AFFILIATE AGREEMENT
This Agreement contains the complete terms and conditions which you (the "Affiliate") agree to be bound by as a participant in the Global Genius System (GGS) affiliate program (the "Program") and which shall apply once your application to participate in the Program has been accepted by the Global Genius System.
ARTICLE 1. INTRODUCTION
1.01 GLOBAL GENIUS SYSTEM is the sole and exclusive owner of all right, title and interest including all intellectual property rights in and to the contents, logos, style, design, look and feel, tradenames, trademarks to a certain literary work (including and all future versions thereof) currently entitled "Global Genius System", "GGS", "GGS-E" and "GGS-AAA" ("Products and Services"). 1.02 GLOBAL GENIUS SYSTEM intends to sell and distribute the Products electronically using, in part, third party affiliates who will establish links to the GLOBAL GENIUS SYSTEM 's Web site where the Product will be offered for sale.
1.03 If, in the future, GLOBAL GENIUS SYSTEM sells and distributes any other goods or services through the Internet, it shall offer to its affiliates at that time the opportunity to become vendor-affiliates of such goods or services. Such goods or services shall be included in the defined term "Products and Services" and this Agreement shall then also apply to such goods or services.
ARTICLE 2. PARTICIPATION & REPRESENTATION
2.01 GLOBAL GENIUS SYSTEM hereby grants to the Affiliate the non-exclusive and revocable right to market and advertise the Products and Services and to establish links to GLOBAL GENIUS SYSTEM 's Web site, the whole in accordance with this Agreement.
2.02 The Affiliate shall diligently and continuously market and advertise the Products and Services through the Internet and Regular Media and shall develop, operate and maintain links from its site to GLOBAL GENIUS SYSTEM 's site at its sole cost and expense.
2.03 The Affiliate represents and warrants to GLOBAL GENIUS SYSTEM that this Agreement has been duly and validly executed and constitutes and shall continue to constitute a legal obligation, enforceable in accordance with its terms.
ARTICLE 3. AFFILIATE SALES COMMISSIONS 3.01 If, as a result of a direct advertising effort of the Affiliate, a referred customer of the Affiliate or of a member of the Affiliate's team (as defined) orders and pays for the Product or other goods or services sold by the GLOBAL GENIUS SYSTEM in the future, GLOBAL GENIUS SYSTEM shall pay the Affiliate a sales commission determined in accordance with the Affiliate Compensation Schedule which follows this Agreement and which forms an integral part of it. The commission is based upon the paid selling price of the purchased goods or services before tax and excluding returns ("Sales Commission").
3.02 An Affiliate can earn a First-Purchase Sales Commission and Repeat-Purchase Sales Commission, the whole as described in the Affiliate Compensation Schedule. An Affiliate shall not, directly or indirectly, convert or attempt to convert a Repeat-Purchase Sales Commission into a First-Purchase Sales Commission. An Affiliate shall not receive a Sales Commission for a Product purchase made, directly or indirectly, by him/herself. In the event that more than one Affiliate claims the same commission for a sale, GLOBAL GENIUS SYSTEM shall select the Affiliate which shall receive the compensation.
3.03 The Affiliate shall be responsible for all taxes and other similar levies applicable to the Sales Commission pursuant to any law or regulation. The Affiliate shall report the Sales Commission to its taxation authorities as required by law.
3.04 GLOBAL GENIUS SYSTEM shall, on or about the XXth of each month, mail or otherwise transmit the Sales Commission representing the amount payable for the sales completed in the previous month. Sales statistics of the referred transactions, suppporting the amount paid, shall be made available by <
3.05 Upon written request and at the Affiliate's expense, the Affiliate may cause GLOBAL GENIUS SYSTEM 's books and records to be examined by an independent firm of chartered accountants to ensure compliance with this Agreement. In the event that the examination reveals an underpayment error of more than 5%, the underpayment and the reasonable cost of the examination to a maximum of 250 euro’s shall be paid by GLOBAL GENIUS SYSTEM . If the examination does not reveal an underpayment as aforesaid, the Affiliate shall compensate GLOBAL GENIUS SYSTEM for its reasonable cost to a maximum of 250 euro’s. The firm of chartered accountants utilized shall limit the scope of their examination to the relevant information regarding the Sales Commission and shall keep private and confidential all information obtained in the course of the said examination.
ARTICLE 4. AFFILIATE SITES AND PROMOTION METHODS 4.01 The Affiliate shall be solely responsible for all materials that appear on its site and in it’s sales and marketing materials. It shall strictly adhere to all applicable laws and regulations in conducting its business and more specifically in marketing and advertising the Products and Services. Without restricting the generality of the foregoing, the Affiliate shall not send unsolicited e-mail and shall not send e-mail or any other communication to a recipient if the recipient has requested that it discontinue such communication, nor shall it send or display on its Web site any material that may be considered to be harassing, libelous, defamatory, legally obscene or pornographic, threatening, abusive or hateful.
4.02 GLOBAL GENIUS SYSTEM shall have the right, but not the obligation, to pre-approve the graphics and logos used on any Web site which is linked to its site. Furthermore, the Affiliate shall annotate its site with appropriate copyright, trademark and other similar notices, which shall be approved by GLOBAL GENIUS SYSTEM. If the Affiliate specifies a price point for the Product in its marketing and advertising, it shall ensure that it is updated regularly to reflect all price changes.
4.03 GLOBAL GENIUS SYSTEM shall have the right to monitor the Affiliate's Web site and sales and marketing materials at any time and from time to time to determine if it is in compliance with the terms and conditions on this Agreement.
4.04 GLOBAL GENIUS SYSTEM shall have the right, but not the obligation, to help the Affiliate promote its products more effectively and to report the Affiliate's accounting status by e-mailing the Affiliate Report e-zine to the Affiliate. The Affiliate hereby gives permission to GLOBAL GENIUS SYSTEM to e-mail the Affiliate Newsletter. The Affiliate may unsubscribe from the Monthly version of the Affiliate Newsletter at his sole option by terminating this Agreement at any time (see 9.02 of this Agreement).
4.05 The Affiliate agrees not to use any predatory advertising methods designed to generate traffic from sites that they have not contracted with in the online promotion of GLOBAL GENIUS SYSTEM 's products, services or affiliate program. Predatory advertising is defined as any method that creates or overlays links or banners on web sites, spawns browser windows, or any method invented to generate traffic from a web site without that web site owner's, knowledge, permission, and participation. Examples include, but are not limited to, keyword parsing browser plugins such as TopText and Surf+, banner replacement technology such as Gator, browser spawning technology that is not web site dependent. Participation in predatory advertising programs will be cause for the affiliate's immediate termination.
ARTICLE 5. ORDER PROCESSING 5.01 GLOBAL GENIUS SYSTEM shall establish the procedures of selling the Products and Services including, without limitation, the placement of orders, pricing, payment terms, processing, delivery, returns etc. Without restricting the generality of the foregoing, GLOBAL GENIUS SYSTEM shall have the right to cancel, suspend or delay any order for the Product and Services, including the right to discontinue to sell the Product and Services at any time.
ARTICLE 6. LICENSES AND GOODWILL PRESERVATION 6.01 GLOBAL GENIUS SYSTEM shall have the right, but not the obligation, to approve, in its sole and absolute discretion and with due regard to the protection and preservation of the goodwill of the Product any promotional, advertising or marketing item used by the Affiliate. The Affiliate shall make all deletions and modifications suggested by GLOBAL GENIUS SYSTEM on any site where the Products and Services are mentioned.
6.02 The Affiliate shall acknowledge and clearly identify and respect that all proprietary information, trademarks, copyrights and all other similar rights in and arising out of the Products and Services are, and shall continue to be, the exclusive property of GLOBAL GENIUS SYSTEM. In the event the Affiliate learns of any claim or allegation that the Product and Services infringe upon or violates any intellectual property or proprietary rights of a third party, or contains any unlawful, libelous, or untrue statement, it shall immediately notify GLOBAL GENIUS SYSTEM so as to enable GLOBAL GENIUS SYSTEM to defend, settle or otherwise resolve the claim or allegation in a manner that GLOBAL GENIUS SYSTEM deems appropriate in its sole discretion.
6.03 Customers who purchase the Products and Services through the Program shall be deemed to be customers of GLOBAL GENIUS SYSTEM, and the Affiliate shall refer all Products and Services-related questions, requests or queries to GLOBAL GENIUS SYSTEM. GLOBAL GENIUS SYSTEM shall have the right to utilize the Affiliate's name and logo to advertise, market, promote and publicize in any manner the Product.
6.04 The Affiliate shall not make or give to a customer or a potential customer any warranty, representation or other statement concerning the Products and Services without first obtaining the written consent of GLOBAL GENIUS SYSTEM.
ARTICLE 7. RELATIONSHIP OF PARTIES 7.01 While the parties shall work hand-in-hand for the benefit of both, the parties acknowledge and agree that the Affiliate shall, from a legal perspective, act as and shall be an independent contractor and not an employee, dealer, distributor or agent of GLOBAL GENIUS SYSTEM . Nothing in this Agreement shall create a partnership, joint venture, agency, or franchise between the parties in the legal sense of these terms. The Affiliate shall not sign any document in the name of or on behalf of GLOBAL GENIUS SYSTEM nor shall it hold itself out as being an agent of GLOBAL GENIUS SYSTEM or as having apparent authority to contract for or bind GLOBAL GENIUS SYSTEM.
ARTICLE 8. LIMITATION OF LIABILITY 8.01 In no event shall GLOBAL GENIUS SYSTEM be liable for special, incidental, consequential or punitive damages, including, without limitation, any damages resulting from loss of profits, loss of business or loss of goodwill arising out of or in connection with this Agreement or the Products and Services, whether or not such party has been advised of the possibility of such damages. GLOBAL GENIUS SYSTEM shall not be liable for any damages if, for any reason whatsoever, its Web site fails or is non-operational for any reason whatsoever.
ARTICLE 9. TERM OF THE AGREEMENT 9.01 In the event that the Affiliate breaches any of the undertakings or obligations set forth in this Agreement and does not remedy same within 7 days notice from GLOBAL GENIUS SYSTEM , it shall automatically forfeit the Sales Commission then receivable or receivable at any time in the future. GLOBAL GENIUS SYSTEM shall, in addition, have the right to terminate this Agreement and shall retain all other rights and remedies available to it at law or in equity.
9.02 This Agreement shall automatically terminate if the Affiliate ceases to actively market the Product for a period of 90 days. GLOBAL GENIUS SYSTEM shall have the right but not the obligation to terminate this Agreement with an Affiliate whose First-Purchase Sales Commission in a calendar year was in the bottom 20 percent of the First-Purchase Sales Commission of all Affiliates in the calendar year in question, by giving the Affiliate 90 days notice of termination. In such cases the Sales Commission owing, representing the sums earned shall be paid even after termination of this Agreement. The Affiliate shall have the right to terminate this Agreement at any time upon written notice to GLOBAL GENIUS SYSTEM .
9.03 As soon as notice of termination of this Agreement is given or upon termination as herein provided, the Affiliate shall immediately cease its marketing and advertising of the Product and shall forthwith eliminate all mention and references to the Products and Services and all links to GLOBAL GENIUS SYSTEM . Pending the completion of the foregoing, GLOBAL GENIUS SYSTEM may hold in abeyance the Sales Commission.
ARTICLE 10. MODIFICATION AND APPLICATION OF AGREEMENT 10.01 GLOBAL GENIUS SYSTEM may, in good faith, modify any of the terms and conditions contained in this Agreement (including the Affiliate Compensation Schedule), at any time and in its sole discretion, by posting a change notice or a new agreement on its Web site. Any changes to the Sales Commission rate or terms shall only come into force 30 days following posting. If any modification to this Agreement is not acceptable to the Affiliate, its only recourse is to terminate this Agreement. The Affiliates continued participation in the Program following the said posting of a change notice or new agreement shall constitute binding acceptance by the Affiliate of the change.
10.02 If any of the provisions of this Agreement are determined by a court to be unenforceable, they shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect.
10.03 The Affiliate shall not assign, transfer or convey this Agreement or any part thereof to any other party without GLOBAL GENIUS SYSTEM 's written consent which shall not be unreasonably refused.
10.04 This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, legatees, executors, legal representatives, successors and assigns.
10.05 This Agreement represents the entire agreement between the parties and supersedes all prior negotiations, agreements and understandings, if any. For greater certainty but without restricting the aforementioned, information contained in any of the following shall not form part of this Agreement, namely: descriptions of the Program (including the descriptions of Sales Commission payable to the Affiliates) on GLOBAL GENIUS SYSTEM 's Web site(s); e-mail communications from GLOBAL GENIUS SYSTEM or from any of its employees, officers or directors; in the Product, or in marketing/informational documents.
ARTICLE 11. INDEPENDENT INVESTIGATION 11.01 The Affiliate acknowledges that it has reviewed this Agreement and agrees to all its terms and conditions. The Affiliate understands that GLOBAL GENIUS SYSTEM may at any time solicit customer referrals on terms that may differ from those contained in this Agreement or operate Web sites that are similar to or compete with the Affiliate's Web site. The Affiliate has independently evaluated the desirability of participating in the Program and is not relying on any representation, guarantee or statement other than as set forth in this Agreement.
ARTICLE 12. MISCELLANEOUS PROVISIONS 12.01 Any reference in this Agreement to gender includes all genders and words importing the singular number only shall include the plural and vice versa.
12.02 The insertion of headings and the division of this Agreement into Articles and Sections are for convenience reference only and are not to affect its interpretation.
12.03 Each of the parties hereto covenants and agrees that it shall execute and deliver such additional agreements and documents and do such acts and things as may be reasonably necessary fully and effectually to carry out the intent and purpose of this Agreement.
12.04 Time shall be of essence of this Agreement.
12.05 All notices, requests and other communications shall be deemed to have been received when posted by GLOBAL GENIUS SYSTEM on its Web site. It shall also be deemed to have been received on the next business day if transmitted by telecopier, e-mail or any other form of electronic mail to the last known electronic address of the intended recipient.
12.06 This Agreement shall be governed by and construed in accordance with the laws of The Netherlands and all disputes concerning this Agreement and the obligations assumed by the parties shall be resolved before such courts. The parties have required that this Agreement and related documents be drafted in English.
Rejection Criteria We will reject anyone who uses marketing techniques that...
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Rejection criteria will become more stringent. As the company grows, we will start requiring marketing plans with a point of difference from existing affiliates.
Affiliate Program and Compensation Schedule (Affiliate Programma en Vergoedingen c.q. Commissies) 130.000+ Succes Verhalen
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