HOMESCHOOLINGSUPPLY.COM AFFILIATE PROGRAM AGREEMENT (the "Agreement") contains the terms and conditions applicable to an individual's or an entity's participation in the HomeschoolingSupply.com Affiliate Program (the "Program") and is made and entered into by and between such individual or entity and True Media Corp., which owns and operates a World Wide Web site devoted to the sales of education-related products and services ("Products and Services"), currently located at www.homeschoolingsupply.com. As used in this Agreement: (i) "we", "us" or "our" refers to True Media Corp.; (ii) "you" or "your" refers to the Program applicant; (iii) "Participant" refers to any approved program applicant; (iv) "our web site" refers to the True Media Corp. World Wide Web site currently located at www.homeschoolingsupply.com; (v) "your web site" refers to the World Wide Web site from which you will link to our web site; (vi) "user" refers to a customer or user of your web site yours that you refer to our web site; and (vii) "dollars" or "$" shall mean United States dollars.
The Program is only open to applicants and Participants from the United States of America. After receiving notification that you have completed an online application to join the Program, we will review your application and your web site and notify you of your acceptance or rejection. We reserve the right to reject your application or to cancel or terminate your participation in the Program in accordance with Section 9 of this Agreement if your web site (i) contains material that we, in our sole discretion, deem objectionable (including but not limited to materials which are sexually explicit, obscene, or are otherwise deemed offensive by us; or materials which advocate discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; or materials which promote or engage in illegal activities; or materials which violate intellectual property rights of third parties or violate any local, state, federal or other law or regulations; or materials which contain or promote deceptive, libelous, defamatory, or disparaging information; or contain little or no original content), (ii) may create liability for us, (iii) is not, in our opinion, consistent with the high standards of quality associated with True Media Corp., and the Products and Services that we offer our customers, (iv) does not comply at all times with participant web site suitability and promotional activity compliance as noted in Section 16.8 of this Agreement, (v) has a domain name other than a top level domain, (vi) does not contain a posted privacy notice, (vii) is in our sole opinion, a poorly designed web site having low quality graphics, or containing broken images, (viii) is not in the English language or, (viv) provides incentives for visitor activity. If your application is rejected or your participation in the Program is cancelled or terminated, you may not participate in the Program. If accepted, you will be responsible for all of your own expenses incurred in connection with your participation in the Program.
2. LINKING TO OUR WEB SITE AND TRACKING:
Upon your acceptance into the Program we will provide you with a unique Affiliate Member ID code (the "Affiliate Member ID") which, when properly coupled with graphic and text link(s) we provide you, and when hosted on your web site, will permit your users to link to our web site and will allow us to track that users have been passed from your web site to ours. We will also provide you with a URL from which you may select the graphic and text link(s) of your choice, which you may then properly couple with your Affiliate Member ID and host on your web site. We shall track individual users who access our web site through your use of a hyper linked graphic or text link that is embedded with your Affiliate Member ID (each a "Referral") by loading an identifying token into each Referral's web browser by means of a cookie. We will be unable (and will have no obligation) to track Referrals who refuse the token, whose browsers do not support cookies, whose token is disrupted (such as if the cookie is edited or deleted), or who obtain our Products and Services using a browser that does not use the cookie containing the token. If we receive Referrals for the same user from multiple current HomeschoolingSupply.com Affiliate Partner Program Members ("Participants"), the first Participant from whom we receive a Referral will be credited with any applicable Affiliate Revenue (earned in accordance with the methods set forth in Section 6 of this Agreement) attributed to such user. You understand and agree that each cookie and token will automatically expire after a period of time following the Referral and the applicable session on our site and, consequently (i) that no Affiliate Revenue attributed to a specific user made following such expiration will be tracked to you (and we will have no obligation to track such Affiliate Revenue), and (ii) that you will not be entitled to receive any Affiliate Revenue (as set forth in Section 6 of this Agreement) with respect to Affiliate Revenue attributed to a specific user that was made following such expiration. Affiliate Revenue will be tracked to you based upon the Affiliate Member ID that we provide to you. It is your responsibility to ensure that such Affiliate Member ID is used on your web site properly.
3. RESPONSIBILITY FOR YOUR WEB SITE:
You are solely responsible for all content and activities relating to your web site.
4. CUSTOMER SERVICE:
Both parties retain exclusive responsibility for all related customer service issues as they pertain to their individual sites.
5. TRADEMARK LICENSE:
You agree to display HomeschoolingSupply.com graphics and text only as provided by us only in the exact form in which we have provided them to you on the URL we provide, without any manner of alteration (the "Copy") on the homepage, or other prominent location(s), of your web site and we hereby grant you a non-exclusive license to use the Copy in such manner and to otherwise display the Copy and the HomeschoolingSupply.com name, graphics and text links (collectively, the "Marks") on your web site. We may terminate the foregoing license if, in our sole discretion, your use of the Marks does not conform to our standards. You agree that title to and ownership of the Marks shall remain with us at all times. You shall use the Marks exactly in the form provided and in conformance with any trademark usage policies that we may establish. You may not form any combination marks with the Marks. You shall not take any action inconsistent with our ownership of or goodwill associated with the Marks. You agree that any benefits and goodwill arising from your use of the Marks shall inure solely to our benefit.
6. AFFILIATE REVENUES:
For purposes of this Agreement, a "Commissionable Sale" means a completed purchase by a Referral of a Product or Service from our web site for which we have received payment in full and have associated, through our tracking of the Affiliate Member ID, with you at the time we process the sale. The "Commissionable Amount" shall be deemed to be the total value of the completed payment we receive from a Referral user for a Commissionable Sale of Products and Services, including taxes and shipping charges.
The "Commission Payable" shall be deemed to be the Commissionable Amount multiplied by the current applicable Affiliate commission rate as currently posted on our web site in the Affiliate Program area. The Commission Payable is added to the Affiliate Revenue you have earned less any refunds, returns and credit card charge backs.
7. AFFILIATE REVENUES PAYABLE AND CHANGES TO THE PROGRAM:
"Affiliate Revenues" are defined as those revenues accrued by a Program participant in accordance with the methods set forth in Section 6 of this Agreement. Affiliate Revenues are payable only to current, approved Program participants. We reserve the right, at our sole discretion, from time to time to change the terms of how Program participants are eligible to earn Affiliate Revenues or the timing of our payments to Program participants under the terms of this Agreement at any time, without prior notice to Program participants. Affiliate Revenues already earned by a participant prior to a change in the terms of how Program participants may earn Affiliate Revenues will remain unaffected. We will post any change the to the terms of how Program participants are eligible to earn Affiliate Revenues or the timing of our payments to Program participants under the terms of this Agreement, along with the date the change(s) are effective in the Affiliate Program area of our web site.
8. AFFILIATE REVENUES PAYMENT SCHEDULE:
For so long as you are an approved Participant, after the 30-day holding period has expired we will pay you accrued Affiliate Revenues due less returns and credit card charge backs, if applicable, upon demand to the PayPal account currently associated with your Affiliate Member ID at the time of your request for payment. If you cease to be a Participant by reason of cancellation or termination or for any other reason, you are not eligible to receive, nor will we pay any Affiliate Revenues due or earned prior to the cancellation or termination of this Agreement.
9. AGREEMENT CANCELLATION/TERMINATION:
Either party may cancel or terminate this Agreement at any time and for any reason by providing notice to the other party. Upon termination, all licenses hereunder shall terminate and you shall cease any and all uses of the Copy, our Marks and reference to our web site. The terms of Sections 11, 12 and 15 shall survive the termination of this Agreement for any reason. Notice shall be deemed given: upon personal delivery; if sent by fax or e-mail, upon confirmation of receipt; or if sent by certified or regular or registered mail, postage prepaid, 5 days after the date of mailing.
10. AGREEMENT MODIFICATIONS:
We may modify any of the terms of this Agreement (including without limitation the methods by which Affiliate Revenues may be earned) by providing notice by e-mail and/or posting notice on our web site currently located at https://www.homeschoolingsupply.com, which web site you agree to visit no less than once per week for so long as you participate in the Program. Your continued participation in the Program after such notice shall be deemed acceptance of the revised terms.
11. WARRANTY DISCLAIMER:
WE MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND WITH REGARD TO OUR PRODUCTS AND SERVICES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, OR ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT OUR WEB SITE OR PRODUCTS AND SERVICES WILL BE ERROR FREE, FUNCTION WITHOUT INTERRUPTION OR THAT ANY ERRORS WILL BE CORRECTED. If as a matter of law we may not disclaim any warranty, the scope and duration of such warranty shall be the minimum permissible under applicable law.
We shall indemnify and hold harmless the Participant against all claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys' fees, which the Participant may incur as a result of any claims relating to (i) the infringement by our Marks or Content of any third party copyright, trademark, trade secret or other proprietary right, of (ii) use of or access to our web site.
13. LIMITATIONS ON LIABILITY:
NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO SUCH DAMAGES ARISING FROM BREACH OF CONTRACT OR WARRANTY OR FROM NEGLIGENCE OR STRICT LIABILITY), EVEN IF SUCH PARTY HAS BEEN ADVISED OF (OR KNOWS OR SHOULD KNOW OF) THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY IN AN AMOUNT GREATER THAN THE AMOUNTS DUE FROM SUCH PARTY TO THE OTHER PARTY UNDER THIS AGREEMENT DURING THE TERM OF THE AGREEMENT. THIS LIMITATION OF EACH PARTY'S LIABILITY IS CUMULATIVE, WITH ALL PAYMENTS FOR CLAIMS OR DAMAGES IN CONNECTION WITH THIS AGREEMENT BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT.
14. ACKNOWLEDGMENT AND ACCEPTANCE OF THE TERMS:
By submitting your application to participate in the Program, you acknowledge that you have read and reviewed this Agreement in its entirety and agree to all its terms and conditions.
15. NONEXCLUSIVE ARRANGEMENT:
This is a nonexclusive arrangement, and nothing in this Agreement will be construed to prevent either party from entering into agreements with third parties (including direct competitors of the other party) that are similar to this Agreement.
16. GENERAL PROVISIONS:
16.1 Governing Law. This Agreement will be governed and construed in accordance with the laws of the Province of British Columbia as applied to agreements made, entered into and performed entirely, not withstanding your actual residence. Both parties hereby submit to the personal jurisdiction of the municipal and/or provincial courts located in Victoria, British Columbia and further agree that any cause of action arising under this Agreement shall be brought in such courts.
16.2 Severability. If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way.
16.3 Independent Contractors. The parties are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. You shall make no warranties or representations on behalf of us by making any public statement about your participation in the Program (including, but not limited to, press releases) without our prior review and written consent to such statement nor shall you make any changes to or retractions of such a statement after you have made it.
16.4 Notice. Any notices hereunder shall be given if to us by e-mail at email@example.com and if to you at the e-mail address specified in your application, or at such other address as each party shall specify in writing from time-to-time in accordance with the procedures set forth in this Section 16.4. Notice shall be deemed given: upon personal delivery; if sent by fax or e-mail, upon confirmation of receipt; or if sent by certified or regular or registered mail, postage prepaid, 5 days after the date of mailing.
16.5 Entire Agreement; Waiver. This Agreement sets forth the entire and final understanding and agreement of the parties, and supersedes any and all oral or written agreements or understandings between the parties, as to the subject matter hereof. Except as set forth in Section 10, this Agreement may be changed only by a writing signed by both parties. The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.
16.6 Intellectual Property and Technology Ownership. This agreement does not imply the transfer of any technology or intellectual property owned currently or in the future by True Media Corp. to you or imply the transfer of ownership of any technology or intellectual property owned currently or in the future by you to us.
16.7 Remedies. You acknowledge that monetary remedies may not be adequate to protect against a breach of the covenants and agreements set forth in this Agreement and that a breach thereof may result in irreparable harm to True Media Corp. Accordingly, you hereby agrees that we may seek a restraining order, specific performance or other injunctive remedy to prevent or restrain a breach by you of the covenants and agreements contained herein, without the requirement to obtain a bond or other security.