Agent Crate Inc.
Version Date: March 7, 2018
- Relationship of Parties
This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Agent Crate Inc. and the Affiliate. Affiliate shall provide services for Agent Crate Inc. as an independent contractor. The Affiliate shall have no authority to bind Agent Crate Inc. into any agreement, nor shall the Affiliate be considered to be an agent of Agent Crate Inc. in any respect.
- About the Program
As a member of the Affiliate Program, subject to these Terms, Agent Crate Inc. will use commercially reasonable efforts to provide you access to a web interface dashboard (“Affiliate Dashboard”) by AffiliateWP, a third-party technology provider engaged by Agent Crate Inc. (or such subsequent administrator designated by Agent Crate Inc., the “Program Administrator”), to administer the Affiliate Program. Through the Affiliate Dashboard, you will be provided a hyperlink (“Custom Affiliate Link”) that is “tagged” with a unique identifier associated with your account.
To join the Affiliate Program, you must create and maintain an affiliate account (“Affiliate Account”) with Agent Crate Inc. or the Program Administrator so that we have the information and communication channels necessary for both parties to perform their obligations under these Terms. To create an Affiliate Account, you must provide the information requested at registration which may include:
- the first and last name of the individual creating the Affiliate Account;
- a valid email address, which the individual creating the Affiliate Account has the right to access and use;
- a valid address; and
- the name of your company, if applicable (collectively, and together with any other information you may provide us in creating your Affiliate Account, “Affiliate Account Information”).
By providing Affiliate Account Information, you acknowledge and agree that Agent Crate Inc. may use such information to communicate with you about the Affiliate Program and Agent Crate Inc.’s available commercial offerings. Agent Crate Inc. may send you commercial email messages that you may or may not have the ability to opt-out of.
When you provide us Account Information, you represent and warrant that it is complete, true, current and accurate, and you agree that if a change occurs and such Account Information is no longer complete, true, current or accurate, you will, promptly update your Account to reflect such change.
Agent Crate Inc. relies entirely on Program Administrator’s determination of which, if any, unique identifier is associated with the sale of a subscription plan and is not obligated to independently investigate or confirm Program Administrator’s determination. Your Affiliate Dashboard may display information relating to subscriptions purchased by Referred Customers and may make certain Commission information available to you, such as how many of Prospective Customers visited the Agent Crate Inc. Site, how many of those created an account, how many of those purchased a product or service, and anticipated Commissions. This information, if provided, is solely for your convenience.
Without limiting the above, Agent Crate Inc. makes no representation or warranty that information provided in the Affiliate Profile is 100% accurate or that the number of Referred Customers associated with your Affiliate Account—as may be reflected in Agent Crate Inc.’s internal records or on your Affiliate Dashboard—accurately reflects the number of Prospective Customers who have actually subscribed to the Service using your Custom Affiliate Link.
- Promotional Materials
Agent Crate Inc. shall make available to the Affiliate promotional materials including banners, buttons, text links and other graphics. The Affiliate shall utilize these materials on their website, social media channels, and marketing materials as the Affiliate sees fit in accordance with this Agreement.
The following terms, conditions, and specifications apply to the use of promotional materials:
a. The Affiliate may not use any graphic, textual or other materials to promote Agent Crate Inc.’s website, products or services other than the provided promotional materials unless Agent Crate Inc. agrees to such other materials in writing prior to their display.
b. The Affiliate may only use the promotional materials to promote Agent Crate Inc.’s website and the products and services available thereon.
c. Affiliate will not modify the promotional materials as provided by Agent Crate Inc.. If the Affiliate wishes to modify these materials, then the Affiliate must obtain prior written consent from Agent Crate Inc..
Agent Crate Inc. grants to the Affiliate a non-exclusive, nontransferable license (the “License”) to use the promotional materials as specified under the terms and conditions of this Agreement. The term of the License expires upon the expiration or termination of this Agreement.
- Intellectual Property
Agent Crate Inc. retains all right, ownership, and interest in the promotional materials, and in any copyright, trademark, or other intellectual property in the promotional materials. Nothing in this Agreement shall be construed to grant the Affiliate any rights, ownership or interest in the promotional materials, or in the underlying intellectual property, other than the rights to use the promotional materials granted under the License.
As described in more detail below, you can earn a commission on certain subscription fees when an individual or entity (not a computer-generated user, such as a robot, spider, computer script or other automated, or artificial method with no individual person actually present) that is neither you or your affiliate, nor a current or former Agent Crate Inc. customer or an affiliate thereof (any such individual or entity, a “Prospective Customer”), purchases a membership or product via a custom Affiliate Link associated with your unique affiliate code.
In exchange for the Affiliate’s display of the Promotional Materials, and for the Affiliate’s compliance with and performance of the terms and conditions of this Agreement, Agent Crate Inc. shall pay to the Affiliate a commission of subscription sold to a Prospective Customer that accesses https://www.agentcrate.com through a custom Affiliate link on Affiliate’s website as described in the following product/service list and commission schedule.
- The following are current products or services available for promotion by Affiliates and their respective commission payout amounts:
- Standard Membership (customer price $20 ) – One time Commission Payout to Affiliate $10
- 6 Month Membership (customer price $100) – One time Commission Payout to Affiliate $20
- 12 Month Membership (customer price $180) – One time Commission Payout to Affiliate $36
This commission amount is subject to change by Agent Crate Inc. at any time.
- Commission payments do not apply to purchases made directly by the Affiliate.
- All commission payouts to Affiliates are one time payouts regardless if the subscription purchased by referred customer is a recurring charge to customer.
- Transactions that result in refunds or chargebacks will not be paid out.
- Agent Crate Inc. shall pay all commissions accrued on a quarterly basis. Commissions will be paid on the 15th day of the month following the end of the quarter (January 15, April 15, August 15, and October 15). Payment is made via the Affiliate PayPal account and email address on file.
- Affiliates that are US residents will be required to submit a W-9 form to Agent Crate Inc. prior to payment of any commissions. In the event the amount of $600 in commissions are reached by an Affiliate, Agent Crate Inc. will produce a 1099 tax form.
- In the event that the Affiliate materially breaches this Agreement and Agent Crate Inc. terminates this Agreement within 30 days of such breach, then any accrued and payable commissions owing to the Affiliate shall be forfeited.
- Affiliate’s Representations and Warranties
The Affiliate has the legal authority to enter into this Agreement and to be bound by the promises, covenants, and other duties set forth in this Agreement. The Affiliate’s website does not contain any materials that are:
- Sexually explicit, obscene, or pornographic;
- Offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory;
- Graphically violent, including any violent video game images;
- Solicitous of any unlawful behavior;
- Solicitous of any misleading behavior (i.e. invalid coupons, promotions, rebates, or discounts).
Affiliate has obtained any necessary clearances, licenses, or other permission for any intellectual property used on Affiliate’s website. Nothing on Affiliate’s website infringes upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infringement, nor does Affiliate have any reason to believe that any person or entity will bring or threaten such a claim in the future.
Affiliate will not use the promotional materials in any manner other than those set forth above.
Affiliate will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing Agent Crate Inc. or www.agentcrate.com.
Affiliate shall indemnify Agent Crate Inc. and hold harmless Agent Crate Inc. from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of the Affiliate’s warranties. Affiliate shall also indemnify and hold harmless Agent Crate Inc. for any damage, loss or other cost arising out of the use or misuse by the Affiliate of the promotional materials.
Any information that the Affiliate is exposed to by virtue of its relationship with Agent Crate Inc. under this Agreement, which information is not available to the general public, shall be considered to be confidential. The Affiliate may not disclose any confidential information to any person or entity, except where compelled by law, unless the Affiliate obtains prior written consent for such disclosure from Agent Crate Inc..
Affiliate program term conditions:
- This Agreement shall take effect immediately, and shall remain in full force and effect indefinitely, or until terminated.
- Either party shall have the right to terminate this Agreement at any time and for any cause. The terminating party must give written notice to the other Party at least 30 days prior to the intended date of termination.
Agent Crate Inc. shall not be responsible for any taxes owed by the Affiliate arising out of the Affiliate’s relationship with Agent Crate Inc.. Agent Crate Inc. shall not withhold any taxes from the Commissions paid to Affiliate.
- Limitation of Liability
Agent Crate Inc. shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs associated with the procurement of substitute goods or services (whether Agent Crate Inc. was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of service, termination of this Agreement, use or misuse of the promotional materials, or other performance of services under this Agreement.
This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.
If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.
- Entire Agreement
This Agreement constitutes the entire agreement between Agent Crate Inc. and the Affiliate, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.
AGENT CRATE INC.