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Affiliate Agreement
This Agreement contains the complete terms and
conditions which you (the "Affiliate") agree to be bound by as a participant in
7 Figures LLC("7 Figures LLC") affiliate program (the "Program") and which shall apply
once your application to participate in the Program has been accepted by 7 Figures LLC.
ARTICLE 1. INTRODUCTION
1.01 7 Figures LLC is the sole and exclusive owner of all right,
title and interest including all intellectual property rights in and to the
contents, logos, style, design, look and feel, trade names, trademarks to all
literary works, computer software programs, products, goods and services
(including and all future versions thereof) currently entitled the ("Product").
Product refers to the singular as well as the plural.
1.02 7 Figures LLCintends to sell and
distribute the Product electronically and or physically using, in part, third
party affiliates who will establish links to 7 Figures LLC's Web site where the Product will be
offered for sale.
1.03 If, in the future, 7 Figures LLC sells and distributes any
other goods or services through the Internet, it shall offer to its Affiliates
at that time the opportunity to become Vendor-Affiliates of such goods or
services. Such goods or services shall be included in the defined term "Product"
and this Agreement shall then also apply to such goods or services.
ARTICLE 2. PARTICIPATION & REPRESENTATION
2.01 7 Figures LLC hereby grants to the
Affiliate the non-exclusive and revocable right to market and advertise the
Product and to establish links to 7 Figures LLC's Web site, in accordance with this Agreement.
2.02 The Affiliate shall diligently and continuously
market and advertise the Product through the Internet and shall develop, operate
and maintain links from its site to 7 Figures LLC's site at its sole cost and expense.
2.03 The Affiliate represents and warrants to 7 Figures LLC that
this Agreement has been duly and validly executed and constitutes and shall
continue to constitute a legal obligation, enforceable in accordance with its
terms.
ARTICLE 3. AFFILIATE SALES COMMISSIONS
3.01 If, as a result of a direct advertising effort of
the Affiliate, a referred customer of the Affiliate or of a member of the
Affiliate's team (as defined) orders and pays for the Product or other goods or
services sold by 7 Figures LLC in the future, 7 Figures LLC shall pay the
Affiliate a sales commission determined in accordance with the Affiliate
Compensation Schedule which follows this Agreement and which forms an integral
part of it. The commission is based upon the paid selling price of the purchased
goods or services before tax and excluding returns ("Sales Commission").
3.02 AN AFFILIATE SHALL NOT RECEIVE A SALES COMMISSION
FOR A PRODUCT PURCHASE MADE, DIRECTLY OR INDIRECTLY, BY HIMSELF/HERSELF. 7 Figures LLC, in its sole and complete discretion may create multiple
level compensation plans. In the case of a multiple level compensation plan, an
Affiliate's Team means all Affiliates introduced to the Program by the Affiliate
in question. In the event that more than one Affiliate claims the same
commission for a sale, 7 Figures LLC shall select the Affiliate which shall receive the compensation.
3.03 The Affiliate shall be responsible for all taxes and other similar
levies applicable to the Sales Commission pursuant to any law or regulation. The
Affiliate shall report the Sales Commission to its taxation authorities as
required by law.
3.04 7 Figures LLC shall post and maintain, on a
current basis, a designated password-protected Web page for each Affiliate
showing the Affiliate's participation in the Program including number of
potential customers referred by it and an estimate of the Sales Commission owing
to it. 7 Figures LLCshall, on or about the 15th of each month, mail or
otherwise transmit the Sales Commission representing the amount payable for the
sales completed in the previous month. Sales statistics of the referred
transactions, supporting the amount paid, shall be made available on the
Affiliate's private site. Affiliates will receive the Sales Commission in USD. For administrative convenience, if the Sales Commission is
less than $1 dollars in a month, it shall be mailed during a
future month. The Affiliate may receive the Sales Commission where the amount in
question is less than $1 dollars by advising 7 Figures LLC and assuming 7 Figures LLC's cost of making the payment.
If an Affiliate maintains a balance of less than $1 dollars
of Sales Commission in a period of 12 consecutive months without asking for
payment during that time, the Sales Commission shall be forfeited. Sales
Commission overpayments may be deducted from future payments or shall be
reimbursed by the Affiliate.
3.05 Upon written request and at the Affiliate's
expense, the Affiliate may cause 7 Figures LLC's books and records to
be examined by an independent firm of accountants to ensure compliance with this
Agreement. In the event that the examination reveals an underpayment error of
more than 5%, the underpayment and the reasonable cost of the examination to a
maximum of $1000 dollars shall be paid by 7 Figures LLC. If the
examination does not reveal an underpayment as aforesaid, the Affiliate shall
compensate 7 Figures LLC for its reasonable cost to a maximum of $1000 dollars. The firm of accountants utilized shall limit
the scope of their examination to the relevant information regarding the Sales
Commission and shall keep private and confidential all information obtained in
the course of the said examination.
ARTICLE 4. AFFILIATE SITES AND PROMOTION METHODS
4.01 The Affiliate shall be solely responsible for all materials that appear
on its site. It shall strictly adhere to all applicable laws and regulations in
conducting its business and more specifically in marketing and advertising the
Product. Without restricting the generality of the foregoing, the Affiliate
shall not send unsolicited e-mail and shall not send e-mail or any other
communication to a recipient if the recipient has requested that it discontinue
such communication, nor shall it send or display on its Web site any material
that may be considered to be harassing, libelous, defamatory, legally obscene or
pornographic, threatening, abusive or hateful.
4.02 7 Figures LLC shall have the right, but not
the obligation, to pre-approve the graphics and logos used on any Web site which
is linked to its site. Furthermore, the Affiliate shall annotate its site with
appropriate copyright, trademark and other similar notices, which shall be
approved by 7 Figures LLC. If the Affiliate specifies a price point for the Product in
its marketing and advertising, it shall ensure that it is updated regularly to
reflect all price changes.
4.03 7 Figures LLC shall have the right to monitor the Affiliate's
Web site at any time and from time to time to determine if it is in compliance
with the terms and conditions on this Agreement.
4.04 The Affiliate agrees not to use any predatory
advertising methods designed to generate traffic from sites that they have not
contracted with in the online promotion of 7 Figures LLC's products, services or affiliate
program. Predatory advertising is defined as any method that creates or overlays
links or banners on web sites, spawns browser windows, or any method invented to
generate traffic from a web site without that web site owner's, knowledge,
permission, and participation. Examples include, but are not limited to, keyword
parsing, browser plugins such as TopText and Surf+, banner replacement
technology such as Gator, browser spawning technology that is not web site
dependent. Participation in predatory advertising programs will be cause for the
affiliate's immediate termination.
ARTICLE 5. ORDER PROCESSING
5.01 7 Figures LLC shall establish the
procedures of selling the Product including, without limitation, the placement
of orders, pricing, payment terms, processing, delivery, returns etc. Without
restricting the generality of the foregoing, 7 Figures LLC shall have the right to cancel, suspend
or delay any order for the Product, including the right to discontinue selling the
Product at any time.
ARTICLE 6. LICENSES AND GOODWILL PRESERVATION
6.01 7 Figures LLC shall have the right, but not
the obligation, to approve, in its sole and absolute discretion and with due
regard to the protection and preservation of the goodwill of the Product any
promotional, advertising or marketing item used by the Affiliate. The Affiliate
shall make all deletions and modifications suggested by 7 Figures LLC on any site
where the Product is mentioned.
6.02 The Affiliate shall acknowledge and clearly
identify and respect that all proprietary information, trademarks, copyrights
and all other similar rights in and arising out of the Product are, and shall
continue to be, the exclusive property of 7 Figures LLC. In the event
the Affiliate learns of any claim or allegation that the Product infringes upon
or violates any intellectual property or proprietary rights of a third party, or
contains any unlawful, libelous, or untrue statement, it shall immediately
notify 7 Figures LLCso as to enable 7 Figures LLCto defend, settle or otherwise resolve
the claim or allegation in a manner that 7 Figures LLC deems
appropriate in its sole discretion.
6.03 Customers who purchase the Product through the
Program shall be deemed to be customers of 7 Figures LLC, and the
Affiliate shall refer all Product-related questions, requests or queries to 7 Figures LLC. 7 Figures LLC shall have the right to utilize the Affiliate's name and
logo to advertise, market, promote and publicize in any manner the Product.
6.04 The Affiliate shall not make or give to a customer
or a potential customer any warranty, representation or other statement
concerning the Product without first obtaining the written consent of 7 Figures LLC.
ARTICLE 7. RELATIONSHIP OF PARTIES
7.01 While the parties shall work hand-in-hand for the
benefit of both, the parties acknowledge and agree that the Affiliate shall,
from a legal perspective, act as and shall be an independent contractor and not
an employee or agent of 7 Figures LLC. Nothing in this Agreement shall
create a partnership, joint venture, agency, or franchise between the parties in
the legal sense of these terms. The Affiliate shall not sign any document in the
name of or on behalf of 7 Figures LLC nor shall it hold itself out as
being an agent of 7 Figures LLC or as having apparent authority to
contract for or bind 7 Figures LLC.
ARTICLE 8. LIMITATION OF LIABILITY
8.01 In no event shall 7 Figures LLC be liable
for special, incidental, consequential or punitive damages, including, without
limitation, any damages resulting from loss of profits, loss of business or loss
of goodwill arising out of or in connection with this Agreement or the Product,
whether or not such party has been advised of the possibility of such damages.
7 Figures LLC shall not be liable for any damages if, for any reason
whatsoever, its Web site fails or is non-operational for any reason whatsoever.
ARTICLE 9. TERM OF THE AGREEMENT
9.01 In the event that the Affiliate breaches any of the
undertakings or obligations set forth in this Agreement and does not remedy same
within 7 days notice from 7 Figures LLC, it shall automatically forfeit
the Sales Commission then receivable or receivable at any time in the future.
7 Figures LLC shall, in addition, have the right to terminate this Agreement
and shall retain all other rights and remedies available to it at law or in
equity.
9.02 This Agreement shall automatically terminate if the
Affiliate ceases to actively market the Product for a period of 90 days. 7 Figures LLC shall have the right but not the obligation to terminate
this Agreement with an Affiliate whose Sales Commission in a calendar year was
in the bottom 20 percent of Sales Commission of all Affiliates in the calendar
year in question, by giving the Affiliate 90 days notice of termination. In such
cases the Sales Commission owing, representing the sums earned shall be paid
even after termination of this Agreement. The Affiliate shall have the right to
terminate this Agreement at any time upon written notice to 7 Figures LLC.
9.03 As soon as notice of termination of this Agreement
is given or upon termination as herein provided, the Affiliate shall immediately
cease its marketing and advertising of the Product and shall forthwith eliminate
all mention and references to the Product and all links to 7 Figures LLC. Pending the completion of the foregoing, 7 Figures LLC may hold in
abeyance the Sales Commission.
ARTICLE 10. MODIFICATION AND APPLICATION OF AGREEMENT
10.01 7 Figures LLC may, in good faith, modify any of the terms and
conditions contained in this Agreement (including the Affiliate Compensation
Schedule), at any time and in its sole discretion, by posting a change notice or
a new agreement on its Web site. If any modification to this Agreement is not
acceptable to the Affiliate, its only recourse is to terminate this Agreement.
The Affiliates continued participation in the Program following the said posting
of a change notice or new agreement shall constitute binding acceptance by the
Affiliate of the change.
10.02 If any of the provisions of this Agreement are determined by a court to
be unenforceable, they shall be severed from this Agreement, and the remaining
provisions shall remain in full force and effect.
10.03 The Affiliate shall not assign, transfer or convey
this Agreement or any part thereof to any other party without 7 Figures LLC's consent
which shall not be unreasonably refused.
10.04 This Agreement shall endure to the benefit of and be binding upon the
parties hereto and their respective heirs, legatees, executors, legal
representatives, successors and assigns.
10.05 This Agreement represents the entire agreement between the parties and
supersedes all prior negotiations, agreements and understandings, if any. For
greater certainty but without restricting the aforementioned, information
contained in any of the following shall not form part of this Agreement, namely:
Descriptions of the Program (including the descriptions
of Sales Commission payable to the Affiliates) on 7 Figures LLC's Web
site(s);
E-mail communications from 7 Figures LLC or from any of its
employees, officers or directors;
Information in the Product, or in marketing/informational documents.
ARTICLE 11. INDEPENDENT INVESTIGATION
11.01 The Affiliate acknowledges that it has reviewed
this Agreement and agrees to all its terms and conditions. The Affiliate
understands that 7 Figures LLC may at any time 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 the Affiliate's Web site. The Affiliate has
independently evaluated the desirability of participating in the Program and is
not relying on any representation, guarantee or statement other than as set
forth in this Agreement.
ARTICLE 12. MISCELLANEOUS PROVISIONS
12.01 Any reference in this Agreement to gender includes all genders and
words importing the singular number only shall include the plural and vice
versa.
12.02 The insertion of headings and the division of this Agreement into
Articles and Sections are for convenience reference only and are not to affect
its interpretation.
12.03 Each of the parties hereto covenants and agrees that it shall execute
and deliver such additional agreements and documents and do such acts and things
as may be reasonably necessary fully and effectually to carry out the intent and
purpose of this Agreement.
12.04 Time shall be of essence of this Agreement.
12.05 All notices, requests and other communications
shall be deemed to have been received when posted by 7 Figures LLC on its Web site. It shall
also be deemed to have been received on the next business day if transmitted by
Telecopier, e-mail or any other form of electronic mail to the last known
electronic address of the intended recipient.
12.06 If a dispute arises under this agreement, we agree
to first try to resolve it with the help of a mutually agreed-upon mediator in
the following location: IL. Any costs and fees other than attorney fees
associated with the mediation will be shared equally by each of us.
If it proves impossible to arrive at a mutually
satisfactory solution through mediation, we agree to submit the dispute to
binding arbitration at the following location: IL, under the rules of the American
Arbitration Association. Judgment upon the award rendered by the arbitration may
be entered in any court with jurisdiction to do so.
The parties have required that this Agreement and related documents be
drafted in English.
REJECTION CRITERIA
We will reject anyone who uses marketing techniques that...
Exploit sex to sell
Promote violence
Are hateful in any way
Are harassing or use spam in any way, shape, or form
Are libelous or defamatory
Are threatening or abusive
Are illegal or on the borderline
Violate the copyrights or trademarks of others
Are in such poor taste that we do not want the association.
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