BLOGGER/SOCIAL MEDIA AFFILIATE PROGRAM AGREEMENT
This Blogger Affiliate Program Agreement (this “Agreement”) is entered into between Turbo Ion, Inc. dba CROC, a California corporation with its principal place of business at 6800 8th Street, Buena Park, CA 90620 (“Turbo Ion”) and You, the Blogger/Social Media Affiliate utilizing the www.crocusa.com website affiliate service (“You, “Your,” or “Affiliate”), collectively referred to as the “Parties”.
NOW, THEREFORE, based on the facts set forth above, and in consideration of the mutual covenants and conditions set forth herein, the Parties hereto agree as follows:
Section A. Affiliate Defined/Terms of Participation
The Affiliate Program is a sales referral program that allows you to become an “Affiliate” of Turbo Ion to help sell CROC Branded Products on www.crocusa.com. To earn a commission, your client, customer, family or friend must use your unique personal referral coupon code (“Personal Code”) when purchasing CROC Branded Products on www.crocusa.com. All commissions are limited to sales received with Blogger’s Personal Code on the www.crocusa.com website.
An Affiliate may only have one (1) account in the Affiliate Program.
To participate in the Affiliate Program, you must be at least eighteen (18) years of age and a legal resident of the United States of America or Canada.
Section B. Compensation/Referral Fees/Commission
Affliliate acknowledges that Turbo Ion reserves the right, in its sole discretion, to change all compensation/referral fees/commission without notice. Specifically, Turbo Ion may change its referral fees/compensation from time to time without notice to the Blogger.
- Personal Referral Coupon Code. Turbo Ion shall provide Affiliate with a unique Personal Code that may be given to third parties to buy CROC Branded Products on crocusa.com. Third Parties means friends, customers, colleagues, associates, clients and any other individual/entity. Turbo Ion shall compensate Affiliate Ten percent (10%) for each order received with the Personal Code on www.crocusa.com. Turbo Ion will provide Affiliate with a specialized URL link containing the Affiliate’s Personal Code to be used on Affiliate’s social media accounts and websites.
- Compensation/Commission Schedule. Pursuant to the terms and conditions of this Agreement and in consideration of payment received for the sale of CROC Branded Products on crocusa.com with Affiliate’s Personal Code, Turbo Ion shall send the compensation to Affiliate by check thirty (30) days after the end of each quarter annually. The first Quarter ends on March 31 each year, the Second quarter ends on June 30 each year, the Third quarter ends on September 30 each year, and the Fourth quarter ends on December 31 each year. Hence, checks will be mailed to Affiliate on April 30, July 31, October 31 and January 30 each year. Turbo Ion reserves the right to change the Compensation/Commission schedule from time to time.
Section D. Compensation/ Commission Terms and Conditions
- Refunded/Cancelled or “Zero” Orders. Turbo Ion will only pay commissions to Affiliate on monies actually received by Turbo Ion with Affiliate’s Personal Code on crocusa.com. Commissions will not be paid to Affiliate for refunds, cancelled orders or “Zero” balance orders. In the event that Affiliate received a commission on a sale refunded, cancelled or “Zero” balance orders, Turbo Ion will deduct the commission received from your commission amount in the current Quarter.
- Prohibited Behavior.
- Unauthorized Promises/Incentives on Behalf of Turbo Ion. Affiliate is prohibited from making false representations with regards to Turbo Ion discounts/policies/incentives.
- Affiliate is prohibited from posting his/her Personal Code on any of Turbo Ion websites to promote personal sales and commissions. All solicitation shall be done separate and apart from Turbo Ion. Affiliate represents that solicitations will be made according to Federal and State laws.
In the event Affiliate violates 2. Prohibited behavior described above, Turbo Ion may immediately terminate Affiliate’s participation in the Affiliate Program.
- Acknowledgement & Acceptance of Turbo Ion Warranties & Policies. Affiliate accepts and acknowledges Turbo Ion’s Warranty Policies and all other policies enforced by Turbo Ion. All Warranty information and Policies can be found on Turbo Ion’s website. In addition, Affiliate shall make reasonable efforts to become knowledgeable of all Turbo Ion Policies such that Affiliate does not make misrepresentations in regards to Turbo Ion products and procedures.
Section E. Rights and Interests in Trademarks and other related Intellectual Property
Affiliate acknowledges that the Trademarks “Turbo Ion,” “Croc,” other related Trademarks, Copyrights, Patents and Intellectual Property (the “IP”) are the owned solely and exclusively by Turbo Ion. Affiliate shall not seek or obtain any registration of the IP in any name or participate directly or indirectly in such registration anywhere in the world.
Section F. Limited License
Turbo Ion grants Affiliate a nonexclusive, revocable right to use certain image(s)/graphic(s) and text(s) provided by Turbo Ion in writing, solely for the purpose of identifying your site as an Turbo Ion Affiliate as described above. Affiliate is prohibited from using such image(s)/graphic(s) and text(s) in an offline promotion or other offline manner. Affiliate is also prohibited from modifying the image(s)/graphic(s), text(s), any other image(s), trade names, trademark, and all other intellectual property rights. Turbo Ion may revoke this license at any time by giving Affiliate written notice of the revocation.
Section G. No Publicity
Affiliate may not issue any press release with respect to this Agreement or in participation in the Affiliate Program. Turbo Ion will provide Affiliate with a small graphic image that identifies your site as an Affiliate Program participant. Turbo Ion reserves the right to modify any text or graphic provided to you. Affiliate agrees not to misrepresent or embellish the relationship between Affiliate and Turbo Ion, or express or imply any relationship or affiliation between Turbo Ion and Affiliate or any other person unless expressly permitted by this Agreement.
Section H. Independent Contractor
In this Agreement, Affiliate shall be considered an independent contractor. Therefore, nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties. Affiliate will have no authority to make or accept offers, promotions, advertisement or to make representations on behalf of Turbo Ion. As an Independent Contractor, Affiliate is responsible and fully liable for any tax consequences derived from the receipt of a Commission under this Agreement and will indemnify and hold Turbo Ion harmless for any lack of compliance with tax obligations related to any commission that Affiliate receives
Section I. Affiliate’s Website & Social Media Accounts
Affiliate will be solely responsible for the development, operation and maintenance of his/her website and social media accounts and for all materials that appear on your site.
Section J. Compliance with Laws
As a condition of your participation in the program, Affiliate agrees that as an affiliate, he/she will comply with all laws, ordinance, rules, regulations, orders, licenses, permits, judgments, decision or other requirements of any governmental authority that has jurisdiction over you, whether those laws are now in effect or later come into effect during the time you are participating in the Affiliate Program. Without limiting the foregoing obligation, Affiliate agrees that as a condition of participating in the Affiliate Program, Affiliate will comply with all applicable laws (federal, state or otherwise) that govern online marketing and email, including without limitation, the Children’s Online Privacy Protection Act (COPRA), the CAN-SPAM Act of 2003, and the Americans with Disabilities Act.
Section K. Termination
Either Party may terminate this Agreement for any reason at any time. In the event of termination, any compensation that is owed to Affiliate will be mailed to you in accordance with the terms described in Section C. Upon termination of this Agreement for any reason, Affiliate will immediately cease use of, and remove from Affiliate’s site, all links, graphics, texts, trademarks, trademarks, trade dress, logos, and all other materials provided by or on behalf of Turbo Ion in connection with this Agreement and participation of the Affiliate Program.
Section L. Representations and Warranties
Turbo Ion makes no warranties or representations to Affiliate of any kind, express or implied, with respect to Affiliate’s relationship with Turbo Ion. Turbo Ion expressly disclaims any implied warranty of merchantability or fitness of this Affiliate Program for a particular purpose. Turbo Ion makes no representation that the operation of Turbo Ion’s www.crocusa.com website will be uninterrupted or error-free, and Turbo Ion will not be liable for the consequences of any interruptions or errors. Turbo Ion shall not be liable for any damages suffered by Affiliate, whether direct or indirect, special, incidental, exemplary, or consequential, damages or any loss of revenue of profits regardless of cause or fault in connection with this Agreement and the Affiliate Program. If Turbo Ion is deemed to have any liability, our aggregate liability arising out of this Agreement and the Affiliate Program will not exceed the total commission paid to Affiliate annually.
Section M. Indemnification
Affiliate agrees to indemnify and hold Turbo Ion, its affiliates, officers, directors and employees harmless from any claim, action, demand, loss, or damages (including attorneys’ fees) arising out of Affiliate’s website, this Agreement and the Affiliate Program.
Section N. Amendment
Turbo may amend the terms and conditions of this Agreement at any time. Any change will be sent in writing to Affiliate by certified mail or electronic mail provided by the Affiliate. If Affiliate does not agree with any changes implemented by Turbo Ion, Affiliate may terminate this Agreement.
Section O. Assignment
This Agreement is personal to the Affiliate. Affiliate may not assign his/her rights under this Agreement without prior written consent from Turbo Ion. Turbo Ion may assign this Agreement at any time for any reason.
Section P. Notification of Account Changes
Affiliate agrees to provide Turbo Ion with accurate and updated information relating to Affiliate’s participation in the Affiliate Program and information that Turbo Ion deems necessary or desirable. Affiliate agrees to notify Turbo Ion of any name, address, email address, telephone number, billing information etc. changes.
Section Q. Notices
All notices given pursuant to this Agreement shall be in writing and may be delivered, to the parties at the physical address or email address provided to Turbo Ion by the Affiliate.
Section R. Arbitration
Any dispute relating in any way to this Agreement (including actual or alleged breach hereof), any transactions or activities under this Agreement or Blogger’s relationship with Turbo Ion shall be submitted to a confidential arbitration in Los Angeles, California, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the State of California or any other court of competent jurisdiction. Blogger consents to the non-exclusive jurisdiction and venue in state and federal courts in the state of California. Arbitration under this Agreement shall be conducted under the commercial rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
Section S. Governing Law
This Agreement shall be governed by the laws of the State of California.
Section T. Miscellaneous
If any dispute over the meaning, interpretation, valid or enforceability of this Agreement of any its terms or conditions, there shall be no inference, presumption or conclusion drawn whatsoever against any party by virtue of its having drafted any portion of this Agreement. The invalidity or unenforceability of any provision of the Agreement shall not affect the validity or enforceability of any other provision. This Agreement contains the entire understanding of the Parties, and there are no representations, warranties, promises or undertaking other than those contained herein. This Agreement supersedes and cancels all previous agreements between the Parties.