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AFFILIATE PROGRAM AGREEMENT
This Agreement contains the complete terms and conditions that apply to your participation as an affiliate in the Affiliates Program of Square W and the establishment of links from your affiliate Web site to our Web site "www.qosquarew.com". As used in this Agreement, "we" or "us" or "our" means Square W, "you" or "your" means the applicant, and "Product" means any item offered for sale by us on the www.gosquarew.com web site.
1. Agreement
By completing and submitting the Affiliate Program Registration Form, you are entering into a legal agreement with Square W on the terms and conditions set forth below.
2. Understanding of Affiliate Program Terms
You acknowledge that you have read this Agreement and agree to all of its terms and conditions. You understand that Square W may, at any time (directly or indirectly) solicit from others linking services on terms that differ from those contained in this Agreement, or from others who operate sites that are similar to or compete with your site. You acknowledge that you independently have evaluated the desirability of participating in Square W’s Affiliate Program and are not relying on any representation, guarantee or statement other than as set forth in this Agreement.
3. Enrollment in the Affiliate Program
To begin the enrollment process, you will submit an Affiliate Program Registration Form. We will evaluate your request in good faith and will notify you of your acceptance or rejection. We may reject your request if we determine (at our sole discretion) that your site is unsuitable for the Affiliate Program for any reason, including, but not limited to, if your site incorporates images or content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable, such as sites that facilitate illegal activity, depict sexually explicit images; promote violence; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promote illegal activities or incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights (collectively "Content Restrictions").
Upon approval of your Affiliate Program Request you agree to place on your website hypertext links linking your site to our site. Hypertext links shall be in the form of either a banner link or a text link and shall be located on a dedicated "links" page, where such a page is available, or, if there is no dedicated links page, on one or more other pages of your site where it can be reasonably seen by visitors to your site. We will be responsible for providing the hypertext necessary to allow you to make appropriate Links from your site to our site. However, if you chose to create your own link to our site, your link text and associated graphics must be approved by us.
4. Discount Coupon Codes
Square W will issue to you discount coupon numbers for distribution to your Members and/or Subscribers (hereinafter collectively referred to as "Members") giving your Members a flat ten (10%) percent (the "Discount Rate") discount off the Total Price of any and all purchases made from www.gosquarew.com. The discount applies only to purchases of products offered on our site by accessing the Square W site through the link from your site to our site or by any other method, and then placing an order and paying for such order on-line. For the purposes of this Agreement "Total Price" shall mean the sum of the prices of the individual products purchased before taxes. The Discount Rate is subject to change at any time or from time to time, in our sole and absolute discretion. You will be notified of any change in the Discount Rate no less than 30 days prior to the effective date of the change.
The Discount Coupon Code will be changed from time to time at our sole discretion but not more often than quarterly, generally in January, April, July, and October. New Codes will become effective and functional on the first day of the month of the quarter for which they are issued. Expiring Codes will continue to function for a period of not less than two weeks following the effective date of the new Code. You will be notified and receive the new Code not less than 30 days prior to its effective date.
Only purchases of Products that are sold directly by us will qualify for a discount. Purchases of Products sold by Affiliates to whom our site is linked do not qualify for a discount unless that Affiliate specifically offers a discount separate and apart form ours. For a sale to qualify for a discount the customer must visit our site, and purchase the product or products using our online ordering system.
5. Order Processing.
We will process orders placed by customers on the Square W web page(s). We reserve the right to reject orders that do not comply with certain requirements that we periodically may establish. We will be solely responsible for all aspects of order processing and fulfillment, including order entry, payment processing, shipping, cancellations, returns and related customer service.
6. Policies and Pricing.
Customers who buy Product through the Affiliate Program will be deemed to be customers of Square W. Accordingly, all Square W rules, policies, and operating procedures concerning customer orders, customer service, and sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for Product sold under the Affiliate Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular Product.
8. Publicity
You agree to distribute or broadcast the Discount Code to your Members using any means available to you, such as, but not limited to, newsletters, e-mail distribution lists, posting on a members-only section of your website, fliers or announcements made at events at which Members are generally in attendance, etc. You agree to not publish the Discount Code on your web pages that are accessible to the general public. In short, you are authorized to make the widest reasonable distribution of the Discount Code to your Members. You may create, publish, distribute or permit any written material that makes reference to us that is primarily distributed only to your Members. You shall not create, publish, distribute or permit any written material that makes reference to us and that is primarily distributed outside of your organization, without first submitting such material to us and receiving our written consent by e-mail, fax, or letter. We will work with you on any ideas or concepts that might appear to be what are commonly referred to as "gray areas."
9. Obligations Regarding Your Site
You are solely responsible for the development, operation and maintenance of your site and for all materials and content that appear on your site. Square W will not be responsible for any of the foregoing. You agree to indemnify and hold Square W harmless from all damages, claims, fees (including attorneys' fees) and expenses relating to the development, operation or maintenance of your site, including content not attributable to Square W.
10. Term of the Agreements.
The term of this Agreement will begin upon our acceptance of your Affiliate Program Request 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 notice of termination. Notice by e-mail, to your address on our records, is considered sufficient notice for us to terminate this Agreement. Upon such notice, you agree to promptly remove from your site any or all links to the Square W site and all references to Square W and the Square W site. Any Discount Code issued prior to termination of this Agreement shall continue to function until the next quarterly Code is issued and becomes effective.
11. Modification
Square W may modify any of the terms and conditions contained in this Agreement upon notice. Square W will notify you via e-mail. If a modification is unacceptable, you may terminate this Agreement by giving notice of termination to Square W and following the procedures in Section 10 (Terms of Agreement). If you do not give Square W notice and continue to display the Links on your site, then you will be considered to have accepted the modifications.
12. Relationship of the Parties
Nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative or employment relationship between you and Square W. You understand that you do not have authority to make or accept any offers or make any representations on behalf of Square W. You may not make any statement, whether on your site or otherwise, that would contradict anything in this section.
13. Indemnification.
You hereby agree to indemnify, defend and hold harmless Square W, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, demands, losses, liabilities, damages or expenses (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of, are related to, or are based on (i) any claim or threatened claim that our use of the Affiliate Banner or Link infringes on the rights of any third party; (ii) the breach of any representation or warranty made by you herein; or (iii) or any claim related to your site.
14. Disclaimers
EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, SQUARE W MAKES NO, AND EXPRESSLY DISCLAIMS ANY, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE AFFILIATE PROGRAM, THE LINKS, WEB SITE PAGES, OR ANY OTHER SERVICE PROVIDED BY SQUARE W HEREUNDER, OR ANY OTHER SERVICE, CONTENT, TOOLS OR RELATED DOCUMENTS OR MATERIALS (IN ELECTRONIC FORM OR OTHERWISE) PROVIDED HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, SQUARE W EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE PERFORMANCE, AVAILABILITY, FUNCTIONALITY OR ANY OTHER ASPECT OF SQUARE W'S SITE. You understand that the operation and/or use of the Links or the Square W Site Pages may be interrupted, and that the Pages may have errors or omissions. You agree that Square W will not be liable for any interruptions or errors in using the Links or Pages. The provisions of this Section survive termination or expiration of the Agreement.
15. Limitation of Liability
SQUARE W WILL NOT BE LIABLE FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES OR ANY OTHER INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR SQUARE W’S AFFILIATE PROGRAM, EVEN IF SQUARE W HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING LOSS OF DATA OR LOSS OR INTERRUPTION OF SERVICES OR COMMUNICATIONS.
16. Confidentiality
We may disclose to you certain information as a result of your participation as part of the Affiliate Program, which information we consider to be confidential (herein referred to as "Confidential Information"). For purposes of this Agreement, the term "Confidential Information" shall include, but not be limited to, any modifications to the terms and provisions of this Affiliate Program Agreement made specifically for your site and not generally available to other members of the Affiliate Program. Confidential Information shall also include any information that we designate as confidential during the term of this Agreement. You agree not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your 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 or if same is required by law or legal process. We make no warranty, expressed or implied, with respect to any information delivered hereunder, including implied warranties of merchantability, fitness for a particular purpose or freedom from patent, trademark or copyright infringements, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information and we shall not have any liability to you or to any other person resulting from your or such third person’s use of the information.
17. Miscellaneous Provisions
THIS AGREEMENT WILL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF MARYLAND AND THE UNITED STATES OF AMERICA, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. This is the entire Agreement between you and Square W with respect to the Square W Affiliate Program. You may not assign this Agreement, by operation or law or otherwise, without Square W’s 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. Square W’s failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of Square W's right to subsequently enforce that provision, or any other provision of this Agreement. The provisions of this Section survive termination or expiration of the Agreement.
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