Affiliate Program Terms and Conditionsto make money online associate sales scheme home paid surveys extra referral multi level marketing best commission juction internet website

I expect like most of us you find a lot of terms and conditions a bore! We understand, but its important to have a clear contract laid down to avoid misunderstandings and problems cropping up later on.

Smith & Young Sales Ltd trading as EcoStar Printer Chips
Affiliate Agreement

This Agreement contains the complete terms and conditions to which you (the "Affiliate") agree to be bound by as a participant in the affiliate program (the "Program") of Smith & Young Sales Ltd trading as EcoStar Printer Chips ("EcoStar") and which shall apply once your application to participate in the Program has been accepted by EcoStar.

ARTICLE 1. INTRODUCTION
1.01 EcoStar is the sole and exclusive owner of all right, title and interest including all intellectual property rights in and to the contents, logos, style, design, look and feel, of the website at www.printchip.net and other associated URLs (the "Website") and the trade name EcoStar (the "Tradename").

1.02 EcoStar intends to and does sell and distribute the various products listed on the Website (the "Product(s)") using, in part, third party affiliates who will establish links to the Website where the Products will be offered for sale or otherwise promote the sale of the Products.

1.03 If, in the future, EcoStar sells and distributes any other goods or services through the Internet, it shall offer to its affiliates at that time the opportunity to become vendor-affiliates of such goods or services. Such goods or services shall be included in the defined term "Products" and this Agreement shall then also apply to such goods or services.

ARTICLE 2. PARTICIPATION & REPRESENTATION
2.01 EcoStar hereby grants to the Affiliate the non-exclusive and revocable right to market and advertise the Products and to establish links to the Website, the whole in accordance with this Agreement.

2.02 The Affiliate shall diligently and continuously market and advertise the Product through the Internet or otherwise and shall develop, operate and maintain links from its website to the Website and or undertake such other marketing at its sole cost and expense.

2.03 The Affiliate represents and warrants to EcoStar that this Agreement has been duly and validly executed and constitutes and shall continue to constitute a legal obligation, enforceable in accordance with its terms.

ARTICLE 3. AFFILIATE SALES COMMISSIONS

3.01 If, as a result of a direct advertising effort of the Affiliate, a referred customer of the Affiliate, orders and pays for any of the Products sold by EcoStar in the future, EcoStar shall pay the Affiliate a selling commission determined in accordance with the Affiliate Compensation Schedule which follows this Agreement and which forms an integral part of it. The commission ("Sales Commission") is based upon the paid selling price of the purchased Products before tax and excluding returns and any charges made for postage, packing or carriage.

3.02 An Affiliate can earn a Sales Commission as described in the Affiliate Compensation Schedule. An Affiliate shall not receive a Sales Commission for a Product purchase made, directly or indirectly (for example, via an intermediary for the purpose of collecting a commission), by him/herself without the approval of EcoStar. Such approval will be given at EcoStar's sole discretion where the Affiliate has made significant third party sales or, in the view of EcoStar, spent considerable effort in marketing the Products to third parties.

In the event that more than one Affiliate claims the same commission for a sale, EcoStar shall select the one who shall receive the compensation.

3.03 The Affiliate shall be responsible for all taxes and other similar levies applicable to the Sales Commission pursuant to any law or regulation. The Affiliate shall report the Sales Commission to his taxation authorities as required by law.

3.04 EcoStar shall post and maintain, on a monthly basis, a designated password-protected Web page for each Affiliate showing his participation in the Program including the number of potential customers referred by him and an estimate of the Sales Commission owing to him.

3.05 EcoStar shall, on or before the 30th day following each month end, transmit to the PayPal or Bank account of the Affiliate the Sales Commission representing the amount payable for the orders completed in that month. (EcoStar reserves the right to delay sending payment for one month, in exceptional cases up to two months, to prevent suspected cases of affiliate fraud.) Selling statistics of the referred transactions, supporting the amount paid, shall be made available by EcoStar on the Affiliate's private Web page. The Sales Commission will be paid in British Pounds Sterling and any costs of conversion into the currency of the Affiliate's account shall be at his expense. For administrative convenience, if the Sales Commission is less than 50 British pounds in a month, it shall be accumulated during subsequent months until it exceeds that amount. If the Affiliate earns no commission during a period of 12 months the Affiliate's membership of the program will be terminated by EcoStar without notice and any balance of less than 10 pounds of the Sales Commission shall be forfeited. Sales Commission overpayments may be deducted from future payments or shall be reimbursed by the Affiliate upon the request of EcoStar.

3.06 Upon written request and upon the receipt by EcoStar of a deposit of 1000 British pounds and at the Affiliate's expense, the Affiliate may cause EcoStar's books and records to be examined by an independent firm of chartered accountants to ensure compliance with this Agreement. In the event that the examination reveals an underpayment error of more than 5%, the underpayment and the reasonable cost of the examination to a maximum of 5,000 British pounds shall be paid by EcoStar and the deposit returned to The Affiliate. If the examination does not reveal an underpayment as aforesaid, the Affiliate shall compensate EcoStar for its reasonable cost to a maximum of 5,000 British pounds and a minimum of 1000 British pounds. The firm of chartered accountants utilised shall limit the scope of their examination to the relevant information regarding the Sales Commission and shall keep private and confidential all information obtained in the course of the said examination other than the amount of any underpayment.

ARTICLE 4. AFFILIATE SITES AND PROMOTION METHODS
4.01 The Affiliate shall be solely responsible for all materials that appear on his website or other material, electronic or physical, which contain mention of EcoStar or the Products. The Affiliate shall strictly adhere to all applicable laws and regulations in conducting his business and more specifically in marketing and advertising the Products. Without restricting the generality of the foregoing, the Affiliate shall not send unsolicited e-mail and shall not send e-mail or any other communication to a recipient if the recipient has requested that he discontinue such communication, nor shall he send or display on its Web site any material that may be considered to be harassing, libelous, defamatory, legally obscene or pornographic, threatening, abusive or hateful.

4.02 EcoStar shall have the right, but not the obligation, to pre-approve the graphics and logos used on any Web site which is linked to its site. Furthermore, the Affiliate shall annotate its site with appropriate copyright, trademark and other similar notices, which shall be approved by EcoStar. If the Affiliate specifies a price point for the Products in its marketing and advertising, he shall ensure that it is updated regularly to reflect all price changes.

4.03 EcoStar shall have the right to monitor the Affiliate's Web site at any time and from time to time to determine if it is in compliance with the terms and conditions on this Agreement.

4.04 EcoStar shall have the right, but not the obligation, to help the Affiliate promote its Products more effectively and to email him with information relating to EcoStar, the Products and marketing thereof. He may unsubscribe from such emails by terminating this Agreement at any time (see 9.02 of this Agreement).

4.05 The Affiliate agrees not to use any predatory advertising methods designed to generate traffic from sites that they have not contracted with in the online promotion of EcoStar's Products or referral program. Predatory advertising is defined as any method that creates or overlays links or banners on web sites, spawns browser windows, or any method invented to generate traffic from a web site without that web site owner's, knowledge, permission, and participation. Examples include, but are not limited to, keyword parsing browser plugins, banner replacement technology, and browser spawning technology that is not web site dependent. Participation in predatory advertising programs will be cause for immediate termination of this Agreement and forfeiture of any outstanding commission.

4.06 The Affiliate may not display on any website that contains a link to the EcoStar Website any links to websites of other companies selling printer chips.

4.07 Traffic from Affiliate links originating from search engines (such as Google and Bing) does not qualify for commission. The traffic must originate from the website where the Affiliate link is hosted. The reason for this rule is that associate links indexed in search engines compete directly with our own non-assocaite links. In the absence of an affiliate link our equivalent non-referral link would be indexed in its place and it would generate a similar volume of traffic.

ARTICLE 5. ORDER PROCESSING
5.01 EcoStar shall establish the procedures of selling the Products including, without limitation, the placement of orders, pricing, payment terms, processing, delivery, returns etc. Without restricting the generality of the foregoing, EcoStar shall have the right to cancel, suspend or delay any order for the Products, including the right to discontinue to sell the Products at any time.

ARTICLE 6. LICENSES AND GOODWILL PRESERVATION
6.01 EcoStar shall have the right, but not the obligation, to approve, in its sole and absolute discretion and with due regard to the protection and preservation of the goodwill of EcoStar and the Products any promotional, advertising or marketing item used. All deletions and modifications required by EcoStar must be made by the Affiliate on any site or material where the Products are mentioned.

6.02 The Affiliate shall acknowledge and clearly identify and respect that all proprietary information, trademarks, copyrights and all other similar rights in and arising out of the Products are, and shall continue to be, the exclusive property of EcoStar. In the event of learning of any claim or allegation that the Products infringe upon or violate any intellectual property or proprietary rights of a third party, or contains any unlawful, libelous, or untrue statement, the Affiliate shall immediately notify EcoStar so as to enable EcoStar to defend, settle or otherwise resolve the claim or allegation in a manner that EcoStar deems appropriate in its sole discretion.

6.03 Customers who purchase the Products through the Program shall be deemed to be customers of EcoStar, and the Affiliate shall refer all Product-related questions, requests or queries to EcoStar. EcoStar shall have the right to utilize their name and logo to advertise, market, promote and publicise in any manner the Products.

6.04 The Affiliate shall not make or give to a customer or a potential customer any warranty, representation or other statement concerning EcoStar or the Products whether verbal or in writing or in any of his advertising media without first obtaining the written consent of EcoStar unless such warranty, representation or other statement appears on the EcoStar Website. He shall also specifically refrain from showing any projection of the income that might be obtained by joining the EcoStar Affiliate program.

ARTICLE 7. RELATIONSHIP OF PARTIES
7.01 While the parties shall work hand-in-hand for the benefit of both, the parties acknowledge and agree that the Affiliate shall, from a legal perspective, act as and shall be an independent contractor and not an employee or agent of EcoStar. Nothing in this Agreement shall create a partnership, joint venture, agency, or franchise between the parties in the legal sense of these terms. The Affiliate shall not sign any document in the name of or on behalf of EcoStar nor shall he hold himself out as being an agent of EcoStar or as having apparent authority to contract for or bind EcoStar.

ARTICLE 8. PRIVACY
8.01 EcoStar will not release the confidential information supplied by the Affiliate to any third party unless required by law so to do or with your consent or in the course of transfer of business ownership.

ARTICLE 9. LIMITATION OF LIABILITY
9.01 In no event shall EcoStar be liable for special, incidental, consequential or punitive damages, including, without limitation, any damages resulting from loss of profits, loss of business or loss of goodwill arising out of or in connection with this Agreement or the Products, whether or not such party has been advised of the possibility of such damages. EcoStar shall not be liable for any damages if, for any reason whatsoever, its Web site fails or is non-operational for any reason whatsoever.

ARTICLE 10. TERM OF THE AGREEMENT
10 .01 In the event that the Affiliate breaches any of the undertakings or obligations set forth in this Agreement and does not remedy same within 7 days notice from EcoStar, it shall automatically forfeit the selling Commission then receivable or receivable at any time in the future. EcoStar shall, in addition, have the right to terminate this Agreement and shall retain all other rights and remedies available to it at law or in equity.

10.02 EcoStar shall have the right but not the obligation to terminate this Agreement if the Affiliate ceases to actively market the Products for a period of 90 days or does not maintain a valid e-mail address with EcoStar and in these cases any outstanding commission due is forfeit. (EcoStar tracks all bounces of communications and automatically terminates those whose e-mail address is not valid)

10.3 EcoStar shall have the right to terminate this Agreement at any time upon written notice to the current email registered address for any reason other than under the paragraphs above in which case the Sales Commission owing representing the sums earned to the date of termination shall be paid even after termination of this Agreement. The Affiliate shall have the right to terminate this Agreement at any time upon written or emailed notice to EcoStar.

10.03 As soon as notice of termination of this Agreement is given or upon termination as herein provided, the Affiliate shall immediately cease its marketing and advertising of the Products and shall forthwith eliminate all mention and references to the Products and all links to EcoStar. Pending the completion of the foregoing, EcoStar may hold in abeyance the selling Commission due.

ARTICLE 11. MODIFICATION AND APPLICATION OF AGREEMENT
11.01 EcoStar may, in good faith, modify any of the terms and conditions contained in this Agreement (including the Compensation Schedule), at any time and in its sole discretion, by posting a change notice or a new agreement on its Web site. If any modification to this Agreement is not acceptable, the Affiliate's only recourse is to terminate this Agreement. Continued participation following the said posting of a change notice or new agreement shall constitute binding acceptance of the change.

11.02 If any of the provisions of this Agreement are determined by a court to be unenforceable, they shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect.

11.03 This Agreement or any part thereof shall not be assigned, transferred or conveyed to any other party without EcoStar's consent which shall not be unreasonably refused.

11.04 This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, legatees, executors, legal representatives, successors and assigns.

11.05 This Agreement represents the entire agreement between the parties and supersedes all prior negotiations, agreements and understandings, if any. For greater certainty but without restricting the aforementioned, information contained in any of the following shall not form part of this Agreement, namely: descriptions of the scheme (including the descriptions of selling Commission payable) on EcoStar's Web site(s); e-mail communications from EcoStar or from any of its employees, officers or directors; in the Products, or in marketing / informational documents.

ARTICLE 12. INDEPENDENT INVESTIGATION
12.01 The Affiliate acknowledges that he has reviewed this Agreement and agrees to all its terms and conditions. He understands that EcoStar may at any time 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 his Web site. He has independently evaluated the desirability of participating in the associate scheme and is not relying on any representation, guarantee or statement other than as set forth in this Agreement.

ARTICLE 13. MISCELLANEOUS PROVISIONS
13.01 Any reference in this Agreement to gender includes all genders and words importing the singular number only shall include the plural and vice versa.

13.02 The insertion of headings and the division of this Agreement into Articles and Sections are for convenience reference only and are not to affect its interpretation.

13.03 Each of the parties hereto covenants and agrees that it shall execute and deliver such additional agreements and documents and do such acts and things as may be reasonably necessary fully and effectually to carry out the intent and purpose of this Agreement.

13.04 Time shall be of essence of this Agreement.

13.05 All notices, requests and other communications shall be deemed to have been received when posted by EcoStar on its Web site. It shall also be deemed to have been received on the next business day if transmitted by fax, e-mail or any other form of electronic mail to the last known electronic address of the intended recipient.

13.06 This Agreement shall be governed by and construed in accordance with the laws of England and all disputes concerning this Agreement and the obligations assumed by the parties shall be resolved before such courts. The parties have required that this Agreement and related documents be drafted in English.

ARTICLE 14. AFFILIATE COMPENSATION SCHEDULE
This Compensation Schedule is in effect.

14.01 The Affiliate can earn one level of commissions for referred orders as follows:

a) First Level Sales Commission
This is paid to the Affiliate whose code is recorded against the customer as the introducing associate at a rate of 5% of the value of the order.