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Affiliate
Agreement
Relationship
of Parties
You and we are independent contractors, and
nothing in this Agreement will create any partnership, joint
venture, agency, franchise, sales representative, or employment
relationship between the parties. 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 otherwise,
that reasonably would contradict anything in this Section.
Our Responsibilities
We will be responsible for providing all information necessary to allow you to
make appropriate Links from Your Site to Our Site. We will be solely responsible
for processing every application placed by a customer following a Link from Your
Site, for tracking the number and amount of sales generated by the Link from
Your Site, and for providing information to you regarding sales statistics. Also,
we will be responsible for credit card authorizations, payment processing, cancellations,
returns, and related customer service, it being understood that such activities
shall be for our account.
Responsibility for Your Site
You will be solely responsible for the development, operation, and maintenance
of your site and for all materials that appear on your site. For example, you
will be solely responsible for:
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The technical operation of your site and
all related equipment
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The accuracy and appropriateness of materials
posted on your site (including, among other things, all
product-related materials)
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Ensuring that materials posted on your
site do not violate or infringe upon the rights of any
third party (including, for example, copyrights, trademarks,
privacy, or other personal or proprietary rights)
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Ensuring that materials posted on your
site are not libelous or otherwise illegal.
We disclaim all liability for these matters.
Further, you will indemnify and hold us harmless from all
claims, damages, and expenses (including, without limitation,
attorneys' fees) relating to the development, operation,
maintenance, and contents of your site.
Linking
As an Affiliate, we will make available to you a variety
of graphic and textual links (each of these links sometimes
being referred to herein as "Links" or,
individually, as a "Link"), which, subject
to the terms and conditions hereof, you may display as
often and in as many areas on your site as you desire.
The Links will serve to identify your site as a member
of our Affiliate Program and will establish a link from
your site to ours.
a. Agreements Regarding Links: In utilizing
the Links, you agree that you will cooperate fully with
us in order to establish and maintain such Links. You
also agree that you will display in your site only those
graphic or textual images (indicating a Link) that are
provided by us, and you will substitute such images with
any new images provided by us 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 agreement
of the parties hereto. Each Link connecting users of
your site to our site will in no way alter the look,
feel, or functionality of our site.
b. We will refuse all applications or signups
from affiliates which we believe participate in spyware,
adware or parasiteware techniques for driving traffic.
We reserve the right to research and investigate affiliates
and their activities and, at our own discretion, determine
whether or not these practices are in place. Affiliates
found in violation of this policy will be immediately
terminated from the program and will forfeit all commissions.
Commission Schedule
You will earn commissions (referral fees) based on revenues
according to the commissions schedules to be established
by us. The current commission schedule is:
Bonus Commission Possibilities:
A second tier payment is available
to those first tier affiliates who refer other affiliates.
The referred affiliate must sign up as an affiliate, using
the standard process. We will pay you in accordance with
this schedule:
Commission Payment
We will pay you commissions on a monthly basis. Approximately
15 days following the end of each calendar month, we will send you a check for
the referral fees commissions earned on sales of Products that were purchased
and paid during that month. However, if the referral fees payable to you for
any calendar month are less than $15.00, we will hold those referral fees until
the total amount due is at least $15.00 or (if earlier) until this Agreement
is terminated. If a Product that generated a referral fee is not paid in complete
by the end customer or is purchased by the use of a fraudulent credit card, we
will deduct the corresponding referral fee from your next payment. If there is
no subsequent payment, we will send you a bill for the commission paid on sales.
Commission Eligibility
Affiliates are not eligible to
earn commissions on their purchases of any Language Line products. Tax
Reporting Requirement United States Affiliates
(individual/resident/corporation/business) must provide us
with a completed W-9 Federal Tax form before we will issue
a check to the Affiliate. We agree to issue a 1099 to Affiliates
only if they reach the maximum payout allowed under Federal
tax law (currently $600 - 3/30/01). We will provide you with
the necessary form.
SPYWARE AND OTHER PARASITES: Any affiliate suspected of a relationship, formal or informal, with any provider of spyware or parasitic software (as judged by any interference with the operation by design of Language Line and/or its partner sites) is subject to punitive actions by Language Line, without notice, including but not limited to: suspension of affiliate account; termination of affiliate account; withholding of payments to affiliate; and public notification of affiliate's suspected malfeasance. Language Line encourages affiliates to report suspicions of such relationships; and, should substantial proof, as judged by Language Line, be provided, Language Line reserves the right to assign a value equal to unpaid monies earned by the offending affiliate (or a part thereof) to the reporting affiliate as a bounty.
Anti-SPAM Policy
We do not and will not tolerate the sending
of unsolicited email messages and will prosecute all offenders
to the fullest extent of the law. By agreeing to the terms
and conditions of this agreement, you also agree to the following.
a) e-mails promoting Language Line shall not
contain or include a falsified sender domain name or falsified
IP address;
b) e-mails promoting the Language Line advertisements
shall not be routed or relayed through servers that the
sender does not have explicit authorization to use;
c) e-mails promoting the Language Line advertisements
shall not contain or include a false or misleading subject
line that attempts to disguise or conceal the content of
the e-mail;
d) all e-mails shall contain or include valid
and responsive contact information of the sender, list
manager or list owner; This includes your physical address.
e) no e-mails promoting Language Line shall
be sent for the purpose of harvesting the e-mail addresses
in order to send future unsolicited e-mails;
f) all e-mails promoting Language Line will
be sent to individuals who have given you their “Affirmative
Consent”
as defined in Sec. 3.1 of the
“CAN-SPAM Act of 2003”
(viewable at GPOAccess.gov) which by its reference is incorporated
into this document.
g) every e-mail promoting Language Line advertisements
shall contain a functioning return electronic mail address
or other Internet-based mechanism clearly displayed that
a recipient may use to submit in a manner specified in
the message a reply electronic mail message or
other form of Internet-based communication requesting not
to receive future e-mail messages from you
h) you shall process any and all opt-out
requests within 5 business days, or less of the request.
i) unless otherwise directed by Language Line
in writing, you shall not use Language Line, or it's represented
advertisers names (including any abbreviation thereof)
or any trademark, trade name, service mark, logo or other
Language Line identifying information in the originating or
return e-mail address line, header or subject line of any
e-mail transmission and that all e-mail transmissions shall
contain language in the body and both the "from"
line as well as the "re:" line that clearly announces
that the offer embedded in the e-mail is being sent by
you for the benefit of your users.
j) you agree and affirm to comply with all
the rules and regulations set forth in the “CAN-SPAM
Act of 2003”
as well as all obligations and provisions herein.
Term of the Agreement
The term of this Agreement will begin
upon our acceptance of your Affiliate application and
will end when terminated by either party. Either you
or we may terminate this Agreement at any time, with
or without cause, by giving the other party written notice
of termination. You are only eligible to earn referral
fees on sales occurring during the term.
Modification
We
may modify any of the
terms and conditions
contained in this Agreement,
at any time and in
our sole discretion,
by posting a change
notice or a new agreement
on this site. Modifications
may include, for example,
changes in the scope
of available referral
fees, fee schedules,
payment procedures
and Program rules.
IF ANY MODIFICATION
IS UNACCEPTABLE TO
YOU, YOUR ONLY RECOURSE
IS TO TERMINATE THIS
AGREEMENT. YOUR CONTINUED
PARTICIPATION IN THE
PROGRAM FOLLOWING OUR
POSTING OF A CHANGE
NOTICE OR NEW AGREEMENT
ON OUR SITE WILL CONSTITUTE
BINDING ACCEPTANCE
OF THE CHANGE.
Limitation of Liability
We 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 Program, even if we have been advised of the
possibility of such damages. Further, our aggregate
liability arising with respect to this Agreement and
the Program will not exceed the total referral fees
paid or payable to you under to this Agreement.
Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT
AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND
THAT WE 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. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY
OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING
ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER
THAN AS SET FORTH IN THIS AGREEMENT.
Miscellaneous
This Agreement will be governed
by the laws of the United States and the State of Language Line, without reference to rules governing choice
of laws. Any action relating to this Agreement must
be brought in the federal or state courts located in
Sunny Isles Beach, Florida, and you irrevocably consent
to the jurisdiction of such courts. You may not assign
this Agreement, by operation of law or otherwise, without
our prior written consent. Subject to that restriction,
this Agreement will be binding on, inure to the benefit
of and be enforceable against the parties and their
respective successors and assigns. Our failure to enforce
your strict performance of any provision of this Agreement
will not substitute a waiver of our right to subsequently
enforce such provisionor any other provision of this
Agreement.
I Accept these terms and wish to register
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