Affiliate Program Agreement

 

This Affiliate Program Agreement (“Agreement”) is between the International Association of Reiki Professionals, LLC (“we,” “us” or “our”), a New Hampshire, USA limited liability company, and the person or entity that is entering into this Agreement (“you”).  This Agreement governs your participation in the “IARP Affiliate Program” (the “Program”).  For purposes of this Agreement, “Our Website” means websites located at www.iarp.org and www.iarpreiki.org and other IARP owned sites and “Your Website” means the website owned or controlled by you and agreed to by us, on which you shall place “Links” as defined in Section 2 (“Links”) below.

 

1.    Program Registration.

 

Once you have agreed to this Agreement by clicking on the “AGREED” button below and submitting  a completed Program application (an “Application”) which will go to info@iarp.org or such other address as we may require, we will review such Application, and advise you via email if that Application has been accepted.  We may reject your Application for any reason or no reason, including without limitation the presence on Your Website at any time of any offensive or improper content.  Until you receive an email from us advising you that your Application has been accepted, this Agreement is not yet in effect, and you may not participate in the Program.

 

2.    Links.

 

For the purposes of this Agreement, “Link” shall mean certain software code provided to you by us from time to time for your use on Your Website to allow linking to certain pages on Our Website.  Without limiting the generality of the foregoing, Links may include banners, buttons, text, search boxes and other visual items.  You hereby agree to present Links on Your Website as provided by us, without modification or addition, in locations approved by us. You agree to display the creative exactly as it appears on the Program and will not alter any creative that has been submitted to the Site.Any breach of the foregoing obligations by you shall be considered a material breach of this Agreement.  Without limiting the generality of the foregoing, we may at any time, without notice to or permission from you or any third party, require that you immediately modify, replace or remove Links, or remotely modify, replace or remove Links ourselves.

 

 

3.    Emails.

 

You may also place Links in emails that you send to users of Your Website who have agreed to receive such emails, subject to all applicable laws and the terms of this Agreement.  Without limiting the generality of the foregoing, you will not send Links as “Spam” or any unsolicited commercial emails.

 

4.    Cookies, Sales Transactions and Purchases.

 

4.1    Referral Fees.  For each visitor to Your Website (each, a “Visitor”) that clicks on a Link and visits Our Website, we shall place a software “cookie” through the Visitor’s web browser (a “Cookie”), which Cookie shall automatically self-delete in thirty (30) days.  We will track any purchases of services included in the affiliate program by such Visitor at Our Website, and we will pay to you certain referral fees (“Referral Fees”) based on amounts actually received by us (“Authorized Revenue”) from each such Visitor within thirty (60) days of the first (1st) day on which we placed the foregoing Cookie, and as further described in Section 5 (“Calculation and Payment of Referral Fees”).  For the elimination of doubt, if a Visitor initially visited Our Website via a Link from Your Website, all Authorized Revenue received by us during such thirty (30) day period shall be the basis for Referral Fees, regardless of whether subsequent visits to Our Website after the first visit were via a Link or not.

 

4.2    Limitations.  We shall have no obligation with respect to any Visitors who do not accept, or who delete, Cookies, and we shall have no obligation to pay Referral Fees for any Visitors other than those Visitors who initially visit Our Website via a Link from Your Website. We shall not be held liable for any downtime of sites or internet connections.

 

5.    Calculation and Payment of Referral Fees.

 

5.1    Amount of Referral Fees.  1/15/2019: We shall pay you Referral fees as follows: $25 per new member who joins as a new Member and completes membership requirements as per the membership application. This $25 fee is valid on any membership term: 6 month, 1 year or 2 year. The referral fee is for You referring new members and is for the initial term of membership only and does not apply to any subsequent renewals. We reserve the right to change the referral fee structure and amounts at any time and if any changes or new offerings to referral fee structure we will notify you to the email address on file or via an updated Terms and Conditions notification. 

 

    5.2    Limitations.  We shall not pay Referral Fees on: Products or services purchased by members or others, on subsequent membership renewal, or any other revenue other than new member membership due referral fees.

 

5.3    PayPal and Payment.  In order to receive Referral Fees, you must establish and maintain a PayPal account, and provide us with correct information with respect thereto.  We shall pay Referral Fees to your PayPal account on a calendar monthly basis, one (1) month in arrears.  All Referral Fees shall be net of applicable taxes, and shall be accompanied by documentation reasonably sufficient in our judgment to explain the amount and calculation of Referral Fees.  Payment of Referral Fees shall represent the total amount of payment owed or paid by us hereunder. If you are a USA resident you must complete the appropriate tax form in your Affiliate Area to be eligible to receive commissions.

 

6.    Relationship of the Parties.  You are an independent contractor, and you shall not misrepresent the relationship of the parties. 

 

7.    License.   We hereby grant to you a limited, revocable, non-exclusive, non-transferable license (without the right to grant sublicenses) to post our trademarks (“Trademarks”) as presented in the Links we provide to you on Your Website, solely during the Term and solely to enable Visitors to visit Our Website from Your Website via such Links.  You hereby acknowledge our exclusive ownership of, and right, title and interest in and to, the Trademarks and all associated goodwill, both at common law and under applicable laws in the United States and all other jurisdictions, and shall not, either directly or indirectly, at any time, do anything to discredit, encumber, dilute or diminish any part of such ownership or right, title or interest or challenge the validity of the Trademarks or this Agreement.  You agree that your use of the Trademarks shall inure entirely to our benefit.  You will ensure that the quality of Your Website is at all times consistent with examples you have provided to us and our requirements, and you shall provide us samples of the placement of Links on Your Website upon request.

 

8.    Ownership.

 

You hereby acknowledge that we own and shall at all times own all right, title and interest in and to Our Website, the Program and the Links.  The only licenses granted to you are those expressly stated herein, and there are no implied or other licenses.

 

9.    Your Website.

 

You are solely responsible for the operation and maintenance of Your Website, including without limitation ensuring: (i) that Your Website operates properly and is available to Visitors; (ii) the accuracy, timeliness and legality of all content on Your Website; (iii) ensuring that any content on Your Website does not violate or infringe upon the rights of any third party, and is not illegal, vulgar, obscene, racist, pornographic, defamatory or otherwise objectionable.  We shall be the sole arbiter of whether Your Website conforms to the foregoing obligations.

 

10.    Indemnity.

 

You hereby agree to defend, indemnify and hold harmless us, our agents, employees, officers, directors, customers and affiliates from and against any and all claims, demands, threats, suits and proceedings arising from or in connection with Your Website and your performance under this Agreement.

 

11.    Term and Termination.

 

11.1    Term.  The term of this Agreement (“Term”) shall commence upon notice from us that we have accepted your Application and after you have indicated your acceptance of this Agreement by clicking on the “AGREED” button to these Terms, and shall continue until terminated by either party upon notice. If instructed to do so by Company and/or if this Agreement terminates, You will immediately remove and discontinue the use of any Site Data.

 

If You are notified that fraudulent activities may be occurring on your Media, and You do not take any actions to stop the fraudulent activities, then You are responsible for all associated costs and legal fees resulting in these fraudulent activities.

 

11.2    Referral Fees.  Where you or we terminate this Agreement other than for the material breach of the other party, we shall pay you Referral Fees that are due for the immediately following thirty (30) days.  Otherwise, our obligation to pay Referral Fees shall expire upon the termination of this Agreement. You acknowledge that Company does not represent, warrant, or make any specific or implied promises as to the successful outcome of any Programs.

 

 

12. Customer Information; Non-Disclosure


All information submitted by end-user customers pursuant to a Program is proprietary to and owned by Company or its affiliates. Such customer information is confidential and may not be disclosed by Company. In addition, You acknowledge that all non-public information, data and reports received from Company hereunder or as part of the services hereunder is proprietary to and owned by Company. All proprietary information is protected by copyright, trademark and other intellectual property law. You agree not to reproduce, disseminate, sell, distribute or commercially exploit any proprietary information in any manner. These non-disclosure obligations shall survive the termination of this Agreement.

 

13.    Disclaimer.

 

WE PROVIDE OUR WEBSITE, LINKS, TRADEMARKS AND ALL OTHER GOODS AND SERVICES ON AN “AS IS” BASIS, WITHOUT ANY WARRANTY.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE HEREBY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, ARISING FROM COURSE OF DEALING OR OTHERWISE, AND INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.  

 

14.    Limitation of Liability.

 

UNDER NO CIRCUMSTANCES SHALL WE OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DISTRIBUTING OUR WEBSITE, THE LINKS OR THE TRADEMARKS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING ANY LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).  OUR TOTAL LIABILITY TO YOU UNDER THIS AGREEMENT OR OTHERWISE SHALL NOT EXCEED THE GREATER OF REFERRAL FEES OWED TO YOU OR FIVE HUNDRED DOLLARS ($500).

 

 

15.    Applicable Law; Jurisdiction and Venue.

 

We control Our Website from our offices within the United States.  If you access Our Website from outside the United States, you are responsible for compliance with applicable local laws.  Any dispute between you and us, and any dispute relating to this Agreement, Our Website, Links, Trademarks, Your Website, Authorized Revenue or Referral Fees shall be governed by the laws of the state of Arizona, U.S.A., without reference to its conflicts of laws provisions.  The state and federal courts located in Phoenix, Arizona shall have sole jurisdiction over each such dispute, and the parties hereby consent to the personal jurisdiction of such courts. 

 

16.    Notices.

 

All notices permitted or required under this Agreement shall be sent to you via the email address you provided in your Application, or such other email address as you may provide to us from time to time, or via updated Terms and Conditions notifications in your Affiliate Area. You shall provide all notices to us via this email address: info@iarp.org or such other email address as we may provide to you from time to time.

 

17. Severability.


If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not effect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.

18. Force Majeure.


Neither Party shall be liable to the other by reason of failure or delay in the performance of its obligations hereunder on account of Acts of God, fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters, interruption in internet service or any other cause which is beyond the reasonable control of such Party.

19. Attorneys' Fees.


International Association of Reiki Professionals LLC shall be entitled to an award of its reasonable costs and expenses, including attorneys' fees, in any action or proceeding arising out of this Agreement.

20.    General.

 

This Agreement constitutes the entire agreement between you and us regarding this subject matter, and supersedes any and all prior agreements, discussions, communications or negotiations with respect thereto.  Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.  If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.  The section titles in this Agreement are for convenience only and have no legal or contractual effect.  We may assign this Agreement, including your Application and related information, without notice in the event of any merger, acquisition, change in control or other similar transaction involving us or any of our affiliates.