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The Furniture Connoisseur Affiliate Agreement
This Agreement constitutes the entire agreement between Company and
Affiliate, and supersedes any prior understanding or representation of any
kind preceding the
date of this Agreement. There are no other promises, conditions,
understandings or other
agreements, whether oral or written, relating to the subject matter of
this Agreement. In this agreement, "Company" refers to
TheFurnitureConnoisseur.com, and "Affiliate" refers to you.
1. Promotional Materials. Company shall make available to Affiliate
certain banner
advertisements, button links, text links, and/or other graphic or textual
material for display
and use on the Affiliate website (the “Promotional Materials”). Affiliate
shall display the
Promotional Materials on Affiliate’s website prominently and as Affiliate
sees fit, provided
that the manner of display shall be subject to the terms and conditions of
this Agreement.
Affiliate shall also include a link from the Promotional Materials to Company’s website, as
specified by Company.
2. Use of Promotional Materials. The Affiliate’s use and display of the
Promotional Materials
on the Affiliate’s site shall conform to the following terms, conditions
and specifications:
a. Affiliate may not use any graphic, textual or other materials to
promote Company’s
website, products or services other than the Promotional Materials, unless
Company
agrees to such other materials in writing prior to their display.
b. Affiliate may only use the Promotional Materials for the purpose of
promoting
Company’s website (and the products and services available thereon), and for
linking to Company’s website.
c. The Promotional Materials will be used to link only to Company’s
website, to the
specific page and address as specified by Company.
d. Affiliate will not alter, add to, subtract from, or otherwise modify
the Promotional
Materials as they are prepared by Company. If Affiliate wishes to alter or
otherwise
modify the Promotional Materials, Affiliate must obtain prior written
consent from
Company for such alteration of modification.
3. License. Company hereby grants to Affiliate a nonexclusive
nontransferable license (the
“License”) to use the Promotional Materials as specified under the terms
and conditions of
this Agreement. The term of the License shall expire upon the expiration
or termination of
this Agreement.
4. Intellectual Property. Company retains all right, ownership, and
interest in the Promotional
Materials, and in any copyright, trademark, or other intellectual property
in the Promotional
Materials. Nothing in this Agreement shall be construed to grant Affiliate
any rights,
ownership or interest in the Promotional Materials, or in the underlying
intellectual property,
other than the rights to use the Promotional Materials granted under the
License, as set forth
in Section 3.
5. Relationship of Parties. This Agreement shall not be construed to
create any employment
relationship, agency relationship, or partnership between Company and
Affiliate. Affiliate
shall provide services for Company as an independent contractor. Affiliate
shall have no
authority to bind Company into any agreement, agreement, nor shall
Affiliate be considered to be an
agent of Company in any respect.
6. Commissions.
a. In exchange for Affiliate’s display of the Promotional Materials, and
for Affiliate’s
compliance with and performance of the terms and conditions of this
Agreement,
Company shall pay to Affiliate a commission (the “Commission”) in the
amount of (6%) on all net product sales generated by customers referred
from Affiliate's web site.
b. Company shall keep accurate and up-to-date records of the data used to
determine the
total amount of Commissions owed to Affiliate. Affiliate shall be given
reasonable
access to these records upon request. Any discrepancy between the amount of
Commissions owed according to these records, and the actual amount of
Commissions paid to Affiliate in any period or periods shall be rectified
by Company
within 14 days of discovering such discrepancy.
c. Company shall pay all Commissions accrued and payable to Affiliate within 7 days of
the first day
of each month (the “Commission Payment Date”). If on any
Commission Payment Date, the amount of total Commissions accrued and
payable to
Affiliate is less than $25.00, then such accrued and payable balance shall be
held over to the following month, and paid together with the Commissions
due for
that month. If at any time, the balance of accrued and payable Commissions
is held
over for 2 consecutive months, then Company shall pay all accrued and payable
Commissions to Affiliate in the third month, regardless of the total
amount owed.
d. In the event that Affiliate materially breaches this Agreement and Company
terminates this Agreement within 30 days of such breach, then any accrued and
payable Commissions owing to Affiliate shall be forfeited, and Company
shall not be
obligated to pay such Commissions to Affiliate.
7. Affiliate’s Representations and Warranties. Affiliate represents and
warrants the following:
a. Affiliate has the legal authority to enter into this Agreement and to
be bound to the
promises, covenants, and other duties set forth in this Agreement.
b. Affiliate’s website does not contain any materials that are:
i. Sexually explicit, obscene, or pornographic;
ii. Offensive, profane, hateful, threatening, harmful, defamatory, libelous,
harassing, or discriminatory (whether based on race, ethnicity, creed,
religion,
gender, sexual orientation, physical disability, or otherwise);
iii. Graphically violent, including any violent video game images; or
iv.
Solicitous of any unlawful behavior
c. Affiliate has obtained any necessary clearances, licenses, or other
permission for any
intellectual property used on Affiliate’s website. Nothing on Affiliate’s
website
infringes upon the intellectual property rights of any person or entity.No person or
entity has brought or threatened an action claiming such infringement, nor
does
Affiliate have any reason to believe that any person or entity will bring
or threaten
such a claim in the future.
d. Affiliate will not use the Promotional Materials in any manner other
than those set
forth in Section 2 above.
8. Term.
a. This Agreement shall take effect when you submit your application and
shall remain in full
force and effect indefinitely, or until terminated pursuant to this
Section 10.
b. Either Party shall have the right to terminate this Agreement at any
time and for any
cause, by giving notice to the other party via letter, fax or e-mail.
9. Taxes. Company shall not be responsible for any taxes owed by
Affiliate arising out of
Affiliate’s relationship with Company as set forth in this Agreement.
Company shall not
withhold any taxes from the Commissions paid to Affiliate.
10. Limitation of Liability. Company shall not be liable for any loss of
profits or costs, or for
any direct, indirect, special, incidental or consequential damages,
including costs associated
with the procurement of substitute goods or services (whether Company was
or should have
been aware or advised of the possibility of such damage), arising out of
or associated with
any loss, suspension or interruption of service, termination of this
Agreement, use or misuse
of the Promotional Materials, or other performance of services under this
Agreement.
11. Governing Law. This Agreement shall be construed in accordance with,
and governed in all
respects by, the laws of the State of Texas, without regard to conflicts of
law principles.
12. Counterparts. This Agreement may be executed in several counterparts,
each of which shall
constitute an original and all of which, when taken together, shall
constitute one agreement.
13. Severability. If any part or parts of this Agreement shall be held
unenforceable for any
reason, the remainder of this Agreement shall continue in full force and
effect. If any
provision of this Agreement is deemed invalid or unenforceable by any
court of competent
jurisdiction, and if limiting such provision would make the provision
valid, then such
provision shall be deemed to be construed as so limited.
14. Headings. The headings for section herein are for convenience only and
shall not affect the
meaning of the provisions of this Agreement.
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