This Affiliate Agreement (“Agreement“), dated as of when the “Affiliate” applies for the “Affiliate Program” (the “Effective Date“), is by and between FP Group, LLC, the product owner and product publisher (“FeedbackWhiz” or “we“), and the Affiliate (“Affiliate” or “you“).
WHEREAS, FeedbackWhiz wishes to provide Affiliate a commission for customer referrals (the “Referrals“) pursuant to the terms and conditions set forth in this Agreement (the “Affiliate Program“).
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, the parties agree as follows:
We may modify any of the terms and conditions within this Agreement at any time and at our sole discretion. These modifications may include, but are not limited to, changes in the scope of Commissions (as defined below), payment procedures set forth in Section 5 and Affiliate Program rules. If any of the modifications are UNACCEPTABLE TO YOU, your only recourse is to terminate this Agreement. Your CONTINUED PARTICIPATION IN THE AFFILIATE PROGRAM upon notice of such modification will be deemed to be acceptance of the modification.
To enroll in the Affiliate Program, you must sign up online through FeedbackWhiz’s website. Upon approval by FeedbackWhiz, FeedbackWhiz shall maintain an account for Affiliate (the “Affiliate Account“).
3. Affiliate Link
Affiliate will be issued a special URL once you become an approved member of the FeedbackWhiz Affiliate Program (“Affiliate Link“), which will be unique to you and you only, and will allow you to receive Commission for Referrals.
Affiliate will receive a commission equal to 20% of the net proceeds received by FeedbackWhiz (“Commission“) related to orders placed through a qualified and properly coded Affiliate Link or orders using the Affiliate’s promo code (“Promo Code“) (unless noted otherwise for a particular product). Commission may change at the discretion of the FeedbackWhiz.
For a sale to generate Commission to an Affiliate, the referred customer must complete a plan selection and remit payment for the product ordered through the secure order system on the FeedbackWhiz website. Word of mouth referrals will not result in Commission being generated. Commissions will only be paid on sales that are made when the customer clicks through Affiliate Links or enters a Promo Code. Affiliate Links and Promo Codes are the sole responsibility of the Affiliate.
FeedbackWhiz shall pay Commission to Affiliate in U.S. Dollars via a PayPal account and/or physical check as nominated by Affiliate in the name of the party and address provided by Affiliate. Commission will be paid on or about the [1st] day of each month. If during any calendar month Commission does not exceed [twenty-five dollars ($25.00)], then you may not receive payments until the following calendar month during which your aggregate Commission equals or exceeds said amount or until the termination of this Agreement, whichever occurs earlier. No payment will be made to Affiliate for sales that result in refunds or returns and, at its own discretion, FeedbackWhiz may elect to withhold payment for a reasonable time to ensure against cancellations or refunds. It is the responsibility of Affiliate to update their account to ensure proper Commission payments. We will not resend payments returned due to incorrect payment information.
6. Order Fulfillment
FeedbackWhiz will be solely responsible for processing every order placed by a customer via Affiliate Links. Affiliates are not authorized to collect payments or sell any FeedbackWhiz products from other websites as a “reseller” and no “resale” rights are granted in any way. Affiliates are not authorized to sell any of FeedbackWhiz products on eBay or other auction sites. Affiliates are not authorized to give away copies of any of FeedbackWhiz products. FeedbackWhiz will be solely responsible for all customer service inquiries. Affiliate understands and acknowledges that no physical products will be shipped.
Customers who purchase products and services through the FeedbackWhiz Affiliate Program will be deemed to be customers of FeedbackWhiz. Accordingly, all rules, policies, and operating procedures concerning customer orders and service will apply to such customers. We may change our policies and operating procedures at any time. Prices and availability of our products and services may vary from time to time. FeedbackWhiz policies solely determine the price paid by the customer.
7. Qualifying Sites
FeedbackWhiz reserves the right to refuse entry into the FeedbackWhiz Affiliate Program based on site content. Sites that do not qualify for the Affiliate Program include sites which:
- Promote sexually explicit materials;
- Promote violence;
- Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
- Promote illegal activities;
- List coupon codes or discounts that were NOT officially provided to Affiliate by FeedbackWhiz. Want to promote a coupon? Contact us and we can work with you. You may NOT promote coupon codes you may have found elsewhere online. Doing so can result in the termination of your Affiliate Account and withholding of affiliate payments for violating this Agreement; or
- Infringe or otherwise violate any copyright, trademark, or other intellectual property rights of FeedbackWhiz or any other site.
8. Permitted Usage
Affiliates are permitted to use the graphical banners and design resources located at feedbackwhiz.com/affiliates. If a specific size banner ad is not available, Affiliate may contact the Affiliate Program manager at “firstname.lastname@example.org” and request a new banner graphic be added to the available resources.
9. Prohibited Usage
The following uses are prohibited and are grounds for immediate termination of the Affiliate Account:
- Affiliate MAY NOT use the FeedbackWhiz logo, logo marks or other FeedbackWhiz website/branding imagery in a header graphic or in any ways as to indicate they are officially affiliated or partnered with FeedbackWhiz without express permission of FeedbackWhiz;
- Affiliates MAY NOT use the term “FeedbackWhiz” trademark, name or any of our intellectual property (OR any variations, misspellings, or terms confusingly similar to any of the foregoing) in ANY variation in their site URL, without express permission of FeedbackWhiz ex. “google.com/feedbackwhiz”;
- Affiliates MAY NOT use the term “FeedbackWhiz,” trademark, name or any of our intellectual property (or any variations, misspellings, or terms confusingly similar to any of the foregoing) for any bids for keywords or Google adwords (or similar programs at other search engines), in any search engine advertising (paid or otherwise), in any metatags, Google adwords (or similar programs at other search engines), key words, advertising, search terms, code, or otherwise; cause or create or act in any way that causes or creates or could cause or create any “initial interest confusion” over the use of our IP on the internet or in any search engine advertising; and use any social media, SEO, PPC or SEM to promote the service, without express permission of FeedbackWhiz;
- Affiliates MAY NOT promote coupon codes that were not provided to them personally by FeedbackWhiz. You may NOT promote coupon codes you may have found elsewhere online. Doing so can result in the termination of your Affiliate Account and withholding of affiliate payments for violating our Agreement; and
- Affiliates MAY NOT host or promote “coupon stacking” sites where customers may combine coupons to receive additional discounts.
10. FeedbackWhiz Anti-Spam Policy
FeedbackWhiz strictly prohibits affiliates from using spam e-mail and other forms of Internet abuse (including spamming forums, blogs, Twitter, Facebook and other social media outlets) to seek sales. Spam is defined as including, but not limited to, the following:
- Electronic mail messages addressed to a recipient with whom the sender does not have an existing business or personal relationship or is not sent at the request of, or with the express consent of, the recipient through an opt-in subscription.
- Messages posted to Usenet, forums, Twitter, Facebook and message boards that are off-topic (unrelated to the topic of discussion), cross-posted to unrelated newsgroups, posted in excessive volume, or posted against forum/message board rules. Be conscious of forum rules. If a forum owner or moderator complains that Affiliate has spammed, the Affiliate Account may be permanently terminated after investigation.
- Content posted on free blog websites for the sole purpose of keyword spamming, or comments posted to legitimate blogs that violate the comment policy of the blog owner.
- Solicitations posted to chat rooms, or to groups or individuals via Internet Relay Chat or “Instant Messaging” system.
- Certain off-line activities that, while not considered spam, are similar in nature, including distributing flyers or leaflets on private property or where prohibited by applicable rules, regulations, or laws.
- FeedbackWhiz, may undertake, at its sole discretion and with or without prior notice, the following enforcement actions:
- Account Termination: Upon the receipt of a credible complaint, the FeedbackWhiz Affiliate Program manager may investigate the complaint, and if necessary, will then terminate the Affiliate Account of the individual implicated in the abuse. Termination results in the immediate closure of the member and Affiliate Account, the loss of all referrals and the forfeiture of any unpaid money related to the Affiliate Account. At FeedbackWhiz discretion, termination may not only result in being banned from the Affiliate Program, but also being banned from ANY other internal affiliate programs.
If you wish to report a violation of our Anti-Spam Policy, please forward all relevant evidence to our customer service department at email@example.com.
11. Relationship of Parties
Affiliates are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment or fiduciary relationship between the parties. Affiliates have no authority to make or accept any offers or representations on our behalf. Affiliates will not make any statement, whether on their sites or otherwise, that would reasonably be believed to contradict this statement.
12. Term and Termination
The term of this Agreement will begin as of the Effective Date of this Agreement and will end when terminated by either party at any time, with or without cause. Upon the termination of this Agreement for any reason, all rights granted hereunder shall immediately terminate and you will immediately cease use of, and remove from Affiliate’s website, all links to the FeedbackWhiz websites, all FeedbackWhiz trademarks and logos, other FeedbackWhiz marks and all other materials provided in connection with this Affiliate Program.
13. Limitation of Liability
FeedbackWhiz will not be liable for indirect, special or consequential damages (or any loss of revenue, profits, expenditures or data) arising in connection with this Agreement or the Affiliate 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 Affiliate Program will not exceed the total Commissions paid or payable to Affiliate under to this Agreement.
We make no express or implied warranties or representations with respect to the Affiliate Program or Affiliate’s potential to earn income from the Affiliate Program. In addition, we make no representation that the operation of the websites or the Affiliate Links will be uninterrupted or error-free, and FeedbackWhiz will not be liable for the consequences of any interruptions or errors.
Affiliate shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation, or reorganization involving Affiliate (regardless of whether Affiliate is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations, or performance under this Agreement for which FeedbackWhiz’s prior written consent is required. Any purported assignment, delegation, or transfer in violation of this Section 16 is void.
16.1 Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.
16.2 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or will confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.
16.3 Binding Agreement. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
16.3 Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal Laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of laws of any other. Any legal suit, action, or proceeding arising out of or related to this Agreement will be instituted exclusively in the federal courts of the United States or the courts of the State of California, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein will be effective service of process for any suit, action, or other proceeding brought in any such court.
16.4 Waiver of Jury Trial. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any claim, suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
16.5 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail, or other means of electronic transmission (to which a signed PDF copy is attached) will be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
16.6 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent permitted under applicable law.
16.7 Waiver. 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.
By signing up with the FeedbackWhiz Affiliate Program, you acknowledge that you have read this agreement and agree to all its terms and conditions. You have independently evaluated this program and are not relying on any representation, guarantee or statement other than as set forth in this Agreement.