1. Enrollment in the Program
To begin the enrollment process, you must submit a complete Affiliate Program Application (the "Application") via our web site. We will evaluate your Application and notify you of your acceptance or rejection. We may reject your Application if we determine (in our sole discretion) that your web site is unsuitable for the Program. Unsuitable sites include those that:
If your Application is rejected, you may not participate in the Program. If accepted, you will be responsible for all of your own expenses incurred in connection with your participation in the Program. In addition, if we accept your Application and your site is thereafter determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement.
2. Linking to Our Web Site
Once you have been accepted into the Program, we will make available to you banner advertisements, button links to our web site and/or text links to our web site containing our Logo (as defined below) and/or words identifying us (each of these links sometimes be being referred to herein as "Links", or individually as a "Link") which, subject to the terms and conditions hereof, you may display on your web site. We will be responsible for providing all information necessary to allow you to make appropriate Links from your web site to our web site. We will provide you with guidelines and graphical artwork to use in linking to our home page. You may create additional links providing you submit them to Symbioseonline for approval prior to their use. In utilizing the Links, you agree that you will cooperate fully with us in order to establish and maintain such Link or Links. You shall display such Links prominently throughout your web site as you see fit. Each Link connecting users of your web site to our web site will in no way alter the look, feel or functionality of our web site. We have the right in our sole discretion to monitor your web site at any time and from time to time to determine if you are in compliance with the terms of this Agreement.
3. Order Processing
We will track all orders placed by customers who follow special links from your site to our site. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. Symbioseonline, and/or its registered sellers, will be responsible for all aspects of order processing and fulfillment, including such things as processing payments, cancellations and returns, and handling customer service. We will track sales made to customers who purchase products using special links from your site to our 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. To permit accurate tracking, reporting and commission accrual, you must ensure that the Links between your web site and our web site remain properly formatted. Due to privacy concerns, no personal information on any customer of ours will be provided to you.
4. Referral Fees
We will pay you referral fees equal to five (5%) percent of the gross amount we receive from sales of Products to users. ("Gross Sales"). The referral fee is subject to change at any time or from time to time, in our sole discretion. You will be notified of any change in the referral fee. Gross Sales will be reduced for amounts attributable to credit card fraud, bad debts and credits for returned goods. A referral fee will only be paid if the user is tracked by our internal online ordering system from the time the Link is initiated on your web site to the time of the sale. No referral fee will be paid if the user cannot be tracked by our internal online ordering system. If a user comes to our web site via a Link from your web site, leaves our web site and then later returns to our web site other than via a Link from your web site, you will not be paid any referral fees on sales of products made during the return visit.
For a Product sale to be eligible to earn a referral fee, the user must follow a Link from your site to our site, select and purchase the Product using our automated ordering system, accept delivery of the Product at the shipping destination, and remit full payment to us.
Referral fees do not apply to any items that you may list for sale in Symbioseonline. You may not purchase products during sessions initiated through the links on your site for your own use, for resale or commercial use of any kind. This includes orders for customers or on behalf of customers or orders for products to be used by you or your friends, relatives or associates in any manner. Such purchases may result (in our sole discretion) in the withholding of referral fees or the termination of this Agreement.
5. Referral Fee Payment
We will pay you referral fees on a quarterly basis. Approximately thirty (30) days following the end of each calendar quarter, we will send you a check for the referral fees earned on Gross Sales of Products received by users during that quarter, less any taxes that we are required by law to withhold. However, if the referral fees payable to you for any calendar quarter are less than $50.00, we will hold those referral fees until the total amount due is at least $50.00 or (if earlier) until this Agreement is terminated. If a Product that generated a referral fee is returned by the user, we will deduct the corresponding referral fee from your next quarterly payment. If there is no subsequent payment, we will send you a bill for the referral fee, and such bill shall be due upon receipt.
6. Policies and Pricing
Users who buy Products through the Program will be deemed to be our customers. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and sales will apply to those users. We may change our policies and operating procedures at any time in our sole discretion.
7. Non-Exclusive Limited License And Use Of Symbioseonline.com Logos And Trademarks.
You agree to display the Symbioseonline.com logo (the "Logo") on the homepage, or other prominent location, of your web site and we hereby grant you a non-exclusive license to use the Logo in such manner and to otherwise display the Logo and the Symbioseonline.com trademark (collectively, the "Licensed Materials") on your web site. We may terminate the foregoing license if, in our sole discretion, your use of the Licensed Materials does not conform to our standards. You agree that title to and ownership of the Licensed Materials shall remain with us at all times. You shall use the Licensed Materials exactly in the form provided from time to time and in conformance with any trademark usage policies that we may establish. You may not form any combination marks with the Licensed Materials. You shall not take any action inconsistent with our ownership of or goodwill associated with the Licensed Materials. You agree that any benefits and goodwill arising from your use of the Licensed Materials shall inure solely to our benefit.
You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays us in a negative light. We reserve all of our rights in the Licensed Materials, and all other intellectual property rights. We may revoke your license at any time. You shall obtain no rights in or to the Licensed Materials in the event of termination of this Agreement.
You may not make any press release with respect to this Agreement or your participation in the Program without our prior written consent, which may be given or withheld in our sole discretion.
This license shall terminate upon the effective date of the expiration or termination of this Agreement.
8. Responsibility for Your Site
You will be solely responsible for the development, operation, and maintenance of your web site, all activities relating to your web site and for all materials that appear on your web site. We shall have no responsibility for the development, operation or maintenance of your web site or for any materials that appear on your web site. You shall also be solely responsible for ensuring that materials posted on your web 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), and ensuring that materials posted on your web site are not libelous or otherwise illegal. You must have express permission to use another party`s copyrighted or other proprietary material on your web site. We will not be responsible if you use another party`s copyrighted or other proprietary material in violation of the law. We disclaim all liability for such matters. Further, you will indemnify and hold us harmless from all liability, claims, damages, and expenses (including, without limitation, attorneys` fees and expert witness fees) relating to the development, operation, maintenance, and content of your web site.
9. 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 our site, and all Symbioseonline.com 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 only eligible to earn referral fees on Gross Sales occurring 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.
10. Modification of this Agreement
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 our site. Modifications may include, for example, changes in the referral fees, payment procedures, or 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 our site will constitute binding acceptance of the change.
11. 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.
12. Limitation of Liability
We will have no liability of any sort arising from any interruptions or errors on our web site. WE WILL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE OR PROFITS OR DATA ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE PROGRAM, EVEN IF WE WERE ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. Further, our aggregate liability arising under or with respect to this Agreement or the Program shall in no event exceed the total referral fees paid or payable to you under this Agreement.
13. Warranty Disclaimer
WE MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND WITH REGARD TO THE PROGRAM OR ANY PRODUCTS, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, OR ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT OUR WEB SITE OR PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
14. Confidentiality
We may disclose to you certain information as a result of your participation in the Program, which information we consider to be confidential (referred to in this Agreement as "Confidential Information"). For purposes of this Agreement, the term "Confidential Information" will include, but not be limited to, any modifications to the terms and provisions of this Agreement made specifically for your web site and not generally available to other members of the Program, web site, business and financial information relating to our customers; vendor lists relating to us; and pricing and sales information for us and any members of the Program, other than you. Confidential Information shall also include any information that we designate as confidential during the term of this Agreement. You agree not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your 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 or if the same is required by law or legal process. You agree that you will not issue a press release or public announcement pertaining to the relationship or transactions contemplated by this Agreement at any time, unless we expressly agree to such use and also agree to the form and substance of such press release or announcement.
15. INDEMNIFICATION
You hereby agree to indemnify, defend and hold harmless us and our stockholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including attorneys` fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim or threatened claim that our use of your trademark infringes on the rights of any third party; (ii) the breach of any representation, warranty or covenant made by you in this Agreement; or (iii) or any claim related to your web site.
16. 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 COMPETITIVE 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.
17. Miscellaneous
This Agreement will be governed and construed in accordance with the laws of Portugal. Any action relating to this Agreement must be brought in Portugal and you irrevocably consent to the jurisdiction of such courts. 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 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. If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way.