This Affiliate Agreement contains the complete terms and conditions between ModenaPanel ("ModenaPanel") and you ("Affiliate"), regarding participation in ModenaPanel's affiliate program ("Affiliate Program"). As used in this agreement, "we"/"our"/"us" means "ModenaPanel" and "you"/"your" means "Affiliate". The Affiliate Program is intended to reward with a share of income from sales those who introduce new customers to us and abide by this Affiliate Agreement.
This Affiliate Agreement sets forth the entire agreement between you and us.
Your participation in the Affiliate Program is solely at your own risk. The Affiliate Program software on ModenaPanel's server ("Affiliate Program Software") is provided on an "as is" and "as available" basis. We make no warranty, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Our maximum liability to you shall be the amount due to you as commission fees under the Affiliate Program. We shall not be liable for any indirect or consequential loss (including but not limited to loss of earnings).
We cannot guarantee uninterrupted availability of the Affiliate Program Software. Although we will make every reasonable effort to keep the software operational, it may become unavailable without warning at any time.
You are an independent contractor and not a partner, agent, employee, franchisee, or representative of ModenaPanel. You may not incur any debt, expense, or obligation on behalf of, for, or in the name of ModenaPanel.
As an independent contractor, you are responsible for your own business procedures, tax liabilities, and compliance with government laws and regulations.
You will take no action and publish no content which could damage the reputation of us or our brand. We reserve the right to decide, at our sole discretion, whether or not your actions or published content could damage the reputation of us or our brand.
We may make agreements with others who promote our products or services that may differ from those contained in this Affiliate Agreement or who operate web sites that are similar to or compete with your web site.
The Product
Software license titles beginning with the word "ModenaPanel" and having product description pages at URLs beginning with www.modenapanel.com/pricing.php ("Products" and "Product Pages") are the products that may be promoted and commissions earned on sales under this Affiliate Agreement. Note that this excludes:
1. Support & dedicated assistance
2. Software installation services.
Referrals and Conversions
Your unique Affiliate ID is part of the URL or coupon when linking to a Product Page ("Affiliate Referral URL"). The format of the Affiliate Referral URL is the complete URL to the Product Page with "?XXX" appended to the URL (without the quotes and with your Affiliate ID substituted for XXX).
We grant you a non-exclusive, revocable license to use our present banners and other such images and text for which we grant express permission ("Licensed Materials"), for the purpose of identifying yourself as an Affiliate Program participant and/or for use when linking to Product Pages. You may not modify the banners or any of our images in any way without our express permission.
We reserve all of our rights to our trade names and marks and all other intellectual property rights.
When an Affiliate Referral URL or Affiliate Referral URL link ("Affiliate Link") is clicked by a prospective customer ("Referral Click"), the Affiliate Program Software sends a cookie to the prospective customer's browser to record the event ("Referral Cookie"). A unique identification number recorded with the Referral Cookie is also recorded on the ModenaPanel server.
The Referral Cookie lasts for 1 (one) year ("1-Year Period") unless it is not accepted by the user's browser, removed from the user's browser, or changed by the Affiliate Program Software upon another Referral Click.
Whenever there is a Referral Click and the Affiliate ID in the URL is the same as recorded in the browser's current Referral Cookie, a 1-Year Period begins anew.
Whenever there is a Referral Click and the Affiliate ID in the URL is different than the one recorded in the browser's current Referral Cookie, then one of two things happens:
1. If the Referral Cookie is 10 (ten) or less days old, the Referral Cookie remains unchanged.
2. If the Referral Cookie is more than 10 days old, the Referral Cookie is changed to credit the latest Affiliate ID and a 1-Year Period begins anew.
When a Product is purchased through a "buy" link on a Product Page, the customer's browser is checked for the presence of a Referral Cookie.
If a Referral Cookie is present and contains an identification number matching that recorded on the ModenaPanel server, the cookie is considered valid and the purchase is recorded as a conversion for the Affiliate ID credited with the Referral Cookie ("Conversion").
If an user applies the affiliate’s coupon while signing up, the Affiliate will be credited.
Commission and Payment
A commission of at least 30% of the Product retail price ("Commission") is calculated for every Conversion. (Note that the commission calculation is on the Product retail price, which does not reduce your commission when special sales are promoted on the Product Pages.)
During certain promotional periods or events, the commission percentage may be higher than 30%.
Payments are made with US Dollars. The Commission Payment Date is the 15th of the month. Payment of the prior month's Commissions is made on or before the Commission Payment Date via MoneyBookers, WesternUnion or WireTransfer as specified in affiliate’s account.
Commissions recorded for sales that are subsequently canceled, returned, refunded, or charged back will be subtracted from payments.
Commissions recorded for sales to yourself will be subtracted from payments unless, during the month the Commissions were recorded, your Commissions of the same amount or more were recorded for sales to others.
The minimum payment amount is $300.
Term and Termination
The term of this Affiliate Agreement will begin upon ModenaPanel's acceptance of Affiliate for the Affiliate Program and Affiliate's first participating activity.
This Affiliate Agreement will end when any of the following actions are taken:
1. Either party may terminate this Affiliate Agreement, with or without cause, by emailing to the other party a thirty-day (30-day) notice of termination. Termination notice email to us shall be sent to an email address published on the ModenaPanel.com web site's contact page. Termination notice email to you shall be sent to your email address of record.
2. If we change this Affiliate Agreement (see "Modification") and you do not agree with the changed Affiliate Agreement, you may terminate this Affiliate Agreement immediately upon sending a notice of termination to an email address published on the ModenaPanel.com web site's contact page, optionally requesting that all Commissions recorded for sales under the changed Affiliate Agreement be negated and that you wish not be bound by the changed Affiliate Agreement, provided notice of termination is sent, and all of your published Affiliate Links removed, within seven (7) days of the change.
3. If your Affiliate Link is published on or in an unacceptable web site or other publication medium (see "Publication Restrictions"), we may terminate this Affiliate Agreement immediately upon sending a notice of termination to your email address of record.
4. If you use or participate in prohibited activities (see "Prohibited Activities"), or it appears to us that you use or participate in prohibited activities, whether or not such activities mention or contain or are related to any Products or Affiliate Links, we may terminate this Affiliate Agreement immediately upon sending a notice of termination to your email address of record. In this event, any unpaid Commissions are forfeited.
5. If you engage or participate in fraud (see "Fraud"), or it appears to us that you engage or participate in fraud, this agreement is terminated immediately. In this event, any unpaid Commissions are forfeited and you will be required to return any Commissions previously paid to you.
6. If your email address of record becomes undeliverable, we may, at our discretion, terminate this agreement.
7. If no Referral Click is recorded by our software from your Affiliate Link for a period of 90 days, we may terminate this Affiliate Agreement and send a notice of termination to your email address of record.
When this Affiliate Agreement is terminated, the final payment of Commissions may be withheld for the maximum period of time any of our payment processors may unilaterally refund purchases, and the final Commission payment then made at the next Commission Payment Date.
When this Affiliate Agreement is terminated, you will immediately cease use of Licensed Materials.
Publication Restrictions
Your Affiliate Link may not be published on or using any medium that
1. promotes or appears to condone violence,
2. promotes or appears to condone discrimination based on beliefs, preferences, disability, or ancestral lineage,
3. exploits or appears to condone exploitation of a human being or a group or class of human beings,
4. promotes or appears to condone illegal activity, or
5. violates intellectual property rights,
including, but not limited to, web pages, email, CDs, DVDs, and computer desktops.
Prohibited Activities
Certain activities are prohibited, whether or not the activities contain or are related to any Products or Affiliate Links. If it appears to us that you use or participate in such activities, this Affiliate Agreement may be terminated and any unpaid Commissions forfeited (see "Term and Termination"). The activities are
1. Sending unsolicited bulk email ("bulk email" being defined as the same or similar email sent to more than one destination using an automated or semi-automated method),
2. Promoting or distributing software that can be surreptitiously installed on computers,
3. Sending unsolicited messages delivered though messaging software,
4. Sending unsolicited messages for cell phones,
5. Sending unsolicited fax messages,
6. Promoting products or services with inappropriate Usenet posts,
7. Causing content to appear on or with a user's browser when a web page is viewed, or to cause any content of such web page to appear changed, removed, or occluded, contrary to the intentions of those who own or manage the web page,
8. Contributing inappropriate content to web pages or web sites not owned or managed by yourself that allow the public to contribute content for publication without moderating the content, or
9. Any other method of message delivery where a burden of time or money is imposed on the recipient without the recipient's permission or expectation, with the exception of web pages where the only content appearing in the user's browser is that which is intended to be viewed by those who own or manage it.
Fraud
If you defraud or attempt to defraud us or any other Affiliates, or it appears to us that you defrauded or attempted to defraud us or any other Affiliates, this Affiliate Agreement is terminated immediately, any unpaid Commissions are forfeited, and you will return all Commissions previously paid to you (see "Term and Termination").
Keeping in Touch
You agree that we may contact you with information, material, or other communication related to the Affiliate Program and/or your participation in the Affiliate Program; which includes, but is not limited to, a regular or intermittent distribution of an electronic newsletter.
Modification of Agreement
We may modify this Affiliate Agreement at any time and in our sole discretion by posting a new agreement on the ModenaPanel.com web site. Whenever any modifications are made, an email will be sent to each Affiliate at the Affiliate's email address of record. If any modification is unacceptable to you, you may terminate this agreement in accordance with its "Term and Termination" section. Your continued participation in the Affiliate Program constitutes binding acceptance of the new agreement.
|
