AFFILIATE AGREEMENT
This Affiliate Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the CYBERMIDI Affiliate Program (the "Program"). As used in this Agreement, "we" means CYBERMIDI.com, and "you" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to CYBERMIDI.com's site or to the site that you will link to our site.
1.Application Process
To apply to the Program, you must have a web site. You will submit a complete Program application on our site. We will evaluate your application in good faith and, if applicable will notify you of its rejection. We will reject your application if we determine, at our sole discretion, that your site is unsuitable for the Program. Unsuitable sites include but are not limited to those that: under contruction; promote sexually explicit materials; promote violence; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; promote illegal activities; or violate intellectual property rights.
2.Order Tracking
We will track and process orders placed by customers who follow special links from your site to our site. To permit accurate tracking, reporting, and commission accrual, you must ensure that the special links between your site and our site are properly formatted. When a customer comes to our site from your links, our system will track the primary URL address the customer came from, and where possible match that address to your site for credit.
3.Qualifying Products
For a product sale to qualify for a commission, the customer must follow a link in the format specified by us from your site to ours; purchase the product using our online ordering system; accept delivery of the product at the shipping destination; and remit full payment to us. We reserve the right to reject orders that do not comply with requirements that we periodically may establish. We will credit your site for every qualifying purchase a customer makes, including repeat purchases, so long as your site was the last one to have made the referral and so long as the customer's purchases are completed within 30 days of having been referred.
4.Commissions
You will earn commissions based on the sale price of Qualifying Products according to schedules we establish. "Sale price" means the price referred to in our catalog as "your price" and excludes all other costs associated with an order. The current commission schedule is $1 for all sales of individual products or memberships. We will pay commissions once your account reaches $25, or until this Agreement is terminated. If a product that generated a commission is returned by a customer, we will deduct the corresponding commission from your next payment. If thereafter your site accrues no commissions during the following month, we will send you a bill for the overpayment.
5.Policies and Pricing
Customers who buy products through this Program will be deemed to be customers of CYBERMIDI.com. Accordingly, all CYBERMIDI.com rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. Product prices and availability may vary from time to time. Because price changes may affect products that you already have listed on your site, you may not include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.
6.Responsibility for Your Site
You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for ensuring that materials posted on your site are legal and do not violate or infringe upon the rights of any third party including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights. We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site. An inactive account will be terminated after a inactivity period of 6 weeks.
7.Terms of the Agreements
The terms of this Agreement will begin upon our acceptance of your Program application and will end when terminated by you or us. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You are only eligible to earn commissions on sales of Qualifying Products occurring during the term, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
8.Modification
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available commissions, commission schedules, payment procedures, and Program rules.
IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
9.Relationship of Parties
You and we 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.
10.Limitation of Liability
We will not be liable for indirect, special or consequential damages or any loss of revenue, profits or data arising inconnection with this Agreement or the Program, even if we have been advised of the possibility of such. Further, our aggregate liability arising with respect to this and the Program will not exceed the total commissions paid or payable to you under this Agreement.
11.Disclaimers
We make no express or implied warranties or representations with respect to the Program or any products sold through the Program including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage. In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
12.Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND 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 WEB 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.
13.Miscellaneous
This Agreement will be governed by the laws of the United States and the state of New York, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in New York, 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.
Please note that entries that look the least bit fraudulent will not be processed. IP numbers are tracked for EVERY VISITOR on this web site. A complaint will be filed against you with your Internet Service Provider, your Email Account Provider, and with the FTC. FRAUDULENT ACTIVITY IS NOT TOLERATED ON THIS SITE.