Affiliate Responsibilities
It is understood that the Affiliate will introduce Company products and services to their current and prospective customers and will comply with all laws, including those that govern email marketing and anti-spam laws.
The Affiliate will be fully responsible for any costs related to maintaining or marketing the Affiliate program, including but not limited to costs associated with creation, hosting, modification, cost of internet marketing, offline marketing costs, postage, and all other costs and expense.
The Company reserves the right to accept or reject any prospective customers. It will pay the Affiliate a commission per customer referred using the affiliate link or code, and according to a designated payment schedule.
Nature of Partnership
Any Affiliate Program may be amended or terminated at any time. Accordingly, the Affiliate must keep themselves informed of any amendments of Affiliate Programs, particularly if a registered website has terminated its Affiliate Program or changed the conditions for remuneration to Affiliates.
Any Affiliate who violates either this Agreement or the Company's Terms and Conditions will immediately forfeit their right to all accrued commission fees and be removed from the Company Affiliate Program.
Without limitation, the Affiliate's participation in the program and this agreement shall be deemed automatically terminated immediately and all commissions forfeited upon the Affiliate's violation of any of the terms of this Agreement or any applicable law or regulation having the force of law.
Indemnification
The Affiliate hereby agrees to indemnify and hold harmless the Company, its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any 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:
Any claim that our use of the Affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary rights of any third party.
Any claim related to the Affiliate's site, including, without limitation, its development, operation, maintenance, and content therein not attributable to the Company.
Any misrepresentation of a representation or warranty or breach of a covenant and agreement made by the Affiliate herein.
Confidentiality
The Affiliate promises and agrees to hold any confidential information in strict confidence and trust for the sole benefit of the Company, both during the term of this Agreement and at all times thereafter, and shall not use such confidential information for any purpose, whether or not for consideration, business or personal, other than as may be reasonably necessary for the performance of its duties according to this Agreement, without the Company's prior written consent.
The Affiliate shall not disclose any confidential information to any person or entity, other than to such of its employees or consultants as may be reasonably necessary for purposes of performing its duties hereunder and have executed agreements of confidentiality no less protective than this Agreement without the Company's prior written consent.
The Affiliate's obligations include taking all actions necessary to ensure that any affiliates, employees, contractors, or agents abide by the terms of this section in their entirety.
Confidential information does not include information that is or becomes publicly known through lawful means; was rightfully in provider's possession or part of the Affiliate's general knowledge before the effective date of this Agreement; or is disclosed to the Affiliate without confidential restriction by a third party who rightfully possesses the information (without confidential restriction) and did not learn of it, directly or indirectly, from the Company.
Affiliate payment
The Company makes no representations or warranties regarding potential income that may result from the Affiliate Program. Commissions will be paid to the Affiliate based on customers who access the Company website through the Affiliate's site.
Commissions will be based on gross sales price, not including any sales tax, shipping, special service fees (such as gift wrapping), late charges, collection costs, and any other payment made to the Company that is not the purchase price of the product.
The Affiliate understands that the Company may change the payout amount at any time.
The Affiliate is responsible for determining if the payout for a link they placed on their site has changed or been discontinued. The Company reserves the right to deduct the costs for any products that are returned or refunded in the subsequent months, attributable to credit card fraud or bad debt write-off, or for any other reason if the previous commission was overpaid.
Severability
If any provision of this Agreement or part thereof should to any extent be or become invalid or unenforceable, the parties shall agree upon any necessary amendment of the Agreement to achieve the interests and objectives of the parties prevailing at the time of execution of the Agreement.
Applicable law
Termination of agreement
The laws of the States and Country will govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in San Mateo, California and the Affiliate irrevocably consents to the jurisdiction of such courts.
The Affiliate may not assign this Agreement, by operation of law or otherwise, without our prior written consent. The Company's failure to enforce the Affiliate's strict performance of any provision of this Agreement will not constitute a waiver of the Company's right to subsequently enforce such a provision or any other provision of this Agreement.
Either the Affiliate or the Company may terminate the Affiliate relationship at any time. The Affiliate is only eligible to earn Affiliate payments during their time as an approved Affiliate. The Company may change the program or service policies and operating procedures at any time.
Entire agreement
This Agreement sets forth the entire agreement and understanding between the Affiliate and the Company relating to the subject matter hereof and thereof and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between the Affiliate and the Company, written or oral, to the extent they relate in any way to the subject matter hereof.
