CrossTrak Affiliate Program
Step 1 - Agreement
Last modified: April 28, 2003
This Agreement (referred to as “the Agreement”) contains the
complete terms and conditions that apply for participation in the CrossTrak
Affiliate Program (referred to as “the Program”). Please read it carefully
before submitting the online application form (link to step 2 at bottom).
1. Application
To apply, please complete and submit our online
Affiliate Application form after reading this Agreement (link at the bottom of
this Agreement). We will notify you of its status by e-mail within 7 days of
application. Approval or rejection of your application is at the sole discretion
of H&M Riley Consulting Ltd.
2. Images and Links
2.1 Once your application is approved, we will provide you with access to
images and special links (referred to as “Links”) to the CrossTrak web site,
which you may display on your web site. Use of these Links on your web site is
required for accurate tracking, reporting and payment of sales commissions
(referred to as “Commissions”).
2.2 It is your responsibility to ensure
that each of the Links between your web site and the CrossTrak web site use the
proper format. We will not be liable to you in any situation where you failed to
use the Links properly.
3. Sales Commissions
3.1 Transactions
We will process and fulfill all purchases made by customers on the CrossTrak web
site, including those purchases made by customers who were referred to the
CrossTrak web site from your web site. These individuals will be deemed
customers of CrossTrak and will therefore be subject to our rules, policies and
procedures regarding product sales and service. We will also be responsible for
processing returns and dealing with customer service issues.
3.2 Commissions
We will track visitors to the CrossTrak web site referred directly from the
Links on your web site and pay you Commissions based on Qualified Purchases
(referred to as “Qualified Purchases”) that occur during the term of this
Agreement.
3.3 Qualified Purchases
Qualified Purchases will be considered those purchases from the CrossTrak web
site made by individuals during a visit that originated directly from your web
site.
3.4 Tracking and Reporting
During the term of this Agreement, we will provide you with access to a web page
summarizing the sales activity of individuals referred to the CrossTrak directly
from your web site. We will also provide you with a similar quarterly report via
e-mail at the time of payment. The content of these reports may vary from time
to time at our sole discretion.
3.5 Payment Schedule
You will receive a 5% Commission based on revenues derived by us from Qualified
Purchases, excluding costs for shipping, handling, taxes, service charges,
credit card or PayPal processing fees and returns. Commissions will be paid on a quarterly basis, in US Dollars and
payments will be sent within 30 days of the end of each quarter (Q1 = Jan 1 to
Mar 31, Q2 = Apr 1 to Jun 30, Q3 = Jul 1 to Sept 30, Q4 = Oct 1 to Dec 31). Payment will be
sent using PayPal if an e-mail address is provided in the PayPal field of the
Affiliate Application form.
3.6 Minimum Payment
If your account is owed less than $50US at the end of a quarter, the account
will roll to the next quarter. The account will continue to roll until it is
owed more than $50US, or until the end of four quarters (1 year), whichever
comes first.
3.7 Returns
If a product that generated a Commission is returned by the customer and not
accounted for in the current quarter, we will deduct the corresponding
Commission from your next quarterly payment. Commissions will not be paid for
Qualified Purchases that are returned by customers following termination of this
Agreement. Your final payment may therefore be withheld for a reasonable time to
ensure that we pay you the correct amount.
4. Policies and Pricing
We reserve the right to change our policies and procedures at any time,
including the availability and selling price of products covered by this
Agreement, and we cannot guarantee the availability or price of any CrossTrak
product. As a result, you may not include price information about CrossTrak
products on your web site.
5. Limitations
This agreement includes limitations on your use of CrossTrak’s Links, images,
text, trade names, trademarks and all other intellectual property. You may not:
- Use the Links on your web site to purchase CrossTrak products
for your own use, for resale, for commercial use of any kind or on behalf of any
third party, including your friends, relatives, or associates;
- offer any person or entity (directly or indirectly) any
consideration, incentive, discount or reward for using Links on your web site to
access the CrossTrak web site;
- post the Links on any other Internet web site or platform;
- mention your participation in the CrossTrak Affiliate Program
in any press releases, mailings or promotional materials without prior approval from H&M Riley Consulting Ltd.;
- attempt to mislead others or cause any customer confusion as
to our relationship with you, or as to the web site on which transactions are
occurring; or
- misrepresent or embellish the relationship between us and you,
as described by this Agreement.
Your participation in any of the foregoing activities, may
result (in our sole discretion) in our withholding any Commissions otherwise
payable to you under this Agreement and/or terminating this Agreement.
6. Limited License
6.1
This Agreement grants you a nonexclusive, revocable right to use the CrossTrak
logos, images, Links and text that we provide you for the following purposes:
- Identifying your web site as a CrossTrak Affiliate Program
participant;
- promoting the sales of CrossTrak products; and
- tracking of CrossTrak sales referred from your web site.
6.2 You may not modify any of the images or text we provide you in
any way without the prior approval of H&M Riley Consulting Ltd.
6.3 We reserve all of our rights in our images, text, trade names,
trademarks and all other intellectual property rights, and have the sole right
to approve all promotions related to CrossTrak products on your web site.
6.4 We may revoke your license at any time by giving you written
notice.
7. Your Responsibilities
You will be solely responsible for:
- The development, operation, and maintenance of your web site;
- all materials that appear on your web site; and
- ensuring that materials posted on your web site do not violate
or infringe upon the rights of any third party, and that they are not libelous
or otherwise illegal.
8. Term of the Agreement
8.1
This Agreement will begin upon our acceptance of your application and will end
when terminated by either party.
8.2 The Agreement may be terminated by either party, at any time,
with or without cause, by written notice.
8.3 Upon the termination of this Agreement, you will immediately
remove all CrossTrak-related materials (i.e. Links, images or text), as provided
to you in connection with this Agreement, from your web site.
9. Modification
We reserve the right to modify this Agreement at any time and at our sole
discretion. In the event that we make changes to the Agreement, we will post the
modified Agreement on our web site and send you notification of the changes by
e-mail. Your continued participation in the Program will constitute
binding acceptance of any changes to the Agreement. If any changes are
unacceptable to you, your only recourse is to terminate this Agreement.
10. Relationship of Parties
You and we are independent contractors. This Agreement will not result in the
creation of any partnership, joint venture, agency, franchise or employment
relationship between the parties.
11. Limitation of Liability
We will not be liable for any damages (or any loss of revenue, profits, or data)
arising from, or in connection with, this Agreement or the CrossTrak Affiliate
Program. In addition, we will not be liable for any claims, damages, or expenses
(including, without limitation, attorneys’ fees) relating to the development,
operation, maintenance, and contents of your web site. Our liability arising
with respect to this Agreement and the CrossTrak Affiliate Program will not
exceed the total Commissions paid or payable to you under this Agreement.
12. Disclaimers
We offer no express or implied warranties or representations with respect to the
CrossTrak Affiliate Program or any products sold through the Program. In
addition, we do not guarantee that our web site’s operation will be
uninterrupted or error-free. We will not be liable for the consequences of any
such interruptions or errors.
13. Dispute Resolution
This Agreement will be governed by the laws of Canada and the province of Nova
Scotia, without reference to rules governing choice of laws. Any action relating
to this Agreement must be brought in the federal or provincial courts located in
Halifax, Nova Scotia, and you consent irrevocably to the jurisdiction of such
courts. You may not assign this Agreement, by operation of law or otherwise,
without our prior written consent. Subject to that restriction, this Agreement
will be binding on, inure to the benefit of, and be enforceable against the
parties and their respective successors and assigns. 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.
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