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| Affiliate Program |
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Joining is easy: |
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Agree to our terms and fill out our online application. |
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Place links on your site. |
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| Affiliate Program Operating Agreement |
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This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Cytus.com Affiliate Program (the "Program"). As used in this Agreement, "we" means Cytus Communications, a California Corporation, and "you" means the applicant. "Site" means a World Wide Web site.
By clicking on the "I Agree" button below, you are agreeing to all the terms and conditions as set forth below.
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Enrollment in the Program |
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To begin the enrollment process, you will submit a complete Program application via our site. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program.
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Links on Your Site |
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Once you have been notified that your site has been accepted into the Program, you may provide on your site one or more links to our site. You will be responsible for the content, style, and placement of these links. You may link to any part of our site that is intended for access by the general public, including our home page. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with a unique partner identification number that you should append to your links based on our guidelines (“Special Links”).
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Referral Fees |
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We will pay you referral fees on certain Product sales to third parties. For a Product sale to be eligible to earn a referral fee, the customer must click-through a Special Link from your site to our site, and buy the product during that session. You may not purchase products during sessions initiated through the links on your site for your own use, for resale or commercial use of any kind.
You will earn referral fees according to referral fee schedules to be established by us. The current referral fee is 10% of qualifying revenues from the sale of products other than sample and trial products. "Qualifying Revenues" are revenues excluding costs for shipping, handling, gift-wrapping, taxes, service charges, credit card processing fees, returns and bad debt.
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Referral Fee Payment |
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We will pay you referral fees on a quarterly basis. Approximately 30 days following the end of each calendar quarter, we will send you a check for the referral fees earned. However, if the referral fees payable to you for any calendar quarter are less than $100, we will hold payment until the total amount due is at least $100 or (if earlier) until this Agreement is terminated. In calculating referral fees, we will deduct the corresponding referral fee from your next quarterly payment if a Product that generated a referral fee is returned by the customer.
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Policies and Pricing |
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Customers who buy products through this Program will be deemed to be customers of Cytus Communications. Accordingly, all our rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time.
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Responsibility for Your Site |
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You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. 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.
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Limited License |
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We grant you a nonexclusive, revocable right to use our graphic images and text solely for the purpose of identifying your site as a Program participant and to assist in generating Product sales. You may not modify any of our graphic images or texts in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. We may revoke your license at any time by giving you written notice.
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Term of the Agreement |
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The term of this Agreement will begin upon our acceptance of your Program 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. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all Cytus Communications’ trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are eligible to earn referral fees only on our sales that occur during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
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Modification |
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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 our site. Modifications may include, for example, changes in the scope of available referral fees, referral 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.
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Relationship of Parties |
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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.
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Limitation of Liability |
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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 this Agreement.
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Disclaimers |
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We make no express or implied warranties or representations with respect to the Program or any products sold through the 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 site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
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Choice of Law and Forum |
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Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with us or any of our affiliates shall be governed by and construed and enforced in accordance with the laws of the state of California, without reference to its conflicts of laws rules. The parties hereby submit to the exclusive jurisdiction of the courts for the State of California, in and for the County of Alameda, and the United States District Court for the Northern District of California, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any court of competent jurisdiction.
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Independent Investigation |
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YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. 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.
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| End of Agreement |
