|
AFFILIATE PROGRAM AGREEMENT
This Agreement contains the complete terms and conditions that
apply to your participation as a member of the RyleeJames.com.com
Affiliate Program.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND RyleeJames.com.COM. BY PARTICIPATING
IN THIS PROGRAM YOU ARE
AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS
AND CONDITIONS SET FORTH HEREIN AND ARE AFFIRMATIVELY INDICATING
YOUR ACCEPTANCE OF THIS AFFILIATE PROGRAM AGREEMENT AND YOU AGREE
TO BE BOUND BY THE TERMS HEREOF. YOU CANNOT BECOME A MEMBER OF THE
AFFILIATE PROGRAM UNLESS YOU HAVE ACCEPTED EACH AND EVERY TERM
HEREOF.
1. Enrollment in this Program. To begin the enrollment
process, you will submit a completed Account Application through
our website. Your account will be instantly active in our
program. We will evaluate your account in good faith to ensure you
comply with all our rules and agreements. We may reject your
account if we determine that your site is unsuitable for the
Program for any reason, including, but not limited to, if your
site incorporates images or content that is unlawful, defamatory,
obscene, harassing or otherwise objectionable, such as sites that
facilitate illegal activity or promote violence or promote or
assist others in promoting copyright infringement (collectively,
"Content Restrictions").
2. Utilizing Links on Your Site. As an affiliate website
of RyleeJames.com, you may use any form of promotion you choose,
consistent with the terms of this Agreement. You may use banner
advertisements, button links and/or text links to our site (the
"Links"), however, you CANNOT SPAM. Any activity by you or on your
behalf that we determine or reasonably suspect to be the result of
an unsolicited bulk e-mail program will result in your immediate
termination from the Program and your forfeiting of monies
otherwise due you hereunder. Allowable promotional links may
contain RyleeJames.com's trade names, service marks, and/or logos for
display on your Affiliate Site. Subject to the terms and
conditions hereof, you are granted a limited, non-exclusive,
non-transferable license to access and download such Links and
other designated promotional materials for placement on your
Affiliate Site for the sole and exclusive purpose of promoting
websites owned, operated or controlled by RyleeJames.com. In utilizing
the Links, you agree that you will cooperate fully with us in
order to establish and maintain such Link or Links. A Link may
only be visually modified with our consent.
3. Commissions. We will pay you a commission based on
below structure:
Commision Rates:
1-10 a month
$8
11-20 a month
$10
21+ a month
$25
Example: If you send us 21 sign-ups in any month you will get
$25x21 = $525
Incentivized commissions, and offering any form of incentive to obtain a sale is forbidden, unless prior approval is given and cleared by RyleeJames.com staff. To inquire on whether your incentive is acceptable, please e-mail affiliates@ RyleeJames.com
The Commission Rate is subject to change from
time to time, upon e-mail notice to you and commencing the 30-days
following such notice.
If you are referring clients to RyleeJames.com.com from a free hosting service that you run, you are not eligible for the standard commission rate listed at http://www.RyleeJames.com/affiliates.html. Instead, you must contact us and we will work out a special commission rate.
4. Commission Payment. Commissions
deemed due and owed to you under the program will be paid to you
directly by RyleeJames.com.com after any holding period and in
accordance with a regular payout cycle established by
RyleeJames.com.com. No commission will be paid for signups by you or anyone within your organization unless prior approval has been granted.
RyleeJames.com reserves the right to only pay for referrals that are active.
Active is defined by clients with a website and domain name pointed to a RyleeJames.com.com server
with user uploaded content.
5. Responsibility for Your Site. You will be solely
responsible for the development, operation and maintenance of your
site and for all materials that appear on your site. We shall have
no responsibility for the development, operation and maintenance
of your site and for all materials that appear on your site. You
shall also be responsible for ensuring that materials posted on
your site do not violate or infringe upon any laws, including but
not limited to 18 U.S.C. Section 2257, or the rights of any third
party (including, for example, copyrights, trademarks, privacy, or
other personal or proprietary rights), and ensuring that materials
posted on your site are not libelous or otherwise illegal. You
must have express permission to use another party's copyrighted or
other proprietary material. We will not be responsible if you use
another party's copyrighted or other proprietary material in
violation of the law. In addition to the foregoing, we will
immediately terminate your participation in the Program if we
believe you have engaged in any of the following:
- Unsolicited mass e-mail solicitations, IRC postings or any
other form of spamming, including but not limited to, newsgroups
or AOL customers or otherwise violate the anti-spamming policies
of RyleeJames.com or state law;
- Provide inaccurate or incomplete information to RyleeJames.com
concerning your identity, address or other required information;
- Attempt to cheat, defraud or mislead us in any way;
- Misrepresent to the public the terms and conditions of our sites
or your sites;
- Engage in popup advertisement network activities;
- IFrames may only be used on pages or sites in which the other content represented on the site is related to RyleeJames.com
6. Term of the Agreements. 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 notice of termination.
Notice by e-mail, to your e-mail address on our records, is
considered sufficient notice for to terminate this Agreement. If
this Agreement is terminated because you have violated the terms
of this Agreement you are not eligible to receive any commissions
payments, even for commissions earned prior to the date of
termination. If this Agreement is terminated for any other reason,
you are only eligible to earn a commission on sales occurring
during the term of the Agreement, and commissions earned through
the date of termination will remain payable only if the related
orders are not canceled or returned. We reserve the right to
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. Notice of any change by e-mail, to your address
on our records, or the posting on our site of a change notice of a
new agreement, is considered sufficient notice for notifying you
of a modification to the terms and conditions of this Agreement.
Modifications may include, but are not limited to, changes in the
scope of available commission fees, commission schedules, payment
procedures, and Affiliate Program rules. All such modifications
shall take effect 48 hours after we serve notice as provided
above, unless we indicate otherwise. 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.
8. Relationship of Parties. You and RyleeJames.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 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. You are not an agent of the
RyleeJames.com and RyleeJames.com expressly disclaims responsibility for any
conduct by you in violation of our terms of agreement.
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 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.
10. Disclaimers. We make no express or implied
warranties or representations with respect to the Affiliate
Program or any COMPANY services or other items sold through the
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
site will be uninterrupted or error-free, and we will not be
liable for the consequences of any interruptions or errors.
11. Representations and Warranties. You hereby represent
and warrant to us that 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; and that the execution, delivery and performance by you
of this Agreement are within your legal capacity and power; have
been duly authorized by all requisite action on your part; require
the approval or consent of no other persons; and neither violate
nor constitute a default under the (i) provision of any law, rule,
regulation, order, judgment or decree to which you are subject or
which is binding upon you, or (ii) the terms of any other
agreement, document or instrument applicable to you or binding
upon you. Should any law enforcement agency or internet service
provider provide RyleeJames.com with notice that you have engaged in
transmission of unsolicited bulk e-mails or have otherwise engaged
in unlawful conduct or conduct in violation of said service
provider's terms of service, we reserve the right to cooperate in
any investigation relating to your activities including disclosure
of your account information in connection therewith.
12. Confidentiality. We may disclose to you certain
information as a result of your participation as part of the
Program, which information we consider to be confidential (herein
referred to as "Confidential Information"). For purpose of this
Agreement, the term "Confidential Information" shall include, but
not be limited to, any modifications to the terms and provisions
of this Affiliate Program Agreement made specifically for your
site and not generally available to other members of the Affiliate
Program, website, business and financial information relating to
RyleeJames.com, customer and vendor lists relating to RyleeJames.com and any
members of the Affiliate Program, other than you. Confidential
Information shall also include any information that we designate
as confidential during the term of this Agreement. You agree not
to disclose any Confidential Information and that such
Confidential Information shall also include any information that
we designate as confidential during the term of this Agreement.
You agree not to disclose any Confidential Information and that
such 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 same is required by law or
legal process. We make no warranty, expressed or implied, with
respect to any information delivered hereunder, including implied
warranties of merchantability, fitness for a particular purpose or
freedom from patent, trademark or copyright infringements, whether
arising by law, custom or conduct, or as to the accuracy or
completeness of the information and we shall not have any
liability to you or to any other person resulting from your or
such third person's use of the information.
13. Indemnification. You hereby agree to indemnify,
defend and hold harmless RyleeJames.com, officers, directors,
employees, agents, affiliates, successors and assigns, from and
against any and all claims, losses, liabilities, damages or
expense (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) any claim or threatened claim that our use
of the Affiliate Trademarks infringes on the rights of any third
party; (ii) the breach of any promise, covenant, representation or
warranty made by you herein; or (iii) or any claim related to your
site.
14.
Miscellaneous. Terminated accounts cannot later apply to the Program
without our express written consent. This Agreement will be governed by the
laws of the United States and the State of Florida, without reference to
rules governing choice of laws. RyleeJames.com reserves the right to institute a
reserve fund holding commissions for a time period deemed necessary in
situations where sales generated by an affiliate consistently have a high
chargeback/cancellation ratio. RyleeJames.com will be the sole and final
arbitrator for any and all disputes or claims related to the validity of
sales. In order to facilitate accurate record-keeping, multiple RyleeJames.com
affiliate accounts spanning multiple affiliate networks are strictly
prohibited. If you have an account with the RyleeJames.com.com in-house
affiliate program and also open a RyleeJames.com affiliate account with another
network such as Commission Junction, both affiliate accounts will be
terminated and all commissions will be forfeited. 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.
15.
Binding Arbitration. By
participating in this affiliate program, you agree to binding
arbitration for any disputes or claims that arise against
RyleeJames.com.com LLC or its subsidiaries in conjunction with this
program. An arbitration firm selected by RyleeJames.com.com LLC will
be the sole and final arbitrator for any and all disputes or
claims related or resulting from participation in this program.
All decisions rendered are final. You also are responsible for any
and all costs related to such arbitration.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND RYLEEJAMES.COM. BY
CONTINUING THE SIGN UP PROCESSS YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ
AND UNDERSTAND THE TERMS SET FORTH HEREIN AND ARE AFFIRMATIVELY
INDICATING YOUR ACCEPTANCE OF THIS AFFILIATE PROGRAM AGREEMENT AND
YOU AGREE TO BE BOUND BY THE TERMS THEREOF.
Once you click the accept button, You will be taken to complete the registration process.
|