Affiliate Program Terms &
Conditions
AFFILIATE PROGRAM AGREEMENT: This Agreement
sets forth the terms and conditions regarding the Affiliate Program (the
"Program") of the following Amerisoft Inc web sites.
http://LanguageLovers.com
(others may be added in the future)
BY REGISTERING FOR OUR AFFILIATE
PROGRAM, YOU (IF YOU ARE ACTING ON BEHALF OF YOURSELF AS AN INDIVIDUAL) OR YOUR
COMPANY (IF YOU ARE ACTING ON BEHALF OF YOUR COMPANY) (THE "AFFILIATE") AGREE(S)
TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THIS ENTIRE
AGREEMENT CAREFULLY BEFORE ACCEPTING ITS TERMS.
1. Definitions. Capitalized terms in this
Agreement will have the meanings set forth below or attributed to them in
various sections of the Agreement.
2.
Links. Affiliate agrees to promptly
post at least one Link (the "Affiliate Link(s)") to one of the above listed websites
within twenty (20) business days following the receipt by Affiliate of an
Acceptance Notice (as defined in Section 3 below). Amerisoft will make available to
Affiliate the Affiliate Link.
3. No Obligation to Accept; Effectiveness
of Agreement. Amerisoft may refuse to enter into this Agreement for any reason.
Amerisoft reserves the right to terminate this Agreement immediately upon notice
to Affiliate if Affiliate Site contains any Improper Content or
Improper Promotions.
4. Affiliate Obligations. Affiliate will
be solely responsible for the development, operation and maintenance of
Affiliate Site and for all materials that appear on Affiliate Site.
5. Payments. Amerisoft will set an Affiliate
Commission for each product sold on the above web sites and Amerisoft may
change that commission at any time.
6.
License Grant. Amerisoft hereby grants to
Affiliate a limited, nonexclusive, royalty-free, nontransferable, worldwide
license, without the right to sublicense, to use, reproduce, publicly perform,
distribute and display the Amerisoft Brand Features at the Affiliate Site, solely as
incorporated into the Affiliate Link(s) and solely in the form delivered by
Amerisoft.
7.
Reservation of Rights.
Amerisoft reserves all
rights other than those expressly granted in this Agreement, and no licenses are
granted except as expressly set forth herein. Amerisoft retains all right, title and
interest in and to the Amerisoft Brand Features and the Amerisoft Store, together with all
Intellectual Property Rights thereto.
8.
Program Information.
Amerisoft will own all
rights, title and interest in and to all information that is created or
collected in the operation of the Amerisoft Store including, without limitation: (i)
any contact information collected from any Affiliate-Driven Visitors, (the
"Contact Information"); and (ii) any information collected about click-through
rates and product sales at the Amerisoft Store generated through the Affiliate
Link(s), (the "Sales Information"). Amerisoft will make certain Sales Information
available online to Affiliate from time to time. Affiliate will not disclose any
Sales Information to any third party without Amerisoft's prior approval. Subject to
the terms and conditions of this Agreement, Amerisoft grants to Affiliate a worldwide,
non-exclusive, royalty-free license to use Sales Information solely in the
manner and subject to the restrictions set forth in this Section.
9.
Termination. This Agreement will become
effective on the Effective Date and remain in effect unless sooner terminated as
provided below for a period of one year by mutual agreement of the parties.
Notwithstanding the above, this Agreement may be terminated by either party (i)
upon thirty (30) days written notice to the other party, or (ii) upon a breach
of this Agreement by the other party which remains uncured for a period of ten
(10) days following receipt of notice of the breach from the non-breaching
party.
10.
Modification.
At any time and in Amerisoft's
sole discretion, Amerisoft may modify any of the terms and conditions contained in
this Agreement by (i) posting a change notice or a new agreement on the
password-protected site, and/or (ii) emailing a revised agreement to Affiliate.
IF ANY MODIFICATION IS UNACCEPTABLE TO AFFILIATE, AFFILIATE'S ONLY RECOURSE IS
TO TERMINATE THIS AGREEMENT. AFFILIATE'S CONTINUED PARTICIPATION IN THE PROGRAM
FOLLOWING Amerisoft'S POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE
PASSWORD-PROTECTED SITE AND/OR AFFILIATE'S RECEIPT OF A REVISED AGREEMENT WILL
CONSTITUTE BINDING ACCEPTANCE OF THE MODIFICATION.
11.
Disclaimer.
THE Amerisoft STORE AND RELATED
SERVICES ARE PROVIDED "AS IS" WITH NO WARRANTY, AND Amerisoft EXPRESSLY DISCLAIMS ANY
WARRANTY, EXPRESS OR IMPLIED, REGARDING THE Amerisoft STORE, INCLUDING ANY IMPLIED
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
NON-INFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE
OF PERFORMANCE.
12.
Limitation of Liability.
UNDER NO CIRCUMSTANCES WILL Amerisoft BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL,
SPECIAL OR EXEMPLARY DAMAGES ARISING FROM ANY PROVISION OF THIS AGREEMENT.
WITHOUT LIMITING THE FOREGOING, Amerisoft'S AGGREGATE LIABILITY ARISING WITH RESPECT
TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO AFFILIATE
UNDER THIS AGREEMENT.
13.
Authority. If the person entering into
this Agreement is acting on behalf of his or her company, such person represents
to Amerisoft that he or she has all requisite corporate power and authority to enter
into this Agreement on behalf of Affiliate, that this Agreement has been duly
authorized by Affiliate and that this Agreement will constitute the legal, valid
and binding obligation of Affiliate. Such person hereby agrees to indemnify and
hold Amerisoft harmless from any and all claims, damages and expenses (including,
without limitation, attorneys' fees) arising from any breach of this
Section.
14.
Miscellaneous. This Agreement shall be
interpreted in accordance with the laws of the State of Texas without
reference to conflicts of laws provisions, and any legal proceeding arising out
this Agreement will occur in Dallas, Texas. This Agreement will be
binding on and will inure to the benefit of the legal representatives,
successors and valid assigns of the parties hereto. This Agreement contains the
entire agreement between Amerisoft and Affiliate with respect to the subject matter
hereof, and supersedes all prior and/or contemporaneous agreements or
understandings, written or oral, between Amerisoft and Affiliate with respect to the
subject matter hereof. Affiliate may not assign all or any part of this
Agreement without Amerisoft's prior written consent. Except as set forth in Section
10, this Agreement may not be modified without the prior written consent of both
parties.
"Affiliate-Driven Visitor" means a unique
end-user who accesses the above websites through an Affiliate Link on the Affiliate
Site.
"Intellectual Property Rights" means all rights in and to
trade secrets, patents, copyrights, trademarks, know-how, as well as moral
rights and similar rights of any type under the laws of any governmental
authority, domestic or foreign, including rights in and to all applications and
registrations relating to any of the foregoing.
"Link" means a URL hidden behind
a formatting option that may take the form of a colored item of text (such as a
URL description), logo or image, "button" or graphic box, and which allows a
user to automatically move to or between WWW pages, WWW sites or within a WWW
document.
"Net Revenues" means revenues actually received by Amerisoft Inc as a result of
product sales at the above websites, less discounts, returns, credit
card fees, allowances for bad debt, taxes, and shipping & handling
charges.
Affiliate will not use or display the
Affiliate Link(s) or the Amerisoft Brand Features in a manner that is defamatory,
misleading, libelous, obscene or otherwise potentially damaging to the
reputation of Amerisoft.
Affiliate is NOT an employee nor agent of Amerisoft Inc., nor shall Affiliate
claim to be. Affiliate is an independent business entity, and as such, if commissions
exceed the amount required by the IRS, an Amerisoft will create for the affiliate
a 1099 tax statement at the end of the calendar year.
Commission is only payable when customer purchases
at the normal website retail price. If customer pays less than normal website
retail price or buys with a coupon, via an auction, or under any other special price
promotion, Amerisoft at it's sole discretion may reduce the commission.
When an Affiliated Driven Visitor becomes a customer, his customer record
will retain the affiliate id, and future purchases from that customer will be
awarded to the affiliate.
Affiliate will have the ability to review the commissions per product via a query
from the Affiliate Menu.
Commission is only payable if the order remains valid,
i.e. the customer does not cancel the order or return the product.
Affiliate will have the ability to review all sales associated with his Affiliate ID,
and the commissions accrued via a query from the Affiliate Menu.
Within sixty (60) days following the end of each calendar quarter,
Amerisoft will pay any total commission exceeding $100
by check (or other method agreed between
Amerisoft and Affiliate). In commissions totalling under
$100 will be carried forward to the end of the next quarter.
The intent of the $100 minimum is prevent a person from signing up as an affiliate
just to buy one product for himself and receive the affiliate commission. It is
intended that the affiliate promote the website(s) to other customers.
Affiliate may also use graphics from the above website(s)
when used in promotion of the products.
Upon termination or expiration of the Agreement: (i) all licenses granted
herein shall terminate; (ii) Affiliate shall immediately remove any Affiliate
Link(s) from Affiliate Site; (iii) Amerisoft will pay Affiliate any accrued and unpaid
Fees; and (iv) Sections 11, 12, 14, and 15, and this sentence will
survive.