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Affiliate Program Agreement

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Affiliate Program Agreement Powered By Docstoc
					This is an agreement between a website owner and an affiliate website to participate in
an affiliate program online. It contains the terms and conditions that apply to an affiliate
to participate in the website owner's affiliate program. Pursuant to the terms of this
agreement as drafted, the affiliate includes links to the owner's website on the affiliate's
website, and then tries to influence the affiliate's visitors to go to the owner's website
and interact there or purchase items on that website. In the event that the visitor to the
affiliate's website uses the affiliate link and then purchases an item or otherwise
engages in a financial transaction on the owner's website, the affiliate receives a
commission.
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© Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. IT IS
ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER                                      C
PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.
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                               AFFILIATE PROGRAM AGREEMENT                                                                                                        y
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This Affiliate Program Agreement (the “Agreement”) is made and effective this                                                                                     i
_______________ day of ___________________, 20____ [Instruction: Insert Date] (the                                                                                g
“Effective Date”), by and between ______________________ [Instruction: Insert Owner                                                                               h
Name], ____________________ [Instruction: Insert Address] (the “Owner”), and                                                                                      t
________________________ [Instruction: Insert Affiliate Name], _____________________
[Instruction: Insert Address] (the “Affiliate”).                                                                                                                  E
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WHEREAS, the Owner maintains and owns a website named ________________________                                                                                    v
[Instruction: Insert Owner’s Website URL] (the “Owner’s Website”).                                                                                                i
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WHEREAS, the Affiliate maintains and owns a website named ________________________                                                                                i
[Instruction: Insert Affiliate site URL] (the “Affiliate’s Website”).                                                                                             o
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WHEREAS, the Owner is the sponsor of an affiliate program named _______________
[Instruction: Insert Affiliate Program Name] the (“Affiliate Program”).                                                                                           C
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WHEREAS, the Affiliate wishes to apply for the Affiliate Program of the Owner, the Owner                                                                          r
hereby accepts the Affiliate into the Affiliate Program upon the terms and conditions as                                                                          p
contained in this Agreement; and                                                                                                                                  o
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NOW, THEREFORE, for good and valuable consideration, receipt and sufficiency of which is                                                                          a
hereby acknowledged, and in consideration of the promises and covenants hereinafter contained,                                                                    t
the parties hereto agree as follows:                                                                                                                              i
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1. AFFILIATE PROGRAM ENROLLMENT                                                                                                                                   n
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   A. To begin the enrollment process for the Affiliate Program, the Affiliate must complete
and submit to the Owner an Affiliate Program application form (the “Application”). The Affiliate                                                                  2
Program application form is included on the Owner’s Website and can be completed and                                                                              0
submitted through Owner’s Website.                                                                                                                                0
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    B. The Owner will evaluate the Application in good faith and will notify the Affiliate of                                                                     .
acceptance or rejection of the Application in a timely manner. The Owner reserves the right to
approve or reject any Application in its sole and absolute discretion. The Affiliate will have no                                                                 A
legal recourse against the Owner for the rejection of the Application.                                                                                            l
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    C. The Owner may reject the Application if Owner determines, in Owner’s sole and absolute
discretion, that the Affiliate Website is unsuitable for the Affiliate Program for any reason,                                                                    r
including, but not limited to the following: if the Affiliate’s Website is not complete, or if the                                                                i
Affiliate’s Website contains any illegal, immoral, repulsive, defamatory, derogatory, harassing,                                                                  g
harmful, threatening, obscene, vulgar, pornographic, racial or ethnic objectionable materials,                                                                    h
depicts sexual situations, promotes discrimination on the basis of race, sex, sexual preference,                                                                  t
national origin, ethnicity, nationality, disability, religious preference, or if the Affiliate’s site                                                             s

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© Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. IT IS
ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER
PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.


contains any material that appears to Owner to violate any patent, trademark, copyright, trade
secret, confidential information, or other proprietary rights of any other third party.

  D. Even after successful enrollment of the Affiliate as an Affiliate Program member, the
Owner reserves the right, at its sole and absolute discretion, to rescind or terminate the Affiliate’s
member status for any reason, including but not limited to the reasons set forth above.

2. TERM AND TERMINATION

This Agreement shall be effective upon the Owner’s acceptance of the Application. This
Agreement shall remain in full force and effect until terminated by the Affiliate or by the Owner.
Either the Owner or the Affiliate may terminate this Agreement at any time, with or without
cause, by giving the other party thirty (30) day’s written notice of termination. This Agreement
may be terminated by the Owner if the Owner becomes aware of any failure by Affiliate in
comply with the terms of this Agreement or any policies and procedures of Affiliate Program
that may be established and amended by the Owner in its discretion from time to time. Upon
such termination the Affiliate shall not entitled to receive any accrued commissions up to the
date of such termination. In the event if this Agreement is terminated for any other reason, the
Affiliate will have a right to receive its accrued commissions through the effective date of
termination.

3. COSTS & EXPENSES

The Affiliate will be fully responsible for all costs and expenses involved in maintaining and
marketing the Affiliate Program, including, but not limited to, all costs associated with the
creation, hosting, modification, and improvements to the Affiliate’s Website, all costs of search
engine placement and other Internet marketing, costs of inserting the Owner’s links into the
Affiliate’s Website, offline marketing costs, postage costs, and all other costs and expenses, and
the Affiliate hereby holds the Owner harmless from or against the same.

4. LINKS ON AFFILIATES WEBSITE

    A. The Affiliate will place links on its site directing users of the Affiliate’s Website via
hypertext link (the “Links”) to the Owner’s Website. The Links will serve to identify the
Affiliate’s Website as a member of Owner’s Affiliate Program and will establish a link from the
Affiliate Site to the Owner’s Website. The Links may connect to specific places or products on
the Owner’s Website. The Owner will provide the Affiliate with all necessary button links, text
links, and banner advertisements to be placed on the Affiliate’s Website. The Affiliate will
cooperate with the Owner in the establishment and placement of Links on the Affiliate’s
Website. All Links may be modified and/or expanded from time to time throughout the term of
this Agreement pursuant to the mutual written agreement of the parties hereto.

    B. The Owner grants the Affiliate a revocable, non-exclusive, worldwide, royalty-free
license to utilize the Owner’s logo and images containing Owner’s trademarks and other
proprietary property provided to the Affiliate’s Website for and during the term of the Affiliate’s
active participation in the Affiliate Program. The Affiliate may display these materials on the
© Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. IT IS
ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER
PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.


Affiliate’s Website for the sole purpose of promoting the Owner’s Website and participating in
this Affiliate Program. If the Affiliate discontinues the Affiliate Program for any reason, the
Affiliate will immediately cease using these materials and will delete all such materials from
Affiliate’s Website and from its computer.

    C. The Owner grants the Affiliate a revocable, non-exclusive, worldwide, royalty-free
license to use the Links provided by Owner, solely on Affiliate’s Website. Any additional
websites or entities will require additional Applications and approval by the Owner.

    D. The Affiliate shall not have the right to modify, change or revise the form, size, content,
and appearance of the Links or any other material provided by the Owner for the placement of
the links on the Affiliate’s Website. The Owner shall have the right in its sole discretion to
monitor the Affiliate Site at any time and from time to time to determine if the Affiliate is in
compliance with the terms of this Agreement.

    E. All licenses granted herein shall immediately terminate upon the termination from the
Affiliate Program. The Owner may also terminate said licenses upon notice to the Affiliate in the
event that the Affiliate’s use of the Links and/or materials is contrary to or does not conform to
the Owner’s standards, such standards to be determined by the Owner, in the Owner’s sole and
absolute discretion.

5. CUSTOMER SERVICE

Customers who buy Owner’s Products through the Affiliate Program will be deemed to be
customers of Owners. Accordingly, all of Owner's rules, policies, and operating procedures
concerning customer orders and customer service will apply to those customers. The Owner will
be responsible for handling all customer inquiries, product orders, customer billing and
collection, product shipment relative to customers that enter the Owner’s Website through the
Links. Pricing of the Owner products and services is totally within its discretion and the Owner
reserves the right to change the Owner’s policies and procedures, pricing structure, terminate any
special offers, discontinue products or services, or change the terms under which products or
services are offered at any time, without any advanced notice to the Affiliate or users accessing
the Owner’s Website.

6. COMMISSION

    A. For a product sale to generate a referral fee (“Commission”), the customer must follow a
Link to Owner’s Website; purchase a product on the Owner’s Website; and remit full payment to
Owner Commissions will be calculated based upon the gross sales price. Gross Sales Price shall
mean all payments received by the Owner by the sales of the product, but not including any
shipping and handling, sales tax, special service fees such as gift wrapping or packaging, late
charges, collection costs, imports/export duties, amounts due to credit card fraud, credits given to
customers, bad debt right-off and returned goods.

  B. The Affiliate shall be paid Commissions only on sales that are tracked through the
Owner’s online tracking system and indicate the Link as the source. Affiliate will not receive any
© Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. IT IS
ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER
PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.


Commission if: (i) a user later returns to the Owner’s Website and makes a purchase through
another link or source other than through the Link; (ii) a subsequent sale if made even if the
customer first arrived at the Owner’s Website through the Link; (iii) a customer visits the
Owner’s Website through the Link and instead of placing an online order calls and places an
order via telephone.

    C. The Commission rate structure is currently set forth in Exhibit “A” of this Agreement,
attached hereto and incorporated herein. The Owner reserves the right to change and amend the
commission rate structure at any time, in the Owner’s sole discretion.

    D. Commissions, less any taxes that we are required by law to withhold, will be paid to the
Affiliate on a monthly basis. Commissions will be adjusted for orders that are cancelled,
returned, or where payment is otherwise refunded to the purchaser. All payments will be made
via company check sent to the address that the Affiliate supplied in the Affiliate Program
Application.

7. TRADEMARKS AND COPYRIGHTS

    A. The Affiliate shall have a revocable, non-exclusive, worldwide, royalty-free for the term
of this Agreement to use the trademarks, logos, and copyrighted material that the Owner
provided to the Affiliate by the Owner for use on the Affiliate’s Website. The Affiliate may only
use the images that the Owner specifically makes available to the Affiliate, which is specifically
designated as approved images for Affiliate Program members. The Affiliate may not distribute,
reproduce, modify, amend, or create derivatives of these images in any way. The Affiliate may
use these images only for the purposes of promoting the Owner’s Website and products on the
Affiliate’s Website in compliance with the Affiliate Program policies and procedures and the
terms of this Agreement.

    B. This Agreement in no way infers that the Owner’s Website belongs to Affiliate. No such
transfer of ownership interest is intended. All of the materials and information including
trademarks and copyrights appearing on the Owner’s Website are copyrighted and are owned by
Owner. The mere fact that the name of the Owner’s Website appear as an “Affiliate” of Affiliate
shall not serve to convey any ownership interest in and to the Owner’s Website to Affiliate. The
Owner will retain all goodwill and other value associated with any of the materials provided to
the Affiliate. The Affiliate by virtue of this Agreement will not gain any trademark, copyright or
other proprietary rights in and to such materials. The Affiliate agrees not to take any action that
is contrary to or inconsistent with the Owner rights to these materials. The Affiliate will not use
these materials in any way that damages, defames, disparages, derogates, or negatives the
Owner’s business or reputation. The Owner may revoke the licenses granted hereunder at any
time in writing to the Affiliate. Upon termination or revocation, the Affiliate will immediately
cease any use of this material. The Affiliate is not permitted to use any other proprietary
materials which are not provided to the Affiliate hereunder, including but not limited to
trademarks, copyrights, logos, text, and any other materials that belong to the Owner or to any
other party and which may appear on the Owner’s Website.
© Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. IT IS
ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER
PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.


     C. The Affiliate grants to the Owner a revocable, non-exclusive, worldwide, royalty-free
license to use the Affiliate’s trademarks, trade names, service marks, business names, web page
titles, slogans, logos, and copyrighted materials for the purposes of promoting, advertising,
announcing, or marketing the Affiliate’s participation in the Affiliate Program. The Affiliate
represents and warrants that Affiliate is the absolute, sole and exclusive owner of all such
materials and that no other party has any rights in and to any of these materials and that these
materials do not infringe upon or otherwise interfere with the rights of any other party. The
Affiliate is not under any legal or contractually limitation on the right to so license these
materials. The Owner has no obligation to announce, advertise, market, or promote the Affiliate
participation in the Owner Affiliate Program, but reserves the right to do the same at its sole
discretion.

8. AFFILIATE’S RESPONSIBILITY FOR AFFILIATE’S WEBSITE

    A. The Affiliate is solely responsible for the development, maintenance, operation of the
Affiliate’s Website and for placing Links on Affiliate’s Website in compliance with the terms of
the Affiliate Program.

    B. The Affiliate is completely responsible for all items and material that appear on Affiliate’
Website and for assuring that such items do not infringe upon or violate the rights (including, but
not limited to, copyrights, trademarks, privacy or other personal or proprietary rights, or other
rights) of any third party. The Owner is not responsible for any matter pertaining to the
Affiliate’s site or the content thereof.

   C. The Affiliate represents and warrants to the Owner that its site does not and will not
contain any materials that are illegal and that the Affiliate’s site is not operated for an illegal
purpose or in an illegal manner.

    D. The Affiliate will indemnify and hold harmless the Owner from any and all claims,
damages, suits, threats, demands, liabilities, expenses (including without limitation attorney fees)                                                              ©
actions, causes of action relating to the development, operation, maintenance, and contents of the
Affiliate Site.                                                                                                                                                   ©
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9. REPRESENTATIONS, WARRANTIES, INDEMNIFICATION AND LIABILITIES                                                                                                   C
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      A. The Affiliate represents and warrants to the Owner that:                                                                                                 p
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       i.  The Affiliate has the complete power and authority to enter into this Agreement and                                                                    g
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that this Agreement constitutes a valid and legally binding agreement enforceable against the                                                                     i
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Affiliate.                                                                                                                                                        t
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      ii. The execution, delivery, and performance by the Affiliate of this Agreement and the                                                                     E
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consummation by the affiliate of the transactions contemplated hereby will not conflict with or                                                                   n
violate (a) any provision of law, rule, or regulation to which the affiliate is subject, (b) any order,                                                           E
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judgment, or decree applicable to the affiliate or binding upon the Affiliate's assets or properties,                                                             i
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© Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. IT IS
ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER
PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.


(c) any provision of the affiliate's by-laws or certificate of incorporation, or (d) any Agreement or
other instrument applicable to the affiliate or binding upon the affiliate's assets or properties.

     iii. There is no pending or, to the best of the Affiliate's knowledge, threatened claim,
action, or proceeding against the Affiliate, with respect to the execution, delivery, or
consummation of this Agreement, or with respect to the affiliate's trademarks, and, to the best of
the affiliate's knowledge, there is no basis for any such claim, action, or proceeding.

    B. The Affiliate hereby indemnifies and holds harmless the Owner, its officers, directors,
employees, contractors, affiliates, agents, successors and assigns from and against any and all
claims, liabilities, damages, actions, causes of action, suits, threats, demands, settlements,
including all costs and attorney fees related thereto, that the Owner may incur and which are
based in whole or in part upon the Affiliate’s participation in the Affiliate Program, any claims
that any of the Affiliate trademarks and other proprietary material infringe upon the rights of any
other party, the Affiliate breach of any term, covenants, condition, representation or warranty
contained in this Agreement or any policies of participation in the Affiliate Program, or any
claim related directly or indirectly to the Affiliate use, operation or the content of the Affiliate’s
Website.

   C. THE OWNER HEREBY DISCLAIMS ANY AND ALL WARRANTIES AND
LIABILITIES RELATED TO ANY DOWNTIME OR FAILURE FOR USERS TO BE ABLE
TO ACCESS OWNER’S WEBSITE OR TO ACCESS OWNER’S WEBSITE USING THE
LINKS FROM THE AFFILIATE’S WEBSITE. FURTHERMORE, THE OWNER SHALL
NOT BE RESPONSIBLE FOR AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES
RELATED TO OWNER’S WEBSITE, THE AFFILIATE PROGRAM, THE AFFILIATE’S
PARTICIPATION IN THE AFFILIATE PROGRAM, THE AFFILIATE’S ABILITY TO
MAKE ANY COMMISSIONS OR OTHERWISE PROFIT THROUGH PARTICIPATION IN
THIS AFFILIATE PROGRAM, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES
OF FITNESS FOR ANY PARTICULAR PURPOSE OR MERCHANTABILITY, NON-
INFRINGEMENT, OR ANY CLAIM MADE BASED UPON THE OWNER’S COURSE OF
DEALING OR USAGE OF TRADE. THE OWNER DOES NOT REPRESENT OR
WARRANT THAT OWNER’S WEBSITE OR ANY APPLICATION, INCLUDING, BUT
NOT LIMITED TO, ITS LINK TRACKING FEATURE WILL BE ERROR FREE OR THAT
THEY WILL FUNCTION WITHOUT INTERRUPTION.

   D. THE OWNER SHALL NOT BE RESPONSIBLE FOR ANY DIRECT OR INDIRECT
DAMAGES OR LIABILITIES OF ANY NATURE, INCLUDING BUT NOT LIMITED TO
INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES, LOSS PROFITS,
LOST BUSINESS OPPORTUNITY OR ANY OTHER DAMAGES; REGARDLESS OF
WHETHER THE OWNER WAS OR HAVE BEEN ADVISED OF THE POSSIBILITY OF
THE SAME AND TOOK NO ACTION TO PREVENT THE SAME.

    E. Without limiting the forgoing, the Owner total liability for any damages arising
hereunder shall never exceed the total commissions paid and payable by the Owner pursuant to
the terms hereof.
© Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. IT IS
ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER
PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.



10. MISCELLANEOUS

    A. Modification. The Owner reserves the right in its sole and absolute discretion, to modify
any terms and conditions of the Affiliate Program and the terms and conditions of this
Agreement upon giving thirty (30) days’ written notice to the Affiliate. The Affiliate will be
notified by email and a change notice will be posted on the Owner’s Website. Modifications may
include, but are not limited to, changes in the scope of available commissions, commission
schedules, payment procedures, and Affiliate Program rules. The Affiliate may terminate
participation in the Affiliate Program in the event that any of these modifications are
unacceptable to the Affiliate and such termination shall be the Affiliate sole and exclusive
remedy. In the event that the Affiliate continues to participate in the Affiliate Program following
such modifications, the Affiliate will be deemed to accept any and all such changes.

    B. Confidentiality. Except as otherwise provided in this Agreement or with the consent of
the other party hereto, each of the parties hereto agrees that all information concerning Owner or
the Affiliate, respectively, provided by or on behalf of them shall remain strictly confidential and
secret and shall not be utilized, directly or indirectly, by such party for its own business purposes
or for any other purpose except and solely to the extent that any such information is generally
known or available to the public through a source or sources other than such party hereto.
Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such
information (i) to any person pursuant to a subpoena issued by any court or administrative
agency, (ii) to its accountants, attorneys, or other agents on a confidential basis, and (iii)
otherwise as required by applicable law, rule, regulation, or legal process.

    C. Choice of Law/Venue. This Agreement shall be interpreted under the laws of the State of
______________________, [Instruction: Insert State], applicable to agreements to be wholly
performed therein, with jurisdiction exclusive to the Federal and State courts located in the
County of _____________ [Instruction: Insert County], State of ______________
[Instruction: Insert State], and the parties hereto irrevocably consent to the jurisdiction of such
courts.

    D. Relationship of the Parties. The parties hereto are independent contractors and nothing
contained herein shall be interpreted as creating any relationship other than that of independent
contracting parties. The parties shall not be construed as being partners, joint venturers,
shareholders, employer/employee, or agent/servant. The Affiliate has no power or authority to
bind the Owner to any obligation, agreement, debt or liability. The Affiliate shall not hold itself
out as an agent or representative of the Owner.

    E. Notices. Notices to the Owner shall be sent by certified mail, return receipt requested
addressed to the address contained in this Agreement, or such other address that the Owner
provide notice of to the Affiliate via Email or by posting the same on the Affiliates section of the
Owner’s Website. Notices to the Affiliate shall be by Email addressed to the Email address that
the Affiliate has provided to the Owner in the Affiliate’s Affiliate Program Application or by
posting such notices on the Affiliate section of the Owner’s Website. It shall be the Affiliate
responsibility to check the Affiliate section of the Owner Website periodically to monitor all
notices set forth thereon.
© Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. IT IS
ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER
PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.




    F. Assignment. This Agreement is only for the benefit of the party that the Affiliate list in
the Affiliate Program Application. The Affiliate shall have not right to assign this Agreement or
any benefits or obligation hereunder to any other party or legal entity. Any attempted assignment
shall be void. Subject to this restriction, this Agreement will be binding on, inure to the benefit
of, and enforceable against the parties and their respective successors and assigns.

    G. Entire Agreement. This Agreement sets forth the entire agreement and understanding
between the parties with respect to the subject matter hereof and supersedes any and all prior
discussions, understandings, agreements, representations, warranties or covenants between the
parties related to the subject matter hereof. This Agreement may only be amended by a writing
signed by the authorized representative of each of the parties, except as otherwise set forth
herein. Any waiver of a breach or default under this Agreement shall not constitute a waiver of
any subsequent or other breach or default and shall not serve to modify the agreements set forth
herein.

    H. Waiver. No failure of Owner to pursue any remedy resulting from a breach of this
Agreement by Affiliate shall be construed as a waiver of that breach, or as a waiver of any
subsequent or other breach unless such waiver is in writing and signed by an authorized
representative of Owner.

    I. Severability. If any provision or term of this Agreement is held to be invalid, illegal or
unenforceable for any reason, such a provision shall be considered separate and severable from
the remaining provisions of this Agreement, and the validity, legality or enforceability of any of
the remaining provisions of this Agreement shall not be affected or impaired by such provision
in any way.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.

AFFILIATE:


________________________________ [Instruction: sign]
By: ___________________________ [Instruction: Insert Name of Signatory]
Title: ___________________________ [Instruction: Insert Title of Signatory]


OWNER:


________________________________ [Instruction: sign]
By: ___________________________ [Instruction: Insert Name of Signatory]
Title: ___________________________ [Instruction: Insert Title of Signatory]
© Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. IT IS
ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER
PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.



                                                       EXHIBIT A
                                               COMMISSION RATE STRUCTURE

____________________ [Instruction: Insert Terms of Commission Payment]
© Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. IT IS
ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER
PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.



				
DOCUMENT INFO
Description: This is an agreement between a website owner and an affiliate website to participate in an affiliate program online. It contains the terms and conditions that apply to an affiliate to participate in the website owner's affiliate program. Pursuant to the terms of this agreement as drafted, the affiliate includes links to the owner's website on the affiliate's website, and then tries to influence the affiliate's visitors to go to the owner's website and interact there or purchase items on that website. In the event that the visitor to the affiliate's website uses the affiliate link and then purchases an item or otherwise engages in a financial transaction on the owner's website, the affiliate receives a commission.
This document is also part of a package Marketing Agreements for your Business 11 Documents Included