Our affiliates are very important to us. We do our best to treat you with the fairness and respect you deserve. We simply ask the same consideration of you. We have written 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. We are strong believers in straight-forward and honest communication. Contact us should you have any questions or need assistance.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND ORGANIC EXCELLENCE. PLEASE READ THE ENTIRE AGREEMENT. YOU MAY PRINT THIS PAGE FOR YOUR RECORDS. 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 as an Organic Excellence affiliate. The purpose of this Agreement is to allow HTML linking between your website and the Organic Excellence website. Please note that throughout this Agreement, "we," "us," and "our" refer to Organic Excellence, and "you," "your," and "yours" refer to the affiliate.
2. Affiliate Obligations
To begin the enrollment process, complete and submit the online application for our approval, here. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including if it:
- Promotes sexually explicit materials
- Promotes violence
- Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
- Promotes illegal activities
- Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
- Includes "ORGANIC EXCELLENCE" or variations or misspellings thereof in its domain name
- Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
- Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
3. Design and Placement of Your Unique Affiliate Link
Organic Excellence reserves the right to review your placement, approve the use of your unique affiliate link and/or require that you change the placement to comply with our guidelines.
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 Organicexcellence.com or any other affiliated business.
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 should enhance your performance.
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 be a writing, 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.
Organic Excellence reserves the right to terminate this Agreement and your participation in the Organic Excellence Affiliate Program immediately and without notice to you should you commit fraud or should you abuse this program in any way. If such fraud or abuse is detected, Organic Excellence shall not be liable to you for any commissions for such fraudulent sales.
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. 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 event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and the Organic Excellence Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in our Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
You will incur commissions for New Customer click-throughs only, any existing customer of Organic Excellence that exists prior to your joining of the affiliate program does not qualify you for a commission on their sales, regardless if that customer enters our site through your unique link or not. Additionally, personal purchases by yourself or immediate family members at your same address, do not qualify for commissions unless allowed by Organic Excellence at its sole discretion. Any commission on a disqualified sale will be manually removed from your account prior to payment, with or without prior notice.
When affiliate commissions reach $50, we will send payment by paypal unless you specifically request a check be sent to the address on file. Please update your address if necessary. Payment is made at our discretion and will be delayed or withheld pending any breach of this Agreement or the investigation thereof. Affiliate commission percentages are subject to change at any time at the sole discretion of Organic Excellence and may be set at different rates or payment tiers for various Affiliate relationships as deemed appropriate by Organic Excellence. All affiliates must submit a tax payer identification number prior to the end of the year for any commissions paid in excess of $600 for IRS reporting purposes you will receive a 1099 accordingly as a payee.
7. Promotion Restrictions
You are free to promote your own web sites, but naturally any promotion that mentions Organic Excellence could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by Organic Excellence. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name.
Other generally prohibited forms of advertising include the use of unsolicited commercial email, 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 Organic Excellence as 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.
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 Organicexcellence.com Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as
ORGANIC EXCELLENCE and/or any misspellings or similar alterations, be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from the Organic Excellence Affiliate Program.
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 the Organic Excellence site (i.e., no page from our site or any Organicexcellence.com 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, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of the Organic Excellence website in IFrames, hidden links and automatic pop ups that open to the Organic Excellence website; (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. Grant of Licenses
We grant to you a non-exclusive, non-transferable, revocable right to access our site through HTML links solely in accordance with the terms of this Agreement and 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 the Organic Excellence Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Organic Excellence and the good will associated therewith will inure to the sole benefit of Organic Excellence.
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.
ORGANICEXCELLENCE.COM MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING ORGANICEXCELLENCE.COM SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF ORGANICEXCELLENCE.COM 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.
10. 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 ORGANICEXCELLENCE.COM'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 Organicexcellence.com, 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.
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 Organicexcellence.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 Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.
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.
You may not amend or waive any provision of this Agreement unless in writing and signed by both parties. 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.
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