BY SUBMITTING AN APPLICATION TO OUR AFFILIATE PROGRAM, YOU ARE CONSENTING TO THIS AFFILIATE AGREEMENT, WHICH ARE THE TERMS AND CONDITIONS OF OUR AFFILIATE PROGRAM.
In consideration of AfroGanix, LLC. (“Company”) maintaining an Affiliate Program for its AfroGanix.co online market place, and you (“Affiliate”) desiring to participate in the Affiliate Program, it is agreed as follows:
In order to enroll in the Company Affiliate Program, interested persons or companies must complete an application form. You must be at least 18 (eighteen) years of age, and supply a valid tax-id, which may be your social security number for individuals, or a federal tax-id for corporations or entities.
Applicant agrees that any registration information provided to the Company will always be accurate, correct and up to date and that the account will not be used for any illegal or unauthorized purpose. Applications will be evaluated by the Company and Company reserves the right to deny entrance into its Affiliate Program to any applicant that is deemed unqualified for any reason, at Company’s sole and absolute discretion.
The term of this Agreement shall be exactly 1 year from the date of signing. At the end of the term, this Agreement will automatically renew for an additional 1-year term unless cancelled by either party in accordance with Paragraph 3.
Company or Affiliate may cancel this Agreement for any reason by providing 30 days written notice to the other party; the date this notice is sent will be the Cancellation Date. Failure to comply with the terms of this Agreement will result in immediate cancellation of this Agreement by the Company and forfeiture by Affiliate of any accrued, unpaid commissions. Company shall pay any pending commissions owed to Affiliate through the Cancellation Date, if a cancellation of this Agreement occurs for any reason other than a violation of this Agreement on the part of the Affiliate. Upon cancellation by either party, Affiliate’s limited license to use the intellectual property of Company for the purpose of promoting the products and/or services offered through the Affiliate Program, will cease as of the Cancellation Date.
4. PROMOTIONAL MATERIALS
Company shall permit the Affiliate to promote the AfroGanix.co online marketplace to potential merchants using agreed Referral Source code, name or other signs that the Company will allow to be displayed on the Affiliate’s marketing platforms (website or social media) prominently and as Affiliate sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement.
5. USE OF PROMOTIONAL MATERIALS
The Affiliate’s use and display of the Promotional Materials on the Affiliate’s marketing platforms (website or social media) shall conform to the following terms, conditions and specifications:
- Affiliate may not use any graphic, textual or other materials to promote Company’s website, other than the Referral Source code, name or other signs permitted by Company, unless Company approves such other materials in writing prior to their display.
- Affiliate may only use the Referral Source code, name or sign permitted for the purpose of promoting Company’s website and for linking to Company’s website.
- Affiliate will not alter, add to, subtract from, or otherwise modify the Promotional Materials provided by Company. If Affiliate wishes to alter or otherwise modify the Promotional Materials, Affiliate must obtain prior written consent from the Company for such alteration or modification.
- The Promotional Materials will be used solely for the purpose of marketing activities to interested merchants to sign up at the AfroGanix.co online marketplace.
6. LIMITED LICENSE TO USE INTELLECTUAL PROPERTY
Upon acceptance into the Affiliate Program, Company grants the Affiliate a revocable, non-exclusive, worldwide, royalty-free license to use the Promotional Materials provided by Company during the term of this Agreement. The Affiliate may display these materials on the Affiliate’s website or social media platform for the sole purpose of participating in the AfroGanix.co Affiliate Program. The Affiliate is prohibited from distributing, reproducing, modifying, amending, or creating derivative works of the Promotional Materials. Upon cancellation by either party, Affiliate’s limited license to use the Promotional Materials for the purpose of promoting the AfroGanix.co online marketplace through the Affiliate Program, will cease as of the cancellation date. Upon the cancellation date, Affiliate must immediately cease any use of the Promotional Material. The Affiliate is not granted a license to use any of the Company’s intellectual property or proprietary material, other than the Promotional Materials discussed above.
a. Affiliate will be paid a one-time referral Commission of 10% for each merchant who completes a sign up (including merchant payment on the Company website using the referral source code, name or sign assigned to the Affiliate.
Affiliate Commission will be paid through direct deposits into Affiliate bank account on the 16th of each month upon accrual of $100 in the Affiliate AfroGanix account. The Affiliate shall be paid Commissions on proceeds accruing only from the merchant’s complete and active membership purchase. Affiliates are not entitled to any payment accruing from sales of Merchant’s products or services on the AfroGanix.co website.
b. An affiliate will only qualify for a commission after the merchant/s complete/s the sign-up process on AfroGanix.co website including payment of sign-up fee/s. Each merchant must enter a referral source, which must match the affiliate’s registered name or company name on Company’s record. No alias or nickname will be allowed.
8. CUSTOMER SERVICE
The Company will handle all aspects of customer service for merchants during the sign-up process. Company reserves the right to change the Company’s policies and procedures, pricing structure, add or cancel any special offers, discontinue services, or change the terms under which services are offered at any time, without any advanced notice to the Affiliate or merchants that signed up through the Affiliate’s Link.
9. AFFILIATE INTELLECTUAL PROPERTY
The Affiliate grants Company a revocable, non-exclusive, worldwide, royalty-free license to use the Affiliate’s trademarks, trade names, service marks, business names, web page titles, slogans, logos, and copyrighted materials for the purposes of promoting, advertising, announcing, or marketing the Affiliate’s participation in the Affiliate Program. The Company has no obligation to announce, advertise, market, or promote the Affiliate’s participation in the Company Affiliate Program, but reserves the right to do so at its sole discretion.
10. AFFILIATE’S DUTIES
The Affiliate is solely responsible for the development, maintenance and operation of the Affiliate’s marketing platforms (website or social media) and for providing referral information to potential merchants in compliance with the terms of the Affiliate Program.
Affiliate is responsible for disclosing that the information provided on its marketing platforms (website or social media) or marketed to potential merchants by other means are in accordance with Section 5 of the Federal Trade Commission Act.
Affiliate is responsible for all materials that appear on Affiliate’s marketing platforms (website or social media) and for ensuring that such items do not infringe upon the rights of any third party including, but not limited to, copyright, trademark, privacy, or other proprietary rights.
a. Company’s Warranties: Company represents, warrants and covenants that Company has full authority to enter into this Agreement and that the Affiliate Program, whether conducted by Company or any of its subcontractors, will be rendered using sound, professional practices and in a competent and professional manner by knowledgeable and qualified personnel.
b. Affiliate’s Warranties: Affiliate represents, warrants and covenants that Affiliate has full authority to enter into this Agreement and has or will obtain, during all times relevant hereunder, all of the necessary consents, rights, licenses, clearances, releases or other permissions to lawfully consummate the transactions and lawfully discharge, in all material respects, each and every of Affiliate’s obligations or duties set forth hereunder, whether performance is due now or hereafter during the Term. The Affiliate represents, warrants and covenants that its marketing platforms (website or social media) do not and will not contain any materials that are illegal and that the Affiliate’s site is not operated for an illegal purpose or in an illegal manner.
c. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED THROUGHOUT THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.
12. LIMITATION OF LIABILITY
a. IN NO EVENT SHALL THE COMPANY HAVE ANY LIABILITY TO AFFILIATE FOR ANY LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, MULTIPLE, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; AND
b. IN NO EVENT SHALL THE COMPANY’S LIABILITY EXCEED THE FEES PAID UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY.
c. THE FOREGOING LIMITATIONS IN THIS PARAGRAPH 12 SHALL NOT APPLY TO THE OBLIGATIONS UNDER PARAGRAPHS 6, 9, 13 AND 21.
The Affiliate hereby indemnifies and holds harmless the Company, its officers, directors, employees, contractors, affiliates, agents, successors and assigns from and against any and all claims, liabilities, damages, actions, causes of action, suits, threats, demands, settlements, including all costs and attorney fees related thereto, that the Company may incur and which are based in whole or in part upon the Affiliate’s participation in the Affiliate Program, any claims that any of the Affiliate trademarks and other intellectual property and proprietary material infringe upon the rights of any third party, the Affiliate breach of any term, covenants, condition, representation or warranty contained in this Agreement or any policies of participation in the Affiliate Program, or any claim related directly or indirectly to the Affiliate use, operation or the content of the Affiliate’s website.
The subject headings of the paragraphs and subparagraphs of this Agreement are included for convenience only and shall not affect the construction or interpretation of any of its provisions.
15. ENTIRE AGREEMENT; MODIFICATION; WAIVER
This Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all the parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.
16. NEUTRAL CONSTRUCTION
This Agreement was prepared by Company and/or its counsel. It is expressly understood and agreed that this Agreement shall not be construed against Company merely because it was prepared by its counsel; rather, each provision of this Agreement shall be construed in a manner which is fair to both parties.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors, and assigns; provided, however, that Affiliate may not assign any of its rights under this Agreement, except to a wholly owned subsidiary entity of Affiliate. No such assignment by Affiliate to its wholly owned subsidiary shall relieve Affiliate of any of its obligations or duties under this Agreement.
All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, or on the day after mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed as follows:
To Company at:
P.O. Box 8529
Cherry Hill, NJ 08002
At the address provided on the application form completed by Affiliate at the time of enrollment.
Any party may change its address for purposes of this paragraph by giving the other parties written notice of the new address.
20. GOVERNING LAW; VENUE
This Agreement shall be construed in accordance with and governed by the laws of the State of New Jersey as applied to contracts that are executed and performed entirely in New Jersey. The exclusive venue for any court proceeding based on or arising out of this Agreement shall be Camden County, New Jersey.
21. RECOVERY OF LITIGATION EXPENSES
If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.
If any term, provision, covenant, or condition of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.