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Please read and if you are in
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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
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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 60-75 days after the first month that sales are
generated. Commission payments are made in US Currency. If
commissions payable to you are less than $50 for any month, 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, and Affiliate Program rules. All such modifications shall
take effect forty-eight (48) hours 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 REGISTER 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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