This Agreement, made and entered by and between ABCInk.com. which are referred to herein individually or together as "ABCInk.com", or "we"," us" and you, the affiliate ("you" or "affiliate"), contains the complete terms and conditions that apply to your participation in the ABCInk.com Affiliate Program (the " Affiliate Program" or "Program").
1. Terms of the Agreement
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 written notice of termination. Delivery of
notice of termination via e-mail is considered written and an immediate
form of notification. We may terminate you from the Program in our sole
discretion. You are only eligible to earn commission on sales occurring
during the term.
2. Compensation Defined
Commission based. For a sale which ABCInk.com makes as a result of a direct referral by an affiliate, that affiliate will receive a commission of 5-20% of the selling price of the product sold, less any coupon or promotion.
A commission fee will only be paid to an affiliate after the customer has made payment in full to ABCInk.com for the sale. Any sale returns or credits will function in the same manner, but as a deduction to the commission due to the affiliate. Volume incentive payments may be paid at our discretion.
Upon termination of this Agreement , you will immediately cease use of, and remove from your site, all links to our site, and all ABCInk.com trademarks, trade language, and logos, and all other marketing materials provided by or on behalf of us to you pursuant hereto or in connection with the Program.
4. Modifications to the Agreement
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 this site. Modifications may include, for example, changes in the scope of available commission structure, fee 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.
5. Eligibility in the Program
Employees of ABCInk.com, its subsidiaries, parent companies or sister companies and the immediate family members of such employees are not eligible to participate in the ABCInk.com Affiliate Program.
6. Enrollment in the Program
To begin the enrollment process, you will submit a complete application from 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 (at our sole discretion) that your site is unsuitable for the Program. If we reject your application, you are welcome to reapply to the program at any time. You should also note that if we accept your application and your site is thereafter determined (at our sole discretion) to be unsuitable for the program, we may terminate this agreement.
Your site should:
Generate sufficient traffic to our websites;
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 us or you, respectively, or any of our affiliates provided by or on behalf of any of them 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 that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates.
If you commit fraud or falsify information in connection with the sale of ABCInk.com products through the links on your site, this Agreement will be terminated immediately. In addition, you will be liable to ABCInk.com for any and all damages that ABCInk.com suffers as a result of such actions. You will also be responsible for returning to ABCInk.com all commissions received for fraudulent/falsified members, and we will not hesitate to pursue all legal causes of action against you to the fullest extent possible under the law.
9. 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, even if we have been advised of the possibility of such damages. Further, the aggregate liability of ABCInk.com for any claim whatsoever relating to this Agreement shall not exceed the highest amount of commission for one calendar month previously paid to you under this Agreement.
10. 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 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. ABCInk.com may cite your name or URL in connection with your participation in the program in materials including but not limited to postings on our site, newsletters, advertisements, and other communications.
Payment to Affiliates
12. Tracking of Sales
ABCInk.com will be solely responsible for tracking sales made to customers who follow an affiliate links using the proprietary tracking interface called MyAffiliateProgram. An affiliate will be solely responsible for ensuring that its links are formatted properly and maintained in a manner, which allows ABCInk.com to track such sales. No commission shall be paid if the application cannot be tracked by ABCInk.com or if the customer accesses the ABCInk.com site other than through the affiliate links.
13. Order Processing
ABCInk.com will process orders placed by customers who follow links from your site to the ABCInk.com site. ABCInk.com shall be responsible for product payments, returns and related customer service issues. ABCInk.com reserves the right, in its sole discretion, to reject an order.
14. Responsibilities of 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.
You are solely responsible for:
The technical operation of your site and all related equipment;
We disclaim all liability for these matters listed in 14. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys fees and court costs) relating to the development, operation, maintenance, and contents of your site.
16. Limited License
We grant you a nonexclusive, nontransferable, revocable right to access our site through the links solely in accordance with the terms of this Agreement, for the sole purpose of linking your site to our site, solely for the purpose of identifying your site as a participant in the Program and assisting in increasing traffic to ABCink.com. You may not alter, modify, or change the links in any way. You are only entitled to use the links to the extent that you are a member in good standing of the ABCink Affiliate Program. We may revoke your license anytime by giving you written notice.
You shall not create, publish, distribute, or permit any written material that makes reference to us without first submitting such material to ABCInk.com and receiving our consent.
18. Anti-Spam and Email Marketing Policy
Spamming is strictly prohibited. Federal law, the "CAN-SPAM ACT of 2003" 15 U.S.C. 7701-13, 18 U.S.C. ?1037 (the "ACT"), affects how you send email messages under our Affiliate Program. Any affiliate that sends commercial e-mails advertising our products and services must comply with the ACT requirements.
ALL email ads produced by affiliates to promote ABCInk.com products MUST adhere to these laws and MUST be sent to Affiliate Manager for approval at: affiliates@ABCInk.com. Some of these requirements are as follows:
UNSOLICITED COMMERCIAL E-MAILS. Any unsolicited commercial
e-mail advertising our products and services must include: (1)
a conspicuous identification of the message as an advertisement or solicitation;
(2) notice that the e-mail recipient may choose not
to receive additional e-mails regarding our products and services; the
opt-out mechanism must be available for at least 30 days after the transmission
of the original e-mail and you or any party working on your behalf must
honor any such opt-out requests within 10 days of the request. You may
not sell or otherwise transfer to anyone else the e-mail addresses of
those persons choosing not to receive additional e-mails.
19. Anti-Predatory Policy
No affiliate will replace, intercept, interfere, hinder, disrupt or
otherwise alter in any manner the Web users access, view or usage of,
or other aspect of the Web users?experience at, any affiliates webpage
(as defined below) in a manner that causes or otherwise results in a
different experience from that was otherwise intended by such affiliate;
20. Affiliate Keyword Bidding Policy
Affiliates may not bid on any of our Trademarked name, ABCInk.com or ABCInk.com. This policy also extends to misspellings or variations of our names. For example, affiliates can not bid on the following: a-b-cink.com or any other variations.
Affiliates may use any other keywords on any Pay Per Click Search Engine to promote ABCInk.com products.
21. No Auto Cookie Setting Allowed
We make no express or implied warranties or representations with respect to the ABCInk.com Web site or the ABCInk.com Affiliate Program (including, without limitation, warranties of fitness, merchantability, no infringement, or any implied warranties arising out of 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.
laws of the United States and the State of California will govern this
Agreement, 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 Minnesota 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 be 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.
24. 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.
ADDENDUM TO ABCink's AFFILIATE MEMBERSHIP AGREEMENT
Effective December 14, 2004
This Addendum to the Affiliate agreement, effective December 14, 2004, amends and supplements your obligations above in accordance with the terms below.
Enrollment in the Program
An applicant who submits an Affiliate Program application to ABCink must, at the time of the submission, provide a valid URL. Applications without a valid URL will not be considered.
You shall provide ABCink with any information requested by ABCink at any time, including evidence that you have complied with all aspects of this affiliate Agreement.
Promotion of Our Affiliate Program
None of your promotional activities may infringe ABCink's intellectual property rights.
You shall not cause any transactions to be made that are highly questionable or unethical, including, but not limited to, using any program, device, hidden frames, Iframes, robot or redirects or clicking on links that you place to ABCink.
If ABCink suspects an affiliate of fraud, or other unlawful conduct, ABCink is entitled to suspend, ban or deny payment to that affiliate.
You may not place hyperlinks, links or URLs to ABCink's web site in spam, unsolicited email, search engines or similar Internet resources. You must place hyperlinks, links or URLs to ABCink's web site such that it is unlikely that the hyperlinks, links or URLs will mislead the visitor.