|
Two-Tier Affiliate IR Agreement
This Two-Tier Affiliate Agreement ("Agreement") contains the complete terms and conditions between us, Verdun Lyles Enterprises (VLE HOSTING), and you, regarding your application to participate as an Two-Tier Affiliate Independent Representative (IR) ("Affiliate"), of VLE HOSTING and the establishment of links from your Web site to our Web site, or setup of Your custom page on our website "www.verdunlyles.com."
BY SUBMITTING VIA FACSIMILIE, TO (925) 370-1620 AN APPLICATION TO JOIN THE VLE HOSTING TWO-TIER AFFILIATE INDEPENDENT REPRESENTATIVE PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ THIS OPERATING AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
VLE HOSTING's Two-Tier Affiliate IR Agreement Definitions
Requirements:
1. Enrollment in the Two-Tier Affiliate IR Network
To begin the enrollment process, you must submit a completed Two-Tier Affiliate IR Program Application. The Application can be found by logging on to WWW.VERDUNLYLES.COM. We will evaluate your application in good faith and will notify You of Your acceptance or rejection in a timely manner. We may reject Your application if We determine (in Our sole discretion) that Your site is unsuitable for Our Two-Tier Affiliate IR Program for any reason, including, but not limited to, inclusion of content that is, in Our opinion, unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable. If We reject Your application, for any reason, You may not reapply to the VLE HOSTING Two-Tier Affiliate IR Program utilizing the same domain name/URL if that domain name/URL has already been rejected nor may you reapply using a different domain/URL name then add the previously rejected domain name/URL. VLE HOSTING, in its sole discretion, reserves the right to notify or to not notify any prospective affiliate of their rejection from the VLE HOSTING Two-Tier Affiliate IR Program.
2. Promotion of Our Affiliate Relationship
If You qualify and agree to participate as an Affiliate Site, We will make available to You a variety of graphic and text links (each of these links sometimes being referred to herein as "Links" or, individually, as a "Link"), which, subject to the terms and conditions hereof. The Links will serve to identify Your site as a member of the VLE HOSTING Affiliate Program and will establish a link from Your site to Ours. The Links may connect to any area of Our site. In utilizing the Links, You agree that You will cooperate fully with Us in order to establish and maintain such Links. You also agree that You will display on Your site only those graphic or textual images (indicating a Link) provided by Us or text messages approved in writing by VLE HOSTING. All Affiliate Sites shall display such graphic and/or textual images prominently in relevant sections of their site. Any information with respect to Us that is going to be displayed on Your site must be provided by Us or approved by Us in writing in advance of any display. All Links may be modified and/or expanded from time to time throughout the term of this Agreement pursuant to the mutual agreement of the parties hereto. You are not allowed to post any coupon information unless We have given You written permission. Each Link connecting users of Your site to the pertinent area of Our site will in no way alter the look, feel, or functionality of Our site. In addition, We encourage (but do not require) You to include a Link to the home page of Our site.
3. Order Processing
We will process orders placed by customers who follow the Links from your Web site to the VLE HOSTING Web site, or orders placed using supplied affiliate IR number. We reserve the right, in our sole discretion, to reject orders that do not comply with certain requirements that we may establish from time to time. All aspects of order processing and fulfillment, including customer service, shipping, cancellation, processing, returns and payment processing will be our responsibility. We will track the amount of sales generated by your Web site and will make this information available to you through email reporting. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Links and promotional IR numbers between your Web site and our Web site are properly formatted.
4. Commissions
Commission rates will be paid to Affiliate IR's based on the sales acquired through the Affiliate Site, or affiliate Custom page on our site. Sales generated through these means entitle the Affiliate to earn a cash commission based on the following structure: a one-time fee of Sixty Five Dollars ($65.00) for each Qualifying Purchase, as well as Tier Two payment of Ten Dollars($10.00) for each qualifying purchase made from an affiliate site which you recruit. (as defined herein). *See Paragraph 6 for restrictions.
5. Commission Determination Only VLE HOSTING Products and Services that are (i) sold by Us, (ii) purchased by Customers linking to Our site from Your site pursuant to a Link, or purchase from your custom page on our site, Two-Tier payment of $10.00 for each qualifying purchase made from an affiliate site which you recruited, (iii) shipped and/or supplied by Us, and (iv) fully paid for will qualify for a commission (each, a "Qualifying Purchase"). VLE HOSTING, in its sole discretion, reserves the right to withhold indefinitely or reject any affiliate commission for any account/sale which has not been in an approved status as an account of VLE HOSTING for a period of at least thirty (30) days. VLE HOSTING also retains the right to review all commissions for possible fraud, including but not limited to the use of software that generates real and fictitious information. Any incidence of fraud constitutes a breach of this Agreement, and VLE HOSTING retains full authority to terminate this Agreement immediately.
6. Commission Payment
We will send a commission check for the applicable commission (less any taxes required to be withheld under applicable law) and a statement of activity to You. Commission checks and statements of activity will be sent approximately two weeks after a valid sale is properly completed. Commission payments shall be paid by check and mailed to You at the address posted in Your Affiliate IR profile. VLE HOSTING will not reimburse nor compensate You for any commission or other consideration other than for an approved valid sale, made solely by You, and in which Your sale was in approved status for a period of at least thirty (30 days). VLE HOSTING, in its sole discretion, reserves the right to withhold indefinitely or reject any affiliate commission for any account/sale which has not been in an approved status as an account of VLE HOSTING for a period of at least thirty (30) days. There are no minimum or maximum Affiliate IR commission payments. VLE HOSTING, in its sole discretion, reserves the right to modify the terms of this commission payment method or schedule.
7. Obligations Regarding Your Site
a. You will be solely responsible for the development, operation, and maintenance of Your site and for all materials that appear on Your site. Such responsibilities include, but are not limited to, the technical operation of Your site and all related equipment; creating and posting product reviews, descriptions, and references on Your site and linking those descriptions to Our Order Page; the accuracy and propriety of materials posted on Your site (including, but not limited to, all VLE HOSTING Product and Services - related materials); ensuring that materials posted on Your site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. We disclaim all liability and responsibility for such matters.
b. We have the right in Our sole discretion to monitor Your site at any time and from time to time to determine if You are in compliance with the terms of this Agreement. If You are not in compliance We may terminate this Agreement immediately.
9. VLE HOSTING Responsibilities
We will be responsible for providing all information necessary to allow You to make appropriate Links from Your site to Our site, or building your custom page on our site. VLE HOSTING will solely be responsible for order processing for orders/sales placed by a customer following a special Link from Your site, or from your custom page on our site, for tracking the volume and amount of sales generated by Your site, and for providing information to Affiliate Sites regarding sales statistics. VLE HOSTING will be solely responsible for all order processing, including but not limited to payment processing, shipping, cancellations, returns and related customer service. Any determination made by VLE HOSTING regarding the foregoing shall be binding absent manifest error.
10. Policies and Pricing
Customers who buy VLE HOSTING Products/Services through the Two-Tier Affiliate IR network will be deemed to be Our customers. Accordingly, all of Our rules, policies, and operating procedures concerning customer orders, customer service, and VLE HOSTING Product and Services 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 VLE HOSTING Products sold under the Two-Tier Affiliate IR Network in accordance with Our Own pricing policies. Prices and availability of VLE HOSTING Products may vary from time to time and region to region. Because price changes may affect products that You have listed on Your site, You may or may not be able to include price information in Your product descriptions. We will use commercially reasonable efforts to present accurate information, but We cannot guarantee the availability or price of any particular product.
11. Emails and Publicity
You shall not create, publish, transmit or distribute, under any circumstances, any bulk electronic mail messages (also known as "SPAM") without prior written consent from VLE HOSTING for each and every day when any bulk mailing will occur. VLE HOSTING, in its sole discretion, reserves the right to reject each and every email mailing. Additionally, You may only send emails containing an VLE HOSTING Two-Tier Affiliate IR link and or a message regarding VLE HOSTING or VLE HOSTING's Two-Tier Affiliate IR program to person(s) who have been previously contacted and whom consented to the fact that the affiliate will be sending an email containing VLE HOSTING information or information about the VLE HOSTING Two-Tier Affiliate IR program. Failure by You to abide by this section, in any manner, will be deemed a material breach of this Agreement by You and foreclose any and all rights you may have to any commissions.
12. Licenses and Use of the WWW.VERDUNLYLES.COM Logos and Trademarks.
a. WE GRANT YOU A NON-EXCLUSIVE, NON-TRANSFERABLE, REVOCABLE RIGHT TO (i) ACCESS OUR SITE THROUGH THE LINKS SOLELY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND (ii) SOLELY IN CONNECTION WITH SUCH LINKS, TO USE THE WWW.VERDUNLYLES.COM TRADEMARK AND LOGO AND SIMILAR IDENTIFYING MATERIAL RELATING TO US (BUT ONLY IN THE FORM(S) THAT THEY ARE PROVIDED BY US) (COLLECTIVELY, THE "LICENSED MATERIALS"), FOR THE SOLE PURPOSE OF SELLING VLE HOSTING PRODUCTS ON YOUR SITE FOR WWW.VERDUNLYLES.COM. YOU MAY NOT ALTER, MODIFY, OR CHANGE THE LICENSED MATERIALS IN ANY WAY. YOU ARE ONLY ENTITLED TO USE THE LICENSED MATERIALS TO THE EXTENT THAT YOU ARE A MEMBER IN GOOD STANDING OF THE VLE HOSTING TWO-TIER AFFILIATE IR PROGRAM.
b. You shall not make any specific use of any Licensed Materials for purposes other than selling VLE HOSTING Products and Services, without first submitting a sample to Us and obtaining the prior written consent of Your VLE Hosting account executive, which consent shall not be unreasonably withheld. You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays VLE HOSTING, any hosted member of VLE HOSTING or any VLE HOSTING employee or representative in a negative light. We reserve all of Our rights in the Licensed Materials and of Our other proprietary rights. We may revoke Your license at any time, by giving You written notice. If not revoked, this license shall terminate upon expiration or termination of this Agreement.
c. You grant to Us a non-exclusive license to utilize Your names, titles, and logos, as the same may be amended from time to time (the " Affiliate Trademarks"), to advertise, market, promote, and publicize in any manner Our rights hereunder; provided, however, that We shall not be required to so advertise, market, promote, or publicize the Affiliate Trademarks. This license shall terminate upon the expiration or termination of this Agreement.
13. Term of the Agreement
The term of this Agreement will begin upon Our acceptance of Your Two-Tier Affiliate IR 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 commission on sales occurring during the term, and commissions earned through the date of termination will remain payable only if the related VLE HOSTING Products orders are not cancelled or returned. We may withhold Your final payment for a reasonable time to ensure that no overpayment is made.
14. Modification
We may modify any of the terms and conditions contained in this Agreement at any time in Our sole discretion. You will be notified by email and a change notice will be posted on Our site. VLE HOSTING, in its sole discretion, reserves the right to notify You by email and further reserves the right to withhold notification of any changes made to this Agreement. Modifications may include, but are not limited to, changes in the scope of available commissions, commission schedules, payment procedures, and Affiliate Program rules. If any modification is unacceptable to You, Your only recourse is to terminate this agreement. Your continued participation in the Two-Tier Affiliate IR Program following Our posting of a change notice or new agreement on Our site will constitute binding acceptance of the change.
15. Disclaimers
We make no express or implied warranties or representations with respect to the Two-Tier Affiliate IR Program or any VLE HOSTING Products sold through the Two-Tier Affiliate IR Program (including, without limitation, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF 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.
16. Relationship of Parties
You and VLE HOSTING 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.
17. Representations and Warranties
You hereby represent and warrant to us as follows:
a. 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.
b. The execution, delivery, and performance by You of this Agreement and the consummation by You of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which You are subject, (ii) any order, judgment, or decree applicable to You or binding upon Your assets or properties, (iii) any provision of Your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to You or binding upon Your assets or properties.
c. You are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to Us the license to use Your trademarks in the manner contemplated herein, and such grant does not and will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to You or binding upon Your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.
d. No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by You in connection with the execution, delivery, and performance of this Agreement or the taking by You of any other action contemplated hereby.
e. There is no pending or, to the best of Your knowledge, threatened claim, action, or proceeding against You, or any Affiliate of Yours, with respect to the execution, delivery, or consummation of this Agreement, or with respect to Your trademarks, and, to the best of Your knowledge, there is no basis for any such claim, action, or proceeding.
f. During the term of the Agreement, You will not include in Your site content that is, in Our opinion, unlawful, harmful, threatening, defamatory, obscene, harassing, racially, ethically, or otherwise objectionable.
g. You are at least sixteen (16) years of age.
18. Disclaimers
We make no express or implied warranties or representations with respect to the Two-Tier Affiliate IR Program or any products or services or other items sold through the Two-Tier Affiliate IR 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 Web site will be uninterrupted or error-free, and will not be liable for the consequences of any interruptions or errors.
19. Limitation of Liability
WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE TWO-TIER AFFILIATE IR 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 TWO-TIER AFFILIATE IR PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.
20. Indemnification
You hereby agree to indemnify and hold harmless Us and Our 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 claim that Our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by You herein, or (iii) any claim related to Your site, including, without limitation, it's development, operation, maintenance and content therein not attributable to Us.
21. Confidentiality
Each of the parties here to agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, shall remain strictly confidential and shall not be utilized for any purpose outside the terms of this Agreement except and solely to the extent that any such information is (a) already lawfully known to or independently developed by the receiving party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third party any obligation of confidentiality to the discloser hereunder. Notwithstanding the foregoing, each party is hereby authorized to deliver the copy of any such information (a) to any person pursuant to a valid subpoena or order issued by any court or administrative agency of competent jurisdiction, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Exchange Act of 1933, as amended, and the rules and regulations promulgated there under, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated there under.
22. Independent Investigation
YOUR APPLICATION SUBMISSION ACKNOWLEDGES THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER RELATIONSHIPS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT. WE MAY ALSO SOLICIT CUSTOMER RELATIONSHIPS WITH ENTITIES THAT OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE VLE HOSTING TWO-TIER AFFILIATE IR PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
23. Governing Law
The laws of the United States and the State of California will govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in San Francisco County, San Francisco, California and You irrevocably consent to the jurisdiction of such courts. 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. 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 a provision or any other provision of this Agreement.
I INDICATE MY APPROVAL OF THIS AGREEMENT AND DESIRE TO BECOME AN TWO-TIER AFFILIATE IR UNDER THESE TERMS AND CONDITIONS BY FILLING OUT AND SUBMITTING VIA FACSIMILIE TO (925) 370-1620 THE AFFILIATE ENROLLMENT
APPLICATION FORM.
|
|
