This AFFILIATE AGREEMENT (_Agreement_) contains the terms and conditions that apply to your participation as an affiliate (_you,_ _yours,_ or _Affiliate_) in the Affiliate Network of Revizzit, L.L.C. (_we,_ _us,_ _our,_ or the _Company_), having an address of 530 S Lake, Suite 168, Pasadena, CA 91101.
The Affiliate Network allows Affiliates to advertise and promote Products that Producers make available on the Revizzit Platform or Service. The Affiliates represent the Producers' Products and are paid by the Producers.
Affiliate acknowledges that it may participate in the Affiliate Program only under the terms and conditions set forth below, and that subsequent to Company accepting this Agreement, Company will, in its sole discretion, determine whether to accept Affiliate into Revizzit Affiliate Program.
Revizzit entities expressly disclaim any all warranties of any kind, express, implied, or statutory, relating to the Affiliate Network program associated with the use of the Revizitt service. Affiliates may advertise and promote Producer's products that Producer places on the Revizzit platform or service, but any liabilities, disagreements, or breaches of any agreements between Producer and Affiliate are strictly between Producer and Affiliate.
A. Hold Harmless.
You understand that Company and/or their assigns do not guarantee or predict any type of profit, sales, or other response from reselling Producers' products available on Revizzit Affiliate agrees to hold Company harmless from and against any and all losses, claims, expenses, suits, damages, costs, demands or liabilities, joint or several, of whatever kind or nature which Company and/or their assigns may become subject to arising out of or relating in any way to your participation as an affiliate, including, without limitation, in each case attorney’s fees, costs and expenses actually incurred in defending against or enforcing any such losses, claims, expenses, suits, damages or liabilities.
You are solely and fully responsible for any and all costs and expenses that you incur in the marketing of the Company, Company products and services and Company’s Affiliate Program. You agree to hold Company harmless from same.
B. Relationship of Parties.
You, the Producers and Company are independent parties, 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 Company’s behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict this statement.
All Affiliates must be 18 years of age or older. If you are under 18 years of age, you are not permitted to be an Affiliate.
C. Prices & Awards.
You cannot discount the effective price for any products or services of the Producers through the use of cash rebates, gift cards, or any other cash equivalent prize.
Commissions will be caluclated based on either a percentage of sales or a fixed dollar amount as indicated by the Producer for each product that they offer as available for Affiliate marketing and sales, minus the amount of any returns within 30 days. Commissions will not be paid for any recurring membership or service fees. For a sale to generate a commission to you, the customer must complete the order form and remit payment for the product ordered. Commissions will only be paid on sales that are made through qualified Affiliate links. The Producer will NOT pay commissions to you on any sale to yourself or to any family member at the same address.
Commissions are assigned to the proper affiliate identification based on the last cookie associated with the sale. Producers reserve the right to modify the affiliate id associated with a sale upon a Customer’s specific request to make sure that a certain affiliate received credit for the sale, but such adjustment must be requested by the Customer within thirty (30) days of the order date.
Affiliate earnings are paid by Producers directly to affiliates within 30 - 60 days after the 30 day return period. The method of payment will be determined by the Producer. Revizzit is not responsible for commission to any affiliate.
You are solely responsible for ensuring that your Affiliate Link is set up properly to have sales tracked and recorded to qualify for commissions. Company is not responsible for the failure to assign any sale or commissions to you if the same results from the improper formatting of any affiliate links.
Producers will only pay you commissions on sales that are tracked through Affilaite Network's tracking system and indicate you as the source of the visit to Company Website. You have no right to commissions if a buyer later returns to the Company site through another Affiliate link or source and makes a purchase.
You have no right to commissions based upon later sales, or ongoing membership or service fees to that Customer, or where cookies are used, overwritten, or deleted, even where the customer first arrived at the Company site through your Affiliate link. Commissions will only be paid when the buyer makes a purchase on the same visit using your Affiliate Link or with your cookie indicating you as the Affiliate, except when the modification provision above is applied because of a Customer’s specific request to modify the affiliate.
E. Term and Termination.
The term of this Agreement will begin when you accept the Agreement, and will end when terminated by either party. Either the Company or you 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, all licenses granted hereunder shall immediately terminate and you will immediately cease use of, and remove from Affiliate's Website, all links to Company’s Website and all other materials provided in connection with this Agreement, if any. You are only eligible to earn commissions on sales occurring during the Term, and commissions earned through the date of termination with remain payable only if the product orders are not canceled. Company may withhold final payment for a reasonable time to ensure against cancellation.
F. Limitation of Liability.
COMPANY MAKES NO WARRANTIES TO YOU OF ANY KIND, EXPRESSED OR IMPLIED, WITH RESPECT TO THE SERVICE COMPANY, ITS SUBCONTRACTORS AND AFFILIATES PROVIDE TO YOU. COMPANY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS OF THIS SERVICE FOR A PARTICULAR PURPOSE. Company shall not be liable for any damages suffered by you, whether indirect, special, incidental, exemplary, or consequential, including, by not limited to, loss of data or service interruptions, regardless of cause or fault. Company is not responsible for your lost profits or for your loss of data or information.
If notwithstanding this clause Company is held liable to you, Company’s aggregate liability arising with respect to this Agreement and the Affiliate Program will not exceed the total commissions paid or payable to you under to this Agreement. Further, Company’s obligations and Affiliate remedies are solely and exclusively as described and limited in this Agreement and if applicable, on the Company’s Web Site Affiliate information.
G. Acceptable/Unacceptable Use.
You agree: (1) to use Company’s system in a manner that is ethical and in conformity with community standards; (2) to respect the privacy of other users (you shall not intentionally seek data or passwords belonging to other users, nor will you modify files or represent yourself as another user unless explicitly authorized to do so by that user); (3) to respect the legal protection provided by copyright law, trade secret law, or other laws protecting intellectual property. 4) to accept commercial emails from us.
You also agree to only present Company, Company products and services as set forth by Company, as stated in Web Site or Company materials. You will make no claims regarding potential income, earnings, products, or services beyond what is stated by the Company or in Company Web Site. You also agree not to reproduce commission checks or distribute commission checks in any form or by any means. You further agree not to disparage Company, Company products or services other Company Affiliates in any manner. You understand that disparagement may result in the immediate termination of Affiliate account with a cancellation of any pending commissions.
You also agree to comply with the revised FTC guidelines that took effect on December 1, 2009. Company does not authorize you to use any testimonials with its products, except any that Company has on the pages hosted by Company. You hereby agree not to use fake testimonials or to otherwise engage in practices that would violate any federal or state advertising laws. Failure to comply with this provision can result in immediate termination of this Agreement and of your participation in the Affiliate Program, with no further commissions being owed to you.
If Company learns of a violation or likely violation of this Affiliate Agreement or Terms of Service, Company will attempt to notify you. If you do not take immediate remedial action that is satisfactory to Company, or in the event of a serious violation of this Affiliate Agreement or Terms of Service, Company reserves the right to terminate your account immediately. Every effort will be made to inform you prior to account termination, and to re-establish your account upon receiving such representations from you as Company deems appropriate in the circumstances.
YOUR SERVICE WILL BE TERMINATED IMMEDIATELY AND WITHOUT WARNING SHOULD YOU VIOLATE THE CAN-SPAM ACT AND SEND ANY UNSOLICITED BULK EMAIL CAMPAIGN. You may also be subject to fines and legal actions because of your unsolicited bulk email promotion.
This agreement is personal to you. You may not assign your rights under this agreement without Company’s prior written consent. Company may assign this agreement at any time.
I. Change of Terms and Conditions.
Company reserves the right to change the terms and conditions of this agreement at its sole discretion. Use of Company’s servers by you after said changes constitutes acceptance of those new terms and conditions. If you do not agree to the new terms and conditions, you may terminate this agreement in accordance with Section E herein regarding Term and Termination.
J. Notification of Account Changes.
You agree to provide Company with such other information relating to your participation in this Affiliate Program as Company deems necessary or desirable. You agree to notify Company if your address, email address, telephone number, payment information changes.
All notices, requests, demands, and other communications under this agreement shall be in writing and shall be deemed to have been given on the date of delivery: if delivered personally to the party to whom notice is to be given; if sent by electronic mail with a cc: to sender; if sent by fax; or on the third day after mailing by first class mail.
L. LICENSES AND GOODWILL PRESERVATION
Company shall have the right, but not the obligation, to approve, in its sole and absolute discretion and with due regard to the protection and preservation of the goodwill of the Product any promotional, advertising, or marketing item used by the Affiliate. The Affiliate shall make all deletions and modifications suggested by Company on any site where the Product is mentioned.
The Affiliate shall acknowledge and clearly identify and respect that all proprietary information, trademarks, copyrights and all other similar rights in and arising out of the Products are, and shall continue to be, the exclusive property of the Products' Producer In the event the Affiliate learns of any claim or allegation that the Product infringes upon or violates any intellectual property or proprietary rights of a third party, or contains any unlawful, libelous, or untrue statement, it shall immediately notify Producer so as to enableProducer to defend, settle or otherwise resolve the claim or allegation in a manner that Producer deems appropriate in its sole discretion.
Customers who purchase the Product through the Program shall be deemed customers of the respective Producer, and the Affiliate shall refer all Product-related questions, requests or queries to appropriate Producer..
The Affiliate shall not make or give to a customer or a potential customer any warranty, representation or other statement concerning the Product without first obtaining the written consent of Company.
M. Miscellaneous Provisions.
The subject headings of the articles and sections are for convenience only, and shall not affect the construction or interpretation of any of its provisions. If any portion of this agreement is found invalid or unenforceable, that portion shall be severed and the remainder of this agreement shall remain in force. This agreement constitutes the entire agreement between us pertaining to its subject matter and supersedes all of prior agreements, representations, and understandings. Subject to Section I regarding Change of Terms and Conditions, no supplement, modification, or amendment of this agreement shall be binding unless executed in writing by both parties. No waiver of any of the provisions of this agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. If an organization is the Affiliate, the individual signing up for the Affiliate Program represents that he or she is duly authorized to enter into this agreement on behalf of that organization. In the event of a dispute, the parties agree to submit the matter to the Community Dispute Resolution Service or any recognized Arbitration Board located within the State of California, County of Los Angeles, before instituting litigation.