PLEASE READ THE ENTIRE AGREEMENT.
YOU MAY PRINT THIS PAGE OUT FOR YOUR RECORDS.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND BEST BULLY STICKS, LLC HEREAFTER CALLED (BestBullySticks.com). BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE THAT UPON ACCEPTANCE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in BestBullySticks.com's Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and BestBullySticks.com web site. Please note that throughout this Agreement, "we," "us," and "our" will mean BestBullySticks.com, and "you," "your," and "yours" will mean the affiliate.
2. Affiliate Obligations
2.1. To begin the enrollment process, you will complete and submit the online application. We will evaluate your application to join the program and notify you of your acceptance or rejection. We may reject your application at our sole discretion.
2.2. As a member of our Affiliate Program, you will have access to the BestBullySticks.com Affiliate Management Center. At this site you will be able to change your affiliate preferences and download HTML code (that provides for links to web pages within the BestBullySticks.com web site). Graphics ("Links") that we have made available for use in your web site ("Site") will be available at our Downloads Page. You are only allowed to link to those specific web pages that we designate in the HTML code. Plus, in order for us to accurately keep track of guest visits from your site to ours, you must use the HTML code that we provide.
2.3. Additionally, only BestBullySticks.com's HTML forms may be used for registration and login to the BestBullySticks.com web site. BestBullySticks.com reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.
2.4. You agree to fully cooperate with us in order to establish and maintain any links between the BestBullySticks.com site and your site. You also agree that those graphic images that you display pertaining to BestBullySticks.com, for use as a link or otherwise, will only be graphic images that we provide to you from the BestBullySticks.com Downloads Page. If we update those graphics, you will need to replace our old graphics with the new ones.
2.5. The maintenance and the updating of your site will be your responsibility. Because you are a member of our Affiliate Program and the information within BestBullySticks.com is updated often, it may be necessary for you to update the content of your site on a regular basis to maintain consistency and accuracy between the BestBullySticks.com site and your site. We may monitor your site, as we feel necessary to make sure that your site is up-to-date and to notify you of any changes to your site that we feel should be made.
2.6. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.
3. BestBullySticks.com Rights and Obligations
3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement and to notify you of any changes to your site that we feel should be made or to make sure that your links to our web site are appropriate and to notify you of any changes that we feel should be made. We reserve the right to terminate your participation in our Affiliate Program at any time for any reason.
3.2. BestBullySticks.com reserves the right to terminate this Agreement and your participation in our Affiliate Program immediately and without notice to you should you commit fraud in your use of our Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, BestBullySticks.com shall not be liable to you for any Referral Fees for such fraudulent referrals.
3.3. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.
Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
5. Commission Structure and Payment Policy
For every new end user who enters the BestBullySticks.com web site through your Links from your Site and purchases merchandise from BestBullySticks.com (a "Qualified Buyer"), BestBullySticks.com will pay you a fee of 6% (ten percent) of the order subtotal (before tax and shipping). Qualified Buyers exclude all existing BestBullySticks.com customers. Please note that we will not pay Affiliate Fees on purchases by Qualified Buyers who subsequently re-enter the BestBullySticks.com web site (other than through your Links from your Site), even if the customer previously followed a link from Your Site to the BestBullySticks.com web site.
A final sale amount is the purchase amount of the products, minus taxes, shipping and handling costs, processing fees, gift-wrapping charges, bad credit, credit card fraud, and gift certificates. A final sale requires a customer to purchase a product through the internet only, accept delivery of the products at the shipping destination and remit full payment to us. Any returns on product sales in which you received commission will be deducted from your next monthly payment. Payments to affiliates will be made on a monthly basis and a minimum of $25.00 each month must be reached to receive a check. If the affiliate payment is less than $25, the amount will be held over until the next month in which the total reaches $25.00.
Affiliates outside and inside the USA may also opt to use their earnings towards purchases at BestBullySticks.com.
7. Access to Affiliate Center
You will be given a password so that you may enter our secure Affiliate Management Center. From this site you will be able to receive your reports that will describe our calculation of the Advertising Fee due to you.
8. Promotion Restrictions
You are welcome to promote your own web sites, but naturally any promotion that mentions the BestBullySticks.com web site, could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by BestBullySticks.com. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our brand name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name or your return email address. You may use mailings to customers to promote BestBullySticks.com web site so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote BestBullySticks.com web site so long as the news group specifically welcomes commercial messages. No matter what, you must always clearly represent yourself and your web sites as independent from BestBullySticks.com. If it comes to our attention that you are engaging in any form of advertising that we consider unlawful, we will consider that cause for immediate termination of this Agreement and your participation in the BestBullySticks.com Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to unacceptable advertising or solicitation.
9. Proprietary Rights
Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license.
10. Grant of Licenses
10.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you for such purpose. You may not alter, modify or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of BestBullySticks.com's "No Limits" Affiliate Program. All uses of Licensed Materials by you shall be subject to the BestBullySticks.com trademark usage guidelines as will be provided to you from time to time. You agree that all uses of the Licensed Materials will be on behalf of BestBullySticks.com and the good will associated therewith will inure to the sole benefit of BestBullySticks.com.
10.2. You grant to us a non-exclusive right to utilize your names, titles, and logos in the advertising, marketing, promoting, and publicizing in any manner our rights under this Agreement. However, BestBullySticks.com is under no obligation to so advertise, market, promote, or publicize.
10.3. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BestBullySticks.com SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANITES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. IN ADDITION, BestBullySticks.com MAKES NO REPRESENTATION THAT THE OPERATION OF ITS SITE WILL BE UNITERRUPTED OR ERROR FREE.
12. Representations and Warranties: You represent and warrant that:
12.1. 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;
12.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
12.3 Your web site and all contacts through your web site will be free of any viruses or other computer programming routines that are intended to damage, interfere with, intercept or expropriate any system data.
12.4 You agree that your site does not include, but not limited to:
· Promote sexually explicit obscene or pornographic material;
· Promote or depict violence (i.e., murder, selling weapons, cruelty, abuse);
· Promote discrimination based on race, sex, religion, natural origin, physical disability, sexual orientation or age;
· Promote illegal activities (i.e., underage drinking, substance abuse, hacking, etc);
· Your website will no contain speech or images that are offensive, threatening, profane, defamatory, or harassing
· Your website will not be password protected or cannot be accessed;
· Your website will not be under construction or not finished.
13. Limitations of Liability
In no event will BestBullySticks.com be liable to you for any liability arising from or related in any manner to this agreement for any indirect, incidental, consequential, special or exemplary damages, lost profits, lost use of equipment or other down time costs, regardless of the form of action, whether such liability is based on breach of contract, tort, strict liability or breach of warranties, even if you have been advised of the possibility of such damages.
You agree to indemnify and hold harmless BestBullySticks.com and its officer, directors, employees and agents from and against any and all claims, suits, actions or other proceedings brought against BestBullySticks.com and its officers, directors, employees or agents arising from or related to any and all claims (i) alleging that our use of any material provided by you infringes on any copyright, patent, trademark, trade secret or other intellectual property right of any third party, (ii) alleging your breach of any third party intellectual property right, misappropriation of any property right or violation of any other third party rights, or (iii) resulting from your breach of this Agreement. Your obligation of indemnity hereunder will include payment of any and all judgments, settlements, damages, costs and expenses, including, but not limited to, reasonable attorney fees and costs awarded against or otherwise incurred by BestBullySticks.com or its officers, directors, employees or agents in connection with or arising from any such claim, suit, action or other proceeding.
Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning BestBullySticks.com or an affiliate, respectively shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent necessary to exercise rights and perform obligations under this Agreement. The foregoing restrictions will not apply to information to the extent it (i) was known to the receiving party at the time of disclosure; (ii) has become publicly known through no wrongful act of the receiving party; (iii) has been rightfully received from a third party under no obligation to the disclosing party; (iv) required to be disclosed by court order or as otherwise required by law if the receiving party has given the disclosing party a reasonable opportunity to contest or limit the scope of such required disclosure.
16.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and BestBullySticks.com. 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 any other of Your Sites or otherwise, that reasonably would contradict anything in this Section.
16.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
16.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Oregon without regard to the conflicts of laws and principles thereof.
16.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
16.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
16.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
16.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.
16.8 BestBullySticks.com Customers
Customers who purchase products through BestBullySticks.com Affiliate program are customers of BestBullySticks.com. All of our terms or service, rules, policies, and operating procedures concerning customer orders and customer service will apply to those customers. We may change our policies and operating procedures at any time.