Twin Supply inc.

Affiliate Agreement
This Agreement contains the complete terms and conditions that apply to your participation as an affiliate in the Twin Supply Inc. We may at any time terminate this program in accordance with the terms in section 9 listed below.
 

."Affiliate Program" shall be defined as this program to which the affiliate applicant is applying.
."Affiliate Member" shall be defined as the owner or designated point of contact for the Affiliate Site.
."Affiliate Site" shall be defined as the website or Internet site that the Affiliate Member operates.
."Affiliate Network" shall be defined as the network of all Affiliate Members and Affiliate Sites associated with the Twin Supply Inc. Affiliate Program.
 "Applicant" shall be defined the person who has submitted a completed application to become an Affiliate Member in the Affiliate Program.
 "Payment Threshold" shall be defined as the minimum amount of commission fees that and Affiliate Member must generate before a payment is sent
 
1. Enrollment in the Affiliate Program
To begin the enrollment process, you should submit a completed Affiliate Program Application via our site. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Affiliate Program. Unsuitable sites include, but are not limited to, those that:
- promote sexually explicit materials
- promote violence
- promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
- promote illegal activities
- otherwise violate intellectual property rights
If we reject your application, may re-apply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement.

2. Promotion of Affiliate Relationship

You agree to submit the site to various search engines on a regular basis.

3. Responsibilities of Twin Supply Inc.


a.. Order Processing: We will process orders from customers and be responsible for working with 3rd party vendors for fulfillment.
b. Statistics: We will provide a password-protected area where Affiliate Members can view statistics for customers' orders.


4. Responsibilities of Affiliate Member
You are responsible for the submission affiliate program links to various search engines on a regular monthly basis.
a. You are also responsible for ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), and ensuring that materials posted on your site are not libelous or otherwise illegal. You will indemnify and hold Twin Supply Inc.
 (and any of our agents) harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees and expert witness fees) relating to the development, operation, maintenance, and content of your site.
b. You are responsible for keeping your contact information up-to-date and notifying us of any change of ownership or address of your Affiliate Site.


5. Commission
We will pay you (in accordance with Sections 6 below) commissions on certain sales transactions to customers. For a sale to be eligible to earn a commission, the sale must be complete. If the customer fails to complete the transaction or cancels the transaction, no commission will be paid. We will only pay commission fees on such transactions after order, payment, and fulfillment have occurred. Returns will be deducted.

6. Sales Commission Fee Schedule
You will earn commissions from qualifying sales transactions according to commission fee schedules to be established by us. Commissions will be paid for completed sales and less returns or cancellations. Qualifying sales transactions only include those processed by Twin Supply Inc.
 

7. Commission Payment
We will pay commissions monthly (as long as sales are generated monthly) approximately 45 days after meeting the $100 threshold. Commission payments are made in US Currency.  If commissions payable to you are less than $100 for any month for each department, that amount will be carried over to the next month.

8. Licenses and Use of the Twin Supply Inc. Graphics
 
a. We grant you a non-exclusive, non-transferable, revocable right to (i) access graphics accordance with the terms of this Agreement and (ii) solely in connection with such graphics and under the conditions provided for herein, to use graphics (collectively, the "Licensed Materials"), for the sole purpose of selling service(s) and/or merchandise(s) on your site for Twin Supply Inc.
 You may not alter, modify, or change the licensed materials in any way without written permission. You are only entitled to use the licensed materials while you are a member in good standing of the Affiliate Network.
b. You shall not make any specific use of any Licensed Materials for purposes other than selling service(s) and/or merchandise(s) on your site for Twin Supply Inc., without first submitting a sample of such to us and obtaining the prior written consent of your Twin Supply Inc.  account executive, which shall not be unreasonably withheld. 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.
9. Term of the Agreement
The term of this Agreement will begin upon our acceptance of your Affiliate 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 notice of termination. Notice by e-mail, to the address in our records, is considered sufficient notice for us to terminate this Agreement. If this Agreement is terminated because you have violated the terms of this Agreement, you are not eligible to receive any commissions payments, even for commissions earned prior to the date of termination. If this Agreement is terminated for any other reason, you are only eligible to earn a commission on sales occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable only if the related sales transactions are not canceled or returned. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.

10. Modification
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion. Notice of any change by e-mail, to the address in our records, or the posting on our site of a change notice or a new agreement, is considered sufficient notice for notifying you of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, product offerings and Affiliate Program rules. All such modifications shall take effect immediately after we serve notice as provided above, unless we indicate otherwise. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Program, following our posting of a change notice or new agreement on our site, will constitute binding acceptance of the change.

11. Relationship of Parties
You and Twin Supply Inc. 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. You hereby grant us the right to issue press releases relating to the Affiliate Program and the fact that you are a member of the Affiliate Network, without seeking your prior consent. We agree to portray your involvement in the Affiliate Program accurately and in a manner that we believe to be in good taste.

12. Limitation of Liability
We will not be liable for indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this agreement or the affiliate 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 affiliate program will not exceed the total commissions paid or payable to you under this agreement.

13. Disclaimers
We make no express or implied warranties or representations with respect to the Affiliate Program or any products, service, or other items sold through the Affiliate 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, your cart is provided at an "as is" basis. We make no representation that the operation of your cart will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors, regardless of the cause or nature of the interruption or error.
14. Representations and Warranties
You hereby represent and warrant to us that 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 that the execution, delivery and performance by you of this Agreement are within your legal capacity and power; have been duly authorized by all requisite action on your part; require the approval or consent of no other persons; and neither violate nor constitute a default under the (i) provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or (ii) the terms of any other agreement, document or instrument applicable to you or binding upon you.

15. Indemnification
You hereby agree to indemnify, defend and hold harmless Twin Supply Inc.
, its shareholders, officers, directors, employees, agents, affiliates, successors and assignees, from and against any and all claims, losses, liabilities, damages or expenses (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim or threatened claim that our use of the Affiliate trademarks infringes on the rights of any third party; (ii) the breach of any representation or warranty made by you herein; or (iii) or any claim related to your site.

16. Independent Investigation
You acknowledge that you have read this agreement and agree to all its terms and conditions. You agree that we may at any time (directly or indirectly) 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 your site. You have independently evaluated the desirability of participating in the program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.

17. Miscellaneous
This Agreement will be governed by the laws of the United States, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the courts located in Staten Island, New York, 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 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 provision or any other provision of this Agreement. All rights and remedies of the Parties are separate and cumulative. No right or remedy, whether exercised or not, shall be deemed to be to the exclusion of or to limit or prejudice any other rights or remedies under this Agreement, unless such waiver is in writing and signed by the Party to be bound. No delay or omission on the part of either party in exercising any right or remedy shall operate as a waiver of such right or remedy or any other right or remedy. A waiver on one occasion shall not be construed as a bar to or waiver of any right or remedy on any future occasion.

18. This program is open to members world wide.  However, you understand that Twin Supply Inc. does NOT ship outside of the US and commission payments are made in US Currency drawn upon a US Bank.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND TWIN SUPPLY INC.
 BY CLICKING THE I RESISTER LINK  YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS SET FORTH HEREIN AND ARE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AFFILIATE PROGRAM AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS THEREOF.

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