Affiliate Agreement :
You ("Affiliate") and CareerFitter.com, LLC (Owner of CareerFitter.com) hereby enter into this Agreement (the "Agreement") pursuant to which CAREERFITTER.COM, LLC will provide a license to Affiliate that allows Affiliate to display and/or promote CareerFitter.com services on Affiliate's web site ("Affiliate's Web Site") in accordance with the following terms and conditions.
1. Promotion of CareerFitter.com:
Affiliate may promote CareerFitter.com on Affiliate's Web Site as follows:.
1.1 Affiliate shall establish a link to CareerFitter.com web site ("CareerFitter.com Web Site") at the URL designated by CAREERFITTER.COM, LLC that enables Affiliate clients to click through to web site to create a membership. The links shall be unique "tagged" link formats and shall be the exclusive links between Affiliate's Web Site and CareerFitter.com Web Site ("Designated Links"). The Designated Links permit CAREERFITTER.COM to accurately track referral fee accrual as set forth in Section 1.6. Affiliate will only earn referral fees with respect to activity on CareerFitter.com Web Site occurring directly through the Designated Links, for as long as the referred member has an active membership on Affiliate's Web Site.
1.2 CAREERFITTER.COM, LLC will provide Affiliate with access to a web site that contains links, product information, sales data, and other resources intended to support Affiliate's promotion of CareerFitter.com ("Affiliate Member Web Link") which information Affiliate shall not modify or substitute.
1.3 Affiliate shall be solely responsible for the development, operation and maintenance of the Affiliate's Web Site and for all materials that appear on the Affiliate's Web Site.
1.4 CAREERFITTER.COM shall process any orders by customers who follow the Designated Links between the parties' sites. CAREERFITTER.COM will be responsible for all aspects of order processing and fulfillment, customer service, and technical support, but not in relation to the Affiliate's Web Site.
1.5 CAREERFITTER.COM, LLC agrees to pay Affiliate a referral fee based upon "Net Sales" (being gross sales less any taxes, refunds, or returns) from buyers of Online Career Tests and/or Career Research.
Payments in respect of Net Sales shall be made by CAREERFITTER.COM, LLC to Affiliate within seven (7) days of the close of each month for all amounts greater than US$100. Net Sales of a lesser amount shall be carried forward to the next month. Larger sums may be paid weekly at the discretion of CAREERFITTER.COM, LLC.
Affiliate shall be able to access current account information at CAREERFITTER.COM, LLC's online Affiliate Area located within the CareerFitter.com web site with the account name and password provided by CAREERFITTER.COM.
1.6 Payments shall be made monthly (or weekly at the discretion of CAREERFITTER.COM) to the person and at the address provided by Affiliate to CAREERFITTER.COM for the Affiliate program.
The terms of this Agreement shall be kept confidential from third parties, and both parties agree not to publish anything about the relationship set forth in this Agreement without securing the other party's prior written consent.
3. Licenses & Copyright.
CAREERFITTER.COM, LLC hereby grants Affiliate a revocable, non-exclusive, non-transferable license to post on Affiliate's Web Site information advertising services powered by CareerFitter.com with any logos, trademarks or other intellectual property rights of any description associated with the Product Information ("the Intellectual Property") and to use the Online Affiliate Area in accordance with the terms of this Agreement. The parties agree that the Product Information, the Intellectual Property, the Career Test, the Career Reports and the Online Affiliate Area are and shall remain at all times the property of CAREERFITTER.COM, LLC. Affiliate shall not use the Intellectual Property in any way other than as contemplated by this Agreement without the express written consent of CAREERFITTER.COM, LLC. The parties hereby acknowledge that the rights granted to Affiliate pursuant to this Agreement are limited and nothing in this Agreement shall be construed as granting any right, title, or interest in the other party's intellectual property.
CAREERFITTER.COM, LLC agrees to indemnify, defend, and hold harmless Affiliate, its affiliates, and its and their officers, directors, and employees from any and all third-party claims, liability, damages, and costs (including, but not limited to, reasonable attorneys' fees) arising from any claim that the Product Information or Intellectual Property infringes or violates any third party's copyright, patent, trade secret, trademark, or other intellectual property rights. CAREERFITTER.COM, LLC shall have the sole control of such claim, and Affiliate will promptly notify CAREERFITTER.COM, LLC of any and all such claims and will reasonably cooperate with CAREERFITTER.COM, LLC in the defense or settlement thereof.
The relationship shall commence on the date that Affiliate accepts the terms of this Agreement ("Effective Date") and shall continue in effect for a period of one year, at which time it will renew automatically for a further period of one year unless terminated by either party. Either party may terminate this Agreement at any time with or without cause on the giving of two (2) days notice in writing. Upon termination of this Agreement for any reason, Affiliate will immediately cease using the Product Information and the Intellectual Property on the Affiliate Web Site and remove any and all links to CareerFitter.com, LLC Web Site, including but not limited to the Designated Links, and will verify, in writing within twenty four (24) hours of the termination, that all such links and uses have ceased.
CAREERFITTER.COM, LLC reserves the right to change the price of the products offered and powered by CareerFitter.com and other aspects of the CareerFitter.com Website, including the standard terms and conditions, at any time by consulting Affiliate and posting a change notice or a new agreement on the CareerFitter.com, LLC Website.
7. Independent Contractor.
The parties agree that they are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, or employment relationship between the parties.
8. Limitation Of Liability.
Each party disclaims all and any liability for any matters that relate in any way to the other party's web site. CAREERFITTER.COM, LLC shall not be liable for any damages incurred by or arising as a result of reliance by Affiliate or an Affiliate client upon any information on or anything in relation to the operation of the CareerFitter.com, LLC's Web Site or in relation to the Product Information or any information on the Affiliate Web Site concerning the CareerFitter.com, LLC Web Site. Without limiting the effect of Section 4 of this Agreement, each party's entire liability arising out of this Agreement shall be limited to and shall not exceed the referral fees paid to Affiliate by CAREERFITTER.COM, LLC and, in no event, will either party be liable for any consequential, indirect, special, or incidental damages such as damages for lost profits, business failure, or loss, arising in any way in relation to this Agreement whether or not the other party has been advised of the possibility of such damages.
This Agreement contains the complete terms and conditions that apply to this relationship.