This agreement describes the entire terms and conditions for
participation in the InstantChem.com Affiliate Program, which is operated by
Instant Chemistry. In this agreement, InstantChem.com and Instant Chemistry are
collectively referred to as "InstantChem.com". In this agreement, the term
"Participant" refers to you (the applicant), and "sponsoring Web site" refers
to the Web site from which you will link to InstantChem.com. Wherever the
agreement refers to "you" or "your", it means "the Participant"; "we" or "our"
refer to InstantChem.com. Under this agreement, InstantChem.com will create
html pages using the information in your Affiliates Profile (which will be
described below). These pages are referred to as "Affiliate's Personals Pages".
| 1. |
Privacy of the Affiliate Account.
In order to join the Affiliate Program, you will need to provide
InstantChem.com with an email and password log-in combination. You must be
based in the United States and must provide a valid social security number or
taxpayer ID number for payment and record keeping purposes, otherwise you
forfeit your rights to commission payment. DO NOT REVEAL YOUR LOG-IN
INFORMATION TO ANYONE. If you share your log-in information with a third party,
we are not responsible for any changes made to your Personals Profile and/or
your affiliate site information by said third party. We also reserve the right
to terminate this agreement if we discover that you have shared this
information with any third party in violation of this agreement. |
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| 2. |
Commissions.
This commission plan is subject to change by InstantChem.com upon 10 days prior
written notice to its Affiliates. As set forth below, notice may be given by
InstantChem.com by email to the Affiliate's last email address provided in
writing to InstantChem.com.
You will earn commissions for each referred new user who purchases a paid
subscription to Instantchem.com. Your commission is based on the
amount of sales you generate on a monthly basis:
| Commissions |
Generated Monthly Sales |
| 40% |
$0 - $500 |
| 50% |
$501 - $1,200 |
| 70% |
over $1,201 |
Only new subscribers from whom InstantChem.com actually collects cash for
personals subscriptions on the InstantChem.com web site via valid credit card
or other means will qualify as a new subscriber on which the commission will be
paid. InstantChem.com reserves the right to not pay a commission on any
subscriber who was previously an InstantChem.com member and who discontinues
such membership and re-signs as a new member under the same or a new user, or
any other new subscribers who are the result of unreasonable "churning" by the
applicable Affiliate.
All affiliate commissions are calculated based on the net amount of
subscriptions earned, less chargebacks, refunds, resignations and other
transactions.
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| 3. |
Payments.
Commissions (less any taxes required to be withheld under applicable law) shall
be paid retroactively to Affiliates once per month; provided that Affiliate
earns the right to receive at least $50 in commissions for a given month. Any
unpaid commissions earned in one month shall be paid in the next month in which
the total unpaid commissions earned by Affiliate exceed $50. Upon termination
of the program or termination of Member’s participation, Member shall be paid
all commissions that total at least $50. Lesser amounts shall not be paid. Any
Affiliate who violates these Terms and Conditions will immediately forfeit any
right to accrued commissions. |
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| 4. |
Refunds, Chargebacks and Bad Checks.
If a subscription is later refunded to the customer or charged back by the
customer, or if a customer's check does not clear, the referral/bounty fee, and
any affiliated charge back fees, will be deducted from the next monthly payment
sent to the Affiliate.
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| 5. |
Subscription Payment Processing.
InstantChem.com will be solely responsible for processing every subscription
order placed by a customer on the Affiliate's Personals Pages. Subscription
orders will be accepted via the InstantChem.com online ordering process.
Payment processing, renewal payment processing, cancellations and refund
processing, and related customer service are the responsibility of
InstantChem.com. All of the rules, operating procedures and policies of
InstantChem.com regarding customer subscriptions will apply to all subscription
orders we receive through the Affiliate's Personals Pages. InstantChem.com
reserves the right to reject any subscription order that does not comply with
our rules, operating procedures and/or policies. Affiliate is not permitted to
make any exceptions from these rules or otherwise communicate with subscribers
about these rules except with InstantChem.com's prior authorization.
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| 6. |
Tracking of Subscription Sales.
The InstantChem.com will be solely responsible for tracking subscription sales.
Statements of subscription sales activity will be provided to the Affiliate. To
protect InstantChem.com customer privacy, the names or other personal
information about specific customers will not be provided to the Affiliate but
shall be retained exclusively by InstantChem.com. In addition, all personal
information about specific customers collected by InstantChem.com shall be
owned solely and exclusively by InstantChem.com. Affiliate agrees to comply
with the posted InstantChem.com privacy policy, as it may be changed from time
to time, with regard to any personal information collected by Affiliate from
subscribers of InstantChem.com in their status of InstantChem.com subscribers. |
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| 7. |
Time Limitations For Depositing Affiliate Checks.
United States (US) residents are required to cash or deposit any check from the
InstantChem.com within ninety (90) days of the date the check was issued. This
information is printed on all checks. InstantChem.com is not required to
reissue payment for affiliate checks older than ninety (90) days. |
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| 8. |
Lost, Stolen, Or Destroyed Checks.
It is the responsibility of the Affiliate to request in writing a reissue of
lost, stolen or destroyed checks within the ninety (90) day period outlined
above. The request must include as much information about the dates and
earnings in question as possible, including the Master ID of the account and to
whom the check was issued. Email requests are sufficient. Reissued checks are
held to the same ninety (90) day expiration rules. All bank fees related to the
issuance of replacement checks or other payments, including charges for stop
orders on previously issued checks, shall be the charged to the Affiliate. If a
check is returned, we will contact the Affiliate upon receipt of the returned
check. It is the responsibility of the Affiliate to respond and correct the
information as necessary. After ninety (90) days without a reply from the
affiliate regarding the issue, the check will become voided, and
InstantChem.com will not be required to re-issue payment. After 180 days (6
months) without a reply from the Affiliate, all payments will become null and
void, and the Affiliate account will be terminated.
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| 9. |
Copyrighted material.
As an Affiliate, you are solely responsible for ensuring that any and all
materials provided by you, including your logo and preamble text do not
infringe upon the rights, including the intellectual property rights, of any
third parties. You must have express permission to use another party's
copyrighted material. InstantChem.com will not be responsible if you use
another party's copyrighted material in violation of the law. Between
InstantChem.com and Affiliate, the following will apply.
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a. |
Each party shall retain all right, title and interest in and to
its respective trademarks, service marks and trade names worldwide
("Intellectual Property") subject to a limited non-exclusive, non-transferable
license necessary to perform this Agreement. Each party grants the other a
royalty-free, non-exclusive, non-transferable license, during the term of this
Agreement to include such party's pre-approved Intellectual Property solely in
connection with the promotions and marketing contemplated hereunder as set
forth above. |
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b. |
Each party shall use the other's Intellectual Property only as
provided, and shall not alter the Intellectual Property in any way, nor shall
it act or permit action in any way that would impair the rights of the owning
party in its Intellectual Property. Each party acknowledges that its use of the
other party's Intellectual Property shall not create any right, title or
interest in or to such Intellectual Property. Each party shall have the right
to monitor the quality of the other party's use of its Intellectual Property.
Any references to a party's Intellectual Property shall contain the appropriate
trademark, copyright or other legal notice provided from time to time by owning
party. |
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c. |
Neither party may alter or remove any proprietary notices from the
other's Intellectual Property. Any goodwill accruing from the use of such
Intellectual property shall inure to the licensor of such Intellectual Property
hereunder.
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d. |
Each party expressly reserves all rights not granted to the other
party herein.
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e. |
Affiliates are prohibited from using the individual profiles and
information of InstantChem.com users on their referring affiliate site or
anywhere else. Any use of an InstantChem.com user profile as an advertisement
or for any other use on a InstantChem.com referring affiliate site or elsewhere
is strictly prohibited and unauthorized. Doing so violates the privacy policy
of the InstantChem.com User Agreement and will result in immediate termination
or suspension of your affiliation with InstantChem.com.
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| 10. |
InstantChem.com Policies and Prices.
Every customer who buys a subscription through this program is deemed to be a
customer of InstantChem.com. Affiliate does not have the authority to make or
accept any offer on behalf of InstantChem.com. All InstantChem.com policies
regarding customer orders, including pricing and problem resolution, will apply
to these customers. InstantChem.com is not responsible for any representations
made by Affiliate that contradict our policies. The prices charged for
subscriptions sold under this program will be determined by InstantChem.com
according to our own pricing policies. Prices may vary from time to time as
determined in InstantChem.com's sole discretion. InstantChem.com policies will
always determine the price paid by the customer.
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| 11. |
Prohibited Content.
By registering for the Affiliate Program, Affiliate represents and warrants
that his/her web site(s) does not and will not spam (send repeat, unsolicited
emails) or contain, display, promote or include obscene, indecent, violent,
discriminatory, illegal, sexually explicit, pornographic, or adult content, or
any content that is inconsistent with InstantChem.com’s policies and/or
practices, including, but not limited to, text, graphics and images.
InstantChem.com reserves the right to immediately terminate this Agreement and
to remove all InstantChem.com Intellectual Property from Affiliate's site and
to sever all links to the Affiliate's Personals Pages if prohibited content is
present.
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| 12. |
Web Site Service Interruption.
InstantChem.com will make every effort to keep its Web site operational.
However, certain technical difficulties may, from time to time, result in
temporary service interruptions. Affiliate agrees not to hold InstantChem.com
liable for any of the consequences of such interruptions. |
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| 13. |
Term of the Agreement.
Affiliate will receive commissions on orders that are placed during the term of
this agreement. Commissions earned through the date of expiration or
cancellation of this agreement will remain payable only if the subscriptions
are not refunded. Payment of the final commission payment to Affiliate may be
withheld for a reasonable time in order to ensure that the correct amount is
paid.
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| 14. |
Modifications.
InstantChem.com reserves the right to change any of the terms and conditions in
this Agreement, at any time and in its sole discretion, by posting a new
agreement on our Web site and by notifying Affiliates of such revised Agreement
via email or mail. Affiliate may not change or modify this Agreement. |
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| 15. |
Cancellation of this Agreement.
Either party, acting in their sole discretion, may choose to cancel this
Agreement at any time by written notice of cancellation to the other. Such
cancellation will be effective 3 days after notice to the other party unless
the Agreement is terminated by InstantChem.com for violation of Section 12, in
which case termination will be effective immediately upon notice to the
Affiliate by InstantChem.com. Affiliates should know that InstantChem.com
intends to terminate any Affiliate that generates $0 referral/bounty fees
during a consecutive 120-day period. |
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| 16. |
Warranty Disclaimer.
InstantChem.com makes no warranties, representations or conditions with regard
to the program or, except as expressly set forth in InstantChem.com then
current terms and conditions which are posted on the Web site, any
subscriptions sold hereunder, whether express or implied, arising by law or
otherwise, including without limitation any implied warranty of merchantability
or fitness for a particular purpose or non-infringement or any implied warranty
arising out of course of performance, course of dealing or usage of trade.
Further, InstantChem.com expressly disavows any obligation to indemnify
Affiliate or any of its representatives or owners in connection with any
lawsuit or other proceeding arising out of any of Affiliate's users use of
InstantChem.com. |
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| 17. |
Limitation of Damages.
InstantChem.com shall have no liability for any indirect, incidental, special
or consequential damages or any loss of revenue or profits arising under or
with respect to this Agreement or the program, even if InstantChem.com has been
advised of the possibility of such damages. Further, InstantChem.com's
aggregate liability arising under or with respect to this agreement or the
program shall in no event exceed the total commissions paid or payable by
InstantChem.com to Affiliate under this Agreement. |
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| 18. |
Representations and Warranties.
Affiliate represents and warrants that it has the necessary and full rights,
power, authority and capabilities to enter into this Agreement and to perform
its obligations hereunder; that it owns or controls the rights granted or
licensed to the other party herein; and that the execution of and performance
of its obligations under this Agreement will not violate the rights of any
third party, nor any applicable federal, state and local law or regulation.
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| 19. |
Indemnification.
Affiliate shall defend, indemnify and hold harmless InstantChem.com, its
parent, subsidiary and affiliated companies and its and their directors,
officers, employees, affiliates and agents, against any claim, demand, cause of
action, debt or liability, including reasonable attorney's fees, to the extent
that (i) it is based upon a breach of Affiliate's representations, warranties
or obligations hereunder; (ii) it arises out of the negligence or willful
misconduct of Affiliate; or (iii) it is based upon Affiliate's violation of any
applicable federal, state or local law or regulation in providing products or
services hereunder.
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| 20. |
Miscellaneous.
Affiliate and InstantChem.com are independent contractors and nothing in this
agreement is intended to or will create any form of partnership, joint venture,
agency, franchise, sales representative or employment relationship between the
parties. Affiliate shall not assign this Agreement, by operation of law or
otherwise, without the prior written consent of InstantChem.com. Subject to the
foregoing restriction, this Agreement is binding upon, insures to the benefit
of and is enforceable by the parties and their respective successors and
assigns. Affiliate and InstantChem.com agree that the terms of this Agreement
and the Agreement itself are confidential and neither party shall divulge the
business terms and conditions of this Agreement or the existence of the
Agreement itself without the prior written consent of the other party.
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| 21. |
Governing Law.
This Agreement shall be governed by the laws of the United States and the State
of California without reference to its choice of law principles.
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