THIS AGREEMENT (the “Agreement”) provides the terms and conditions of the relationship between:
in order to participate in the Affiliate Program to refer traffic to the Company's website.
WHEREAS, the Company is the sole owner and operator of the Internet site known as
https://www.commercialdehydrators.com.au https://www.dehydratorsamerica.com/ https://www.commercialdehydrators.ca/
WHEREAS, the Company has created a Program that enables Affiliates to refer internet traffic to the Site from social media platforms &
website(s) or advertising networks of others in exchange for agreed consideration; and
WHEREAS, you are the sole owner of the Brand known as
THEREFORE, in consideration of the mutual promises herein, the Parties agrees as follows:
Capitalized terms used and not otherwise defined in this Agreement shall have the following meanings:
(a) “Completed Transaction” means the goods or services of the Company ordered by a Customer have been delivered, the return period has expired, and forty (40) days has elapsed since the goods or services were paid for in full.
(b) “Customer” means any person or party who purchases goods or services that was referred by your brand from the Affiliate Site/Platforms using their provided discount code.
(c) “Links” means the banner, buttons, coding or other manner in which a Customer is referred by one site to the Site for the purpose of promoting the sale of goods or services on the Site. The Links are prepared so as to track Customers who are directed from the Affiliate Site to the Site and make a purchase which results in a Completed Transaction.
(d) “Net Sale Price” means the total received in AUD/USD/GBP/CAD/NZD Dollars from the Customer less (i) any tax collected by the Company for or on behalf of any governmental or taxing authority (such as a sales tax, GST or VAT), (ii) shipping, freight insurance and handling charges, (iii) restocking fees, (iv) credit card or other charges by attributable to the payment method used by the Customer, (v) currency conversion fees, or (vi) discounts, credit or allowances granted by the Company in its sole and absolute discretion.
2 AFFILIATE SITE AND CONTENT
You have sole and exclusive responsibility and liability for the development, operation, maintenance and all materials and content that appear on the Affiliate Site. You shall operate and maintain the Affiliate Site in accordance with all applicable laws, rules and regulations.
In consideration of the Fees, you agree to place one or more of the Links on the Affiliate Site in accordance with the terms and conditions of this Agreement.
We reserve the right to monitor the Affiliate Site to determine if you are in compliance with this Agreement.
3 COMPENSATION FOR YOUR REFERRED TRAFFIC
Subject to your proper use of your affiliate discount code, you will be compensated based upon the Net Sale Price from Completed Transactions. Your compensation (the “Fee”) shall be in accordance with the Schedule of Fees below.
The Fee will be offset with respect to each Completed Transaction for which (a) the Company issues discounts, credits or allowances, or (b) there is a chargeback issued against the Company for any payment previously credited to the Company.
The Company reserves the right to refuse an attempted purchase by any person, in the Company's sole and absolute discretion. You shall have no claim to any Fee based on the Company's decision to not complete a transaction with any person who accesses the Site through a Link on the Affiliate Site.
Schedule of fees:
The Fee relative to Completed Transaction shall be payable to you on or before the 1st day of each month after the 40 day period has elapsed
- The Fees due to you are 10% of the Net value of the sale used under your affiliate code.
- There is NO minimum or maximum payout limit.
All Fees are payable, in your chosen currency, into your provided bank account. If sales have been made in a different currency to your chosen currency, then your commission will be converted on the day of payment.
4 FULFILLMENT AND CUSTOMER INFORMATION
The Company is solely responsible for processing and fulfillment of all orders of goods and services on the Site, which shall be governed by the terms and conditions established by the Company in its sole and absolute discretion. All information about such orders and the Customers are the sole and exclusive property of the Company.
5 LIMITED LICENSE RIGHTS
You agree to place one or more of the Links on the Affiliate Site. Links may contain logos, trademarks, service marks (collectively, “Marks”). Pursuant to this Agreement, the Company grants you a limited, non-exclusive, non-transferable and revocable license to display the Links on the Affiliate Site, and nowhere else, subject to the terms and conditions of this Agreement. You may not use the Links or the Marks for any other purpose absent the express written consent of the Company. You may not change, add to or delete from the Links or Marks. You may not use the Marks independently of the Links for any purpose without the Company's express written consent; and you may not use or present the Links in any manner that suggests the endorsement of or by any other goods, services, persons or entities without the express written consent of the Company. In addition, you agree to not (a) acquire or attempt to acquire, register or attempt to register, make a claim to or in any way use domain names, trademarks, service marks, keywords, handles, screen names or other forms of identification incorporating the Marks; or (b) not to use the Marks in a way that suggests that the source of the Affiliate Site is the Company.
All intellectual property rights in and to the Marks, and any goodwill generated by your use of the Marks shall insure solely to the benefit of the Company.
Upon suspension of this Agreement, the rights granted herein may, in the Company's sole discretion, be suspended. Upon termination of this Agreement, the rights granted in this section shall automatically terminate.
6 REPRESENTATIONS AND WARRANTIES
You represent and warrant that:
(a) You are legally capable and authorized to enter into this Agreement; and, if you represent an entity, all actions necessary to authorize you to enter into this Agreement have been taken.
(b) You are the sole owner and operator of the Affiliate Site.
(c) The Affiliate Site does not and shall not:
(i) contain any information which you know or reasonably should know is false;
(ii) contain or transmit any apps or programs that are or can be installed or downloaded to a Customer’s computer or other device without the Customer’s express and knowing consent as to the exact nature, purpose and function of such apps or programs;
(v) not use the Company's name or the Marks in any form of unsolicited communication, including unsolicited email (spam)
The Company makes no representations or warranties as to the Site. To the maximum extent of the law, the Company disclaims all representations, warranties and conditions, express and implied, including the warranties of merchantability, fitness for particular purpose, title and non-infringement. The Site is provided “as is.”
8 LIMITATION OF LIABILITY
IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES INCLUDING BUT NOT LIMITED TO THE LOSS OF PROFITS OR BUSINESS OPPORTUNITY, EVEN IF WE HAD BEEN ADVISED OF SUCH POSSIBILITY.
IN NO EVENT SHALL THE LIABILITY OF THE COMPANY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE FEES PAID TO YOU BY THE COMPANY. THIS LIMITATION APPLIES TO ANY LIABILITY ARISING FROM ANY CAUSE OF ACTION WHATSOEVER IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES.
For purposes of this section, any reference to “the Company” shall include the Company's affiliates, officers, employees, principals, agents and contractors.
9 TERM AND TERMINATION
This Agreement shall commence upon the approval of the and may be terminated by either Party upon written notice to the other. If we terminate this Agreement due to breach by you, no further Fees shall be paid to you and we may seek such other relief, equitable and legal, as may be available. If you terminate, the Fees due and owing to you shall be paid as provided herein. Regardless who terminates, upon termination, any and all rights and licenses granted by us to you shall immediately cease and you shall immediately stop using and remove the Links and the Marks from the Affiliate Site.
(a) You are an independent contractor with respect to the Company. Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between you and the Company. You shall not, in any manner or respect, represent, suggest or convey the impression that you are an employee or agent of the Company, or that the Company has endorsed you and/or the Affiliate site or that you represent the Company in any manner or capacity. You have no authority to and shall not enter into any agreements or obligations purporting to be binding upon the Company.
(b) As an independent contractor, you are solely and exclusively responsible (i) for all taxes payable with respect to income earned through the Site; (ii) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that you are not covered by or eligible for any insurance from the Company; and (iii) for ensuring that you comply with any Licensing Authority’s rules or practices.
You promise and agree to hold Confidential Information in strict confidence and in trust for the sole benefit of the Company, both during the term of this Agreement and at all times thereafter, and shall not use such Confidential Information for any purpose, whether or not for consideration, business or personal, other than as may be reasonably necessary for the performance of its duties pursuant to this Agreement, without the Company's prior written consent. You shall not disclose any Confidential Information to any person or entity, other than to such of its employees or consultants as may be reasonably necessary for purposes of performing its duties hereunder and have executed agreements of confidentiality no less protective than this Agreement, without the Company's prior written consent. You shall use not less than the same degree of care it uses to protect its own Confidential Information, but in any event not less than a reasonable degree of care. For purposes of clarity, your obligations hereunder include taking all actions necessary to ensure that your affiliates, employees, contractors and agents and any other person or party who obtains Confidential Information from or as a result of provider abide by the terms of this section in their entirety.
Confidential Information does not include information that (a) is or becomes publicly known through lawful means; (b) was rightfully in provider’s possession or part of your general knowledge prior to the effective date of this Agreement; or (c) is disclosed to you without confidential restriction by a third party who rightfully possesses the information (without confidential restriction) and did not learn of it, directly or indirectly, from the Company.
If you are required to disclose Confidential Information by virtue of a lawful court order, subpoena or similar legal request, you will promptly notify the Company in writing of such a requirement and cooperate so that the Company may seek an appropriate protective order. You will not use, copy, publish, distribute or summarize any Confidential Information except as necessary to carry out the activities contemplated herein.
The Company may modify or amend the terms of this Agreement at any time by posting such changes on the Site and/or notifying you by email. No such amendment shall be effective until at least thirty (30) days after email notice, whichever occurs first. Notwithstanding any modification, the rights and obligations of the Parties relating to the consideration to be received hereunder and any fees to be charged as between Parties as to any occurrence prior to the effective date of such modification shall remain unchanged by any such modification.
Any notices or other communications required or permitted here under shall be sufficiently given if in writing and delivered via email.
14 ENTIRE AGREEMENT
This Agreement sets forth the entire agreement and understanding between you and the Company relating to the subject matter hereof and thereof and supersedes any prior or contemporaneous discussions, agreements, representations, warranties and other communications between you and the Company, written or oral, to the extent they relate in any way to the subject matter hereof.