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Guardian® Software
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| I accept these terms and wish to register. |
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| Independent Marketing Affiliate Agreement |
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| This Independent Marketing Affiliate Agreement ( "Agreement" ) is made and entered into by and between Guardian Software, Inc., ( "Guardian" ) with its principal location of business at 160 East Main Street, Westboro, MA 01581 and Affiliate ("Affiliate" ) , located at the address in the Affiliate Sign-Up application. |
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| The parties agree as follows: |
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| Establishing Links from Affiliate site(s) to Guardian site(s) Guardian appoints Affiliate as an Independent Marketing Affiliate to promote Guardian software. Affiliate understands the appointment is non-exclusive and that Guardian may establish other means of marketing, including the appointment of additional Affiliates. Guardian, in its sole discretion, reserves the right to replace, modify or discontinue offering Guardian at any time. From time to time, Guardian will provide promotional materials that Affiliate will place on their site. For each of these, Guardian will provide a link from the promotion on Affiliate's site to the Guardian site. Affiliate will be responsible for maintaining Guardian promotional materials on their site. Affiliate may not alter, modify or change in any way Guardian promotional materials, without the prior written approval by Guardian. |
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| Payment of Referral Fees |
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| Affiliate shall receive payment ( "Referral Fees" ) on Qualified Orders ("Qualified Orders") at the rate of thirty-five percent (35%) of the retail sales price. Qualified Orders are defined as, (a) the consumer follows a link from Affiliate's site to the Guardian site, (b) Affiliate has correctly used Guardian promotional materials, (c) the consumer registers using the Guardian registration process and (d) the consumer remits full payment with a valid credit card. Referral Fee payments are made on net Qualified Orders generated by Affiliate, deducting reversed or charged back transactions. Payments due Affiliate for Qualified Orders, for any calendar month shall be made within fifteen (15) days after the last day of such calendar month. If the amount due Affiliate is less than $50.00, there will be no payment made at that time, and the Referral Fees due will be carried forward to the next reporting month. |
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| Order Processing | ||||
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| Guardian will be responsible for processing orders, fulfilling the service and all related customer service. Consumers who buy Guardian software through this relationship will be deemed to be Guardian customers. The prices and promotional offers of Guardian may change and are at the sole discretion of Guardian. |
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| Limited License | ||||
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| Guardian grants Affiliate a non-exclusive, revocable right to use the Guardian promotional materials, solely for the purpose of establishing links between Affiliate site and Guardian site(s). Upon cancellation or termination of this Agreement, Affiliate agrees to cease to use all such materials. |
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| Responsibility of Affiliate Site | ||||
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| Affiliate will be solely responsible for the development, operation and maintenance of their site. Guardian disclaims all liability concerning Affiliate's site and all materials that appear on the site. Affiliate will indemnify and hold Guardian, its affiliates, directors, officers, employees and consultants, harmless from any and all claims, liabilities, damages, costs and expenses, including attorney's fees, relating to the development, operation, use and materials of their site. |
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| Web Site and Service Interruption |
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| Guardian will make every effort to keep its Web site operational. However, certain technical difficulties may, from time to time, result in temporary service interruptions. Affiliate agrees not to hold Guardian liable for any of the consequences of such service interruptions. |
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| Term and Termination of the Agreement |
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| The term of this Agreement begins with Guardian and Affiliate's execution and acceptance and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause, for any reason, by giving the other party written notice of termination. Upon termination, Affiliate will cease any use of links to Guardian sites. Affiliate will receive Referral Fees on Qualified Orders that occurred during the term of the Agreement, through the effective date and paid in the normal course of business. |
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| Independent Contractors |
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| Affiliate is an independent contractor and nothing in this Agreement is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative or employment with Guardian. |
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| Free to Contract with Others |
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| Affiliate understands that Guardian may at any time, directly or indirectly, solicit customer referrals on terms that may differ from those contained in this Agreement and is free to contract with others for similar referrals. |
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| DISCLAIMERS |
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| GUARDIAN MAKES NO WARRANTIES, REPRESENTATIONS OR CONDITIONS WITH REGARD TO THE GUARDIAN SOFTWARE, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARISING OUT OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. |
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| LIMITATION OF LIABILITY |
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| GUARDIAN SHALL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE OR PROFITS ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE GUARDIAN SOFTWARE, EVEN IF GUARDIAN WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, GUARDIAN'S AGGREGATE LIABILITY ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE GUARDIAN SERVICE IN NO EVENT SHALL EXCEED THE CURRENT FEES PAYABLE BY GUARDIAN TO AFFILIATE UNDER THIS AGREEMENT. |
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| Governing Law |
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| This Agreement shall be governed by the laws of the State of Massachusetts. |
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| Arbitration and Equitable Relief |
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| Guardian and Affiliate agree that any dispute or controversy arising out of, relating to or in connection with the interpretation, validity, construction, performance, breach or termination of this Agreement shall be settled by binding arbitration to be held in Boston, MA. in accordance with the Commercial Arbitration Rules of the American Arbitration Association as then in effect. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator's decision in any court of competent jurisdiction. |
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| Assignment |
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| Affiliate may not assign this Agreement, without prior written approval by Guardian. |
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| Modifications to the Agreement |
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| Any and all modifications to this Agreement must be in writing and accepted by both parties. |
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| Waiver |
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| Failure to enforce any provision of this Agreement will not constitute a waiver of rights to subsequently enforce such provision or any other provision of this Agreement. |
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| Entire Agreement | ||||
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| This Agreement sets forth the entire Agreement and understanding between the parties relating to the subject matter contained herein and supersedes all other prior oral or written agreements made between the parties. |
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I accept these terms and wish to register. |
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Copyright (c) 2004 Guardian, Inc. |
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Privacy Policy :: | |||||||
| © Copyright Guardian ® Software, 2004 All rights reserved |
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