1. Enrollment in the SOLOBIS Affiliate Program
To begin the Affiliate enrollment process you must accept the
terms and conditions of this agreement.
Affiliate status is only offered to you as a SOLOBIS
Customer PROVIDED you do not, in our sole opinion,
after becoming our Affiliate:
A. Send unsolicited e-mails (SPAMMING) to mailing lists promoting
SOLOBIS.com
B. Promote sexually explicit materials
C. Promote violence
D. Promote discrimination based on race, sex, religion, nationality,
disability, sexual orientation, or age
E. Promote illegal activities
F. Incorporate any materials which infringe or assist others
to infringe on any copyright, trademark or other intellectual
property rights or to violate the law
G. Include "SOLOBIS" or variations
or misspellings thereof in its domain name
H. Use software downloads that potentially enable diversions
of commission from other affiliates in our program.
I. Otherwise do any way unlawful, harmful, threatening, defamatory,
obscene, harassing, or racially, ethnically or otherwise objectionable
activities to us in our sole discretion.
If your Affiliate status is terminated for any one of the above
reasons, your Commissions earned will be forfeited. Nothwithstanding
the above, we reserve the right to terminate your Affiliate status
once granted for any other or no reason.
2. Links on Your Site
We grant you a revocable, non-exclusive, worldwide, royalty-free
license for the duration of the term of this Agreement, solely
for purposes of facilitating referrals from your site to our site,
to establish and maintain lists, links and search boxes as detailed
below:
Access Plan Links, Services Packages & Product Links: You
may promote any Access Plan, Products or Services at SOLOBIS.com.
It is the responsibility of the affiliate partner to ensure these
links are up to date at all times.
This agreement does not include any other type of Products and
Services located in any other part of our site or any Products
and Services not fulfilled directly by SOLOBIS - unless a specific
program is in place with the fulfillment partner. You may display
on your site a short description, review, or other reference for
product promotion. You will be responsible for the content, style
and placement of these references. Suggested graphics and descriptive
texts may be made available to you and you are encouraged to use
them. You will provide a special link ("your Referral Link")
for you to promote SOLOBIS's Products and Services. You may add
or delete any related links to SOLOBIS from your site at any time
without our approval.
The content and embedded images from the SOLOBIS website may
be used for reference purposes only. Partners are not allowed
to spider or copy the SOLOBIS site to obtain our content and contextual
images. Any affiliate who attempts to do so will be revoked from
the program and any outstanding commissions will also be forfeited.
Only materials provided via our affiliate services area may be
used for SOLOBIS Products and Services promotion.
General Link to SOLOBIS Homepage: You may provide a general link
on your site to our homepage. We will provide you with guidelines
and graphical artwork to use in linking to the SOLOBIS homepage.
Except for the license granted under this Section 2, you do not
obtain any rights under this Agreement in any intellectual property,
including, without limitation, any intellectual property with
respect to the Referral Links, link formats, technical specifications,
guidelines or graphical artwork referenced above, or with respect
to the SOLOBIS domain name.
3. Order Processing
We will process SOLOBIS Products and Services orders
placed by customers who follow Referral Links from your site to
the SOLOBIS site. We reserve the right to reject orders that do
not comply with any requirements that we periodically may establish.
We will be responsible for all aspects of order processing. Among
other things, we will prepare order forms; process payments, cancellations
and returns; and handle customer service. We will track sales
made to customers who purchase SOLOBIS Products and Services using
your Referral Links from your site to our site and reports summarizing
sales activity can be accessed from SOLOBIS.com. The form, content
and frequency of the reports may vary from time to time at our
discretion. To permit accurate tracking, reporting and fee accrual,
you must ensure that your Referral Links between your site and
our site are properly formatted. We will not be liable for paying
commissions on purchases that are not correctly tracked and reported
because the links between your site and our site are not properly
formatted.
4. Commissions
For a SOLOBIS Products and Services sale to generate
a commission, the customer must follow your Referral Link (in
the format specified by us) from your site to the SOLOBIS site;
purchase SOLOBIS Products and Servicess on the SOLOBIS site using
our automated ordering system; accept delivery of the Product
at the SOLOBIS site and remit full payment to SOLOBIS. We will
pay commissions during the cookie session life of 3 years, unless
the customer comes to the SOLOBIS site through another affiliate
or link tracked directly by SOLOBIS's own marketing, advertising,
or search engine optimization. Further, we will not pay commissions
on any SOLOBIS Products and Services purchased from any site operated
by us other than the SOLOBIS site.
The Program is intended for commercial use only. In addition
to any other rights we may have, such purchases may result (at
our sole discretion) in (a) the withholding of commissions and/or
(b) the termination of this Agreement. You acknowledge that these
remedies, while not exclusive, are a reasonable assessment of
the damage we will suffer as a result of a breach of this clause
by you. SOLOBIS Products and Services that are entitled to earn
commissions under the rules set forth above are hereinafter referred
to as "Qualifying SOLOBIS Products and Services".
"Session" shall mean the period beginning upon a visitor's
entry to our site via a Tagged Link (regardless of whether the
visitor leaves and then returns to the site) and ending 3 years
thereafter if the visitor accepts "cookies" from our
site (see explanation below).
Any Session in progress will automatically terminate upon the
expiration or termination of this Agreement or upon the visitor
deleting our cookie.
Note regarding "Cookies": To keep track of the Session,
we use a small text file called a "cookie" that is placed
on the hard drive of the visitor's computer. Some web browsers
permit users to elect not to receive cookies. Only visitors who
accept cookies can be tracked for commissions. You understand
that no commission can be paid for any purchase made by a visitor
who does not accept "cookies" or who has deleted our
"cookies" during a session.
5. Commission Payment
We will pay you commissions on a monthly basis when you have met
the minimum requirement of $100, UPON your request for transfer
of commissions ("Request For Transfer").
All Requests For Transfers must be made by the 22nd day of the
month for our processing procedure to begin the following day.
Your first commission
payment will be made on the 11th week after your purchase of any
SOLOBIS Products and Services provided you have earned the minimum
amount to make a Request for Transfer as stated above.
If the commissions payable to you for any calendar month are less
than $100.00, we will hold those commissions until the total amount
due is at least $100.00 or (if earlier) until this Agreement is
terminated. If any one of SOLOBIS Products and Services that generated
a commission is returned by the customer or a refund is requested,
we will deduct the corresponding commission from your next payment.
If there is no subsequent payment, we will send you an invoice
for the commission.
Our Affiliate Program commission payout plan is as seen at www.SOLOBIS.com/affiliate_program.asp
In addition SOLOBIS may pay "Special Incentives" and
bonuses from time to time.
6. Policies and Pricing
For the avoidance of doubt, customers who buy SOLOBIS Products
and Services through this Program will be customers of SOLOBIS.
Accordingly, all SOLOBIS rules, policies and operating procedures
concerning customer orders, customer service and SOLOBIS Products
and Services sales will apply to those customers. Such policies
and operating procedures may be changed at any time. For example,
SOLOBIS will determine the prices to be charged for SOLOBIS Products
and Services sold under this Program in accordance with its own
pricing policies. SOLOBIS Products and Services prices and availability
may vary from time to time. Because price changes may affect SOLOBIS
Products and Services that you already have listed on your site,
you must not include price information in your SOLOBIS Products
and Services descriptions.
SOLOBIS will use commercially reasonable efforts to present accurate
information, but we cannot guarantee the availability or price
of any particular SOLOBIS Products and Services.
7. Limited License
We grant you a nonexclusive, revocable right to use the materials
described in Section 2 and such other images for which we grant
express permission, solely for the purpose of identifying your
site as a Program participant and to assist in generating Product
sales. You may not modify the icon or any of our images in any
way. We reserve all of our rights in the icon, 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.
8. Responsibility for Your Site
You will be solely responsible for the development, operation
and maintenance of your site and for all materials that appear
on your site. For example, you will be solely responsible for:
the technical operation of your site and all related equipment;
creating and posting Products and Services descriptions on your
site and linking those descriptions to the SOLOBIS site using
your Referral Links in the formats provided by us; the accuracy
and appropriateness of materials posted on your site (including,
among other things, all SOLOBIS Products and Services-related
materials) ensuring that materials posted on your site do not
breach or infringe upon the rights of any third party (including,
for example, copyrights, trademarks, privacy or other personal
or proprietary rights); ensuring that materials posted on your
site are not defamatory or illegal. We disclaim all liability
for these matters. Further, you will indemnify and hold us harmless
from all claims, damages and expenses (including, without limitation,
legal fees) relating to the development, operation, maintenance
and contents of your site.
9. Term of the Agreement
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. You are only eligible to earn commissions on sales
of Qualifying SOLOBIS Products and Services occurring during the
term and commissions earned up to the date of termination will
remain payable only if the related orders are not cancelled or
returned EXCEPT where you have breached Section 1 of this Agreement
in which case your commissions will be forfeited. We may withhold
your final payment for a reasonable time to ensure that the correct
amount is paid. Upon termination of this Agreement, you must promptly
return to us, or at our request, destroy any and all of our intellectual
or proprietary property, information and/or materials in your
possession and, subject to receiving written consent to the contrary
from us, remove all hypertext links to our site from your site.
10. Modification
We may modify any of the terms and conditions contained
in this Agreement, at any time and at 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 commissions,
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 PROGRAMFOLLOWING
OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL
CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
11. Relationship of Parties
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 or our respective affiliates. You will have no authority
to make or accept any offers or representations, guarantees or
warranties on our or our affiliates' behalf, including with respect
to our or our affiliates Products or services. You will not make
any statement or representation, whether on your site or otherwise,
that you are connected or affiliated with us or our site, other
than for the purpose of referring users to our site as defined
under this Agreement, or that otherwise reasonably would contradict
anything in this Section.
12. Limitation of Liability
Neither we, nor any of our affiliates, will 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, or any of our affiliates, have been advised of the
possibility of such damages. Further, to the fullest extent permitted
by law, our and our affiliates' collective aggregate liability
arising with respect to this Agreement and the Program will not
exceed the total commissions paid or payable to you under this
Agreement at the time the act or omission giving rise to the liability
occurred.
13. Disclaimers
To the fullest extent permitted by law, neither we nor any of
our affiliates makes any express or implied warranties or representations
with respect to the Program or any SOLOBIS Products and Services
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),
and the same are hereby excluded. In addition, neither we, nor
any of our affiliates, make any representation that the operation
of our site will be uninterrupted or error-free and none of us
will be liable for the consequences of any interruptions or errors.
14. Miscellaneous
We make no express or implied warranties or representations with
respect to the Program or any SOLOBIS Products and Services 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 or the links or Tagged Links will be uninterrupted or error-free,
or will not be re-routed or "black holed." As a result,
we might temporarily be unable to capture information regarding
Tagged Links. We will not be liable for the consequences of any
such interruptions or errors. The Program is intended for commercial
use only.
15. Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO
ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY
TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS OR MAINTAIN
AFFILIATES ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS
AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE
WITH YOUR WEB SITE. 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.
16. Notices & Jurisdiction
Notices to you are effective if provided in writing to the postal
addresses, electronically to the e-mail address set forth in the
application or if posted on our website. Notice to us may be given
in writing to EMatrix Inc., P.O. Box 3152, Road Town, Tortola,
British Virgin Islands, Attention Affiliate Marketing Program;
or by e-mail at affiliates@SOLOBIS.com. This Agreement will be
governed by the laws of the British Virgin Islands without reference
to rules governing choice of laws. Any action relating to this
Agreement must be brought in the courts located in the British
Virgin Islands and you irrevocably consent to the jurisdiction
of such courts. You may not assign this Agreement, by operation
of law or otherwise, without our prior written consent. Subject
to that restriction, this Agreement will be binding on, inure
to the benefit of, and enforceable against the parties and their
respective successors and assigns. Our failure to enforce performance
of any provision of this Agreement will not constitute a waiver
of our right to subsequently enforce such provision or any other
provision of this Agreement.
