Terms and Conditions of Service for Affiliate Partners
AGREEMENT BETWEEN PARTNER AND APPOINTMENTQUEST
This Agreement contains the complete terms and conditions that apply to any individual's or entity's participation in the AppointmentQuest Affiliate Partner Program (the "Program") As used in this Agreement, "AppointmentQuest" means AppointmentQuest LLC, and "you" means the Affiliate Partner Program applicant or participant. This Affiliate Partner Program Service Agreement (the "Agreement") is made by and agreed to between AppointmentQuest LLC ("AppointmentQuest"), and you ("you") the Affiliate Partner Program applicant or participant.
1) Affiliate Partner Program Enrollment
To become an AppointmentQuest Affiliate Partner, you must complete and submit a Affiliate Partner Program application by completing AppointmentQuest Partner Enrollment. Initially all applicants are approved for Affiliate Partner accounts, and upon submission will be supplied with a unique Partner Key that must be used in accordance with our guidelines. Your application may be reviewed within 48 hours, and at that time AppointmentQuest may reject the application if in our sole discretion your site is unsuitable for our Partner Program. Unsuitable sites include those that:
(a) Promote sexually explicit material(s);
(b) Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
(c) Contain or promote: libelous, defamatory, abusive, bigoted, hate-oriented, illegal, cracking, hacking or warez;
(d) Promote violence, illegal activities, offer any illegal good or service, or link to a Web site(s) that do so;
(e) Violate intellectual property rights;
(f) Engage in unsolicited commercial e-mail, "spamming", or indiscriminate advertising;
(g) Or those sites linking to sites, pages or resources containing any of the aforementioned items.
If at anytime it is determined that a site or previously approved resource has become unsuitable for our Affiliate Partner Program, AppointmentQuest reserves the right to, and will terminate this agreement using our sole discretion.
2) Linking to AppointmentQuest Web Site
During the term of this agreement you may link to AppointmentQuest's web site only as specifically outlined below in order to earn commissions. AppointmentQuest will provide you with properly formatted code for use when linking to our site. To allow accurate tracking and commission reporting, AppointmentQuest will provide you with a special link formatted for your specific Partner Key. It is your responsibility to ensure that each of these links utilizes the format provided and conforms to our guidelines for accurate tracking.
2.1) Use of Links
All links must be placed by you in such a manner that it is unlikely to mislead a visitor, and that it is reasonably likely that the links will deliver bona fide clicks by the visitor to AppointmentQuest web site from the link provided. You shall not in any manner cause a sale or click to be made that is not in good faith. You may not place links to AppointmentQuest web site:
(a) In any unsolicited e-mail or spam;
(b) On any banner exchanges or banner networks, link pages, search engines or index services;
(c) In chatrooms, guestbooks, IRC channels, newsgroups, forums, bulletin or message boards.
3) Tracking and Reporting
AppointmentQuest shall provide you with access to tracking, reporting and general support services during the term of this agreement. All information shall be tracked through the unique Partner Key provided to you regarding clicks, leads, and sales. Transaction details are provided on a "real-time" basis whenever possible, but there may be at times transaction reporting delays. All balances and figures available to you are shown only in U.S. dollars, and will be paid as described in paragraph 5.
3.1) Order Processing
AppointmentQuest will process service orders placed by customers who follow Links from your site to ours. AppointmentQuest will be responsible for all aspects of order processing and fulfillment, including but not limited to processing payments and handling all customer service issues. AppointmentQuest reserves the right to reject new customer account enrollments that do not comply with any requirements that AppointmentQuest may establish. AppointmentQuest also reserves the right to reject enrollments or deny enrollment affiliation to new customer accounts that match or are suspected to match you, your business entity or its subsidiaries.
4) Affiliate Partner Commission Rate
After review and approval, you will be paid a commission at a minimum rate of 20% for all qualified monthly service fee charges for enrolled customer accounts, excluding free service promotions, plans and memberships, trials, your own customer account fees, service suspension periods, surcharges and service termination fees. Your exact commission rate is defined by your Partner Discount Plan and will depend on a number of active customer accounts referred by you. Your commission rate is the Commission defined by the Affiliate Partner Discount Plan.
5) Payment Information
If during the calendar month you have earned at least $25.00 in referral commissions, you will be paid or compensated as indicated during the application process. If the referral commission is less than $25.00, AppointmentQuest will hold payment until the total amount due is at least $25.00 or this agreement is terminated. Approximately 35 days following the issuance of your monthly Account Statement, you will be paid or compensated by either company check or service credit depending on your current payment selection, subject to this Service Agreement. All commissions and compensations due will be paid in U.S. dollars.
6) Privacy and Confidentiality
During the course of our relationship, AppointmentQuest or you, may provide the other with information that is confidential and/or proprietary to that party or a third party, as is designated by the disclosing party to be ("Confidential Information") The receiving party agrees to make commercially reasonable efforts, but in no case no less effort than it uses to protect its own Confidential Information, to maintain the confidentiality in order to protect any proprietary interests of the disclosing party. "Confidential Information" shall not include information that is or becomes part of the public domain through no act or omission of the receiving party, or is lawfully received by the receiving party from a third party without restriction on use or disclosure and without breach of this Agreement or any other agreement without knowledge by the receiving party of any breach of fiduciary duty, or that the receiving party had in its possession prior to the date of this Agreement.
7) Termination from Affiliate Partner Program
After you have been approved by AppointmentQuest your account may be terminated if:
(a) Any portion of sections 1a through 1g, and/or 2.1a through 2.1c is violated;
(b) After a reasonable amount of time affiliation has not earned any commissions or pay out;
(c) Affiliate is found breaching the licensing provisions of this Agreement;
(d) For any reason in our sole discretion AppointmentQuest feels that the affiliate relationship is not in our best interest.
8) Disclaimer of Warranties
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, BOTH PARTIES DISCLAIM ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO;
(a) BE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE;
(b) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS;
(c) THAT A PARTY'S SECURITY METHODS EMPLOYED WILL BE SUFFICIENT;
(d) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY, OR;
(e) AGAINST INTERFERENCE WITH ENJOYMENT OF A PARTY'S "INFORMATION" (WEB SITE) ALL 'INFORMATION' AND 'COMPUTER PROGRAMS' PROVIDED IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH THE USER.
9) Limitation of Liability
(a) THE EXCLUSIVE REMEDIES OF MEMBER AGAINST APPOINTMENTQUEST LLC FOR ALL LOSS, LIABILITY, EXPENSE OR DAMAGE ARISING FROM OR RELATED TO THIS AGREEMENT SHALL BE (I) .FOR BODILY INJURY OR DEATH TO ANY PERSON NEGLIGENTLY CAUSED BY APPOINTMENTQUEST LLC, MEMBER'S RIGHT TO DIRECT PROVEN DAMAGES; AND (II) FOR ALL OTHER CLAIMS, DIRECT PROVEN DAMAGES, WHICH IN THE AGGREGATE FOR ALL CLAIMS UNDER THIS AGREEMENT SHALL NOT EXCEED $500.
(b) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, APPOINTMENTQUEST LLC SHALL IN NO EVENT BE LIABLE FOR: (I) ANY INDIRECT, INCIDENTAL, RELIANCE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) SUSTAINED OR INCURRED IN CONNECTION WITH THIS AGREEMENT; OR (II) DAMAGES DUE TO CAUSES BEYOND THE REASONABLE CONTROL OF APPOINTMENTQUEST LLC OR OMISSIONS OF ANY PERSON OTHER THAN APPOINTMENTQUEST LLC; OR (III) DAMAGES OR LOST COMMISSIONS RELATING TO APPOINTMENTQUEST LLC REFUSAL, INABILITY OR FAILURE TO PROVIDE OR IMPROPER PROVISION OF ANY SERVICES TO ANY CUSTOMER OR FOR ANY DELAYS IN THE PROVISION OF ANY SUCH SERVICES TO ANY CUSTOMER OR IN THE EVENT OF DISCONTINUATION OF ANY OR ALL OF THE SERVICES.
(c) THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY, STRICT LIABILITY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OF ANY KIND) OR OTHERWISE); AND WHETHER OR NOT APPOINTMENTQUEST LLC HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR WHETHER THEY WERE OTHERWISE FORESEEABLE.
10) Authority and Compliance with Laws
Each party represents and warrants to the other party as to itself that the person executing this Agreement is authorized to do so on such party's behalf. Each party is responsible for compliance with the applicable local laws in the jurisdiction from which it operates and represents and warrants such compliance. Each party represents and warrants that the party shall have all appropriate authority and rights to grant the licenses hereunder, and that to the party's knowledge the licenses do not infringe a third party's (or the other party's) intellectual property rights.
Each party shall defend, indemnify and hold the other party harmless against all claims, suits, costs, damages and judgments incurred, claimed or sustained by third parties, for the indemnitor's breach of this Agreement and for claims of product liability and/or malpractice or misfeasance in the performance of services ("Claims") Should any Claim give rise to a duty of indemnification under the provisions of this Agreement, then the indemnitee shall promptly notify the indemnitor, and the indemnitee shall be entitled, at its own expense, and upon reasonable notice to the indemnitor, to participate in, control the defense, compromise and to defend such Claim. The indemnitor may not settle any claim without the consent of the indemnitee, except upon terms and conditions offered or consented to by the indemnitee, which consent shall not be unreasonably withheld. Neither participation nor control in the defense shall waive or reduce any obligations to indemnify or hold harmless.
10.2) Choice of Law / Attorneys Fees
This agreement shall be governed by the laws of the State of Colorado, United States of America, except for rules held invalid or unenforceable, and you and AppointmentQuest LLC each submit to the exclusive jurisdiction of the courts in the State of Colorado.
10.3) Force Majeure
Neither AppointmentQuest or you shall be liable for reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet service providers, riots, insurrection, war (or similar), fires, flood, earthquakes, explosions, etc.
10.4) Assignment and Acknowledgement
Neither party may assign this Agreement without the prior express written permission of the other party. Your use of the AppointmentQuest service is acknowledgement by you that you have read, understood and agreed to each and every term and provision of this Agreement.
YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OF AGE ON THE EFFECTIVE DATE OF THIS AGREEMENT, AND ARE LEGALLY AUTHORIZED TO ACT ON BEHALF OF THE COMPANY OR ENTITY INDICATED IN YOUR AFFILIATE PARTNER APPLICATION.