This letter of agreement last updated April 13, 2005 is made between the Affiliate
and Global Biotechnologies, Inc. (Global) Manufacturer of health care products
(www.globalbio.com), sets forth the points of a strategic partnership between
the two parties.
If we accept your application, you will be able to participate as an affiliate ("Affiliate") of the Program. As an Affiliate, you will be permitted to establish links from your Web site ("Your Site") as designated by you, to our Web sites at the locations designated by us ("Our Site"). We will provide you with the appropriate URL(s) once your application has been accepted by us. By establishing links from Your Site to Our Site, you will have the opportunity to earn commissions on the sales of Global products available at the Global website consumers follow the links from Your Site to Our Site and purchase Our Products. [top]
To become an Affiliate in the Program, you must submit a complete Program application via our site. We will evaluate your application and will notify you of our acceptance or rejection of Your Site as an Affiliate. We may reject your application if we determine (in our sole discretion) that Your Site is unsuitable for the Program for any reason (including without limitation, because Your Site contains material that is violent, threatening, harmful, obscene, pornographic, unlawful, discriminatory, defamatory, infringing, harassing, offensive or otherwise objectionable or inappropriate). If we reject your application, you are welcome to reapply to the Program at any time. You should understand that even if we accept your application, we may later determine (in our sole discretion) that Your Site is unsuitable, in which case we may terminate this Agreement. [top]
Once you have been notified that Your Site has been accepted into the Program, you may begin establishing links from Your Site to Our Site as described in this paragraph. You may then feature a brief description or banner on Your Site as supplied by Global. You will also provide a link for Our Product, directly from the promotion on Your Site to the ordering page of Our Site using the URL(s) designated by us.
You will be responsible for the maintenance and placement of Our Promotional Materials on Your Site. You may not alter, modify or change in any way Our Promotional Materials without our prior written approval, and you will be responsible for any inaccuracies or other changes when posting Our Promotional Materials on Your Site. We may modify Our Promotional Materials at any time in our sole discretion, and you will make any such modifications promptly upon our request. You agree to immediately delete or remove Our Promotional Materials, along with any copies, from Your Site (or any other media under your control) upon our request or upon termination of this Agreement.
You will be responsible for setting up the links connecting Your Site to the
ordering page of Our Site at the URL(s) designated by us, and for ensuring that
the links are in good and working order. [top]
We will pay you referral fees ("Referral
Fees") on the sale of Our Product to consumers if (a) the consumer follows
a link from Your Site to the ordering page of Our Site at the URL designated
by us, (b) you correctly use Our Promotional Materials as designated by us,
(c) the consumer purchases Our Product using the ordering system on Our Site,
We will not pay Referral fees to you when a consumer purchases Our Product after
entering Our Site other than through a link from Your Site or Our Site (even
if the consumer previously followed a link from Your Site to Our Site). [top]
We will pay you Referral Fees on Qualifying Orders according to referral fee schedules to be established by us from time to time. We will make the referral fee schedule available to you upon your request. Our current fee schedule is as follows:
For each Qualifying Order for Global products, we will pay you 20% of the order
price less shipping and handling charges;
All amounts specified in this Agreement are in United States dollars.
[top]
We will pay you the Referral Fees on a monthly basis. We will send you a check for the Referral Fees earned by you on Qualifying Orders made during the previous calendar month (less any taxes that we are required by law to withhold). However, we reserve the right to withhold any monthly payment that in the aggregate amounts to less than the payment threshold set forth below ("Payment Threshold"), and to continue withholding any monthly payments until the aggregate amount reaches the applicable Payment Threshold or this Agreement terminates (whichever is earlier). [top]
For Global Affiliates, commission checks will be issued to the affiliate when the minimum commission threshold of $ 50.00 dollars is met in a given month. In the event the affiliate meets the minimum threshold of $50.00 dollars in less then 12 months of a fiscal year but more then one month, the affiliate will receive the combined monthly commission in the given pay period for the month that the threshold is met. Affiliates who have not met the minimum commission threshold of $50.00 dollars but have earned some commissions in a fiscal year, will receive a check during the given pay period of the last fiscal month for their total annual earned commissions. We will be responsible for tracking Qualifying Orders made through links from Your Site to Our Site. We will use commercially reasonable efforts to make available to you reports summarizing this sales activity. The method of delivery, form, content and frequency of these reports may vary from time to time at our discretion. Our records will be the determinative evidence of the Qualifying Orders that entitle you to the Referral Fees. These reports will be updated daily. [top]
We will be responsible for processing and fulfilling all orders for Our Product placed by customers who follow links from Your Site to Our Site as described in this Agreement (including without limitation, preparing order forms, processing payments, shipping Our Product, cancellations and returns, and handling customer service). We reserve the right to reject orders that do not comply with any requirements that we may establish from time to time. [top]
Consumers who buy Our Product through this Program (regardless of whether the purchase is made through a link on Your Site to Our Site or directly through Our Site) will be deemed to be our customers. Accordingly, our rules, policies and operating procedures concerning customer orders, customer service, and products sales will apply to these customers. We may change our rules, policies and operating procedures at any time. For example, we retain sole discretion over Our Product that are sold as part of this Program and may modify this selection at any time at our sole discretion. As another example, we retain sole discretion over the prices to be charged for Our Product that are to be sold as part of this Program in accordance with our own pricing policies and may modify the pricing at any time at our sole discretion. You may not offer any discounts, rebates or premiums that would change the prices of Our Product as designated by us. The prices and availability of Our Product may vary from time to time, and we do not guarantee the prices or availability of Our Product. [top]
You agree that we may identify you or Your Site as an Affiliate of the Program as long as you participate in the Program. We may make this identification orally, in writing or electronically, including without limitation, in press releases, public announcements and promotional materials publicizing, advertising or promoting the Program.
You may not issue any press release or public announcement, distribute any marketing or promotional materials or otherwise make any public communications regarding this Agreement or your participation in the Program without our prior written consent or except as expressly permitted in Section 9 of this Agreement. [top]
We grant you a limited, nonexclusive, nontransferable, revocable right during the term of this Agreement to use (a) the graphic image and phrase identified in Section 9 solely for purposes of identifying Your Site as an Affiliate of the Program in accordance with Section 9, (b) Our Promotional Materials described in Section 3 solely for purposes of establishing links between Your Site and Our Site in accordance with Section 3, and (c) any other proprietary materials for which we grant you express permission in writing solely for purposes of your participation in the Program in accordance with the terms of such writing (collectively, "Our Proprietary Materials"). You may not alter, modify or change any of Our Proprietary Materials in any way. We reserve all of our rights (including without limitation, our copyright, trademark, patent or other intellectual property rights) in all of Our Proprietary Materials. We may revoke your license at any time. [top]
You will be solely responsible for the development, operation and maintenance of Your Site and all materials that appear on Your Site (including without limitation, the technical operation of Your Site and all related equipment used to operate Your Site; creating, posting and maintaining the links from Your Site to Our Site; the accuracy and appropriateness of materials posted on Your Site (e.g., Our Promotional Materials); ensuring that materials posted on Your Site do not violate or infringe upon the rights of any third party (e.g., copyrights, trademarks, patents, privacy, publicity or other personal or proprietary rights); ensuring that materials posted on Your Site are not libelous or otherwise illegal). [top]
The term of this Agreement will begin upon our acceptance of your application to become an Affiliate of the Program and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, for any reason, by giving the other party written notice of termination.
Upon termination of this Agreement for any reason, you will immediately cease any use of, and remove from Your Site, all links to Our Site and any of Our Proprietary Materials appearing on Your Site, and you will immediately destroy or return any of Our Proprietary Materials within your possession or control.
You are only eligible to earn Referral Fees on Qualifying Orders that occur during the term of this Agreement, and Referral Fees earned through the effective date of termination will remain payable only if the applicable Qualifying Orders are neither canceled nor returned. [top]
We may modify any of the terms and conditions of this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on Our Site or by sending you a written notice by email or other delivery. Modifications may include (but are not limited to) changes in the scope of available Referral Fees, the amount of the Referral Fees, the payment procedures, and rules of the Programs.
If any modification to this Agreement 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 or our written notice to you will constitute your binding acceptance of the change. [top]
You and we are independent contractors, and nothing in this Agreement will create any 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. [top]
WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM, ANY OF OUR PRODUCT, OR ANY OF OUR SITE (INCLUDING WITHOUT LIMITATION, ANY 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 OR WARRANTY THAT THE OPERATION OF OUR SITE OR ORDERING PAGES WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL BE NOT LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS [top]
We specifically disclaim all liability concerning Your Site and all materials that appear on Your Site. You will indemnify and hold us (and our affiliates, subsidiaries and parent company, and their directors, officers and employees) harmless from any and all claims, liabilities, damages, costs and expenses (including without limitation, attorneys' fees) relating to the development, operation, maintenance, use, and materials of Your Site. [top]
WE WILL NOT LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, FOR ANY LOSS OF PROFITS, REVENUE, DATA OR SERVICES, ARISING IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM, OUR PRODUCT OR OUR SITE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT, THE PROGRAM, OUR PRODUCT OR OUR SITE WILL IN NO EVENT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT. [top]
This Agreement will be governed by the laws of the State of Maine, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Portland, Maine and you irrevocably consent to the jurisdiction of such courts. [top]
You may not assign this Agreement,
by operation of law or otherwise, without our prior written consent, and any
attempted assignment in violation of this Agreement shall be null and void.
Subject to that restriction, this Agreement will be binding on, inure to the
benefit of, and enforceable against the parties and their respective successors
and assigns [top]
Our failure to enforce 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. [top]
Neither the you nor us shall disclose any of the terms and conditions of this Agreement to any third party without the express written consent of the other party. Neither party shall disclose to any third party the Confidential Information of the other party and shall not use any such Confidential Information for any purpose other than the purpose for which it was originally disclosed to the receiving party. "Confidential Information" means any information of a party disclosed to the other party, which is identified as, or should be reasonably understood to be, confidential to the disclosing party, including, but not limited to know-how, trade secrets, technical processes and formulas, software, customer lists, unpublished financial information, business plans, projections, and marketing data. "Confidential Information" shall not include information that (a) is known to the receiving party at the time it receives Confidential Information (b) has become publicly known through no wrongful act of the receiving party; (c) has been rightfully received by the receiving party from a third party authorized to make such communication without restriction; (d) has been approved for release by written authorization of the disclosing party; or (e) is required by law to disclose. [top]
This is the entire agreement between the parties regarding the subject matter of this Agreement and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions between the parties. This Agreement may only be modified by a written instrument signed by both parties. I understand and agree that if I am under 13 years of age, I CANNOT participate in this affiliate marketing program. If I am between 13 and 18 years of age, I certify that my parent(s) or legal guardian(s) has read this Agreement. [top]