All Things Admin Affiliate Agreement
PLEASE READ THE ENTIRE AGREEMENT.
YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND JULIE PERRINE INTERNATIONAL LLC D/B/A/ ALL THINGS ADMIN.
BY SUBMITTING THE ONLINE APPLICATION (DEFINED BELOW) YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY BOUND.
- Overview. This Affiliate Agreement (the “Agreement”) contains the complete terms and conditions that apply to you becoming an affiliate in the All Things Admin Affiliate Program (the “Program”). The purpose of this Agreement is to allow HTML linking between your website and the All Things Admin website. Please note that throughout this Agreement, “we,” “us,” and “our” refer to Julie Perrine International LLC d/b/a/ All Things Admin, and “you,” “your,” and “yours” refer to the Affiliate.
- Your Obligations
2.1 To enroll in the Program, you will be required to complete and submit an online or paper application provided by us (“Application”). We may reject your Application at our sole discretion, and we reserve the right to re-evaluate your Application at any time. We may deny your Application or cancel your participation in our Program at any point if we determine that your website violates appliable laws or is, or becomes, unsuitable for our Program, including but not limited to, if:
2.1.1 Your website promotes sexually explicit materials;
2.1.2 Your website promotes violence or hate speech;
2.1.3 Your website promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
2.1.4 Your website promotes illegal activities;
2.1.5 Your website incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law;
2.1.6 Your website includes “Julie Perrine”, “All Things Admin” or variations or misspellings thereof in its domain name
2.1.7 Your website is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion;
2.1.8 Your website distributes software that: 1) potentially enables diversions of commission from other affiliates in our program, or 2) contains malware;
2.1.9 You send, or authorize sending, email spam, whether or not you utilize the “Julie Perrine” or “All Things Admin” name or banner images;
2.1.10 You participate, or authorize participation, in spamming of newsgroups, message boards or chat rooms, whether or not you utilize the “Julie Perrine” or “All Things Admin” name or banner images;
2.1.11 You may create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website or design your website in a manner which leads customers to believe you are Julie Perrine International LLC or All Things Admin or any other affiliated business.
2.2 As a member of the Program, you will have access to HTML code (that provides for links to web pages within the All Things Admin website), banner images, and browse and get tracking codes for purchasers, and promotional coupon codes. In order for us to accurately keep track of all purchases, you must use the HTML code that we provide to you for each banner image, text link, or other affiliate link. In the alterative, in order for us to accurately keep track of all purchases, purchasers must use the promotional coupon codes that we provide to you.
2.3 We reserve the right, at any time, to review your placement and approve the use of HTML code, banner images, text links, or other affiliate links and require that you change the placement or use to comply with the guidelines provided to you.
2.4 You are solely responsible for the maintenance and updates of your website.
2.5 You acknowledge and agree that you are responsible for complying with all applicable laws and respecting all third-party rights, including intellectual property rights, in connection with your website.. We will not be liable if you use another person’s copyrighted material or other intellectual property in violation of the law or any third party rights.
2.6 You are solely responsible for obtaining and maintaining in good standing all bank accounts, payment accounts (e.g. PayPal), and all other financial, hosting, development, or advertising accounts associated with your website.
3. Our Rights and Obligations
3.1 We may monitor your website at any time for purposes of determining if you are complying with the terms and conditions of this Agreement. We may notify you of any changes to your website that we feel should be made, or to make sure that your links to our website are appropriate and to notify you further of any changes that we feel should be made. If you do not make the changes to your website that we feel are necessary, we reserve the right to terminate your participation in the Program immediately and without notice to you.
4. Term and Termination. This Agreement begins on the date we accept you into the Program and continues until terminated by either party in accordance with this Section 4 (the “Term”). We reserve the right to terminate this Agreement and your participation in the Program immediately and without notice to you the event you commit fraud in your use of the Program, violate applicable laws, or misuse the Program in any way. If such fraud or abuse is detected, we shall not be liable to you for any commissions of such fraudulent sales and all accumulated and unpaid commissions shall be forfeited. Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you. Any accumulated commissions or other moneys owed to you will not be paid if your account is terminated for violations of Sections 2.1, 3.2, 7, 10 or 13. Upon termination of this Agreement, the rights granted to you in Section 8 shall be revoked and you shall immediately cease use of the Licensed Materials (defined in Section 8).
5. Modification. We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and the Program rules. If any modification is unacceptable to you, you have the right to terminate this Agreement. Your continued participation in the Program following our posting of the change notice will indicate your agreement to the changes.
6. Commissions and Payment
6.1 Unless otherwise agreed to by the parties, we shall pay you a commission of twenty-five (25) percent of all eligible sales. To be an eligible sale, the purchaser must: 1) complete payment for a product; 2) at an e-commerce website owned or controlled by us, 3) for product(s) designated by us, and 4) have arrived at our website as a result of a click on a Program banner or a Program link. In the alternative, to be an eligible sale, the purchaser must: 1) complete payment for a product; 2) at an e-commerce website owned or controlled by us, 3) for product(s) designated by us, and 4) have entered a promotional coupon code assigned to Affiliate by us. No commission will be paid on any amounts that are charged back by or refunded to a purchaser or otherwise not received from the purchaser. At our discretion, we pay a higher commission for limited time periods and/or for selected products in order to encourage sales. To the extent applicable, we shall periodically provide you with a listing of designated products and their corresponding commission percentages. You recognize and agree that not all products will be eligible for commissions.
6.2 We shall issue payment (e.g. via PayPal) on the fifteenth day of each month if you have accumulated at least $25 in commissions in the preceding month. No payment will be issued if accumulated commissions are less than $25.
7. Promotion Restrictions
7.1 You are prohibited from engaging in any advertising that could be considered “spamming.” You are responsible for complying with all applicable laws relating to advertising and promotion, including but not limited to, The Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (CAN-SPAM). In all advertising and promotions, you must clearly represent yourself and your websites as independent from us. In the event we determine that you have violated this Section 7.1, we have the right to terminate this Agreement and your participation in the Program.
8. Grant of Licenses
8.1 During the Term of this Agreement. we grant to you a non-exclusive, non-transferable, revocable right to (i) provide promotional coupon codes to potential purchasers, (ii) access our website through HTML links solely in accordance with the terms of this Agreement, and (iii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose. You are only permitted to use the Licensed Materials to the extent that you are a member in good standing of the Program. You agree that all uses of the Licensed Materials will be on behalf of us and the good will associated therewith will inure to the sole benefit of us.
9. Disclaimer. WE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING OUR SERVICES, WEBSITES OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF MARKETABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. 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. Representations and Warranties. You represent and warrant that:
10.1 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
10.2 You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party.
11. Limitations of Liability. WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL ACCUMULATED BUT UNPAID COMMISSION FEES DUE TO YOU UNDER THIS AGREEMENT.
12. Indemnification. You hereby agree to indemnify and hold harmless Julie Perrine International LLC and All Things Admin, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any breach of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your website, your operation of your website, to any account associated with your website, including, without limitation, content therein and activities not attributable to us.
13. Confidentiality. All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without prior express written permission of the disclosing party.
14.1 You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement that reasonably would contradict anything in this Section.
14.2 Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
14.3 This Agreement shall be governed by and interpreted in accordance with the laws of the State of Indiana without regard to the conflicts of laws and principles thereof. The parties agree that the state and federal courts of Hamilton County, Indiana shall have jurisdiction over any dispute and agree that those same courts shall be the proper venue for resolution of any dispute.
14.4 You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
14.5 This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
14.6 The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
14.7 If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.