FutureTechToday.com
Affiliate Program
TERMS and
CONDITIONS:
Affiliate Agreement
This Agreement contains the complete terms and conditions which you
(the "Affiliate") agree to be bound by as a participant in Future Tech
Today Inc.("Future Tech Today Inc.") affiliate program (the "Program")
and which shall apply once your application to participate in the Program
has been accepted by Future Tech Today Inc..
ARTICLE 1. INTRODUCTION
1.01 Future Tech Today Inc. 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, trade names, trademarks
to all literary works, computer software programs, products, goods and
services (including and all future versions thereof) currently entitled
the ("Product"). Product refers to the singular as well as the plural.
1.02 Future Tech Today Inc.intends to sell and distribute the Product
electronically and or physically using, in part, third party affiliates
who will establish links to Future Tech Today Inc.'s Web site where the
Product will be offered for sale.
1.03 If, in the future, Future Tech Today Inc. 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 "Product" and this Agreement shall then also apply to such
goods or services.
ARTICLE 2. PARTICIPATION & REPRESENTATION
2.01 Future Tech Today Inc. hereby grants to the Affiliate the non-exclusive
and revocable right to market and advertise the Product and to establish
links to Future Tech Today Inc.'s Web site, in accordance with this Agreement.
2.02 The Affiliate shall diligently and continuously market and advertise
the Product through the Internet and shall develop, operate and maintain
links from its site to Future Tech Today Inc.'s site at its sole cost
and expense.
2.03 The Affiliate represents and warrants to Future Tech Today Inc.
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 Future Tech Today Inc. in the future, Future Tech Today Inc.
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"). "Sales Commissions" will be granted
60 days after the sale to prevent problems with returned goods.
3.02 AN AFFILIATE SHALL NOT RECEIVE A SALES COMMISSION FOR A PRODUCT
PURCHASE MADE, DIRECTLY OR INDIRECTLY, BY HIMSELF/HERSELF. Future Tech
Today Inc., in its sole and complete discretion may create multiple level
compensation plans. In the case of a multiple level compensation plan,
an Affiliate's Team means all Affiliates introduced to the Program by
the Affiliate in question. In the event that more than one Affiliate
claims the same commission for a sale, Future Tech Today Inc. 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 Future Tech Today Inc. shall post and maintain, on a current basis,
a designated password-protected Web page for each Affiliate showing the
Affiliate's participation in the Program including number of potential
customers referred by it and an estimate of the Sales Commission owing
to it. Future Tech Today Inc.shall, on or about the 15th 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, supporting the amount paid, shall be made
available on the Affiliate's private site. Affiliates will receive the
Sales Commission in US funds. For administrative convenience, if the
Sales Commission is less than 25.00 dollars in a month, it shall be mailed
during a future month. The Affiliate may receive the Sales Commission
where the amount in question is less than 25.00 dollars by advising Future
Tech Today Inc. and assuming Future Tech Today Inc.'s cost of making
the payment. If an Affiliate maintains a balance of less than 25.00 dollars
of Sales Commission in a period of 12 consecutive months without asking
for payment during that time, the Sales Commission shall be forfeited.
Sales Commission overpayments may be deducted from future payments or
shall be reimbursed by the Affiliate.
3.05 Upon written request and at the Affiliate's expense, the Affiliate
may cause Future Tech Today Inc.'s books and records to be examined by
an independent firm of 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 250.00 dollars shall be paid by Future Tech Today Inc..
If the examination does not reveal an underpayment as aforesaid, the
Affiliate shall compensate Future Tech Today Inc. for its reasonable
cost to a maximum of 250.00 dollars. The firm of 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. It shall strictly adhere to all applicable laws and
regulations in conducting its business and more specifically in marketing
and advertising the Product. 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 Future Tech Today Inc. 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 Future Tech Today Inc.. 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 Future Tech Today Inc. shall have the right to monitor the Affiliate's
Web site 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 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 Future Tech Today Inc.'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 Future Tech Today Inc. shall establish the procedures of selling
the Product including, without limitation, the placement of orders, pricing,
payment terms, processing, delivery, returns etc. Without restricting
the generality of the foregoing, Future Tech Today Inc. shall have the
right to cancel, suspend or delay any order for the Product, including
the right to discontinue selling the Product at any time.
ARTICLE 6. LICENSES AND GOODWILL PRESERVATION
6.01 Future Tech Today Inc. 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 Future Tech Today Inc.
on any site where the Product is 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 Product are, and shall continue
to be, the exclusive property of Future Tech Today Inc.. In the event
the Affiliate learns of any claim or allegation that the Product infringes
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 Future Tech Today Inc.so as to enable Future
Tech Today Inc.to defend, settle or otherwise resolve the claim or allegation
in a manner that Future Tech Today Inc. deems appropriate in its sole
discretion.
6.03 Customers who purchase the Product through the Program shall be
deemed to be customers of Future Tech Today Inc., and the Affiliate shall
refer all Product-related questions, requests or queries to Future Tech
Today Inc.. Future Tech Today Inc. 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
Product without first obtaining the written consent of Future Tech Today
Inc..
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 or agent of Future Tech Today Inc.. 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 Future Tech Today Inc.
nor shall it hold itself out as being an agent of Future Tech Today Inc.
or as having apparent authority to contract for or bind Future Tech Today
Inc..
ARTICLE 8. LIMITATION OF LIABILITY
8.01 In no event shall Future Tech Today Inc. 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
Product, whether or not such party has been advised of the possibility
of such damages. Future Tech Today Inc. 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 Future Tech Today Inc., it shall automatically forfeit
the Sales Commission then receivable or receivable at any time in the
future. Future Tech Today Inc. 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. Future Tech Today
Inc. shall have the right but not the obligation to terminate this Agreement
with an Affiliate whose Sales Commission in a calendar year was in the
bottom 20 percent of 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 Future Tech Today Inc..
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 Product and all links to
Future Tech Today Inc.. Pending the completion of the foregoing, Future
Tech Today Inc. may hold in abeyance the Sales Commission.
ARTICLE 10. MODIFICATION AND APPLICATION OF AGREEMENT
10.01 Future Tech Today Inc. 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. 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 Future Tech Today Inc.'s
consent which shall not be unreasonably refused.
10.04 This Agreement shall endure 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 Future Tech Today Inc.'s Web site(s);
E-mail communications from Future Tech Today Inc. or from any of its
employees, officers or directors;
Information 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 Future Tech Today Inc. 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 Future Tech Today Inc. 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 If a dispute arises under this agreement, we agree to first try
to resolve it with the help of a mutually agreed-upon mediator in the
following location: Eugene, Oregon. Any costs and fees other than attorney
fees associated with the mediation will be shared equally by each of
us.
If it proves impossible to arrive at a mutually satisfactory solution
through mediation, we agree to submit the dispute to binding arbitration
at the following location: Eugene, Oregon, under the rules of the American
Arbitration Association. Judgment upon the award rendered by the arbitration
may be entered in any court with jurisdiction to do so.
The parties have required that this Agreement and related documents
be drafted in English.
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AFFILIATE COMPENSATION SCHEDULE
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REJECTION CRITERIA
We will reject anyone who uses marketing techniques that...
Exploit sex to sell
Promote violence
Are hateful in any way
Are harassing or use spam in any way, shape, or form
Are libelous or defamatory
Are threatening or abusive
Are illegal or on the borderline
Violate the copyrights or trademarks of others
Are in such poor taste that we do not want the association.
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