spiritclips affiliate agreement  

This Affiliate Agreement ("Agreement") is entered into between you ("Affiliate") and SPIRITCLIPS, LLC ("Retailer"). Affiliate and Retailer each desire to establish the general terms and conditions that shall govern the fee arrangements between Affiliate and Retailer in connection with the sale of the Retailer's products that the parties agree to be offered (collectively, the "Products") on Affiliate's website ("Affiliate's Site") using links supplied by Retailer.

In consideration of the promises set forth below, Retailer and Affiliate agree as follows:

1. Relationship Between the Parties. Beginning upon the date of execution of this Agreement ("Effective Date"), Affiliate may post on the Affiliate's Site links to Retailer's site(s) and Products offered by Retailer for sale to customers of the Affiliate's Site. In return, Retailer shall pay the fee specified herein for all sales made by Retailer to third party customers related to such links posted on Affiliate's Site. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.

2. Affiliate's Responsibilities.

2.1. Affiliate will link its Affiliate's Site to areas within Retailer's site(s) ("Retailer's Site") using special URLs specified by Retailer in writing to Affiliate (the "Required URLs"). Affiliate must reasonably ensure that the proper links are used with the appropriate URLs, and that the URLs link to the correct pages. Affiliate shall promptly remove links to the Required URLs and Retailer's site upon Retailer's written request to Affiliate to do so.

2.2. Affiliate shall not make any representations, warranties or other statements concerning Retailer, Retailer's sites, Retailer's products, services, or site policies, except as expressly authorized herein.

2.3. Affiliate is responsible for notifying Retailer of any malfunctioning of the Required URLs or other problems with Affiliate's participation in this Agreement.

2.4. Neither party will present or use any content owned by the other party at its respective site, including, without limitation, graphical images, logos, text copy, editorial copy, press releases or marks, that (i) could be interpreted to suggest that such content has been authored or otherwise provided by, or represents the views or opinions of, the other party; (ii) is misleading, defamatory, libelous, obscene, or otherwise objectionable; (iii) infringes, derogates, dilutes, or impairs the rights of the other party or any third party; (iv) refers to the other party but is used as part of a name of a product or service of a company other than such party; or (v) is used in any other manner inconsistent with any term of this Agreement or with any provision of law.

3. Payment by Retailer to Affiliate.

3.1. Provided that Affiliate is not in material breach of this Agreement, Retailer agrees to pay Affiliate a fee equal to that which is currently stated on the website for the respective product (less returns, taxes, and overhead) generated by the sale of Products ("Affiliate Fee")], provided that the purchasing customer has accessed Retailer's Site and purchased the Products via a Qualifying Link. The Affiliate Fee shall be calculated based upon the retail price for each of the Products sold. Retailer shall pay Affiliate the Affiliate Fee earned when either the fee earned by affiliate accrues to a total of $50.00, or every six months; whichever occurs first. Amount paid to Affiliates per product can be changed on the website without notice by the Retailer.

3.2. A "Qualifying Link" is a link from Affiliate's Site to Retailer's Site using one of the Required URLs or any other URL provided by Retailer for use by Affiliate if it is the last link to Retailer's Site that the Customer uses during a Session where a sale of Products to Customer occurs. A "Session" is either (a) a period of 24 hours from the time of any Customer contact with Retailer's Site via a link from the Affiliate's site or (b) if a Customer links to Retailer's Site from more than one affiliate site within a 24-hour period, then the period of time beginning from a Customer's initial contact with Retailer's Site via a link from the Affiliate's site and terminating when the Customer either returns to Retailer's Site via a link from a site other than Affiliate's site.

3.3. Retailer shall have the sole right and responsibility for processing all orders, collecting all payments and sales and other taxes due from Customers. Affiliate acknowledges that all agreements relating to sales to Customers shall be between Retailer and the Customer. Prices for the Products will be set solely by Retailer in its discretion.

Ownership and Licenses.

4.1. Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently in use or that it may use or develop in the future.

4.2. Retailer grants Affiliate a revocable, non-exclusive, worldwide license to use, reproduce and transmit the name, logos, trademarks, service marks, trade dress and proprietary technology provided by Retailer solely for the purpose of creating links from Affiliate's Site to Retailer Site and any other authorized purposes described herein during the term of this Agreement. Except as expressly set forth in this Agreement or permitted by applicable law, Affiliate may not copy, distribute, modify, reverse engineer, or create derivative works from the same. Any good will resulting from Affiliate's use of Retailer's name, logos, trademarks, service marks and trade dress will inure solely to the benefit of Retailer and will not create any right, title or interest for Affiliate. Affiliate may not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void.

4.3. Affiliate grants Retailer a non-exclusive, worldwide, royalty-free license to use, reproduce and transmit any graphic or banner ad submitted by Affiliate solely for co-branding purposes or as a return link from Retailer's site to Affiliate's site. Retailer will remove such graphic or banner ad upon Affiliate's written request to Retailer to do so. Each party may use only the logos, trademarks, service marks, trade dress, banners, text links, coupon codes, etc. ("Creative") that are provided by the other party. Creative is to be used solely for the purpose of advertising content on Retailer's Site or Affiliate's Site respectively. Neither party shall use the Creative in connection with any activity that disparages the other party, or its products or services, or that damages the reputation for quality inherent in the same.

5. Privacy.

5.1. Affiliate shall not send out any emails, directly or indirectly, that advertise or promote Retailer, its products, services, web sites or offers without Retailer's prior express written consent and Retailer's approval of email content in each and every instance. Affiliate emails must comply with all applicable federal and state laws that apply to the transmission of emails.

5.2. Affiliate shall only send an email or other form of electronic message or advertisement containing Retailer's name, product or service, web site address, metatag or any other type of identifier to any recipient if the recipient has directly consented to receive such communication from Affiliate or Affiliate has a pre-existing business relationship with the recipient. In addition, Affiliate agrees to provide a recipient of such communication with the ability to "opt out" of further communications from Affiliate either by suitable method.

6. Term and Termination. Either party may terminate this Agreement at any time, for any reason, provided that they provide at least thirty (30) day's prior written notice of such termination to the other party. In the event of termination of this Agreement, Retailer shall pay to Affiliate all Affiliate Fees due and owing to Affiliate hereunder through the date of termination no later than thirty (30) days after termination. In addition, Retailer shall be entitled to terminate this Agreement immediately if Affiliate materially breaches or violates any terms or conditions of this Agreement, or if Retailer determines that there are technical or operational issues that adversely affect compliance with this Agreement, or that Affiliate obtained orders/referrals fraudulently or through misrepresentation, in which case Retailer reserves the right to withhold payment of commissions pending an investigation of the suspected fraud or misrepresentation. However, all rights to payment, causes of action and any provisions that by their terms are intended to survive termination shall survive termination of this Agreement.

7. Representations. This Section shall survive any termination of this Agreement.

7.1. Each party represents to the other that it has the authority to enter into this Agreement and has sufficient rights to grant any licenses granted hereby.

7.2. Each party represents that: (a) the contents of its website do not (i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) contain defamatory or libelous material; (iv) contain lewd, pornographic or obscene material; (v) violate any laws regarding unfair competition, antidiscrimination or false advertising; (vi) promote violence or contain hate speech; or (vii) contain viruses, trojan horses, worms, time bombs, or other similar harmful or deleterious programming routines; and (b) that each party has and complies with a privacy policy that is prominently displayed on its website and in conformity with applicable privacy laws and the respective parties site terms of use and service.

8. Signatures/Execution of Agreement. This Agreement may be executed in more than one counterpart, each of which together shall form one and the same instrument. The parties agree that execution may be achieved in any format convenient to the parties, including but not limited to facsimile, email, and electronic acceptance. Both parties acknowledge and agree that the Effective Date of this Agreement is the date upon which Affiliate accepts the Agreement by clicking the appropriate link found on Retailer's Site in connection hereto.

9. Entire Agreement. This Agreement, together with the Terms and Conditions as set forth on Retailer's Site located at www.spiritclips.com and is incorporated herein by reference, represents the entire agreement and understanding between the parties with respect to the subject matter of this Agreement, and supersedes any other agreement or understanding, written or oral, that the parties hereto may have
had with respect thereto. No statement or inducement with respect to the subject matter by either party or by any agent or representative of either party which is not contained in this Agreement shall be valid or binding between the parties.