Our affiliates are very important to us. We have developed the following affiliate agreement with you in mind, as well as to protect our company's good name. So please bear with us as we take you through this legal formality.
If you have any questions, please don't hesitate to let us know. For the quickest response please email us at firstname.lastname@example.org. You can also reach us via phone, toll-free: 1-888-383-9513.
UEP Affiliate Manager
PLEASE READ THE ENTIRE AGREEMENT.
YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND UNIQUELY EMU PRODUCTS, INC. HENCEFORTH REFERRED TO AS UEP AND/OR UNIQUELYEMU.COM.
BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in UEP's Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and the UEP web site. Please note that throughout this Agreement, "we," "us," and "our" refer to UEP, and "you," "your," and "yours" refer to the affiliate.
2. Affiliate Obligations
2.1. To begin the enrollment process, you will complete and submit the online application at UNIQUELYEMU.COM. We may reject your application at our sole discretion. We may reject your application if we determine that your site is unsuitable for our Program, including if it:
2.1.1. Promotes sexually
2.1.2. Promotes violence
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
2.1.4. Promotes illegal activities
2.1.5. Incorporates any materials that infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
2.1.6. Includes "Uniquely Emu" or variations or misspellings thereof in its domain name
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
2.1.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are UEP and/or UNIQUELYEMU.COM or any other affiliated business.
2.2. As a member of UEP's Affiliate Program, you will have access to our Affiliate Account Manager. Here you will be able to review our Program's details and previously published affiliate newsletters, download HTML code (that provides for links to web pages within the UEP web site) and banners. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with. You will be solely responsible for placing your unique affiliate link into your web site and making sure that it is working properly. UEP cannot award commissions on sales stemming from incorrect links, as there is no way to track them.
2.3. UEP reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.
2.4. The maintenance and the updating of your site will be your responsibility. We may monitor your site, as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel may enhance your performance.
2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it is in written form, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.
2.6. It is the responsibility of every affiliate to report and remit any necessary tax on your earnings to your local and federal government. UEP will report your earnings to the IRS. You must supply a valid Federal Tax ID number at the time that you apply for the program. If you are a sole proprietor or are operating the affiliate program from a web site that you operate/manage yourself, place your social security number in the Federal Tax ID form field. Otherwise, use your company's assigned Federal Tax ID number. You are still obligated to report your earnings from the affiliate program. UEP does not withhold tax from your commission payments.
2.7. You agree to permit UEP to contact you via email or telephone regarding your UEP affiliate program enrollment and/or participation.
3. UEP Rights and Obligations
3.1. Once we receive your application we will review your web site and notify you via email as to whether your site has been approved or denied. We reserve the right to use our own discretion when approving or denying any site into UEP's Affiliate Program. Sites that are not related to skin care, hair care, pain management or other similar areas of interest may be denied. Sites that will be denied approval into the program include sites that contain no content, are under construction, do not supply a working email address, are not accessible to us for review, or are saturated with other affiliate links. We will also deny sites that contain pornography, vulgarity, unlawful content, offensive content or other content that we deem questionable or unacceptable. Approval or denial of all sites will be determined at the sole discretion of UEP. Please note that we are not accepting applications from businesses or individuals outside of the United States at this time.
3.2. Once you're approved you will be provided a unique affiliate link and access to your own affiliate account where you will find approved banners, tools, reporting and tracking features, and many other special services. You will be given permission to use approved banners and text on your site for the purpose of promoting UEP's Affiliate Program. Any other images, text, banners, etc. on our site may only be used with prior permission from UEP.
3.3 Sales generated from customers entering our site by way of your unique affiliate link will be registered in your affiliate account. You will earn a commission of 15% on the merchandise total of all orders registered in your affiliate account. Commissions are not paid on sales tax or shipping & handling charges. Commissions will be paid on successfully completed orders only. For example: If a customers credit card is denied, the order is canceled or returned, or the order cannot be successfully processed for any other reason, then no commission shall be paid.
3.4. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made in regards to your participation in the UEP's Affiliate Program, or to make sure that your links to our web site are appropriate and to further notify you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in UEP's Affiliate Program.
3.5. UEP reserves the right to terminate this Agreement and your participation in our Affiliate Program immediately and without notice to you should you commit fraud in your use of the UEP Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, UEP shall not be liable to you for any commissions for such fraudulent sales.
3.6. UEP reserves the right to remove any affiliate that does not add the affiliate links to their site within 30 days of being approved into the program or that removes the links from their web site, as well as affiliates that do not begin to earn commissions within 60 days of joining the program. Affiliates that no longer have a working web site will also be removed unless we are informed that the site is temporarily offline or under construction.
3.7. UEP reserves the right to modify these terms and conditions without notice, at any time. UEP also reserves the right to discontinue the Affiliate Program at any time, at its discretion. Should UEP decide to terminate the program, affiliates will be notified and compensated for their earnings, with all other terms in place, up until the time that the program is terminated.
3.8. UEP reserves the right to refuse or terminate an affiliate for any reason, at any time.
3.9. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.
Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such an event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and UEP's Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in UEP's Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
Since UEP offers a 60-Day money back guarantee, we don't pay commissions on completed orders until the return policy has expired. Because of this, you may see a delay in the processing of your payment. For instance, if you receive a commission on January 15th, the return policy expires on March 15th. Your payout will then be made on April 1st.
Affiliates must earn a minimum of $10.00 before a payout is made. Your commissions will accumulate until the minimum amount is met. Payments will be made through PayPal using the PayPal information you have supplied to us. If you need to update your PayPal information after you submit your application please notify us by email at: email@example.com.
7. Access to Affiliate Account Interface
You will create a password so that you may enter UEP's secure affiliate account interface. From within the interface you will be able to receive your reports that will describe our calculation of the commissions due to you.
8. Promotion Restrictions
8.1. You are free to promote your own web sites, but naturally any promotion that mentions UEP and/or UNIQUELYEMU.COM could be perceived by the public or the press as a joint effort. You should know UEP always prohibits certain forms of advertising. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name and reputation. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote UEP so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote UEP and/or UNIQUELYEMU.COM so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web site(s) as independent from UEP. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the UEP's Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
8.2. Affiliates that, among other keywords or exclusively, bid in their Pay-Per-Click campaigns on keywords such as UEP, Uniquely Emu, www.uniquelyemu, www.uniquelyemu.com, Emu Essence Naturals, Clearly Emu, Animal Basics, AniMend, and/or any misspellings or similar alterations of these, or of any of our trademarks or trade names - be it separately or in combination with other keywords, will be considered trademark violators and will be banned from UEP's Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior.
8.3. Affiliate shall not transmit any so-called "interstitials," "Parasiteware", "Parasitic Marketing," "Shopping Assistance Application," "Toolbar Installations and/or Add-ons," "Shopping Wallets" or "deceptive pop-ups and/or pop-unders" to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited UEP's site (i.e., no page from our site or any UEP's content or branding is visible on the end-user's screen). As used herein a. "Parasiteware" and "Parasitic Marketing" shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, Bing, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of UEP in IFrames, hidden links and automatic pop ups that open UEP's site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.
8.4 Product Restrictions: The following items are not eligible for compensation through the affiliate program: 1 Gallon Jugs of Emu Oil, all eggshells, all eggstands, all feathers, and all miscellaneous add-on items such as felt pads, empty bottles and pumps, TackyWax, and pins.
9. Grant of Licenses
9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of UEP's Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of UEP and the good will associated therewith will inure to the sole benefit of UEP.
9.2. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
UEP MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING UEP'S SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF UEP ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. 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.
11. Representations and Warranties
You represent and warrant that:
11.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
12. Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL UEP'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
You hereby agree to indemnify and hold harmless UEP, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
15.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and UEP and/or UNIQUELYEMU.COM. 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 web site or any other web site that reasonably would contradict anything in this Section.
15.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
15.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Illinois without regard to the conflicts of laws and principles thereof.
15.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
15.5. This Agreement represents the entire agreement between you, and us and shall supersede all prior agreements and communications of the parties, oral or written.
15.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
15.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.