Promotional Partner's Agreement
THIS AGREEMENT (the "Agreement") is by and between Wristband Connection (the "Company"), and individuals or entities that participate in the Promotional Partner's program (the "Promotional Partner's," and collectively, the "Parties").
WHEREAS Promotional Partner's wishes to include certain materials promoting Company, and to include a link to Company's website within those materials on Promotional Partner'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:
- Promotional Materials. Company shall make available to Promotional Partner's certain banner advertisements, button links, text links, and/or other graphic or textual material for display and use on the Promotional Partner's website (the "Promotional Materials"). Promotional Partner's shall display the Promotional Materials on Promotional Partner's website prominently and as Promotional Partner's sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement. Promotional Partner's shall also include a link from the Promotional Materials to Company's website, as specified by Company.
- Use of Promotional Materials. The Promotional Partner's use and display of the Promotional Materials on the Promotional Partner's site shall conform to the following terms, conditions and specifications:
- Promotional Partner's 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.
- Promotional Partner's may only use the Promotional Materials for the purpose of promoting Company website (and the products and services available thereon), and for linking to Company's website.
- The Promotional Materials will be used to link only to Company's website, to the specific page and address as specified by Company.
- Promotional Partner's will not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by Company. If Promotional Partner's wishes to alter or otherwise modify the Promotional Materials, Promotional Partner's must obtain prior written consent from Company for such alteration of modification.
- License. Company hereby grants to Promotional Partner's 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.
- 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 Promotional Partner's 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.
- Relationship of Parties. This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Company and Promotional Partner's. Promotional Partner's shall provide services for Company as an independent contractor. Promotional Partner's shall have no authority to bind Company into any agreement, nor shall Promotional Partner's be considered to be an agent of Company in any respect.
- In exchange for Promotional Partner's display of the Promotional Materials, and for Promotional Partner's compliance with and performance of the terms and conditions of this Agreement, Company shall pay to Promotional Partner's a commission (the "Commission") in the amount of (Check any that apply):
- 30% of the paid sales value per product for orders between 1-99 products sold to a user that accesses Company's website through a link on Promotional Partner's website.
- 20% of the paid sales value per product for orders between 100-249 products sold to a user that accesses Company's website through a link on Promotional Partner's website.
- 15% of the paid sales value per product for orders between 250-999 products sold to a user that accesses Company's website through a link on Promotional Partner's website.
- 10% of the paid sales value per product for orders between 1000-4999 products sold to a user that accesses Company's website through a link on Promotional Partner's website.
- 5% of the paid sales value per product for orders between 5000-9999 products sold to a user that accesses Company's website through a link on Promotional Partner's website.
- 3% of the paid sales value per product for orders between 10000+ products sold to a user that accesses Company's website through a link on Promotional Partner's website.
- Company shall keep accurate and up-to-date records of the data used to determine the total amount of Commissions owed to Promotional Partner's. Promotional Partner's 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 Promotional Partner's in any period or periods shall be rectified by Company within 14 days of discovering such discrepancy.
- For the purposes of this Agreement, a "Bona Fide Click-Through" shall be defined as any successful attempt by a visitor of Promotional Partner's website to click on the link within the Promotional Materials on Promotional Partner's website and to visit Company's website. Company shall have sole discretion to determine whether any particular click-through or class of click-throughs shall qualify as Bona Fide Click-Throughs. Promotional Partner's shall not attempt to: (i) artificially attempt to generate click-throughs to Company's website by use of deception or misrepresentation; (ii) manipulate, incentivize, or otherwise encourage Promotional Partner's employees, agents, customers, or other persons to click the link to the Company's website for any purpose other than the promotion of the services and/or products offered through Company's website; or (iii) create or employ any mechanism designed to artificially or automatically generate click-throughs to Company's website.
- Company shall pay all Commissions accrued and payable to Promotional Partner's within 7 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 Promotional Partner's is less than $50.00, then such accrued and payable balance shall be held over to the following month, and paid together with the Commissions due for that month. If at any time, the balance of accrued and payable Commissions is held over for 3 consecutive months, then Company shall pay all accrued and payable Commissions to Promotional Partner's in the third month, regardless of the total amount owed. Commissions will be held for 30 days per sale to account for possible refunds.
- In the event that Promotional Partner's materially breaches this Agreement and Company terminates this Agreement within 30 days of such breach, then any accrued and payable Commissions owing to Promotional Partner's shall be forfeited, and Company shall not be obligated to pay such Commissions to Promotional Partner's.
- In the event a sale is refunded, the accrued Commissions for the refunded transaction will be deducted from the Promotional Partner's Commissions and/or future Commissions if there is a negative balance.
- Promotional Partner's Representations and Warranties. Promotional Partner's represents and warrants the following:
- Promotional Partner's 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.
- Promotional Partner's website does not contain any materials that are:
- Sexually explicit, obscene, or pornographic;
- Offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, otherwise);
- Graphically violent, including any violent video game images; or
- Solicitous of any unlawful behavior
- Promotional Partner's has obtained any necessary clearances, licenses, or other permission for any intellectual property used on Promotional Partner's website. Nothing on Promotional Partner'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 Promotional Partner's have any reason to believe that any person or entity will bring or threaten such a claim in the future.
- Promotional Partner's will not use the Promotional Materials in any manner other than those set forth in Section 2 above.
- Promotional Partner's will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property therein.
- Promotional Partner's will not publish or otherwise distribute any advertising materials for Promotional Partner's website that reference Company or Company's website unless Company gives prior written consent to the distribution of such materials. Promotional Partner's 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. Promotional Partner's will not register any domain name that incorporates Company's name, or that is confusingly similar to Company's name.
- Promotional Partner's will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing Company or Company's website.
- Indemnification. Promotional Partner's shall indemnify Company and hold harmless Company from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of Promotional Partner's warranties set forth in Section 7 above. Promotional Partner's shall also indemnify and hold harmless Company for any damage, loss or other cost arising out of the use or misuse by Promotional Partner's of the Promotional Materials.
- Confidentiality. Any information that Promotional Partner's is exposed to 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." Promotional Partner's may not disclose any Confidential Company Information to any person or entity, except where compelled by law, unless Promotional Partner's obtains prior written consent for such disclosure from Company.
- Term.a. This Agreement shall take effect becoming an Promotional Partner's, and shall remain in full force and effect indefinitely, or until terminated pursuant to this Section 10. b. 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.
- Taxes. Company shall not be responsible for any taxes owed by Promotional Partner's arising out of Promotional Partner's relationship with Company as set forth in this Agreement. Company shall not withhold any taxes from the Commissions paid to Promotional Partner's.
- 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.
- Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED IN ALL RESPECTS BY, THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.
- 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.
- 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.
- 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:
5930 Star Ln. Ste F
Houston Texas 77057
Phone : 713-785-0088
- Headings. The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.
- Entire Agreement. This Agreement constitutes the entire agreement between Company and Promotional Partner's, 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.
- Venue. Sole and exclusive venue for any claim, controversy or lawsuit shall lie in Harris County, Texas