Affiliate Program Agreement
1. Agreement enrollment. By submitting an Affiliate application, You are entering a legal agreement with Midwest Tongs, Inc.in accordance with and governed by the terms contained below. Submitting an Affiliate application signifies that you have read and understood these terms and agree to be governed by them. To become a participant in Midwest Affiliate Program, you will have to submit a complete Affiliate Program Application via our Web site. We will evaluate your application and notify you of your acceptance or rejection. We may reject your application if we determine, in our sole discretion, that your Web site is not suitable for the Affiliate Program for any reason, including, but not limited to, inclusion of content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable, which by way of example only, contains (i) sexually explicit, pornographic or obscene content (whether in text or graphics), (ii) speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise), (iii) graphic violence (which may include certain types of game sites), (iv) content related to liquor, tobacco, firearms, drugs, gambling, crime or death, (v) politically sensitive or controversial issues (e.g. abortion, capital punishment) or other political content (e.g. lobbyists, political campaigns) or (vi) any unlawful behavior or conduct. If we reject your application, you are welcome to reapply to the Affiliate Program at any time, provided, you alter your Web site to delete all offending content.
2. Term. This Agreement shall begin after Midwest Tongs, Inc. has received Your application and has notified You of its acceptance. This Agreement shall continue until terminated by either You or Midwest tongs.com, which may be done for any reason or no reason on written notice to the other party. In the event either party terminates this Agreement, You shall immediately remove all links and any other reference on Your Web Site to Midwest tongs.com and shall immediately return to Midwest tongs.com all Web Site Material provided to you by Midwest tongs.com.. Any amount still owed to You at the time of termination shall be paid to You in accordance with the terms of this Agreement.
3. Setting Up Links. We will make available to you banner advertisements, button links to our Web site and/or text links to our Web site, containing tongs.com logo and words identifying Midwest tongs.com ("Links") which you may display on your Web site, provided you abide by the terms and conditions of this Agreement. In using the Links, you agree that you will cooperate fully with us in order to establish and maintain such Links. All Affiliate Web sites shall display such graphic images prominently throughout your Web sites as you see fit and with our consent. A Link may only be modified and/or expanded with our consent. Each Link connecting users of your Web site to our Web site, will in no way alter the look, feel or functionality of our Web site. We have the right, in our sole discretion, to monitor your Web site at any time and from time to time to determine if you are in compliance with the terms of this Agreement.
4. Order Processing. We will process orders placed by customers who follow the Links from your Web site to the Midwest tongs.com Web site. We reserve the right, in our sole discretion, to reject orders that do not comply with certain requirements which we may establish from time to time. All aspects of order processing and fulfillment, including order entry, customer service, shipping, cancellations, returns and payment processing will be our responsibility. We will track the amount of sales generated by your Web site and will make this information available to you through our Web site. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Links between your Web site and our Web site are properly formatted.
5. Commissions. We will pay you a commission equal to ten (10%) percent for all customer purchases (the "Commission Rate") of the Net Sales to us by users of your Web site who purchase products on our Web site, utilizing the Links between your Web site and ours, for products which we ship to such customer and for which we have received full payment. Net Sales shall include those amounts received by us for the sale of products less amounts collected by us for sales, use or other taxes, duties, shipping, handling, gift wrapping and similar charges. A commission will only be paid if the visitor to our Web site is tracked by the system from the time of the Link to the time of the sale.
For a sale to generate a commission, the customer must follow the Link for your Web site to our Web site, purchase the product or products in question using our online ordering system, accept delivery of the item(s) at the shipping destination, and remit full payment to us. However, no commission will be paid for products which are returned, not paid for, undeliverable or payment for which is credited to any customer.
We will pay your commission on annual basis. Within approximately 60 days following the end of calendar year, we will send you a check for the commission earned on the products shipped during the preceding month. If the commission payable to you for any calendar year is less than hundred ($100.00) U.S. dollars, we will hold those commissions until such time as your commission earned equals at least fifty ($100.00) U.S. dollars. If a product sale that generated commission is returned by the customer, we will deduct the corresponding commission from your next monthly payment.
Midwest tongs.com also retains the right to review all commissions for possible fraud, including but not limited to the use of software that generates real and fictitious email addresses for news letter and other subscriptions. Any incidence of fraud constitutes a breach of this Agreement, and Midwest tongs.com retains full authority to terminate this Agreement immediately.
6. Obligations Regarding Your Web site. You will be solely responsible for the technical operation of your Web site and all related equipment; creating and posting product descriptions on your Web site and linking those descriptions to our catalog; the accuracy and appropriateness of materials posted on your Web site; for ensuring that materials posted on your Web 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); and for ensuring that materials posted on your Web site are not libelous or otherwise illegal.
7. Modification. We may modify any of the terms and conditions contained in this Agreement, at any time or in our sole discretion. Posting on our Web site of a change notice or a new agreement is considered sufficient notice. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliate Program rules. If any modification is unacceptable to you, your only recourse is to terminate this Agreement, your continued participation in the Affiliate Program following our posting of a change notice or new agreement on our Web site will constitute binding acceptance of the change.
8. 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 Affiliate 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 Affiliate Program will not exceed the total commissions paid or payable to you under this Agreement.
9. Indemnification. You hereby agree to indemnify, defend and hold harmless Midwest tongs.com, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including attorneysí 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 or are based on (i) any claim or threatened claim that our use of the Affiliate Materials infringes on the rights of any third party; (ii) the breach of any representation or warranty made by you herein; or (iii) any claim related to your Web site.
10. Disclaimers. We make no express or implied warranties or representations with respect to the Affiliate Program or any products or other items sold through the Affiliate Program (including without limitation warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our Web site will be uninterrupted or error-free, and will not be liable for the consequences of any interruptions or errors.
11. Miscellaneous. This Agreement will be governed by the laws of the United States and the State of Missouri, without reference to rules governing choice of laws.
I indicate my approval of this Agreement and desire to become an Affiliate under these terms and conditions by filling out and submitting the Affiliate Application Form.