AFFILIATE TERMS AND CONDITIONS
Revision Date: January 2016
Website Affiliate Agreement
This agreement (the “Agreement”) is made between Mr. Konnect (the “Company”), and the Affiliate, and collectively, the “Parties” for participation in Mr. Konnect Affiliate Program.
Affiliate wishes to include certain materials promoting Mr. Konnect, and to include a link to Mr. Konnect’s website within those materials on Affiliate’s website;
NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agree as follows:
1. Promotional Materials. Mr. Konnect shall make available to Affiliate certain banner advertisements, button links, text links, and/or other graphic or textual material for display and use on the Affiliate website (the “Promotional Materials”). Affiliate shall display the Promotional Materials on Affiliate’s website prominently and as Affiliate sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement. Affiliate shall also include a link from the Promotional Materials to Mr. Konnect’s website, as specified by Mr. Konnect
2. Use of Promotional Materials. The Affiliate’s use and display of the Promotional Materials on the Affiliate’s site shall conform to the following terms, conditions and specifications:
Affiliate may not use any graphic, textual or other materials to promote Mr. Konnect’s website, products or services other than the Promotional Materials, unless Mr. Konnect agrees to such other materials in writing prior to their display.
Affiliate may only use the Promotional Materials for the purpose of promoting Mr. Konnect’s website (and the products and services available thereon), and for linking to Mr. Konnect’s website.
Affiliate will not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by Mr. Konnect If Affiliate wishes to alter or otherwise modify the Promotional Materials, Affiliate must obtain prior written consent from Mr. Konnect for such alteration of modification.
The Promotional Materials will be used to link only to Mr. Konnect's website, to the specific page and address as specified by Mr. Konnect
3. License. Mr. Konnect hereby grants to Affiliate a nonexclusive, nontransferable license (the “License”) to use the Promotional Materials as specified under the terms and conditions of this Agreement. The term of the License shall expire upon the expiration or termination of this Agreement.
4. Intellectual Property. Mr. Konnect retains all right, ownership, and interest in the Promotional Materials, and in any copyright, trademark, or other intellectual property in the Promotional Materials. Nothing in this Agreement shall be construed to grant Affiliate any rights, ownership or interest in the Promotional Materials, or in the underlying intellectual property, other than the rights to use the Promotional Materials granted under the License, as set forth in Section 3.
5. Relationship of Parties. This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Mr. Konnect and Affiliate. Affiliate shall provide services for Mr. Konnect as an independent contractor. Affiliate shall have no authority to bind Mr. Konnect into any agreement, nor shall Affiliate be considered to be an agent of Mr. Konnect in any respect.
6. Commissions. In exchange for Affiliate’s display of the Promotional Materials, and for Affiliate’s compliance with and performance of the terms and conditions of this Agreement, Mr. Konnect shall pay to Affiliate a commission (the “Commission”) in the amount of a percentage of product sold to a user that accesses Mr. Konnect's website through a link on Affiliate’s website by using a Mr. Konnect link. The current program includes tiered pricing. The percentage is subject to change by the Mr. Konnect at any time. Notification to Affiliate of any change in commission percentage will be given by Mr. Konnect at the email address on hand for the Affiliate. Commission will be based on purchases made by a user for only New purchases for the life of the registered user.
Mr. Konnect shall keep accurate and up-to-date records of the data used to determine the total amount of Commissions owed to Affiliate. Affiliate shall be given reasonable access to these records upon request, and is available through the affiliate area on the member page at
http://www.weavegotit.ca Any discrepancy between the amount of Commissions owed according to these records, and the actual amount of Commissions paid to Affiliate in any period or periods shall be rectified by Mr. Konnect within 14 days of discovering such discrepancy.
Commissions are paid to Affiliate on the 15th and last business day of each month.
In the event that Affiliate materially breaches this Agreement and Mr. Konnect terminates this Agreement within 30 days of such breach, then any accrued and payable Commissions owing to Affiliate shall be forfeited, and Mr. Konnect shall not be obligated to pay such Commissions to Affiliate.
7. Affiliate’s Representations and Warranties. Affiliate represents and warrants the following:
Affiliate has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in this Agreement.
Affiliate’s website does not contain any materials that are:
Offensive, profane, hateful, threatening, harmful, defamatory, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);
Graphically violent, including any violent video game images; or
Solicitous of any unlawful behaviours
Affiliate has obtained any necessary clearances, licenses, or other permission for any intellectual property used on Affiliate’s website. Nothing on Affiliate’s website infringes upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infringement, nor does Affiliate have any reason to believe that any person or entity will bring or threaten such a claim in the future.
Affiliate will not use the Promotional Materials in any manner other than those set forth in Section 2 above.
Affiliate will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property therein.
Affiliate will not publish or otherwise distribute any advertising materials for Affiliate’s website that reference Mr. Konnect or Mr. Konnect's website unless Mr. Konnect gives prior written consent to the distribution of such materials.
Affiliate will not use Mr. Konnect's name (or any name that is confusingly similar to Mr. Konnect’s name) for any purpose on its website, in its promotional materials, or in any other context except to promote Mr. Konnect’s website as specified in this Agreement. Affiliate will not register any domain name that incorporates Mr. Konnect’s name, or that is confusingly similar to Mr. Konnect’s name.
Affiliate will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing Mr. Konnect or Mr. Konnect ’s website.
8. Indemnification. Affiliate shall indemnify Mr. Konnect and hold harmless Mr. Konnect from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of Affiliate’s warranties set forth in Section 7 above. Affiliate shall also indemnify and hold harmless Mr. Konnect for any damage, loss or other cost arising out of the use or misuse by Affiliate of the Promotional Materials.
9. Confidentiality. Any information that Affiliate is exposed to by virtue of its relationship with Mr. Konnect under this Agreement, which information is not available to the general public, shall be considered to be “Confidential Mr. Konnect Information.” Affiliate may not disclose any Confidential Mr. Konnect Information to any person or entity, except where compelled by law, unless Affiliate obtains prior written consent for such disclosure from Mr. Konnect
10. Term. This Agreement shall take effect immediately, and shall remain in full force and effect indefinitely, or until terminated pursuant to this Section 10.
Either Party shall have the right to terminate this Agreement at any time and for any cause. The terminating Party must give written notice to the other Party at least 30 days prior to the intended date of termination.
11. Taxes. Mr. Konnect shall not be responsible for any taxes owed by Affiliate arising out of Affiliate’s relationship with Mr. Konnect as set forth in this Agreement. Mr. Konnect shall not withhold any taxes from the Commissions paid to Affiliate. A 1099 Tax Form will be provided to the Affiliate.
12. Limitation of Liability. Mr. Konnect shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs associated with the procurement of substitute goods or services (whether Mr. Konnect was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of service, termination of this Agreement, use or misuse of the Promotional Materials, or other performance of services under this Agreement.
13. Counterparts. This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.
14. Severability. If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
15. Coupon Code Marketing Guidelines. Affiliates are permitted to use active coupon codes provided exclusively through the Mr. Konnect Affiliate Program. Affiliates are not permitted to promote unauthorized coupon codes, codes that are exclusive to other affiliates, codes provided in customer-oriented newsletters or other promotional codes from Mr. Konnect’s non-affiliate program marketing efforts. Use or attempted use of any coupon code received from any source other than directly from the Mr. Konnect Affiliate Program will result in lost commissions and/or removal from the program.
16. Entire Agreement. This Agreement constitutes the entire agreement between Mr. Konnect and Affiliate, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.
17. Headings. The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.
18. Cookie-Stuffing, forced clicks, etc. is not permitted. “Cookie stuffing” is an unlawful strategy of generating affiliate sales. (IE: Use of cookie stuffing to cause tracking systems to conclude that a user has clicked through a qualifying affiliate link – and to pay commissions accordingly- even if the user has not actually clicked through any such link). Affiliates found using, employing or receiving this strategy will be immediately revoked and all commissions will be forfeited. By filling out the application form you acknowledge that you have read and agree with the Mr. Konnect Affiliate Program terms and conditions.
By signing up, you acknowledge that you have read and agree with the Mr. Konnect Affiliate Program terms and conditions.
