Affiliate Program Agreement

8/12/2019 Affiliate Program Agreement

http://slidepdf.com/reader/full/affiliate-program-agreement 1/11

© Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S""E#A" A$% S!C!"' P()*!E% !( %S!*U!E+ PU*"S)+ (,,E ,( SA"E+ "CE$SE ( SU*"CE$SE+ #-E ( %SC"(SE !( A$' (!)EPA!'+ !)S P(%UC! $ )A% C(P' ( %#!A" ,(. A"" (,,E$%ES /"" *E SUE% $ A C(U! (, "A/.

© Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright

laws of the United States & Canada and by international treaties. ! S ""E#A" A$%

S!C!"' P()*!E% !( %S!*U!E+ PU*"S)+ (,,E ,( SA"E+ "CE$SE (SU*"CE$SE+ #-E ( %SC"(SE !( A$' (!)E PA!'+ !)S P(%UC! $ )A%

C(P' ( %#!A" ,(. A"" (,,E$%ES /"" *E SUE% $ A C(U! (, "A/.

© Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyrightlaws of the United States & Canada and by international treaties. ! S ""E#A" A$%

S!C!"' P()*!E% !( %S!*U!E+ PU*"S)+ (,,E ,( SA"E+ "CE$SE (

SU*"CE$SE+ #-E ( %SC"(SE !( A$' (!)E PA!'+ !)S P(%UC! $ )A%C(P' ( %#!A" ,(. A"" (,,E$%ES /"" *E SUE% $ A C(U! (, "A/.

© Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of

the United States and Canada and by international treaties. ! S ""E#A" A$% S!C!"'

P()*!E% !( %S!*U!E+ PU*"S)+ (,,E ,( SA"E+ "CE$SE (SU*"CE$SE+ #-E ( %SC"(SE !( A$' (!)E PA!'+ !)S P(%UC! $ )A%

C(P' ( %#!A" ,(. A"" (,,E$%ES /"" AU!(A!CA""' *E SUE% $ A

C(U! (, "A/.

AFFILIATE PROGRAM AGREEMENT

!his Affiliate Progra Agreeent 1the Agreeent3 is ade and effective the 4%A!E5

BETWEEN: [OWNER NAME] 1the (wner3+ a corporation organi6ed and e7isting 8nder thelaws of the 4S!A!E9P(-$CE5+ with its head office located at:

AND: [RECIPIENT NAME] 1the ecipient3+ a corporation organi6ed and e7isting8nder the laws of the 4S!A!E9P(-$CE5+ with its head office located at:

n consideration of the ters and covenants of this agreeent+ and other val8able consideration+ theparties agree as follows:

Affiliate Progra Agreeent

Page ; of ;;




RECITALS

A. !he nae of this affiliate progra is the 4$SE! $AE5 Affiliate Progra 1the <Affiliate

Progra=3.

B. !he ecipient represents and warrants to the (wner that the ecipient has read and 8nderstand

the Privacy Policies and agree to the ters set forth therein.

C. ,or p8rposes of this Agreeent+ the ter <the ecipient= refers to the individ8al or legal entity

who applies for and is accepted into the Affiliate Progra. !he ter <the (wner= refers to thesponsor of the Affiliate Progra. !he ter <the (wner>s web site= refers to the web site that the(wner aintains at 4A%%ESS5. !he ter <the ecipient>s web site= refers to the web site onwhich the ecipient agrees to place a lin? to the (wner>s web site as specified in the E7hibit *hereof. <erchandise= eans all prod8cts+ erchandise and stoc? that is offered by the (wnerfor sale thro8gh its web site.

1. AFFILIATE PROGRAM REGISTRATION

!o register for the Affiliate Progra+ the ecipient 8st coplete and s8bit to the (wner an AffiliateProgra Application ,or. !he Affiliate Progra Application ,or is incl8ded on the (wner>s web siteand can be copleted and s8bitted thro8gh its web site.

2. APPROVAL OR REJECTION OF AFFILIATE PROGRAM APPLICATION

!he (wner reserves the right to approve or re@ect A$' Affiliate Progra Application in its sole andabsol8te discretion. !he ecipient will have no legal reco8rse against the (wner for the re@ection of theecipient Affiliate Progra Application.

© Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyrightlaws of the United States & Canada and by international treaties. ! S ""E#A" A$%S!C!"' P()*!E% !( %S!*U!E+ PU*"S)+ (,,E ,( SA"E+ "CE$SE (

SU*"CE$SE+ #-E ( %SC"(SE !( A$' (!)E PA!'+ !)S P(%UC! $ )A%


3. REASONS FOR REJECTION

/itho8t liiting the right to re@ect any application for any reason whatsoever in the (wner>s absol8tediscretion+ the ecipient application will be re@ected if it is non coplete+ if the ecipient>s web sitecontains iages or content that is not acceptable to (wner or is inconsistent with the iage that the(wner wishes to create in association with its web site+ or if the ecipient>s web site contains any illegal+

ioral+ rep8lsive+ defaatory+ derogatory+ harassing+ harf8l+ threatening+ obscene+ v8lgar+pornographic+ racial or ethnic ob@ectionable aterials+ depicts se78al sit8ations+ prootes discriinationon the basis of race+ se7+ se78al preference+ national origin+ ethnicity+ nationality+ disability+ religio8spreference+ or if the ecipient>s site contains any aterial that appears to (wner to violate any patent+tradear?+ copyright+ trade secret+ confidential inforation+ or other property rights of any other party.


of ;;




4. TERMINATION AFTER ACCEPTANCE

Even after the (wner has accepted the ecipient as an Affiliate Progra eber+ the (wner reservesthe absol8te right to rescind or terinate the ecipient affiliate stat8s for any reason in its sole andabsol8te discretion+ incl8ding b8t not liited to the reasons set forth above.

5. FINANCIAL RESPONSIBILIITES

!he ecipient will be f8lly responsible for all costs and e7penses of aintaining and ar?eting the AffiliateProgra+ incl8ding b8t not liited to all costs associated with the creations+ hosting+ odification+ andiproveents to the ecipient>s web site+ costs of search engine placeent and other nternet ar?eting+costs of inserting the (wner>s lin?s into its web site+ offline ar?eting costs+ postage costs+ and all othercosts and e7penses+ and the ecipient hereby holds the (wner harless fro or against the sae.

6. NO REPRESENTATIONS REGARDING INCOME POTENTIAL

!he (wner a?es no representations and warranties regarding potential incoe that ay res8lt froparticipation in this Affiliate Progra and specifically disclais any and all warranties relative to earningpotential fro the ecipient affiliate stat8s.

7. RESPONSIBILITY TO LINK TO THE OWNER’S SITE

a. As a Progra Affiliate+ the ecipient will have the obligations to place lin?s on its site directing

8sers to the (wner>s site. !he (wner will a?e available to the ecipient b8tton lin?s+ te7t lin?s+and banner advertiseents to be placed on the ecipient>s web site which will direct 8sers to(wner>s web site via hyperte7t lin?. As a Progra Affiliate+ the ecipient is given a liited terlicense+ d8ring the ter of the ecipient active participation as a Progra Affiliate+ to 8tili6e the(wner>s logo iages provided to the ecipient on the web site that the ecipient designates inthe ecipient Affiliate Progra Application.

© Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws ofthe United States and Canada and by international treaties. ! S ""E#A" A$% S!C!"'

P()*!E% !( %S!*U!E+ PU*"S)+ (,,E ,( SA"E+ "CE$SE (

SU*"CE$SE+ #-E ( %SC"(SE !( A$' (!)E PA!'+ !)S P(%UC! $ )A%C(P' ( %#!A" ,(. A"" (,,E$%ES /"" AU!(A!CA""' *E SUE% $ A

C(U! (, "A/.


laws of the United States & Canada and by international treaties. ! S ""E#A" A$%S!C!"' P()*!E% !( %S!*U!E+ PU*"S)+ (,,E ,( SA"E+ "CE$SE (


b. !he (wner a?es available to its Affiliates+ lin?s+ banners+ and other inforation advertising its

site to be 8sed s8b@ect to the ters of this Agreeent. !hese aterials will contain its tradear?sand other proprietary property. !he ecipient ay display these aterials on the ecipient>s website for the p8rpose of prooting the (wner>s site and participating in this Affiliate Progra. f the


Page of ;;




ecipient discontin8e the Affiliate Progra or if the ecipient participation is terinated for anyreason+ the ecipient will iediately cease 8sing these aterials and will delete all s8chaterials fro its web site and fro its cop8ter. !he ecipient 8st obtain the (wner approvalof all lin?s to the (wner>s site that the ecipient place on its web site. !he ecipient willcooperate with the (wner in the establishent and placeent of lin?s on the ecipient>s web site.





c. !he ecipient will only be peritted to 8se the lin?s that the (wner provided to the ecipient on

the web site that the ecipient designate in the Affiliate Progra Application. Any additional websites or entities will reB8ire additional s8bissions of Affiliate Progra Applications and approvalby the (wner .

d. !he ecipient will not odify the lin?s or other aterials that the (wner provided to the ecipient

or the placeent of the lin?s on the ecipient>s page. !he ecipient consent to the (wner

onitoring the ecipient>s web site to deterine contin8ed copliance with this Agreeent.

e. !he ecipient consent to the (wner incl8ding inforation relative to traffic fro the ecipient>s

site in the (wner reports. !his inforation ay be provided to o8tside parties.

8. CUSTOMER SERVICE

a. !he (wner will be responsible for handling all c8stoer inB8iries+ prod8ct orders+ c8stoer billing

and collection+ prod8ct shipent relative to c8stoers that enter the (wner>s site thro8gh thelin?s fro the ecipient>s site. Pricing of the (wner prod8cts and services is totally within itsdiscretion and the (wner reserves the right to change the pricing str8ct8re+ terinate any specialoffers+ discontin8e prod8cts or services+ or change the ters 8nder which prod8cts or servicesare offered at any tie+ witho8t any advanced notice to the ecipient or 8sers accessing the(wner>s site. !he (wner>s only responsibility to the ecipient in this regard is to trac? c8stoerorders that occ8r thro8gh lin?s fro the ecipient>s web site and a?e reports to the ecipient ofthe coissions d8e to the ecipient as a res8lt thereof. All s8ch reports shall be 8na8dited.!he (wner will have no obligation to provide the ecipient with any specific inforation relative toany c8stoer+ regardless of whether they access the (wner>s site thro8gh the lin? fro theecipient>s site.

b. !he (wner is not responsible for the fail8re to assign any sale or coissions to the ecipient if

the sae res8lts fro the iproper foratting of the lin? fro the ecipient>s web site. !heecipient sho8ld ass8re at all ties that the lin? is appropriately foratted and report anyprobles that the ecipient ay have with the sae to the (wner iediately.

9. COMPENSATION

a. Coissions will be paid to the ecipient based 8pon a percentage of sales ade to 8sers who

access the (wner>s site thro8gh the ecipient>s site. Coissions will be calc8lated based 8ponthe gross sales price+ b8t not incl8ding any shipping and handling+ sales ta7+ special service feess8ch as gift wrapping or pac?aging+ late charges+ collection costs+ iports9e7port d8ties+ and anyother payent ade to the (wner that is not the p8rchase price for the prod8ct that is p8rchased.


Page D of ;;




Coissions will not be calc8lated based 8pon ao8nts that are attrib8table to credit card fra8d+credits given to c8stoers+ bad debt rightoff and ret8rned goods. !he (wner reserve the right toded8ct in s8bseB8ent onths for any coission that the (wner paid that is for a prod8ct that iss8bseB8ently ret8rned or ref8nded+ or for any other reason if the previo8s onthly coissionwas overpaid or later s8b@ect to red8ction.

b. !he percentages to be paid as coissions here8nder are c8rrently as set forth in Sched8le A at

the end of this Agreeent. !he (wner reserves the right to change and aend the coissionrate str8ct8re at any tie+ in the (wner>s sole discretion.


the United States and Canada and by international treaties. ! S ""E#A" A$% S!C!"'P()*!E% !( %S!*U!E+ PU*"S)+ (,,E ,( SA"E+ "CE$SE (


C(U! (, "A/. © Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright

laws of the United States & Canada and by international treaties. ! S ""E#A" A$%

S!C!"' P()*!E% !( %S!*U!E+ PU*"S)+ (,,E ,( SA"E+ "CE$SE (SU*"CE$SE+ #-E ( %SC"(SE !( A$' (!)E PA!'+ !)S P(%UC! $ )A%





c. Coissions will only be paid on sales that are trac?ed thro8gh the (wner>s online trac?ing

syste and indicate the ecipient>s web site>s lin? as the so8rce. !here is no right tocoissions if a 8ser later ret8rns to the (wner>s site and a?es a p8rchase thro8gh anotherlin? or so8rce other than thro8gh the ecipient>s web site. !he ecipient has no right tocoissions based 8pon s8bseB8ent sales+ even if the c8stoer first arrived at the (wner>s sitethro8gh the lin? fro the ecipient>s site. Coissions will only be trac?ed and paid when the8ser a?es a p8rchase on the sae visit that the 8ser visits the (wner>s site fro the lin? to its

site on the ecipient>s site.

d. !he (wner will pay coission only 8pon collection by the (wner. !he ecipient has no right to

coissions 8ntil the applicable c8stoer has paid the (wner in f8ll. (nly p8rchases that areade thro8gh the (wner>s online ordering process will co8nt towards coission calc8lations.,or e7aple+ if a c8stoer visits the (wner>s web site thro8gh the lin? fro the ecipient>s website and instead of placing an online order calls and places an order via telephone+ the ecipientwill have no right to any coission fro that sale.


Page of ;;




e. Coissions will be paid to the ecipient on a onthly basis on or abo8t the 4%A'5 of the

s8bseB8ent onth for ao8nts received by the (wner d8ring the previo8s onth. !he (wnerdoes not g8arantee an e7act date of calc8lation of coissions or payents. All payents will beade via copany chec? sent to the address that the ecipient s8pplied in the Affiliate Progra

Application. !he (wner does not send payent if the total coission d8e to the ecipient is not

at least 4A(U$!5. Ao8nts below 4A(U$!5 will accr8e to the ecipient acco8nt and payentwill be ade for the onth when the ecipient>s total coissions achieve the ini84A(U$!5. !he (wner reserves the right to aend the ini8 coission payent ao8nt atany tie.

10. CUSTOMERS’ PROVENANCE

All parties who a?e p8rchases thro8gh the (wner>s web site+ regardless of whether they ay havereached its web site thro8gh the lin? fro the ecipient>s web site+ are deeed to be the (wner>sc8stoers and not the ecipient>s c8stoers relative to the (wner>s prod8cts and services. !he (wnerwill have the right to contact these c8stoers and send f8t8re ar?eting offers to the. !he ecipient willhave no right to coissions on s8bseB8ent p8rchases that ay be ade by these c8stoers+ e7ceptfor s8bseB8ent p8rchases that ay be traced at the tie of p8rchase thro8gh a lin? fro the ecipient>sweb site. Additionally+ all s8ch c8stoers and p8rchases will be s8b@ect to the (wner policies+proced8res+ r8les and reg8lations and the ecipient has no right or a8thority to aend or offer anydifferent offers relative to the p8rchase of prod8cts fro the (wner>s web site. !he (wner however+reserves the right to aend any of its ters+ conditions+ policies+ proced8res+ pricing+ payent policies+collection policies+ and all other ites relative to the (wner>s b8siness and sale of prod8cts at any tie inits sole discretion.

11. TRADEMARKS AND COPYRIGHTS

© Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws ofthe United States and Canada and by international treaties. ! S ""E#A" A$% S!C!"'

P()*!E% !( %S!*U!E+ PU*"S)+ (,,E ,( SA"E+ "CE$SE (


C(U! (, "A/.





a. !he ecipient will have a none7cl8sive+ liited ter license to 8se the tradear?s+ logos+ and

copyrighted aterial that the (wner provided to the ecipient for 8se solely on the hoe pagethat the ecipient designate in the ecipient Affiliate Progra Application. !he ecipient ay only8se the iages that the (wner specifically a?es available to the (wner Affiliate ebers at thearea of its web site that is specifically designated as approved iages for Affiliate Prograebers. !he ecipient ay not distrib8te+ reprod8ce+ odify+ aend+ these iages in any way.!he ecipient ay 8se these iages only for the p8rposes of prooting the (wner>s web site


Page F of ;;




and prod8cts on the ecipient>s web site in copliance with the Affiliate Progra policies andproced8res and the ters of this Agreeent. !he license so granted is s8b@ect to copletecopliance with all ters and conditions of this Agreeent and any policies the (wner aycreate and aend fro tie to tie regarding the Affiliate Progra.

b. !he ecipient will only 8se s8ch ites in the for+ si6e+ content+ and appearance that the (wner

provided the to the ecipient. !he ecipient is not peritted to odify the. !he ecipient

agrees to display these ites proinently on its web site. !hese ites ay only be 8sed in if theycontain a hyperte7t lin? to the (wner>s web site. !his license shall iediately terinate 8ponthe terination fro the Affiliate Progra. !he (wner ay also terinate this license 8pon noticeto the ecipient in the event that the ecipient>s 8se of these ites is contrary to or does notconfor with its standards+ s8ch standards to be deterined in its sole and absol8te discretion.!he ecipient agrees that the (wner retains all right+ title and interest in and to all s8ch aterials.!he (wner will retain all goodwill and other val8e associated with any of these aterials. !heecipient will not gain any tradear?+ copyright or other proprietary rights to s8ch aterials. !heecipient agrees not to ta?e any action that is contrary to or inconsistent with the (wner rights tothese aterials. !he ecipient will not 8se these aterials in any way that is daaging+defaatory+ disparaging+ derogatory+ or negative to the (wner or that paints the (wner in a falseor negative light. !he (wner ay revo?e the liited license granted here8nder at any tie inwriting to the ecipient. Upon terination or revocation+ the ecipient will iediately cease froany 8se this aterial.

c. !he ecipient is not peritted to 8se any other proprietary aterials+ incl8ding b8t not liited to

tradear?s+ copyrights+ logos+ te7t+ and any other aterials that belong to the (wner or to anyother party and which ay appear on the (wner>s web site.

d. !he ecipient grants to the (wner a none7cl8sive right and license to 8se the ecipient>s

tradear?s+ trade naes+ service ar?s+ b8siness naes+ web page titles+ slogans+ logos+ andcopyrighted aterials for the p8rposes of prooting+ advertising+ anno8ncing+ or ar?eting theecipient participation in the (wner Affiliate Progra. !he ecipient represents and warrants tothe (wner that no other party has any rights in and to any of these aterials and that theseaterials do not infringe 8pon or otherwise interfere with the rights of any other party. !heecipient represents and warrants to be the absol8te+ sole and e7cl8sive owner of all s8chaterials and the owner of all tradear? rights+ copyrights+ and other proprietary rights in and to

the sae. !he ecipient represents to have the right+ power+ and a8thority to license saidaterials to the (wner as aforesaid and that the ecipient is not 8nder any legal or contract8allyliitation on the right to so license these aterials. !he (wner has no obligation to anno8nce+advertise+ ar?et+ or proote the ecipient participation in the (wner Affiliate Progra+ b8treserves the right to do the sae at its sole discretion.

12. PRODUCT AVAILABILITY

!he (wner cannot g8arantee prod8ct availability or the ter of any price or special prootion or offer.

13. RESPONSABILITIES

!he ecipient is responsible for all atters pertaining to the ecipient own web site incl8ding itsdevelopent+ aintenance+ operation and placing lin?s on the ecipient>s site in copliance with theters of the Affiliate Progra. !he ecipient is copletely responsible for all ites that appear on its siteand for ass8ring that s8ch ites do not infringe 8pon or violate the rights of any other party. !he (wner isnot responsible for any atter pertaining to the ecipient>s site or the content thereof and the ecipientholds the (wner harless and indenifies the (wner fro any and all clais+ s8its+ threats+ deands+


Page G of ;;




liabilities+ actions+ ca8ses of action related in any way to the ecipient>s web site and b8siness. S8chindenity incl8des the (wner costs and attorney fees in defending any s8ch atter. !he ecipientrepresents and warrants to the (wner that its site does not and will not contain any aterials that areillegal and that the ecipient>s site is not operated for an illegal p8rpose or in an illegal anner.





the United States and Canada and by international treaties. ! S ""E#A" A$% S!C!"'P()*!E% !( %S!*U!E+ PU*"S)+ (,,E ,( SA"E+ "CE$SE (


C(P' ( %#!A" ,(. A"" (,,E$%ES /"" AU!(A!CA""' *E SUE% $ A

C(U! (, "A/.14. REPRESENTATIONS AND WARRANTIES

!he ecipient hereby represents and warrants to the (wner to have the coplete power and a8thority toenter into this Agreeent and that this Agreeent constit8tes a valid and legally enforceable agreeent.!he entry of this Agreeent has been d8ly and validly a8thori6ed by all necessary corporate or otherorgani6ational actions and approvals. !he ecipient>s entry of this Agreeent is not prohibited by theters of any doc8ent+ is not contrary to any law+ r8le or reg8lations+ and is not in violation of any co8rtor adinistrative order.

15. TERM

!he effectiveness of this Agreeent shall not coence 8ntil the ecipient Affiliate Progra Applicationis accepted by the (wner. !he effectiveness hereof and binding effect shall occ8r 8pon the (wneracceptance of the ecipient Affiliate Progra Application. !his Agreeent shall reain in f8ll force andeffect 8ntil terinated by the ecipient or by the (wner. Either the (wner or the ecipient ay terinatethis Agreeent at any tie+ with or witho8t ca8se+ by giving the other party written notice of terination incopliance with this Agreeent. $otices sent here8nder shall be via Eail to the ecipient at the Eailaddress indicated in the ecipient Affiliate Progra Application. Any and all notices to the ecipient viaEail at s8ch address shall be deeed to be effective notice to the ecipient for all p8rposes.

16. TERMINATION

!he ecipient will forfeit all right to receive past coissions that ay have accr8ed to the ecipient ifthis Agreeent is terinated as a res8lt of the ecipient fail8re to coply with the ters of this

Agreeent or any policies and proced8res of Affiliate Progra that ay be established and aended bythe (wner in its discretion fro tie to tie. f this Agreeent is terinated for any other reason+ theecipient will have a right to receive its accr8ed coissions thro8gh the effective date of terinationHprovided+ that if the ecipient total coissions d8e here8nder do not e7ceed 4A(U$!5+ s8ch accr8ed


Page I of ;;




coission shall be forfeited. !he (wner has the right to withhold final coission payents fors8fficient tie in order to ass8re that the ao8nt paid to the ecipient is acc8rate and not s8b@ect to laterad@8stent for ret8rns or any other reason. f following final payent the (wner deterines that theao8nt of coissions that the ecipient were paid was too high+ as a res8lt of s8bseB8ent ret8rns orany other ad@8stent or reason+ the differential shall be a debt fro the ecipient to the (wner and the(wner shall have all legal right to receive a ref8nd of s8ch overpaid coission fro the ecipient.

17. MODIFICATIONS

!he (wner reserves the right in its sole and absol8te discretion+ to odify any ters and conditions of the Affiliate Progra and the ters and conditions of this Agreeent 8pon notice to the ecipient. $otice ofany changes ay be given via Eail to the ecipient or by posting s8ch changes in the Affiliate Prograsections of the (wner>s web site. S8ch changes and odifications will ta?e effect 8pon transission ofEail or posting on the (wner>s web site. !he ecipient ay terinate participation in the AffiliateProgra in the event that any of these odifications are 8nacceptable to the ecipient and s8chterination shall be the ecipient sole and e7cl8sive reedy. n the event that the ecipient contin8es toparticipate in the Affiliate Progra following s8ch odifications+ the ecipient will be deeed by theecipient contin8ed participation to accept any and all s8ch changes.





18. LIABILITIES

a. !)E (/$E )EE*' %SC"AS A$' A$% A"" /AA$!ES A$% "A*"!' E"A!E% !(

A$' %(/$!E ( ,A"UE ,( USES !( *E A*"E !( ACCESS !S /E* S!E ( !( ACCESS !S /E* S!E US$# !)E "$J ,( !)E ECPE$!>S /E* S!E.,U!)E(E+ !)E (/$E S)A"" $(! *E ESP($S*"E ,( A$% )EE*'%SC"AS A$' A$% A"" /AA$!ES E"A!E% !( !S /E* S!E+ !)E A,,"A!EP(#A+ !)E ECPE$! PA!CPA!($ $ !)E A,,"A!E P(#A+ !)E ECPE$!

A*"!' !( AJE A$' C(SS($S ( (!)E/SE P(,! !)(U#) PA!CPA!($$ !)S A,,"A!E P(#A+ $C"U%$# *U! $(! "!E% !( A$' /AA$!ES (,,!$ESS ,( A$' PA!CU"A PUP(SE ( EC)A$!*"!'+ $($$,$#EE$!+( A$' C"A A%E *ASE% UP($ !)E (/$E>S C(USE (, %EA"$# ( USA#E (,!A%E. !)E (/$E %(ES $(! EPESE$! ( /AA$! !)A! !S /E* S!E ( A$'

APP"CA!($+ $C"U%$# *U! $(! "!E% !( !S "$J !ACJ$# ,EA!UES+ /"" *EE( ,EE ( !)A! !)E' /"" ,U$C!($ /!)(U! $!EUP!($.

b. !)E (/$E S)A"" $(! *E ESP($S*"E ,( A$' %EC! ( $%EC! %AA#ES

( "A*"!ES (, A$' $A!UE+ $C"U%$# *U! $(! "!E% !( $C%E$!A"+C($SEKUE$!A"+ $%EC!+ ( SPECA" %AA#ES+ "(SS P(,!S+ "(S! *US$ESS(PP(!U$!' ( A$' (!)E %AA#ESH E#A%"ESS (, /)E!)E !)E (/$E


Page L of ;;




/AS ( )A-E *EE$ A%-SE% (, !)E P(SS*"!' (, !)E SAE A$% !((J $( AC!($!( PE-E$! !)E SAE.

c. /itho8t liiting the forgoing+ the (wner total liability for any daages arising here8nder shall

never e7ceed the total coissions paid and payable by the (wner p8rs8ant to the ters hereof.

19. CONFIDENTIALITY

n the event that any inforation is disclosed to the ecipient thro8gh the ecipient participation in the Affiliate Progra related in any way to the (wner copany and b8siness which the (wner dee to beconfidential and proprietary+ the ecipient agrees to hold s8ch inforation in the strictest of confidenceand not to disclose s8ch inforation to any other party or to 8se any s8ch inforation for the ecipientown p8rposes. Confidential inforation will incl8de any inforation regarding the (wner changes orodifications to this Agreeent or this Affiliate Progra 1which the (wner shall have no obligation toa?e3 or any special treatent that the ecipient ay receive 1which the (wner reserves the right toprovide in its sole discretion to any affiliate3. Confidential inforation shall also incl8de any and allinforation related to the (wner>s b8siness+ b8siness plans+ ar?eting plans+ 8ser statistics+ financialinforation+ pricing+ profits+ ebership inforation+ affiliations+ sales inforation+ and all otherinforation which the (wner considers to be confidential and proprietary.

20. INDEMNIFICATION

!he ecipient hereby indenifies and holds the (wner+ and all of the (wner stoc?holders+ officers+directors+ eployees+ contractors+ affiliates+ agents+ s8ccessors and assigns harless fro and againstany and all clais+ liabilities+ daages+ actions+ ca8ses of action+ s8its+ threats+ deands+ settleents+incl8ding all costs and attorney fees related thereto+ that the (wner ay inc8r and which are based inwhole or in part 8pon the ecipient participation in the Affiliate Progra+ any clais that any of theecipient tradear?s and other proprietary aterial infringe 8pon the rights of any other party+ theecipient breach of any ter+ covenants+ condition+ representation or warranty contained in this

Agreeent or any policies of participation in the Affiliate Progra+ or any clai related directly or indirectlyto the ecipient 8se+ operation or the content of the ecipient>s web site.

21. GOVERNING LAW

!his Agreeent shall be interpreted 8nder the laws of the State of 4S!A!E9P(-$CE5. Any and all legalactions relative hereto shall be in the co8rts of 4S!A!E9P(-$CE5.

22. RELATIONSHIP OF THE PARTIES

!he parties hereto are independent contractors and nothing contained herein shall be interpreted ascreating any relationship other than that of independent contracting parties. !he parties shall not beconstr8ed as being partners+ @oint vent8rers+ shareholders+ eployer9eployee+ agent9servant. !he

ecipient has no power or a8thority to bind the (wner to any obligation+ agreeent+ debt or liability. !heecipient shall not hold itself o8t as an agent or representative of the (wner.

23. NOTICES

$otices to the (wner shall be by certified ail+ ret8rn receipt reB8ested addressed to the addresscontained in this Agreeent+ or s8ch other address that the (wner provide notice of to the ecipient via


Page ;0 of ;;

Affiliate Program Agreement

Documents

Transcript of Affiliate Program Agreement