This agreement (the “Agreement”) is made between HeavyRevy.com (the “Company”), and the Affiliate, (and collectively, the “Parties”) for participation in the MaxTheAx.com’s affiliate program. If the Affiliate does not want to participate in the affiliate program, please disregard the following agreement.
The Affiliate wishes to include certain materials promoting the Company’s eBooks and Games, and to include a link to the Company’s website within those materials on the Affiliate’s website;
NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agree as follows:
1. Promotional Materials. The Company shall make available to the Affiliate certain video advertisements, button links, text links, and/or other graphic or textual material for display and use on the Affiliate’s website (the “Promotional Materials”). The Affiliate shall display the Promotional Materials on the Affiliate’s website prominently and as the Affiliate sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement. The Affiliate shall also include a link from the Promotional Materials to the Company’s website, as specified by the Company.
2. Use of Promotional Materials. The Affiliate’s use and display of the Promotional Materials on the Affiliate’s site shall conform to the following terms, conditions and specifications:
a. The Affiliate may use any suitable and appropriate graphic, textual or other materials including game screen shots to promote the Company’s website. However, such materials must not be displayed in such a way so as to bring the Lord Jesus Christ or the Company into disrepute. At the sole discretion of the Company, the Affiliate will remove any material that is deemed to be offensive or inappropriate.
b. The Affiliate may only use the supplied Promotional Materials for the purpose of promoting the Company’s website (and the products and services available thereon), and for linking to the Company’s website.
c. The Affiliate may modify and improve the Promotional Materials supplied so as to optimize the click thru rate to the Company’s website.
d. The Promotional Materials will be used to link only to the Company’s website, to the specific page and address as specified by the Company.
3. License. The Company hereby grants to the Affiliate a nonexclusive, nontransferable license (the “License”) to use the Promotional Materials as specified under the terms and conditions of this Agreement. The term of the License shall expire upon the expiration or termination of this Agreement.
4. Intellectual Property. The Company retains all rights, ownership, and interests in the Promotional Materials, and in any copyright, trademark, or other intellectual property in the Promotional Materials. Nothing in this Agreement shall be construed to grant the Affiliate any rights, ownership or interests in the Promotional Materials, or in the underlying intellectual property, other than the rights to use the Promotional Materials granted under the License, as set forth in Section 3.
5. Relationship of Parties. This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between the Company and the Affiliate. The Affiliate shall provide services for the Company as an independent contractor. The Affiliate shall have no authority to bind the Company into any agreement, nor shall the Affiliate be considered to be an agent of the Company in any respect.
a. In exchange for the Affiliate’s display of the Promotional Materials, and for the Affiliate’s compliance with and performance of the terms and conditions of this Agreement, the Company shall pay to the Affiliate a commission (the “Commission”) in the amount of a percentage of products sold to users that access the Company’s website through a link on the Affiliate’s website. The current percentage posted is 50% (less PayPal’s Fees) as stated in the Affiliate Accounting Policy. This percentage is subject to change by the Company at any time upon giving the Affiliate 30 days notice of the change. Notification to the Affiliate of any change in the commission percentage will be given by the Company via the email address on hand for the Affiliate. Commissions will be based on purchases made by users within 30 days of using the Affiliate’s link to visit the Company’s website.
b. The Company shall keep accurate and up-to-date records of the data used to determine the total amount of Commissions owed to the Affiliate. The Affiliate shall be given reasonable access to these records upon request, this information will be available through the Affiliate Area. Any discrepancy between the amount of Commissions owed according to these records, and the actual amount of Commissions paid to the Affiliate in any period or periods shall be rectified by the Company within 14 days of discovering such discrepancy.
c. Commissions are held for a period of 2 months from any purchase date to protect the Company in the event of any chargeback that may occur. The Company shall pay all Commissions accrued and payable to the Affiliate within 7 days of the first day of each month (the “Commission Payment Date”). If on any Commission Payment Date, the amount of total Commissions accrued and payable to the Affiliate is less than $10.00, then such accrued and payable balance shall be held over to the following month, and paid together with the Commissions due for that month. If at any time, the balance of accrued and payable Commissions is held over for 2 consecutive months, then the Company shall pay all accrued and payable Commissions to the Affiliate in the third month, regardless of the total amount owed. Payment is made via the Affiliate’s PayPal account.
d. In the event that the Affiliate materially breaches this Agreement and the Company terminates this Agreement within 30 days of such breach, then any accrued and payable Commissions owing to the Affiliate shall be forfeited, and the Company shall not be obligated to pay such Commissions to the Affiliate.
7. Affiliate’s Representations and Warranties. The Affiliate represents and warrants the following:
a. The Affiliate has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in this Agreement.
b. The Affiliate’s website does not contain any materials that are:
i. Sexually explicit, obscene, or pornographic;
ii. 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. Solicitous of any unlawful behavior;
iv. Contrary to the teachings of the Holy Bible, the written Word of God.
c. The Affiliate has obtained any necessary clearances, licenses, or other permission for any intellectual property used on the Affiliate’s website. Nothing on the Affiliate’s website infringes upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infringement, nor does the Affiliate have any reason to believe that any person or entity will bring or threaten such a claim in the future.
d. The Affiliate will not use the Promotional Materials in any manner other than those set forth in Section 2 above.
e. The Affiliate will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property therein.
f. The Affiliate will not publish or otherwise distribute any advertising materials for the Affiliate’s website that reference the Company or the Company’s website unless the Company gives prior written consent to the distribution of such materials. The Affiliate will not use the Company’s name (or any name that is confusingly similar to Company’s name) for any purpose on its website, in its promotional materials, or in any other context except to promote the Company’s website as specified in this Agreement. The Affiliate will not register any domain name that incorporates the Company’s name, or that is confusingly similar to the Company’s name.
g. The Affiliate will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing the Company or the Company’s website.
8. Indemnification. The Affiliate shall indemnify the Company and hold harmless the Company from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of the Affiliate’s warranties set forth in Section 7 above. The Affiliate shall also indemnify and hold harmless the Company for any damage, loss or other cost arising out of the use or misuse by the Affiliate of the Promotional Materials.
9. Confidentiality. Any information that the Affiliate is exposed to by virtue of its relationship with the Company under this Agreement, which information is not available to the general public, shall be considered to be “Confidential Company Information.” The Affiliate may not disclose any Confidential Company Information to any person or entity, except where compelled by law, unless the Affiliate obtains prior written consent for such disclosure from the Company.
a. This Agreement shall take effect immediately, and shall remain in full force and effect indefinitely, or until terminated pursuant to this Section 10.
b. Either Party shall have the right to terminate this Agreement at any time and for any cause. The terminating Party must give written notice to the other Party at least 30 days prior to the intended date of termination.
11. Taxes. The Company shall not be responsible for any taxes owed by the Affiliate arising out of the Affiliate’s relationship with the Company as set forth in this Agreement. The Company shall not withhold any taxes from the Commissions paid to the Affiliate.
12. Limitation of Liability. The Company shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs associated with the procurement of substitute goods or services (whether the Company was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of service, termination of this Agreement, use or misuse of the Promotional Materials, or other performance of services under this Agreement.
13. Counterparts. This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.
14. Severability. If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
15. Headings. The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.
16. Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Affiliate, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.
This Agreement is subject to change upon giving the Affiliate 30 days notice.
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