PLEASE READ THE ENTIRE AGREEMENT.YOU MAY PRINT THIS
PAGE FOR YOUR RECORDS.THIS IS A LEGAL AGREEMENT BETWEEN YOU AND OFF THE GRID (OFFTHEGRID-US.COM). BY SUBMITTING THE
ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS
AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE
FOR EACH AND EVERY TERM AND CONDITION.
1. Overview: This Agreement
contains the complete terms and conditions that apply to you becoming an
affiliate in Offthegrid-us.com's Affiliate Program. The purpose of this
Agreement is to allow HTML linking between your web site and the Offthegrid-us.com
web site. Please note that throughout this Agreement, "we,"
"us," and "our" refer to Offthegrid-us.com, and
"you," "your," and "yours" refer to the affiliate.
2. Affiliate Obligations:
2.1. To begin the
enrollment process, you will complete and submit the online application at the Affiliatly.com
server. The fact that we auto-approve applications does not imply that we may
not re-evaluate your application at a later time. We may reject your
application at our sole discretion. We may cancel your application if we
determine that your participation is unsuitable for our Program, including if
2.1.1. Promotes sexually explicit
2.1.2. Promotes violence
2.1.3. Promotes discrimination based on
race, sex, religion, nationality, disability, sexual orientation, or age
2.1.4. Promotes illegal activities
2.1.5. Incorporates any materials which
infringe or assist others to infringe on any copyright, trademark or other
intellectual property rights or to violate the law
2.1.6. You use a domain that includes
"Off the Grid" or variations or misspellings thereof
2.1.7. Is otherwise in any way unlawful,
harmful, threatening, defamatory, obscene, harassing, or racially, ethnically
or otherwise objectionable to us in our sole discretion.
2.1.8. Contains software downloads that
potentially enable diversions of commission from other affiliates in our
2.1.9. You may not create or design your web
site or any other web site that you operate, explicitly or implied in a manner
which resembles our web site nor design your web site in a manner which leads
customers to believe you are Offthegrid-us.com or any other affiliated business.
2.1.10. If you underperform, which will
be at our discretion to determine.
2.2. As a member of Offthegrid-us.com's
Affiliate Program, you will have access to an affiliate account. Here you will
be able to review our Program’s details, have access to banner creatives, and
create links that will be associated with your affiliate account. In order to receive
credit for your sales, you need to use the links created with our link
reserves the right, at any time, to review your placement and approve the use
of Your Links and require that you change the placement or use to comply with
the guidelines provided to you.
2.4. The maintenance and
the updating of your promotional material will be your responsibility. We may
monitor your promotional material as we feel necessary to make sure that it is
up-to-date and to notify you of any changes that we feel should enhance your
2.5. It is entirely your
responsibility to follow all applicable intellectual property and other laws
that pertain to your promotional material. You must have express permission to
use any person's copyrighted material, whether it be a writing, an image, or
any other copyrightable work. We will not be responsible (and you will be
solely responsible) if you use another person's copyrighted material or other
intellectual property in violation of the law or any third party rights.
Rights and Obligations
3.1. We have the right
to monitor your promotional material at any time to determine if you are
following the terms and conditions of this Agreement. We may notify you of any
changes to your promotional material that we feel should be made, or to make
sure that your links to our web site are appropriate and to notify further you
of any changes that we feel should be made. If you do not make the changes to
your promotional material that we feel are necessary, we reserve the right to
terminate your participation in the Offthegrid-us.com Affiliate Program.
reserves the right to terminate this Agreement and your participation in the Offthegrid-us.com
Affiliate Program immediately and without notice to you should you commit fraud
in your use of the Offthegrid-us.com Affiliate Program or should you abuse this
program in any way. If such fraud or abuse is detected, Offthegrid-us.com shall
not be liable to you for any commissions for such fraudulent sales.
3.3. This Agreement will
begin upon our acceptance of your Affiliate application, and will continue
unless terminated hereunder.
4. Termination: Either you or we
may end this Agreement AT ANY TIME, with or without cause, by giving the other
party written notice. Written notice can be in the form of mail or email. In
addition, this Agreement will terminate immediately upon any breach of this
Agreement by you.
5. Modification: We may modify any
of the terms and conditions in this Agreement at any time at our sole
discretion. In such event, you will be notified by email. Modifications may include,
but are not limited to, changes in the payment procedures and Offthegrid-us.com's
Affiliate Program rules. If any modification is unacceptable to you, your only
option is to end this Agreement. Your continued participation in Offthegrid-us.com's
Affiliate Program following the posting of the change notice or new Agreement
on our web site will indicate your agreement to the changes.
uses a third party to handle all of the tracking and payment. The third party
is the Affiliatly.com affiliate network. Kindly review the network’s payment
terms and conditions.
7. Access to Affiliate
Account Interface: You will create a password so that you may enter Affiliatly’s
secure affiliate account interface. From their site you will be able to receive
your reports that will describe our calculation of the commissions due to you.
8. Promotion Restrictions
8.1. You are free to
promote your own web sites, but naturally any promotion that mentions Offthegrid-us.com
could be perceived by the public or the press as a joint effort. You should
know that certain forms of advertising are always prohibited by Offthegrid-us.com.
For example, advertising commonly referred to as "spamming" is
unacceptable to us and could cause damage to our name. Other generally
prohibited forms of advertising include the use of unsolicited commercial email
(UCE), postings to non-commercial newsgroups and cross-posting to multiple
newsgroups at once. In addition, you may not advertise in any way that
effectively conceals or misrepresents your identity, your domain name, or your
return email address. You may use mailings to customers to promote Offthegrid-us.com
so long as the recipient is already a customer or subscriber of your services
or web site, and recipients have the option to remove themselves from future
mailings. Also, you may post to newsgroups to promote Offthegrid-us.com so long
as the news group specifically welcomes commercial messages. At all times, you
must clearly represent yourself and your web sites as independent from Offthegrid-us.com.
If it comes to our attention that you are spamming, we will consider that cause
for immediate termination of this Agreement and your participation in the Offthegrid-us.com
Affiliate Program. Any pending balances owed to you will not be paid if your
account is terminated due to such unacceptable advertising or solicitation.
8.2. Affiliates that
among other keywords or exclusively bid in their Pay-Per-Click campaigns on
keywords such as offthegrid-us.com, Off the Grid, www.Off the Grid, www.offthegrid-us.com, and/or any misspellings or similar alterations of these –
be it separately or in combination with other keywords – and do not direct the
traffic from such campaigns to their own web site prior to re-directing it to
ours, will be considered trademark violators, and will be banned from Off the
Grid’s Affiliate Program. We will do everything possible to contact the
affiliate prior to the ban. However, we reserve the right to expel any
trademark violator from our affiliate program without prior notice, and on the
first occurrence of such PPC bidding behavior.
8.3. Affiliates are not
prohibited from keying in prospect’s information into the lead form as long as
the prospects’ information is real and true, and these are valid leads (i.e.
sincerely interested in Off the Grid’s service).
8.4. Affiliate shall not
transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,”
“Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,”
“Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from
the time the consumer clicks on a qualifying link until such time as the
consumer has fully exited Off the Grid’s site (i.e., no page from our site or
any Offthegrid-us.com’s content or branding is visible on the end-user’s
screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean
an application that (a) through accidental or direct intent causes the
overwriting of affiliate and non affiliate commission tracking cookies through
any other means than a customer initiated click on a qualifying link on a web
page or email; (b) intercepts searches to redirect traffic through an installed
software, thereby causing, pop ups, commission tracking cookies to be put in
place or other commission tracking cookies to be overwritten where a user would
under normal circumstances have arrived at the same destination through the
results given by the search (search engines being, but not limited to, Google,
MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory
engines); (c) set commission tracking cookies through loading of Off the Grid promotional
material in IFrames, hidden links and automatic pop ups that open Offthegrid-us.com’s
promotional material; (d) targets text on web sites, other than those web sites
100% owned by the application owner, for the purpose of contextual marketing;
(e) removes, replaces or blocks the visibility of Affiliate banners with any
other banners, other than those that are on web sites 100% owned by the owner
of the application.
9. Grant of Licenses
9.1. We grant to you a
non-exclusive, non-transferable, revocable right to (i) access our promotional
material through Affiliatly solely in accordance with the terms of this
Agreement and (ii) solely in connection with such links, to use our logos,
trade names, trademarks, and similar identifying material (collectively, the
"Licensed Materials") that we provide to you or authorize for such
purpose. You are only entitled to use the Licensed Materials to the extent that
you are a member in good standing of Offthegrid-us.com's Affiliate Program. You
agree that all uses of the Licensed Materials will be on behalf of Offthegrid-us.com
and the good will associated therewith will inure to the sole benefit of Offthegrid-us.com.
9.2. Each party agrees
not to use the other's proprietary materials in any manner that is disparaging,
misleading, obscene or that otherwise portrays the party in a negative light.
Each party reserves all of its respective rights in the proprietary materials
covered by this license. Other than the license granted in this Agreement, each
party retains all right, title, and interest to its respective rights and no
right, title, or interest is transferred to the other.
10. Disclaimer: OFFTHEGRID-US.COM
MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING OFFTHEGRID-US.COM
SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED
WARRANTIES OF OFFTHEGRID-US.COM ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO
REPRESENTATION THAT THE OPERATION OF OUR WEB SITE WILL BE UNINTERRUPTED OR
ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS
11. Representations and
Warranties: You represent and warrant that:
11.1. 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
11.2. You have the full
right, power, and authority to enter into and be bound by the terms and
conditions of this Agreement and to perform your obligations under this
Agreement, without the approval or consent of any other party;
11.3. You have
sufficient right, title, and interest in and to the rights granted to us in
12. Limitations of
Liability: WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT
MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY
OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,
SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR
GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL OFFTHEGRID-US.COM'S
CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT,
WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR
EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS
13. Indemnification: You hereby agree
to indemnify and hold harmless Offthegrid-us.com, and its subsidiaries and
affiliates, and their directors, officers, employees, agents, shareholders,
partners, members, and other owners, against any and all claims, actions,
demands, liabilities, losses, damages, judgments, settlements, costs, and
expenses (including reasonable attorneys' fees) (any or all of the foregoing
hereinafter referred to as "Losses") insofar as such Losses (or
actions in respect thereof) arise out of 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 or warranty or
breach of a covenant and agreement made by you herein, or (iii) any claim
related to your promotional material, including, without limitation, content
therein not attributable to us.
14. Confidentiality: All confidential
information, including, but not limited to, any business, technical, financial,
and customer information, disclosed by one party to the other during
negotiation or the effective term of this Agreement which is marked
"Confidential," will remain the sole property of the disclosing
party, and each party will keep in confidence and not use or disclose such
proprietary information of the other party without express written permission
of the disclosing party.
15.1. You agree that you
are an independent contractor, and nothing in this Agreement will create any
partnership, joint venture, agency, franchise, sales representative, or
employment relationship between you and Offthegrid-us.com. You will have no
authority to make or accept any offers or representations on our behalf. You
will not make any statement in Your Promotional material or elsewhere, that
reasonably would contradict anything in this Section.
15.2. Neither party may
assign its rights or obligations under this Agreement to any party, except to a
party who obtains all or substantially all of the business or assets of a third
15.3. This Agreement
shall be governed by and interpreted in accordance with the laws of the State
of New York without regard to the conflicts of laws and principles thereof.
15.4. You may not amend
or waive any provision of this Agreement unless in writing and signed by both
15.5. This Agreement
represents the entire agreement between us and you, and shall supersede all
prior agreements and communications of the parties, oral or written.
15.6. The headings and
titles contained in this Agreement are included for convenience only, and shall
not limit or otherwise affect the terms of this Agreement.
15.7. If any provision of this Agreement
is held to be invalid or unenforceable, that provision shall be eliminated or
limited to the minimum extent necessary such that the intent of the parties is
effectuated, and the remainder of this agreement shall have full force and