YWAM PUBLISHING’S

AFFILIATE AGREEMENT

 

This Affiliate Agreement contains the complete terms and conditions governing Affiliate’s participation in this Affiliate Program operated by YWAM Publishing, a ministry of YWAM (hereby referred to as YWAM Publishing in this agreement)

 

1.       Enrollment in the Program.

 

i.         To enroll, Affiliate must submit a complete Program Application. YWAM Publishing may reject a Program Application for any reason. If a Program Application is rejected, Affiliate may not reapply to the Program for sixty (60) days.

 

2.       Participation in the Program.

 

i.          Following acceptance of a Program Application, YWAM Publishing will provide Affiliate with approved Internet hyperlinks to the YWAM Publishing web site. Affiliate agrees to identify itself as an YWAM Publishing affiliate and to display the YWAM Publishing Approved links on each Internet web site identified by Affiliate in its Program Application. Affiliate shall install the YWAM Publishing Approved links (or updates) within fourteen days of receipt.

ii.         Customers who, during the term of this Agreement, visit the YWAM Publishing web site by hyperlinking via an YWAM Publishing Approved link and during that same visit make a purchase from YWAM Publishing’s web site shall be know as “Affiliate Referrals”.

vii.        Affiliate acknowledges that YWAM Publishing may refuse to provide customer services to any Affiliate Referral for any reason.

 

3.       Use of Trademarks

Affiliate agrees that during the term of this Agreement, YWAM Publishing may, but is not required to, include Affiliate’s logos, trademarks, trade names and similar identifying material (“Affiliate Marks”) on the YWAM Publishing web site.

 

4.       Representations and Warranties

Affiliate represents and warrants:

 

i.            That it is  the owner of all Affiliate Marks; that is has the legal right to grant YWAM Publishing the license to use Affiliate Marks; and that YWAM Publishing’s use of such Affiliate marks will not infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.

ii.          That is owns and is solely responsible for the development, operation, and maintenance of each Affiliate site and for the content of all materials that appear on each Affiliate site; that it is in compliance with all applicable laws and regulations; and that the content of each Affiliate site is not defamatory, fraudulent, obscene, infringing or otherwise in violation of any legal rights or duties;

iii.         That it will not engage in any “spamming” or similar activities that relate or refer, directly or indirectly to YWAM Publishing;

iv.         That it will not make any representation or warranty on behalf of YWAM Publishing or concerning any products or services provided by YWAM Publishing;

v.           That apart from its display of YWAM Publishing Approved Links, it will not use any YWAM Publishing trademark, name or URL in any way without YWAM Publishing’s prior written consent;

vi.         That it will not bid on the name “YWAM Publishing” (or any name or phrase that is a derivative thereof” or the name of any of YWAM Publishing’s suppliers as part of any key-word or PPC search;

vii.        That it will not copy or attempt to duplicate the look and feel of the YWAM Publishing web site, attempt to create an impression that any Affiliate Site is owned or operated by YWAM Publishing, or frame any portion of the YWAM Publishing web site;

viii.      That it will not use any customer information provided by YWAM Publishing for any purpose other than to verify the appropriateness of Commission Fees;

ix.         That all statements contained in its Program Application are true

 

5.       Terms of the Agreement

 

i.            Unless otherwise terminated as set forth herein, this Agreement will terminate three (3) years from the date of acceptance of the Program Application. The Agreement will automatically renew thereafter on a year-to-year basis unless terminated by either party at least one month before expiration of the term.

ii.          YWAM Publishing may terminate this Agreement immediately, effective upon e-mail notice of termination, in the event that Affiliate breaches any representation or warranty as set forth above.

iii.         Either party may terminate this Agreement in the event of a breach, which breach is not cured within fifteen (15) days of notice to the other party.

 

6.       Indemnification

Affiliate agrees that it will at all times defend, indemnify and hold harmless YWAM Publishing and any of its subsidiaries, affiliates or parent companies and their employees, owners, directors, managers, accountants, attorneys, agents, successors, and assigns from and against any and all third party claims, damages, liabilities, costs and expenses (including, without limitation, reasonable legal fees and expenses) arising out of or related to (i) the development, operation, maintenance and content of any Affiliate site; (ii) any products, materials or services provided or made available by Affiliate via an Affiliate site; (iii) any breach of any term, condition of this Agreement by Affiliate; (iv) any breach of Affiliate’s representations and warranties herein; and/or (v) Affiliate’s willful misconduct and/or negligence. Both parties shall give the other party prompt written notice of any claim, action or demand for which indemnity is, or may be, claimed. YWAM Publishing shall have the right, but not the obligation, to control the defense and/or settlement of any claim in which it is named as a party. Affiliate shall have the right to participate in any defense of such claim with counsel of its choice at its own expense. Affiliate shall not, without the prior written consent of YWAM Publishing, settle, compromise or consent to the entry of any judgment with respect to any pending or threatened claim.

 

7.       Modification

YWAM Publishing may modify any of the terms and conditions in this Agreement, at any time, by providing Affiliate with an e-mail notice noting any such modifications. Modifications may include, but are not necessarily limited to, changes in the scope of available Commission Fees, Commission Fee schedules, payment procedures and Program rules. If any proposed modification in unacceptable to Affiliate, Affiliate may terminate this Agreement. Affiliate’s continued participation in the Program following its receipt of e-mail notice from YWAM Publishing constitutes Affiliate’s binding acceptance of any such change.

 

8.       Miscellaneous

 

i.            The parties to this Agreement are independent contractors. Nothing in this agreement is to be construed to create a partnership, joint venture or employment or agency relationship between YWAM Publishing and Affiliate. Neither party has any authority to obligate or bind the other in any respect.

ii.          The interpretation of and performance under this Agreement will be construed in accordance with the laws of the State of Washington, U.S.A. The exclusive jurisdiction and venue for all disputes related to this Agreement shall be the state and/or federal courts in Snohomish county, Washington, U.S.A.

iii.         No waiver of a breach or default shall be construed as a waiver of any other breach or default of the same of any other provision. No delay in exercising any rights, powers or privileges under this Agreement shall operate as a waiver of any rights, powers or privileges.

iv.         Affiliate cannot assign this Agreement or its respective rights and duties under this Agreement without YWAM Publishing’s prior written consent. YWAM Publishing may assign this Agreement and/or its rights and duties under this Agreement by providing Affiliate notice of such assignment.

v.           The Agreement is binding upon and will inure to the benefit of the parties hereto and their respective heirs, successors and assigns, as permitted herein.

vi.         Each provision of this Agreement is separate and distinct from every other provision of this Agreement,

vii.        All notices to YWAM Publishing must be given via e-mail to [email protected] and, if to Affiliate, via e-mail to the e-mail address set forth in the Program Application. Affiliate is responsible for maintaining this e-mail address or providing notice to YWAM Publishing of any change to such e-mail address.

viii.      The Agreement and the information submitted by Affiliate as part of the Program Application contains the entire understanding of YWAM Publishing and Affiliate. This Agreement supersedes any previous discussions and agreements (whether oral or written) between YWAM Publishing and Affiliate.

 

ALL PRODUCTS OR SERVICES TO BE PROVIDED BY YWAM PUBLISHING TO AFFILATE OR TO ANY AFFILIATE REFERRAL OR OTHER USER ARE PROVIDED WITHOUT ANY WARRANTY OF ANY KIND EXPRESS OR IMPLIED.YWAM PUBLISHING CANNOT AND DOES NOT GUARANTEE THAT THE YWAM PUBLISHING SITE OR THE ONLINE PURCHASE SYSTEM WILL BE AVAILABLE AT ALL TIMES OR OPERATE ERROR FREE. YWAM PUBLISHING HEREBY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES SHALL YWAM PUBLISHING BE LIABLE TO AFFILIATE FOR ANY INDIRECT, INCIDENTAL, CONDEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES. YWAM PUBLISHING’S MAXIMUM LIABILITY TO AFFILIATE SHALL BE THE AMOUNT OF ANY DUE BUT UNPAID COMMISSION FEES.

 

 

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