Affiliate Operating Agreement
This Agreement, made and entered by and between
Mauri Pro Sailing ("Mauri Pro Sailing"
or "we") and you, the affiliate ("you"
or "Affiliate"), contains the complete
terms and conditions that apply to your participation
in the Mauri Pro Sailing Affiliate Program (the
"Affiliate Program" or "Program").
1. Enrollment in the Program
You will submit a request to join our Affiliate
Program. By submiting the application, you authorize
that you have read and accept this Affiliate Operating
Agreement. After we carefully review your application,
we will notify you of your acceptance or rejection
to the Program. We may reject your application
(at our sole discretion) if we feel your site
is unsuitable or inconsistent with the purpose
of Mauri Pro Sailing. If your site is accepted,
Mauri Pro Sailing may terminate this Agreement
anytime thereafter if your site is determined
(at our sole discretion) to be unsuitable for
the Program. Sites on any language or based in
any country of the world are eligible for the
program.
2. Promotion of the Affiliate Program
As an affiliate, we will make available to you
a variety of graphic and textual links (each of
these links referred to herein as "Links"
or, individually, as a "Link") which,
subject to the terms and conditions hereof, you
may display on relevant areas of your site. These
Links are available through our Affiliate Sign
In Page. The links will serve to identify your
site as a member of our Program and will establish
a Link from your site to ours.
As an affiliate of Mauri Pro Sailing, you agree
not to create web pages with affiliate links specifically
designed to promote sales via search engines.
Instead, your affiliate links should be part of
the regular content of your website. This condition
is not designed to prevent the creation of legitimate
information or reviews about Mauri Pro Sailing.
Instead, it is meant to help prevent search engine
spam, especially the submission of low-quality,
poor content "doorway pages." If you
are concerned you might violate this condition,
Contact Us
or call 1-888-756-8883 and ask.
In addition, the program restricts you from running
paid placement listings (such as via Google Adwords
or similar) where ads for the program are linked
to the words directly associated with Mauri Pro
Sailing or any of the sites in its network, specifically
company names or URLs. Again, if you have questions
about linking an ad to keywords,
Contact
Us and ask.
3. Our Responsibilities
We will be responsible for providing all information
necessary to allow you to make appropriate Links
from your site to our site, however, all Links
must be approved in writing by us. We will be
solely responsible for processing orders placed
on our site by a customer following a Link from
your site, tracking the volume and amount of sales
generated by your site, and providing information
to affiliate sites regarding sales statistics.
We reserve the right to reject orders. We will
be responsible for order entry, payment processing,
shipping, cancellations, returns, and customer
service related to our site.
4. Responsibilities of Affiliates
You are responsible for placing Mauri Pro Sailing
Links on your site. You have sole responsibility
for the development, operation, and maintenance
of your site and for all the materials that appear
on your site.
You must ensure that all materials posted on your
site are not illegal and do not infringe on the
rights of any person or entity of any kind. We
disclaim all liability for all materials on your
site. You indemnify, defend, and hold us harmless
from all claims, damages, and expenses relating
to the development, operation, and contents of
your site.
As an Affiliate,
you will make sure that your site does not copy
or resemble the look and feel of Mauri Pro Sailing
web site and any of its properties or related
sites or create the impression that your site
is our site or a part of our site.
5. Commission
Sales of Mauri Pro Sailing products will qualify
for a commission when the following conditions
are met: products are sold by us, products are
purchased by users linking to our site from your
site through a Link, products are shipped by us
and Mauri Pro Sailing has received full payment.
Commission rate will be equal to 3% of net sales
for qualifying purchases.
Commisions Payout
are only process when requested by the Affiliate.
Is your responsability to log in to your account
periodically.
The commissions paid under this Agreement are
for use by you only and may not be transferred
or in any manner passed on to any third party
unless expressly authorized in writing by us.
If the total commissions due to you exceed
$300,
we will send a commission check for the applicable
amount. Commission checks will be sent approximately
15 days after the end of every month. If the balance
of your account is less than $300, we will roll
over the balance to the next month.
6. Policies and Pricing
Customers purchasing Mauri Pro Sailing products
through the Program will be deemed our customers.
All rules, policies, terms, and conditions and
operating procedures concerning customer orders,
customer service, and Mauri Pro Sailing product
sales will apply to those customers. We may change
our policies and operating procedures, including
pricing, at any time. We solely will determine
the prices to be charged for Mauri Pro Sailing
products sold under the Program in accordance
with our own pricing policies. You may not include
price information on your site unless pricing
information is made available on links we provide.
Prices and availability of Mauri Pro Sailing products
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.
7. Publicity
You cannot create, publish, distribute, or permit
any material that makes reference to us or uses
our name or any of our trademarks without first
submitting such material to us and receiving our
written consent.
8. Limited License
We grant you a nonexclusive, nontransferable,
revocable right to access our site through the
Links solely in accordance with the terms of this
Agreement, for the sole purpose of linking your
site to our site, solely for the purpose of identifying
your site as a participant in the Program and
assisting in increasing membership in Mauri Pro
Sailing. You may not alter, modify, or change
the Links in any way. You are only entitled to
use the Links to the extent that you are a member
in good standing of Mauri Pro Sailing Affiliate
Program. We may revoke your license anytime.
9. Term of the Affiliate Operating Agreement
The terms of this Agreement will begin upon acceptance
of your application. This Agreement shall commence
on the date of approval of your Affiliate Program
application and shall continue thereafter in full
force and effect until terminated at any time
by either party by giving the other party notice
of termination. Upon 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 Mauri Pro Sailing 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.
10. Modification
We may modify any of the terms and conditions
of this Agreement at any time. You will be notified
by email, and a change notice will be posted on
our site. If the modifications are unacceptable
to you, your only recourse is to terminate this
Agreement. Your continued participation in this
Affiliate Program after a change notice has been
posted will constitute binding acceptance of the
change.
11. Relationship of Parties
You and Mauri Pro Sailing 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.
12. Disclaimers
We make no express or implied warranties or representations
with respect to Mauri Pro Sailing website or the
Mauri Pro Sailing Affiliate Program (including,
without limitation, warranties of fitness, merchantability,
noninfringement, or any implied warranties arising
out of 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.
13. Representations and Warranties
You hereby represent and warrant to us as follows:
This Agreement has been duly and validly executed
and delivered by you and constitutes your legal,
valid, and binding obligation, enforceable against
you in accordance with its terms. The development,
operation, and contents of your site do not infringe
upon the copyright, trademark, or any other right
of any person or entity.
14. Confidentiality
Except as otherwise provided in this Agreement
or with the consent of the other party hereto,
each of the parties hereto agrees that all information,
including, without limitation, the terms of this
Agreement, business and financial information,
customer and vendor lists, and pricing and sales
information, concerning us or you, respectively,
or any of our Affiliates provided by or on behalf
of any of them shall remain strictly confidential
and secret and shall not be utilized, directly
or indirectly, by such party for its 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 through a source
or sources other than such party hereto or its
affiliates.
15. 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 NETWORK, 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.
16. 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 on terms
that may differ from those contained in this Agreement
or operate websites that are similar to or compete
with your website. You have independently evaluated
the desirability of participating in the Mauri
Pro Sailing Affiliate Program and are not relying
on any representation, guarantee, or statement
other than as set forth in this Agreement.
17. Anti-Spam Policy
Affiliates will be removed
from the Mauri Pro Sailing Affiliate Program and
forfeit any pending commissions if they are caught
spamming. Spamming is not allowed and will not
be tolerated.
18. Fraud
If you commit fraud or falsify information in
connection with the purchase of products at Mauri
Pro Sailing through the Links on your site, this
Agreement will be terminated immediately. In addition,
you will be liable to Mauri Pro Sailing for any
and all damages that Mauri Pro Sailing suffers
as a result of such actions. You will also be
responsible for returning to Mauri Pro Sailing
all commissions received for such purchases.
19. Governing Law
This Agreement will be governed by the laws of
the United States and the State of Texas, without
reference to rules governing choice of laws. Any
action relating to this Agreement must be brought
in the federal or state courts, 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 your strict
performance of any provision of this Agreement
will not constitute a waiver of our right to subsequently
enforce such a provision or any other provision
of this Agreement.
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