This Agreement contains the complete terms and conditions that apply to an individual or entity's participation in the eclipsecovers.com Affiliate Program (the "Program"). This agreement is made and entered into eclipsecovers.com and you. As used in this Agreement, /we/us/our" means eclipsecovers.com.com and "you" means the applicant. "Site" means a World Wide Web site and, depending on the context refers to either our site or to your site.
To begin the enrollment process, you will submit a complete Program application. This Program application can be found at signup. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include, but are not limited to, those that:
Without limiting any other remedies, We may suspend or terminate Your account if You are found (by conviction, settlement, insurance or escrow investigation, or otherwise) to have engaged in fraudulent activity in connection with Our Site. Additionally, If You use, or attempt to use Our Program for purposes of, including but not limited to tampering, hacking, modifying or otherwise corrupting its security or functionality, Your account will be terminated, and You will be subject to damages and other penalties under the laws of the
State of Utah, including criminal prosecution where available. We also reserve the right to hold payments for transactions We deem suspicious. Furthermore, if You are found to have engaged in any abusive spamming practices, Your account will be subject to immediate termination and denial of payment. Please be aware that a network of contacts with major ISP's is in place, and if You spam, You will be caught.Moreover, Your account will be terminated, and Your account information will be turned over with Your personal information being forwarded to the appropriate organization and or authorities.
We do not and will not tolerate the sending of unsolicited email messages and will prosecute all offenders to the fullest extent of the law.
You will be found in violation of this policy if you send unsolicited mailings containing ANY reference to our company, our phone number, our site, including a reference to another site containing a reference to any of the above. Violation of this policy is terms for immediate termination and refusal of future use.
We strictly prohibit harassment, whether through language, frequency, or size of messages. Forging of header information is not permitted.
We do not allow unsolicited mail (UCE). This includes "Spamming" and "Bulk Mail" sent to persons who have otherwise not requested to receive such mail. Please note that this includes FFA page submission lists, or any other bulk list of recipients that have not specifically asked to receive email from you, including, but not limited to: sending unsolicited commercial email, sending any message to a recipient who did not request it, cross-posting messages to a large number of newsgroups or discussion groups, using your affiliate ID in association with any FFA pages, safe lists or mass distribution resources. If you violate this policy you will be subject to the following actions:
You will be held financially responsible for any damages incurred to our Company as a result of your violation of the SPAM policy, including, but not limited to, loss of web host, transferring fees, damages for lost clientele, and lost fees for "downtime" due to spam complaints.
4. Links on Your Site
Product and Home Page Link: You can select any one or more graphics offered to feature on your site. You may change the selection of your featured Icon(s) at any time, without our approval. You can display on your site a word or words, graphic image(s), or combination of words and images. The content, style and placement of these words and images will be your sole responsibility and within your sole discretion.You may not modify any icon, content, tool, text, trademark, or any of our images (collectively "Images") in any way.
For each selected Icon, you will also provide an electronic link to the eclipsecovers.com site as specified in you welcome email message using an Affiliate URL provided by us (a "Link"). It is your sole responsibility to set up the electronic Links connecting your site to the appropriate page and ensure that the electronic Links are in good and working order.
5. Order Processing
We will process product orders placed by customers who follow any Links from your site to the our site. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish.
We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms; process payments, cancellations, and returns; and handle customer service. We will track sales made to customers who purchase products using Links from your site to our site and will provide you with access to reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion but will generally be available on a continuous basis. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Links between your site and our site are properly formatted. All HTML tags are to be generated using the special HTML tags provided by us and are not to be altered in any manner. We will not be responsible for tracking and reporting sales that were not made through a Link formatted to our specifications.
6. Referral Fees
We will pay you referral fees on certain product sales to third parties. For a product sale to generate a referral fee, the customer must follow a Link (in the format specified above) from your site to the eclipsecovers.com site or use a coupon when ordering online. This person must purchase the product using our automated ordering system, and remit full approved payment to us. We will not, however, pay referral fees on any products that are subsequently purchased by that same customer during other transactions, unless such transactions stem from the customer reentering the site from a Link on your site, or using a coupon that you have given them. The only time our system will track a purchase is if the customer uses our ordering system. Products that are entitled to earn referral fees under the rules set forth above are hereinafter referred to as "Eligible Products."
You will earn referral fees based on the Sale Price of Eligible Products (as defined above), according to fee schedules to be established (and which we retain the absolute right to modify at any time) by us. "Sale price" means the sale price listed on our site for each product that we sell and excludes costs for shipping, handling, and taxes.
7. Fee Amount
8% of the Sale Price of all Eligible Products.
Other commission rates on special promotions as we may establish from time to time.
8. Fee Schedule
We will pay you referral fees within 30 days (usually 1 week) following a request from you. You can request payment at anytime after sufficient transactions have been approved to total an amount greater than 25.00 dollars. Only those transactions which have been approved up to that point will be paid. We will send you paypal payment, a check for the referral fees earned on products that were shipped during that time. If a product that generated a referral fee is returned or cancelled, we will deduct the corresponding fee from your next payment. If there is no subsequent payment, we will send you a bill for the cancelled referral fee for you to reimburse us.
9. Policies and Pricing
Customers who buy products through this Program will be deemed to be our customers. Accordingly all of our rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.
10. Limited License
We grant you a nonexclusive, revocable right to use the icon and message described in Section 8 and such other Icons and images for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist in generating product sales. You may not modify any icon, content, tool, text, trademark, or any of our images in any way. We reserve all of our rights in the icon, the message, any other images, our trade names and trademarks, and all other intellectual property rights. We may revoke your license at any time by giving you written notice.
11. 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. For example, you will be solely responsible for:
- the technical operation of your site and all related equipment
- posting Icons on your site and linking those icons to our site
- the accuracy and appropriateness of materials posted on your site (including, among other things, all product-related materials)
- ensuring that materials posted on your 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) ensuring that materials posted on your site are not libelous or otherwise illegal
THE ACCURACY AND LEGALITY OF ALL PRODUCT EFFICACY CLAIMS. YOU MAY NOT MAKE SPECIFIC CLAIMS REGARDING THE EFFICACY OF ANY PRODUCT. IF YOU MAKE UNSUBTANTIATED PRODUCT CLAIMS WITH RESPECT TO PRODUCTS WE SELL, YOUR MEMBERSHIP IN THE AFFILIATE NETWORK MAY BE TERMINATED IMMEDIATELY. We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site or any breach of your obligations under this agreement.
12. Terms of the Agreements
The terms of this Agreement will begin upon our acceptance of your 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 written notice of termination. You are only eligible to earn referral fees on sales occurring during the term of this Agreement, and fees earned through the date of termination will remain payable only if the related orders are not cancelled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
13. 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 Affiliate Control Center page. Modifications may include, for example, changes in 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 AFFILIATE CONTROL CENTER WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
14. Relationship of Parties
You and we 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.
15. Limitation of Liability
We will not be liable to you or any third party for any special, indirect or consequential damages (including, without limitation 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 this Agreement.
16. 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.
17. 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 THISAGREEMENT.
18. Identification of affiliates
We may identify you or your site as a participant in the Program without providing you prior notice or obtaining your specific written consent. Such identification may be oral, written, or electronic, and may include, but is not limited to, public announcements, promotional materials, internal and external reports, and public filings.
19. Assignment.
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.
20. Scope of Agreement.
This Agreement constitutes the entire agreement and understanding between us and you with respect to the subject matter hereof and supersedes all prior or contemporaneous written or oral agreements or representations between the parties. This Agreement may only be modified by a written instrument signed by all parties.
21. Miscellaneous
This Agreement will be governed by the laws of the United States and the state of Utah, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the state courts located in Cache County, Utah and you irrevocably consent to the jurisdiction of such courts. 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.
