AFFILIATE AGREEMENT
This Operating
Agreement contains the complete terms and conditions that apply to You as an Affiliate
in the Affiliate Program of Referral Blast Website Promotion, LLC and the establishment of links from Your website to Our website.
By submitting
an application to join Referral Blast Affiliate Program, You are confirming that
you have read this Operating Agreement and agreed to be bound by its terms and
conditions.
Affiliate
Agreement Definitions
"We",
"Our", "Us", "Merchant" - Referral Blast Website Promotion, LLC (hereinafter referred to as "Referral Blast")
"You",
"Your" -the business, individual or entity applying for participation
in the Referral Blast Affiliate Program.
"Affiliate(s)"
- the business, individual or entity that displays Our products, services
and/or promotions on its internet site in exchange for receiving remuneration
from Us for sales resulting from such display.
"Affiliate
Site" - the Affiliate's internet site which displays Our products, services
and/or promotions.
"Net
Sales" - total dollars paid to Referral Blast for sales of its Referral
Blast product license minus any tax and other amounts, amounts due to credit card
fraud and bad debt, and credits for returns.
Requirements:
1. Enrollment
in the Affiliate Network
To begin the enrollment process, you must submit a completed Affiliate
Program Application. The Application can be found at www.ReferralBlast.com.
We will evaluate Your application in good faith and will notify You of Your acceptance
or rejection in a timely manner. We may reject Your application if We determine
(in Our sole discretion) that Your site is unsuitable for Our Affiliate Program
for any reason, including, but not limited to, inclusion of content that is, in
Our opinion, unlawful, harmful, threatening, defamatory, obscene, harassing, or
racially, ethnically, or otherwise objectionable. If We reject Your application,
You are welcome to reapply to the Referral Blast Affiliate Program at any time.
2. Promotion
of Our Affiliate Relationship
If You qualify and agree to participate as an Affiliate Site, We will make available
to You a variety of graphic and textual links (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 shall display prominently
throughout Your site as You see fit and with Our consent. The Links will serve
to identify Your site as a member of the Referral Blast Affiliate Program and
will establish a link from Your site to Ours. The Links may connect to any area
of Our site.
In utilizing
the Links, You agree that You will cooperate fully with Us in order to establish
and maintain such Links. You also agree that You will display on Your site only
those graphic or textual images (indicating a Link) provided by Us, and You will
substitute such images with any new images provided by Us from time to time throughout
the term of this Agreement. All Affiliate Sites shall display such graphic and/or
textual images prominently in relevant sections of their site. Any information
with respect to Us that is that is going to be displayed on Your site must be
provided by Us or approved by Us in writing in advance of any display. All Links
may be modified and/or expanded from time to time throughout the term of this
Agreement pursuant to the mutual agreement of the parties hereto. Each Link connecting
users of Your site to the pertinent area of Our site will in no way alter the
look, feel, or functionality of Our site. In addition, We encourage (but do not
require) You to include a Link to the home page of Our site.
3. Commissions
a. Commission rates will be paid to Affiliates based on initial licenses sold
or acquired through the Affiliate Site. Commission rates will be paid only for
the first license sold or acquired to any given business, individual or entity
and will not be payable for additional revenue that Referral Blast may derive now
or in the future, including but not limited to renewals, additional services,
products and setup fees. Sales generated through the Affiliate link entitle the
Affiliate to earn a cash commission based on the following structure:
See Paragraph
3 and 4 for restrictions
4.
Commission Determination
Only Referral Blast licenses that are (i) sold by Us, (ii) purchased by Customers
linking to Our site from Your site pursuant to a Link, (iii) delivered and/or
supplied by Us, and (iv) fully paid for will qualify for a commission (each, a
"Qualifying Purchase"). If a product or service that generated a commission
is returned, We will deduct the corresponding amount from Your next quarterly
payment. If there is no subsequent payment, We will bill You for the amount of
the commission erroneously paid.
Commission
rates will be based on the amount actually paid to Us for Net Sales of qualifying
purchases. Commissions will not be earned by the Affiliate for licenses purchased
if 24 or more hours elapsed after the time the Link was established from the Affiliate
Site to ReferralBlast.com.
5.
Commission Payment
When the total commissions due to You (based on Sections 3 and 4 above) exceed
one hundred dollars ($100), We will send a commission check for the applicable
commission (less any taxes required to be withheld under applicable law) and a
statement of activity to You. Such commission checks and statements of activity
will be sent approximately thirty (30) days after the end of each three-month
anniversary of the date hereof. If, at the end of one year no commission payments
have been made, Referral Blast will pay You the commission that has been earned
and those fees earned will be considered paid in full. THE MAXIMUM
AMOUNT AN AFFILIATE MAY EARN IN A GIVEN YEAR IS $100,000.
6. Obligations
Regarding Your Site
a. You will be solely responsible for the development, operation, and maintenance
of Your site and for all materials that appear on Your site. Such responsibilities
include, but are not limited to, the technical operation of Your site and all
related equipment; creating and posting product reviews, descriptions, and references
on Your site and linking those descriptions to ReferralBlast.com; the accuracy
and propriety of materials posted on Your site (including, but not limited to,
all Referral Blast Product and Services-related materials); ensuring that materials
posted on Your site do not violate or infringe upon the rights of any third party
and are not libelous or otherwise illegal. We disclaim all liability and responsibility
for such matters.
b. 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.
If You are not in compliance We may terminate this Agreement immediately.
7.
Referral Blast Responsibilities
We will be responsible for providing all information necessary to allow You to
make appropriate Links from Your site to Our site. We will be solely responsible
for processing every order placed by a customer following a special Link from
Your site and for tracking the volume and amount of sales generated by Your site.
We will be responsible for order entry, payment processing, shipping, cancellations,
returns, and related customer service. Any determination made by Referral Blast
regarding the foregoing shall be binding absent manifest error.
8.
Policies and Pricing
Customers who buy Referral Blast Products through the Affiliate Network will be
deemed to be Our customers. Accordingly, all of Our rules, policies, and operating
procedures concerning customer orders, customer service, and Referral Blast Product
and Services 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 Referral Blast Products sold under the Affiliate Network in accordance
with Our Own pricing policies. Prices and availability of Referral Blast Products
may vary from time to time and region to region. Because price changes may affect
products that You have listed on Your site, You may or may not be able to include
price information in Your product descriptions. We will use commercially reasonable
efforts to present accurate information, but We cannot guarantee the availability
or price of any particular product.
9. Emails
and Publicity
You shall not create, publish, distribute, permit, or transmit any written material
or electronic communications that makes reference to Us without first submitting
such material to Us and receiving Our written consent, which shall not be unreasonably
withheld.
10. Licenses
and Use of the Referral Blast Logos and Trademarks
a. WE GRANT YOU A NON-EXCLUSIVE, NON-TRANSFERABLE, REVOCABLE RIGHT TO (i) ACCESS
OUR SITE THROUGH THE LINKS SOLELY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT
AND (ii) SOLELY IN CONNECTION WITH SUCH LINKS, TO USE THE Referral Blast TRADEMARK
AND LOGO AND SIMILAR IDENTIFYING MATERIAL RELATING TO US (BUT ONLY IN THE FORM(S)
THAT THEY ARE PROVIDED BY US) (COLLECTIVELY, THE "LICENSED MATERIALS"),
FOR THE SOLE PURPOSE OF SELLING REFERRAL BLAST PRODUCTS ON YOUR SITE FOR REFERRAL BLAST.
YOU MAY NOT ALTER, MODIFY, OR CHANGE THE LICENSED MATERIALS IN ANY WAY. YOU ARE
ONLY ENTITLED TO USE THE LICENSED MATERIALS TO THE EXTENT THAT YOU ARE A MEMBER
IN GOOD STANDING OF THE REFERRAL BLAST AFFILIATE PROGRAM.
b. You shall
not make any specific use of any Licensed Materials for purposes other than selling
Referral Blast Products, without first submitting a sample to Us and obtaining the
prior written consent of Your Referral Blast account executive, which consent
shall not be unreasonably withheld. You agree not to use the Licensed Materials
in any manner that is disparaging or that otherwise portrays Us in a negative
light. We reserve all of Our rights in the Licensed Materials and of Our other
proprietary rights. We may revoke Your license at any time, by giving You written
notice. If not revoked, this license shall terminate upon expiration or termination
of this Agreement.
c. You grant
to Us a non-exclusive license to utilize Your names, titles, and logos, as the
same may be amended from time to time (the "Affiliate Trademarks"),
to advertise, market, promote, and publicize in any manner Our rights hereunder;
provided, however, that We shall not be required to so advertise, market, promote,
or publicize the Affiliate Trademarks. This license shall terminate upon the expiration
or termination of this Agreement.
11. 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 You or We may
terminate this Agreement at any time, with or without cause, by giving the other
party written notice of termination. You are only eligible to earn commission
on sales occurring during the term, and commissions earned through the date of
termination will remain payable only if the related Referral Blast Products orders
are not cancelled or returned. We may withhold Your final payment for a reasonable
time to ensure that no overpayment is made.
12. Modification
We may modify any of the terms and conditions contained in this Agreement at any
time in Our sole discretion. You will be notified by email and a change notice
will be posted on Our site. Modifications may include, but are not limited to,
changes in the scope of available commissions, commission schedules, payment procedures,
and Affiliate Program rules. If any modification is unacceptable to You, Your
only recourse is to terminate this agreement. Your continued participation in
the Affiliate Program following Our posting of a change notice or new agreement
on Our site will constitute binding acceptance of the change.
13. Disclaimers
We make no express or implied warranties or representations with respect to the
Affiliate Program or any Referral Blast Products 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.
14. Relationship
of Parties
You and Referral Blast 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. Representations
and Warranties
You hereby represent and warrant to us as follows:
a. This Agreement
has been duly and validly executed and delivered by You and constitutes Your legal,
valid, and binding obligation, enforceable against You in accordance with its
terms.
b. The execution,
delivery, and performance by You of this Agreement and the consummation by You
of the transactions contemplated hereby will not, with or without the giving of
notice, the lapse of time, or both, conflict with or violate (i) any provision
of law, rule, or regulation to which You are subject, (ii) any order, judgment,
or decree applicable to You or binding upon Your assets or properties, (iii) any
provision of Your by-laws or certificate of incorporation, or (iv) any agreement
or other instrument applicable to You or binding upon Your assets or properties.
c. You are
the sole and exclusive owner of the Affiliate Trademarks and have the right and
power to grant to Us the license to use Your trademarks in the manner contemplated
herein, and such grant does not and will not (i) breach, conflict with, or constitute
a default under any agreement or other instrument applicable to You or binding
upon Your assets or properties, or (ii) infringe upon any trademark, trade name,
service mark, copyright, or other proprietary right of any other person or entity.
d. No consent,
approval, or authorization of, or exemption by, or filing with, any governmental
authority or any third party is required to be obtained or made by You in connection
with the execution, delivery, and performance of this Agreement or the taking
by You of any other action contemplated hereby.
e. There
is no pending or, to the best of Your knowledge, threatened claim, action, or
proceeding against You, or any Affiliate of Yours, with respect to the execution,
delivery, or consummation of this Agreement, or with respect to Your trademarks,
and, to the best of Your knowledge, there is no basis for any such claim, action,
or proceeding.
f. During
the term of the Agreement, You will not include in Your site content that is,
in Our opinion, unlawful, harmful, threatening, defamatory, obscene, harassing,
racially, ethically, or otherwise objectionable.
g. You are
at least sixteen (16) years of age.
h. Your Affiliate
site is operated within the confines of the United States of America.
16. Limitation
of Liability
WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES,
OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT
OR THE AFFILIATE 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 AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE
TO YOU UNDER THIS AGREEMENT.
17. Indemnification
You hereby agree to indemnify and hold harmless Us and Our 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 (i) any claim that Our use of the Affiliate Trademarks infringes on any trademark,
trade name, service mark, copyright, license, intellectual property, or other
proprietary right of any third party, (ii) any misrepresentation of a representation
or warranty or breach of a covenant and agreement made by You herein, or (iii)
any claim related to Your site, including, without limitation, it’s development,
operation, maintenance and content therein not attributable to Us.
18.
Confidentiality
Each of the parties here to 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, shall remain strictly confidential
and shall not be utilized for any purpose outside the terms of this Agreement
except and solely to the extent that any such information is (a) already lawfully
known to or independently developed by the receiving party, (b) disclosed in published
materials, (c) generally known to the public, or (d) lawfully obtained from any
third party not having any obligation of confidentiality to the discloser hereunder.
Notwithstanding the foregoing, each party is hereby authorized to deliver the
copy of any such information (a) to any person pursuant to a valid subpoena or
order issued by any court or administrative agency of competent jurisdiction,
(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 Exchange 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.
19. Independent
Investigation
YOUR APPLICATION SUBMISSION ACKNOWLEDGES THAT YOU HAVE READ THIS AGREEMENT AND
AGREE TO BE BOUND BY ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY
AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER RELATIONSHIPS ON TERMS THAT
MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT. WE MAY ALSO SOLICIT CUSTOMER
RELATIONSHIPS WITH ENTITIES THAT OPERATE WEBSITES THAT ARE SIMILAR TO OR COMPETE
WITH YOUR WEBSITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING
IN THE REFERRAL BLAST AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION,
GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
20. Governing
Law
This Agreement will be governed by the laws of the United States and the State
of New Jersey, without reference to rules governing choice of laws. Any action
relating to this Agreement must be brought in the federal or state courts located
in New Jersey 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. Subject to that restriction, this Agreement will be binding
on, inure to the benefit of, and be 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.
Referral
Blast Affiliate Program Information
Referral Blast Affiliate Application
