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TERMS AND CONDITIONS OF PARTICIPATION This agreement (the “Agreement”) contains the complete terms and conditions that apply to an individual's or entity's participation in the Global-Wills.com Affiliates Program. By completing the Affiliate Program Registration form You are accepting and will be bound by these terms and conditions to the exclusion of any other terms and conditions:
1. INTERPRETATION. In this Agreement, the following words and phrases shall have the following meanings: “Company” means Global-Wills.com.
“Product” means the Global-Wills.com products as produced from time to time by Global-Wills.com.
“Program” means the Global-Wills.com affiliate program.
"Site" means a World Wide Web site and, depending on the context, refers to our site located at www.Global-Wills.com (and which You will identify on the Affiliate Program Registration form contained on our site). “We" means Global-Wills.com "You" means the participant in the Program under the terms and conditions of this Agreement. 2. ENROLMENT IN THE PROGRAM Enrolment in the Program is via the Affiliate Program Registration form contained on our site. You should note that if You complete the enrolment process and Your site is thereafter determined (at our sole discretion) to be unsuitable for the Program, we may terminate this Agreement unilaterally.
3. LINKS ON YOUR SITE Upon completion of the Affiliate Program Registration form, You may provide on Your site a short description, review, or other reference to the Products. You will be responsible for the content, style, and placement of these references. You will provide a Special Link (as defined below) from each Global-Wills.com reference on Your site. To permit accurate tracking, reporting, and referral fee accrual, we will provide You with a special "tagged" link to be used in all links between Your site and our Site. You must ensure that each reference to our Site properly utilises the special tagged link. Links to our Site placed on Your site pursuant to this Agreement and which properly utilises the special link are referred to as "Special Links". You will only earn referral fees with respect to activity on our Site occurring directly through Special Links (which shall be deemed to include second tier links). 4. ORDER PROCESSING We will process Product 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. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service. We will track sales made to customers who purchase the Product using Special Links from Your site to our Site and will make available to You reports summarising this sales activity. The form, content, and frequency of the reports may vary from time to time at our discretion.
5. REFERRAL FEES We will pay You (in accordance with Sections 6 and 7 below) referral fees on sales of the Product. For the Product sale to be eligible to earn a referral fee, the customer must follow a Special Link from Your site to our Site, purchase the Product using our ordering system and remit full payment to us. [We will not, however, pay referral fees on any Products that are ordered after the customer has re-entered our site (other than through a Special Link), even if the customer previously followed a Special Link from Your site to our site.]
6. REFERRAL FEE SCHEDULE You will earn referral fees based on Qualifying Sales of the Product. "Qualifying Sales" are those sales that adhere to the rules set forth in Section 4. The current referral for each Product is set out in the table below.
Global-Wills.com reserves the right to alter, at its sole discretion, Product Prices and Product referral fees. In the event such change is made, the referral fee related to the Product may change. In such, circumstances, each member of the affiliate program will be notified. The new referral fee will apply from the time the Product price change becomes effective on the Site.
7. REFERRAL FEE PAYMENT We will pay You referral fees on a quarterly basis. Approximately 10 days following the end of each calendar quarter, we will send You a cheque for the referral fees earned on Qualifying Sales that were effected during that quarter. However, if the referral fees payable to You for any calendar quarter are less than $100.00, we will hold those referral fees until the total amount due is at least $100.00 or (if earlier) until this Agreement is terminated. If a sale that generated a referral fee is returned by the customer, 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.
8. POLICIES AND PRICING Customers who buy the Product through the Program will be deemed to be customers of ours. Accordingly, all our rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the price to be charged for the Product sold under this Program in accordance with our own pricing policies. The Product price and availability may vary from time to time. Because price changes may affect the reference to the Product You already have included on Your site, You may not include price information in Your Product descriptions.
9. IDENTIFYING YOURSELF AS AN AFFILIATE 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 at our sole discretion.
10. USE OF THE GLOBAL-WILLS.COM LOGO AND BANNER ADDS. Any logos, banners, text links or information in relation to Global-Wills.com and/or its Products must only be used in accordance with the terms of this Agreement and as otherwise specified by Global-Wills.com.
11. INTELLECTUAL PROPERTY RIGHTS. Copyright is claimed for the entire Global-Wills.com web site and all information appearing on it. Ownership of all intellectual property rights upon the site is vested in the Company. The information or materials contained in the web site (including, but not limited to, text, graphics and html and CGI code) may not be copied, transmitted, amended, reproduced, distributed or published in any form whatsoever without the prior consent in writing of the Company. You acknowledge that any and all of the copyright, trade marks and other intellectual property rights subsisting in or used in connection with the Program or Product shall remain the property of the Company and You shall not during or at any time after the expiry or termination of this Agreement in any way question or dispute the ownership thereof by the Company. You also acknowledge that such copyright, trade marks and other rights belonging to the Company may only be used by You with the written consent of the Company during this Agreement. Upon expiry or termination hereof. You shall forthwith discontinue such use, without any right of compensation for such discontinuation. You shall not during or after the expiry or termination of this Agreement, without the prior written consent of the Company, use or adopt any name, trade name, trading style or commercial designation that includes or is similar to or may be mistaken for the whole or any part of any trade mark, trade name, trading style or commercial designation used by the Supplier or Licensor.
12. RESPONSIBILITY FOR YOUR SITE You will be solely responsible for the development, operation, and maintenance of Your site and for all materials that appear on Your site. For example, You will be solely responsible for:
We hereby disclaim all liability for these matters. Further, You will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, legal fees) relating to the development, operation, maintenance, and contents of Your site.
13. SPAMMING The Program is not intended for You to send unsolicited e-mails (known as "spams") to people You do not know. Any spams by You will result in the termination of this Agreement. In addition, any spams may result (in our sole discretion) in the withholding of referral commissions and/or the termination of this Agreement.
14. TERM OF THE AGREEMENT The term of this Agreement will begin upon completion of the Affiliate Program Registration form and will end when terminated by either party by the giving of notice in writing to the other. 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 our 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 Qualifying Sales occurring during the term, and referral fees earned before the date of termination of this Agreement 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.
15. TERMINATION OR EXPIRY Notwithstanding any provisions herein contained this Agreement may be terminated forthwith by either party by notice in writing from the party not at fault if any of the following events shall occur:
(ii) if the other party shall commit any act of bankruptcy, shall have a receiving order made against it, shall make or negotiate for any composition or arrangement with or assignment for the benefit of its creditors or if the other party being a body corporate, shall present a petition or have a petition presented by a creditor for its winding up or shall enter into any liquidation (other than for the purpose of reconstruction or amalgamation), shall call any meeting of its creditors, shall have a receiver of all or any of its undertakings or assets appointed, shall be deemed by virtue of the relevant statutory provisions under the applicable law to be unable to pay its debts, or shall cease to carry on business;
16. MODIFICATION We may modify any of the terms and conditions contained in this Agreement, at any time and at our sole discretion, by posting a change notice or a new Agreement to our site. Modifications may include, for example, changes to the referral fee schedule, payment procedures, and 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 will thereby constitute Your binding acceptance of the change.
17. 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 Agreement.
18. LIMITATION OF LIABILITY We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to You under this Agreement.
19. DISCLAIMERS We make no express or implied warranties or representations with respect to the Program or the Products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our Site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
20. 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) establish other referral programs on terms that may differ from those contained in this agreement or operate web sites that are similar to or compete with Your web site. You have evaluated the desirability of participating in the program and are not relying on any representation, guarantee, or statement other than as contained in this Agreement.
21. CONFIDENTIALITY AND NON-DISCLOSURE. The Company has imparted and may from time to time impart to You certain confidential information relating to the Product or Program, and You may otherwise obtain confidential information concerning the business and affairs of the Company pursuant to this Agreement. You hereby agree that You will use such confidential information solely for the purposes of this Agreement and that You shall not disclose such information, whether directly or indirectly, to any third party. You further agree that upon expiry or termination of this Agreement You, Your subsidiary or agent shall not sell, license, sub-license, market, distribute or otherwise deal with any of the Product or Program (in whole or in part) except to the extent permitted by the applicable law or develop any software or have any software developed through use of any confidential information supplied by the Company, or in any other way obtained by You pursuant to this Agreement or otherwise.
22. FORCE MAJEURE. Global-Wills.com shall be under no liability to You for any failure, delay or omission on its part if the same arises from any cause beyond Global-Wills.com’s reasonable control including (but not limited to) acts of God, acts or regulations of government or other authorities, war, fire, strikes or other industrial disputes, power failure, failure of telecommunication lines connections or equipment or failure or defects in any hardware or software owned or supplied by third parties or server or merchant banking faults. 23. MISCELLANEOUS This Agreement will be governed by the laws of Ireland, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in Ireland, 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 be 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. |
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