CA's brand/trademarks within Google, Yahoo, MSN or other search engines. Trademarked terms including, but not limited, to the following: COVERSANDALL.CA, Coversandall. Publisher must not use redundant URLs with trademarked terms.
(H) Coupons website Affiliate Publishers can't use any Single Coupon from our official Coupon Page (http://www.COVERSANDALL.CA/coupons) & We’re Able to Provide them Separated Coupons Specially Created for Them, Please Contact us at affiliate@COVERSANDALL.CA for more info.
For example: www.COVERSANDALL.CA the use COVERSANDALL.CA's brand/trademarks or proprietary brand names within ad text are acceptable. Publishers can link directly to COVERSANDALL.CA from paid search.
17. Confidentiality Policy 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, (including blogging, forum posting etc.) 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.
18. 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. Either you or we may terminate this Agreement at any time by giving the other party 24 hours written notice of termination. We may terminate this Agreement, for cause, with no notice. 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 COVERSANDALL.CA 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. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
