| Carelli International Corporation
IMPORTANT: PLEASE READ CAREFULLY THE TERMS AND CONDITIONS
FOR AFFILIATE MEMBERS BELOW BEFORE REGISTERING. BY REGISTERING
AS AN MEMBER, YOU INDICATE YOUR ACCEPTANCE OF THE TERMS
AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT
THE TERMS AND CONDITIONS, DO NOT REGISTER AS AN AFFILIATE
MEMBER.
AFFILIATE MEMBER PROGRAM TERMS AND CONDITIONS
1.0 Affiliate Agreement:
By signing up as an Affiliate Member with Carellidesign.com,
you agree to the following Terms and Conditions. This
Affiliate Member Program Agreement ("Agreement")
is by and between your company ("You" or "Participant")
and Carelli International Corporation (“CI”),
each of which may be referred to as "Party"
and collectively "Parties."
2.0 Link Referral:
Participant agrees to provide a hyperlink ("Special
Links”) to carellidesign.com from its Website(s).
Each of the Special Links will connect directly to a
CI-provided Website (“Site”) or Web Page,
according to a special link format provided by CI. Participant
shall not make any changes to any Special Link, including,
without limitation, changes to the content, appearance
or functionality of any Special Link.
3.0 Referral Fee:
3.1 CI shall pay Participant a referral fee on successful
online links from the Participant's Website to CI’s
Website ("click-through") that result in a
sale of CI products. For each click-through sale CI
shall pay Participant a referral fee of ten percent
(10%) commission on each qualified product sale, unless
indicated otherwise in writing by CI. The referral fee
shall be paid on monthly net sales revenue which is
the sales revenue generated by click-throughs each month
net of returns, cancellations, and credits, and excluding
taxes and shipping. The referral fee applies to “Products”
and excludes any “Services” provided by
Carelli Design, Carelli International Corporation or
its subsidiaries. Additionally, Product deliveries under
this Agreement shall exclude any delivery outside the
United States. All payments under this Agreement shall
be in U.S. dollars.
3.2 The referral fee for click-through sales will be
valid if a purchase is made within fourteen (14) days
of the initial session and the purchase is made from
the same computer system. The fourteen (14) calendar
day extension is subject to change at CI's discretion.
3.3 Participant will receive referral fee payments
only with respect to online click-through net sales
less shipping and taxes that are made during the term
of this Agreement and Participant expressly agrees that
no further referral fee payments will be due from CI
for click-through sales placed by customers after this
Agreement has terminated.
4.0. Referral Fee Payment Periods:
4.1 Within thirty-five (35) days after the end of each
month during the term of this Agreement, CI shall pay
Participant the applicable referral fee for the preceding
month. In the event that the monthly applicable referral
fee is less than $50.00, payment of such referral fee
will be deferred until the cumulative amount exceeds
$50.00; provided, however, that no such deferment shall
exceed three calendar months, such that, if Participant's
referral fees do not exceed $50.00 during any calendar
month, CI will pay Participant the total amount of referral
fees due and payable at the end of the following three
months, regardless of the amount of Participant's referral
fees.
4.2 A final referral fee payment to the Participant
may be withheld for a period not to exceed sixty (60)
days after termination or expiration of this Agreement
to ensure that a correct amount is paid, due to product
returns, cancellations, and credits.
5.0 Affiliate Site Requirements:
CI will not accept into its Affiliate Member Program
Sites that are not in accordance with its basic requirements
set forth in the “Requirements for Affiliate Sites
Linking to CI's Websites” and in compliance with
all applicable laws.
Requirements for Affiliate Sites Linking to CI's Websites
A Site that links to a CI Website:
May link to but not replicate CI content
May not create a browser or border environment around
CI content
Should clearly make available an online Privacy Policy
to its visitors
May not imply that CI is endorsing it or its products
May not misrepresent its relationship with CI
May not use any CI logo or Trademark without permission
from CI
May not include Carelli, any CI product or model, or
variations or misspellings thereof in its domain names
May not present false information about CI products
or services
May not contain or promote content that could be construed
as distasteful, offensive or controversial
May not have traffic of fewer than 100 unique visitors
per day
May not manipulate keyword searches on portals
May not be "under construction" or have broken
URLs
May not be an Authorized Reseller or Business-to-Business
Member of CI
May not be otherwise considered offensive or inappropriate
at CI's discretion, and
May not misrepresent themselves as a CI Website by using
any visual text or image from a CI Website or otherwise
violate intellectual property rights, including, without
limitation, the use of text or images from any CI Website.
6.0 Effective Date and Duration; Termination:
6.1 This Agreement takes effect on the date of Participant’s
first click-through to a CI Site by means of a Special
Link provided to Participant by CI, and shall continue
until Participant’s registration and all accounts
cease or is terminated.
6.2 Participant may terminate its Affiliate Members
account at any time by sending an email requesting termination
to affiliatememberservices@carellidesign.com.
In such case, Participant’s registration and account(s)
shall immediately terminate. CI also may terminate or
suspend Participant’s registration and/or all
Member accounts at any time, for any reason, with or
without cause. Upon termination, Participant shall refrain
from using all Special Links provided to Participant
by CI. Termination of this Agreement will not release
either CI or Participant from its obligations or discharge
any liability that has been incurred by either Party
prior to and including the effective date of termination.
Upon termination of this Agreement, for any reason,
Participant will promptly refrain from representing
itself in any capacity relative to CI’s Affiliate
Member Program and CI will likewise promptly cease representing
that the Participant is associated with the Program.
6.3 Return of Materials. Upon the expiration or termination
of this Agreement, Participant shall promptly return
all information, documents, manuals and any other materials
acquired from CI then in Participant's possession.
7.0 Trademarks and Service Marks:
7.1 Except to the extent that any CI trademarks or
service marks are included in banner advertisements
or other hyperlink materials that Participant obtains
through CI, Participant has no right to display or otherwise
use any trademark, service mark or trade name displayed
on any CI Website without the written permission of
CI. Participant may display CI’s trademark(s)
or service mark(s) solely as part of the Special Links
connecting to CI and solely to promote CI products.
Participant will not use any name or symbol in any manner
that may imply that it is an agency or branch of CI,
nor shall Participant otherwise infringe on any intellectual
property rights of CI.
7.2 Participant acknowledges that nothing shown on
any CI Website should be construed as granting, by implication,
or otherwise, any permission, license or right to use
any trademark, service mark or trade name displayed
on any CI Website without the written permission of
CI or the third party owner. Any unauthorized use of
these materials may violate copyright, trademark and
privacy laws, and other applicable statutes.
8.0 Use of Proprietary Advertising Materials:
Participant may not in any way reproduce or publicly
display, perform, distribute, or otherwise use any advertising
materials of CI, or advertising content from any CI
Website for any public or commercial purpose without
the written permission of CI. Any use of these materials
on any other Website or networked computer environment
for any purpose is prohibited. The Proprietary Advertising
Materials are copyrighted and any unauthorized use of
such Materials may violate copyright, trademark, and
other laws. If you breach any of these terms, your authorization
to access and use the Affiliate Members area automatically
terminates and you must immediately remove and destroy
any Special Links to CI Websites and any advertising
material with reference to CI products.
9.0 Guarantees and Forecasts:
Neither Party makes any guarantees whatsoever as to
the results of efforts in connection with this Agreement.
Neither Party makes any warranties, promises or statements
except as specifically stated herein with respect to
any matter. Neither Party has made an affirmation of
fact or promise relating to the services or duties that
have become any basis of this Agreement other than as
stated herein, and the Parties acknowledge that they
have relied on no warranties, promises or statements
other than those expressly set forth in this Agreement.
The Parties acknowledge that any estimates, projections,
or forecasts provided to it by or on behalf of the other
Party are only estimates and are not representations
that such estimates will be realized.
10.0 Website Uptime; Interruptions:
CI will make every effort to keep its Website operational.
However, certain technical difficulties may, from time
to time, result in temporary service interruptions.
The Participant agrees that CI shall have no liability
of any kind for any of the direct or indirect consequences
of such interruptions.
11.0 Agreement Modifications:
CI reserves the rights to change any of the terms and
conditions in this Agreement, at any time and in its
sole discretion, by providing thirty (30) days' written
notice to Participant. CI’s written notice shall
be sent to Participant’s email address as provided
by Participant within the Affiliate’s Member account.
12.0 Confidentiality:
12.1 Participant understands that, he may be exposed
to CI's business procedures and processes and may have
access to certain confidential information belonging
to CI, which CI considers to be among its most valuable
assets. Participant also understands that in order for
CI to protect such confidential information and its
goodwill with customers, it is necessary for CI to reasonably
restrict ability of participant to use and disseminate
confidential information of CI to the maximum extent
permitted by law. As such, Participant shall treat all
confidential information, whether printed, oral, in
writing, or in any other physical form, in strict confidence
and shall not use the confidential information for any
purpose other than the limitations herein. Participant
shall use the same or a greater degree of care to avoid
publication or dissemination of the confidential information.
Without limiting the generality of the foregoing, Participant
shall not utilize the confidential information for any
commercial purpose whatsoever, directly or indirectly
through agents or others, including, without limitation,
any business enterprise, located anywhere in the world.
12.2 Participant agrees to limit dissemination of confidential
information to employees who have a need to know and
shall not otherwise disclose the confidential information
to any third party. Participant shall protect the confidential
information using a degree of care comparable to the
care used to protect Participant’s own confidential
and proprietary information, but in no case less than
the degree of care generally accepted in the industry.
Participant acknowledges that disclosure or use of any
confidential information may give rise to irreparable
injury to CI for which monetary damages may not be adequate.
Accordingly, Participant agrees that CI will be entitled
to injunctive relief against the breach or threatened
breach of Participant’s obligations under this
paragraph, in addition to any other legal remedies that
may be available.
12.3 Participant acknowledges that all trade names,
trademarks and copyrights, as part of the Proprietary
Information provided by CI, whether registered or unregistered,
are and will remain the exclusive property of CI. Participant
agrees to not use in any manner CI's trademarks, trade
names, or any other intellectual property or industrial
rights of CI, including any imitation or variant thereof
as part of a trademark, trade name, or name of a company.
This provision shall survive the expiration or earlier
termination of this Agreement.
13.0 Privacy Policy:
Participant acknowledges the importance CI places on
protecting the privacy of its end users. Accordingly,
Participant shall use its best efforts to safeguard
any individually identifiable data acquired from or
about end users, including, without limitation, names,
addresses, or credit information, against unauthorized
access or use. In addition, Participant shall not, without
CI's prior written consent, use, sell, license, lease
or otherwise transfer such data to any third party,
or export such data to any location outside of the country
in which Participant acquired such data. In the event
CI agrees to allow Participant to use end-user data
to send marketing materials to end users, Participant
shall: (i) allow each end user to access any data Participant
may have regarding such end user; (ii) allow each end
user to correct any incorrect or incomplete data regarding
such end user; (iii) comply with any request by an end
user to remove such end user's name from the customer
lists maintained by Participant; and (iv) upon receipt
of a request as described in clause (iii), provide no
further marketing materials to such end user. Upon the
termination of this Agreement, Participant shall return
to CI all lists and other data regarding end users acquired
from CI then in Participant's possession. Participant
shall not retain any copies of such data in hard copy
or electronic form.
14.0 Liability Limitations:
UNDER NO CIRCUMSTANCES AND REGARDLESS OF THE FORM OF
ACTION, WHETHER UNDER CONTRACT, TORT, STATUTE OR OTHERWISE,
SHALL (1) CI BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF
CI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES)
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,
SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED
PROFITS OR LOST BUSINESS, OR (2) SHALL CI'S LIABILITY
HEREUNDER EXCEED AN AMOUNT EQUAL TO THE TOTAL REFERRAL
FEES PAID TO PARTICIPANT HEREUNDER.
15.0 Indemnity:
Participant will defend, indemnify, save and hold harmless
CI and its officers, directors, agents, affiliates,
distributors, and employees from and against any and
all third-party claims, demands, liabilities, costs
or expenses, including reasonable attorneys' fees ("Liabilities"),
resulting from Participant's performance or non-performance
under this Agreement, including any material breach
of any duty, representation, or warranty of Participant
under this Agreement. CI shall (a) promptly notify Participant
in writing of any claim subject to indemnification hereunder;
(b) give Participant the opportunity to control the
defense and settlement of any such claim; and (c) reasonably
cooperate with Participant, at Participant's expense,
in defending or settling such claims. CI shall have
the right to participate, at its sole expense, in the
defense or settlement of any such claim. CI reserves
the right to assume the exclusive defense and control
of any matter otherwise subject to indemnification by
Participant.
16.0 Independent Contractors:
The Parties to this Agreement are independent contractors
and neither Party is an agent, representative, or partner
of the other Party. Neither Party shall have any right,
power or authority to enter into any agreement of or
on behalf of, or incur any obligation or liability of,
or to otherwise bind, the other Party. This Agreement
shall not be interpreted or construed to create an association,
agency, joint venture or partnership between the Parties
or to impose any liability attributable to such a relationship
upon either Party. In addition, Participant shall make
no representations or other statements, in writing or
otherwise, regarding any association with CI.
17.0 Notices:
Any notice, approval, request, authorization, direction
or other communication under this Agreement shall be
given in writing and shall be deemed to have been delivered
and given for all purposes (i) on the delivery date
if delivered by electronic email; (ii) on the delivery
date if delivered personally to the Party to whom the
same is directed; (iii) one (1) business day after deposit
with a commercial overnight carrier, with written verification
of receipt, or (iv) five (5) business days after the
mailing date if sent by U.S. mail, return receipt requested,
postage and charges prepaid, or any other means of rapid
mail delivery for which a receipt is available, to the
address of the Party to whom the same is directed. Any
notices sent by Participant to CI shall be sent to affiliatememberservices@carellidesign.com
18.0 No Waiver:
The failure of either Party to insist upon or enforce
strict performance by the other Party of any provision
of this Agreement or to exercise any right under this
Agreement shall not be construed as a waiver or relinquishment
to any extent of such Party's right to assert or rely
upon any such provision or right in that or any other
instance, except (i) to the extent the other Party is
prejudiced by such failure, or (ii) in the event of
an express waiver of relinquishment.
19.0 Assignments:
Participant shall not assign (voluntarily, by operation
of law or otherwise) this Agreement or any right, interest
or benefit under this Agreement without the prior written
consent of CI, except for an assignment of all of such
Party's rights and obligations hereunder to a parent,
majority-owned subsidiary, or a successor to all or
substantially all of the assets or stock of the Participant.
Subject to the foregoing, this Agreement shall be fully
binding upon, inure to the benefit of and be enforceable
by the Parties hereto and their respective successors
and assigns.
20.0 Entire Agreement:
20.1 This Agreement sets forth the entire agreement,
and supersedes any and all prior agreements of the Parties
with respect to the transactions set forth herein. CI
shall not be bound by, and CI specifically objects to,
any term, condition or other provision which is different
from or in addition to the provisions of this Agreement
(whether or not it would materially alter this Agreement)
and which is proffered by Participant in any correspondence
or other document, unless CI specifically agrees to
such provision in writing.
20.2 Both Parties acknowledge that the other Party
makes no representations, warranties or agreements related
to the subject matter hereof that are not expressly
provided for in this Agreement. EXCEPT AS EXPRESSLY
SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES, AND
EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS
OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SUBJECT
MATTER OF THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING
OR COURSE OF PERFORMANCE.
21.0 Applicable Law; Jurisdiction:
21.1 This Agreement shall be interpreted, construed
and enforced in all respects in accordance with the
laws of the State of California except for its conflicts
of laws principles. Each Party irrevocably consents
to the exclusive jurisdiction of the courts of the State
of California and the federal courts situated in the
State of California, in connection with any action to
enforce the provisions of this Agreement, to recover
damages or other relief for breach of default under
this Agreement or otherwise arising under or by reason
of this Agreement.
21.2 In the event that any provision of this Agreement
conflicts with the law under which this Agreement is
to be construed, or if any such provision is held invalid
by a court with jurisdiction over the Parties to this
Agreement, such provision shall be deemed to be restated
to reflect as nearly as possible the original intentions
of the Parties in accordance with applicable law, and
the remainder of this Agreement shall remain in full
force and effect.
21.3 CI's performance under this Agreement is subject
at all times to existing laws and legal process. CI
reserves the right to comply with law enforcement requests
or requirements relating to Participant’s registration
and accounts, and use of the CI Site and its Content.
Register
Now
Affiliate
FAQs
Return
to Affiliate Members area
Ways
to contact us for assistance concerning the Affiliate
Members Program
Revised December 2005
Publication Ref. 0791.3811 EN form 3811.1/V904
» Return to top of page
|
