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This Affiliate Agreement (this "Agreement") is made effective upon
acceptance of this agreement between you, the Affiliate, and SurfBuddies ("SURFBUDDIES"),
P.O. Box 81924, San Diego, CA 92138, the Company. The parties agree as follows:
RECITALS: The Company pursues a line of business, in addition to other businesses, whereby it
provides software and child-safe email accounts to the general public. The Company and
Affiliate have agreed that The Company shall act as an independent "service provider" of
such Products and/or services from The Company’s Web Site(s). The Company and Affiliate
wish to confirm their agreement with respect to such activities by The Company to the End
Users that the parties anticipate will by virtue of their utilization of the Site be the
customers and assignees of The Company for the Products and or Services.
NOW THEREFOR, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, and in consideration of their mutual understanding, the parties agree:
1. Non-Exclusive Use: This is a non-exclusive agreement between Affiliate and The Company.
2. Term: The term of this Agreement shall commence as of the day hereof and shall terminate
three hundred sixty five (365) days thereafter. This Agreement shall automatically renew for
additional one-year periods. Either party for any reason may instigate termination. If
Affiliate chooses to terminate this contract, The Company must receive a signed termination
letter no less than 30 (thirty) days prior to termination date either hand delivered or sent
via E-Mail, followed by certified mail, return receipt requested, to the addresses indicated
in the preamble hereof. The Company may terminate this contract without notice if:
a. If Affiliate becomes bankrupt or insolvent, or makes an assignment for the benefit of its
creditors;
b. Affiliate fails to remedy any breach of duty or performance called for under this Agreement
within ten days following notice from The Company, said 10 day period commencing upon
notification from The Company to Owner via electronic transmission
with following "hard copy" delivery of notice as described above.
c. The Company has a reasonable reason to believe that Affiliate is involved in fraudulent
activity.
d. The Company finds that Affiliate's site content contains and promotes information and
product related to Spam, possible Schemes, or promotes other products and services that The
Company deems as inappropriate.
e. The Company following up on Spam complaints find that Affiliate sends unsolicited email as
described in clause 4, Affiliate Duties.
3. The Company's Duties: The Company shall provide commerce server, Internet connectivity and
hardware/software installation, configuration and maintenance, domain registration, and all
customization of the server software and scripts. The Company shall utilize a security system,
which enables users to purchase Product through secure means. The Company shall allow sales
of Product to be effected through the use of means as The Company in its sole discretion
utilizes, and may add or change from time to time. The Company shall be responsible for
collection from the End Users and for payment to Owners and Affiliate, and shall account
for all transactions on no less than a monthly basis. The Company will provide a report
mechanism to Affiliate that shows sales so that Affiliate can track commissions owed under
this agreement. If the total amount we owe to you at the end of a pay cycle will be less
than $100, or at the end of a calendar quarter will be less than $25, we will withhold payment
until a later pay cycle when the total amount owed is greater than the above amounts. Your
payment, for any specific order, will not be due to you any earlier than the pay cycle that
follows the 60th day after the date of the order in your account. Reporting period's start
and end on the 15th of every month. The Company shall be responsible for interfacing with
Owners to set up delivery mechanisms to End Users. It is anticipated that the deliver
mechanism shall be via electronic mail and forms as much as possible. The Company shall be
responsible for handling all charge back and customer inquires about charges as arise from
Product sales to End Users. The Company agrees to indemnify Affiliate for any claims,
liabilities, losses or expenses (including attorney's fees) asserted against or incurred
by Affiliate as a result of any Owner, any purchaser of Products, or any users of any
Products purchased making any claim associated with the resale or potential resale of Products.
4. Affiliate Duties: Affiliate is responsible for promoting the sales mechanism for Owners
via various methods including but not limited to, notices, banners, links, and advertisements
on the Site. Methods used for promotion should be presented in a pleasing manner and encourage
the user to purchase Products on the Site. Notwithstanding the foregoing, Affiliate retains
the exclusive right to design and place notices, banners, and advertisements on the Site.
Affiliate shall require The Company to approve the content of any advertisements. Affiliate
agrees to hold The Company harmless from any claims, losses, liabilities, and expenses
(including attorney's fees) incurred by or asserted against Site Owner due to the actual
or alleged inaccuracy of the content of any of the approved advertisements. Affiliate
reserves the right to change the domain name of the Site at any time. Affiliate shall attempt
to keep the Site operational, but Affiliate does not warrant that the Site will be operational
at all times. Affiliate shall not at any time engage in, or use The Company's systems to
engage in, Net abuse, including, but not limited to, activities such as using a non-existent
return e-mail address on a commercial solicitation, spamming (sending unsolicited advertising
to numerous email addresses or newsgroups), trolling (posting outrageous messages to generate
numerous responses), mail bombing (sending multiple messages without significant new content
to the same user), subscribing someone else to a mailing list without that person's permission,
cross-posting articles to an excessive number of newsgroups, attempting without authorization
to enter into a secured computer system, or purposefully instigating computer viruses.
a. Solicited email is only acceptable if the terms and conditions of SurfBuddies's privacy
policy are upheld. Any mass email that is sent out must include a link to the author's
homepage and a statement that Affiliate is not the Owner of the product. If the product
has a demonstration version, a link to the demonstration version must be included in the email.
b. Affiliate order page URL will not be used in conjunction with other web sites. The
affiliate order page URL is only for promotion of product from web sites that Affiliate owns.
c. Solicitation requests must be approved by Owner by at least 30 days prior to any
promotional mailing.
5. Compensation: For purposes of this Agreement, Net Proceeds shall mean funds actually
received by The Company for Product sales, less chargebacks and returns, payments to The
Company, and payments to Owner. Affiliate will be compensated as follows: (a) for each sale
that is made from a link on the Site, Affiliate shall receive some percentage of the total
sale, which varies based up on the Product and or Owner at any given point in time; or (b)
if no percentage has been determined by Product and or Owner at the point of sale, The Company
shall determine the percentage to be received by Affiliate. The Company shall remit payment
at the upcoming billing cycle when the account balance for the previous month's sales equals
or exceeds $100. The Company may hold a payment to perform an internal audit on the account.
When this occurs, Affiliate will be informed of the future payment cycle that the payment
remittance will occur.
6. Fees: The Company reserves the right to charge in part or entirely for services provided
at any time.
7. End User Data. Affiliate does not own End User Data thus Affiliate will not share with
any other third party the End User Data.
8. Confidentiality. If, by virtue of this Agreement, Affiliate receives any information
deemed proprietary or confidential by The Company, you shall hold The Company's Confidential
Information in confidence and not disclose it or use it. Affiliate agrees to take reasonable
steps to use at least the same degree of care that Affiliate would use to protect Affiliate's
Confidential Information, but no less than reasonable care to protect The Company's
Confidential Information to ensure that it is not disclosed or used in violation of this
Agreement.
9. Relationship of Parties: The Company's right as seller of Product on the Site does not
constitute the creation of an agency, partnership, or employment relationship between The
Company and Affiliate. The Company and Affiliate each have independent business ventures
separate and apart form the relationship described hereby. No authority is given to one
party by the other hereby to contract or enter into any business dealings with any third party.
10. Governing Law: This Agreement shall be construed and enforced under the laws of the
State of California.
11. Entire Agreement: This Agreement contains the entire understanding of the parties hereto
with respect to its subject matter.
12. Notice: All notices and other communications required or permitted hereunder shall be
deemed to have been duly give if hand delivered or sent e-mail followed by certified mail,
return receipt requested, addressed as follows or at such other address as either party hereto
shall designate to the other party in writing:
(A) To The Company: SurfBuddies
PO Box 81924
San Diego, CA 92138
619.865.2776
Email: contract@surfbuddies.com
(B) To Affiliate: ___________________
___________________
___________________
Phone:_____________
Email: _____________
13. Assignment: Affiliate cannot assign this Agreement or any rights, duties or obligations.
14. Binding Effect and Amendment: This Agreement supersedes all prior understanding or
communications, written or oral, between the parties with respect to the subject matter
hereof. This Agreement may be amended only in writing executed by the authorized
representatives of both parties.
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