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Below is a description of the Affiliate Program (the
"Program") of REMAINSTANDING.COM ("REMAINSTANDING.COM Self Defense
Products"), application information and the specific terms and
conditions of the Program ("Terms and Conditions"). The terms "you"
or
"your" mean or refer to you, as the applicant to the Program, and
"we," "us" or "our" means REMAINSTANDING.COM Self
Defense Products.
Other capitalized terms are defined below.
Summary
The Program includes, among other things, the establishment of links
from your Web site to the REMAINSTANDING.COM Self Defense Products
affiliate Web site
(www.remainstanding.com) and the payment of commissions to a Program
Affiliate ("Affiliate") for qualifying revenues derived from purchases
of REMAINSTANDING.COM products. If you become an Affiliate, you may
earn the following commissions:
Types of Commissions Commission Rates
Commission 50%
Eligibility and Qualifications for the Program
To be eligible for consideration to become an Affiliate, you must meet
all of the following requirements:
1. You must be at least 18 years of age.
2. You must reside and have a mailing address in the U.S.A. or its
territories.
3. You must have your own Web site.
4. Your Web site must be suitable for the Program. An unsuitable Web
site, might include, but not be limited to, those that we find include
content that is unlawful, harmful, threatening, defamatory, obscene,
harassing, or racially, ethnically, or otherwise objectionable to us.
5. You must be prepared to promote the Program in an ethical way and
agree to do so in accordance with the Terms and Conditions.
Application for the Program
To apply for the Program, you must submit a completed application via
our Web site (www.remainstanding.com), which includes the requirement
that you read and acknowledge your consent and agreement to be bound
by the Terms and Conditions. As a matter of course, we print for our
file every application submitted, which includes the Terms and
Conditions as of the date of your submission of the application. We
will review your application and may accept or reject your application
in our sole and absolute discretion. We will notify you of acceptance
or rejection. If we accept your application, you will be admitted into
the Program as an Affiliate upon your posting the Links (as defined
below) on your Web Site in accordance with the Terms and Conditions.
If we reject your application and state the reason(s) why, you may
reapply to the Program if you believe that you have corrected the
issues that were
the cause of your rejection.
Privacy Policy
We will post a privacy policy on our Web site concerning the privacy
of information of our visitors, subscribers, customers and Affiliates.
We will not give your personal information that we obtain from your
application or participation in the Program to anyone outside of
REMAINSTANDING.COM Self Defense Products unless required to do so by
law.
Terms and Conditions
As part of the application, you must agree to be bound by these Terms
and Conditions. If we accept your application, these Terms and
Conditions shall serve as a legally binding agreement between you and
us that shall become effective upon your posting the Links on your Web
Site. These Terms and Conditions are sometimes referred to below as
"this Agreement."
Links. If we accept your application and admit you to the Program, we
shall provide you with HTML-coded links and graphics (the "Link" or
"Links") for your use in linking our Web site to your Web site. The
Links contain graphic images and text of our names, titles and logos.
To permit accurate tracking, reporting and commission accrual, the
Links will be in a "tagged" link format. You may earn commissions
only
with respect to activity on our Web Site occurring directly through
the Links. We will not be responsible to you with respect to any
failure by you to use the Links, including to the extent that such
failure may result in a reduction in amounts that would otherwise be
paid to you under this Agreement.
Types of Commissions.
Commissions are paid based on Qualifying Revenues. "Qualifying
Revenues" means revenue derived by us from our sales of our products
(excluding costs for shipping, handling, taxes, service charges,
credit card processing fees and/or bad debt) after the customer has
made payment in full to us, where: (1) the customer that made the
purchase has been tracked by our system; (2) the purchase was
initiated and completed while you were an Affiliate; (3) the customer
executed the purchase on our Web site directly via the Link on your
Web site. . Some orders or potential orders may be refused, in order
for us to comply with applicable law. Any monies received for such
refused orders or potential orders will not be Qualifying Revenue. For
example, pepper sprays are not allowed to be shipped to New York, so
any attempted order with a New York shipping address shall be refused
and no commissions shall be paid on such attempted orders.
Customer Tracking. We track customers four ways, via: (a) first and
last name, (b) the last five numbers of their credit card, (c) cookies
and (d) IP address. We shall use our best efforts, but do not
guarantee, to track every visitor you send to our Web site.
Program Password. If we accept you into the Program, you shall be
given a password to access your statistics and change your Affiliate
account contact information. It is your responsibility to maintain the
secrecy and control of this password so that others cannot gain access
to, or change, your Affiliate account contact information. You must
provide us with at least fifteen days' prior notice of any change to
your Affiliate account contact information.
Commission Payments. We shall pay you commissions on a monthly basis.
Approximately ten days following the end of each calendar month, we
will send you a check for any First or Second Tier Commissions earned
on Qualifying Revenues from our products that were shipped during the
preceding month. However, if the First or Second Tier Commissions
payable to you for any calendar month are less than $100.00, we will
hold payment until the total amount due is at least $100.00 or (if
earlier) until this Agreement is terminated.
Limited License. We hereby grant you a non-exclusive, non-transferable
(by sublicense or otherwise), limited license to use the Links during
the term of this Agreement in your effort to promote us in accordance
with this Agreement. You shall not alter, change, or modify the Links
in any way. You agree not to use the Links in any manner that is
disparaging or that otherwise portrays us in a negative light. We
reserve all of our rights in the graphic images and text of the Links,
any other images, our trade names and trademarks, and all other
intellectual property rights. You agree not to challenge the validity
of our ownership of the Links. As an Affiliate, you shall become a
reference so that we may communicate your experiences as an Affiliate.
You agree that during the term of this Agreement we may use your name,
title, and logos to advertise, market, promote, and publicize in any
manner the Affiliate relationship. The licenses granted under this
"Limited License" section shall terminate simultaneously with the
termination of this Agreement.
Relationship of Parties. You are an independent contractor, and
nothing under these Terms and Conditions shall create any partnership,
joint venture, agency, franchise, sales representative, or employment
relationship between us. You shall have no authority to make or accept
any offers or representations on our behalf and you shall not make any
statement, whether on your Web site or otherwise, to the contrary.
Our Responsibilities. We covenant, represent and warrant to you that:
1. Except as otherwise provided in these Terms and Conditions, we
shall handle all matters relating to our sale of our products and our
service to our customers, including, but not limited to, setting
prices, handling shipping and accepting payments for all orders of our
products and services.
2. We shall use our best efforts to track and report all Qualifying
Revenues applicable to you. Such information shall be available to you
via a password-protected Web page on our Web site.
3. We shall make Commission payments to you in accordance with this
Agreement.
4. We shall operate our Web site and perform this Agreement in
accordance with the laws of any applicable jurisdiction.
Your Responsibilities. You covenant, represent and warrant to us that:
1. You are solely responsible for the development, operation and
maintenance of your Web site and for all content that appears on your
Web site, including maintenance of any and all links to our Web site.
2. You shall not modify the Links in any way.
3. You are solely responsible for ensuring that your Web site complies
with all applicable laws, including, but not limited to, trademark and
copyright laws.
4. You shall strictly comply with these Terms and Conditions,
including, but not limited to, our strict prohibition against the use
of SPAM (as defined below).
5. You are solely responsible for any taxes due as a result of any
commissions earned by and paid to you by us under the Program,
including, but not limited to, federal, state and local income taxes,
self-employment taxes, unemployment insurance, state disability,
social security, or any other payments owed to government entities.
SPAM Policy. Under these Terms and Conditions, "SPAM" means
unsolicited commercial email, including, but not limited to, bulk
email, sent to third parties for the purpose of promoting or
generating business or traffic. We have a policy of zero tolerance for
SPAM. Affiliates shall not create or use SPAM (if you are not sure if
something constitutes SPAM, do not do it). We shall not create or use
SPAM in the promotion of our business.
Indemnification; Set-off. You hereby agree to indemnify and hold
harmless REMAINSTANDING.COM and its employees and agents, against any
and all claims, actions, demands, liabilities, losses, damages,
judgments, settlements, costs, and expenses (including reasonable
attorneys' fees) arising out of or based upon: (a) any breach of any
covenant, representation or warranty made by you under this Agreement,
(b) the existence, development, operation, maintenance, and content of
your Web site (exclusive of the Links, if used in accordance with this
Agreement); (c) your failure to maintain the secrecy and control of
your password and Affiliate account contact information; and (d) your
failure to provide us adequate notice of a change in your Affiliate
account contact information. You agree that we shall have the right to
set-off any amounts we owe you under this Agreement against (x) any
amount you owe us under this Agreement, including, but not limited to,
this "Indemnification; Set-off" section. The rights and obligations
under this quot; Indemnification; Set-off" section shall survive
termination of this Agreement.
Modification; Updates. We shall not make any modification to this
Agreement unless it is made in good faith and not without first giving
you at least thirty days written notice to your email address of
record in your Affiliate account contact information. We shall also
post notices of changes on our Web site. SHOULD YOU NOT AGREE WITH ANY
SUCH MODIFICATION, YOUR SOLE REMEDY SHALL BE TO TERMINATE THIS
AGREEMENT AS PROVIDED BELOW. YOUR CONTINUED PARTICIPATION IN THE
PROGRAM SHALL CONSTITUTE YOUR BINDING ACCEPTANCE OF ANY
MODIFICATION(S).
By agreeing to these Terms and Condition, you hereby grant us the
right to send you emails for the purpose of informing you of
modifications to the Program, special offers to Affiliates, contests
or bonuses for Affiliates or other legitimate Program-oriented
reasons. To opt-out of such emails, you must notify us at
affiliate@remainstanding.com. However, you understand and agree that
should you opt-out of such emails you shall be obligated to inspect
our Web site for modifications to the Program.
Term. The term of this Agreement shall begin upon your posting of the
Links on your Web site after we have accepted your application and
admitted you into the Program and shall continue thereafter until
terminated by either party.
Termination. Either party may terminate this Agreement immediately at
any time, with or without cause, by giving the other party written
notice of termination.
If you are terminated for cause, you shall forfeit and no longer be
entitled to any due but unpaid commissions, First or Second Tier
Commissions or otherwise. For purposes of this Agreement, termination
for "cause" shall mean violation of our SPAM policy or modification
of
the Links.
Upon the termination of this Agreement for any reason (with or without
cause), you will immediately cease use of, and remove from your Web
site, all links to our Web site, and all REMAINSTANDING.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.
Other Affiliations and Web Sites. You understand that we may at any
time, directly or indirectly, engage in similar arrangements with
other persons or Web sites that are on terms that may differ from
those contained in these Terms and Conditions, and/or we may
operate Web sites that are similar to or compete with your Web site.
Limited Warranty. We shall use commercially reasonable efforts to make
our Web site available for permitted uses on a 24 x 7 basis. However,
we reserve the right to make our Web site unavailable from time to
time for any reason. WE DO NOT WARRANT THAT OUR WEB SITE SHALL BE
UNINTERRUPTED OR ERROR FREE OR THAT AFFILIATE ACCOUNT CONTACT
INFORMATION
OR OTHER DATA WILL NOT BE LOST. WE MAKE NO EXPRESS OR IMPLIED
WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO OUR
PRODUCTS OR SERVICES OR OUR WEB SITE, OR THE PROGRAM (INCLUDING,
WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND THOSE ARISING OUT OF
A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE).
Limitation of Liability. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY
THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL
DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING
FROM INTERRUPTION OF USE, LOSS OR CORRUPTION OF DATA OR LOST PROFITS,
ARISING IN CONNECTION WITH THE EXECUTION, OPERATION OR PERFORMANCE OF
THIS AGREEMENT OR THE OPERATION OF OUR WEB SITE, REGARDLESS OF WHETHER
WE WERE INFORMED OR HAD DIRECT OR IMPUTED KNOWLEDGE OF THE POSSIBILITY
OF SUCH DAMAGES OR LOSS IN ADVANCE. OUR TOTAL LIABILITY FOR ANY AND
ALL CLAIMS HEREUNDER SHALL NOT EXCEED THE AMOUNT OF COMMISSIONS PAID
TO YOU UNDER THIS AGREEMENT IN THE YEAR PRECEDING ANY CLAIM. THE
EXISTENCE OF ONE OR MORE CLAIMS SHALL NOT INCREASE OUR LIABILITY.
Dispute Resolution. If you have any complaint, grievance or appeal
concerning the handling of any complaint or grievance under this
Agreement, you may submit such complaint, grievance or appeal in
writing via email to President@REMAINSTANDING.COM
Notices. Any and all notices or any other communication provided for
herein shall be given in writing and shall be deemed to be delivered
when sent via email or deposited in the United states mail, postage
prepaid, registered or certified mail, return receipt requested,
addressed, in the case of you, to you at the address set forth in your
Affiliate account contact information or, in the case of
REMAINSTANDING.COM, to REMAINSTANDING.COM as set forth in the "Dispute
Resolution" section of this Agreement or as otherwise specified by
notice.
Applicable Law; Jurisdiction and Venue. This Agreement shall be
interpreted and enforced pursuant to the laws of the State of Florida
and without application of principles of conflicts of laws. Each of
the parties hereby agrees to submit to personal jurisdiction in
Florida for the enforcement of this Agreement and further agrees that
proper venue shall lie in Alachua County, Florida
Waiver of Jury Trial. THE PARTIES HERETO WAIVE A TRIAL BY JURY IN ANY
ACTION OR PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
(WHETHER SOUNDING IN TORT, CONTRACT OR
OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Miscellaneous. This Agreement: (i) shall constitute the entire
agreement of the parties with respect to the subject matter hereof,
superseding all prior oral and written communications, proposals,
negotiations, representations, understandings, courses of
dealing, agreements, contracts, and the like between the parties in
such respect; (ii) except as otherwise specifically provided herein
under the "Modification; Updates" section, may be amended, modified,
or terminated, and any right under this Agreement may be waived in
whole or in part, only by a writing signed by both parties; (iii)
contains headings only for convenience, which headings do not form
part, and shall not be used in construction, of this Agreement; and
(iv) shall bind and inure to the benefit of the parties and their
respective legal representatives, successors and assigns, except that
no party may delegate any of its or his obligations under this
Agreement, or assign this Agreement, without the prior written consent
of the other party, except the REMAINSTANDING.COM may assign this
Agreement in connection with the merger, consolidation, or sale of all
or substantially all assets of REMAINSTANDING.COM.
Independent Investigation. You have independently evaluated the
desirability of participating in our Program and are not relying on
any representation, statement or promise other than as set forth in
this Agreement. |