THIS AFFILIATE PARTNER AGREEMENT (the “Agreement”), is by and between ClydeBank Media (hereafter referred to as “CBM”) and YOU (hereafter referred to as “Affiliate Partner”) (sometimes individually referred to as a “Party” and collectively as “Parties”).
WHEREAS, the Affiliate Partner is a marketing company or individual in the business of providing leads and related products and services, and CBM is in the business of providing digital, print, and audio books as well as online courses called QuickStart Guides and QuickStart Courses respectively to its customers and clients; and
WHEREAS, CBM and the Affiliate Partner have agreed to create an affiliation between them in which CBM and the Affiliate Partner will share the revenue created by the sale of aforementioned books and courses through the CBM website to leads provided by the Affiliate Partner during the term of this Agreement, the date of such affiliation being the date of this Agreement, as set forth above.
NOW THEREFORE, toward this end, and in consideration of the promises, covenants and agreements contained herein, and the mutual benefits to be derived from this Agreement, the Parties agree as follows:
1. PARTICIPATION IN THE PROGRAM
1.1 Affiliate Site Suitability
This agreement governs participation in the ClydeBank Media Affiliate Program only. Once you are accepted into the Program, you will be able to participate in the Program subject to the terms and conditions of this Agreement. You should also note that if you are accepted to participate in the Program and your Site is thereafter determined (in our sole discretion) to be unsuitable based on the criteria below for the Program, we may terminate this Agreement. If your site:
- Promotes graphic violence (which may include certain types of game sites)
- Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
- Promotes sexually explicit, pornographic or obscene content (whether in text or graphics)
- Promotes illegal activities
- Includes”clydebankmedia.com,” “ClydeBank Media,” “QuickStart,” or variations or misspellings thereof in their domain names
- Promotes content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethnically or otherwise objectionable
- Promotes or use bulk unsolicited email (spam)
- Promotes speech or images that are offensive, profane, hateful, threatening harmful, defamatory, libelous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise)
- Promotes content related to liquor, tobacco, firearms, drugs, gambling, crime or death
- Promotes politically sensitive or controversial issues (e.g. abortion, capital punishment) or other political content (e.g. lobbyists, political campaigns)
- Promotes any unlawful behavior or conduct
- Is otherwise considered offensive or inappropriate at ClydeBank Media’s sole discretion
1.2 Suitability Administration
To administer and enforce the ongoing suitability of Affiliate Sites, You hereby agree that CBM may monitor your site’s content at any time to determine if You are following these Affiliate Terms, and to notify You of any changes We feel You should make to remain in compliance. Further, You must comply with any requests we make for you to take down specific content from your website. Failure to comply is a violation of these Terms and grounds for termination of Your Affiliate status.
“Offer” means a specific offer posted by CBM on its Affiliate Partnership Program site located within its domain. The terms and conditions of such Offers shall be incorporated into this Agreement.
2.2 Qualifying Link
“Qualifying Link” means a CBM link from your Email or Site to ClydeBank Media’s Site using one of the Required URLs or any other URL or graphic link provided by CBM for use in the Program. A Qualifying Link or “Linking Materials” shall be defined as hyperlinks, buttons, banners or other user interface established by CBM for your Emails or Web site. These linking materials will often be maintained by ClydeBank Media, but in some cases will be maintained and reported by third party providers outside of ClydeBank Media.
2.3 Qualifying Product Revenues
“Qualifying Product Revenues” means revenues derived by us from Product Sales, less chargebacks, taxes, surcharges and processing fees.
2.4 Required URLs
“Required URLs” means the special URLs specified in an Offer to be used to link from your Emails or Site to CBM’s Site.
“Site” means a World Wide Web Site and, depending on the context, includes the website that you will link to the CBM Site as identified in your Affiliate Partnership Program.
3. YOUR RESPONSIBILITIES
3.1 Use of Required Links
You shall only link your Emails & Site to areas within CBM’s Site using Required URLs for the Program. You may post as many links to the Required URLs as you like.
3.2 Use of Approved Linking Material
You agree to display CBM Link materials appropriately on your Web site and/or Email and to respect ClydeBank Media’s trademarks, service marks and other rights in the Link Materials. You will use only these Link materials to link your Web site to CBM’s Web site, and you will not alter the look or feel of these Link Materials or of our Web site in any way. You will update to new versions of Link Materials as CBM makes them available or you submit a request for a specific type of Linking Material.
3.3 No Warranties
CBM will not, and is not obligated to, make any representations, warranties or other statements concerning you, your Site, any of your products or services, or your Site policies.
3.4 Affiliate Site Operation
You will be solely responsible for the development, operation and maintenance of your Site and for all materials that appear on your Site. We disclaim all liability for such materials. You shall indemnify and hold us harmless from all claims, damages and expenses (including, without limitation, attorney’s fees) relating to the development, operation, maintenance and contents of your Site. You are also responsible for notifying us of any malfunctioning of the Required URLs or other problems with your participation in the Program in accordance with the terms of the Offer and this Agreement. CBM will respond in normal course to all concerns upon notification.
You will (1) not make any representations, warranties or other statements concerning ClydeBank Media, ClydeBank Media’s Site, or the QuickStart line of books and courses, and (2) protect ClydeBank Media’s confidential information.
3.7 Protecting The Rights of Digital Citizens
You will be responsible for maintaining a site that is free of malware, viruses, or other malicious software applications. Additionally, you are responsible for the protection and responsible collection of user data from your site as applicable.
4. AFFILIATE OFFERS
Offers are presented in the affiliate dashboard. Offers have the same weight and are subject to this agreement.
As an approved participant of ClydeBank Media Affiliate Program, you may earn commissions for affiliate services in accordance with this Section 5 on the Offers outlined in Section 4 of this Agreement. CBM may change or terminate the provisions of this Section 5 at any time and at ClydeBank Media’s sole discretion.
5.1 Payment of Commissions
CBM agrees to pay you the commission specified in this Agreement if CBM sells to a visitor to www.clydebankmedia.com or to another site as designated in the terms of an offer (a “Customer”) a product or service that is the subject of this Agreement and if that Customer has accessed CBM’s site or other designated site and purchased a product or service via a Qualifying link.
5.2 Payment Processing
CBM shall have the sole right and responsibility for processing all payment processing and fulfillment of orders for our Products sold pursuant to this Agreement. You acknowledge that all agreements relating to sales to Customers shall be between CBM and the Customer.
5.3 Compensation Tracking
You acknowledge that your entitlement to any compensation reported with respect to any tracked or reported activity is solely a function of the terms of your agreement with CBM and that CBM is solely responsible for its payment. The fact that a compensation amount is reported for any tracked activity does not necessarily mean that a payment is due to you from CBM, since payment may be subject to conditions established by CBM, including policies regarding order cancellation, returned merchandise, receipt of pending credit card authorizations and minimums for earned compensation before payment is made. All determinations of Qualifying Links and the compensation due to you shall be final and binding.
5.4 Qualifying Links
All determinations of Qualifying Links and whether a commission is payable will be made by CBM and will be final and binding on both parties. Prices for the products will be set solely by CBM in its discretion.
5.5 Coupons, Promotions, and Special Offers
ClydeBank Media occasionally offers coupons to select affiliates and to our newsletter subscribers. These coupons are only for use by pre-approved and assigned Affiliates. Affiliates that do not meet these criteria are not permitted to promote those coupons. Affiliates who promote permitted deals or coupons must adhere to the following guidelines:
- Affiliates may not use misleading text on affiliate links, buttons or images to imply that anything besides currently authorized deals to the specific Affiliate.
- Affiliates may not generate pop-ups, pop-unders, iframes, frames, or any other seen or unseen actions that set affiliate cookies unless the user has expressed a clear and explicit interest in activating a specific savings by clicking on a clearly marked link, button or image for that particular coupon or deal. Your link must send the visitor to the merchant site.
- User must be able to see coupon/deal/savings information and details before an affiliate cookie is set (i.e. “click here to see coupons and open a window to merchant site” is NOT allowed).
- Affiliate sites may not have “Click for (or to see) Deal/Coupon” or any variation, when there are no coupons or deals available, and the click opens the merchant site or sets a cookie. Affiliates with such text on the merchant landing page will be removed from the program immediately.
Only those who are approved by ClydeBank Media Affiliate Program at the time of receipt of a Customer order(s) will be eligible for payment under this Agreement.
5.7 Independent Contractor Status
As an independent contractor, you will be solely and entirely responsible for any and all taxes and/or other fees or obligations associated with the receipt of payment under this Agreement.
The terms and conditions of this Section 4, including the fee amounts, may be changed at any time and for any reason within CBM’s sole discretion.
6. REFERRAL FEE PAYMENT
6.1 Frequency of Fee Payment
Unless otherwise stated in an Offer Addendum, we will pay you referral fees on a monthly basis. Approximately thirty (30) days following the end of each month, we will either (a) make a deposit to your PayPal account using the email address or payment link You provide or (b) send you a check for the referral fees earned on Qualifying Product revenues for that month, less any returns and canceled orders based on the payment method you designate. Referral payments will be made in US dollars unless otherwise stated in an Offer Addendum.
6.2 Payment by Check
For Affiliate Partners who designate that they would prefer to receive referral payments via check, ClydeBank Media maintains a minimum referral check payment value of $25.00. If your referral fees do not meet the $25.00 minimum, fees will be held until the payment minimum is met. Checks will be mailed to the address that You provide. It is the responsibility of the Affiliate to ensure that CBM has an accurate mailing address. A fee of $35 will be applied to all checks that are cancelled due to inaccurate mailing information on file.
7. MARKETING AND RECRUITING
7.1 Marketing statements must be truthful
Anything You communicate in marketing or advertising any ClydeBank Media product, service, or opportunity must be true and accurate. Claims that relate to any CBM product, service, property, or opportunity that are untrue or fraudulent are strictly prohibited. You may not claim that any government, person, or entity endorses or supports CBM. You may not use the intellectual property of any other person or entity in advertising any CBM product, service or opportunity.
7.2 Standard Affiliate Disclaimer
On any website or social media platform that You advertise any CBM service or opportunity, You must plainly display (i.e., not in a link, or in small font) the following disclaimer language:
Disclosure: I am an independent ClydeBank Media Affiliate, not an employee. I receive referral payments from ClydeBank Media. The opinions expressed here are my own and are not official statements of ClydeBank Media LLC.
In the case of social media advertising or mentions it must be plain to users that your post, share, mention, etc. is promotional in nature. In addition to the above disclosure, social media advertisements must include mention of their promotional nature “above the fold.”
You are not permitted to disparage the products of services of any other person or entity, including without limitation the products or services of a competitor of CBM.
7.4 Inventory Loading/Rebates
You will not be paid any Commission for payments made on your own purchases from CBM. You are not permitted to (a) make or entice another party to make fraudulent or otherwise illegitimate purchases of CBM products or the products of a competitor; (b) open a ClydeBank Media Affiliate Program account under the name of another person or entity, or under a fictitious name; (c) pay for the contents of a customer’s shopping cart or otherwise reimburse them for purchases for which you will receive a commission and (d) additionally offer cash rebates or other monetary incentives to actual or potential Sales. Violation of this paragraph shall constitute a material breach of this Agreement, and You agree to repay to CBM all Commissions earned as a result of any such violation.
7.5 Income Claims
If Your recruiting efforts include claims related to the potential income a ClydeBank Media Affiliate can make, or if You make reference to income You have made, or if You make reference to any lifestyle opportunities You have because of CBM, the following guidelines must be adhered to:
- Your statements must be completely true and accurate and supported by evidence;
- If You use a hypothetical scenario, You must clearly label it as a hypothetical scenario; and
- Your statements must be accompanied by the ClydeBank Media standard affiliate disclosure statement found in Section 6.2 of this Agreement.
7.6 Brand Identity Retention
Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used, or which may be developed and/or used by it in the future
7.7 Use of CBM Marks
We grant you a limited, revocable, non-exclusive, license to use the graphic image and text, which may include our name, logos, trademarks, service marks (collectively, the “ClydeBank Media Marks”), designated in the Offer, only as provided to you through the ClydeBank Media Affiliate Program and solely for the purpose of creating links from your Emails and Site to our Site pursuant to this Agreement. Except as expressly set forth in this Agreement or permitted by applicable law, you may not (a) copy, distribute, modify, reverse engineer, or create derivative works from the same, or (b) sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void.
Any prominent use of the ClydeBank Media Marks on your Site must be approved by ClydeBank Media prior to publishing. We may revoke your license at any time by giving you written notice.
As a condition to your acceptance and participation in the Program, you agree not undertake or engage in the following practices, and any violation of this Section shall be deemed a material breach of this Agreement:
- Use or otherwise incorporate the word “ClydeBank Media” or variations or misspellings in the domain name(s) of your Site(s), or in keyword-based advertising where your ad outranks ours;
- Modify or alter ClydeBank Media’s Site in any way;
- Make any representations, either express or implied, or create an appearance that a visitor to your Site is visiting ClydeBank Media’s Site, e.g. “framing” the ClydeBank Media Site, without ClydeBank Media’s prior written approval; or
- “Scrape” or “spider” the CBM Site or any other ClydeBank Media website for content (such as images, logos and text).
Furthermore, upon ClydeBank Media’s request, you shall immediately remove from your Site any Link to our Site which is displayed on a page which we, in our sole discretion, deem objectionable.
7.9 Search Engine Pay Per Click Policy
Affiliates ARE NOT permitted to outbid CBM for placement on any search terms or any variation of our brand trademark in any search engine WITHOUT prior written consent. To administer this policy, we will enforce the following:
- Publishers that violate these rules could be deactivated from the program immediately.
- Publishers that do not remove their listings within 2 calendar days could be subject to legal action.
- Publishers that do not follow the correction policy will be removed from the program immediately and forfeit all commission currently owed.
7.10 Digital Marketing Through Retargeting
Affiliates are permitted to use retargeting methods to promote Qualifying Links with the following conditions:
- Any ad creatives used must not violate the terms of Section 7.7 Use of CBM Marks of this Agreement.
- Ad creatives must not mislead audiences or imply that the ad is approved or endorsed by CBM.
- You are solely responsible for the collection and protection of retargeting data. ClydeBank Media is not responsible for, and will not, collect, protect, or process retargeting data on the behalf of Affiliates.
7.11 Customer Relationship
Customers that link from your Email and Web site to CBM’s Web site under this program become ClydeBank Media’s customers and ClydeBank Media’s responsibility for purposes of their business relationship with CBM. ClydeBank Media Customer lists and other ClydeBank Media Customer information are ClydeBank Media’s trade secret information.
8.1 Duration and Automatic Renewal
The rights and obligations created hereunder shall continue in full force and effect for one (1) year following the date of this Agreement and will automatically renew for successive one-year terms unless terminated in writing by either party.
Either party may terminate this Agreement at any time, for any reason, by deleting their acceptance of the Offer through [email protected] upon five (5) days prior written notice of such termination to the other party.
In addition, ClydeBank Media shall be entitled to terminate this Agreement immediately if you materially breach or violate any terms or conditions of this Agreement, or if ClydeBank Media determines, in its sole discretion, that there are technical, or operational issues (e.g. interruptions caused by or shifts in online/Internet technology) that adversely affect the implementation of the Program, or the orders/referrals were obtained fraudulently, or through misrepresentation, in which case ClydeBank Media reserves the right to withhold payment of associated referral pending an investigation of the suspected fraud or misrepresentation.
Termination of this Agreement shall also terminate any outstanding Offer(s). However, all rights to payment, causes of action and any provisions that by their terms are intended to survive termination, shall survive termination of this Agreement.
8.3 Termination of Use of CBM Marks
Upon termination of this Agreement for any reason, you will immediately cease use of, and remove from your Site, all links to our Site, and all ClydeBank Media trademarks, trade dress and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program.
8.4 Termination of Commission Eligibility
You are only eligible to earn commissions on Qualifying Product Revenues occurring during the term of this Agreement, and referral fees earned through the date of termination will remain payable only if the related Qualifying Products are not canceled or returned by a Customer.
You represent and warrant that (a) you have the authority to enter into this Agreement and sufficient rights to grant any licenses expressed herein, and (b) any material displayed on your Site will not: (i) infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene; (v) violate any laws regarding unfair competition, anti-discrimination or false advertising; (vi) promote violence or contain hate speech; (vii) promote discrimination based on race, age, sex, religion, nationality, sexual orientation or disability; (viii) contain viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines’ or (ix) otherwise constitutes an “unsuitable Site” as determined by ClydeBank Media in accordance with the terms outlined in the Section 1 above titled “Participation in the Program.”
NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CLYDEBANK MEDIA MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY PRODUCTS SOLD THROUGH THE PROGRAM OR THAT OUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE AND WE WILL NOT BE RESPONSIBLE FOR CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
Each party hereby agrees to indemnify, defend and hold harmless the other party and its affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys’ fees) brought by a third party, arising out of a breach, or alleged breach, of any of its representations or obligations herein.
11. LIMITATION OF LIABILITY
In no event will either party be liable to the other party for any direct, indirect, special, exemplary, consequential or incidental damages arising from or related to this Agreement or the Program, even if informed of the possibility of such damages. Further, neither party’s aggregate liability arising from this Agreement and the Program shall exceed the total referral fees paid or payable to you under this Agreement.
12.1 No Agency
Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect, and nothing in this Agreement (including any Offer) shall create any partnership, joint ventures, agency, franchise, sales representative or employment relationship between the parties. Neither party shall make any statement, whether on their sites or otherwise, that reasonably would contradict anything in the paragraph.
12.2 Responsibility for Binding Agreement
You acknowledge that you have read this Agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit Customer referrals on terms that may differ from those contained in this Agreement or operate Sites that are similar to or compete with your Site. You have independently evaluated the desirability of participating in the Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
12.3 Jurisdiction; Venue
This Agreement shall be governed by the laws of the State of New York, without reference to rules governing choice of laws and you irrevocably consent to the jurisdiction of such courts. ClydeBank Media may freely assign their rights in this Agreement. An affiliate may not assign affiliate rights in this Agreement.
12.4 Counterparts; Manifestation of Assent
This Agreement may be agreed to in more than one counterpart, each of which together shall form one and the same instrument. The parties agree that execution and manifestation of assent may be achieved in any format convenient to the parties.
The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.
You may not assign this Agreement, by operation of law or otherwise, without our prior written consent, which may be withheld in our sole discretion. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and 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.
12.7 Equitable Relief
The parties agree that any breach of either of the party’s obligations regarding trademarks, service marks or trade names, confidentiality, links or the removal of links, and/or user data may result in irreparable injury for which there may be no adequate remedy at law. Therefore, in the event of any breach or threatened breach of a party’s obligations regarding trademarks, service marks or trade names, confidentiality, links or the removal of links, and/or user data, the aggrieved party will be entitled to seek equitable relief in addition to its other available legal remedies in a court of competent jurisdiction.
12.8 Obligation to Mediate in Good Faith
Except as provided in this Section 12.7, before either party initiates a lawsuit against the other relating to this Agreement, the parties agree to mediate all disputes and claims arising out of or relating to this Agreement, the parties’ performance under it, or its breach. To this end, either party may request, after informal discussions have failed to resolve a dispute or claim, that each party designate an officer or other management employee with authority to bind the party to meet in good faith and attempt to resolve the dispute or claim through mediation. During their discussions, each party will honor the other’s reasonable requests for information that is not privileged and relates to the dispute or claim. This Section does not apply (i) should the expiration of the statute of limitations for a cause of action be imminent, or (ii) if a party is seeking an injunction pursuant to Section 12.8.
12.9 Force Majeure
You acknowledge that ClydeBank Media’s servers, equipment, and services (e.g. tracking and reporting) may be subject to temporary modifications or shutdowns due to causes beyond ClydeBank Media’s reasonable control. Such temporary service interruptions will not constitute a material breach of this Agreement. CBM will use commercially reasonable efforts to provide the services contemplated under this Agreement and to remedy any temporary interruptions or other problems that adversely affect the Program.
12.10 Attorney’s Fees
In the event any action is commenced to construe or enforce any provision of this Agreement, the prevailing party, in addition to all other amounts such party is be entitled to receive from the other party, will be entitled to receive its reasonable attorneys’ fees and costs incurred in bringing such action.
12.11 Survival Sections
Sections 8 (Termination), 10 (Indemnification), 11 (Limitation of Liability), and 12 (General), including all subsections thereof, shall survive the termination of this Agreement.
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on the CBM Affiliate Program Site and providing notice of the modification via email message to the address provided. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules.
IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
12.13 Electronic Signatures Effective
The Agreement is an electronic contract that sets out the legally binding terms of your participation in the ClydeBank Media Affiliate Program. You indicate your acceptance of this Agreement and all of the terms and conditions contained or referenced in this Agreement by completing the CBM Affiliate Program application process. This action creates an electronic signature that has the same legal force and effect as a handwritten signature.