Toolmancentral.com Affiliate Referral Program (ARP)Affiliate Agreement - 01/25/2010 Update
This Agreement contains the complete terms and conditions that apply to an individual or company's participation in toolmancentral.com Affiliate Referral Program (the "Program" or the “ARP”). As used in this Agreement, "Company" means the toolmancentral.com and "Affiliate" means the individual and/or company indicated in the registration form which by reference is made as part of this agreement.
To participate in the toolmancentral.com Affiliate Referral Program, the Affiliate registration form (available online at toolmancentral.com) must be completed and submitted to the Company. All applicants are subject to approval before they are eligible to participate in the Program. Once approved the Affiliate is eligible for participation in the ARP, however such participation is subject to ongoing, periodic review by the Company and may be revoked at anytime without notice. Participation may be suspended or terminated if we determine (at our sole discretion) that your site is unsuitable for the ARP.
a. Unsuitable sites include those that: promote sexually explicit materials, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities, violate intellectual property rights, or are otherwise deemed inconsistent with the best interests of the Company.
b. This agreement shall apply only to Affiliate owned and managed web sites as indicated in the registration form. Under no circumstances may the Company's Affiliate Referral links be placed on sites not registered with the Company.
2. Creating the Affiliate Link
Once you have completed the online application you will be presented with guidelines and graphical artwork to use in linking to the Company website. To permit accurate tracking, reporting, and affiliate referral fee accrual, we will provide you with a special link format which includes your Referrer ID number to be used in all links between your site and toolmancentral.com. You must ensure that each of the links between your site and toolmancentral.com properly utilizes the exact link format and Referrer ID in order to obtain credit for any sales resulting from customers coming to toolmancentral.com from your link. The Company's ARP will capture the Affiliate's Referrer ID and the linking websites URL. The URL must match a registered URL in the Affiliates “Affiliate registration” in order to be eligible for credit for purchases made by shoppers entering toolmancentral.com from the Affiliate's link. You will earn referral fees with sales on toolmancentral.com occurring directly through your Affiliate Referral link or from a visitor who originally came from your link for the next 30 days. The Company will not be liable to you with respect to any failure by you to correctly configure the Affiliate link, by any failure resulting from issues of internet connectivity, shopper behavior, web site or application failure on your server or our server or any other such action which may result in your affiliate referral not being credited for a sale including to the extent that such failure may result in any reduction of amounts which would otherwise be paid to you pursuant to this Agreement.
3. Bonifide Orders
The Company will process all qualified orders placed by customers who follow The Company affiliate links from your site to toolmancentral.com. We reserve the right to reject orders that do not comply with any requirements that The Company may from time to time establish. The Company assumes responsibility for all aspects of order processing and fulfillment. The Company will prepare and maintain all order forms; process payments, cancellations; and handle customer service. The Company will track sales made to customers who purchase products using The Company affiliate links from your site to toolmancentral.com and will make available to you reports summarizing this sales activity. Report forms, content, and frequency of the reports may vary from time to time at our discretion.
4. Referral Fees
Toolmancentral.com will pay approved affiliates referral partners (in accordance with Section 5, 6 and 8 below) referral fees on designated Product sales. For a Product sale to be eligible to earn a referral fee, the customer must follow the Affiliate Link from your site to toolmancentral.com, select and purchase Product during that shopping session, or come back within 30 days and purchase Product at that time; accept delivery of the Product, and remit full payment to us. We will not, pay referral fees on any Products that are purchased by a customer after 30 days and the customer has re-entered toolmancentral.com via a means other than the Affiliate Link, even if the customer previously followed a link from your site to toolmancentral.com. You will always be eligible and earn referral fees when a customer enters via the approved Affiliate Link from your site.
5. Referral Fee Schedule
You will earn referral fees based on qualifying revenues according to referral fee schedules established by us; "qualifying revenues" are revenues derived by us from our sales of qualifying products, excluding shipping and handling, bad debt, and returns.
6. Payment of Referral Commissions
The Company will review all Affiliate Referral accounts at each month end. All accounts with affiliate referral fees totaling $25.00 or more will be paid at the following month end (this allows for returns, charge backs, etc). Payment will be by check for the referral fees earned on our sales of qualifying products that were purchased during the previous month, less any taxes that we are required by law to withhold. However, if the referral fees payable to you for any monthly period are less than $25.00, we will hold those referral fees until the total amount due is at least $25.00 or (if earlier) until this Agreement is terminated. If a Product that generated a referral fee is returned after 30 days (our return policy is 14 days, but on occasion we will accept returns later) by the customer, we will deduct the corresponding referral fee from your next monthly payment. If there is no subsequent payment, we may send you a bill for the referral fee.
7. Policies and Pricing
Customers who buy products through this Program will be deemed to be customers of The Company, Incorporated Accordingly, all Company 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. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. 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.
8. Current Affiliate Commission Rates (based on Monthly Product Revenue $’s) $0.00 to $100.00 product revenue earns 5.0%, $100.01+ product revenue earns 10.0%.
9. Limited License
We grant you a nonexclusive, revocable right to use the graphic image and text described and such other images for which we grant express permission, solely for the purpose of identifying your site as a toolmancentral.com ARP participant and to assist in generating product sales. You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines, as those guidelines may change from time to time. We may revoke your license at any time by giving you written email notice.
10. 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:
a. The technical operation of your site and all related equipment.
b. Creating and posting any product descriptions on your site and linking those descriptions to toolmancentral.com.
c. The accuracy and appropriateness of materials posted on your site (including, among other things, all Product-related materials).
d. Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights).
e. Ensuring that materials posted on your site are not libelous or otherwise illegal.
f. Liability: 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.
11. Term of the Agreement
The term of this Agreement will begin upon our acceptance of your 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. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to toolmancentral.com, and all Company 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 ARP. You are only eligible to earn referral fees on our sales of Qualifying Products occurring during the term of this agreement, and referral fees 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.
The Company 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 the toolmancentral.com website. Modifications may include, for example, changes in the scope of available referral fees, referral 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 toolmancentral.com WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
13. 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.
14. 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 or the ARP, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the ARP will not exceed the total referral fees paid or payable to you under this Agreement.
We make no express or implied warranties or representations with respect to the ARP or any products sold through the ARP (including, without limitation, warranties of fitness, merchantability, non-infringement, 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 toolmancentral.com will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
16. 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.
This Agreement will be governed by the laws of the United States and the state of Wisconsin, 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 Wisconsin 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.