1. Enrollment in the Program:
To become a participant in the Program, you must properly complete
a Program application and submit the application to us via our web site, and we must accept
your application. We will review all applications and will notify you of our decision in a
timely manner. We will have the right to accept or reject your application at our sole discretion,
with or without reason. Applications will not be accepted from any of our vendors or employees
or from any applicant operating a web site that contains any of the following: (I) sexually
explicit, obscene or pornographic 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 (which may include certain types of
game sites), (IV) content related to liquor, tobacco, guns or firearms, drugs, gambling, crime
or death, (V) politically sensitive or controversial issues (e.g., euthanasia, abortion, capital
punishment) or other political content (e.g., lobbyists, PAC sites, political campaigns), or (VI)
any unlawful behavior or conduct. If we reject your application, you are welcome to reapply to
the Program at any time.
2. Commissions:
On a quarterly basis in accordance with section 3 below, you will
receive a commission of five percent for each "Affiliate-Generated Purchase" (excluding shipping
charges, gift-wrapping charges, taxes, coupons or other discounts and product returns) at our
site after coming directly from your web site. An "Affiliate-Generated Purchase" occurs
when a customer follows a properly coded link from your site to our site, selects and purchases
a product from our site using our ordering system, accepts delivery of the product at the shipping
destination, and remits full payment to us. An "Affiliate-Generated Purchase" will not
include any purchase on our site after the customer has exited and reentered our site (other than
through a properly coded Link from your site to our site), even if the customer previously followed
a Link from your site to our site.
On a quarterly basis in accordance with section 3 below, you will
receive a commission of two and one half percent for each "Second Tier Affiliate-Generated Purchase"
(excluding shipping charges, gift-wrapping charges, taxes, coupons or other discounts and product
returns) at our site after coming directly from a web site that signed up as an affiliate directly
form your web site. A "Second Tier Affiliate-Generated Purchase" occurs when a customer
follows a properly coded link from another web site that has previously signed up for our affiliate
program as a direct result of clicking on a properly coded link from your site to our site, selects
and purchases a product from our site using our ordering system, accepts delivery of the product
at the shipping destination, and remits full payment to us. A "Second Tier Affiliate-Generated Purchase"
will not include any purchase on our site after the customer has exited and reentered our site (other than through a properly coded Link from your site to our site), even if the customer previously followed a Link the previously described second tier affiliate site to our site.
3. Commission Payment:
We will pay your commissions on a quarterly basis. Within approximately
30 days following the end of each calendar quarter, we will send you a check for the commission
amount for qualifying purchases during that quarter. If the commissions payable to you for any
calendar quarter are less than $25.00, we will hold those commission until the next calendar
quarter. If a product sale that generated a commission payment is returned by the customer, we
will deduct the corresponding commission from your next quarterly payment or, if there is no subsequent
payment, we will send you a bill for the amount we overpaid you, which will be payable promptly
upon receipt.
4. Grant of Limited License by commission to Affiliate; Promotion of Affiliate Relationship:
During the Term, you agree that you will place on your web
site one of the graphic or textual links approved by us and made available to you via our Program
web site, hereinafter referred to as links, and you will code all Links to our web site in the
manner specified by us.
During the Term (as defined below) of this agreement, we grant
to you a nonexclusive, revocable, non-transferable, non-sublicenseable right and license to use
within the United States (a) the Links for the sole purpose of displaying the Links on your web
site with the URL specified in your application in order to connect that site to our site and (b)
our other names, marks or symbols (the "Licensed Materials") for the sole purpose of advertising,
promoting or marketing your affiliate relationship with us.
Prior to using any of the Licensed Materials, you will submit to
us for approval a draft of all proposed material that incorporates the Licensed Materials (e.g.,
publicity copy, artwork and layout), together with a brief statement setting forth the proposed
use of such materials and any other background or supporting material reasonably requested by us
to allow us to make an informed judgment. All such materials will be submitted to us at least ten
(10) days prior to the date of first intended use. We will notify you of our approval or disapproval
of such materials within five (5) business days of our receipt of all information required to be
submitted. The approval or disapproval of such materials will be in our sole discretion. Any
materials not receiving our specific written preliminary approval will be deemed disapproved.
You will use the links and the Licensed Materials only in the exact
form, style and type approved by us, and you will include with the Links and the Licensed Materials
such copyright, trademark or other notices as may be required by law or requested by us. We will have
the right to alter, modify or discontinue the use of any of the Links or the Licensed Materials or the
form, style or type thereof at any time in our sole discretion.
In addition to the foregoing control measures, we may implement additional
control measures to protect our intellectual property rights in the links and the Licensed Materials, and
you agree to cooperate with us in our efforts to protect such intellectual property rights. You further
agree to maintain a level of quality in connection with your use of the links and the Licensed Materials
that is consistent with general industry standards, and you acknowledge that we will periodically monitor
your use of the links and the Licensed Materials to confirm your maintenance of such quality levels.
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 Materials granted to you hereunder. You further acknowledge that all proprietary
rights in the links and the Licensed Materials and the goodwill associated therewith are solely owned by
and belong to us, and that all additional goodwill associated with the links and the Licensed Materials
created through their use by you will inure to our sole benefit. As between you and us, we will be
considered the creator of the links and the Licensed Materials, and all rights in the links and the
Licensed Materials will be our property. In addition, you hereby grant, assign and convey to us any
and all rights you may now have or may be deemed to have in the future with respect to the links and
the Licensed Materials or any portion of them. You agree not to register or attempt to register any
brand, names, marks, or other elements of the Links or the Licensed Materials as a trademark, service
mark, Internet domain name, trade name, or any similar trademarks or name, with any domestic or foreign
governmental or quasi-governmental authority which would be likely to cause confusion with any of the
Links or the Licensed Materials. You agree not to commit any act that would cause any of the Links or
the Licensed Materials to vest in the public domain anywhere in the United States or Canada. Other than
as set forth in this agreement, you shall make no use of the links or the Licensed Materials or of any
designation confusingly similar to any of the links or the Licensed Materials without our prior written consent.
You further agree that you will not have the right to, and you
will not, (a) use any method other than the links for the purpose of identifying your site as a
member of the Program and establishing a link from your site to ours; (b) use the links or the
Licensed Materials in any manner that suggests an endorsement or validation of any product or
service other than our site; (c) use the links or the Licensed Materials in connection or association
with any matter that falls within any of the categories listed in subclauses (I) through (VI) of
Section 1 of this agreement; (d) use the links or the Licensed Materials or 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, licensed
or created by us, except as expressly permitted by this agreement; (e) use the links or the Licensed Materials
as your own property; or (f) use the links or the Licensed Materials in connection with, in any manner or form,
the names, marks, signs, symbols, products, services, logos or other proprietary designations or properties of
any third parties. You further agree that you will not post, mail or distribute our coupons, gift certificates
or other discount mechanisms in any way without first obtaining our written consent, nor will you in any way
misrepresent our offers, policies or product availability.
You shall promptly report to us if you become aware of (a) any infringement of
our intellectual property rights relating to the links or the Licensed Materials by any third party, (b) any infringement
by any such third party of any right granted under this agreement and (c) any unauthorized copying or distribution of the
links or the Licensed Materials or any component thereof by any third party.
5. Obligations of Affiliate:
You agree that you will be solely responsible for, and that you
will defend, indemnify and hold us and our officers, directors, agents, employees and representatives
harmless from and against, any and all claims, suits, damages, losses, liabilities, obligations, penalties
and expenses, including legal fees and expenses, relating to or based on the development, operation and
maintenance of your site, including all materials that appear on your site; 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 our site; the accuracy and propriety of materials posted on your site;
the sale or offering for sale, use or consumption of any products on your site; and 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.
6. Term of the Agreement:
The term of this agreement, hereinafter referred to as Term, will
begin upon our acceptance of your Program application and will end on the date this agreement is terminated
by either party. Either you or we may terminate this agreement at any time, with or without cause, by giving
the other party two days' written notice of termination. Upon the termination of this agreement for any reason,
you will immediately cease use of, and remove from your site, all Links and Licensed Materials 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, licensed or created by us and/or
provided by or on behalf of us to you pursuant to this agreement or in connection with the Program. You will not
receive any commissions on product sales occurring following the end of the Term, and commissions earned through
the end of the Term will remain payable only if the related orders are not canceled or returned. We may withhold
your final payment for a reasonable time to ensure that the correct amount is paid.
7. 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 our site. Modifications may include, for example, changes in the commission payments, 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. To
terminate this agreement, you must send an e-mail to affiliatedept@extendahand.com,
with "Terminate from Affiliate Program" in the subject title, and include your affiliate number
in the body. A confirmation of termination will be sent to you via e-mail, and your reply to same
will be required.
8. 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 bonuses paid or payable
to you under this agreement.
9. Disclaimers:
We make no express or implied warranties or representations with
respect to the Program or any products sold through the Program (including, without limitation,
warranties of fitness, merchantability, noninfringement, 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 site will be uninterrupted or error-free, and we will not be liable for the consequences
of any interruptions or errors.
10. 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 THE TERMS
AND CONDITIONS SET FORTH HEREIN. YOU AGREE THAT, IN INTERPRETING THIS AGREEMENT, NO WEIGHT SHALL BE
PLACED UPON THE FACT THAT THIS AGREEMENT HAS BEEN DRAFTED BY US, AND YOU SHALL NOT ASSERT THAT THIS
AGREEMENT IS UNENFORCEABLE OR INVALID ON THE GROUNDS THAT IT IS A CONTRACT OF ADHESION, THAT IT IS
UNCONSCIONABLE OR ANY SIMILAR THEORY. 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.
11. Miscellaneous:
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.
You may not assign or transfer this agreement or any interest herein,
nor shall the same be assignable by operation of law, without our prior written consent. For this
purpose, "assignment" shall include any sale of a majority of the voting power of your capital stock
or any merger, consolidation or other comparable transaction following which you are not the surviving
corporation.
This agreement shall be governed by, and construed in accordance with,
the laws of the State of Washington. Any legal proceeding of any nature brought by either party against
the other to enforce any right or obligation under this agreement, or arising out of any matter pertaining
to this agreement, shall be submitted for trial, without jury, before the federal or state courts located
in the city of Spokane, Washington. The parties consent and submit to the jurisdiction of any such court and
agree to accept service of process inside or outside the State of Washington in any matter to be submitted to
any such court pursuant hereto.
No release, discharge or waiver of any provision of this agreement will be
enforceable against or binding upon either party unless in writing and executed by the party granting such
release, discharge or waiver. Neither the failure to insist upon strict performance of any of the agreements,
terms, covenants or conditions hereof, nor the acceptance of monies due hereunder with knowledge of a breach
of this agreement, shall be deemed a waiver of any rights or remedies that either party may have or a waiver
of any subsequent breach or default in any of such agreements, terms, covenants and conditions.
If any term or provision of this agreement shall be found to be
void or contrary to law, such term or provision shall, but only to the extent necessary to bring
this agreement within the requirements of law, be deemed to be severable from the other terms and
provisions hereof, and the remainder of this agreement shall be given effect as if the parties had
not included the severed term herein.
As used in this agreement, "dollars" or "$" refers to United States dollars.
This agreement only applies to our Extend A Hand site and not to any other
web site owned or operated by Sarff Systems, Inc. inside or outside of the United States.
On to the Final Step!
- Read our Affiliate Program Overview.
- Review our Frequently Asked Questions.
- Read our Affiliate Operation Agreement (which you've just done).
- Complete our On-line Application (ONLY U.S. and Canada-based Web sites approved by Extend A Hand may become affiliates).
- If Extend A Hand approves your on-line application we will e-mail you instructions on how to link to us.
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