This Agreement contains the complete terms and conditions that apply to your participation in the iTeraWeb Solutions Inc. Affiliates program, and the establishment of links from your Web site to the iTeraWeb Solutions Inc. web site. As used in this agreement, "you" means (and "your" refers to) the applicant seeking to participate hereunder in the Affiliate Program, "we" means (and "us", "our" and "ours" refer to) iTeraWeb Solutions Inc., and "Product" means any and all items offered for sale by us on the iTeraWeb Solutions Inc. web site.
1. Enrollment.
To begin the enrollment process, you will submit a complete Affiliate Program Application via our partners website shareasale.com. We may reject your application if we determine, in our sole discretion, that your site is unsuitable for the Affiliate Program for any reason, including, but not limited to, if your site: incorporates images or content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable such as sites that: depict sexually explicit images; promote violence; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promote illegal activities or incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights (collectively "Content Restrictions").
2. Promotion.
As an Affiliate Site, we will make available to you banner advertisements, button links to our site and/or text links to our site, containing, the iTeraWeb Solutions logo and words identifying the products or promotions on our site (each of these links sometimes being referred to herein as "Links" or, individually, as a "Link"), which, subject to the terms and conditions hereof, you may display as often and in as many areas on your site as you desire. The Links will serve to identify your site as a member of our Affiliate Program and will establish a link from your site to ours.
3. Utilizing our Links.
In utilizing the Links, you agree that you will cooperate fully with us in order to establish and maintain such Links. All Affiliate Sites shall display such graphic images prominently throughout your site as you see fit and with our consent. You shall not alter, modify or expand the Links in any way; however, a Link may be modified and/or expanded with our written consent. Each Link connecting users of your site to our site will in no way alter the look, feel, or functionality of our site. We have the right, in our sole discretion, to monitor your site at any time and from time to time to determine if you are in compliance with the terms of this Agreement.
4. Order Processing.
We will be responsible for providing all information necessary to allow you to make appropriate Links from your site to our site; however, all Links must be approved by us. We will process orders placed by customers who follow the Links from your site to the iTeraWeb Solutions site. We reserve the right to reject orders that do not comply with certain requirements, which we periodically may establish. We will be solely responsible for all aspects of order processing and fulfillment, including order entry, payment processing, shipping, cancellations, returns and related customer service. We will track the volume and amount of sales generated by your site and will make unaudited reports summarizing this sales activity available to you through our site. The form, content, and frequency of the reports may vary from time to time at our discretion. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Links between your site and our site are properly formatted.
5. Payment Terms.
Payment of commissions by iTeraWeb Solutions is subject to your earning a minimum commission of $65.00 USD (sixty five US dollars), and a withholding period of not less than 90 (sixty) days from the date of the last transaction surpassing the minimum commission threshold of $100.00 USD (one hundred US dollars). In the event of termination of this Agreement, iTeraWeb Solutions agrees to pay you any commissions then owing, subject to the withholding period of not less than 60 (sixty) days from the last transaction. If any customer acquired by you applies for a refund, charge-back or cancellation, the commission payable to you will be reduced by the amount refunded, charged-back or cancelled accordingly, regardless of when such refund, charge-back or cancellation is requested.
8. Policies and Pricing.
Customers who buy Products through the Affiliate Program will be deemed to be customers of iTeraWeb Solutions. Accordingly, all iTeraWeb Solutions rules, policies, and operating procedures concerning customer orders, customer service, and 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 the Affiliate Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect items that you already have listed on your site, you may not include price information in your descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular Product.
9. Use of iTeraWeb Solutions Logos and Trademarks.
We grant you a non-exclusive, nontransferable, revocable right to access our site through links solely in accordance with the terms of this Agreement, and solely in connection with such links, to use our logos, trade names, trademarks and similar identifying material (collectively "Licensed Material") solely for the purpose of selling Products on your site for iTeraWeb Solutions. You may not alter, modify or change the Licensed Material in any way. You are only entitled to use the Licensed Material to the extent you are a member, in good standing, of the Affiliate Program.
You shall not make any specific use of any Licensed Material for purposes other than selling Products for iTeraWeb Solutions, without first submitting a sample of such use to us and obtaining our prior written consent. You agree not to use the Licensed Material in any manner that is disparaging or that otherwise portrays iTeraWeb Solutions in a negative light. We reserve all of our rights in the Licensed Material, and all other intellectual property rights. We may revoke the rights granted to you pursuant to this section at any time by giving you written notice. You shall obtain no rights in and to the Licensed Material. The rights granted to you pursuant to this section shall terminate upon the effective date of the expiration or termination of this Agreement.
10. Use of your Logos and Trademarks.
You grant to us a non-exclusive license to utilize your names, titles, logos, and trademarks (collectively the "Affiliate Marks"), and to advertise, market, promote, and publicize in any manner our rights hereunder; provided, that we shall not be required to so advertise, market, promote, or publicize. You hereby represent and warrant that you are the sole and exclusive owner of the Affiliate Marks and have the right and power to grant to us the license to use same in the manner contemplated herein, and such grant does not or will not breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon you; or infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity. This license shall terminate upon the effective date of the expiration or termination of this Agreement.
11. Obligations Regarding 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. You hereby represent and warrant to us that materials posted on your site do not violate or infringe upon the rights of any third party, and that materials posted on your site are not libelous or otherwise illegal. We disclaim all liability for all such matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses relating to the development, operation, maintenance, and contents of your site.
12. Term of the Agreement.
The term of this Agreement will begin upon our acceptance of your Affiliate 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 notice of termination. You are only eligible to earn a commission on sales occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.
13. Modification.
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion. Notice of any change by e-mail, to your address on our records, or the posting on our site of a change notice or a new agreement, is considered sufficient notice to you of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliate Program rules. If any modification is unacceptable to you, your recourse is to terminate this Agreement. Your continued participation in the Affiliate Program following our posting of a change notice or a new agreement on our site will constitute binding acceptance of the change. Except for any such modifications, this agreement constitutes the sole and entire agreement of the parties.
14. Relationship of Parties.
You and iTeraWeb Solutions 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.
15. Disclaimers.
We make no express or implied warranties or representations with respect to the Affiliate Program or any Product or other items sold through the Affiliate Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of 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.
16. Warranties.
THE AFFILIATE PROGRAM, INCLUDING ALL SERVICES PROVIDED IN CONNECTION WITH THE AFFILIATE PROGRAM, ARE PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, ITERAWEB SOLUTIONS DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE PROGRAM, INCLUDING THE SERVICES PROVIDED IN CONNECTION WITH THE PROGRAM. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH PARTICIPATION IN THE PROGRAM IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS IN THE DOWNLOAD OF SUCH MATERIAL. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.
17. Indemnification.
You hereby agree to indemnify, defend, and hold harmless iTeraWeb Solutions and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (a) any claim that our use of the Affiliate Marks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or another proprietary right of any third party, (b) any misrepresentation or alleged breach of a representation or warranty or alleged breach of a covenant and agreement made by you herein, or (c) any claim related to your site including, without limitation, content therein not attributable to us.
18. Limitations 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 Affiliate Program. Further, our aggregate liability arising with respect to this Agreement and the Affiliate Program will not exceed the total commission fees paid or payable to you under this Agreement.
17. Confidentiality.
Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees 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 you, respectively, 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 such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
21. Choice of Law.
This Agreement is governed by the laws of Ontario, Canada. Any action relating to this Agreement must be brought in the federal or province courts located in Ontario and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Any purposed assignment in violation hereof shall be null and void. Subject to that restriction, this Agreement will be binding on and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement.
|
