AFFILIATE AGREEMENT
This agreement contains the complete terms and conditions that apply
to an individual's or entity's participation in the sell1on1.com
Affiliate Program (the "Program"). As used in this Agreement, "we"
means sell1on1.com, and "you" means the applicant. "Site" means a
World Wide Web site and, depending on the context, refers either to
sell1on1.com located at the URL www.sell1on1.com, or to the
site that you will link to our site (and which you will identify in
your Program application).
1. Enrollment in the Program
To begin the enrollment process, you will submit a complete
Program application via our site. We will evaluate your
application in good faith and will notify you of your acceptance or
rejection. We may reject your application if we determine (at our
sole discretion) that your site is unsuitable for the Program.
Unsuitable sites include, but shall not be limited to, those that:
Promote violence;
Promote pornography and sexual content;
Promote discrimination based on race, sex, religion, nationality,
disability, sexual orientation, or age;
Promote illegal activities;
Attempt to copy and/or assume the creative or business identity of
sell1on1.com in any manner; and/or,
Otherwise violate intellectual property rights.
Utilize parasite software Spam
If we reject your application, you are welcome to reapply to the
Program at any time. You should also note that if we accept your
application and your site is thereafter determined (at our sole
discretion) to be unsuitable for the Program, we may terminate this
Agreement at any time.
2. Links on Your Site
Once you have been notified that your site has been accepted into
the Program, you may provide on your site one or more of the various
links to our site that will be made available to you through our
Affiliate Web Site. sell1on1.com will occasionally change the
appearance and type of links made available to Affiliates.
sell1on1.com may change the appearance of these links and may
make changes to their appearance at any time without your prior
consent or notification.
To permit accurate tracking, reporting, and referral fee accrual, we
will provide you with special "tagged" link formats to be used in
all links between your site and our site. You must ensure that each
of the links between your site and our site properly utilizes such
special link formats. Links to our site placed on your site pursuant
to this Agreement and which properly utilize such special link
formats are referred to as "special links." You will only earn
referral fees with respect to activity on our site occurring
directly through special links. We will not be liable to you with
respect to any failure by you to use special links, including to the
extent that such failure may result in any reduction of amounts that
would otherwise be paid to you pursuant to this Agreement.
3. Order Processing
We will process product orders placed by customers who follow
special links from your site to our site. We reserve the right to
reject orders that do not comply with any requirements that we
periodically may establish. We will be responsible for all aspects
of order processing and fulfillment. Among other things, we will
prepare order forms; process payments, cancellations, and returns;
and handle customer service. We will track sales made by customers
who purchase products using special links from your site to our site
and will make available to you reports summarizing this sales
activity. The form, content, and frequency of the reports may vary
from time to time at our discretion.
4. Referral Fees
We will pay you (in accordance with Sections 5 and 6 below) referral
fees on certain product sales to third parties. For a product sale
to be eligible to earn a referral fee, the customer must follow a
special link from your site to our site, select and purchase the
product using our automated ordering system, accept delivery of the
product at the shipping destination, and remit full payment to us.
Any phone orders which have your broker number quoted will also be
eligible if all other qualifications are met.
5. Referral Fee Schedule
You will earn referral fees based on qualifying revenues according
to referral fee schedules to be established by us. "Qualifying
revenues" are revenues derived by us from our sales of
sell1on1.com products. The current referral fee schedule is:
The Base Commission rate on sell1on1.com will be up to and/or equal to
60
percent (60%) of Net Sales for Qualifying Revenues. Other options
are available on our Affiliate form and each sale will be tracked.
6. Referral Fee Payment
If your earned commission has reached US$25 or more, we will send you
a check by mail on the 15th of the following month. If you earned
less than US$25 your commission will be rolled over into the next
month's earnings. We will send you a check for the referral fees
earned on your sales of sell1on1.com products that were shipped
during that month, less any taxes that we are required by law to
withhold. The parties agree the referral fees include all applicable
tax(es) chargeable, including Goods and Service Taxes. You will
remit the tax(es) as required by law.
7. Reports of Sales
You will be given the ability to enter a password-protected site to
receive your sales statistics on a daily basis.
8. Policies and Pricing
Customers who buy products through this Program will be deemed to be
customers of sell1on1.com. Accordingly, all sell1on1.com
rules, policies, and operating procedures concerning customer
orders, customer service, and product sales will apply to those
customers. We may change our policies and operating procedures at
any time. For example, we will determine the prices to be charged
for products sold under this Program in accordance with our own
pricing policies. Product prices and availability may vary from time
to time.
It is further the policy of sell1on1.com that marketing of any of
its products by way of "SPAM" e-mail is prohibited. Any and all
affiliates (and prospective affiliates) who participate in the use
of "SPAM" e-mailing for anything pertaining to the business of
selling orchids will be disqualified from our affiliate program
without notice.sell1on1.com will not accept responsibility for
any "SPAM" e-mails sent by an affiliate pertaining to
sell1on1.com. SPAM, for the purposes of this agreement is defined
as the sending of unsolicited e-mail on the internet. From the
sender's point of view, it is a form of bulk mail, often to a list
culled from subscribers to a usenet discussion group or obtained by
companies that specialize in creating e-mail distribution lists.
Some apparently unsolicited e-mail is, in fact, e-mail people have
agreed to receive when they register with a site and check a box
agreeing to receive postings about particular products or interests.
This is known as both opt-in e-mail and permission based e-mail.
9. License
We grant you a right to use the graphic image and text provided for
Affiliates on the Affiliates Web Site and such other images for
which we grant express permission, solely for the purpose of
identifying your site as a Program participant and to assist in
generating product sales. You may modify the graphic image or text,
or any other of our images, in any way.
10. Responsibility for Your Site
You will be solely responsible for the development, operation, and
maintenance of your site and for all materials that appear on your
site. Without limiting the foregoing, you will be solely responsible
for:
· The technical operation of your site and all related equipment ·
The accuracy and appropriateness of materials posted on your site
(including, among other things, all product-related materials) ·
Ensuring that materials posted on your site do not violate or
infringe upon the rights of any third party (including, for example,
copyrights, trademarks, privacy, or other personal or proprietary
rights) · Ensuring that materials posted on your site are not
libelous or otherwise illegal. We disclaim all liability for these
matters. Further, you will indemnify and hold us 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 of the Agreement
The term of this Agreement will begin upon our acceptance of your
Program application and will end when terminated by either party.
Either you or we may terminate this Agreement at any time, with or
without cause, by giving the other party 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 our site, and all sell1on1.com trademarks, trade dress
and logos, and all other materials provided by or on behalf of us to
you pursuant hereto or in connection with the Program. You are only
eligible to earn referral fees on our sales of sell1on1.com
products occurring during the term, and referral fees earned through
the date of termination will remain payable only if the related
orders are not cancelled or returned. We may withhold your final
payment for a reasonable time to ensure that the correct amount is
paid.
12. Modification
We may modify any of the terms and conditions contained in this
Agreement, at any time and at our sole discretion, by changing this
agreement as posted on our site. Modifications may include, for
example, changes in the scope of available referral fees, referral
fee schedules, payment procedures, and Program rules. IF ANY
MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO
TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE
PROGRAM FOLLOWING CHANGES TO THIS AGREEMENT ON OUR SITE WILL
CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
13. Relationship of Parties
You and we 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 our behalf. You will not make any statement,
whether on your site or otherwise, that reasonably would contradict
anything in this Section.
14. Limitation of Liability
We will not be liable for indirect, special, or consequential
damages (or any loss of revenue, profits, or data) arising in
connection with this Agreement or the Program, even if we have been
advised of the possibility of such damages. Further, our 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. Indemnity.
You agree to release, indemnify and hold sell1on1.com, its
contractors, agents, employees, officers, directors and affiliates
harmless from any and all liabilities, claims and expenses including
legal fees, of third parties relating to or rising under this
Agreement and of the use of images, including without limitation
infringement by you or someone else (such as your website host) of
any intellectual property or other proprietary right of any person
or entity, or from the violation of any of sell1on1.com operating
rule or policy relating to the use of the images provided. When
sell1on1.com is threatened with suit by a third party,
sell1on1.com may seek written assurances from you concerning your
promise to indemnify sell1on1.com; your failure to provide that
assurance may be considered by sell1on1.com to be a breach of
your Agreement and subject to termination by sell1on1.com.
16. Disclaimers
We make 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, noninfringement, or any implied warranties arising
out of a course of performance, dealing, or trade usage). 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.
17. Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL
ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE 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 |