1. Enrollment in the Affiliate Program/Content Restrictions: This Capece Sports AFFILIATE PROGRAM OPERATING AGREEMENT contains all of the terms and conditions, except as otherwise expressly provided herein, regarding your participation in the Capece Sports Affiliate Program offered by Capece Sports.
Once you have agreed to the terms, you will be linked to our Affiliate Program Application. After you submit a complete Affiliate Application, we will evaluate it in good faith and notify you of your acceptance or rejection in a timely manner. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program for any reason, including harmful, threatening, defamatory, obscene, sexually explicit harassing, racially, ethically, or otherwise objectionable, such as sites that
2. Promotion of Our Affiliate Relationship As an affiliate site, we will make available to you a variety of graphic and textual links (each of these links referred to herein as "Links" or, individually, as a "Link") which, subject to the terms and conditions hereof, you may display on relevant areas of your site. These Links are available through https://www.WebEffectMarketing.com/Affiliates, and may be accessed once you have been signed up and accepted to our system. The Links will serve to identify your site as a member of our Affiliate Program and will establish a link from your site to ours.
3. Our Responsibilities We will be responsible for providing all information necessary to allow you to make appropriate Links from your site to our site, however, all Links must be approved by us. We will be solely responsible for purchases placed on our site by a customer following a Link from your site, tracking the volume and referrals generated by your site, and providing information to affiliate sites regarding referral statistics. We will be responsible for credit purchases, payment processing, and customer service related to our site.
4. Other Responsibilities for Affiliate Sites In utilizing the Links, you agree that you will cooperate fully with us in order to establish and maintain such Links. In order to permit accurate tracking and reporting, you will be responsible for ensuring that the Links between our site and yours are properly formatted.
If you qualify and agree to participate as an affiliate site in our Program, you shall display Links prominently in relevant areas of your site, subject to any and all limitations herein and with our consent. You agree to promptly post a Capece Sports Affiliate Link to your Affiliate site within (30) days after it is made available to you.
As an affiliate site in the Program, you are entitled to earn commissions as set forth below.
We have the right based on our sole discretion to monitor your site at any time to determine if you are in compliance with the terms of this Agreement.
You agree that the Links will in no way affect or alter the look, feel, or functionality of our site. Without limiting the generality of the foregoing, you are expressly prohibited from framing our site in any manner, including without limitation causing your site's tool bar to appear on our site. You shall not alter, modify, or expand the Links in any way without our express prior written consent.
5. Commission Determination You will earn 30% commission on credits and credit packages purchased from your referrals. You will continue to earn commissions on all purchases made by these referred customers for life.
We pay commissions when the following conditions are met: 1) A completed purchase has been made through our website and has been linked to our site from your site. 2) The affiliate is the owner or an employee of the website or is in some way legally partnered with the affiliated website.
The commissions paid under this Agreement are for use by you only and may not be transferred or in any manner passed on to any third party unless expressly authorized in writing by us.
6. Commission Payment When the total commissions due to you (based on qualifications listed in section 5) exceed $40, we will send a commission check for the applicable amount, less any taxes required, and a statement of activity to you. Commission checks and statements of activity will be sent approximately 10 business days after the end of each month. If the balance of your account is less than $40, we will roll over the balance to the next month.
7. Reports of Commissions You will be able to check your commission statistics through our affiliate site located at https://www.WebEffectMarketing.com/Affiliates. To log into this area you will need the password provided to you upon your acceptance in the Capece Sports affiliate program.
All information made available at https://www.WebEffectMarketing.com/Affiliates, including commission statistics, is our confidential information and is protected under paragraph 17 herein.
8. Policies and Pricing Customers assisted by Capece Sports through the Program will be deemed our customers. All rules, policies, terms and conditions, and operating procedures concerning customer orders, customer service, and Capece Sports services will apply to those customers. We may change our policies and operating procedures, including pricing, at any time. We solely will determine the prices to be charged for our services rendered under the Program in accordance with our own pricing policies. You may not include price information on your site, unless pricing information is made available on links we provide in https://www.WebEffectMarketing.com/Affiliates.
9. Publicity/Use of Our Name You cannot create, publish, distribute, or permit any material that makes reference to us or uses our name or any of our trademarks without first submitting such material to us and receiving our written consent.
10. Licenses and Use of Capece Sports Logos and Trademarks: a. We grant you a non-exclusive, non-transferable, revocable right to 1) access our site through the Links solely in accordance with the terms of this Agreement, and 2) to use our marks and logos only in the forms that they appear on our affiliate site (the "Marks") (or such other images or messages for which we granted prior express written permission, hereafter "Pre- approved Images") solely in connection with such Links and only as permitted herein. You may not alter, modify, or change the Marks or Pre-approved Images or message in any way. You are only entitled to use the Marks to the extent that you are a member in good standing of the Program.
b. You cannot make any use of any Marks or any Pre-approved Images for purposes other than Links without first submitting a sample to us and obtaining our prior written consent. You agree that you will not in any way dispute, or do anything to impair the validity of our rights in our Marks, our ownership and right to use and control the use of our Marks. You further agree that all use of our Marks by you shall inure to our benefit of and on behalf of us and agree that nothing in this Agreement shall give you any right, title, or interest in our Marks other than to use the Marks in connection with this Agreement. You agree not to use the Marks in any manner that is disparaging or that otherwise portrays us in a negative light. We may revoke your license at any time by giving you written notice. This license shall terminate upon the effective date of the expiration or termination of this Agreement.
c. You grant us a non-exclusive license to utilize your names, titles, and logos ("Affiliate Marks") to advertise, market, promote, and/or publicize in any manner, provided however that we shall not be required to do so. This license shall terminate upon the effective date of the expiration or termination of this Agreement.
11. Obligations Regarding 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. Such responsibilities include, but are not limited to, the technical operation of your site and all related equipment; the accuracy and propriety of materials posted on your site (including but not limited to, all http://www.CapeceSports.com product related materials); ensuring that materials posted on your site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal.
We disclaim all liability for all such matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses including, but not limited to attorneys' fees, relating to the development, operation, maintenance, and contents of your site.
You hereby agree that your site will not, in any way, copy or resemble the look and feel of our site, nor will you do anything to create the impression that your site is our site or a part of our site, including without limitation, framing our site in any manner. You also hereby agree that your site will not contain any content of our site or any materials which are proprietary to Capece Sports, except 1) with our prior permission, or 2) the materials were obtained by you via the https://www.WebEffectMarketing.com/Affiliates reporting site in accordance with the provisions hereof or the policies or instructions thereon. You further hereby agree that your domain name does not and will not contain any of the following words: CapeceSports, Capece Sports, or any variation thereof.
12. Term of the Agreement The term of this Agreement will begin upon our acceptance of your Affiliate Program application and will end immediately when terminated by either party. Either party may terminate this agreement at any time, with or without cause, by giving the other party written notice of termination. If we terminate this Agreement or notify you of a breach by you, you shall be required to remove all Links within one (1) hour of receipt of notice. You are only eligible to earn commission on sales incurring during the term, and commissions earned through the date of termination will remain payable only if the related Capece Sports sales are not cancelled or denied. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Additionally, you may be terminated from the affiliate program at any time without prior notice.
13. Modification We reserve the right to modify any terms and conditions contained in this Agreement at any time. You will be notified by email and a change notice will be posted on our site. Modifications may include, but are not limited to, changes of the scope of available commissions, commission schedules, payment procedures, and Affiliate Program rules. If any modification is unacceptable to you, your only recourse and sole remedy is to terminate this Agreement. Your continued participation in the Affiliate Program following our posting of a change notice or new agreement on our site will constitute your binding acceptance of the change.
14. Relationship of Parties The parties to this Agreement 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.
15. Disclaimers We make no express or implied warranties or representations with respect to the Affiliate Program sold through the Affiliate Program (including without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of course of performance, dealing, or trade usage). 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.
16. Representations and Warranties You hereby represent and warrant to us as follows:
You will use the Links only as authorized hereunder.
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.
The execution, delivery, and your performance of this Agreement, and your consummation of the transactions contemplated hereby will not, with or without notice, lapse of time, or both, conflict or violate 1) any provision of law, rule, or regulation to which you are subject, 2) any provision of your by-laws or certificate of incorporation, or 3) any Agreement or other instrument applicable to you or binding upon your assets or properties.
You are the sole and exclusive owner of the Affiliate Marks and have the right and power to grant us the license to use your trademarks in the manner contemplated herein, and such grant does not and will not 1) breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or 2) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.
No consent, approval, or authorization of, exemption by, or filing with any governmental authority or third party is required in connection with the execution, delivery, and performance of this Agreement or any other action taken by you.
To the best of your knowledge there is no pending threatened claim, action, or proceeding against you, or any affiliate of yours with respect to the execution, delivery, or consummation of this Agreement, or the Affiliate Marks. To the best of your knowledge, there is no basis for any such claim, action, or proceeding.
You are an adult of at least 18 years of age.
17. Confidentiality Each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, product designs, customer and vendor lists; and pricing and sales information, concerning us, you, or any of our affiliates shall remain strictly confidential and secret. Such information shall not be utilized, directly or indirectly, by such party for its own business purposes, or for any other purpose, except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information 1) to any person pursuant to a subpoena issued by any court or administrative agency, 2) to its accountants, attorney, or other agents on a confidential basis, and 3) otherwise as required by applicable law, rule, regulation, or legal process.
18. Limitation of Liability WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OR REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE NETWORK, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE NETWORK WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.
19. Income Tax Liability You must understand and agree that you are acting as an independent contractor and as such will be responsible for your own Income Taxes and any other tax liabilities that affect the sales of our products in your state. By law, any commissions in excess of five hundred ninety nine ($599) dollars must be reported by us on a Federal Tax form (that's why we ask for your SSN-social security number on the sign-up page). You will be sent this form and are required to sign and return to us before any 'further payment' to you can or will be made.
20. Indemnification You hereby agree to indemnify and hold harmless us and our 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 1) any claim that our use of the Affiliate Marks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, 2) any failure or breach of any representation, warranty, covenant, or agreement made by you herein, 3) any misuse of our name or trademarks, or 4) any claim related to your site, including, without limitation, content therein not attributable to us.
21. 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 websites that are similar to or compete with your web site. You have independently evaluated the desirability of participating in the affiliate network and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
22. Governing Law This agreement will be governed by the laws of the United States and the State of Florida, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in federal or state courts located in Leon County Florida, and you irrevocably consent to the venue and jurisdiction of such courts. You may not assign this agreement, by operation of law or otherwise, without our prior written consent. However, we shall have the right to assign our rights hereunder to any of our related or affiliated entities. Subject to that restriction, this Agreement will be binding on, to the benefit of, and 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 or subsequently enforce such a provision or any other provision of this agreement.
23. Conflicts and Disputes As with any program, a conflict or dispute may occasionally arise due to tracking, orders, commission calculation, performance issues and appeals regarding "termination for cause". Below is outlined who to contact and how to handle any such situation.
- If a concern should arise, send an email stating your full name, your affiliate ID, your address and state the specifics of your concern. Include any dates or numbers that apply. We will investigate immediately and will reply as soon as possible.
- Though we will be more than willing to settle the dispute in as fair a manner as possible we realize this situation may arise. In this case we will be open to mediation or arbitration to settle the matter.
- We have NOT pre-selected a mediator or arbitrator. Should one be needed we will select a non-biased, third party moderator.
24. Privacy Policy Information you submit for the purposes of this affiliate program will be used only for affiliate membership purposes (to make your commission payments and to communicate changes in our product offerings). We will not email you with any other company's products. We will notify you of new banners and or text links to facilitate promotion of Capece Sports. We do not now nor will we in the future, sell, rent or otherwise make your personal information available to any third party/parties.
This concludes the agreement--thank you for taking the time to read it carefully. We look forward to working with you. By signing up for our Program, you are agreeing to the above "affiliate agreement".