Solo Build It! Affiliate Agreement
This Agreement contains the complete terms and conditions which you (the "Affiliate") agree to be bound by as a participant in SiteSell.com's affiliate program (the "Affiliate Program") and which shall apply once your application to participate in the Program has been approved by SiteSell.
ARTICLE 1. INTRODUCTION
1.01
SiteSell is the sole and exclusive owner of all right, title and
interest including all intellectual property rights in and to the
contents, logos, style, design, look and feel, trade names,
trademarks to certain software works such as but not limited to
all-in-one e-business
site-building/hosting/marketing/traffic-building solutions such as
Solo Build It! (SBI!), including all future versions thereof; a
suite of web-based learning, online tools, and a WordPress plugin
that integrates research and findings into WordPress such as SBI!
for WP, including all future versions thereof; small
business-building services hereinafter referred to as SiteSell
Pros; certain literary works such as but not limited to Make Your
Site Sell!, Make Your Knowledge Sell!, Make Your Words Sell!; and
Make Your Content Presell!; all hereinafter referred to
individually and collectively, according to context, as the
"Product".
1.02
SiteSell intends to sell and distribute the Product electronically
using, in part, third party affiliates who will establish links to
SiteSell's Web site where the Product will be offered for sale.
1.03
If, in the future, SiteSell sells and distributes any other goods
or services through the Internet, it shall offer to its affiliates
at that time the opportunity to become vendor-affiliates of such
goods or services. Such goods or services shall be included in the
defined term "Product" and this Agreement shall then also apply to
such goods or services.
ARTICLE 2. PARTICIPATION & REPRESENTATION
2.01
SiteSell hereby grants to the Affiliate the non-exclusive and
revocable right to market and advertise the Product and to
establish links to SiteSell's Web site, the whole in accordance
with this Agreement.
2.02
The Affiliate shall diligently and continuously market and
advertise the Product through the Internet and shall develop,
operate and maintain links from its site to SiteSell's site at its
sole cost and expense.
2.03
The Affiliate represents and warrants to SiteSell that this
Agreement has been duly and validly executed and constitutes and
shall continue to constitute a legal obligation, enforceable in
accordance with its terms.
ARTICLE 3. AFFILIATE SALES COMMISSIONS
3.01
If, as a result of a direct advertising effort of the Affiliate or
a referred customer of the Affiliate orders and pays for the
Product sold by SiteSell in the future, SiteSell shall pay the
Affiliate a sales commission determined in accordance with the
Affiliate Compensation Schedule which follows this Agreement and
which forms an integral part of it. The commission is based upon
the paid selling price of the purchased Product before tax and
excluding returns ("Sales Commission"). All sales must be bona
fide.
3.02
An Affiliate can earn a Sales Commission as described in the
Affiliate Compensation Schedule. Commissions are assigned for
sales to new customers on a cookie basis. An Affiliate shall not
receive a Sales Commission for a Product purchase made, directly
or indirectly (ex., via an intermediary for the purpose of
collecting a commission), by him/herself. In the event that more
than one Affiliate claims the same commission for a sale, SiteSell
shall investigate and select the Affiliate which shall receive the
compensation.
3.03
The Affiliate shall be responsible for all taxes and other similar
levies applicable to the Sales Commission pursuant to any law or
regulation. The Affiliate shall report the Sales Commission to its
taxation authorities as required by law.
3.04
SiteSell shall post and maintain, on a current basis, a designated
password-protected Web page for each Affiliate showing the
Affiliate's participation in the Program including number of
potential customers referred by it and an estimate of the Sales
Commission owing to it. SiteSell shall, on or about the 15th of
each month, mail, PayPal or otherwise transmit the Sales
Commission representing the amount payable for the sales completed
in the previous month. SiteSell reserves the right to delay
sending payment for one month, in exceptional cases up to two
months, to prevent suspected cases of affiliate fraud. Sales
statistics of the referred transactions, supporting the amount
paid, shall be made available by SiteSell on the Affiliate's
private site. Affiliates may receive the Sales Commission in
either US or Canadian funds.
3.05
Upon written request and at the Affiliate's expense, the Affiliate
may cause SiteSell's books and records to be examined by an
independent firm of chartered accountants to ensure compliance
with this Agreement. In the event that the examination reveals an
underpayment error of more than 5%, the underpayment and the
reasonable cost of the examination to a maximum of 5,000 Canadian
dollars shall be paid by SiteSell. If the examination does not
reveal an underpayment as aforesaid, the Affiliate shall
compensate SiteSell for its reasonable cost to a maximum of 5,000
Canadian dollars. The firm of chartered accountants utilized shall
limit the scope of their examination to the relevant information
regarding the Sales Commission and shall keep private and
confidential all information obtained in the course of the said
examination.
ARTICLE 4. AFFILIATE SITES AND PROMOTION METHODS
4.01
The Affiliate shall be solely responsible for all materials that appear on its site. It shall strictly adhere to all applicable laws and regulations in conducting its business and more specifically in marketing and advertising the Product. The Affiliate understands and agrees to comply with the guides outlined in the FTC'S "Guides Concerning the Use of Endorsements and Testimonials and Advertising" (http://ftc.gov/os/2009/10/091005revisedendorsementguides.pdf). Affiliates shall not make misrepresentations about the Product and shall acknowledge the affiliate nature on any promotions of the Product.
Without restricting the generality of the foregoing, the Affiliate shall not violate the intellectual property rights of others (ex., copyright, trademark, etc.), nor send unsolicited e-mail and shall not send e-mail or any other communication to a recipient if the recipient has requested that it discontinue such communication, nor shall it send or display on its Web site any material that may be considered to be harassing, libelous, defamatory, legally obscene or pornographic, threatening, abusive or hateful, nor shall the Affiliate do anything that may be considered (by SiteSell in its sole judgment) as detrimental to SiteSell's reputation.
When using Social Medial Marketing (Twitter, Facebook, Pinterest, etc.,) for promotional purposes, the affiliate may make no more than 3 posts per day per social platform across all of their accounts on the same platform. For example, if the affiliate has mulitple Twitter accounts, no more than 3 promotional tweets per day including his/her affiliate RR URL is allowed. Promoting on social media platforms must be genuine, bona-fide, in-context PREselling. Tricking users into liking/sharing via personalizing (i.e., as coming from a "friend") is considered spam. Social marketing that may be considered by SiteSell as detrimental to SiteSell's reputation on all Social Media platforms will result in the affiliate receiving one warning. If non-compliance continues after the warning, the affiliate account will be terminated.
4.02
SiteSell shall have the right, but not the obligation, to
pre-approve the graphics and logos used on any Web site which is
linked to its site. Furthermore, the Affiliate shall annotate its
site with appropriate copyright, trademark and other similar
notices, which shall be approved by SiteSell. If the Affiliate
specifies a price point for the Product in its marketing and
advertising, it shall ensure that it is updated regularly to
reflect all price changes.
4.03
SiteSell shall have the right to monitor the Affiliate's Web site
at any time and from time to time to determine if it is in
compliance with the terms and conditions on this Agreement.
4.04
Affiliate authorizes SiteSell to communicate with Affiliate via email and other electronic communication or in any other manner. SiteSell may from time to time send information to Affiliate that it considers relevant. SiteSell shall have the right, but not the obligation, to help the Affiliate promote its products more effectively. The Affiliate hereby gives permission to SiteSell to email the Affiliate XPress newsletter. The Affiliate may unsubscribe from the Affiliate XPress by terminating this Agreement at any time (see 9.02 of this Agreement).
4.05
The Affiliate agrees not to use any predatory advertising methods
designed to generate traffic from sites that they have not
contracted with in the online promotion of SiteSell's Product or
affiliate program. Predatory advertising is defined as any method
that creates or overlays links or banners on web sites, spawns
browser windows, or any method invented to generate traffic from a
web site without that web site owner's, knowledge, permission, and
participation. Examples include, but are not limited to, keyword
parsing browser plugins, banner replacement technology, and
browser spawning technology that is not web site dependent.
Participation in predatory advertising programs will be cause for the affiliate's immediate termination, with loss of any amounts owing.
ARTICLE 5. ORDER PROCESSING
5.01
SiteSell shall establish the procedures of selling the Product
including, without limitation, the placement of orders, pricing,
payment terms, processing, delivery, returns etc. Without
restricting the generality of the foregoing, SiteSell shall have
the right to cancel, suspend or delay any order for the Product,
including the right to discontinue to sell the Product at any
time.
ARTICLE 6. LICENSES AND GOODWILL PRESERVATION
6.01
SiteSell shall have the right, but not the obligation, to approve,
in its sole and absolute discretion and with due regard to the
protection and preservation of the goodwill of the Product any
promotional, advertising or marketing item used by the Affiliate.
The Affiliate shall make all deletions and modifications suggested
by SiteSell on any site where the Product is mentioned.
6.02
The Affiliate shall acknowledge and clearly identify and respect
that all proprietary information, trademarks, copyrights and all
other similar rights in and arising out of the Product are, and
shall continue to be, the exclusive property of SiteSell. In the
event the Affiliate learns of any claim or allegation that the
Product infringes upon or violates any intellectual property or
proprietary rights of a third party, or contains any unlawful,
libelous, or untrue statement, it shall immediately notify
SiteSell so as to enable SiteSell to defend, settle or otherwise
resolve the claim or allegation in a manner that SiteSell deems
appropriate in its sole discretion.
6.03
Customers who purchase the Product through the Program shall be
deemed to be customers of SiteSell, and the Affiliate shall refer
all Product-related questions, requests or queries to SiteSell.
SiteSell shall have the right to utilize the Affiliate's name and
logo to advertise, market, promote and publicize in any manner the
Product.
6.04
The Affiliate shall not make or give to a customer or a potential
customer any warranty, representation or other statement
concerning the Product without first obtaining the written consent
of SiteSell.
ARTICLE 7. RELATIONSHIP OF PARTIES
7.01
While the parties shall work hand-in-hand for the benefit of both,
the parties acknowledge and agree that the Affiliate shall, from a
legal perspective, act as and shall be an independent contractor
and not an employee or agent of SiteSell. Nothing in this
Agreement shall create a partnership, joint venture, agency, or
franchise between the parties in the legal sense of these terms.
The Affiliate shall not sign any document in the name of or on
behalf of SiteSell nor shall it hold itself out as being an agent
of SiteSell or as having apparent authority to contract for or
bind SiteSell.
ARTICLE 8. LIMITATION OF LIABILITY
8.01
In no event shall SiteSell be liable for special, incidental,
consequential or punitive damages, including, without limitation,
any damages resulting from loss of profits, loss of business or
loss of goodwill arising out of or in connection with this
Agreement or the Product, whether or not such party has been
advised of the possibility of such damages. SiteSell shall not be
liable for any damages if, for any reason whatsoever, its Web site
fails or is non-operational for any reason whatsoever.
ARTICLE 9. TERM OF THE AGREEMENT
9.01
In the event that the Affiliate breaches any of the undertakings
or obligations set forth in this Agreement and does not remedy
same within 7 days notice from SiteSell, it shall automatically
forfeit the Sales Commission then receivable or receivable at any
time in the future. SiteSell shall, in addition, have the right to
terminate this Agreement and shall retain all other rights and
remedies available to it at law or in equity.
9.02
SiteSell shall have the right but not the obligation to terminate
this Agreement with an Affiliate who does not maintain a valid
e-mail address with SiteSell (SiteSell tracks all bounces of
communications and automatically terminates any affiliate whose
e-mail address is not valid). SiteSell shall have the right but
not the obligation to terminate this Agreement if the Affiliate
ceases to actively market the Product for a period of 6 months. In
such cases, the Sales Commission owing, representing the sums
earned shall be paid even after termination of this Agreement.
9.03
The Affiliate shall have the right to terminate this Agreement
at any time by clicking upon the "Deactivate Affiliate Account
& Cancel Affiliate XPress Newsletter" button on the Main
Accounting page in the Affiliate Program or by sending written
notice to SiteSell.
9.04
As soon as notice of termination of this Agreement is given or
upon termination as herein provided, the Affiliate shall
immediately cease its marketing and advertising of the Product and
shall forthwith eliminate all mention and references to the
Product and all links to SiteSell. Pending the completion of the
foregoing, SiteSell may hold in abeyance the Sales Commission.
ARTICLE 10. MODIFICATION AND APPLICATION OF AGREEMENT
10.01
SiteSell may, in good faith, modify any of the terms and
conditions contained in this Agreement (including the Affiliate
Compensation Schedule), at any time and in its sole discretion, by
posting a change notice or a new agreement on its Web site. If any
modification to this Agreement is not acceptable to the Affiliate,
its only recourse is to terminate this Agreement. The Affiliate's
continued participation in the Program following the said posting
of a change notice or new agreement shall constitute binding
acceptance by the Affiliate of the change.
10.02
If any of the provisions of this Agreement are determined by a
court to be unenforceable, they shall be severed from this
Agreement, and the remaining provisions shall remain in full force
and effect.
10.03
The Affiliate shall not assign, transfer or convey this Agreement
or any part thereof to any other party without SiteSell's consent
which shall not be unreasonably refused.
10.04
This Agreement shall ensure to the benefit of and be binding upon
the parties hereto and their respective heirs, legatees,
executors, legal representatives, successors and assigns.
10.05
This Agreement represents the entire agreement between the parties
and supersedes all prior negotiations, agreements and
understandings, if any. For greater certainty but without
restricting the aforementioned, information contained in any of
the following shall not form part of this Agreement, namely:
descriptions of the Program (including the descriptions of Sales
Commission payable to the Affiliates) on SiteSell's Web site(s);
e-mail communications from SiteSell or from any of its employees,
officers or directors; in the Product, or in
marketing/informational documents.
ARTICLE 11. INDEPENDENT INVESTIGATION
11.01
The Affiliate acknowledges that it has reviewed this Agreement and
agrees to all its terms and conditions. The Affiliate understands
that SiteSell may at any time 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 the Affiliate's Web
site. The Affiliate has independently evaluated the desirability
of participating in the Program and is not relying on any
representation, guarantee or statement other than as set forth in
this Agreement.
ARTICLE 12. MISCELLANEOUS PROVISIONS
12.01
Any reference in this Agreement to gender includes all genders and
words importing the singular number only shall include the plural
and vice versa.
12.02
The insertion of headings and the division of this Agreement into
Articles and Sections are for convenience reference only and are
not to affect its interpretation.
12.03
Each of the parties hereto covenants and agrees that it shall
execute and deliver such additional agreements and documents and
do such acts and things as may be reasonably necessary fully and
effectually to carry out the intent and purpose of this Agreement.
12.04
Time shall be of essence of this Agreement.
12.05
All notices, requests and other communications shall be deemed to
have been received when posted by SiteSell on its Web site. It
shall also be deemed to have been received on the next business
day if transmitted by fax, e-mail or any other form of electronic
mail to the last known electronic address of the intended
recipient.
12.06
This Agreement shall be governed by and construed in accordance
with the laws of Quebec and the applicable laws of Canada and all
disputes concerning this Agreement and the obligations assumed by
the parties shall be resolved before such courts. The parties have
required that this Agreement and related documents be drafted in
English.
AFFILIATE COMMISSION SCHEDULE
This Commission Schedule is in effect.
a) A commission is payable to a Solo Build It! Affiliate for each customer referred who has purchased a new Product sold by SiteSell. Commissions are calculated as follows and paid after expiration of the product guarantee.
| Product | ||||
| # | Name | Version | Selling Price (USD) | Commission % |
| 1 | Solo Build It! (SBI!) | (Server-Side Software) | $399.99 (Annual) | *60% |
| 2 | Solo Build It! (SBI!) | (Server-Side Software) | $39.99 (Monthly) | *200% |
| 3 | SBI! for WP | (Software as a Service - SaaS) | $199.99 (Annual) | *60% |
| 4 | SBI! for WP | (Software as a Service - SaaS) | $24.99 (Monthly) | *100% |
| *30 Day Holding Period On
All Commissions |
||||
TOTAL MONTHLY PAYMENT
The Total Sales Commission that is payable to an Affiliate each month is calculated as follows...
| MONTHLY PAYMENT | |
| minus | REFUNDS |
| equals | TOTAL MONTHLY PAYMENT |
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