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This Retail Website Master Affiliate Agreement (the “Agreement”) is entered into as of (Today's Date) between IX-EL, Inc., (the “Company”), with its principal office located at 3182 Tipple Parkway, Erie, CO 80516 and web site at www.lightlifetechnology.com and (the “Affiliate”), with its principal office located at (Address, City, State and Zip entered above) , and an email address of (Entered above) . IX-EL, Inc. and Affiliate are also sometimes referred to in this Agreement as the “Party” or “Parties”. If Affiliate does not want to participate in the affiliate program, please disregard the following agreement.
WHEREAS, Affiliate wishes to include certain materials promoting Company from the web site at www.lightlifetechnology.com, and to include a unique link to Company’s website (provided by Company) within those materials on Affiliate’s website.
NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agree as follows:
1. Promotional Materials. The three basic objectives of promotion are:
To present information to consumers as well as others;
To increase demand; and
To differentiate our products.
Company shall make available to Affiliate certain banner advertisements, button links, text links, and/or other graphic or textual material for display and use on the Affiliate website (the “Promotional Materials”). Affiliate shall display the Promotional Materials on Affiliate’s website prominently and as Affiliate sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement. Affiliate shall also include a link from the Promotional Materials to Company’s website, as specified by Company.
Use of Promotional Materials. The Affiliate’s use and display of the Promotional Materials on the Affiliate’s site shall conform to the following terms, conditions and specifications:
Affiliate may not use any graphic, textual or other materials to promote Company’s website, products or services other than the Promotional Materials, unless Company agrees to such other materials in writing prior to their display.
Affiliate may only use the Promotional Materials for the purpose of promoting Company’s website (and the products and services available thereon), and for linking to Company’s website.
Affiliate will not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by Company. If Affiliate wishes to alter or otherwise modify the Promotional Materials, Affiliate must obtain prior written consent from Company for such alteration of modification.
The Promotional Materials will be used to link only to Company’s website, to the specific page and address as specified by Company located at the URL www.lightlifetechnology.com.
3. License. Company hereby grants to Affiliate a nonexclusive, nontransferable license (the “License”) to use the Promotional Materials as specified under the terms and conditions of this Agreement. The term of the License shall expire upon the expiration or termination of this Agreement.
4. Intellectual Property. Company retains all right, ownership, and interest in the Promotional Materials, and in any copyright, trademark, registered name or other intellectual property in the Promotional Materials. Nothing in this Agreement shall be construed to grant Affiliate any rights, ownership or interest in the Promotional Materials, or in the underlying intellectual property, other than the rights to use the Promotional Materials granted under the License, as set forth in Section 3.
5. Relationship of Parties. This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Company and Affiliate. Affiliate shall provide services for Company as an independent contractor. Affiliate shall have no authority to bind Company into any agreement, nor shall Affiliate be considered to be an agent of Company in any respect.
6. Affiliate Payments.
In exchange for Affiliate’s display of the Promotional Materials, and for Affiliate’s compliance with and performance of the terms and conditions of this Agreement, Company shall pay to Affiliate a Store Credit (the “Store Credit”) in the amount of a percentage of product sold to a user that accesses Company’s website through a link on Affiliate’s website. The current percentage posted is 5%. This percentage is subject to change by the Company at any time. Notification to Affiliate of any change in Store Credit percentage will be given by Company at the email address set forth in paragraph 1 above for the Affiliate. Store Credit will be based on purchases made by a user for any new and recurring purchases for the life of the registered user. The 5% is accrued from every order placed and the applied credit is toward purchasing orders. Minimum of $100 to be used within a year of the accrued date. Store Credit is not to be applied toward repair or re-plating of product. Store credit is available Forty (40) days after the sale is complete.
Store credits have no cash redemption value unless determined by the Company and a specific Affiliate in a separate agreement or addendum to this agreement.
Company shall keep accurate and up-to-date records of the data used to determine the total amount of Store Credit owed to Affiliate. Affiliate shall be given reasonable access to these records upon request, and is available through the affiliate area on the member page at www.light-lifetechnology.com. Any discrepancy between the amount of Store Credit owed according to these records, and the actual amount of Store Credit used to Affiliate in any period or periods shall be rectified by Company within 14 days of discovering such discrepancy.
In the event that Affiliate materially breaches this Agreement and Company terminates this Agreement within 30 days of such breach, then any accrued Store Credit owing to Affiliate shall be forfeited, and Company shall not be obligated to owe Store Credit to Affiliate.
Return policy is the same as our Company store policy: within 30 days Affiliate will receive store credit only minus the 15% restocking fee and shipping costs.
7. Affiliate’s Representations and Warranties. Affiliate represents and warrants the following:
Affiliate has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in this Agreement.
Affiliate’s website does not contain any materials that are:
- Sexually explicit, obscene, or pornographic;
- Offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);
- Graphically violent, including any violent video game images;
- Solicitous of any unlawful behavior; or
- Affiliate may not in any way promote any counterfeit products and reproduction of any of the company product is strictly prohibited.
Affiliate has obtained any necessary clearances, licenses, or other permission for any intellectual property used on Affiliate’s website. Nothing on Affiliate’s website infringes upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infringement, nor does Affiliate have any reason to believe that any person or entity will bring or threaten such a claim in the future.
Affiliate will not use the Promotional Materials in any manner other than those set forth in Section 2 above.
Affiliate will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property therein.
Affiliate will not publish or otherwise distribute any advertising materials for Affiliate’s website that reference Company or Company’s website or the name Slim Spurling unless Company gives prior written consent to the distribution of such materials. Affiliate will not use Company’s name (or any name that is confusingly similar to Company’s name) for any purpose on its website, in its promotional materials, or in any other context except to promote Company’s website as specified in this Agreement. Affiliate will not register any domain name that incorporates Company’s name, or that is confusingly similar to Company’s name.
Affiliate will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing Company or Company’s website.
Affiliate will not promote or refer any counterfeit products and/or reproduce products in any way.
8. No Assignments. No assignment by either party is permitted hereunder, without the written consent of Company and any other assignment shall be void.
9. Indemnification. Affiliate shall indemnify Company and hold harmless Company from and against any and all loss or claims of any kind, damage, lawsuit, action, complaint, or other costs arising out of any breach of Affiliate’s warranties set forth in Section 7 above. Affiliate shall also indemnify and hold harmless Company for any damage, loss or other cost arising out of the use or misuse by Affiliate of the Promotional Materials.
10. Participation Disclaimer. Company does not and cannot review all communications and materials posted to or created by users accessing the site, and is not in any manner responsible for the content of these communications and materials. You acknowledge that by providing you with the ability to view and distribute user-generated content on the site, Company is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any contents or activities on the site. However, Company, reserves the right to block or remove communications or materials that it determines to be (a) abusive, defamatory, or obscene, (b) fraudulent, deceptive, or misleading, (c) in violation of a copyright, trademark or; other intellectual property right of another or (d) offensive or otherwise unacceptable to Company in its sole discretion.
Any information that Affiliate is exposed to by virtue of its relationship with Company under this Agreement, which information is not available to the general public, including but not limited to business plans, pricing policies, marketing strategies, records, and/or other information of a confidential nature shall be considered to be “Confidential Company Information.” Affiliate may not disclose any Confidential Company Information to any person or entity, except where compelled by law, unless Affiliate obtains prior written consent for such disclosure from Company.
This Agreement shall take effect immediately, and shall remain in full force and effect indefinitely, or until terminated pursuant to this Section 10.
Either Party shall have the right to terminate this Agreement at any time and for any cause. The terminating Party must give written notice to the other Party at least ten (10) days prior to the intended date of termination.
Taxes. Company shall not be responsible for any taxes owed by Affiliate arising out of Affiliate’s relationship with Company as set forth in this Agreement. Company shall not withhold any taxes from the Store Credit paid to Affiliate.
14. Audit. Company shall comply with Affiliates reasonable requests for information (e.g., books, records, controls, procedures
15. Limitation of Liability.
Company shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs associated with the procurement of substitute goods or services (whether Company was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of service, termination of this Agreement, use or misuse of the Promotional Materials, or other performance of services under this Agreement.
Company shall not be liable for any special or consequential damages that result from the use of, or the inability to use, the materials on this site or the performance of the products, even if Company has been advised of the possibility of such damages. Applicable law may not allow the limitation of exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you.
Except with respect to this obligations set forth above with respect to confidentiality and indemnification and intentional or willful misconduct, neither party shall be responsible for any indirect, incidental, special, or consequential damages, including but not limited to lost data, lost profits, or costs of procurement of substitute services, however arising, even if such party has been advised of the possibility of such damages.
16. Arbitration. All claims and disputes arising under or relating to this Agreement are to be settled by non-binding arbitration in the state of Colorado or another location mutually agreeable to the parties. An award of arbitration may be confirmed in a court of competent jurisdiction.
17. Notices. All notices in connection with the Agreement shall be given in writing and shall be deemed given on the day they are either i) transmitted via U.S. mail, postage prepaid, certified or registered, return receipt requested; or ii) sent by overnight courier providing electronic confirmation of time of delivery, charges prepaid; and forwarded to the Parties’ addresses as set forth on Page 1 of this Agreement. Either Party shall notify the other party in writing of any address chance, which may occur during the Term of this Agreement.
This Agreement may be executed by the Parties on any number of separate copies of this same document, and all such counterparts so executed constitute one Agreement binding on the Parties.
If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
20. Headings. The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.
21. Entire Agreement. This Agreement constitutes the entire agreement between the Parties, and supersedes any prior understanding or representation, oral or written, of any kind preceding the date of this Agreement. The Parties agree that no warranties, inducement or representations exist except as stated herein.
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