|
|
| Thank you for joining our Affiliate
Program. |
| Please confirm you read our agreement and then Login
and Sign-Up
for your ID number and link to our site. |
|
| This Affiliate Agreement (this "Agreement")
contains the complete terms and conditions between ourselves, E & M
Gold Beekeepers, LLC ("E & M Gold Beekeepers, LLC"), and you,
regarding your application to participate as an affiliate (an "Affiliate")
of E & M Gold Beekeepers, LLC and the establishment of links from
your Web site to our Web site "www.emgoldbeekeepers.com"
owned and operated by E & M Gold Beekeepers, LLC ("Our Site").
|
| Execution by you of this Agreement
as set forth below constitutes your acceptance of the terms and
conditions of this Agreement, and will be a legally binding
agreement between you and us. |
| 1. Affiliate Program Application
and Enrollment |
| To become an Affiliate you will have
to submit a completed Affiliate Program Join Form. We will notify
you of your acceptance. We may reject your application if we
determine, in our sole discretion, that your Web site is not
suitable for the Affiliate Program for any reason, including, but
not limited to, inclusion of content on your Web site that we deem
is in any way unlawful, harmful, threatening, defamatory, obscene,
harassing, or racially, ethnically or otherwise objectionable, which
by way of example only, contains (i) sexually explicit, pornographic
or obscene content (whether in text or graphics), (ii) speech or
images that are offensive, profane, hateful, threatening, harmful,
defamatory, libelous, harassing or discriminatory (whether based on
race, ethnicity, creed, religion, gender, sexual orientation,
physical disability or otherwise), (iii) graphic violence, (iv)
politically sensitive or controversial issues or (v) any unlawful
behavior or conduct. If we reject your application, you are welcome
to reapply to the Affiliate Program at any time. |
| 2. Setting Up Links |
| In the event of your acceptance to
the Affiliate Program, we will make available to you, banner
advertisements, button links, text links and other links as
determined by E & M Gold Beekeepers, LLC which shall all link to Our
Site (collectively referred to hereinafter as a "Link"), which you
may display on your Web site, provided you abide by the terms and
conditions of this Agreement. In using the Links, you agree that you
will cooperate fully with us in order to establish and maintain such
Links. All Affiliate Web sites shall display the Links prominently
throughout such sites. If during the term of this Agreement you wish
to place the Links on Web sites other than the Web sites which you
have previously reported to E & M Gold Beekeepers, LLC and which E &
M Gold Beekeepers, LLC have approved ("Alternative Sites"), you
shall be obligated to request and receive E & M Gold Beekeepers,
LLC's permission for the placement of the Links on Alternative
Sites. You may not modify a Link, unless you have received prior
written consent from E & M Gold Beekeepers, LLC to do so. We have
the right, in our sole discretion, to monitor your Web site at any
time and from time to time to determine if you are in compliance
with the terms of this Agreement. In the event that we determine
that your use of any Link is not in compliance with the terms of
this Agreement, we shall be entitled to take such measures as to
render inoperative the Links used by you. Further, the use of the
Links is the only method by which you may advertise Our Site. You
may not advertise Our Site in any other way including, without
limitation, the use of spam e-mails. Spam email is strictly
prohibited. |
| 3. New Customers |
| We will track the number of new
customers. A "new customer" is defined as a new user without a prior
account with E & M Gold Beekeepers, LLC (which includes an account
with any of the entities operated by E & M Gold Beekeepers, LLC) who
accesses Our Site through the Links placed on your Web site, opens a
new user account. Neither you nor your relatives are eligible to
become new customers and should you or they do so you will not be
eligible to receive the relevant commission. For this purpose, the
term "relative" shall mean any of the following: spouse, partner,
parent, child or sibling. E & M Gold Beekeepers, LLC's measurements
and calculations in relation to the number of new customers and
Gross Revenue figures shall be the sole and authoritative tool for
measurements and calculations and shall not be open to review or
appeal. We shall make the number of new customers and the relevant
Gross Revenue figures available to you through our Affiliate Program
information site. To permit accurate tracking, reporting, and fee
accrual, you must ensure that the Links between your site and Our
Site are properly formatted throughout the term of this Agreement. |
| 4. Commissions |
As follows:
5% on all processed Orders
All Commissions are paid through PAYPAL directly into your PAYPAL
account or mailed to you at the name and address you provided during
your sign-up. |
| 5. Contact with Customers |
| All customers shall be considered
customers of E & M Gold Beekeepers, LLC only. Should you wish to
contact a customer you are obligated to first receive E & M Gold
Beekeepers, LLC's written approval for such contact and without such
approval you are expressly forbidden from making contact and
corresponding with any customers. If in the opinion of E & M Gold
Beekeepers, LLC you either try to or do make contact with a customer
without E & M Gold Beekeepers, LLC's written approval, E & M Gold
Beekeepers, LLC shall be entitled to immediately terminate this
Agreement and to withhold all commissions owing to you at such time.
Further, if following your receipt of E & M Gold Beekeepers, LLC's
written approval for your contacting or corresponding with a
customer, E & M Gold Beekeepers, LLC deems that such contact or
correspondence is against the best interests of E & M Gold
Beekeepers, LLC, then E & M Gold Beekeepers, LLC shall have the
right both to revoke the approval previously granted and to
terminate this Agreement and to withhold all commissions owing to
you at such time. |
| 6. Non-Exclusive Limited License
and Use of E & M Gold Beekeepers, LLC Logos and Trademarks |
| We grant you a non-transferable,
non-exclusive, revocable license to place the Links on your Web site
during the term of this Agreement, and solely in connection with the
Links, to use our logos, trade names, trademarks, service marks and
similar identifying material (collectively, "Licensed Materials"),
solely for the purpose of promoting Our Site. You are not permitted
to alter, modify or change the Licensed Material in any way
whatsoever. You may not use any Licensed Materials for purposes
other than promoting Our Site, without first submitting a sample of
such use to us and receiving our prior written consent. You are not
permitted to use the Licensed Materials in any manner that is
disparaging or that otherwise portrays E & M Gold Beekeepers, LLC or
anyone else negatively. We reserve all of our rights in the Licensed
Materials and all other intellectual property rights. We may revoke
your license at any time by written notice to you. You acknowledge
that, except for the license expressly granted in this Agreement,
you have not acquired and will not acquire any right, interest or
title to the Links or the Licensed Materials by reason of this
Agreement or through the exercise of any rights in the Links or the
Licensed Material granted to you under this Agreement. This license
shall terminate upon the termination of this Agreement. |
| 7. Obligations Regarding Your Web
site |
| You will be solely responsible for
the technical operation of your Web site and the accuracy and
appropriateness of materials posted on your Web site. You agree that
your Web site will not, in any way, copy or resemble the look and
feel of Our Site nor will you create the impression that your Web
site is Our Site or any part of Our Site. You also agree that your
Web site will not contain any content of Our Site or any materials
which are proprietary to E & M Gold Beekeepers, LLC, except (i) with
our prior permission, or (ii) materials obtained by you via the
Affiliate Program information site in accordance with the provisions
hereof or the policies or instructions therein. You will indemnify
and hold E & M Gold Beekeepers, LLC harmless from all claims,
damages, and expenses (including, without limitation, attorney's
fees and expert witness fees) relating to the development,
operation, maintenance, and contents of your Web site or any
materials, products or services linked to therein. You hereby
acknowledge that your conduct as an Affiliate shall reflect on E & M
Gold Beekeepers, LLC and has the potential to cause substantial
damage to E & M Gold Beekeepers, LLC's reputation and goodwill and
that you shall at all times consider the goodwill and reputation of
E & M Gold Beekeepers, LLC and E & M Gold Beekeepers, LLC's name.
|
| 8. Term |
| The term of this Agreement will
begin upon your acceptance to the Affiliate Program and will end
when terminated by either Party. At any time, either Party may
immediately terminate this Agreement, with or without cause, by
giving the other Party written notice of termination, where such
notice may be served via fax or e-mail. We reserve the right to
withhold your final payment for a reasonable time to ensure that the
correct amount is paid. Upon the termination of this Agreement for
any reason, you will immediately cease use of, and remove from your
Web site, all Links and Licensed Materials and any other names,
marks, symbols, copyrights, logos, designs, or other proprietary
designations or properties owned, developed, licenses or created by
us and/or provided by or on behalf of us to you pursuant to this
Agreement or in connection with the Affiliate Program. |
| 9. Modification |
| We may modify any of the terms and
conditions contained in this Agreement, at any time and at our sole
discretion. Posting on our Affiliate Program information site of a
change of terms notice or a new agreement is considered sufficient
provision of notice and such modifications shall be effective as of
the date of posting. 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 sole recourse is to
terminate this Agreement and your continued participation in the
Affiliate Program following our posting of a change notice or new
agreement on our Web site will constitute binding acceptance of the
change. Due to the above, we advise you to frequently visit the
Affiliate Program information site. |
| 10. 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 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.
|
| 11. Relationship of Parties |
| You and E & M Gold Beekeepers, LLC
are independent contractors, and nothing in this Agreement will
create any partnership, joint venture, agency, franchise, sales
representative, or employment relationship between the parties.
|
| 12. Disclaimers |
| We make no express or implied
warranties or representations with respect to the Affiliate Program
or any products or other items sold through the Affiliate Program
(including without limitation warranties of fitness,
merchantability, non-infringement, 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 Web
site will be uninterrupted or error-free, and will not be liable for
the consequences of any interruptions or errors. |
| 13. Representations and
Warranties |
| You hereby represent and warrant to
us the following: (i) this Agreement has been duly and validly
executed by you and constitutes your legal, valid and binding
obligation, enforceable against you in accordance with its terms;
(ii) the execution, delivery and performance by you of this
Agreement and the consummation by you of the transactions
contemplated hereby will not conflict with or violate any provision
of law, rule, regulation or agreement to which you are subject to;
and (iii) you are an adult of at least 18 years of age. |
| 14. Confidentiality |
| We may disclose to you certain
information as a result of your participation as part of the
Affiliate Program, which information we consider to be confidential
(herein referred to as "Confidential Information"). Confidential
Information shall remain strictly confidential and secret and shall
not be utilized, directly or indirectly, by you for your 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 or if the same is required by law or legal process.
|
| 15. Indemnification |
| You hereby agree to indemnify,
defend and hold harmless E & M Gold Beekeepers, LLC, its
shareholders, officers, directors, employees, agents, affiliates,
successors assigns and web site administrators, web site
administrators assistants from and against any and all claims,
losses, liabilities, damages or expenses (including attorneys' fees
and costs) of any nature whatsoever incurred or suffered by us
(collectively the "Losses"), in so far as such Losses (or actions in
respect thereof) arise out of or are based on (i) the breach of this
Agreement by you or any representation or warranty made by you
herein; or (ii) any claim related to your Web site. |
| 16. Entire Agreement |
| The provisions contained in this
Agreement constitute the entire agreement between the parties with
respect to the subject matter of this Agreement, and no statement or
inducement with respect to such subject matter by any Party which is
not contained in this Agreement shall be valid or binding between
the Parties. |
| 17. Independent Investigation |
| You acknowledge that you have read
this Agreement, have had an opportunity to consult with your own
legal advisors if you so desired, 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 competitive with your Web site. You have independently
evaluated the desirability of participating in the Affiliate Program
and are not relying on any representation, guarantee, or statement
other than as set forth in this Agreement. |
| 18. Miscellaneous |
| This Agreement and any matters
relating hereto shall be governed by, and construed in accordance
with US law and governed by the State of New Jersey. All legal
matters will be heard in the State of New Jersey. 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 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
provision or any other provision of this Agreement. |
|
|
|
|
|
|
