Affiliate Operating Agreement
March 28, 2010.
This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the ETSZeolite Affiliates Program (the "Program"). As used in this Agreement, "we", "us", or "our" means the ETSZeolite company or any of our affiliated companies, as the case may be, and "you" means the applicant.
"ETSZeolite Site" means the site having the Web URL Domain ETSZeolite.com
ETSZeolite Affiliate Portal means the site that has its primary home page identified by the URL Affiliates.ETSZeolite.com; and "site" means a World Wide Web site. "Your site" means any site that you will link to the ETSZeolite Site.
1. Enrollment in the Program
To begin the enrollment process, you will submit a complete Program application via the ETSZeolite affiliate portal, which is the affiliates information and back office web site. We will evaluate your application in good faith and, in most cases, will initially accept your application. We may later withdraw our acceptance of your application and terminate your affiliate status at our sole discretion.
You should note that we may withdraw our acceptance of your application and terminate your affiliate status if we discover that you are unsuited to participate as an affiliate with us (at our sole discretion). For example, the Program is limited to parties that lawfully can enter into and form contracts under applicable law. For example, minors are not allowed to participate in the Program.
2. Acceptable Marketing Practices, Including Web Sites.
The following statements govern our guidelines for affiliate web sites and marketing materials and activities.
Please Note: Quantification studies in regard to removal of metals and chemicals from liquids and from the human body via Zeolite have been done by numerous scientists and health professionals. These studies are not listed here, but can be found via search engine query. Zeolite’s use in human health, however, has not yet even begun to be accepted by the Science and Medical community at large. Health claims, whither implied or explicit, are not acceptable in affiliate web sites. Sharing of experiences must be done in such a way that the reader understands that this was a unique experience and no expectation of a similar experience can be construed.
Inasmuch as Zeolite detoxification is out of the main stream, we encourage you to learn through personal experience the benefits of zeolite. We believe in the “Law of Attraction” and request you look for respected venues and means in which to present Zeolite. We do not want ETSZeolite.com associated with ANY venues that are negative.
Additionally, affiliate web sites and marketing practices may not be associated with web sites or organizations that:
- promote sexually explicit materials
- promote violence
- promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
- promote illegal activities
- engage in sending spam (unsolicited emails)
- engage in sending unsolicited faxes
- auction sites
- include "ETSZeolite," any other trademark of ETSZeolite.com, Inc. or its affiliates, or variations or misspellings of any of them, in their URLs
- violate intellectual property rights.
You agree that you will submit to us any proposed use of web sites or other types of advertising to be used in marketing the ETSZeolite.com products. All such information, i.e. web site content, advertising text, images must be taken only from the ETSZeolite.com web site.
By participating in the Program you agree that You, Your Sites and your marketing activities will abide by the above guidelines.
3. Your Affiliate Links
Once you have been notified that you have been accepted into the Program, we grant you a revocable, non-exclusive, royalty-free license for the duration of the term of this Agreement, solely for purposes of facilitating referrals from you and Your site to the ETSZeolite Site.
We will provide you with guidelines and graphical artwork to use in linking to the ETSZeolite Site home page. To permit accurate tracking, reporting, and referral fee accrual, we will provide you a method of “formatting” your links with your affiliate tracking ID so that we can identify specific visits to the ETSZeolite Site as being generated by you.
You acknowledge that, by participating in the Affiliate Program and placing links within your site, we may receive information from or about visitors to your site or communications between your site and those visitors. Your participation in the Program constitutes your specific and unconditional consent to and authorization for our access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in the Privacy Notice and Terms of Use set forth on the ETSZeolite.com and the ETSZeolite affiliate portal.
Except for the license granted under this Section 2, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property, technical specifications, guidelines or graphical artwork referenced above, or with respect to the ETSZeolite.com domain name.
You acknowledge that as a participant in the Program, we may from time to time send you email updates about the Program. By participating in the Program, you consent to our sending you these email updates.
Content on your site that is designed to create interest in the ETSZeolite products may be extracted from the ETSZeolite.com web site. That is you may use use text and images present on ETSZeolite.com web site. You agree to not create content that goes beyond what is found on the ETSZeolite.com web site and to promptly remove any language that is deemed by us, in our sole discretion, to be unacceptable.
Further, you acknowledge and agree that you will: (a) use any data, images, text, or other information obtained by you from us or the ETSZeolite Site in connection with this Agreement ("Content") only in a lawful manner and only in accordance with the terms of this Agreement; (b) not modify or alter any Content that consists of a graphic image, other than to resize it; (c) not edit any Content that consists of text, other than to shorten its length; (d) not sell, redistribute, sub license or transfer any Content; (e) not portray any of the ETSZeolite.com products as being intended for use in treating, mitigating, preventing or curing any disease; (f) not use any Content in a manner intended to send sales to any site other than the ETSZeolite Site; and (g) promptly delete any Content that is no longer displayed on the ETSZeolite Site or that we notify you is no longer available for your use.
4. Order Processing
We will process Product orders placed by customers who link from your site to the ETSZeolite Site. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service. We will track sales made to customers who purchase Products by links from your site to the ETSZeolite Site and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion.
5. Referral Fees
We will pay you (in accordance with Sections 5 and 6 below) referral fees on certain Product sales. For a Product sale to be eligible to earn a referral fee, the customer must come to the ETSZeolite Site using one of your affiliate tracking links, and add a Product to his or her shopping cart and complete a purchase during a visit session. We will only pay referral fees on eligible Products after order, payment, shipping and lapse of refund period have occurred.
To permit accurate tracking, reporting and fee accrual, you must ensure that the Links between your site and the ETSZeolite Site are properly formatted. We will not be liable for paying referral fees on purchases that are not correctly tracked and reported because the links between your site and the ETSZeolite Site are not properly formatted.
In addition, you may not: (a) directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using Links on your site to access the ETSZeolite Site (e.g., by implementing any "rewards" program for persons or entities who use Links on your site to access the ETSZeolite Site); (b) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity; (c) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the ETSZeolite Site; utilize Internet advertising in conjunction with any "framing" technique or technology or pop-up or pop-under windows), or assist, authorize, or encourage any third party to take any such action; (d) utilize email advertising unknown to your personally (i.e. spam); (e) attempt to intercept or redirect (including, without limitation, via user-installed software) traffic from or on, or divert referral fees from, any web site that participates in the Program. If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement and/or terminate this Agreement.
6. Referral Fee Schedule
During each calendar quarter, for Qualifying Products sold during sessions initiated through your affiliate formatted links to our Site, you will earn (subject to the other terms of this Agreement) referral fees in accordance with the Referral Fee Structure described below.
Referral Fee Structure.
Subject to the other terms of this Agreement, you will earn 20% of the commissionable volume amount of ETSZeolite product sold during sessions initiated through your affiliate links, excluding costs for shipping, handling, gift-wrapping, taxes separately stated and charged to the customer, service charges, credit card processing fees, returns and bad debt). Commissionable volume of qualifying products is the purchase price (minus any discount given) unless otherwise stated below.
7. Referral Fee Payment
We will pay you referral fees on a monthly basis. We will send you a check for the referral fees earned approximately 30 days after the end of each month. Note also that if accumulated referral fees total less than $50.00, we will accrue these and not pay them until they are greater than $50.00.
8. US Income Taxes
We are obligated by US federal law to obtain tax information from Program participants who are US citizens, US residents or US corporations and from Program participants who are not US citizens or residents but whose businesses are taxable in the US. If we believe you are a Program participant from whom we are obligated to obtain tax information and you do not provide this information to us after we have requested it, we may withhold your referral fee payments until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.
9. Policies and Pricing
Customers who buy products through this Program will be deemed to be our customers. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. We are not responsible for discrepancies between our product prices and availability and what you display on your Site. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.
10. Identifying Yourself as an Affiliate
We will make available to you a small graphic image that identifies your site as a Program participant. You may display this logo or the phrase "In association with ETSZeolite.com" somewhere on your site. We may modify the text or graphic image of this notice from time to time. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that we support, sponsor, endorse, or contribute money to any charity or other cause).
11. Limited License
We grant you a nonexclusive, revocable right to use the graphic image and text described in Section 8 and such other text or images for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist in generating Product sales. You may not modify the graphic image or text, or any other of our images, in any way, except to resize them. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines, as those guidelines may change from time to time. We may revoke your license at any time by giving you written notice.
12. Responsibility for Your Site
You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:
- the technical operation of your site and all related equipment
- linking to the ETSZeolite Site
- the accuracy and appropriateness of information on your site (including, among other things, all Product-related materials)
- ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)
- ensuring that materials posted on your site are not libelous or otherwise illegal
- ensuring that your site accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors' browsers.
We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.
13. Compliance with Laws
As a condition to your participation in the Program, you agree that while you are a Program participant you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are a Program participant. Without limiting the foregoing obligation, you agree that as a condition of your participation in the Program you will comply with all applicable laws (federal, state or otherwise) that govern marketing email, including without limitation, the CAN-SPAM Act of 2003 and all other anti-spam laws.
14. Term of the Agreement
The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to the ETSZeolite Site, and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are eligible to earn referral fees only on sales of Qualifying Products that occur during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
15. Modification
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on the ETSZeolite.com or ETSZeolite affiliate portals. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE Affiliates.ETSZeolite.com OR ETSZeolite Sites WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
16. Relationship of Parties
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. 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 site or otherwise, that reasonably would contradict anything in this Section.
17. Limitation of Liability
We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.
18. Disclaimers
We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of the ETSZeolite.com and ETSZeolite affiliate portals will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
19. Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
20. Arbitration
Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with us or any of our affiliates shall be submitted to confidential arbitration in Los Angeles, California, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the state of Utah (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
21. Miscellaneous
This Agreement will be governed by the laws of the United States and the state of Utah, without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
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