|Conversion action||Online purchase with processed valid payment|
|Cookie days||3 days|
|Commission type||Variable, depending on your 30 day(s) sales volume.|
|Base commission||Starting at 10% and based on sales volume|
THIS AFFILIATE AGREEMENT is entered Between
(1) The Legacy Companies (Omega Juicers, Excalibur Dehydrator, Chef's Choice, Yonans, West Bend) whose principal place of business is at Florida, United States of America (the "Company")
(2) Refersion Affiliate whose principal place of business is at VARIED STATES, United States of America (the "Affiliate")
(a) The Company has created an affiliate program Refersion Affiliate Program for The Legacy Companies (“Affiliate Program”)
(b) Subject to the terms and conditions of this Agreement, Affiliate intends to join the Company’s Affiliate Program to promote the Company’s goods or services to the Affiliates potential customers on the Affiliate’s website for a fee in the manner agreed by the parties hereto.
In consideration of and as a condition of this Agreement and other valuable consideration, the receipt , and sufficiency of which considerations are hereby acknowledged, the Parties agree to the provisions as follows:
“Company’s Website” refers to the company’s primary website maintained at the address omegajuicers.com, excaliburdehydrator.com, chefschoice.com, yonanas.com, westbend.com
“Affiliate’s Website” refers to the website on which the Affiliate agrees to place a link to the Company’s website in the manner specified by the Company.
"Goods or Services" means All Products Made by The Legacy Companies Brands offered by the Company for sale to the customer pursuant to the Affiliate Program.
"Value of Goods or Service" means in relation to any Goods or Services, the fees charged by the Company to the customer, less:
• any sales tax, turnover tax, value added tax or other tax payable thereon;
• any expenses or out-of-pockets disbursements.
whether or not such items are separately invoiced.
2. Affiliate Program
(a) Affiliate must complete and submit the application form on the Company’s Website to join the Affiliate Program.
(b) Affiliate understands and agrees that his/her business will be evaluated by the Company to determine whether the Affiliate is a proper fit to be an affiliate for Company’s Affiliate Program.
(c) The Company reserves the right to approve or reject Affiliate’s application at the Company’s sole and absolute discretion.
(d) Upon approval of the Affiliate’s application form, the Company shall provide Affiliate with a specific link to the Company’s Website for Affiliate to use and give to his/her respective customers on the Affiliate’s Website.
(e) Each time a customer clicks the Company’s link on the Affiliate’s Website, the Customer will be redirected to the Company’s Website to enable the customers purchase Company’s Goods and/or Services.
(a) The fee shall be calculated as a varied percentage of the net value of Goods and/or Services sold directly as result of this Affiliate Agreement (“Affiliate Fee''). Net value shall exclude value added tax, postage and packaging, insurance, refunds and payments not honoured by a financial institution.
(b) Affiliate is responsible for maintaining proper payment information with the Company in order to receive Affiliate Fee including current email address information, and accounting and tax documentation.
(c) Upon reconciliation of the Affiliate Fees due at the end of every month, Affiliate shall issue an invoice to the Company and payment shall be effected within thirty (30) days of submission of said invoice. For the avoidance of doubt, Company shall have no obligation to pay Affiliate in respect of any Goods and/or Service invoiced but have not been paid by the Customers (if any). The Company reserves the right to reject sales that do not comply with the terms of this Agreement.
(d) The Affiliate Fee shall be reduced in proportion to any claim or liability against the Company by customers. Affiliate agrees to refund to the Company any Affiliate Fee already paid to Affiliate under these circumstances.
Both Parties to this Agreement acknowledge and agree that this Agreement and the arrangements described herein are intended to be non-exclusive and that each of the Parties is free to enter into similar agreements and arrangements with other entities. Affiliate shall be free to continue working for and taking on other such affiliate programs and the Affiliate need not obtain Company’s approval for any such work. Likewise, the Company can engage additional affiliates and does not need the Affiliate’s approval to do so.
5. Limited License
Affiliate agrees to place one or more of the links to Company’s website, as provided by the Company, on the Affiliate Site (“Links”). Links may contain logos, trademarks, service marks (collectively, “Marks”). Pursuant to this Agreement, the Company grants Affiliate a limited, nonexclusive, non-transferable and revocable license to display the Links on the Affiliate Website, and nowhere else, subject to the terms and conditions of this Agreement. Affiliate may not use the Links or the Marks for any other purpose absent the express written consent of the Company. Affiliate may not change, add to or delete from the Links or Marks. Affiliate may not use the Marks independently of the Links for any purpose without the Company's express written consent; and Affiliate 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, Affiliate 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 Website is the Company. All intellectual property rights in and to the Marks, and any goodwill generated by Affiliate’s use of the Marks shall inure 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. Responsibilities of Affiliate
(a) The Affiliate must comply with the requirements of the Affiliate Programme including in particular any stipulations as to the nature and content of the Affiliate's Website and the use of the Company's and/or third party trademarks and logos.
(b) The Affiliate shall not use the Affiliate Program for any unlawful purpose or in any way that could damage the Website and Goods and/or Services of the Company
(c) The Affiliate shall comply with all applicable laws and regulations including without limitation the data privacy and security laws and regulations applicable to the the Affiliate’s country of residence or Affiliate's Website visitors.
(d) The Affiliate warrants that the Affiliate’s website does not promote sexually explicit materials, violence, discrimination, illegal activities or incorporate any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law.
(e) It is the Affiliate’s sole and exclusive responsibility to ensure that all legal requirements for the Affiliate’s business are met. Such legal requirements, the responsibility of the Affiliate include, but are not limited to, ensuring that claims on Affiliate’s Website with respect to Company’s Goods and/or Services are true, accurate and may be legally stated, and ensuring all sales of Goods and/or Services are lawful.
7. Term and Termination
(a) This Agreement shall be effective on the date of acceptance of the Affiliate into the Affiliate Program by the Company and shall continue indefinitely untill it is earlier terminated in accordance with the terms of this Agreement.
(b)Either party shall be entitled forthwith to terminate this Agreement by written notice to the other if:
• that other party commits any breach of any of the provisions of this Agreement and, in the case of a breach capable of remedy, fails to remedy the same within 10 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;
• an encumbrancer takes possession or a receiver is appointed over any of the property or assets of that other party;
• that other party makes any voluntary arrangement with its creditors or becomes subject to an administration order;
• that other party goes into liquidation (except for the purposes of amalgamation or reconstruction and in such manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other party under this Agreement);
• anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to that other party;
• that other party ceases, or threatens to cease, to carry on business; or
• one party giving the other party thirty (30) days prior written notice.
(b) For the purposes of clause 7(a), a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of performance (provided that time of performance is not of the essence).
(c) Any waiver by either party of a breach of any provision of this Agreement shall not be considered as a waiver of any subsequent breach of the same or any other provision thereof.
(d) The rights to terminate this Agreement given by this clause shall be without prejudice to any other right or remedy of either party in respect of the breach concerned (if any) or any other breach.
8. Consequences of Termination
Upon the termination of this Agreement for any reason:
• Affiliate shall cease to engage in the Affiliate Program to promote, market, advertise or solicit customers for the goods or services;
• the provisions of clause 8 shall continue in force in accordance with its terms;
• Affiliate shall have no claim against the Company for compensation for loss of rights, loss of goodwill or any similar loss (except unpaid Affiliate Fee);
• All outstanding Affiliate Fees due to the Affiliate at that time shall be settled in full within fourteen (14) days;
• subject as otherwise provided herein and to any rights or obligations which have accrued prior to termination, neither party shall have any further obligation to the other under this Agreement.
(a) Affiliate shall treat as confidential all information which the Company may make available to it pursuant to this Agreement or the negotiations in respect thereof (the "Confidential Information") and shall not without the prior written consent of the Company :
• exploit any part of the Confidential Information save as is reasonably necessary to enable it to sell the Goods and/or Services; or
• disclose any part of the Confidential Information other than to its employees or customers (or potential customers) who need to know the Confidential Information for the purpose of this Agreement provided that:
(i) such person is made aware prior to disclosure of the proprietary and confidential nature of the Confidential Information; and
(ii) such person owes an express duty of confidence to Affiliate, which Affiliate shall enforce.
(b) Affiliate may disclose, in general terms, relevant parts of the Confidential Information to customers and potential customers but only so far as is necessary in good faith to promote the sale of the Goods and/or Services.
(c) The Rights, the Confidential Information and all proprietary and intellectual property rights in the Goods and/or Services shall belong to the Company.
(d) Affiliate shall promptly notify the Company of any infringement of the Rights or Confidential Information of which it may become aware and shall at the request and expense of the Company take such action in respect of the infringement, or claim, as the Company may request.
(e) The Affiliate may do follow-up enquiries with its referred customers to confirm their purchase and to gather feedback about their experience with the Company's Goods and/or Services as supplied.
(f) The provisions of this clause 9 shall remain in force after the termination of this Agreement for any reason.
(a) Affiliate hereby agree to indemnify and hold harmless the Company and Company’s 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:
• Any claim that the use of the Company’s intellectual property by the Affiliate infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party.
• Any misrepresentation of a representation or warranty or breach of a covenant and agreement made by the Affiliate herein.
• Any claim related to Affiliate’s Website, including, without limitation, its development, operation, maintenance and content therein not attributable to the Company.
(b) Without prejudice to its liability to indemnify the Company under the preceding paragraph, the Affiliate shall maintain such insurances as are necessary (and in an amount approved by the Affiliate) to cover the liability of the Company in respect of the damage arising out of or in the course of or caused by the carrying out of the obligations under this Agreement. The Affiliate shall produce such evidence as the Company may reasonably require that such insurances are properly maintained with well-established insurance offices or underwriters of repute.
11. Warranty of Capacity and power
Each Party represents and warrants to the other Parties that:
• it has full authority, power and capacity to enter into and carry out its obligations under this Agreement;
• all necessary acts and things have been taken or done to enable it lawfully to enter into and carry out its obligations under this Agreement; and
• when executed, this Agreement will create obligations which are valid and binding on it and enforceable in accordance with their terms
12. Force Majeure
None of the Parties shall be liable for any failure or delay in performing any of its obligations under or pursuant to this Agreement if such failure or delay is due to any cause whatsoever outside their reasonable control, and they shall be entitled to a reasonable extension of the time for performing such obligations as a result of such cause.
(a) Affiliate shall not mortgage, charge or assign any rights or transfer, delegate or sub contract the performance of any obligation under this Agreement without the Company's prior written consent.
(b) The relationship between the parties shall at all times be that of independent contractors. No employment, partnership or joint venture relationship is formed by this Affiliate Agreement. In view of this independent relationship the Affiliate shall not enter into any agreements on behalf of the Company, shall make no warranty either expressed or implied on behalf of the Company and shall not incur any expenses on behalf of the Company.
(c) All notices which are required to be given hereunder shall be in writing and shall be sent to the address of the recipient set out in this Agreement. Each party shall promptly notify any change of address to the others in writing. Any notice posted shall be deemed to have been received 3 days after posting, and any notice given in any other manner shall be deemed to have been received at the time when in the ordinary course it would have been received.
(d) No waiver of any rights arising under this Agreement shall be effective unless in writing and signed by a duly authorised signatory of the party against whom the waiver is to be enforced. No failure or delay by either party in exercising any right, power or remedy under this Agreement (except as expressly provided herein) shall operate as a waiver of any such right, power or remedy.
(e) If any provision of this Agreement should become illegal or void for any reason, the validity of the remaining provisions shall not be affected and the parties shall enter into negotiations in good faith to find a replacement for the provision which is of similar economic effect.
(f) No addition to or modification of any provision of this Agreement shall be binding upon the parties unless made by a written instrument signed by a duly authorised signatory of each of the parties.
(g) This Agreement sets out the entire agreement and understanding between the parties with respect to the subject matter hereof. This Agreement supersedes all previous agreements, arrangements and understandings between the parties with respect to the subject of this Agreement, which shall cease to have any further force or effect. It is agreed that:
• neither party has entered into this Agreement in reliance upon any representation, warranty or undertaking of the other party which is not expressly set out or referred to in this Agreement, and all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law;
• no claim or remedy under this Agreement in respect of misrepresentation (whether negligent or otherwise, and whether made prior to, and/or in, this Agreement) or untrue statement made by the other party;
• this clause shall not exclude any liability for fraudulent misrepresentation.
14. No Rights under Contracts for Third Parties
A person who is not a party to this Agreement shall have no right under any law to enforce any of its terms.
15. Arbitration and Proper law
The parties shall use all reasonable endeavours to resolve any dispute amicably and in good faith.
This document is governed by and are to be construed in accordance with the laws of Florida applicable therein.
Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Florida (and any court of appeal) and waives any right to object to an action being brought in those courts, including on the basis of an inconvenient forum or those courts not having jurisdiction.
16. Notices and service
(a) Any notice so served by hand, e-mail or post shall be deemed to have been duly given:
in the case of delivery by hand, when delivered;
in the case of fax or electronic mail on a Business Day prior to 5.00 pm, at the time of receipt ;
in the case of prepaid recorded delivery, special delivery or registered post, at 10am on the second Business Day following the date of posting
provided that in each case where delivery by hand or by e-mail occurs after 5pm on a Business Day or on a day which is not a Business Day, service shall be deemed to occur at 9am on the next following Business Day. References to time in this clause are to local time in the country of the addressee.
(b) The addresses of the parties for the purpose of clause 16 (a) are as follows:
The Legacy Companies (Omega Juicers, Excalibur Dehydrator, Chef's Choice, Yonans, West Bend)
United States of America
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