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Natural-Coral-Calcium.com Affiliate Agreement
This Affiliate
Agreement ("Agreement") contains the complete terms and conditions between us,
Natural-Coral-Calcium.com and you, regarding your application to participate as
an affiliate of Natural-Coral-Calcium.com ("Affiliate"), and the establishment
of links from your Web site to our Web site, "Natural-Coral-Calcium.com."
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) Term of the
Agreements: The term of this Agreement will begin upon our acceptance of
your Affiliate 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 referral fees on sales occurring during the term. 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 Material and
any other names, marks, symbols, copyrights, logos, fanciful or other
characters, designs, representations, figures, drawings, photographs, ideas 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.
2)
Setting Up Links: We will make available to you banner advertisements,
button links to our Web site and/or text links to our Web site, containing
Natural-Coral-Calcium.com's logo and words identifying Natural-Coral-Calcium.com's
("Links") 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 such graphic images prominently throughout
your Web sites as you see fit and with our consent. A Link may only be modified
and/or expanded with our consent. Each Link connecting users of your Web site to
our Web site, will in no way alter the look, feel or functionality of our Web
site. 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.
3) Order
Processing: We will process orders placed by customers who follow the Links
from your Web site to the Natural-Coral-Calcium.com Web site. We reserve the
right, in our sole discretion, to reject orders that do not comply with certain
requirements which we may establish from time to time. All aspects of order
processing and fulfillment, including order entry, customer service, shipping,
cancellations, returns and payment processing will be our responsibility.
4)
Tracking of Sales: Natural-Coral-Calcium.com will be solely
responsible for tracking sales using special software that communicates with the
specially encoded URLs assigned to affiliates. Company will endeavor to do its
best to ensure accurate tracking of referrals made by affiliates.
Affiliates will themselves be solely responsible for ensuring that these special
URLs are formatted properly, a necessary prerequisite to accurate tracking of
referral sales. Notwithstanding the above statement of responsibility by Company
to track sales, affiliates hereby acknowledge and accept that the tracking
system employed by Company is not 100% fail-safe and that there may on occasion
be instances of referral sales made that are not credited to an affiliate for
any of the following possible reasons:
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Failure by the
affiliate to use the proper format of the specially assigned URL in promotions,
webpage links, banner ads, and so on
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Deliberate or
accidental actions by customers to circumvent an affiliate's special URL so that
our software is unable to accurately track that sale
-
Bugs, glitches or
crashes of the tracking software that render it unable to accurately track sales
for a period of time
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Acts of nature
that cause irretrievable data loss on the computers and back-up disk media that
store the commission information.
As such,
affiliates will not hold Company liable to compensate for any claimed
commissions that were not tracked and recorded by the tracking software.
5)
Commissions: We will pay you a commission equal to ten (10%) percent for all
new customer purchases and ten (10%) for repeat customer purchases (the
"Commission Rate") of the Net Sales to us by users of your Web site who purchase
products on our Web site, utilizing the Links between your Web site and ours,
for products which we ship to such customer and for which we have received full
payment. Net Sales shall include those amounts received by us for the sale of
products less amounts collected by us for sales, use or other taxes, duties,
shipping, handling, gift wrapping and similar charges. A commission will only be
paid if the visitor to our Web site is tracked by the system from the time of
the Link to the time of the sale.
For a sale to
generate a commission, the customer must follow the Link for your Web site to
our Web site, purchase the product or products in question using our online
ordering system, accept delivery of the item(s) at the shipping destination, and
remit full payment to us. However, no commission will be paid for products which
are returned, not paid for, undeliverable or payment for which is credited to
any customer.
We will pay your
commission on a monthly basis. Within approximately 10 days following the end of
each month, we will send you a check for the commission earned on the products
shipped during the preceding month. If the commission payable to you for any
month is less than ten ($10.00) U.S. dollars, we will hold those commissions
until such time as your commission earned equals at least ten ($10.00) U.S.
dollars. If a product sale that generated commission is returned by the
customer, we will deduct the corresponding commission from your next monthly
payment.
Natural-Coral-Calcium.com also retains the right to review all commissions for
possible fraud, including but not limited to the use of software that generates
real and fictitious email addresses for news letter and other subscriptions. Any
incidence of fraud constitutes a breach of this Agreement, and
Natural-Coral-Calcium.com retains full authority to terminate this Agreement
immediately.
6)
Policies and Pricing. Customers who buy products through the Affiliate
Program are customers of Natural-Coral-Calcium.com. All
Natural-Coral-Calcium.com rules, policies, and operating procedures concerning
customer orders, customer service, and sales applies to these customers. We may
change our policies and operating procedures at any time. For example, we will
determine the prices to be charged for items of products sold under the
Affiliate Program in accordance with our own pricing policies and product prices
and availability may vary from time to time. Because price changes may affect
items that you already have listed on your Web 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 item of Products.
7)
Obligations Regarding Your Web Site: You will be solely responsible for the
technical operation of your Web site and all related equipment; creating and
posting product descriptions on your Web site and linking those descriptions to
our catalog; the accuracy and appropriateness of materials posted on your Web
site; for ensuring that materials posted on your Web site do not violate or
infringe upon the rights of any third party (including, for example, copyrights,
trademarks, privacy or other personal or proprietary rights); and for ensuring
that materials posted on your Web site are not libelous or otherwise illegal.
You agree that
your Web site will not, in any way, copy or resemble the look and feel of our
Web site nor will you create the impression that your Web site is our Web site
or is a part of our Web site. You also agree that your Web site will not contain
any content of our Web site or any materials which are proprietary to
Natural-Coral-Calcium.com, except (i) with our prior permission, or (ii)
materials obtained by you via the Natural-Coral-Calcium.com Affiliate Web site
in accordance with the provisions hereof or the policies or instructions
thereon. We disclaim all liability for such matters. Further, you will indemnify
and hold us 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.
8) Modification: We
may modify any of the terms and conditions contained in this Agreement, at any
time and in our sole discretion, by posting a change notice or a new agreement
on this site. Modifications may include, for example, changes in the scope of
available referral fees, fee schedules, payment procedures and Program rules. IF
ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS
AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF
A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE
OF THE CHANGE.
9) 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 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 Program will not exceed the total referral fees paid or
payable to you under to this Agreement.
10)
Relationship of Parties: You and Natural-Coral-Calcium.com 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 (a) have no authority to make or accept any offers
or representations on our behalf and (b) not make any statement, whether on your
Web site or otherwise, that reasonably would contradict anything in this
Section.
11)
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.
12)
Representations and Warranties: You hereby represent and warrant to us the
following: (i) 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; (ii) 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 any provision of law, rule
or regulation to which you are subject to, any order, judgment or decree
applicable to your or binding upon your assets or properties, any provision of
your by-laws or certificate of incorporation or any agreement or other
instrument applicable to you or binding upon your assets or properties; and
(iii) you are an adult of at least 18 years of age.
13)
Indemnification: You hereby agree to indemnify, defend and hold harmless
Natural-Coral-Calcium.com, its shareholders, officers, directors, employees,
agents, affiliates, successors and assigns, from and against any and all claims,
losses, liabilities, damages or expenses (including attorney's 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) any claim or threatened claim that our use of the Affiliate
Materials infringes on the rights of any third party; (ii) the breach of any
representation or warranty made by you herein; or (iii) any claim related to
your Web site.
14)
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.
15) Independent
Investigation: YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT 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 COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY
OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION,
GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
16) Miscellaneous:
This Agreement will be governed by the laws of the United States and the State
of Virginia, 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 Richmond, Virginia 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 provision or any other
provision of this Agreement.
I indicate my
approval of this Agreement and desire to become an Affiliate under these terms
and conditions by filling out and submitting the
Affiliate
Application Form.
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