PLEASE READ THE ENTIRE AGREEMENT.
YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND BLACK LAB SPORTS, LLC. (DBA iSplack and iSplack.com)
BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in iSplack.com's Affiliate Program. The purpose of this Agreement is to allow you to sell iSplack products either through providing a Promo Code uniquely attributable to you for your customers to use when ordering products from the iSplack.com web site or to allow you to sell iSplack products in approved offline methods, including door to door, through fund raisers, in retail locations approved by iSplack and such other means. Please note that throughout this Agreement, "we," "us," and "our" refer to iSplack.com, and "you," "your," and "yours" refer to the affiliate.
2. Affiliate Obligations
2.1. To begin the enrollment process, you will complete and submit the Affiliate Application at the bottom of this page, attached hereto and incorporated herein by this reference. The fact that we auto-approve applications does not imply that we may not re-evaluate your application at a later time. We may reject your application or terminate this agreement at our sole discretion. By way of example, but not limitation, we may cancel your application or terminate this agreement if we determine that your site, marketing, sales efforts or business is unsuitable for our Program, including if it:
2.1.1. Promotes sexually explicit materials
2.1.2. Promotes violence
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
2.1.4. Promotes illegal activities
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
2.1.6. Includes "iSplack" or variations or misspellings thereof in its domain name
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
2.1.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are iSplack.com or any other affiliated business.
2.2. As a member of iSplack.com's Affiliate Program, you will have access to a unique Promo Code uniquely attributable to you for (i) Customers: your customers to use when ordering products from the iSplack.com web site and (ii) New Affiliates: the people, entities, or groups you recruit to become an affiliate to use when signing up as an affiliate on the iSplack.com website. In addition, you will be able to order product yourself for resale or personal use through the iSplack.com website again using your unique Promo Code.
2.3. iSplack.com reserves the right, at any time, to review your site, marketing and sales techniques and processes, and reserves the right to require that you to change such site, marketing and sales techniques and processes to comply with the guidelines provided to you.
2.4. The maintenance and the updating of your site, marketing and sales techniques and processes will be your responsibility. We may monitor your site, marketing and sales techniques and processes as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.
2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site, marketing, sales efforts or business. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.
3. iSplack.com Rights and Obligations
3.1. We have the right to monitor your site, marketing, sales efforts or business at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site, marketing, sales efforts or business that we feel should be made, or to make sure that your links to our web site or affiliation with our business is appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site, marketing, sales efforts or business that we feel are necessary, we reserve the right to terminate your participation in the iSplack.com Affiliate Program.
3.2. ISplack.com reserves the right to terminate this Agreement and your participation in the iSplack.com Affiliate Program immediately and without notice to you should you commit fraud in your use of the ISplack.com Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, iSplack.com shall not be liable to you for any commissions for such fraudulent sales.
3.3. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.
Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice and effective as of the date of such 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 event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and iSplack.com's Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in iSplack.com's Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
On or about the first business day after the 15th of the month following the month in which you have earned a Commission (as defined in Exhibit A) for a Qualified Sale (as defined in Exhibit A) (a “Monthly Commission), iSplack will pay you via Stripe or such other payment methodology approved by iSplack sixty percent (60%) of the applicable Monthly Commission earned in accordance with the then current commission plan set forth initially on Exhibit A (attached hereto and incorporated herein by this reference) and as may be revised form time by iSplack and posted at www.isplack.com/affiliate; provided such earned Monthly Commission is above $20 in amount. On or about the first business day after the 45th day following the month in which you have earned a Monthly Commission, iSplack will pay you via Stripe or such other payment methodology approved by iSplack forty percent (40%) of the applicable Monthly Commission earned in accordance with the then current commission plan set forth initially on Exhibit A and as may be revised form time by iSplack and posted at www.isplack.com/affiliate; provided such earned Monthly Commission is above $20 in amount.
7. Commission and Order Reporting
On or about the 15th day after the end of each month, iSplack will endeavor to provide you reporting via email setting forth (i) the number of products sold by you or one of your Qualified Reps (as defined in Exhibit A) in an applicable month, (ii) the amount of Commissions earned, and (iii) such other information as iSplack deems necessary and relevant to you.
8. Promotion Restrictions
8.1. You are free to promote your own web sites or your products or services, but naturally any promotion that mentions iSplack.com could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by iSplack.com. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote iSplack.com or its products so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote iSplack.com or its products so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from iSplack.com. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the iSplack.com Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
8.2. Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as iSplack.com, iSplack, www.isplack, www.iSplack.com, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from iSplack’s Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior.
8.3. Affiliate shall not transmit (a) tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, Bing, Yahoo, Ask, AOL Search, and similar search or directory engines); (c) set commission tracking cookies through loading of iSplack’s site in IFrames, hidden links and automatic pop ups that open iSplack.com’s site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.
9. Grant of Licenses
9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through the use of a unique Promo Code solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of iSplack.com's Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of iSplack.com and the good will associated therewith will inure to the sole benefit of iSplack.com.
9.2. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
YOU AGREE THAT THE SITE, THE PRODUCTS AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND THAT YOUR USE OF THE SERVICE OR PRODUCTS PROVIDED BY ISPLACK SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, ISPLACK, ITS AFFILIATES, AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE, THE SERVICE, THE PRODUCT AND YOUR ACCESS TO AND USE THEREOF, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, NON- INFRINGEMENT, OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. ISPLACK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE CONTENTS OF THE SITE OR ANY PRODUCTS OR SERVICES LISTED FOR SALE ARE FIT FOR ANY PARTICULAR PURPOSE OR WILL MEET ANY USER'S REQUIREMENTS, AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES OR THE PRODUCTS, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE OR THE SITE, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY, AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY PRODUCT OR CONTENT POSTED, EMAILED, TRANSMITTED, SOLD, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE OR THE SITE. ISPLACK DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND ISPLACK WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. ISPLACK IS NOT RESPONSIBLE FOR ANY DAMAGES OR LOST PROFITS THAT RESULT FROM THE USE OF THE SITE, THE SERVICE OR THE PRODUCTS. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
11. Representations and Warranties
You represent and warrant that:
11.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
12. Limitations of Liability
YOU AGREE THAT ISPLACK, ITS AFFILIATES, AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND/OR AGENTS SHALL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL ISPLACK.COM'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE LESSER OF (I) $100 OR (II) THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
You hereby agree to indemnify and hold harmless iSplack.com, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, (iii) any claim related to your site, including, without limitation, content therein not attributable to us, or (iv) any claim related to your marketing, sales or general business.
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
15.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and iSplack.com. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.
15.2. You may not assign your rights or obligations under this Agreement to any party. iSplack may assign its rights or obligations under this Agreement to any party, upon notice to you, including, but not limited to a subsidiary, affiliate or representative or a third party that acquires all or substantially all of the business or assets of iSplack.
15.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Colorado without regard to the conflicts of laws and principles thereof.
15.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
15.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
15.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
15.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.
Commissions (as of August 22, 2014 and subject to change by iSplack)
(1) “Qualified Sales” shall mean sales to Customers (as hereinafter defined) that are bona fide sales and are not returned to iSplack
(2) “Retail Price” shall be the iSplack suggested retail price which shall be designated on the iSplack.com site and may be changed from time to time by iSplack in its sole discretion.
(3) “Net Price” shall be the price after deducting any discounts to the Retail Price offered to Customers.
(4) “Qualified Rep” shall mean a new independent contractor representative who signs the Affiliate Agreement with iSplack, completes an affiliate application, is accepted by iSplack and whose Affiliate Agreement has not been terminated.
(5) “Customers” shall mean end user parties who make purchase on the iSplack.com site of iSplack products or services.
Level 1 Commissions:
For all Customers that enter your unique Promo Code during the purchasing process, they will receive a 10% discount off of the Retail Price and you shall earn
(a) A commission of 10% of the Net Price for such sale after any return period for such product has expired and provided such sale remains a Qualified Sale.
(b) An additional 2.5% commission on such Qualified Sales described in subparagraph (a) if in the month that such 10% commission is earned, you have at least one (1) Qualified Sale to at least ten (10) Customers; and
(c) An additional 2.5% commission on such Qualified Sales described in subparagraph (a) if in the month that such 10% commission is earned, you have at least ten (10) posts with photos or videos containing the use of iSplack and referencing #iSplack on Facebook, Twitter, or Instagram.
Level 2 Commissions:
For Qualified Reps that enter your unique Promo Code during their application process and for so long as such independent contractor representative remains a Qualified Rep, you shall earn
(i) A 2% commission of the Net Price for such sale to such Qualified Reps Customer(s) after any return period for such product has expired and provided such sale remains a Qualified Sale.
(ii) An additional 2% commission on such Qualified Sales described in subparagraph (i) if in the month that such 2% commission is earned, your Qualified Reps have at least one (1) Qualified Sale to at least ten (10) Customers; and
(iii) An additional 1% commission on such Qualified Sales described in subparagraph (i) if in the month that such 2% commission is earned, you cause at least one (1) new Qualified Rep with your unique promo.
iSplack shall have the right to chargeback (including set off against future commissions) any improperly paid commissions, including, but not limited to sales that are determined by iSplack to be (i) not Qualified Sales, (ii) fraudulent or illegal, (iii) a result of actions in violation of this Agreement, or (iv) otherwise unacceptable to iSplack.