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car warranties
YourACM Affiliate Program Agreement
YourACM's Affiliate Program Agreement ("Agreement") contains
the complete terms and conditions that apply to your participation
in the YourACM.com Affiliate Program (the "Program") of YourACM,
Inc., a Arizonacorporation ("we," "us," "ours").
1. Enrollment in the Program. Participation in the Program
gives the affiliate ("you") the opportunity to earn commissions
from sales of YourACM products. To begin the enrollment process,
you must submit an application form. We will evaluate your application
and notify you via email whether or not you have been accepted
to participate in the Program. We may reject your application
if we determine in our sole discretion that your web site ("Site")
is unsuitable for participation in the Program. Unsuitable web
sites include, but are not limited to, those that:
(a) Contain sexually explicit or obscene materials, or other
offensive materials;
(b) Advocate discrimination based on race, sex, religion, nationality,
disability, sexual orientation, age, or other impermissible
criteria;
(c) Promote or engage in illegal activities;
(d) Violate intellectual property rights of third parties;
(e) Contain or promote deceptive information; or
(f) Promote gambling.
By applying to participate in the Program, you are representing
to us that your Site does not do any of the items noted in clauses
(a) through (f) and, if you are accepted to participate in the
Program, you agree that your Site will not engage in any of
the items described above during the period of your participation.
2. Links. If you are accepted to participate in the Program,
we will make available to you for use on your Site the following
items: banners, buttons, icons, text links, and other items
("Links"), subject to the terms and conditions hereof. The Links
will link to one of our URLs, where visitors may purchase YourACM
products. You may post as many Links on your Site as you like.
The position, prominence, and nature of the Links on your Site
shall comply with any requirements specified by us, but otherwise
will be at your discretion.
3. Commissions.
"Qualifying Link" means a direct link from your Site to our
web site established in accordance with our technical requirements.
There will be no Commissions or other fees or consideration
payable to you other than as specifically stated herein.
We will process sales orders placed by customers who follow
links from your site to the YourACM.com 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
and cancellations; and handle customer service. We will track
sales made to customers who purchase products from YourACM using
links from your site to our store and will provide you reports
summarizing this sales activity. To permit accurate tracking,
reporting, and fee accrual, you must ensure that the links between
your site and our site are created with the correct Source ID
code provided by us.
Subject to the terms and conditions of this Agreement, we will
pay you a commission on all net product sales to third parties.
For a sale to generate a commission, the customer must follow
a link from your site to YourACM.com, purchase product(s) using
our automated ordering system and remit full payment to us.
You will earn a commission based on a bounty per product sale
purchased from YourACM, according to fee schedules to be established
by us.
You will earn a commission of $10 per product sold from YourACM.com.
The fee schedule is subject to change without notice. You will
also receive any bonus payments as are posted on the website
from time-to-time.
We will pay you, or cause you to be paid, within thirty (30)
days after the end of each calendar month; the commissions owed
you in accordance with the above-mentioned commission structure.
Commission checks will be for the applicable amount of commissions
(less any chargebacks, returns, fraudulent credit card information
or taxes required to be withheld pursuant to applicable law).
4. Termination; Effect on Commissions; Modification.
4.1 This Agreement shall be effective on the date we accept
your application form and shall continue until terminated by
either party. Either you or we may terminate this Agreement,
with or without cause, by giving written notice to the other
party in the manner specified in Section 12.
4.2 You will not have the right to receive any further Commissions
following the termination of this Agreement, regardless of whether
or not you or we terminate or whether or not the termination
was with or without "cause."
4.3 We reserve the right, in our discretion, to change the terms
of this Agreement from time-to-time. We will notify you of any
such changes in the manner specified in Section 12. Changes
may include, without limitation, changes in the commission structure
or payment procedures. If you do not agree with the changed
terms and conditions, your only recourse is to terminate this
Agreement. Your continued participation in the Program after
you have been notified of the changes to the terms of this Agreement
shall constitute your agreement to the changed terms and conditions.
5. Licenses, Marks. We grant you a non-exclusive, non-transferable,
royalty-free, revocable license (a) to access our web site through
the Links and (b) to use our logos, domain names, trade names,
trademarks, service marks, and similar identifying material
(collectively, "Our Marks") included in the Links for the sole
purpose of promoting YourACM products through your Site as contemplated
by this Agreement. No right, property, license, or interest
in any of Our Marks is intended to be given by us to you or
acquired by you under this Agreement, except as stated in the
preceding sentence. You may not alter, modify, or change Our
Marks in any manner. You may not use Our Marks in any manner
that is disparaging or otherwise portrays us in a negative light.
Upon termination of this Agreement, you agree to return to us
all property and non-public information you received from us
and agree to promptly cease using Our Marks. You agree not to
challenge the validity of, adopt, or register or attempt to
register with any domestic or foreign government, quasi-governmental
authority, or domain name registrar, the marks "YourACM.com",
"YourACM" or any confusingly similar or derogatory derivation
thereof as a trademark, service mark, Internet domain name,
trade name, or similar item. You may not use or infringe upon
the logos, trade names, trademarks, service marks and similar
identifying material or other intellectual property of the third
party that administers the Program, without their express prior
written consent.
6. Publicity; Promotional Activities. You may not make
any public announcements about your participation in the Program
or about the third party that administers the Program or engage
in any promotional activities (other than inserting Links on
your Site) pertaining to your participation in the Program,
without our prior written consent. You agree not to publish
or otherwise make any representations, warranties, or other
statements concerning us, our web sites, or YourACM's products,
except as expressly authorized by us in writing. We may, in
our discretion, announce your use of the Links on your Site,
and otherwise advertise, market, promote, and publicize this
Agreement in any manner, including listing your name and company
logo(s) on our web site.
7. Your Responsibilities. You agree to indemnify, defend,
and hold harmless us and our affiliates, directors, officers,
employees, and agents, from and against any and all liability,
claims, losses, damages, injuries, or expenses (including reasonable
attorneys' fees) relating to (a) the contents, development,
operation, and maintenance of your Site, (b) your breach of
this Agreement or any of the terms hereunder, (c) any misrepresentation
or breach of a covenant or agreement made by you in your application
form, or (d) any claim that our use of your Marks infringes
on any trademark, trade name, service mark, copyright, license,
intellectual property, or other proprietary right of any third
party. You are responsible for the contents, development, operation,
and maintenance of your Site. You are responsible for ensuring
that your Site complies with all applicable copyright and other
laws. We will not be responsible if your use of another party's
copyrighted or other proprietary material is in violation of
the law. You agree to maintain in confidence any information
we provide you pertaining to us or the third party that administers
the Program that is designated as "confidential," "proprietary,"
or the like or is disclosed in circumstances of confidence,
or would be understood by a receiving party, exercising reasonable
business judgment, to be confidential.
8. Anti-Fraud Measures and Forfeitures. We will, from time-to-time,
utilize techniques designed to identify fraudulent activities.
You understand and agree to cooperate with such efforts as we,
in our sole discretion, deem necessary to identify such attempts
at fraud. You further agree that if, for any reason, you or
others acting on your behalf are suspected of fraud or other
breach of this Agreement, we may, in our sole discretion, suspend
or terminate your participation in the Program, retain any unpaid
monies, and seek prosecution to the fullest extent of the law.
Any retained monies shall be in addition to, not in lieu of,
any actual or punitive damages, or right to seek other remedies
under law, including, but not limited to, disgorgement of any
prior monies paid. You also understand and agree that we may
utilize and disclose any personally identifiable information
we maintain about you for purposes of seeking remedies under
law for any breach of this Agreement.
9. Solicitation of YourACM's Subscribers. You will not
send unsolicited, commercial email (i.e., "Spam") to YourACM
customers if your only business relationship with them is that
they clicked through your Site to our web site through the Links.
10. Disclaimer of Liability. OUR ONLY OBLIGATION TO YOU
HEREUNDER IS TO PAY YOU THE COMMISSIONS. IN NO EVENT WILL WE
BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT,
INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES
OF ANY KIND (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF
PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION,
OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY. THIS LIMITATION OF LIABILITY
APPLIES WHETHER ANY OF SUCH EVENTS WAS ADVERTENT OR INADVERTENT,
INTENTIONAL OR UNINTENTIONAL, JUSTIFIED OR NOT, NEGLIGENT OR
GROSSLY NEGLIGENT, OR BROUGHT UNDER A CAUSE OF ACTION IN CONTRACT,
TORT, STRICT LIABILITY, OR OTHERWISE. SOME JURISDICTIONS DO
NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL,
SPECIAL, OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY
NOT APPLY TO YOU. IN ADDITION TO THE FOREGOING, OUR AGGREGATE
LIABILITY TO YOU ARISING WITH RESPECT TO THIS AGREEMENT AND
THE TRANSACTIONS CONTEMPLATED HEREBY UNDER ANY THEORY OF RECOVERY
SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU
UNDER THIS AGREEMENT. MOREOVER, AS BETWEEN YOU AND US, OUR WEB
SITE, THE LINKS, YourACM PRODUCTS ARE PROVIDED ON AN "AS IS,"
"AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER
EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF TITLE OR IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
OR WARRANTIES OF NON-INFRINGEMENT, OR WARRANTIES ARISING FROM
COURSE OF DEALING OR COURSE OF PERFORMANCE.
11. Arbitration. You agree to the resolution by binding
arbitration of all claims, demands, causes of action, disputes,
controversies, or other matters in question ("claims") brought
by you arising under this Agreement and the transactions contemplated
hereby. We reserve the right to bring court actions in any court
of competent jurisdiction to enforce our rights under this Agreement.
The claims shall be submitted to arbitration and finally settled
under the applicable rules of the American Arbitration Association
("AAA") in effect at the time the written notice of the claim
is received by us. The arbitration will be held in the city
of Tucson, Pima County, Arizona. The award and findings of such
arbitrator shall be conclusive and binding upon the parties,
and judgment upon such award may be entered in any court of
competent jurisdiction. Each party shall pay all costs and expenses
of its advisors. The costs and expenses of the arbitration proceedings
will be paid by the non-prevailing party or as the arbitrator
otherwise determines. Discovery will be permitted to the extent
directed by the arbitrator. You agree to pay our costs and expenses
(including reasonable attorneyıs fees) if we are required to
enforce this agreement to arbitrate against you.
12. Contact Info. You may contact us under this Agreement
at: info
We may contact you under this Agreement at the address, including
the email address, noted in your application form. Official
communications under this Agreement must be in writing and delivered
by (a) courier or certified mail to the addresses referenced
above or (b) via regular email or via and to the applicable
email addresses referenced above. A party may change the contact
information for sending and receiving notices by giving notice
in the manner as stated.
13. General.
13.1 Governing Law; Forum. This Agreement shall be construed,
interpreted, and governed by the laws of the State of Oklahoma
(without regard to the conflicts of law provisions thereof)
and applicable United States federal law. You hereby consent
to the personal jurisdiction of the federal and state courts
sitting in the county of Tucson, State of Arizona, USA.
13.2 Entire Agreement; Waiver. This Agreement and your application
form shall constitute the entire agreement between the parties
hereto pertaining to the subject matter hereof and supersedes
any and all prior written and prior or contemporaneous oral
agreements and understandings pertaining hereto. Any waiver
or modification of this Agreement shall only be effective as
provided in this Agreement or after an affirmation intended
to have the effect of a signature by the party sought to be
bound by the waiver or modification. In the event of any inconsistency
between the terms of this Agreement and the description of the
Program that appears on our web site, the terms of this Agreement
shall govern. Our failure to exercise any of our rights or remedies
hereunder or enforce any provision hereof shall not act as a
waiver of any such right, remedy, or provision.
13.3 Severability. If any part of this Agreement is found invalid
or unenforceable by a court of competent jurisdiction, that
portion shall be construed consistent with applicable law as
nearly as possible to reflect the original intentions of the
parties, and the remainder of this Agreement shall remain in
full force and effect.
13.4 Assignment; Survival. You may not assign this Agreement
or delegate your rights or obligations under this Agreement,
in whole or in part, and any such attempted assignment or delegation
will be void. We reserve the right to assign this Agreement
or delegate our rights or obligations under this Agreement.
All causes of action and any provisions of this Agreement which
by their nature are intended to survive termination, shall survive
termination of this Agreement.
13.5 Independent Parties. Nothing contained herein shall imply
any partnership, joint venture or agency relationship between
the parties, and neither party shall have the power to obligate
or bind the other in any manner whatsoever.
13.6 Binding Effect; Benefit. This Agreement shall inure to
the benefit of and be binding upon the parties hereto and, subject
to Subsection 13.4, their respective successors and assigns.
Nothing in this Agreement, expressed or implied, is intended
to confer on any person or entity other than the parties hereto
or their respective successors and assigns, any rights, remedies,
obligations, or liabilities under or by reason of this Agreement.
13.7 Injunctive Relief; Remedies. You acknowledge a violation
of this Agreement could cause irreparable harm to us for which
monetary damages may be difficult to ascertain or may be an
inadequate remedy. You, therefore, agree that we will have the
right, in addition to our other rights and remedies at law or
in equity, to seek preliminary injunctions unilaterally without
notice and final injunctions with notice, enjoining and restraining
any violation, or threatened or intended violation, of this
Agreement. Except where otherwise specified, the rights and
remedies granted to us under this Agreement are cumulative and
in addition to, and not in lieu of, any other rights or remedies
that we may possess at law or in equity.
13.8 Excuse of Performance. Neither party will be liable for,
or be considered in breach of or default under this Agreement
on account of, any delay or failure to perform as required by
this Agreement as a result of any causes or conditions which
are beyond such party's reasonable control and which such party
is unable to overcome by the exercise of reasonable diligence.
Please indicate your acceptance of the terms and conditions
of this Agreement by clicking
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