|Terms of Services for Affiliates|
WEBSITE AFFILIATE PROGRAM AND PAY PER CLICK POLICY
TERMS AND CONDITIONS
Please read these terms and conditions carefully as they constitute a legal agreement between you and our company upon your acceptance into our affiliate program. By applying for and being accepted into our affiliate program, you agree to be bound by all of the terms and conditions set forth in this agreement.
THIS AFFILIATE AGREEMENT (the "Agreement) is made between Paul Wilson Enterprises Inc, a Nevada Corporation (the "Company"), and (the "Affiliate," and collectively, the "Parties"). WHEREAS Affiliate wishes to include certain materials promoting Company, and to include a link to Company'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. Person may not sign up to become an affiliate for the sole purpose of receiving a discount on Ignition Golf or Swing Machine Golf products for themselves, friends or family members.
2. Promotional Materials. Company shall make available to Affiliate certain banner advertisements, text links, and/or other graphic or textual material for display and use on the Affiliate website (the "Promotional Materials"). Affiliate shall prominently display the Promotional Materials on Affiliate's website subject to the terms and conditions of this Agreement. Affiliate shall also include a link from the Promotional Materials to Company's website, as specified by Company.
3. 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:
a. Affiliate may not use any graphic, textual or other materials to promote Company's website, products or services other than the Promotional Materials, unless Company agrees to such other materials in writing prior to their display.
b. Affiliate may only use the Promotional Materials for the purpose of promoting Company's website (and the products and services available thereon), and for linking to Company's website.
c. The Promotional Materials will be used to link only to Company's website, to the specific page and address as specified by Company.
d. Affiliate will not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by Company. If Affiliate wishes to alter or otherwise modify the Promotional Materials, Affiliate must obtain prior written consent from Company for such alteration of modification.
4. License. Company 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.
5. Intellectual Property. Company 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 4.
6. Relationship of Parties. This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Company and Affiliate. Affiliate shall provide services for Company as an independent contractor. Affiliate shall have no authority to bind Company into any agreement, nor shall Affiliate be considered to be an agent of Company in any respect.
7. Order Processing: The Company shall process orders placed by customers who follow the Links from Affiliate's Web site to the ignitiongolf.com or swingmachinegolf.com website(s). We reserve the right, in our sole discretion, to reject orders that do not comply with requirements established from time to time. All aspects of order processing and fulfillment, including order entry, customer service, cancellations, returns and payment processing will be Company's responsibility.
8. Commissions: In consideration of Affiliate's display of the Promotional Materials and compliance with and performance of the terms and conditions of this Agreement, Company shall pay to Affiliate a commission (the "Commission") as set forth in this section.
1. A Commission will be paid to Affiliate in the amount of 30% per sale (not including tax or shipping) on individual products and 25% on product bundles listed on Company's website if the customer's initial order is tracked as originating from Affiliate's Link from the time of the Link to the time of the sale (the "initial sale").
2. For the initial sale to generate commissions payable under this section, the customer must follow Affiliate's Link to Company's Web site, purchase Company products using Company's online ordering system, accept delivery of the product at the shipping destination, and remit full payment to Company. However, no Commission will be paid for orders that are refunded, not paid for, undeliverable or payment for which is credited to any customer. If a product sale that generated Commission is refunded to the customer, Company will deduct the corresponding Commission from Affiliate's next monthly payment.
3. The Affiliate shall be entitled to a Commission arising from customer's purchase of Company products for a period of 90 days from the initial sale regardless whether customer accesses Affiliate's link for subsequent orders; provided, however, if customer uses a different Affiliate link during the 90-day period, the original Affiliate shall no longer be entitled to Commissions.
4. Company 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. 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 Company within 30 days of discovering such discrepancy. Affiliate shall immediately inform The Company of any suspected problems in the tracking code immediately.
5. Company shall pay all Commissions accrued and payable to Affiliate within 30 days of the first day of each month (the "Commission Payment Date"). If on any Commission Payment Date, the amount of total Commissions accrued and payable to Affiliate is less than $25.00, then such accrued and payable balance shall be held over to the following month.
6. In the event that Affiliate materially breaches this Agreement and Company terminates this Agreement due to such breach, then any accrued and payable Commissions owing to Affiliate shall be forfeited, and Company shall not be obligated to pay such Commissions to Affiliate.
9. Affiliate's Representations and Warranties. Affiliate represents and warrants the following:
a. 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.
b. Affiliate's website includes mostly unique, original content as opposed to scraped content from other websites solely for the purpose of displaying affiliate ads and generating commissions. If you feel your site includes scraped content but in a unique way please contact us through the email address below for approval.
c. Affiliate's website does not contain any materials that are: Sexually explicit, obscene, or pornographic (whether in text or graphics), Offensive, profane, hateful, threatening, harmful, defamatory, libelous, 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 behavior.
d. 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.
e. Affiliate will not use the Promotional Materials in any manner other than those set forth in Section 3 above.
f. Affiliate will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property therein.
g. Affiliate will not publish or otherwise distribute any advertising materials for Affiliate's website that reference Company or Company's website unless Company gives prior written consent to the distribution of such materials. Affiliate will not use Company's name (or any name that is confusingly similar to Company's name) for any purpose on its website, in its promotional materials, or in any other context except to promote Company's website as specified in this Agreement.
h. Affiliate will not register any domain name that incorporates Company's name, or that is confusingly similar to Company's name.
i. Affiliate will not engage in the distribution of any unsolicited bulk emails (spam) in any way identifying or referencing Company or Company's website.
j. Company has the right, in its sole discretion, to monitor Affiliate's Web site to determine if it is in compliance with the terms of this Agreement.
10. Indemnification. Affiliate shall indemnify Company and hold harmless Company from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of this Agreement, including Affiliate's warranties set forth in Section 8 above. Affiliate shall also indemnify and hold harmless Company for any damage, loss or other cost arising out of the use or misuse by Affiliate of the Promotional Materials.
11. Confidentiality. Any information that Affiliate obtains by virtue of its relationship with Company under this Agreement, which information is not available to the general public, shall be considered to be "Confidential Company Information." Affiliate may not use or disclose any Confidential Company Information to any person or entity, except where compelled by law, unless Affiliate obtains prior written consent for such disclosure from Company.
12. Non-Exclusive: This is a non-exclusive agreement. Either party may enter into similar agreements with other parties.
1. This Agreement shall take effect once Affiliate's application has been submitted, its web-site has been reviewed, and approval provided to Affiliate by Company. Once approved, this Agreement shall commence and shall remain in full force until terminated pursuant to this Section 4 above.
2. Either Party shall have the right to terminate this Agreement without cause at any time.
14. Taxes. Company shall not be responsible for any taxes owed by Affiliate arising out of Affiliate's relationship with Company as set forth in this Agreement. Company shall not withhold any taxes from the Commissions paid to Affiliate.
15. LIMITATION OF LIABILITY. COMPANY 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 COMPANY 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.
16. Governing Law. This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of Nevada, without regard to conflicts of law principles.
17. 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.
18. 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.
19. Notice. Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service, addressed as follows: If to Company: Paul Wilson Enterprises Inc., 10120 W Flamingo Rd Suite 4-357, Las Vegas, NV 89148. If to Affiliate: At the address Affiliate provides in its online Affiliate account application.
20. Headings. The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.
21. Entire Agreement. This Agreement constitutes the entire agreement between Company 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. Company may modify the terms of this agreement in writing by giving 10 days written notice to Affiliate.
Pay Per Click Policy
1. Allowed Search Engines. Bidding is allowed on Google, Yahoo, MSN and other search engines with a few restrictions listed herein.
2. Keywords, Pay Per Click advertising, and domain names. You may not bid on or display keywords and domain names involving the product name "Ignition Golf" or “Swing Machine Golf” and variations and misspellings thereof for use in any search engine, portal, sponsored advertising service or other search or referral service.
Specifically, this policy prohibits You from:
a. Bidding on the product name, "Ignition Golf", and any keyword string that includes this term. For example, "Ignition Golf DVDs", "Ignition Golf videos", "Ignition Golf Instruction", "Ignition Golf Short Game Videos", "Ignition Golf Products", "Ignition Golf Lessons" or bidding on the product name "Swing Machine Golf", and any keyword string that includes this term. For example,"Swing Machine Golf DVDs", "Swing Machine Golf videos", "Swing Machine Golf Instruction", "Swing Machine Golf Short Game Videos", "Swing Machine Golf Products", "Swing Machine Golf Lessons", etc.; etc.; and
b. Bidding on variations of Ignition Golf's or Swing Machine Golf's product name: for example "Ignition Golf", "IgnitionGolf.com", www.IgnitionGolf.com", “ignition-golf", www.Ignition Golf", "ww.Ignition Golf.com", "www,Ignition Golf.com", "ignition.golf", "wwwIgnitionGolf.com", "ignitionfolg", other misspellings, "Swing Machine Golf", "SwingMachineGolf.com", www.SwingMachineGolf.com", "swing-machine-golf", "Swing Machine", www.Swing Machine Golf", "ww.Swing Machine Golf.com", "swing-machine-golf.com", "www,Swing Machine Golf.com", "swing.machine.golf", "wwwSwingMachineGolf.com", "swingma-chinefolg", other misspellings etc.
c. Purchasing domain names based on Ignition Golf's or Swing Machine Golf's product name or variations of Ignition Golf's product name: for example "ignitionfolf.com", "ignitiongolg.com", "ingitiongolf.com", "IgnitionGolfproducts.com", "IgnitionGolfDVDs.com" "swingmachinefolf.com", "swingmachinegolg.com", "singma-chinegolf.com", "SwingMachineGolfproducts.com", "SwingMachineGolfDVDs.com" etc.
d. Purchasing Pay Per Click advertising containing Ignition Golf's or Swing Machine Golf's trademarks or variations of Ignition Golf's product name: for example "ignitiongolfer.com", "ignitiongolfing.com", "IgnitionGolk.com", "IgnitionGolfproducts.com", "swingmachinegolfer.com", "swingmachinegolf-ing.com", "Swing Machine Golk.com", "SwingMachineGolfproducts.com", etc.
If the Company determines, in its sole discretion, that You have purchased or attempted to purchase "Ignition Golf" or "Swing Machine Golf" keywords or domain names, or one of the three cited examples above, then the Company may (without limiting any other remedies available to it) pursue any or all of the following actions:
i. Withhold all compensation otherwise payable to You beginning with the date on which You purchased the prohibited trademarked terms;
ii. Remove You from the Ignition Golf affiliate Program permanently; and/or
iii. Contact the search engine in which your ad was found to ask that these ads be removed immediately and permanently.
3. Direct to Merchant / Landing Pages. Direct to Merchant bidding is permitted on Google, Yahoo, and MSN and other search engines so long as our domain is not used as the display URL. Direct to Merchant is defined as any PPC advertisement that goes through an affiliate link direct to www.ignitiongolf.com or www.swingmachinegolf.com instead of to an affiliate landing page.
Domain misspellings are not allowed in the display URL for direct to merchant advertising including but not limited to www.ignitiongolf.net, www.ignitiongolf.org, or www.swingmachinegolf.net, www.swingmachinegolf.org, etc.
4. Geo-Targeting. Geo-Targeting is allowed on all search engines so long as all policies regarding display URL are followed:
1. Geo-Targeting to avoid enforcement of the Ignition Golf PPC Policy is strictly prohibited and grounds for immediate removal and reversal of all commissions up to 30 days prior to the date of the PPC violation.
2. International Geo-Targeting is allowed so long as the advertisement is truthful in Ignition Golf international policies.
3. International affiliates may not use the Company display URL on any search engine including but not limited to www.ignitiongolf.com, www.ignitiongolf.co.uk, www.ignitiongolf.ca, and any related misspellings.
5. Ad Copy Restrictions. Truth in Advertising. All affiliates are required to be truthful about any advertisement representing Ignition Golf including information surrounding discounts or sales offers. Do not represent your advertisement as an official Ignition Golf endorsed advertisement or site.
6. Exclusions, Penalties, and Notifications. The Company reserves the right to exclude any or all of our PPC policy for individual affiliates at our sole discretion. Excluded affiliates will be required to agree via signed contract to any exclusion permitted herein. Do not assume exclusion via verbal or written communication.
Affiliates will receive one warning and be given 72 business hours to comply with any PPC violations. A 2nd violation will result in termination of the affiliate relationship and may be cause for reversal of past commissions earned up to 30 days prior to the 2nd violation.
From time to time, the Company may review the PPC policy for changes in the way search engines operate or changes in the Company's philosophy. Any changes made to the PPC Policy will be announced via email to the affiliates and posted on the Ignition Golf or Swing Machine Golf website. Affiliates will be given no less than 7 business days to comply with any new PPC terms before a 1st violation will be cited on the affiliates account.
7. Reporting Violations. Violations of this PPC Policy may be reported to email@example.com. Please have all applicable proof in your email including but not limited to screen shots of the ad, geographical location of the ad, URL/Network tracking information, and search engine where the ad was found.
If you have any questions or concerns about our PPC policy please contact us through the above email.