USASpyGear.com
Affiliate Program Agreement
Below is a description of the Affiliate Program (the "Program") of
USASpyGear.com Products, Inc. ("USASpyGear.com"), application information and
the specific terms and conditions of the Program ("Terms and Conditions"). The
terms "you" or "your" mean or refer to you, as the applicant to the Program, and
"we," "us" or "our" means USASpyGear.com. Other capitalized terms are defined
below.
Summary
The Program includes the payment of commissions to a Program Affiliate
("Affiliate") for qualifying revenues derived from purchases of USASpyGear.com
products. If you become an Affiliate, you may earn the following commissions:
Types of Commissions Rates
Commission: 10%
Eligibility and Qualifications for the Program
To be eligible for consideration to become an Affiliate, you must meet all of
the following requirements:
1. You must be at least 18 years of age.
2. You must reside and have a mailing address (other than a P.O. Box) in the
U.S.A. or its territories.
3. You must have your own Web site.
4. Your Web site must be suitable for the Program. An unsuitable Web site, might
include, but not be limited to, those that we find include content that is
unlawful, harmful, threatening, defamatory, obscene, harassing, or racially,
ethnically, or otherwise objectionable to us.
5. You must be prepared to promote the Program in an ethical way and agree to do
so in accordance with the Terms and Conditions.
Application for the Program
To apply for the Program, you must submit a completed application via our Web
site (www.usaspygear.com), which includes the requirement that you read and
acknowledge your consent and agreement to be bound by the Terms and Conditions.
As a matter of course, we print for our file every application submitted, which
includes the Terms and Conditions as of the date of your submission of the
application. We will review your application and may accept or reject your
application in our sole and absolute discretion. We will notify you of
acceptance or rejection. If we accept your application, you will be admitted
into the Program as an Affiliate upon your posting the Links (as defined below)
on your Web Site in accordance with the Terms and Conditions. If we reject your
application and state the reason(s) why, you may reapply to the Program if you
believe that you have corrected the issues that were the cause of your
rejection.
Privacy Policy
We will post a privacy policy on our Web site concerning the privacy of
information of our visitors, subscribers, customers and Affiliates. We will not
give your personal information that we obtain from your application or
participation in the Program to anyone outside of USASpyGear.com unless required
to do so by law.
Terms and Conditions
As part of the application, you must agree to be bound by these Terms and
Conditions. If we accept your application, these Terms and Conditions shall
serve as a legally binding agreement between you and us that shall become
effective upon your posting the Links on your Web Site. These Terms and
Conditions are sometimes referred to below as "this Agreement."
Links. If we accept your application and admit you to the Program, we shall
provide you with HTML-coded links and graphics (the "Link" or "Links") for your
use in linking our Web site to your Web site. The Links contain graphic images
and text of our names, titles and logos. To permit accurate tracking, reporting
and commission accrual, the Links will be in a "tagged" link format. You may
earn commissions only with respect to activity on our Web Site occurring
directly through the Links. We will not be responsible to you with respect to
any failure by you to use the Links, including to the extent that such failure
may result in a reduction in amounts that would otherwise be paid to you under
this Agreement.
Types of Commissions. There is 1 type of commission under the Program: First
Tier Commission. The commissions are paid based on Qualifying Revenues.
"Qualifying Revenues" means revenue derived by us from our sales of our products
(excluding costs for shipping, handling, taxes, service charges, credit card
processing fees and/or bad debt) after the customer has made payment in full to
us, where: (1) the customer that made the purchase has been tracked by our
system; (2) the purchase was initiated and completed while you were an
Affiliate; (3) in the case of a First Tier Commission, the customer executed the
purchase on our Web site directly via the Link on your Web site. Some orders or
potential orders may be refused, in order for us to comply with applicable law.
Any monies received for such refused orders or potential orders will not be
Qualifying Revenue. For example, stun guns are not allowed to be shipped to New
York, so any attempted order with a New York shipping address shall be refused
and no commissions shall be paid on such attempted orders.
Customer Tracking. We track customers by cookies. Any customer you send to
us via the Links shall be tracked for 1 year or until the termination of this
Agreement, whichever occurs first. We shall use our best efforts, but do not
guarantee, to track every visitor you send to our Web site.
Program Password. If we accept you into the Program, you shall be given a
password to access your statistics and change your Affiliate account contact
information. It is your responsibility to maintain the secrecy and control of
this password so that others cannot gain access to, or change, your Affiliate
account contact information. You must provide us with at least fifteen days'
prior notice of any change to your Affiliate account contact information.
Commission Payments. We shall pay you commissions on a monthly basis.
Approximately twenty-five days following the end of each calendar month, we will
send you a check for any Commissions earned on Qualifying Revenues from our
products that were shipped during the preceding month. However, if the
Commissions payable to you for any calendar month are less than $25.00, we will
hold payment until the total amount due is at least $25.00 or (if earlier) until
this Agreement is terminated. In calculating the Commissions, we will deduct the
corresponding Commissions from your next monthly payment if our product that
generated the Commissions is returned by the customer. If there is no subsequent
payment by the customer, we will send you a bill for the Commission. Payment
shall be mailed to you at the then current name and address of record under your
Affiliate account contact information.
Limited License. We hereby grant you a non-exclusive, non-transferable (by
sublicense or otherwise), limited license to use the Links during the term of
this Agreement in your effort to promote us in accordance with this Agreement.
You shall not alter, change, or modify the Links in any way. You agree not to
use the Links in any manner that is disparaging or that otherwise portrays us in
a negative light. We reserve all of our rights in the graphic images and text of
the Links, any other images, our trade names and trademarks, and all other
intellectual property rights. You agree not to challenge the validity of our
ownership of the Links. As an Affiliate, you shall become a reference so that we
may communicate your experiences as an Affiliate. You agree that during the term
of this Agreement we may use your name, title, and logos to advertise, market,
promote, and publicize in any manner the Affiliate relationship. The licenses
granted under this "Limited License" section shall terminate simultaneously with
the termination of this Agreement.
Relationship of Parties. You are an independent contractor, and nothing under
these Terms and Conditions shall create any partnership, joint venture, agency,
franchise, sales representative, or employment relationship between us. You
shall have no authority to make or accept any offers or representations on our
behalf and you shall not make any statement, whether on your Web site or
otherwise, to the contrary.
Our Responsibilities. We covenant, represent and warrant to you that:
1. Except as otherwise provided in these Terms and Conditions, we shall handle
all matters relating to our sale of our products and our service to our
customers, including, but not limited to, setting prices, handling shipping and
accepting payments for all orders of our products and services.
2. We shall use our best efforts to track and report (a) all Qualifying Revenues
applicable to you and (b) all First Tier Commissions for which you are eligible
and have been paid. Such information shall be available to you via a
password-protected Web page on our Web site.
3. We shall make First Tier Commission payments to you in accordance with this
Agreement.
4. We shall operate our Web site and perform this Agreement in accordance with
the laws of any applicable jurisdiction.
Your Responsibilities. You covenant, represent and warrant to us that:
1. You are solely responsible for the development, operation and maintenance of
your Web site and for all content that appears on your Web site, including
maintenance of any and all links to our Web site.
2. You shall not modify the Links in any way.
3. You are solely responsible for ensuring that your Web site complies with all
applicable laws, including, but not limited to, trademark and copyright laws.
4. You shall strictly comply with these Terms and Conditions, including, but not
limited to, our strict prohibition against the use of SPAM (as defined below).
5. You are solely responsible for any taxes due as a result of any commissions
earned by and paid to you by us under the Program, including, but not limited
to, federal, state and local income taxes, self-employment taxes, unemployment
insurance, state disability, social security, or any other payments owed to
government entities.
SPAM Policy. Under these Terms and Conditions, "SPAM" means unsolicited
commercial email, including, but not limited to, bulk email, sent to third
parties for the purpose of promoting or generating business or traffic. We have
a policy of zero tolerance for SPAM. Affiliates shall not create or use SPAM (if
you are not sure if something constitutes SPAM, do not do it). We shall not
create or use SPAM in the promotion of our business.
Indemnification; Set-off. You hereby agree to indemnify and hold harmless
USASpyGear.com and its directors, officers, employees, agents and shareholders,
against any and all claims, actions, demands, liabilities, losses, damages,
judgments, settlements, costs, and expenses (including reasonable attorneys'
fees) arising out of or based upon: (a) any breach of any covenant,
representation or warranty made by you under this Agreement, (b) the existence,
development, operation, maintenance, and content of your Web site (exclusive of
the Links, if used in accordance with this Agreement); (c) your failure to
maintain the secrecy and control of your password and Affiliate account contact
information; and (d) your failure to provide us adequate notice of a change in
your Affiliate account contact information. You agree that we shall have the
right to set-off any amounts we owe you under this Agreement against (x) any
amount you owe us under this Agreement, including, but not limited to, this
"Indemnification; Set-off" section. The rights and obligations under this
"Indemnification; Set-off" section shall survive termination of this Agreement.
Modification; Updates. We shall not make any modification to this Agreement
unless it is made in good faith and not without first giving you at least thirty
days written notice to your email address of record in your Affiliate account
contact information. We shall also post notices of changes on our Web site.
SHOULD YOU NOT AGREE WITH ANY SUCH MODIFICATION, YOUR SOLE REMEDY SHALL BE TO
TERMINATE THIS AGREEMENT AS PROVIDED BELOW. YOUR CONTINUED PARTICIPATION IN THE
PROGRAM SHALL CONSTITUTE YOUR BINDING ACCEPTANCE OF ANY MODIFICATION(S).
By agreeing to these Terms and Condition, you hereby grant us the right to send
you emails for the purpose of informing you of modifications to the Program,
special offers to Affiliates, contests or bonuses for Affiliates or other
legitimate Program-oriented reasons. To opt-out of such emails, you must notify
us at affiliate@usaspygear.com. However, you understand and agree that should
you opt-out of such emails you shall be obligated to inspect our Web site for
modifications to the Program.
Term. The term of this Agreement shall begin upon your posting of the Links on
your web Site after we have accepted your application and admitted you into the
Program and shall continue thereafter until terminated by either party.
Termination. Either party may terminate this Agreement immediately at any time,
with or without cause, by giving the other party written notice of termination.
If you are terminated for cause, you shall forfeit and no longer be entitled to
any due but unpaid commissions, First Tier Commissions or otherwise. For
purposes of this Agreement, termination for "cause" shall mean violation of our
SPAM policy or modification of the Links.
If you are terminated without cause, you shall be eligible to earn First Tier
Commissions only on our sales of our products that occur during the term of this
Agreement, and First Tier 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. If the First Tier Commissions owed to you by us are less than
$25.00, an accounting/administrative fee of $5 shall be deducted from such
amount due and owing.
Upon the termination of this Agreement for any reason (with or without cause),
you will immediately cease use of, and remove from your Web site, all links to
our Web site, and all USASpyGear.com trademarks, trade dress, and logos, and all
other materials provided by or on behalf of us to you pursuant hereto or in
connection with the Program.
Other Affiliations and Web Sites. You understand that we may at any time,
directly or indirectly, engage in similar arrangements with other persons or Web
sites that are on terms that may differ from those contained in these Terms and
Conditions, and/or we may operate Web sites that are similar to or compete with
your Web site.
Limited Warranty. We shall use commercially reasonable efforts to make our Web
site available for permitted uses on a 24 x 7 basis. However, we reserve the
right to make our Web site unavailable from time to time for any reason. WE DO
NOT WARRANT THAT OUR WEB SITE SHALL BE UNINTERRUPTED OR ERROR FREE OR THAT
AFFILIATE ACCOUNT CONTACT INFORMATION OR OTHER DATA WILL NOT BE LOST. WE MAKE NO
EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO
OUR PRODUCTS OR SERVICES OR OUR WEB SITE, OR THE PROGRAM (INCLUDING, WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE OR NON-INFRINGEMENT, AND THOSE ARISING OUT OF A COURSE OF PERFORMANCE,
DEALING OR TRADE USAGE).
Limitation of Liability. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD
PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY
KIND, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM INTERRRUPTION OF USE,
LOSS OR CORRUPTION OF DATA OR LOST PROFITS, ARISING IN CONNECTION WITH THE
EXECUTION, OPERATION OR PERFORMANCE OF THIS AGREEMENT OR THE OPERATION OF OUR
WEB SITE, REGARDLESS OF WHETHER WE WERE INFORMED OR HAD DIRECT OR IMPUTED
KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS IN ADVANCE. OUR TOTAL
LIABILITY FOR ANY AND ALL CLAIMS HEREUNDER SHALL NOT EXCEED THE AMOUNT OF
COMMISSIONS PAID TO YOU UNDER THIS AGREEMENT IN THE YEAR PRECEDING ANY CLAIM.
THE EXISTENCE OF ONE OR MORE CLAIMS SHALL NOT INCREASE OUR LIABILITY.
Dispute Resolution. If you have any complaint, grievance or appeal concerning
the handling of any complaint or grievance under this Agreement, you may submit
such complaint, grievance or appeal in email to sales@usaspygear.com
Notices. Any and all notices or any other communication provided for herein
shall be given in writing and shall be deemed to be delivered when sent via
email or deposited in the United states mail, postage prepaid, registered or
certified mail, return receipt requested, addressed, in the case of you, to you
at the address set forth in your Affiliate account contact information or, in
the case of USASpyGear.com, to USASpyGear.com as set forth in the "Dispute
Resolution" section of this Agreement or as otherwise specified by notice.
Applicable Law; Jurisdiction and Venue. This Agreement shall be interpreted and
enforced pursuant to the laws of the State of Florida, without application of
principles of conflicts of laws. Each of the parties hereby agrees to submit to
personal jurisdiction in Florida for the enforcement of this Agreement and
further agrees that proper venue shall lie in Duval County, Florida.
Waiver of Jury Trial. THE PARTIES HERETO WAIVE A TRIAL BY JURY IN ANY ACTION OR
PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN
TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED
WITH THIS AGREEMENT OR THE TRANSACTIONS CONsafetytech6D HEREBY.
Miscellaneous. This Agreement: (i) shall constitute the entire agreement of the
parties with respect to the subject matter hereof, superseding all prior oral
and written communications, proposals, negotiations, representations,
understandings, courses of dealing, agreements, contracts, and the like between
the parties in such respect; (ii) except as otherwise specifically provided
herein under the "Modification; Updates" section, may be amended, modified, or
terminated, and any right under this Agreement may be waived in whole or in
part, only by a writing signed by both parties; (iii) contains headings only for
convenience, which headings do not form part, and shall not be used in
construction, of this Agreement; and (iv) shall bind and inure to the benefit of
the parties and their respective legal representatives, successors and assigns,
except that no party may delegate any of its or his obligations under this
Agreement, or assign this Agreement, without the prior written consent of the
other party, except the USASpyGear.com may assign this Agreement in connection
with the merger, consolidation, or sale of all or substantially all assets of
USASpyGear.com.
Independent Investigation. You have independently evaluated the desirability of
participating in our Program and are not relying on any representation,
statement or promise other than as set forth in this Agreement.