Scribendi Referral Agreement
This Referral Agreement (this "Agreement") contains the complete terms and conditions as agreed by and between Scribendi.com ("Scribendi") and the individual or entity applying to participate in the Scribendi Referral Program (the "Program"). In this Agreement, "You" or "Your" mean the applicant. Your application to participate in the Program and to become a party to this Agreement is subject to Scribendi acceptance (as detailed below). These terms were last revised on April 19, 2016.
1. Enrollment in the Program
To begin the enrollment process, You will submit a complete Program application via Scribendi's Site ("Site" means a World Wide Web site). You must accurately complete the application to become an affiliate (“Affiliate”) (and provide us with updated information) and not use any aliases or other means to mask your true identity or contact information. Scribendi will evaluate Your application in good faith and will notify You of Your acceptance or rejection. Scribendi may reject Your application if Scribendi determines, at its sole discretion, that Your site is unsuitable for the Program. You should also note that if Scribendi accepts Your application and Your Site is thereafter determined, at Scribendi's sole discretion, to be unsuitable for the Program, Scribendi may terminate this Agreement immediately.
2. Links to Scribendi's Site
Once You have been notified by Scribendi that Your Site has been accepted into the Program, You may provide on Your Site a link to Scribendi's Site. Upon acceptance into the Program and in order to permit accurate tracking, reporting, and referral fee accrual, Scribendi will provide You the right to use special link formats ("Special Link" as defined below). You must ensure that each of the links between Your Site and Scribendi's Site uses such Special Links in the form provided by Scribendi. You will earn referral fees only with respect to activity on Scribendi's Site occurring directly through these Special Links. Scribendi will not be liable to You with respect to any failure by You to use these Special Links, including the extent to which such failure may result in any reduction of amounts that would otherwise be paid to You pursuant to this Agreement.
3. Order Processing
Scribendi will process orders for services ("Services") placed by customers who follow Special Links from Your Site to Scribendi's Site, as detailed in Section 2 above. Scribendi reserves the right to reject orders that do not comply with any requirements that Scribendi may establish periodically. Scribendi will be responsible for all aspects of order processing and fulfillment. Scribendi will track sales made to customers who purchase Services by using Special Links from Your Site to Scribendi's Site and may make available to You, from time to time, reports summarizing the sales activity. Without limiting the above, Scribendi will not provide You identifying customers names and contact information.
4. Referral Fees
Scribendi will pay You (in accordance with Sections 5 and 6 below) referral fees on certain Services sales to third parties. For a Service sale to be eligible to earn a referral fee, a third party must click through a Special Link from Your Site to Scribendi's Site (as detailed in section 2 above) and purchase a Service. Scribendi will only pay referral fees on such Services after order and payment have occurred.
You may not purchase Services during sessions initiated through the links on Your site for Your own use, for resale or commercial use of any kind. Such prohibited purchases or activities may result (in Scribendi's sole discretion) in the withholding of referral fees and/or the immediate termination of this Agreement.
In addition, You may not:
(a) directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money, or granting of any discount or other benefit except those authorized by Scribendi) for using Special Links on Your Site to access Scribendi's Site; (b) in any way modify, redirect, frame, suppress, or substitute the operation of any button, link, or other interactive feature of Scribendi's Site; (c) make any orders or engage in other transactions of any kind on Scribendi's Site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so; or (d) solicit business via any form of “spam” including, but not limited to: mass/bulk email messages, fake social media accounts, forum or comment posts, etc.
(b) take any action that could reasonably cause any customer confusion as to Scribendi's relationship with You. If Scribendi determines, in its sole discretion, that You have engaged in any of the foregoing activities, Scribendi may (without limiting any other rights or remedies available to Scribendi) withhold any referral fees otherwise payable to You under this Agreement and/or terminate this Agreement.
For further clarification: The only referral fees that will be paid out are those that accrue from Special Links on Your approved sites. No other method of referral will be paid out or authorized.
You must:
(a) Have sole responsibility for the development, operation, and maintenance of, and all content on or linked to, your Site.
(b) Ensure that all materials posted on your Site or otherwise used in connection with the Affiliate Program (i) are not illegal, (ii) do not infringe upon the intellectual property or personal rights of any third party and (iii) do not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities (such as gambling), contains profanity or otherwise contains materials that Scribendi.com informs you that it considers objectionable (collectively, "Objectionable Content").
(c) Not make any representations, warranties or other statements concerning Scribendi.com or any of their respective products or services, except as expressly authorized herein.
(d) Make sure that your Site does not copy or resemble the look and feel of Scribendi.com or create the impression that your Site is endorsed by Scribendi.com or Clients or a part of Scribendi.com, without prior written permission from us.
(e) Comply with all (i) obligations, requirements and restrictions under this Agreement and (ii) laws, rules and regulations as they relate to your business, your Site or your use of the Links.
(f) Comply with the terms, conditions, guidelines and policies of any third party services used by the Affiliate in connection with the Affiliate Program, including but not limited to, email providers, social networking services and ad networks.
(g) Always prominently post and make available to end-users, including prior to the collection of any personally identifiable information, a privacy policy in compliance with all applicable laws that clearly and thoroughly discloses all information collection, use and sharing practices, including providing for the collection of such personally identifiable information in connection with the Affiliate Program and the provision of such personally identifiable information to Scribendi.com and Clients for use as intended by Scribendi.com and Clients.
(h) Always prominently post and make available to end-users any terms and conditions in connection with the Offer set forth by Scribendi.com or Client, or as required by applicable laws regarding such Offers.
(i) Comply with any and all anti-spam legislation in your jurisdiction.
5. Referral Fee Schedule
"Qualifying Revenues" shall mean revenues derived and received by Scribendi from Scribendi's sales of Qualifying Services, excluding costs for handling, taxes, service charges, credit card processing fees, returns and bad debt. You will earn referral fees based on Qualifying Revenues according to referral fee schedules to be established by Scribendi from time to time. The current referral fee schedule is 10% (ten percent) of Qualifying Revenues from the sale of each Qualifying Product.
6. Referral Fee Payment
Scribendi will send You payment through ShareASale for the referral fees for sales actually received by Scribendi during the sales period as set out by the ShareASale program agreement, incorporated by reference herein.
7. Policies and Pricing
Customers who buy Services through this Program will be deemed to be customers of Scribendi. Accordingly, all Scribendi rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. Scribendi may change its policies and operating procedures at any time. Service prices and availability may vary from time to time. Scribendi cannot guarantee the availability or the price of any particular service.
8. Identifying Yourself as an Referral
Scribendi will make available to You a small graphic image, banner, button, flyer, business card copy, email signature or logo (collectively, "Logo") that identifies Your site as a Program Referral and allows linking, using the Special Link, from Your Site to Scribendi's Site. You must display this Logo on Your Site in the exact form provided by Scribendi. Scribendi may modify the Logo from time to time. You may not in any manner misrepresent or embellish the relationship between Scribendi and You, or express or imply any relationship or affiliation between Scribendi and You or any other person or entity except as expressly permitted by this Agreement.
9. Limited License
Subject to the terms and conditions of this Agreement, Scribendi grants You a nonexclusive, revocable, right to use the Logo solely for the purposes of identifying Your site as a Program Referral and for linking from Your Site to Scribendi's Site. You may not modify the Logo in any way. Scribendi reserves all of its rights in the Logo, in Scribendi's trade names and trademarks, and all other intellectual property rights. Scribendi may revoke Your license at any time immediately by giving You written notice.
10. Responsibility for Your Site
You will be solely responsible for the development, operation, maintenance and contents of Your Site and for all materials that appear on Your Site. You will be solely responsible for the accuracy and appropriateness of materials posted on Your Site (including, among other things, all Service-related materials) and for ensuring that materials posted on Your site are not libelous or otherwise illegal and/or not violate or infringe upon the rights of any third party (including without limitation, copyrights, trademarks, privacy, or other personal or proprietary rights). Scribendi disclaims all liability for these matters. Further, You will indemnify and hold Scribendi harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of Your Site.
11. Term and Termination
The term of this Agreement will begin upon Scribendi's acceptance of Your Program application 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 7 (seven) days prior written notice of termination. Upon the termination of this Agreement for any reason, You will immediately cease use of, and remove from Your Site, all links to Scribendi's Site, and all Scribendi's trademarks, logos, and all other materials provided by or on behalf of Scribendi to You pursuant hereto or in connection with the Program. You are eligible to earn referral fees only on our sales of Qualifying Products that occur during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. Scribendi may withhold Your final payment for a reasonable time to ensure that the correct amount is paid.
12. Modification
Scribendi reserves the right to modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting a change notice or a new agreement on its Site. IN THE EVENT THAT ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON Scribendi's SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
13. Relationship of the Parties
Scribendi and You 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 Scribendi's behalf.
14. Limitation of Liability
Scribendi will not be liable for any indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if Scribendi has been advised of the possibility of such damages. Further, Scribendi's 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.
15. Warranty Disclaimers
Except for the warranty made directly to the end-users of Scribendi's products (as detailed in such products' end-user licenses), Scribendi makes no express or implied warranties or representations with respect to the Program or any products sold through the Program (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, Scribendi makes no representation that the operation of Scribendi's Site will be uninterrupted or error-free, and Scribendi will not be liable for the consequences of any interruptions or errors.
16. Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT Scribendi MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. 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.
17. Governing Law, Jurisdiction
Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or Your relationship with Scribendi or any of our Referrals shall be exclusively governed by the laws of the Province of Ontario, Canada, excluding any conflicts of law provisions. Any legal action against Scribendi shall take place in the courts of the Province of Ontario. The parties attorn to the non-exclusive jurisdiction of the courts of Ontario. If any provision of this agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions. Notwithstanding the above, Scribendi may seek injunctive or other appropriate relief in any state or federal court in the U.S.
18. Confidentiality & Non-Compete
Except as otherwise provided in this Agreement or with the consent of Scribendi.com, you agree that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for any purpose other than your participation in the Affiliate Program, except and solely to the extent that any such information is generally known or available to the public through a source other than you. Affiliate shall not use any information obtained from the Affiliate Program to develop, enhance or operate a service that competes with the Affiliate Program, or assist another party to do the same.
19. Miscellaneous
You may not assign this Agreement, by operation of law or otherwise, without Scribendi's prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Scribendi's failure to enforce Your strict performance of any provision of this Agreement will not constitute a waiver of Scribendi's right to subsequently enforce such provision or any other provision of this Agreement. In the event that any provision of this Agreement shall be held by a court to be unlawful or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect and the unlawful or unenforceable provision shall be modified to the extent required to make it lawful and enforceable, provided that this Agreement, as so modified, is consistent with the parties original intent.
