|
|
|
Effective: February 12, 2010
This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Coworkers.com Affiliate Program (the "Program"). As used in this Agreement, "we", "us", or "our" means Coworkers.com, Inc., a Delaware corporation, and "you" or "Affiliate" means the applicant. "Coworkers Site" means those Internet URL's which have their primary home pages identified by the URL http://www.coworkers.com. "Your Site" or "Affiliate Site" means any site that you will link to the Coworkers Site (and which you will identify in your Program application). The purpose of the Program is for you to direct potential users of the services offered by the Coworkers Site, via Your Site or other channels of communication, to the Coworkers Site. Such a directed referral is called a "Referral Order" in this Agreement.
To begin the enrollment process, you will submit a complete
Program application via the Coworkers Site, located at
https://www.coworkers.com/affiliate_input.action.
We will evaluate your application in good faith and will notify you of its
acceptance or rejection. We may reject your application if we determine (in our
sole discretion) that your site is unsuitable for the Program. Unsuitable sites
include, but are not limited to, those that:
By participating in the Program you agree that you will not engage in any such
activities. If we reject your application, you are welcome to reapply to the
Program at any time. You should also note that if we accept your application and
your site is thereafter determined (in our sole discretion) to be unsuitable for
the Program, we may terminate this Agreement.
Participation in the Program is limited to parties that lawfully can enter into
and form contracts under applicable law.
A) Special Links on Your Site.
Once you have been notified that your site has been accepted into the Program,
we grant you a revocable, non-exclusive, worldwide, royalty-free license for the
duration of the term of this Agreement, solely for purposes of facilitating
referrals from your site to the Coworkers Site, to provide on your site the
following types of links to the Coworkers Site:
Special Coworker Links as defined below.
We will provide you with guidelines and graphical artwork to use in linking to
the Coworkers Site home page. To permit accurate tracking, reporting, and
referral fee accrual, we will provide you with special "tagged" link
formats to be used in all links between your site and the Coworkers Site You
must ensure that each of the links between your site and the Coworkers Site
properly utilizes such special link formats. Links to the Coworkers Site placed
on your site pursuant to this Agreement and which properly utilize such special
link formats are referred to as "Special Coworker Links.".
You acknowledge that, by participating in the Program and placing any of the
Special Coworker Links within your site, we may receive information from or
about visitors to your site or communications between your site and those
visitors. Your participation in the Program constitutes your specific and
unconditional consent to and authorization for our access to, receipt, storage,
use, and disclosure of any and all such information, consistent with the
policies and procedures set forth in the Privacy Policy on the Coworkers Site.
You also acknowledge that we may crawl or otherwise monitor your site for the
purpose of ensuring the quality and reliability of Special Coworker Links on
your site (for example, to detect links that are broken or non-functional).
Therefore, you agree that we may take such actions and that you will not
seek to block or otherwise interfere with such crawling or monitoring.
B) Other Referral Mechanisms.
Coworkers will provide Affiliate with an identifying tag called a Discount Code.
Affiliate may transmit the Discount Code to Affiliate's end-users via methods
other than Internet linking (e.g. via podcast) for end-users to enter directly
into the Coworkers Site when ordering Coworkers products and services.
Affiliate shall take reasonable precautions to ensure that transmission of its
Discount Code is restricted to bona fide end-users of the Affiliate.
C) Disclaimer.
You will earn referral fees only with respect to activity on the Coworkers Site
referencing the Discount Code we supply or using the Special Coworker Links; we
will not be liable to you with respect to any failure by a referral to use
Discount Code or the Special Coworker Links, including to the extent that such
failure may result in any reduction of amounts that would otherwise be paid to
you pursuant to this Agreement.
In addition to the Special Links and Discount Codes described above, Coworkers
may make available to you certain banner advertisements, button links, text
links, and/or other graphic or textual material for display and use on the
Affiliate Site (the "Promotional Materials"). Affiliate shall display
the Promotional Materials on Affiliate's website prominently and as Affiliate
sees fit, provided that the manner of display shall be subject to the terms and
conditions of this Agreement. Affiliate shall also include a link from the
Promotional Materials to Coworkers Site, as specified by Coworkers.
Collectively Promotional Material and the Links described in Section 2 are
referred to herein as "Content".
Coworkers hereby grants to Affiliate a nonexclusive, nontransferable license
(the "License") to use the Content as specified under the terms and
conditions of this Agreement. The term of the License shall expire upon the
expiration or termination of this Agreement.
The Affiliate's use and display of the Content on the Affiliate's site shall
conform to the following terms, conditions and specifications:
A) Affiliate may only use the Content for the purpose of promoting Coworkers Site (and the products and services available thereon), and for linking to Coworkers Site.
B) The Content will be used to link only to Coworkers Site, to the specific page and address as specified by Coworkers.
C) Affiliate will not alter, add to, subtract from, or otherwise modify the Content as they are prepared by Coworkers. If Affiliate wishes to alter or otherwise modify the Content, Affiliate must obtain prior written consent from Coworkers for such alteration of modification.
Except for the rights granted herein, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to the Content.
We will process Referral Orders placed by your end-users who become paying customers of Coworkers who follow Special Coworker Links from your site to the Coworkers Site or who enter the Discount Code we have provided to you. We reserve the right to reject Referral Orders that do not comply with any requirements that we periodically may establish.
A) In exchange for Affiliate's compliance with and performance of the terms and conditions of this Agreement, Coworkers shall pay to Affiliate a commission (the "Commission") in the amount set forth on the Affilaite Commission Schedule located at http://www.coworkers.com/affiliates.action for each Affiliate end-user who becomes a paying Customer of Coworkers.
B) Coworkers shall keep accurate and up-to-date records of the data used to determine the total amount of Commissions owed to Affiliate. Affiliate shall be given reasonable access to these records upon request.
C) Coworkers shall pay all Commissions accrued and payable to Affiliate within 7 days of the first day of each month (the "Commission Payment Date"). If on any Commission Payment Date, the amount of total Commissions accrued and payable to Affiliate is less than $100, then such accrued and payable balance shall be held over to the following month, and paid together with the Commissions due for that month. All payments shall be made via PayPal.
D) In the event that Affiliate materially breaches this Agreement and Coworkers terminates this Agreement within 30 days of such breach, then any accrued and payable Commissions owing to Affiliate shall be forfeited, and Coworkers shall not be obligated to pay such Commissions to Affiliate.
Affiliate represents and warrants the following:
A) Affiliate has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in this Agreement.
B) Affiliate's website does not contain any materials that are:
C) Affiliate has obtained any necessary clearances, licenses, or other permission for any intellectual property used on Affiliate's website. Nothing on Affiliate's website infringes upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infringement, nor does Affiliate have any reason to believe that any person or entity will bring or threaten such a claim in the future.
D) Affiliate will not use the Content in any manner other than those set forth herein.
E) Affiliate will not make any claim to ownership of the Content, or of the copyright, trademark, or other intellectual property therein.
F) Affiliate will not use Coworkers' name (or any name that is confusingly similar to Coworkers' name) for any purpose on its website, in its promotional materials, or in any other context except to promote Coworkers Site as specified in this Agreement. Affiliate will not register any domain name that incorporates Coworkers' name, or that is confusingly similar to Coworkers' name.
G) Affiliate will not engage in the distribution of any unsolicited bulk emails (spam) which violate any applicable law or regulation (e.g. CAN-SPAM). While Affiliate may reference Coworkers in its communications with its end-users, Affiliate shall not send any communication that purports, in whole or in part, to be a message originating from Coworkers or being sent on behalf of Coworkers.
H) Affiliate is authorized to and agrees to accept payments from Coworkers via PayPal.
Any information that Affiliate is exposed to by virtue of its relationship with Coworkers under this Agreement, which information is not available to the general public, shall be considered to be "Confidential Coworkers Information." Affiliate may not disclose any Confidential Coworkers Information to any person or entity, except where compelled by law, unless Affiliate obtains prior written consent for such disclosure from Coworkers.
The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. 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 the Coworkers Site, and all of 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.
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on the Coworkers Site. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, 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 ON THE COWORKERS SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
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 Section.
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.
We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, 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 the Coworkers Site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
Any controversy or claim arising out of or relating to this Agreement or our services shall be settled exclusively by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in the Commonwealth of Massachusetts, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or we may seek any interim or preliminary relief from a court of competent jurisdiction in Middlesex County, Commonwealth of Massachusetts necessary to protect the rights or property of you or us pending the completion of arbitration. Affiliate hereby agrees to submit to the jurisdiction of the American Arbitration Association in Boston, Massachusetts and/or the jurisdiction of the courts in Middlesex County, Massachusetts for the purpose of resolving any such controversy.
This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and supersedes and replaces any and all prior written or verbal agreements. Headings are for references only. A party's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between Affiliate and us nor trade practice shall act to modify any provision of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, such determination shall not affect such provision in any other respect or any other provision of this Agreement that shall remain in full force and effect. This Agreement may not be assigned or transferred to third parties by Affiliate without prior written permission from us.
|
Coworkers.com, Inc. helps businesses, teams and individuals
improve work performance. Our cloud-based tools make it easier to gain insights
that are feedback-driven, goal-oriented and community-minded. Our offerings include:
|
How can we help you?
|
Share