Affiliate terms of service agreement

AFFILIATE PROGRAM TERMS OF SERVICE AGREEMENT

Please read this AFFILIATE PROGRAM TERMS OF SERVICE AGREEMENT carefully before registering and using the Robert Maxim affiliate service as an affiliate. By signing up for the Affiliate Program, You indicate Your acceptance of this agreement and its terms and conditions.

This document describes the terms and conditions of the Robert Maxim Affiliate Program. As used herein, "Program" shall mean this Affiliate Program; "Robert Maxim," "We," "Our," or "Us" shall mean Robert Maxim International Inc. "User" or "You" or "Your" shall mean the Affiliate.

Privacy Policy

Robert Maxim respects the privacy of its users and promises not to disclose personal or business information to third parties without the express permission of You and Your company or where required by law. If You have any questions about Your privacy rights, please contact Us.

Affiliate Program Terms of Service Agreement

This AFFILIATE PROGRAM TERMS OF SERVICE AGREEMENT ("Agreement") is an agreement made and entered into by and between Robert Maxim International Inc. ("Robert Maxim"), a Canadian Corporation, with its principal place of business at 5812 Canary Drive, Vernon, British Columbia V1H-1R3, and the party set forth in the related Registration Form, the Referral Affiliate or Website Affiliate ("User" or "You" and "Your"), incorporated herein by reference (together with any subsequent Registration Forms or other on-line sign-up, acceptance or order form submitted by User, the "Registration Form"), and contains the terms and conditions that apply to Your participation in the Robert Maxim International Inc. Referral Affiliate and Website Affiliate Program (the "Affiliate Program" or "Program").

Definitions.
1. Affiliate Program. The Affiliate Program is a marketing system that allows someone or entity to become associated with Robert Maxim and help promote its' products. An Affiliate earns a commission for referring new potential customers to Robert Maxim and when that referred person or entity is a Qualified Lead (see 1.3) and completes a purchase. Affiliates may not offer payment terms or extend credit.
2. Website Affiliate. The Website Affiliate Program is a marketing system that allows someone or entity to become associated with Robert Maxim and help promote its' products. A Website Affiliate earns commissions by referring potential customers through the use of links from their website to Robert Maxim's website and when that referred person or entity makes a purchase within 90 days of visiting Robert Maxim's website. Website Affiliates may not offer payment terms or extend credit.
3. Qualified Lead. A Qualified Lead means a person or organization that (i) is made known to Robert Maxim by the Referrer pursuant to a completed and approved Affiliates Program application, (ii) makes a purchase from Robert Maxim within 90 days of a referral from the Referral Affiliate and (iii) was not identified by Robert Maxim or Robert Maxim sister companies and any of their respective business partners, employees, or any other person prior to the completed and approved Affiliates Program application or other lead generation. Current or past Robert Maxim customers are not eligible as referral prospects.
4. Abandoned Account. An abandoned affiliate account is defined as any account that has not been logged into for a period of 6 months, nor have any referral transactions that generate commissions been posted to that account. Abandoned affiliate accounts will be closed without notice. Any funds remaining in the account that are less than the payment threshold will be forfeited and reclaimed by Robert Maxim.
Enrollment in the Program. A Robert Maxim Affiliate Program application must be completed and supporting documents submitted. Upon Your completion of the application it will be reviewed and You will be notified of Your acceptance or rejection to the Program. Your application may be rejected (at the sole discretion of Robert Maxim) depending on the match with the mission of Robert Maxim. THE PROGRAM IS ONLY OPEN TO RESIDENTS OF THE UNITED STATES OF AMERICA OR CANADA WHO ARE AN ADULT OF AT LEAST 18 YEARS OF AGE (OR OF 'LEGAL AGE' WHERE APPLICABLE). You warrant that the information You provide to Us upon registration is complete, valid and honest, including Your Social Security Number (USA) or Social Insurance Number (Canada) or Business Registration documents in the case of a company. You are responsible for informing Robert Maxim about changes to Your information including postal and e-mail addresses. Failure to provide the correct addresses may result in the forfeiture of any payments due to You. Payments that are returned for invalid or insufficient address information, may be forfeited as well. You can update information at any time through the Client Area on Our website. Any rights granted to an Affiliate are non-exclusive.
1. Required Documentation
  1. Registered Companies.
    1. provide a digital photo copy or scanned copy of the company incorporation or registration certificate including business registration number.
    2. provide name(s) of registered officer(s) of the company.
    3. have a mailing address in the United States or Canada.
  2. Persons (non-registered or non-incorporated companies included).
    1. provide a digital photo copy or scanned copy of Your Social Security Number (US) or Social Insurance Number (Canada).
    2. provide a digital photo copy or scanned copy of Your current drivers license or other government identification showing photo and current address,
    3. have a mailing address in the United States or Canada.
Agreement Effective Date. The "Effective Date" of Affiliate Program agreement shall be the date the application is approved by Robert Maxim.
Referral Affiliate Commissions. Subject to the terms of this Agreement and in consideration of payment received for the sale of a product by Robert Maxim, the Referral Affiliate will be compensated by Robert Maxim solely by payment of a percentage commission in US dollars. The percentage commission is based on the invoice amount received by Robert Maxim from the customer, net of any discounts or promotions, related to its first order (i.e., the "Money Base"). Subject to the terms contained herein, the extent of the percentage commission ("Commission") to be applied will be set at a multi-level rate varying from 15 percent to 25 percent of the Money Base (net of any discount) depending on number of sales attributed to the affiliate. The Referral Affiliate acknowledges and agrees that the Commission is the sole and exclusive form of compensation it may receive for the activities described herein. No commission will be paid for fees received from existing Robert Maxim customers. To enable Robert Maxim to identify new customers and pay appropriate commissions to a Referral Affiliate, the new customer must enter the appropriate Referral Affiliate identification code at the time of purchase. The Affiliate identification code must be either manually entered by the referred customer on the invoice or identified by the link tracking code We provide to the Affiliate. A second commission will not be paid on upgrade of an account or invoice. In addition, the Website Affiliate acknowledges and agrees that the Commission is the sole and exclusive form of compensation it may receive for the
activities described herein.
Website Affiliate Commissions. Website Affiliates can sign up to promote Robert Maxim products from their website and receive commissions as Website Affiliates. Website Affiliates will place a link to the Robert Maxim website using the special link buttons or text URLs provided by Robert Maxim. If a visitor to the Website Affiliate website clicks on that link, Robert Maxim will track that customer. If they make a purchase from Robert Maxim and are a Qualified Lead, the Website Affiliate will receive a commission in US dollars. The percentage commission paid to the owner of the sponsoring website is based on the net Robert Maxim invoice amount effectively received by Robert Maxim from the customer related to its first purchase from Robert Maxim ("Money Base"). Subject to the terms contained herein, the extent of the percentage commission ("Commission") to be paid to the Website Affiliate will be set at a multi-level rate varying from 15 percent to 25 percent of the Money Base (net of any discount) depending on number of sales attributed to the affiliate. A second commission will not be paid on upgrade of an account or invoice. In addition, the Website Affiliate acknowledges and agrees that the Commission is the sole and exclusive form of compensation it may receive for the activities described herein.
Website Restrictions
1. Robert Maxim reserves the right to deny any website for the Website Affiliate Program. Robert Maxim will not be required to provide any reason or justification for restrictions or denial. As an affiliate, You can only have one (1) Robert Maxim account. You can list multiple referral domains in one account, but only one account is allowed. Websites promoting violence and discord, discrimination based on race, sex, religion, nationality, sexual orientation, or age, sexually explicit materials, and illegal or questionable activities, as well as those violating intellectual property rights will not be accepted into the Website Affiliate Program. Links may not be placed in newsgroups, unsolicited e-mail, ICQ, banner networks, counters, chat rooms or guest books. Any Link placed must be done in such a way that it is not misleading to any Visitor and done with the intention of delivering valid sales, leads, or clicks to the Robert Maxim website. If Robert Maxim becomes aware of any affiliate promoting such materials or engaged in such activities, it will terminate them from Our Website Affiliate Program without notification. Website Affiliates websites must use only the graphics, marketing, and promotional materials provided by Robert Maxim without alteration. Website Affiliates will be solely responsible for the development, operation, and maintenance of their website and associated materials on that website. For example, Website Affiliates must remove all sweep-stake and other promotions on the date they expire or forfeit any commissions earned after the end date of the promotional period if You continue to post such links.
2. Affiliates shall not use Robert Maxim's service or product names, company name or any derivative of the name including confusingly similar words and confusingly similar spelling errors to advertise and promote their affiliate links. This includes but is not limited to the use of these terms in meta tags, website content, on other websites, directories, Google Adwords or other forms of advertising.
Items not included in the Money Base for Affiliate Referrals. For the avoidance of doubt, the Money Base is the amount of the initial Sales Invoice paid by the customer (net of any discounts). Examples of items not included in the Money Base for any program are subsequent support fees, consulting fees, or payments for other products or services.
Affiliate Commissions Model. Robert Maxim uses a cost per acquisition (CPA) commission model. In this case the affiliate gets paid when a Qualified Lead referred by an affiliate makes a purchase. Commissions are calculated as a percentage per sale Money Base. The payment type can either be a straight-forward fixed flat-fee commission or a recurring commission. Both payment types have a sliding scale based on the number of successful referrals an affiliate generates.
1. Recurring Commissions. Recurring commissions may include single payment commissions on one-time purchase products and recurring payment commissions on products that are sold on a recurring payment basis.
2. Fixed Flat Fee Commission. Fixed flat fee commissions are a one-time payment for sales resulting from new customers referred by an affiliate. Fixed flat fee commissions are paid at a higher rate than recurring commissions.
Affiliate Commission Rates. Affiliate commissions are provided as either Recurring Commissions or Flat Fee Commissions. Affiliate commissions can only be accepted in one of the two commission forms. Current commission rates will be posted on the robertmaxim.com website.
Changes to Commission Rates. Robert Maxim reserves the right to change the commission rates provided to Affiliates at any time without notice. All Affiliates are advised to check the commission information page on a regular basis to avail themselves of the latest rates being provided, although We will e-mail Affiliates with changes when ever possible.
Recurring Sales Orders. Affiliates will be entitled to commission on the Money Base of recurring sales orders of Qualified Leads that they establish. Affiliates accepting Flat Fee Commissions are not eligible for recurring commissions from recurring sales orders.
Sign-up Bonuses / Credits. Upon signing up with Our Affiliate Program, You may or may not receive sign-up bonuses or credits to Your affiliate account. These sign-up bonuses or credits will only be paid out when You have reached the minimum payout amount designated by Our Affiliate Program. You cannot redeem these credits for anything else other than what they are, and will not be dispersed until You have generated enough commissions that are equal or greater than the minimum payout amount. If You do not generate any commissions within a period of six (6) months, Robert Maxim reserves the right to deem Your account Abandoned and revoke and cancel any sign-up bonuses credited to Your affiliate account.
Splitting Commissions. In no event will Robert Maxim be liable for more than one single Commission for each sale. Should more than one organization and/or individual claim any right to a commission, a single commission will be apportioned among the claimants in US dollars as determined at the discretion and best judgment of Robert Maxim.
Commission Payments.
1. When information provided by an Affiliate leads to a sale, Robert Maxim will pay the Commission to the Affiliate in US dollars within 60 days of receipt of the payment received from the new customer, provided a completed Affiliate Program application and all appropriate tax related information is on file at Robert Maxim, and the commission is above the minimum payment amount. Money credited to Your affiliate account does not accrue interest. If a sale is canceled by a customer and a refund is provided, any previously paid commissions related to the sale will be reclaimed and immediately deducted from the Affiliate's account. If the Affiliate's account does not contain sufficient funds to cover the reclaimed commission the Affiliate will be responsible and fully liable to Robert Maxim for this amount and grants Robert Maxim the right to recover the debt by all means at is discretion. The Affiliate also agrees that all costs of recovery shall be borne by them.
2. Payment Currency. Affiliate commissions are calculated, stored and paid in US dollars.
3. Payment Threshold. The minimum Affiliate account balance required before a withdrawal payment will be made. Robert Maxim's payment threshold is one hundred US dollars ($100). This limit exists to avoid transaction costs associated with small payments. Once the amount owed to You is greater than the threshold amount, the full amount due to You will be paid. Unpaid amounts carry over.
4. Payment Hold Backs. Commissions are paid after a thirty (30) day or one (1) month hold, which ever is longer, in case the associated sale is canceled and refunded.
5. Payment Withdrawal Methods. Commission payments are made either as a credit towards purchases of Robert Maxim services and products or as a deposit to Your PayPal account.
  1. Credit Payment. Affiliate commissions will be used as payment towards Your own Robert Maxim product purchases and/or renewals. If when You make a purchase, or when a renewal becomes due, and You have commission credits available within Your account, then the amount payable for that purchase or renewal is reduced by Your available commission.
  2. Withdrawal Payment. When Your commissions account balance reaches a total of $100 (payment threshold), You can then request that Your commissions be paid out to You. Within 14 days of receipt of Your request to be paid out, a payment will be sent to Your PayPal account.
Auditing. Robert Maxim will maintain complete and accurate records according to Generally Accepted Accounting Principles ("GAAP") for all transactions which are the subject of this Agreement for not less than three (3) years after the last payment is due under this Agreement. An independent accounting firm, when retained at the expense of Affiliate and not more frequently than annually, will have access to such records, upon reasonable notice, for the purposes of audit during normal business hours, for so long as such records are required to be maintained under this Agreement. If such accounting firm determines that any additional payment is due Affiliate by Robert Maxim, and such payment is not the subject of a good faith dispute between the parties, then Robert Maxim will promptly make payment of such amount to Affiliate. If Robert Maxim overpays Affiliate, then Robert Maxim shall be entitled to a credit against the next payment due to Affiliate in the amount of the overpayment, unless such overpayment is the subject of a good faith dispute between the parties or no further payments are due under this Agreement, in which case Affiliate shall promptly refund to Robert Maxim the amount of the overpayment.
Tax Laws and Consequences. Robert Maxim will follow and comply with all State/Provincial and Federal tax laws. Referral Affiliates are responsible and fully liable for any tax consequences derived from the receipt of a Commission under this Agreement and will indemnify and hold Robert Maxim harmless for any lack of compliance with tax obligations related to any Commissions received.
Independent Contractor. In this agreement, You are considered an independent contractor. Therefore, 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 make representations on behalf of Robert Maxim.
Assignment. Affiliates may not assign its interest in the Agreement without Robert Maxim's consent.
Intellectual Property. All intellectual property rights are reserved to Robert Maxim and are not licensed.
Exclusions.
1. The employees of Robert Maxim as well as the employees of Robert Maxim sister companies are not eligible as Affiliates nor any other person or agency already retained to provide lead generation services.
2. YOU MAY NOT RECEIVE COMMISSIONS FOR REFERRING YOURSELF to Robert Maxim. Participants who use Robert Maxim's Affiliate Program to purchase products for their own use are in violation of the agreement. If such use has occurred Robert Maxim may, in its sole discretion, terminate this agreement and/or seek reimbursement of commissions and any incurred costs.
Applicable Law and Jurisdiction. This Affiliate Program Agreement will be governed, interpreted, and enforced by the Laws of the Province of British Columbia, Canada. Any dispute or controversy that the parties can not amicably resolve will be brought to the exclusive jurisdiction of the Law Courts in Vernon, British Columbia where Robert Maxim is headquartered. Arbitration and mediation for unresolved disputes and controversies will take place in Vernon, British Columbia.
No Spam. Affiliate agrees not to use e-mail addresses of Robert Maxim customers to send unsolicited e-mail. Affiliate agrees not to use unsolicited e-mail, Usenet, message board postings, or similar methods of mass messaging (Spam) to gather referral or affiliate sales commissions. The use of Spam to promote the Affiliate Program has strict negative consequences. We will immediately and permanently terminate the account of any Affiliate who has sent unsolicited e-mail targeting potential Robert Maxim customers or to gain referrals or for any other purpose. In addition, You may be subject to state and federal penalties and other legal consequences under applicable law if You send unsolicited e-mail. Our Anti-Spam Policy is intended to protect Our Affiliate Program, customers, employees, and affiliates, as well as the Robert Maxim company.
Confidentiality and Disclosure of Confidential Information.
1. Each party acknowledges that it may receive the other party's Confidential Information during the term of this Agreement. "Confidential Information" means any confidential, proprietary or trade secret information relating to this Agreement or disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") during the term of this Agreement, including but not limited to material terms of this Agreement, information about Customers, information related to the calculation of referral fees and any other business, financial or technical information that is not (i) disclosed in public materials or otherwise in the public domain through no fault of the Receiving Party; (ii) lawfully obtained by the Receiving Party from a third party without any obligation of confidentiality; (iii) lawfully known to the Receiving Party before disclosure by the Disclosing Party; or (iv) independently developed by the Receiving Party.
2. Except as otherwise expressly provided in this Agreement, each party agrees that it will (i) treat all Confidential Information of the other party with the same degree of care as it accords to its own Confidential Information, but in no event less than a reasonable degree of care; (ii) disclose Confidential Information of the other party only (A) to those of its agents or employees who need to know such Confidential Information and have agreed previously, either as a condition of employment or to obtain the Confidential Information, to be bound by terms substantially similar to those of this Section, or (B) as required or reasonably advised to be disclosed by law, if the Receiving Party affords the Disclosing Party a reasonable opportunity to seek protective legal treatment of such Confidential Information; and (iii) destroy or return to the other party all Confidential Information of the other party upon termination of this Agreement. The obligations in this section 6.2 will continue, as to each bit of information, for so long as such information remains Confidential Information.
3. Any information We receive is used solely for tracking and commission payment purposes. Robert Maxim reserves the right to be able to utilize this data in aggregate to analyze Service trends, monitor Service efficiencies, and perform such other analysis as Robert Maxim deems appropriate.
4. Robert Maxim will not provide any personal information about a Robert Maxim's customer transaction, other than what is passed to You through the installed tracking code and displayed on Your own transaction reports.
Representations. Affiliate represents and warrants that (i) Affiliate has the power and authority to enter into this Agreement and to fully perform its obligations hereunder; (ii) the individual accepting this Agreement on Affiliate's behalf has the authority to do so; (iii) the obligations created by this Agreement, insofar as they purport to be binding on the Affiliate, constitute legal, valid, and binding obligations, enforceable in accordance with their terms; (iv) there is no contractual or other legal obligation to stop the Affiliate from performing in this program; and (v) the Affiliate is in compliance with all laws to which it is subject, the non-compliance with which would have a material adverse affect on Affiliate's performance under this Agreement.
Warranties. No Warranty: Robert Maxim DISCLAIMS ANY WARRANTIES THAT MAY BE EXPRESSED OR IMPLIED BY LAW REGARDING THE LINKS OR REFERRAL SYSTEM, INCLUDING WARRANTIES AGAINST INFRINGEMENT. Robert Maxim WILL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND, WHETHER BASED ON CONTRACT, TORT, TERMINATION OF THIS AGREEMENT OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER IT HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.
Modifications. We may modify any of the terms and conditions of this Agreement at any time and without advance notice, effective upon making the modified provisions available on the robertmaxim.com website. A change notice will be posted on Our website. You are responsible for regularly reviewing the website for any changes or modifications. 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. Furthermore, Robert Maxim may add to, change, suspend or discontinue any and all aspects of the Service at any time, with no prior notice necessary and without owing anything further to the Affiliate. Changes will only be made in 'good faith' with the affiliate.
Term of Contract. The terms of this Agreement will begin upon Robert Maxim's acceptance of an application and will expire when either party gives termination notice in writing.
Termination.
1. This Agreement can be terminated by either party at any time by giving the other party written notice of termination. The termination of this agreement will be effective upon receipt of a termination notice. Upon closure of an account, any pending transactions will be processed. Any funds that We are holding in custody for You at the time of closure, less any applicable fees, will be paid to You. However, You may not seek closure of Your account as a means of evading customer responsibilities, disputes, or order fulfillments. If pending issues or customer disputes remain at the time You close Your account, You authorize Robert Maxim to hold Your commission payment for up to 180 days or as appropriate to protect Robert Maxim for sale reversals or customer disputes. Upon termination of this Agreement for any reason, You will immediately cease use of, and remove from Your website, all Links to Our website, and all Robert Maxim 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.
2. If You are terminated from the Affiliate Program, Robert Maxim has the right to withhold money You earned within the Program or money that You owe within the Program and You will not be allowed to re-join the Robert Maxim Affiliate Program.
Indemnification and Limitation of Damages. You agree to indemnify and hold Robert Maxim, its affiliates, officers, directors and employees harmless from any claim, action, demand, loss, or damages (including attorneys' fees) made or incurred by any third party arising out-of or relating to Your use of the Affiliate Program. Robert Maxim shall not be held liable for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under or with respect to this agreement or program. Neither party has the right to create any obligation binding on the other except as expressly authorized in this Agreement.
Final Provisions.
1. If for any reason, a party is unable to fulfill its obligations under the agreement, it shall immediately inform the other party thereof and do everything in its power to resume normal operations as quickly as possible. In such a case, the affected party shall not be deemed to be in breach of contract and cannot be held liable.
2. In the event of any conflict between this document and the Robert Maxim Terms of Service and Acceptable Use Policy, the provisions of the the Terms of Service and Acceptable Use Policy shall control.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AS AFFILIATE AND ROBERT MAXIM. BY CLICKING ON THE "WE AGREE" BUTTON AT THE END OF THIS AFFILIATE AGREEMENT YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS SET FORTH HERE AND ARE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AFFILIATE AGREEMENT AND YOU AGREE TO BE BOUND BY THESE TERMS.

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