FOREWORD
Our
affiliates are very important to us. We do our best to treat you with the
fairness and respect you deserve. We simply ask the same consideration of you.
We have written the following affiliate agreement with you in mind, as well as
to protect our company's good name. So please bear with us as we take you
through this legal formality.
If
you have any questions, please don't hesitate to let us know. We are strong
believers in straight-forward and honest
communication. For quickest results please email us at service@runhoodpower.com. You
can also reach us via phone, toll-free: +1 (866) 685-9868
Best
regards,
Jeremy
Yao
Runhood Power Inc., CEO
AFFILIATE AGREEMENT
PLEASE
READ THE ENTIRE AGREEMENT.
YOU
MAY PRINT THIS PAGE FOR YOUR RECORDS.
THIS
IS A LEGAL AGREEMENT BETWEEN YOU AND RUNHOOD POWER, INC. (DBA RUNHOODPOWER.COM)
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 Runhoodpower.com's Affiliate Program. The
purpose of this Agreement is to allow HTML linking between your web site and
the Runhoodpower.com web site. Please note that throughout this Agreement,
"we," "us," and "our" refer to Runhoodpower.com, and
"you," "your," and "yours" refer to the
affiliate.
2. Affiliate Obligations
2.1.
To begin the enrollment process, you will complete and
submit the online application at the ShareASale.com server. 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 "Runhood Power" 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 Runhoodpower.com or any other affiliated business.
2.2.
As a member of Runhoodpower.com's
Affiliate Program, you will have access to Affiliate Account Manager. 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 Runhoodpower.com web site) and banner creatives,
browse and get tracking codes 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.
Runhoodpower.com 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 it is up-to-date and to notify you of any
changes 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 be a writing, an image, or any other copyrightable
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. Runhoodpower.com 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. We
may 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 further
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 Runhoodpower.com Affiliate Program.
3.2.
Runhoodpower.com reserves the right to terminate this Agreement and your
participation in the Runhoodpower.com Affiliate Program immediately and without
notice to you should you commit fraud in your use of the Runhoodpower.com Affiliate
Program or should you abuse this program in any way. If such fraud or abuse is
detected, Runhoodpower.com 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 hereunder.
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 at 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 Runhoodpower.com's Affiliate Program rules. If any modification
is unacceptable to you, your only option is to end this Agreement. Your
continued participation in Runhoodpower.com'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
Runhoodpower.com
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. Access to Affiliate Account
Interface
You
will create a password so that you may enter ShareASale's
secure affiliate account interface. From their site you will be able to receive
your reports that will describe our calculation of the commissions due to you.
8. Promotion Restrictions
8.1.
You are free to promote your own web sites, but
naturally any promotion that mentions Runhoodpower.com 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 Runhoodpower.com. 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 Runhoodpower.com 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 Runhoodpower.com so long as the news group specifically
welcomes commercial messages. At all times, you must clearly represent yourself
and your web sites as independent from Runhoodpower.com. 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 Runhoodpower.com
Affiliate Program. Any pending balances owed to you will not be paid if your
account is terminated due to such unacceptable advertising or solicitation.
8.2.
Affiliates that among other keywords or exclusively bid in their Pay-Per-Click
campaigns on keywords such as runhoodpower.com, runhoodpower, www.runhoodpower,
www.runhoodpower.com, and/or any misspellings or similar alterations of these
– be it separately or in combination with other keywords – and do
not direct the traffic from such campaigns to their own website prior to
re-directing it to ours, will be considered trademark violators, and will be
banned from Runhood Power's Affiliate Program. We will do everything possible to
contact the affiliate prior to the ban. However, we reserve the right to expel
any trademark violator from our affiliate program without prior notice, and on
the first occurrence of such PPC bidding behavior.
8.3.
Affiliates are not prohibited from keying in prospect's information into the
lead form as long as the prospects' information is real and true, and these are
valid leads (i.e. sincerely interested in Runhood Power's service).
8.4.
Affiliate shall not transmit any so-called "interstitials," "Parasiteware™," "Parasitic Marketing," "Shopping Assistance
Application," "Toolbar Installations and/or Add-ons," "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 Runhood Power's site (i.e., no page from our site or any Runhoodpower.com'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 Runhood Power Inc. site in IFrames, hidden links and automatic pop ups that open Runhoodpower.com'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.
9. Grant of Licenses
9.1.
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 Runhoodpower.com's
Affiliate Program. You agree that all uses of the Licensed Materials will be on
behalf of Runhoodpower.com and the good will associated therewith will inure to the
sole benefit of Runhoodpower.com.
9.2.
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.
10. Disclaimer
RUNHOODPOWER.COM
MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING
RUNHOODPOWER.COM SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN,
ANY IMPLIED WARRANTIES OF RUNHOODPOWER.COM 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.
11. Representations and Warranties
You
represent and warrant that:
11.1.
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;
11.2.
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;
11.3.
You have sufficient right, title, and interest in and
to the rights granted to us in this Agreement.
12. 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 RUNHOODPOWER.COM'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.
13. Indemnification
You
hereby agree to indemnify and hold harmless Runhoodpower.com, 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.
14. 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.
15. Miscellaneous
15.1.
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 Runhoodpower.com. 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.
15.2.
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.
15.3.
This Agreement shall be governed by and interpreted in accordance with the laws
of the State of New York without regard to the conflicts of laws and principles
thereof.
15.4.
You may not amend or waive any provision of this
Agreement unless in writing and signed by both parties.
15.5.
This Agreement represents the entire agreement between us and
you, and shall supersede all prior agreements and communications of the
parties, oral or written.
15.6.
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.
15.7.
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.
