Affiliate Program Agreement
This Agreement contains the terms and conditions that apply to your participation in the Affiliate Program of World Language Resources, Inc. (WLR), and the establishment of links from your web site ("Affiliate Site") to WLR's web site, WorldLanguage.com ("Host Site").
1. Enrollment in the Affiliate Program
To begin the enrollment process, the affiliate will submit a complete Affiliate Program application via the Host Site. WLR will evaluate the affiliate's application in good faith and will notify the affiliate of the affiliate's acceptance or rejection in a timely manner. WLR may reject the affiliate's application if WLR determines (in WLR's sole discretion) that the Affiliate Site is unsuitable for the Affiliate Program for any reason, including, but not limited to, inclusion of content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable. If WLR rejects the affiliate's application, the affiliate is welcome to reapply to the Affiliate Program at any time.
2. Promotion of WLR's Affiliate Relationship
a. As an Affiliate Site, WLR will make available to the affiliate (via WorldLanguage.com's affiliate program" pages) a variety of graphic and textual links ("Link" or "Links"), which, subject to the terms and conditions hereof, the affiliate may display as often and in as many areas on the Affiliate Site as the affiliate desire. The Links will serve to identify the Affiliate Site as a member of WLR's Affiliate Program and will establish a link from the Affiliate Site to the Host Site. The Links may connect to specific places or products on the Host Site.
b. Agreements Regarding Links: In utilizing the Links, the affiliate agrees that the affiliate will cooperate fully with WLR in order to establish and maintain such Links. The affiliate also agrees to display in the Affiliate Site only those graphic or textual images (indicating a Link) that are provided by WLR, and the affiliate will substitute such images with any new images provided by WLR from time to time throughout the term of this Agreement. All Affiliate Sites shall display such graphic and/or textual images prominently in relevant sections of their site. All Links may be modified and/or expanded from time to time throughout the term of this Agreement pursuant to the mutual written agreement of the parties hereto. Each Link connecting users of the Affiliate Site to the pertinent area of the Host Site will in no way alter the look, feel, or functionality of the Host Site. In addition, WLR encourage (but do not require) the affiliate to include a Link to the home page of the Host Site.
3. WLR's Responsibilities
WLR will be responsible for providing all information necessary to allow the affiliate to make appropriate Links from the Affiliate Site to the Host Site. WLR will be solely responsible for processing every order placed by a customer following a special Link from the Affiliate Site, for tracking the volume and amount of sales generated by the Affiliate Site, and for providing information to Affiliate Sites regarding sales statistics. WLR will be responsible for order entry, payment processing, shipping, cancellations, returns, and related customer service.
4. Other Responsibilities and Opportunities of Affiliate Sites
a. If the affiliate qualify and agree to participate as an Affiliate Site, the affiliate shall display Links prominently throughout the Affiliate Site as the affiliate see fit and with WLR's consent.
b. Contests and Promotions: As an Affiliate Site, the affiliate will be entitled to participate and promote on the Affiliate Site any sweepstakes, contests, and special promotions WLR may offer, and in connection therewith, WLR shall make such contests and promotions available to users of the Affiliate Site. In addition, the affiliate will be entitled to earn commissions as set forth in sections 6 and 7 below.
c. Compliance with the Agreement: WLR has the right in WLR's sole discretion to monitor the Affiliate Site at any time and from time to time to determine if the affiliate are in compliance with the terms of this Agreement.
5. Commission Determination
a. Only products that are (i) sold by WLR, (ii) purchased by users linking to the Host Site from the Affiliate Site pursuant to a Link ("Linked Users"), and (iii) for which WLR has received full payment will qualify for a commission (each, a "Qualifying Purchase"). Commission rates will be based on the aggregate amount actually paid to WLR for Qualifying Purchases of the WorldLanguage.com Products, excluding amounts collected by WLR for sales taxes, duties, gift-wrapping, shipping, handling, and similar charges, amounts due to credit card fraud and bad debt, and credits for returned goods ("Net Sales"). All available items on the Host Site will be included in the computation of Net Sales.
b. Sales commission to be 3% of net sales on electronic items and 8% of net sales of all other items.
6. Reports and Payment of Commissions from Sales
a. The affiliate will be given a password and have the ability to enter a password-protected site to receive the affiliate's sales statistics on a daily basis.
b. When the total commissions due to the affiliate (based on Section 6 above) exceed one hundred dollars (USD $100), WLR will send a commission check for the applicable commission (less any taxes required to be withheld under applicable law) and a statement of activity to the affiliate. Such commission checks and statements of activity will be sent approximately thirty (30) days after the end of each three-month anniversary of the date of this Agreement. Sums less than $100 will be paid at the conclusion of the Agreement regardless of the amount owed.
7. Policies and Pricing
Customers who buy WorldLanguage.com Products through the Affiliate Program will be deemed to be customers of WorldLanguage.com. Accordingly, all of WLR's rules, policies, and operating procedures concerning customer orders, customer service, and WorldLanguage.com Product sales will apply to those customers. WLR may change WLR's policies and operating procedures at any time. For example, WLR will determine the prices to be charged for WorldLanguage.com Products sold under the Affiliate Program in accordance with WLR's own pricing policies. Prices and availability of WorldLanguage.com Products may vary from time to time. Because price changes may affect products that the affiliate already have listed on the Affiliate Site, the affiliate may not include price information in the affiliate's product descriptions. WLR will use commercially reasonable efforts to present accurate information, but WLR cannot guarantee the availability or price of any particular product.
8. Publicity
The affiliate shall not create, publish, distribute, or permit any written material that makes reference to
WLR without first submitting such material to WLR and receiving WLR's written consent, which WLR agree
shall not be unreasonably withheld.
9. No Ownership Interest of the Linked Site Conveyed to Affiliate
a. The Agreement in no way infers that the Linked Site belongs to Affiliate. No such ownership
interest is intended or conveyed. All of the materials and information appearing on the
Linked Site are copyrighted and are owned by World Language. The mere fact that the name
of the Linked Site may appear as "Affiliate," for the purposes of this Agreement, shall
not serve to convey any ownership interest in the Linked Site to Affiliate. Any trademarks
used in the Linked Site remain the sole and exclusive property of World Language.
b. The affiliate and WLR are independent contractors, and nothing in this Agreement will create
any partnership, joint venture, agency, franchise, sales representative, or employment
relationship between the parties. The affiliate will have no authority to make or accept
any offers or representations on WLR's behalf. The affiliate will not make any statement,
whether on the Affiliate Site or otherwise, that reasonably would contradict anything in
this Section.
10. Obligations Regarding Your Site
a. The affiliate will be solely responsible for the development, operation, and maintenance of the Affiliate Site and for all materials that appear on the Affiliate Site. Such responsibilities include, but are not limited to, the technical operation of the Affiliate Site and all related equipment; creating and posting product reviews, descriptions, and references on the Affiliate Site and linking those descriptions to WLR's catalogue; the accuracy and propriety of materials posted on the Affiliate Site (including, but not limited to, all WorldLanguage.com Product-related materials); ensuring that materials posted on the Affiliate Site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal.
b. WLR disclaims all liability for all such matters. Further, the affiliate will indemnify and hold WLR harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of the Affiliate Site.
c. The affiliate hereby agree that the Affiliate Site will not, in any way, copy or resemble the look and feel of the Host Site nor will the affiliate create the impression that the Affiliate Site is the Host Site or is a part of the Host Site, nor will the affiliate frame any page on the WorldLanguage.com Site being viewed by a user of the Affiliate Site who links to the WorldLanguage.com Site through a Link.
d. The affiliate also hereby agrees that the Affiliate Site will not contain any content of the Host Site or any materials which are proprietary to WorldLanguage.com, except (i) with WLR's prior written permission, or (ii) materials which are obtained by the affiliate via the WorldLanguage.com "affiliate program" site in accordance with the provisions hereof or the policies or instructions thereon.
11. Term of the Agreement
The term of this Agreement will begin upon WLR's acceptance of this Affiliate Program application and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. The affiliate is only eligible to earn commission on sales occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable only if the related WorldLanguage.com Product orders are not cancelled or returned. WLR may withhold the affiliate's final payment for a reasonable time to ensure that the correct amount is paid.
12. Modification
WLR may modify any of the terms and conditions contained in this Agreement at any time in WLR's sole
discretion. Modifications may include, but are not limited to, changes in the scope
of available commissions, commission schedules, payment procedures, and Affiliate Program
rules. If any modification is unacceptable to the affiliate, the affiliate's only recourse
is to terminate this Agreement. Your continued participation in the Affiliate Program following
WLR's posting of a new Agreement on the Host Site will constitute binding
acceptance of the change.
13. Disclaimers
WLR makes no express or implied warranties or representations with respect to the Affiliate Program or any
WorldLanguage.com Products sold through the Affiliate Program (including, without limitation,
warranties of fitness, merchantability, non-infringement, or any implied warranties arising
out of course of performance, dealing, or trade usage). In addition, WLR make no representation
that the operation of the Host Site will be uninterrupted or error free, and WLR will not be
liable for the consequences of any interruptions or errors.
14. Representations and Warranties
The affiliate hereby represents and warrants to WLR as follows:
a. This Agreement has been duly and validly executed and delivered by the affiliate and constitutes the affiliate's legal, valid, and binding obligation, enforceable against the affiliate in accordance with its terms.
b. The execution, delivery, and performance by the affiliate of this Agreement and the consummation by the affiliate of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which the affiliate are subject, (ii) any order, judgment, or decree applicable to the affiliate or binding upon the affiliate's assets or properties, (iii) any provision of the affiliate's by-laws or certificate of incorporation, or (iv) any Agreement or other instrument applicable to the affiliate or binding upon the affiliate's assets or properties.
c. The affiliate is the sole and exclusive owner of the Affiliate Trademarks and has the right and power to grant to WLR the license to use the affiliate's trademarks in the manner contemplated herein, and such grant does not and will not (i) breach, conflict with, or constitute a default under any Agreement or other instrument applicable to the affiliate or binding upon the affiliate's assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.
d. No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by the affiliate in connection with the execution, delivery, and performance of this Agreement or the taking by the affiliate of any other action contemplated hereby.
e. There is no pending or, to the best of the affiliate's knowledge, threatened claim, action, or proceeding against the affiliate, or any affiliate of yours, with respect to the execution, delivery, or consummation of this Agreement, or with respect to the affiliate's trademarks, and, to the best of the affiliate's knowledge, there is no basis for any such claim, action, or proceeding.
f. The affiliate is adult of at least 18 years of age.
15. Confidentiality
Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning WLR or the affiliate, respectively, or any of WLR's Affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
16. Limitation of Liability
WLR WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF WLR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, WLR'S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO THE AFFILIATE UNDER THIS AGREEMENT.
17. Indemnification
The affiliate hereby agrees to indemnify and hold harmless WorldLanguage.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 WLR's 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 the affiliate herein, or (iii) any claim related to the Affiliate Site, including, without limitation, content therein not attributable to WLR.
18. Independent Investigation
THE AFFILIATE ACKNOWLEDGES THAT THE AFFILIATE HAS READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. THE AFFILIATE UNDERSTANDS THAT WLR MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. THE AFFILIATE HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
19. Interpretation
In the event of an ambiguity in, or a dispute regarding, the interpretation of this Agreement, the interpretation shall not be resolved by any rule of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party that drafted this Agreement.
20. Modification
No waiver, alteration or modification of any of the provisions of the Agreement
shall be binding unless in writing and signed by the parties to the Agreement.
21. Governing Law
This Agreement has been entered into and executed in the State of California, and shall be interpreted in accordance with the laws of the State of California. Any action relating to this Agreement must be brought in the federal or state courts located in California, and the affiliate irrevocably consent to the jurisdiction of such courts. The affiliate may not assign this Agreement, by operation of law or otherwise, without WLR's prior written consent. 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. WLR's failure to enforce the affiliate's strict performance of any provision of this Agreement will not constitute a waiver of WLR's right to subsequently enforce such a provision or any other provision of this Agreement.
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