Referred By: dz9876
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This Affiliate Program Agreement (the "Agreement") is made and effective the [DATE]
BETWEEN:
Biz-Launch-Affiliates.Com (the "Owner"), a corporation organized and existing
under the laws of the Pennsylvania, Delaware County, with its head office
located in Broomall, PA 19008
AND: Registrant (the
"Recipient"), a member of the Biz-Launch-Affiliates.Com affiliate program who's
name, address, phone and IP address were recorded upon submission of the
Registration form at http://www.bizlaunchmarketing.com/registration
In consideration of the terms and covenants of this agreement, and other valuable
consideration, the parties agree as follows:
A. The name of this affiliate program is the BizLaunchMarketing.Com Affiliate Program
(the “Affiliate Program”).
B. The Recipient represents and warrants to the Owner that the Recipient has read and
understand the Privacy Policies and agree to the terms set forth therein.
C. For purposes of this Agreement, the term “the Recipient” refers to the individual or
legal entity who applies for and is accepted into the Affiliate Program. The
term “the Owner” refers to the sponsor of the Affiliate Program. The term “the
Owner’s web site” refers to the web site that the Owner maintains in
Broomall, PA 19008. The term “the Recipient’s web site” refers to
the web site on which the Recipient agrees to place a link to the Owner’s web
site as specified in the Exhibit B hereof. “Merchandise” means all products,
merchandise and stock that is offered by the Owner for sale through its web
site.
1. AFFILIATE PROGRAM REGISTRATION
To register for the Affiliate Program, the Recipient must complete and submit to
the Owner an Electronic Affiliate Program Registration Form. The Affiliate
Program Registration Form is included on the Owner’s web site and can be
completed and submitted through its web site.
2. APPROVAL OR REJECTION OF AFFILIATE PROGRAM APPLICATION
The Owner reserves the right to approve or reject ANY Affiliate Program Application
in its sole and absolute discretion. The Recipient will have no legal recourse
against the Owner for the rejection of the Recipient Affiliate Program
Application.
3. REASONS FOR REJECTION
Without limiting the right to reject any application for any reason whatsoever
in the Owner’s absolute discretion, the Recipient application will be rejected
if it is non complete, if the Recipient’s web site contains images or content
that is not acceptable to Owner or is inconsistent with the image that the Owner
wishes to create in association with its web site, or if the Recipient’s web
site contains any illegal, immoral, repulsive, defamatory, derogatory,
harassing, harmful, threatening, obscene, vulgar, pornographic, racial or ethnic
objectionable materials, depicts sexual situations, promotes discrimination on
the basis of race, sex, sexual preference, national origin, ethnicity,
nationality, disability, religious preference, or if the Recipient’s site
contains any material that appears to Owner to violate any patent, trademark,
copyright, trade secret, confidential information, or other property rights of
any other party.
Even after the Owner has accepted the Recipient as an Affiliate Program member, the
Owner reserves the absolute right to rescind or terminate the Recipient
affiliate status for any reason in its sole and absolute discretion, including
but not limited to the reasons set forth above.
The Recipient will be fully responsible for all costs and expenses of maintaining
and marketing the Affiliate Program, including but not limited to all costs
associated with the creations, hosting, modification, and improvements to the
Recipient’s web site, costs of search engine placement and other Internet
marketing, costs of inserting the Owner’s links into its web site, offline
marketing costs, postage costs, and all other costs and expenses, and the
Recipient hereby holds the Owner harmless from or against the same.
may result from participation in this Affiliate Program and specifically
disclaims any and all warranties relative to earning potential from the
Recipient affiliate status.
a. As a Program Affiliate, the Recipient will have the obligations to place links on
its site directing users to the Owner’s site. The Owner will make available to
the Recipient button links, text links, and banner advertisements to be placed
on the Recipient’s web site which will direct users to Owner’s web site via
hypertext link. As a Program Affiliate, the Recipient is given a limited term
license, during the term of the Recipient active participation as a Program
Affiliate, to utilize the Owner’s logo images provided to the Recipient on the
web site that the Recipient designates in the Recipient Affiliate Program
Application.
b. The Owner makes available to its Affiliates, links, banners, and other information
advertising its site to be used subject to the terms of this Agreement. These
materials will contain its trademarks and other proprietary property. The
Recipient may display these materials on the Recipient’s web site for the
purpose of promoting the Owner’s site and participating in this Affiliate
Program. If the Recipient discontinue the Affiliate Program or if the Recipient
participation is terminated for any reason, the Recipient will immediately cease
using these materials and will delete all such materials from its web site and
from its computer. The Recipient must obtain the Owner approval of all links to
the Owner’s site that the Recipient place on its web site. The Recipient will
cooperate with the Owner in the establishment and placement of links on the
Recipient’s web site.
c. The Recipient will only be permitted to use the links that the Owner provided to the
Recipient on the web site that the Recipient designate in the Affiliate Program
Application. Any additional web sites or entities will require additional
submissions of Affiliate Program Applications and approval by the Owner .
d. The Recipient will not modify the links or other materials that the Owner provided
to the Recipient or the placement of the links on the Recipient’s page. The
Recipient consent to the Owner monitoring the Recipient’s web site to determine
continued compliance with this Agreement.
e. The Recipient consent to the Owner including information relative to traffic from
the Recipient’s site in the Owner reports. This information may be provided to
outside parties.
a. The Owner will be responsible for handling all customer inquiries, product orders,
customer billing and collection, product shipment relative to customers that
enter the Owner’s site through the links from the Recipient’s site. Pricing of
the Owner products and services is totally within its discretion and the Owner
reserves the right to change the pricing structure, terminate any special
offers, discontinue products or services, or change the terms under which
products or services are offered at any time, without any advanced notice to the
Recipient or users accessing the Owner’s site. The Owner’s only responsibility
to the Recipient in this regard is to track customer orders that occur through
links from the Recipient’s web site and make reports to the Recipient of the
commissions due to the Recipient as a result thereof. All such reports shall be
un-audited. The Owner will have no obligation to provide the Recipient with any
specific information relative to any customer, regardless of whether they access
the Owner’s site through the link from the Recipient’s site.
b. The Owner is not responsible for the failure to assign any sale or commissions to
the Recipient if the same results from the improper formatting of the link from
the Recipient’s web site. The Recipient should assure at all times that the link
is appropriately formatted and report any problems that the Recipient may have
with the same to the Owner immediately.
a. Commissions will be paid to the Recipient based upon a percentage of sales made
to users who access the Owner’s site through the Recipient’s site. Commissions
will be calculated based upon the gross sales price, but not including any
shipping and handling, sales tax, special service fees such as gift wrapping or
packaging, late charges, collection costs, imports/export duties, and any other
payment made to the Owner that is not the purchase price for the product that is
purchased. Commissions will not be calculated based upon amounts that are
attributable to credit card fraud, credits given to customers, bad debt
right-off and returned goods. The Owner reserve the right to deduct in
subsequent months for any commission that the Owner paid that is for a product
that is subsequently returned or refunded, or for any other reason if the
previous monthly commission was overpaid or later subject to reduction.
b. The percentages to be paid as commissions hereunder are currently as set forth at
http://www.bizlaunchmarketing.com and the owner reserves the right to change, cancel
or amend the commission structure at any time.
c. Commissions will only be paid on sales that are tracked through the Owner’s
online tracking system and indicate the Recipient’s web site’s link as the
source. There is no right to commissions if a user later returns to the Owner’s
site and makes a purchase through another link or source other than through the
Recipient’s web site. The Recipient has no right to commissions based upon
subsequent sales, even if the customer first arrived at the Owner’s site through
the link from the Recipient’s site. Commissions will only be tracked and paid
when the user makes a purchase on the same visit that the user visits the
Owner’s site from the link to its site on the Recipient’s site.
no right to commissions until the applicable customer has paid the Owner in
full. Only purchases that are made through the Owner’s online ordering process
will count towards commission calculations. For example, if a customer visits
the Owner’s web site through the link from the Recipient’s web site and instead
of placing an online order calls and places an order via telephone, the
Recipient will have no right to any commission from that sale.
15th of the subsequent month for amounts received by the Owner during the
previous month. The Owner does not guarantee an exact date of calculation of
commissions or payments. All payments will be made via company check sent to the
address that the Recipient supplied in the Affiliate Program Application. The
Owner does not send payment if the total commission due to the Recipient is not
at least $20.00. Amounts below $20.00 will accrue to the Recipient account
and payment will be made for the month when the Recipient’s total commissions
achieve the minimum $20.00. The Owner reserves the right to amend the minimum
commission payment amount at any time.
All parties who make purchases through the Owner’s web site, regardless of whether
they may have reached its web site through the link from the Recipient’s web
site, are deemed to be the Owner’s customers and not the Recipient’s customers
relative to the Owner’s products and services. The Owner will have the right to
contact these customers and send future marketing offers to them. The Recipient
will have no right to commissions on subsequent purchases that may be made by
these customers, except for subsequent purchases that may be traced at the time
of purchase through a link from the Recipient’s web site. Additionally, all such
customers and purchases will be subject to the Owner policies, procedures, rules
and regulations and the Recipient has no right or authority to amend or offer
any different offers relative to the purchase of products from the Owner’s web
site. The Owner however, reserves the right to amend any of its terms,
conditions, policies, procedures, pricing, payment policies, collection
policies, and all other items relative to the Owner’s business and sale of
products at any time in its sole discretion.
a. The Recipient will have a non-exclusive, limited term license to use the trademarks,
logos, and copyrighted material that the Owner provided to the Recipient for use
solely on the home page that the Recipient designate in the Recipient Affiliate
Program Application. The Recipient may only use the images that the Owner
specifically makes available to the Owner Affiliate Members at the area of its
web site that is specifically designated as approved images for Affiliate
Program Members. The Recipient may not distribute, reproduce, modify, amend,
these images in any way. The Recipient may use these images only for the
purposes of promoting the Owner’s web site and products on the Recipient’s web
site in compliance with the Affiliate Program policies and procedures and the
terms of this Agreement. The license so granted is subject to complete
compliance with all terms and conditions of this Agreement and any policies the
Owner may create and amend from time to time regarding the Affiliate Program.
b. The Recipient will only use such items in the form, size, content, and appearance
that the Owner provided them to the Recipient. The Recipient is not permitted to
modify them. The Recipient agrees to display these items prominently on its web
site. These items may only be used in if they contain a hypertext link to the
Owner’s web site. This license shall immediately terminate upon the termination
from the Affiliate Program. The Owner may also terminate this license upon
notice to the Recipient in the event that the Recipient’s use of these items is
contrary to or does not conform with its standards, such standards to be
determined in its sole and absolute discretion. The Recipient agrees that the
Owner retains all right, title and interest in and to all such materials. The
Owner will retain all goodwill and other value associated with any of these
materials. The Recipient will not gain any trademark, copyright or other
proprietary rights to such materials. The Recipient agrees not to take any
action that is contrary to or inconsistent with the Owner rights to these
materials. The Recipient will not use these materials in any way that is
damaging, defamatory, disparaging, derogatory, or negative to the Owner or that
paints the Owner in a false or negative light. The Owner may revoke the limited
license granted hereunder at any time in writing to the Recipient. Upon
termination or revocation, the Recipient will immediately cease from any use
this material.
c. The Recipient is not permitted to use any other proprietary materials, including but
not limited to trademarks, copyrights, logos, text, and any other materials that
belong to the Owner or to any other party and which may appear on the Owner’s
web site.
d. The Recipient grants to the Owner a non-exclusive right and license to use the
Recipient’s trademarks, trade names, service marks, business names, web page
titles, slogans, logos, and copyrighted materials for the purposes of promoting,
advertising, announcing, or marketing the Recipient participation in the Owner
Affiliate Program. The Recipient represents and warrants to the Owner that no
other party has any rights in and to any of these materials and that these
materials do not infringe upon or otherwise interfere with the rights of any
other party. The Recipient represents and warrants to be the absolute, sole and
exclusive owner of all such materials and the owner of all trademark rights,
copyrights, and other proprietary rights in and to the same. The Recipient
represents to have the right, power, and authority to license said materials to
the Owner as aforesaid and that the Recipient is not under any legal or
contractually limitation on the right to so license these materials. The Owner
has no obligation to announce, advertise, market, or promote the Recipient
participation in the Owner Affiliate Program, but reserves the right to do the
same at its sole discretion.
The Owner cannot guarantee product availability or the term of any price or special
promotion or offer.
The Recipient is responsible for all matters pertaining to the Recipient own web
site including its development, maintenance, operation and placing links on the
Recipient’s site in compliance with the terms of the Affiliate Program. The
Recipient is completely responsible for all items that appear on its site and
for assuring that such items do not infringe upon or violate the rights of any
other party. The Owner is not responsible for any matter pertaining to the
Recipient’s site or the content thereof and the Recipient holds the Owner
harmless and indemnifies the Owner from any and all claims, suits, threats,
demands, liabilities, actions, causes of action related in any way to the
Recipient’s web site and business. Such indemnity includes the Owner costs and
attorney fees in defending any such matter. The Recipient represents and
warrants to the Owner that its site does not and will not contain any materials
that are illegal and that the Recipient’s site is not operated for an illegal
purpose or in an illegal manner.
The Recipient hereby represents and warrants to the Owner to have the complete power
and authority to enter into this Agreement and that this Agreement constitutes a
valid and legally enforceable agreement. The entry of this Agreement has been
duly and validly authorized by all necessary corporate or other organizational
actions and approvals. The Recipient’s entry of this Agreement is not prohibited
by the terms of any document, is not contrary to any law, rule or regulations,
and is not in violation of any court or administrative order.
15. TERM
The effectiveness of this Agreement shall not commence until the Recipient Affiliate
Program Application is accepted by the Owner. The effectiveness hereof and
binding effect shall occur upon the Owner acceptance of the Recipient Affiliate
Program Application. This Agreement shall remain in full force and effect until
terminated by the Recipient or by the Owner. Either the Owner or the Recipient
may terminate this Agreement at any time, with or without cause, by giving the
other party written notice of termination in compliance with this Agreement.
Notices sent hereunder shall be via Email to the Recipient at the Email address
indicated in the Recipient Affiliate Program Application. Any and all notices to
the Recipient via Email at such address shall be deemed to be effective notice
to the Recipient for all purposes.
16. TERMINATION
The Recipient will forfeit all right to receive past commissions that may have
accrued to the Recipient if this Agreement is terminated as a result of the
Recipient failure to comply with the terms of this Agreement or any policies and
procedures of Affiliate Program that may be established and amended by the Owner
in its discretion from time to time. If this Agreement is terminated for any
other reason, the Recipient will have a right to receive its accrued commissions
through the effective date of termination; provided, that if the Recipient total
commissions due hereunder do not exceed [AMOUNT], such accrued commission shall
be forfeited. The Owner has the right to withhold final commission payments for
sufficient time in order to assure that the amount paid to the Recipient is
accurate and not subject to later adjustment for returns or any other reason. If
following final payment the Owner determines that the amount of commissions that
the Recipient were paid was too high, as a result of subsequent returns or any
other adjustment or reason, the differential shall be a debt from the Recipient
to the Owner and the Owner shall have all legal right to receive a refund of
such overpaid commission from the Recipient.
The Owner reserves the right in its sole and absolute discretion, to modify any
terms and conditions of the Affiliate Program and the terms and conditions of
this Agreement upon notice to the Recipient. Notice of any changes may be given
via Email to the Recipient or by posting such changes in the Affiliate Program
sections of the Owner’s web site. Such changes and modifications will take
effect upon transmission of Email or posting on the Owner’s web site. The
Recipient may terminate participation in the Affiliate Program in the event that
any of these modifications are unacceptable to the Recipient and such
termination shall be the Recipient sole and exclusive remedy. In the event that
the Recipient continues to participate in the Affiliate Program following such
modifications, the Recipient will be deemed by the Recipient continued
participation to accept any and all such changes.
18. LIABILITIES
a. THE OWNER HEREBY DISCLAIMS ANY AND ALL WARRANTIES AND LIABILITY RELATED TO ANY
DOWNTIME OR FAILURE FOR USERS TO BE ABLE TO ACCESS ITS WEB SITE OR TO ACCESS ITS
WEB SITE USING THE LINK FROM THE RECIPIENT’S WEB SITE. FURTHERMORE, THE OWNER
SHALL NOT BE RESPONSIBLE FOR AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES RELATED
TO ITS WEB SITE, THE AFFILIATE PROGRAM, THE RECIPIENT PARTICIPATION IN THE
AFFILIATE PROGRAM, THE RECIPIENT ABILITY TO MAKE ANY COMMISSIONS OR OTHERWISE
PROFIT THROUGH PARTICIPATION IN THIS AFFILIATE PROGRAM, INCLUDING BUT NOT
LIMITED TO ANY WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE OR
MERCHANTIBILITY, NON-INFRINGEMENT, OR ANY CLAIM MADE BASED UPON THE OWNER’S
COURSE OF DEALING OR USAGE OF TRADE. THE OWNER DOES NOT REPRESENT OR WARRANT
THAT ITS WEB SITE OR ANY APPLICATION, INCLUDING BUT NOT LIMITED TO ITS LINK
TRACKING FEATURES, WILL BE ERROR FREE OR THAT THEY WILL FUNCTION WITHOUT
INTERRUPTION.
b. THE OWNER SHALL NOT BE RESPONSIBLE FOR ANY DIRECT OR INDIRECT DAMAGES OR LIABILITIES
OF ANY NATURE, INCLUDING BUT NOT LIMITED TO INCIDENTAL, CONSEQUENTIAL, INDIRECT,
OR SPECIAL DAMAGES, LOSS PROFITS, LOST BUSINESS OPPORTUNITY OR ANY OTHER
DAMAGES; REGARDLESS OF WHETHER THE OWNER WAS OR HAVE BEEN ADVISED OF THE
POSSIBILITY OF THE SAME AND TOOK NO ACTION TO PREVENT THE SAME.
c. Without limiting the forgoing, the Owner total liability for any damages arising
hereunder shall never exceed the total commissions paid and payable by the Owner
pursuant to the terms hereof.
19. CONFIDENTIALITY
In the event that any information is disclosed to the Recipient through the Recipient
participation in the Affiliate Program related in any way to the Owner company
and business which the Owner deem to be confidential and proprietary, the
Recipient agrees to hold such information in the strictest of confidence and not
to disclose such information to any other party or to use any such information
for the Recipient own purposes. Confidential information will include any
information regarding the Owner changes or modifications to this Agreement or
this Affiliate Program (which the Owner shall have no obligation to make) or any
special treatment that the Recipient may receive (which the Owner reserves the
right to provide in its sole discretion to any affiliate). Confidential
information shall also include any and all information related to the Owner’s
business, business plans, marketing plans, user statistics, financial
information, pricing, profits, membership information, affiliations, sales
information, and all other information which the Owner considers to be
confidential and proprietary.
20. INDEMNIFICATION
The Recipient hereby indemnifies and holds the Owner, and all of the Owner
stockholders, officers, directors, employees, contractors, affiliates, agents,
successors and assigns harmless from and against any and all claims,
liabilities, damages, actions, causes of action, suits, threats, demands,
settlements, including all costs and attorney fees related thereto, that the
Owner may incur and which are based in whole or in part upon the Recipient
participation in the Affiliate Program, any claims that any of the Recipient
trademarks and other proprietary material infringe upon the rights of any other
party, the Recipient breach of any term, covenants, condition, representation or
warranty contained in this Agreement or any policies of participation in the
Affiliate Program, or any claim related directly or indirectly to the Recipient
use, operation or the content of the Recipient’s web site.
21. GOVERNING LAW
This Agreement shall be interpreted under the laws of the State of Pennsylvania. Any
and all legal actions relative hereto shall be in the courts of Pennsylvania.
22. RELATIONSHIP OF THE PARTIES
The parties hereto are independent contractors and nothing contained herein shall be
interpreted as creating any relationship other than that of independent
contracting parties. The parties shall not be construed as being partners, joint
venturers, shareholders, employer/employee, agent/servant. The Recipient has no
power or authority to bind the Owner to any obligation, agreement, debt or
liability. The Recipient shall not hold itself out as an agent or representative
of the Owner.
23. NOTICES
Notices to the Owner shall be by certified mail, return receipt requested
addressed to the address contained in this Agreement, or such other address that
the Owner provide notice of to the Recipient via Email or by posting the same on
the Affiliates section of the Owner web site. Notices to the Recipient shall be
by Email addressed to the Email address that the Recipient provided to the Owner
in the Recipient Affiliate Program Application or by posting such notices on the
Affiliate section of the Owner’s web site. It shall be the Recipient
responsibility to check the Affiliate section of the Owner web site periodically
to monitor all notices set forth thereon.
This Agreement is only for the benefit of the party that the Recipient list in the
Affiliate Program Application. The Recipient shall have not right to assign this
Agreement or any benefits or obligation hereunder to any other party or legal
entity. Any attempted assignment shall be void.
25. ENTIRE AGREEMENT
This Agreement sets forth the entire agreement and understanding between the parties
with respect to the subject matter hereof and supercedes any and all prior
discussions, understandings, agreements, representations, warranties or
covenants between the parties related to the subject matter hereof. This
Agreement may only be amended by a writing signed by the authorized
representative of each of the parties, except as otherwise set forth herein. Any
waiver of a breach or default under this Agreement shall not constitute a waiver
of any subsequent or other breach or default and shall not serve to modify the
agreements set forth herein.
If any provision or term of this Agreement is held to be invalid for any reason, it
shall not effect the enforceability of the remainder of this Agreement or any
other term or condition of this Agreement.
BY SUBMITTING YOUR REGISTRATION FORM, YOU ARE AGREEING TO ALL TERMS AND CONDITIONS
SET FORTH IN THIS DOCUMENT. IT IS YOUR SOLE RESPONSIBILITY TO READ AND
UNDERSTAND THESE TERMS BEFORE REGISTERING AS AN AFFILIATE OF
BIZ-LAUNCH-AFFILIATES.COM
