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Legal Document : Terms and Conditions. This agreement and any supplemental agreements entered into by the parties ("Agreement") contain the complete terms and conditions that apply to an individual's or entity's ("Program Applicant") participation in the DriveWerks.com, Inc. ("DriveWerks") Affiliate Partner Program ("Program"). As used in this Agreement, "we," "our" and "us" mean DriveWerks, and "you" and "your" mean the Program Applicant. "Site" and "website" mean a World Wide Web site and, depending on the context, refer either to our site or to the site that you will link to our site. 1. Enrollment in the Program. To begin the enrollment process, you must submit a complete Program Application ("Application") online and accept the terms and conditions of this Agreement. We will review your Application in good faith and will notify you of your acceptance or rejection. We may reject your Application if we determine (at our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include, but are not limited to those that: ** Contain sexually explicit materials ** Promote violence ** Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age ** Promote activities illegal under US law. ** Contain any libelous, defamatory or dispa raging materials ** Violate intellectual property rights ** Include "DriveWerks" or variations or misspellings thereof in their domain names ** Contain little or no original content ** Incorporate materials that infringe upon copyright, trademark or other intellectual property rights ** Practise parasitic marketing techniques including but not limited to shopping basket intercepts and deliberate tracking code overwriting If we accept your Application you will be considered an Affiliate Partner and will receive from us periodic email communications, such as newsletters, directed to all Platinum Partners. You may elect not to receive such communications by providing us with written notification to such effect. If we reject your Application, you may not participate in the Program, but you are welcome to reapply to the Program at any time. You should also note that if we accept your Application and your site is thereafter determined (at our sole discretion) to be unsuitable for the Program, we may terminate this Agreement. 2. Links When you are accepted to the Program, we will provide you with a variety of graphic and textual links from your site to our site ("Links") and guidelines and graphical artwork to use in creating such Links. As an Affiliate Partner, you may display these Links on your website subject to the terms and conditions contained herein. Links will serve to identify you as a member of the Program, will establish a connection from your site to our site, and shall link to any mutually agreed-upon area of our site, including our home page. Subject to the terms and conditions herein, you may display Links as often and in as many areas of your site as you desire. To ensure accurate tracking, reporting and referral fee and commission accrual, you are required to use, in all Links, special formats and graphics provided by us. You must ensure that each of the Links properly utilizes such special formats and graphics. Links pursuant to this Agreement which properly utilize such special formats and graphics are referred to as "Qualifying Links." You will only earn referral fees and commissions with respect to activity on our site occurring directly through Qualifying Links. We will not be liable to you with respect to any failure by you to use Qualifying Links, including to the extent that such failure results in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement. You agree that you will cooperate fully with us in order to establish and maintain Qualifying Links. You also agree that you will display in your site only those graphics or text (indicating a Link) that are provided by us, that you will display such graphics and/or text prominently in relevant sections of your site, and that you will substitute such graphics and/or text with any new graphics and/or text provided by us from time to time throughout the term of this Agreement. Each Link connecting users of your site to the pertinent area of our site shall in no way alter the look, feel, or functionality of our site. Any proposed use of non-Qualifying Links or alterations to Qualifying Links must be approved in writing by us before such Links may be used. We reserve the right to monitor your website at any and all times to ensure that you are in compliance with the terms and conditions of this Agreement. 3. Order Processing We will process product orders placed by users who follow Qualifying Links to DriveWerks's pages ("Users"). We reserve the right to reject orders that do not comply with our requirements. We will be responsible for all aspects of order processing and fulfillment, including order entry, payments processing, shipping, cancellations, returns, and handling customer service. We will track sales made to Users who purchase products using Qualifying Links and will make available to you reports summarizing this sales activity. The form, content and frequency of the reports may vary from time to time in our sole discretion. All personal information regarding the User is the sole and exclusive property of DriveWerks and shall not be provided to you as is required pursuant to DriveWerks's privacy policy. 4. Referral Fees and Commissions We will pay you, in accordance with Sections 4, 5 and 6 herein, a commission on sales of all products to Users. For a product sale to be eligible to earn a referral fee or commission, the User must (a) follow a Qualifying Link, (b) select and purchase the product using our online ordering system or through a DriveWerks Client Consultant using your partner tracking number within thirty (30) days of the initial click, (c) accept delivery of the product at the shipping destination, and (d) remit full payment to us. Purchases made using gift certificates are not eligible to earn referral fees or commissions. You will not be eligible to receive a referral fee or commission under the following circumstances: ** User places an order sixty (60) days or more after the most recent Qualifying Link. ** User places an order through our phone system and does not provide the Client Consultant with your partner tracking code for any reason. ** User has reentered our site through another partner's Qualifying Link, even if the user previously follows a Qualifying link from your site to our site. ** User to our website cannot be tracked by our online ordering system for any reason. Products that are eligible to earn referral fees under the rules set forth above are referred to as "Qualifying Products." 5. Referral Fee and Commission Schedule You will earn a referral fee on all Qualified Sales based upon the level of the program you belong to, there are multiple levels of the DriveWerks Affiliate Program. All program commissions are based on Net sales during a one month period. "Net Sales" means the total gross revenues paid upon the sales of Products, less shipping charges, handling charges, insurance, sales or use taxes, value added taxes, discounts, refunds, returns, adjustments, chargebacks and any and all similar fees, costs and expenses. Commissions for a month are based on the shipping date of a product not the order date. As DriveWerks sells a wide range of custom designed products the shipping date can sometime be up to 30 days. DriveWerks's 30-day return policy starts from the date that the product is shipped. 6. Referral Fee and Commission Payment On a monthly basis, we will pay you the Referral Fees and Commissions earned on Qualifying Products which were paid in full and delivered during that month. If the customer returns a Qualifying Product that generated a referral fee and/or commission, we will deduct the corresponding referral fee and/or commission from your payment. The payment will be sent approximately thirty (30) days following the end of each calendar month, provided that you have (a) earned at least $25 in Referral Fees and/or Commissions, (b) not breached any terms or conditions of this Agreement, (c) met the conditions set forth in Section 12 hereof and (d) you have previously provided us with a valid mailing address. If the Referral Fees and/or Commissions, net of returns, payable to you for any calendar month are less than one hundred dollars ($25), we will hold those Referral Fees and/or Commissions until the total amount due is at least one hundred dollars ($25) or (if earlier) until this Agreement is terminated. In the event that your balance is negative ("Negative Balance") as a result of returns, and you do not eliminate the Negative Balance within the longer of sixty (60) days or the end of the next calendar quarter, you will be invoiced by us. 7. Policies and Pricing Users who buy products through the Program will be deemed to be customers of DriveWerks. Accordingly, all DriveWerks rules, policies and operating procedures concerning customer orders, customer service, marketing, promotions, customer privacy and product sales will apply to such customers. We may change our policies, prices and operating procedures at any time in our sole discretion without notice. Product prices and availability may vary from time to time. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product. 8. Publicity You shall not create, publish or distribute any written material that makes reference to DriveWerks without first submitting such material to us and receiving our written consent, which we agree shall not be unreasonably withheld. 9. Licenses and Use of DriveWerks Logos, Trademarks and Content You agree to display the DriveWerks graphics and Qualifying Links on your homepage or other promotional location of your website. We grant you a nonexclusive, nontransferable, revocable right, without the right to sublicense: (i) to access our site through the Links solely in accordance with the terms of this Agreement; (ii) to use DriveWerks's trademarks, logos and similar identifying material relating to us (but only in the form(s) that have been provided to you by DriveWerks) (collectively, the "Licensed Materials") solely in connection with such Links, and solely for connecting your site to our site such that your users can purchase DriveWerks products. You may not alter, modify or change the Licensed Materials in any way. DriveWerks retains all of its rights, titles and interests in all of its text, images, trade names, trademarks, logos, copyrights, inventions, patents, trade secrets and all other intellectual property rights. Except as provided herein you agree that you have no right, title or interest in or to the Licensed Materials, or any of DriveWerks's proprietary materials. You agree not to apply for registration of any of the Licensed Materials (or any mark similar there to) anywhere around the world. You agree that you will not engage, participate or otherwise become involved in any activity or course of action that diminishes and/or tarnishes the image and/or reputation of DriveWerks or any of its Licensed Materials. We may revoke your license at any time, and this license shall terminate upon the effective date of the expiration or termination of this Agreement. You grant us a nonexclusive license to utilize your names, titles, logos, trademarks, web page screen shots and URLs (collectively, the "Affiliate Trademarks"), and to advertise, market, promote, and publicize in any manner our rights hereunder; provided, however, that we shall not be required to so advertise, market, promote, or publicize your website. This license shall terminate upon the effective date of the expiration or termination of this Agreement. 10. Ownership The Qualifying Links and all User data collected pursuant to this Agreement are, as between us and you, our property and we own all right, title and interest in the Licensed Trademarks and User data. 11. Responsibility for Your Site You shall be solely responsible for, and we disclaim all liability 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 ** The accuracy and propriety of all materials posted on your site ** Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party, including, but not limited to, copyrights, trademarks, patents, privacy, publicity or other personal or proprietary rights ** Ensuring that materials posted on your site are not libelous or otherwise illegal 12. Term of the Agreement This Agreement shall be effective upon our acceptance of your 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. Notice by e-mail to your address on our records is considered sufficient notice for termination of this Agreement. If this Agreement is terminated because (a) you violated the terms of this Agreement or (b) because your website is deemed by us to be objectionable (as described in accordance with Section 1 hereof), you are not eligible to receive any Referral Fees or Commissions, even for Referral Fees or Commissions that you earned prior to the date of your termination. If this Agreement is terminated for any other reason, then you shall be eligible to receive only those Referral Fees and Commissions generated prior to the termination of this Agreement. Referral Fees and Commissions earned prior to the termination of the Agreement shall remain payable only if the related Qualifying Product orders are not cancelled or returned to DriveWerks. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. 13. Modification 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 our site. Notice of any change to this Agreement delivered by e-mail, to your address of record, or the posting of a new agreement on our website is considered sufficient notice to you of a modification. Modifications may include but are not limited to, changes in the scope of available referral fees, commission schedules, payment procedures, procedures for linking to our site, and Program rules. All such modifications shall take effect 48 hours after we serve notice as provided above, unless we indicate otherwise. If a modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Program following our posting of a change will constitute your binding acceptance of the change. 14. Relationship of Parties Notwithstanding the use of the term "Affiliate Partner" herein, you and DriveWerks are independent contractors, and nothing in this Agreement creates 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. 15. Limitation of Liability We will have no liability of any sort arising from any interruptions or errors in our website. 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 liability arising with respect to this Agreement and the Program shall not exceed the total Referral Fees and Commissions paid or payable to you under this Agreement. 16. Representations and Warranties We hereby disclaim, and you hereby release us, from any and all liability for downtime or other interruptions in service regarding the links and/or our website. The links and Licensed Trademarks are provided to you "as is," without any warranty of any kind. We make no express or implied warranties or representations with respect to the Program or any products sold through the Program, including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage. In addition, we make no representation that the operation of our site will be uninterrupted or error-free. If, as a matter of law, we may not disclaim any warranty, the scope and duration of such warranty shall be the minimum permissible under applicable law. You hereby represent and warrant to us as follows: ** 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. ** 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. ** You are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to us the license hereunder, 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. ** No consent, approval, or authorization 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. ** There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against you, or any affiliate site 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 are not and shall not be a competitor of DriveWerks and agree not to share our confidential information with any competitors. 17. Indemnification You hereby agree to indemnify, defend and hold harmless DriveWerks and its subsidiaries and affiliates, and their officers, directors, employees, agents, affiliates, partners, members, other owners and successors, from and against any and all claims, demands, losses, liabilities, damages, judgments, settlements, costs and expenses (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "losses"), in so far as such losses or actions in respect thereof arise out of, are related to, 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, warranty, or breach of a covenant and agreement made by you herein; or (iii) any claim related to your site, including, but not limited to, the development, operation, maintenance and contents thereof. 18. Confidentiality Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information (a) is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than the receiving party, (b) was rightfully known to the receiving party as of the time of its disclosure, (c) is independently developed by the receiving party or (d) is subsequently learned from a third party who has the right to make such disclosure. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Act of 1933, as amended, and the rules and regulations promulgated there under, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated there under. 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 THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. 20. Miscellaneous This Agreement will be governed by the laws of the United States and the state of New York, 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 New York, New York, 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, inure to the benefit of and enforceable against the parties and their respective successors and assigns. If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. 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. This Agreement, including any supplemental agreements entered into by the parties, constitutes the entire agreement of the parties hereto with respect to its subject matter, supersedes all previous or inconsistent agreements, negotiations, representations and promises between the parties, written or oral, regarding the subject matter hereunder, and may only be amended by a writing signed by us. There are no oral or written collateral representations, agreements or understandings except as provided herein. Apply Now! Please click the button below to sign up. This link will open in a new browser.  We look forwards to working with you, if you have any questions at any time, just drop me a mail, chris.sanderson@drivewerks.com Cheers Chris |
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