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| REI Wise Affiliate Agreement | ||
This Agreement contains the complete terms and conditions that apply to an
individual's or entity's participation in the REI Wise Affiliate Program (the
"Program"). As used in this Agreement, "we" means REI Wise and "you" means the
applicant. "Site" means a World Wide Web site and, depending on the context,
refers either to the REI Wise site or to the site that you will link to it.
To enroll, you must submit a complete REI Wise application via our site. We will evaluate your application in good faith and will notify you of your acceptance or rejection in a timely manner. We may reject your application if we determine (at our sole discretion) that your site is unsuitable for REI Wise for any reason, including, but not limited to, inclusion of content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable. If we reject your application, you are welcome to reapply to REI Wise at any time. Once you have been notified that your site has been accepted as an REI Wise Affiliate, you may use the following link to the REI Wise home page from your own site. We will provide you with the instructions and graphical artwork to use in linking to our home page. We will process purchases of REI Wise products placed by customers who follow special links from your site to REI Wise. We reserve the right to reject purchases that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of the putchase and fulfillment. We will track sales made to customers using the link(s) from your site to ours and will make reports available summarizing this sales activity. The form and content of the reports may vary from time to time at our discretion. To permit accurate tracking, reporting, and commission accrual, you must ensure that the special link(s) between your site and our site are properly formatted. You will earn commissions based on the number purchases of REI Wise products Our current commission is $20.00 per purchase. Commissions are paid on a quarterly basis. Approximately 30 days following the end of each calendar quarter, we will send you a check for the commissions earned on purchase during that quarter, less any taxes that we are required by law to withhold. However, if the commissions payable to you for any calendar quarter are less than $100.00, we will hold those fees until the total amount due is at least $100.00 or (if earlier) until this Agreement is terminated. As an REI Wise Affiliate, your private account information is available on-line at reiWise.com for you to review sales activity resulting from your website. Your private Affiliate account is set up upon acceptance of your enrollment in the program. Customers who purchase REI Wise products through this Program will be deemed to be customers of REI Wise. Accordingly, all REI Wise rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. In addition, product prices and availability may vary from time-to-time. REI Wise grants you a nonexclusive, revocable right to use its banner and/or links for which we grant express permission, solely for the purpose of generating product sales. You may not modify these banners or links in any way. We reserve all of our rights in the ads, any other images, our trade names and trademarks, and all other intellectual property rights. We may revoke your license at any time by giving you written notice. You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. This includes the technical operation of your site and all related equipment. You must ensure that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights) and that they are not libelous or otherwise illegal. We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site. You agree to use the banners provided by REI Wise and you also agree to not modify or resize them in any way. The term of this Agreement will begin 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. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all other materials provided by or on behalf of us to you in connections with the program. You are only eligible to earn commissions occurring during the term of this agreement. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. REI Wise may modify any of the terms and conditions contained in this Agreement, at any time and at our sole discretion, by posting a change notice on your account information or a new agreement on our site. Modifications may include, but are not restricted to, changes in the commission per sales, payment procedures, and Program rules. IF ANY 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 NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF ANY AND ALL CHANGES. You and we are independent contractors, and nothing in this Agreement will create 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. 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 will not exceed the total commissions paid or payable to you under this Agreement. 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, non-infringement, 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, and we will not be liable for the consequences of any interruptions or errors. 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. This Agreement will be governed by the laws of the United States and the state of Illinois, 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 Chicago, Illinois, 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 be enforceable against the parties and their respective successors and assigns. 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. |