This Affiliate Agreement (“Agreement”) is between ORGAID, INC., with its principal place of business at 1440 N. Lakeview Ave., Anaheim, CA 92807 (“ORGAID”), and the individual or business entity identified below (“Affiliate”); the Agreement is in force and made effective as of the date signed below by Affiliate or its duly authorized representative. The Agreement contains the complete terms and conditions that apply to Affiliate’s participation in the ORGAID Affiliate Program, operated by ORGAID and its contractors.
1. Defined Terms
As used in this Agreement, the following terms have the meanings indicated:
“We” refers ORGAID.
”You” refers to the Affiliate.
“Site” refers to the ORGAID website, located at the URL https://www.orgaid.com/
or such other site that ORGAID may designate.
“Affiliate Site” refers to the website owned, operated, or controlled by the Affiliate, disclosed below.
“End user” means an actual or potential consumer, customer or other natural person.
The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation."
"Intellectual Property Rights" means technology, templates, designs, Sites, domains, methodologies, processes, names, strategies, marks, logos, Content, documentation, training manuals, and other materials, as well as any and all patent, trade secret, trademark, copyright, moral rights, database rights and other intellectual property and proprietary rights, whether or not registered, therein and thereto.
"Link" means any software, software code, programming or other technology or method (or any combination of the foregoing) that (i) creates a hyperlink between two Sites, or (ii) otherwise causes a Web access device to display to its user a "banner”, "button”, text-mention, word, phrase, logo or other textual or graphical material that, when activated by a person, results in a Site being served to such person or such person being able to electronically access, receive or obtain Content, products, services or other offerings from the linked Site.
“Network" means the online affiliate marketing network operated by ORGAID.
“Prohibited Activity” means any of the following activities: (a) discrimination on the basis of race, ethnicity, gender, religion, sexual orientation, age or disability or any other unlawful basis under applicable law; (b) libelous, defamatory, threatening, harassing, tortious, or similarly abusive activities; (c) obscene, pornographic, sexually explicit or similar activities; (d) illegal gambling; (e) sale, export or use of illegal substances; (f) terrorism, sedition or other illegal activities; (g) offering of any MP3, MPEG and/or other proprietary materials for download, sale or otherwise, in any case without the permission of the owner of the Intellectual Property Rights or otherwise infringing the Intellectual Property Rights of any third party (h) a conflict or violation of any law or regulation or any Intellectual Property Rights or other rights of any person or entity; (i) harm to minors in any way; or (j) fraudulent activities or impersonation of any person, including ORGAID (or Related Parties of ORGAID) representative, or misrepresentation of affiliation with any person.
"Qualifying Link" means any type or format of link that is provided or authorized by ORGAID to be displayed, distributed or placed on or by a Site pursuant to an Engagement and which, through addition and/or use of any technology and/or methodology, can be tracked so that such ORGAID or a Network Advertiser can monitor the impressions, click-throughs and/or other tracked activities achieved by the display, distribution and/or placement of such link. The term “Qualifying Link” shall also refer to any equivalent link, mechanism or technology that, upon being activated, causes the same result as clicking on a Qualifying Link.
"Site" means, as the context requires, either (a) one or more Web pages, database, computer files, emails, scripts, software or other application, or other destination, together with supporting files and programming, that are on, provided, or accessible through the Web or works on or in relation to the Web, or (b) a person owning or operating any such Site, or (c) both. A person that owns or operates a Site may have offline businesses which would not preclude it from being a Site for the purposes of this Agreement.
"Tracked activity" means any type of pre-agreed or predefined activity or result that is sought by an Advertiser in relation to a Qualifying Link. The kinds of tracked activities that an Advertiser may seek to complete through such arrangements may include, by way of example, the serving of an image, impressions, click-throughs, the sale of products or services, the downloading of software, files or other items, the completion of an application, registration or other form, the opening of an account, membership enrollment, the printing of a coupon (for offline redemption) or any other kind of action, transaction or activity that can be tracked and reported upon.
"Web" or "internet" or "online" means the global computer network currently referred to as the internet, including the World Wide Web, and any and all successor networks, irrespective of what wired, wireless or otherwise connected device, platform or technology is used to access it.
2. Joining the Affiliate Program
By filling out the registration form you may become an Affiliate and are bound by the terms of this agreement and any subsequent amendments to the agreement. To be, and continue to be, an Affiliate, you must provide ORGAID with truthful, accurate and complete registration information. If any such information changes, you must immediately update your registration information. We have the right to verify the truth and accuracy of any registration information at any time. Please be advised that if any information is determined by ORGAID to be misleading, inaccurate, or untruthful, we may restrict, deny, or terminate your account and/ or your access and use of the Offerings; we may also withhold payment of any commissions and/ or other fees that may be or become due or payable to you, and may assess charges against such amounts for ORGAID’s activities in connection with the investigation and/ or verification of such information and/ or otherwise in accordance with this Agreement.
IF YOU HAVE REGISTERED IN YOUR PERSONAL CAPACITY, YOU HEREBY ACKNOWLEDGE THAT SERVICES MADE AVAILABLE BY ORGAID TO NETWORK PUBLISHERS ARE PROVIDED FREE OF CHARGE AND SOLELY FOR THE PURPOSE OF FACILITATING BUSINESS TRANSACTIONS AND YOU AGREE THAT YOU WILL ONLY USE THE NETWORK SOLELY FOR THE PURPOSE OF FACILITATING BUSINESS TRANSACTIONS FOR YOUR BUSINESS AND FOR NO OTHER PURPOSE. YOU FURTHER AGREE THAT WHEN USING THE NETWORK, YOU ARE ENGAGED IN BUSINESS ACTIVITY AND ARE NOT ACTING AS A CONSUMER. FOR THE PURPOSES OF THIS SECTION, “BUSINESS TRANSACTIONS” IS DEFINED AS LEGALLY ADVERTISING THE ORGAID WEBSITE TO RECEIVE A COMMISSION ON ORGAID PRODUCTS PURCHASED BY YOUR REFERRAL INDIVIDUALS.
3. Payment Schedule
a. Eligible Payments:
All Affiliate monies due for orders generated as a result of Affiliate links or coupon code use will be held for 30 days after the shipping date of an order. Orders are typically shipped 1-2 days after an order is placed. This delay is necessary to allow ORGAID ample time to compensate for returns, exchanges or canceled orders. Payments will be calculated and sent out to Affiliate during the last week of any given month for the previous month according to the terms and conditions of this Agreement.
b. Affiliate Payment:
Payments to Affiliate will be made for any amount. You will be sent a payment provided all orders associated meet the conditions set forth in (a) above.
4. Revocation of Affiliate
Your Affiliate application and status in the program may be suspended or terminated for any reason including the following:
1. Inappropriate websites and/or advertisements (including non-family-oriented content, false claims, misleading or erroneous hyperlinks).
2. Use of unapproved graphics and/or text
3. Lack of an active website
4. Spamming (mass email, Mass newsgroup posting, etc...)
5. Advertising on sites containing/promoting illegal activities
6. Violation of intellectual property rights
7. False and/or incomplete personal/contact information and/or requested tax
8. Non-use New affiliates' websites will be reviewed within the first few days after sign-up. Existing affiliates' website will be reviewed monthly. Affiliate accounts that have been suspended or terminated for any of the above reasons forfeit any and all eligible payments.
9. Use of affiliate unique link and coupon code for personal use to gain commission.
Affiliate further agrees and warrants that it will comply with all local, state and federal laws (including, but not limited to, the "CAN-SPAM" Act, effective January 1, 2004) regarding the sending of e-mails.
6. Affiliate Tracking
When a web surfer clicks through your affiliate link, a cookie is set in their browser that contains your Affiliate username. Also, their IP address is tracked in the database along with your Affiliate name. When this person decides to buy a product, the
script will look for this cookie and/or try to match their IP address to identify the Affiliate who will be awarded the commission. Visitors sent through your affiliate link may make a purchase later in time and the commission will still be awarded if the cookie is present in their browser and/or the using the same IP address as the one logged in the database.
b. Coupon Code:
When a consumer uses a certain coupon code that has been generated for the Affiliate by ORGAID that code usage is tracked and added to the Affiliate sales so as to include promoted sales brought in from other locations that are not able to embed traditional tracking links. If it occurs that a coupon code is used and a link cookie is present, the AFFILIATE link governs earning the commission.
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, email, or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such an event, you will be notified by email. Modifications may include but are not limited to, changes in the payment procedures and ORGAIDs' Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in ORGAIDs' Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
9. Terms of the Agreement
These terms will begin upon your signup with the Affiliate program and will end when your Affiliate account is terminated. The terms of this agreement may be modified by us at any time. If any modification to the terms is unacceptable to you, your choice is to terminate your Affiliate account. Your continuing participation in the program will constitute your acceptance of any change.
We will not be liable for indirect or accidental damages (loss of revenue, commissions) due to Affiliate tracking failures, loss of database files, and any results of "intent of harm" to the program or our website. We do not make any expressed or implied warranties with respect to the Affiliate program and or products sold at this site. We make no claim that the operation of the Affiliate program and our website will be error-free and we will not be liable for any interruptions or errors.
Without limiting the foregoing, ORGAID aggregate liability arising with respect to this Agreement will not exceed the total fees paid or payable to Affiliate under this agreement. ORGAID will own all right, title, and interest in and to all information that is created or collected in the operation of the ORGAID Website and reserves the right to amend or terminate this Agreement at any time, with or without notice to Affiliate.
Affiliate shall indemnify and hold ORGAID harmless from any and all legal actions, damages or liabilities incurred from the day-to-day operations of Affiliate. Under no circumstances will ORGAID be liable whether in tort, contract or otherwise for indirect, incidental, consequential, special or exemplary damages (including but not limited to damages for any loss of revenue, profits, business interruption, loss of business information or data, loss of goodwill, work stoppage, hardware or software failure, or other pecuniary loss) arising from or relating to any provision of this Agreement or the program.
You agree to defend, indemnify and hold harmless ORGAID and Related Parties of ORGAID and its and their directors, officers, employees, agents, subcontractors and representatives for and against any and all claims, actions, demands, liabilities, losses, damages, penalties, interest, judgments, settlements, costs and expenses (including reasonable attorneys' fees) that directly or indirectly arise out of or are based on (a) any breach of any representation, warranty, or covenant made by you in this Agreement, (b) you engaging in any Prohibited Activity (c) any breach by you of any Engagement, (d) any violation by you of any law, regulation or rule, (d) your inappropriate use of any other Offerings, (e) your negligence or willful misconduct, and/ or (f) any actual or alleged infringement by you of any Intellectual Property Rights or other rights of any person.
12. Governing Law
The laws of the state of California shall govern this Agreement.
Should there be any legal dispute between the parties, then both parties agree to take matter before arbitration/mediation in Orange County, California should ORGAID, INC. request arbitration/mediation in lieu of formal legal process. Both parties mutually agree that the sole legal venue for all disputes shall be in the Orange County District Court of California.
By completing the Affiliate Program sign-up form you acknowledge that you have (1) Read the terms and conditions above for the ORGAID, INC. Affiliate Program, (2) Understand the terms and Conditions, and (3) Agree with terms and conditions.