Anything Left-Handed Affiliate Agreement
Please read the agreement document below carefully before registering. This agreement outlines the basis of the relationship between you ("the Affiliate") and Anything Left-Handed Limited ("ALH"). If you have any questions about these terms, please feel free to Contact Keith Milsom
I accept these terms and want to register as an affiliate of Anything Left-Handed Limited
1) Term of the Agreement
The term of this Agreement will begin upon our acceptance of your Affiliate 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. You are only eligible to earn referral fees on sales completed during the Term.
2) Relationship of the parties
You and ALH 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.
3) Promotion of our affiliate agreement
As an Affiliate Site, we will make available to you a variety of graphic and textual links (each of these links sometimes being referred to herein as "Links" or, individually, as a "Link"), which, subject to the terms and conditions hereof, you may display as often and in as many areas on your site as you desire. The Links will serve to identify your site as a member of our Affiliate Program and will establish a link from your site to ours.
In utilising the Links, you agree that you will cooperate fully with us in order to establish and maintain such Links. You also agree that you will display in your site only those graphic or textual images (indicating a Link) that are provided by us, and you will substitute such images with any new images provided by us from time to time throughout the term of this Agreement. All Affiliate Sites shall display such graphic and/or textual images prominently in relevant sections of their site. All Links may be modified and/or expanded from time to time throughout the term of this Agreement pursuant to the mutual agreement of the parties hereto. Each Link connecting users of your site to our site will in no way alter the look, feel, or functionality of our site.
We will refuse all applications or signups from affiliates who we believe participate in spyware, adware or parasiteware techniques for driving traffic. We reserve the right to research and investigate affiliates and their activities and, at our own discretion, determine whether or not these practices are in place. Affiliates found in violation of this policy will be immediately terminated from the program and will forfeit all commissions. .
4) Our responsibilities
We will be responsible for providing all information necessary to allow you to make appropriate Links from your site to our site. We will be solely responsible for processing every order placed by a customer following a special Link from your site to our site, for tracking the volume and amount of sales generated by your site, and for providing information to Affiliate Sites regarding sales statistics via our affiliate managfement pages at https://www.assoctrac.com/affiliate (password required) . We will be responsible for order entry, payment processing, shipping, cancellations, returns, and related customer service.
5) Policies and pricing
Customers who buy products at our site through the Affiliate Program will be deemed to be customers of ALH. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and ALH product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for ALH products sold under the Affiliate Program in accordance with our own pricing policies. Commissions will be calculated on the actual price of items at the time the order was received by ALH.
6) Commission rates and commission eligibility
ALH will pay commission at the agreed affiliate rate for all sales of products but excluding any delivery charges. Affiliates can earn 15% commissions in the first tier and 5% commissions in the second tier. This means that if an Affiliate refers a customer to ALH, the Affiliate will earn 15% of the sale price paid by that customer before delivery charges - that is a first tier commission. If Affiliate 1 refers Affiliate 2 to ALH and Affiliate 2 refers a sale to ALH, - Affiliate 1 will earn 5% of the sale price paid by the customer before delivery charges - that is a second tier commission. ALH may offer Affiliates a higher or lower commission level in either the first or second tier based on performance, promotion or product.
7) Affiliates own purchases
Affiliates are not entitled to earn commission for their own purchases made through their own affiliate links. The ALH affiliate program is intended as a business operation to attract new third-party sales and is not a way for affiliates to get discounts on their own purchases.
8) Artificial second tier affiliates
Affiliates are not allowed to set up their own second tier affiliates with a view to artificially increasing their own commission on sales. All second tier affiliates must be genuinely independent and separately managed web sites. Breach of this condition could result in termination of the affiliate agreement.
9) Crediting sales, uncleared payments and returns
Affiliate Commissions will not be credited for commission until 30 days after the purchase has been made. This will allow for the ALH 30-day money back guarantee time. If a customer receives a refund for a product or the initial payment is charged back to ALH for any reason after the Affiliate commission was credited and/or paid, ALH reserves the right to subtract the commission amount from Affiliates' commission that month or in future months.
You shall not create, publish, distribute, or permit any written material that makes reference to us without first submitting such material to us and receiving our prior written consent, which we agree shall not be unreasonably withheld.
11) Licenses and use of ALH logo, name and trademarks
We grant you a non-exclusive, non-transferable, revocable right to
(i) access our site through the links solely in accordance with the terms of this agreement and
(ii) solely in connection with such links, to use the ALH logo, name and trademarks and similar identifying material relating to us (but only in the form(s) that they appear as provided ) (collectively, the "Licensed Materials"),
for the sole purpose of promoting ALH products on your site.
you may not alter, modify, or change the Licensed Materials in any way. you are only entitled to use the Licensed Materials to the extent that you are a member in good standing of our affiliate program.
You shall not make any specific use of any Licensed Materials for purposes other than promoting ALH products on your site without first submitting a sample of such to us and obtaining the prior written consent of ALH in writing, which consent shall not be unreasonably withheld.
You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays us in a negative light. We reserve all of our rights in the Licensed Materials and our other proprietary rights.
We may revoke your license immediately, by giving you written notice.
You grant to us a non-exclusive license to utilise your names, titles and logos, as the same may be amended from time to time (the "Affiliate Trademarks"), to advertise, market, promote, and publicise in any manner our rights hereunder; provided, however, that we shall not be required to so advertise, market, promote, or publicise. This license shall terminate upon the effective date of the expiration or termination of this Agreement.
12) Obligations regarding 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. Such responsibilities include, but are not limited to, the technical operation of your site and all related equipment; creating and posting product reviews, descriptions, and references on your site and linking those descriptions to our site; the accuracy and propriety of materials posted on your site (including, but not limited to, all ALH product-related materials); ensuring that materials posted on your site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal.
We disclaim all liability for all such matters. Further, you will indemnify and hold us harmless from all claims, damages and expenses (including, without limitation, any legal fees) relating to the development, operation, maintenance, and contents of your site.
13) SPAM policy
ALH does not and will not tolerate the sending of unsolicited email messages and will prosecute all offenders to the fullest extent of the law. By agreeing to the terms and conditions of this agreement, you also agree to the following.
a) e-mails promoting ALH shall not contain or include a falsified sender domain name or falsified IP address; b) e-mails promoting the ALH shall not be routed or relayed through servers that the sender does not have explicit authorisation to use;
c) e-mails promoting ALH shall not contain or include a false or misleading subject line that attempts to disguise or conceal the content of the e-mail;
d) all e-mails shall contain or include valid and responsive contact information of the sender, list manager or list owner; This includes your physical address.
e) no e-mails promoting ALH shall be sent for the purpose of harvesting the e-mail addresses in order to send future unsolicited e-mails;
f) all e-mails promoting ALH will be sent to individuals who have given you their “Affirmative Consent” as defined in Sec. 3.1 of the “CAN-SPAM Act of 2003” which by its reference is incorporated into this document.
g) every e-mail promoting ALH shall contain a functioning return electronic mail address or other Internet-based mechanism clearly displayed that a recipient may use to submit in a manner specified in the message a reply electronic mail message or other form of Internet-based communication requesting not to receive future e-mail messages from you
h) you shall process any and all opt-out requests within 5 business days, or less of the request.
i) unless otherwise directed by ALH in writing, you shall not use ALH, or any trademark, trade name, service mark, logo or other ALH identifying information in the originating or return e-mail address line, header or subject line of any e-mail transmission and that all e-mail transmissions shall contain language in the body and both the "from" line as well as the "re:" line that clearly announces that the offer embedded in the e-mail is being sent by you for the benefit of your users.
j) you agree and affirm to comply with all the rules and regulations set forth in the “CAN-SPAM Act of 2003” as well as all obligations and provisions herein.
14) Tax reporting requirements
ALH will make all commission payments gross and it is the sole responsibility of the affiliate to declare income to the relevant tax authorities. ALH reserves the right to provide information to such tax authorities if requested to do so.
15) Compliance with the Agreement
Compliance with the Agreement: We have the right in our sole discretion to monitor your site at any time and from time to time to determine if you comply with the terms of this Agreement.
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 this site and advising you by email. Modifications may include, for example, changes in the scope of available referral fees, 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 advice of a change notice or new agreement on our site will constitute binding acceptance of the change .
We make no express or implied warranties or representations with respect to the Affiliate Program or any ALH products sold through the Affiliate Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising from 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.
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 of any liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under to this Agreement.
19) 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) solicit customer referrals 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 independently evaluated the desirability of participating in this program and are not relying on any representation, guarantee or statement other than as set forth in this agreement.
20) Representations and Warranties
You hereby represent and warrant to us as follows:
a) This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.
b) The execution, delivery, and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties.
c) You are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to us the license to use your trademarks in the manner contemplated herein, and such grant does not and will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.
d) No consent, approval, or authorisation of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by you in connection with the execution, delivery, and performance of this Agreement or the taking by you of any other action contemplated hereby.
e) There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against you, or any affiliate of yours, with respect to the execution, delivery, or consummation of this Agreement, or with respect to your trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.
You hereby agree to indemnify and hold harmless ALH and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable legal fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on
(i) any claim that our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party,
(ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or
(iii) any claim related to your site, including, without limitation, content therein not attributable to us.
This Agreement will be governed by the laws of England, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the English courts 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 and be enforceable against the parties and their respective successors and assignees. 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.
I accept these terms and want to register as an affiliate of Anything Left-Handed Limited