Affiliate Agreement
Current as of March 7, 2006
This Agreement contains the terms and conditions that apply to a participant in
the PostureDynamics.com Affiliate Program (the "Program"). As used in this
agreement, "we"/"our/"us", means GRD BioTech, Inc. dba Posture Dynamics and
"you"/"your" means the "affiliate/applicant", "site" refers to a World Wide Web
site.
To initiate the enrollment process, you must submit a complete Affiliate
Application form (link at the bottom of this page). We will evaluate your application in good faith and will
notify you of your acceptance or rejection, usually within 24 hours. (you can
re-apply at any time). We may reject your application if we determine, at
our sole discretion, that we do not prefer the association, or that your site is unsuitable for the Program
. Unsuitable
sites include, but are not limited to, sites that:
- promote sexually explicit materials
- promote violence
- promote discrimination based on race, gender, religion, nationality, disability
or age
- promote illegal activities or violate intellectual property rights
GRANT
We grant you a non-exclusive, revocable right to use the program banners as
published by us for the purpose of
identifying your site as a program participant and linking to
www.PostureDynamics.com. You may
not modify the banners or any of our images in any way or create your own
banners without our written permission.
We reserve all of our rights to our trade names, trademarks, patents and all
other intellectual property rights.
Any descriptions of our company, and products shall be shall truthfully reflect
descriptions and claims published by Posture Dynamics in print or on its
published websites. Deceptive and false product performance claims,
misrepresentations of Affiliate's relationship with Posture Dynamics will
constitute reasons for immediate termination or affiliates relationship with
Posture Dynamics and all outstanding commissions WILL BE FORFEITED.
SPAM (unsolicited email)
We will not tolerate the sending of unsolicited bulk emails which promote, or
make reference to Posture Dynamics, or any of its associated companies,
partners, or employees. Other prohibited forms of advertising include postings
to non-commercial newsgroups and cross-posting to multiple newsgroups at once.
In addition, Affiliates may not advertise in any way that effectively conceals
or misrepresents their identity, their domain name or their return email
address.
Any Affiliate who, in our opinion, breaches this ruling will have their
Affiliate status cancelled immediately and any and all outstanding commissions
WILL BE FORFEITED.
Stay Safe, Don't SPAM.
UNPROFESSIONAL CONDUCT
Posture Dynamics and its associated companies operate with the strictest codes
of professional conduct. Any Affiliate who brings Posture Dynamics or its
associates into disrepute, or who promotes any form of slander, racism, or
unfair business practices, will have their Affiliate status cancelled and any
outstanding commissions WILL be forfeited.
We reserve the right to reject any affiliate application if in our opinion, that
person or company violates established laws or commonly held standards of
decency.
An affiliate who ignores warnings to cease and desist any activities we deem
negligent, inappropriate, or harmful to Posture Dynamics and or other affiliates
will be terminated.
ORDER PROCESSING
We will be solely responsible for processing every order for our products.
Customers will use our secure online ordering process. Order forms, payment
processing, shipping, cancellations, returns, and related customer service are
our responsibility.
All of our rules, operating procedures and policies regarding customer orders
and accounts will apply to orders we receive through special links on your site.
We reserve the right to reject any order that does not comply with our rules,
operating procedures and policies.
Every customer who buys a product through this program is deemed to be a
customer of Posture Dynamics. You do not have the authority to make or accept
any offer on our behalf. All our policies regarding customer orders, including
product availability, pricing and problem resolution, will apply to these
customers as published on
www.Posturedynamics.com
TRACKING OF SALES
We will be solely responsible for tracking sales we make to customers who follow
links from your website. Posture Dynamics has retained the services of AffiliateShop
for this purpose.
Statements of your sales activity will be available to you in "realtime" with a
special URL that we assign to you. Accessible 24 hours per day and 7 days per
week. You may access these stats via a password and username we assign.
Only two entities may access your stats and affiliate information. That would be
you, and Posture Dynamics.
Sales is tracked with the help of "cookies", a small identifier placed on the purchasers computer. This cookie when initially placed includes information identifying you as the affiliate when the purchaser clicks on the link to posturedynamics.com placed on your website. You can have as many links as you wish on multiple pages. The "cookie" has a finite lifespan of 12 months such that all sales taking place within the first 12 months of the purchaser linking from your website will be accounted for as sales credited to you. If the purchaser's computer block cookies, this system does not work. Likewise, if the purchaser erases the cookies on the computer or makes purchases from another computer, you will not receive credit for the purchase. Also, in order for you to continue to receive credit for purchases, make sure the purchaser uses the link to posturedynamics.com on your website at least one every 12 months. Association members are always interested in benefiting their association, so you might want to incorporate part or all of this language on your website for their benefit. The best way is to suggest your members always access Posturedynamics.com from your website and have their computers configured to allow cookies (most people and businesses do).
We are unable to perform any kind of retroactive accounting in an attempt to recover commissions that could have accrued to your account if the purchaser had originally followed the guidelines of this program.
LINKS
We will provide you with a unique identifying URL for you to link to. Each sale
or referral that is generated from this URL will be attributed to you. You will
have access to your own private section to check your stats in Real Time. Your
links to the unique URL can be text links or banner links, or a combination of
the two, at your sole discretion. If you choose banner links, you must use our
banners. We will provide you with a URL of all our banners, from which you can
freely choose. You may add as many links to PostureDynamics.com, or remove such
links, at anytime and without prior approval from us.
Inactive affiliates will be removed from participation in the Program. Inactive
means little or no "click-throughs" via your banner/text links, as monitored via
our affiliate program administrative panel, for a period of sixty (60) days.
And/or, non-placement of affiliate banners/text ads. We will contact you after
thirty (30) days of "inactivity". Efforts will be made to help and encourage
your participation in the Program.
We will provide you with instructions on how to properly format the links. You
are responsible for ensuring the links are formatted correctly. This will ensure
accurate tracking of sales for credit to your account. Every effort will be made
to ensure that our site is functional and available for customers referred to
our site through your "affiliate link".
We have NO responsibilities with regard to your site. Posture Dynamics shall
have no liability for any indirect, incidental, special or consequential damages
or any loss of revenue or profits arising under or with respect to this
agreement or the program. In addition, aggregate liability by Posture Dynamics
arising under or with respect to this agreement or the program shall in no event
exceed total referral fees paid or payable to the affiliate under this
agreement.
COMMISSION AND PAYMENT
We will pay you 10% of any and all purchases made by a customer referred by your
"affiliate link" through our banners or text links (Not including any applicable
sales tax, shipping and handling charge). At the beginning of each month, we will
review the sales for the prior month and add a bonus in the amount of 5% for the
amount of sales exceeding $750 during the month. Your maximum commissions including your
performance bonuses is 15%. Bonus accounting starts at zero on the first day of
every month, and is not accumulative over consecutive months.
Minimum amount for commission payment is fifty dollars ($50). Any amount under
this will be held in your account until the minimum for pay out is reached. We
do not pay
interest to Affiliates for accrued but not yet delivered Commission payments.
Payment will be made in the form of a bank check from Posture Dynamics paid in
US dollars. Checks will be mailed within ten days of the first of the month for
the prior month's sales. For example, commissions for sales made during May will
be sent out on or before the 10th of June.
Payment will be made out to you and mailed, via U.S. postal mail, to the address
you provide at sign-up. It is your responsibility to maintain your address
current via your private affiliate account access.
Any "refunds" to a customer, referred through your "affiliate link", will be
deducted from your "credited" commission(s). Posture Dynamics tracks “typical
return rates” and will compare the return rate of each affiliate to the average
for the total PostureDynamics.com business. If an affiliate is experiencing an
unusual rate of product return, i.e. a rate of return exceeding the average by
more than 2%, Posture Dynamics reserves the right to temporarily suspend the
Affiliate while investigating the possible reasons for such variances. Affiliate
shall cooperate with Posture Dynamics by providing relevant information
requested. If it is discovered that the Affiliate is encouraging sales to
customers who may not benefit from the use of the products offered, or are
unlikely to be successful using the product, or if the Affiliate is offering incentives for buying the
product that has not been approved by Posture Dynamics in writing, Posture
Dynamics have the right to cancel the Affiliate relationship, and all
outstanding commissions WILL BE FORFEITED.
TERM OF THE AGREEMENT
The term of this agreement will begin upon our acceptance of your affiliate
program application and your placement of our banner or textual link on your
site and will end when terminated by either party. Either you or we may
terminate this agreement at any time, by giving the other party written notice
of termination. This will be in the form of "email". You can only earn referral
fees on sales occurring during the term. We will never withhold any payment due
unless for reasons outlined herein. Payment of monies owed you will be payable
on the same schedule as stated above for commission payment. Upon termination of
this agreement, the former Affiliate must remove all Affiliate links and
graphics from its web site, and refrain from publishing same in any manner
whatsoever.
INCOME TAX LIABILITY
You must understand and agree that you are acting as an independent contractor
and as such will be responsible for your own Income Taxes and any other tax
liabilities that affect the sales of our products in your state. By law, any
commissions in excess of five hundred ninety nine ($599) dollars must be reported
by us to the Internal Revenue Service as required by law.
Before any commissions can be paid, we must be in receipt of your Social
Security Number (SSN) or if the affiliate is a corporation, the federal Employee
Identification Number (EIN).
MODIFICATION
Posture Dynamics, at it's sole discretion, may modify any of the terms and conditions contained in this Agreement at
any time by posting a new agreement on our site. All participating affiliates on
record at the date of any
modification will be notified by email to to the e-mail on record.
It is the responsibility of the Affiliate to ensure that we have a current
working e-mail address. If any modification is unacceptable to you, you may terminate this agreement.
Your continued participation in the program following notification of our new
program will constitute binding acceptance of the change.
RELATIONSHIP OF PARTIES
You and We are independent contractors, and nothing in this Agreement will
create any partnership, joint venture, agency, franchise, sales representative or
employment relationship between the parties.
This agreement shall not be deemed to confer on
either party any express or implied right, power or authority to enter into any
agreement or commitment, express or implied, or to incur any obligation or
liability on behalf of the other party. You will not make any
statement, whether on your site or otherwise, that contradict this agreement.
CONFLICTS AND DISPUTES
If any dispute arises under this Agreement, the parties shall negotiate in good
faith to settle such dispute. If the parties cannot resolve such dispute
themselves, then either party may submit the dispute to mediation by a mediator
approved by both parties. The parties shall both cooperate with the mediator.
If the parties cannot agree to any mediator, or if either party does not wish to
abide by any decision of the mediator, then they shall submit the dispute to
arbitration by a mutually acceptable arbitrator. If no arbitrator is mutually
acceptable, then they shall submit the matter to arbitration under the rules of
the American Arbitration Association (AAA). Under any arbitration, both parties
shall cooperate with and agree to abide finally by any decision of the
arbitration proceeding. If the AAA is selected, the arbitration shall take
place under the auspices of the nearest branch of the AAA to Principal. The
cost of the arbitration proceeding shall be born according to the decision of
the arbitrator, who may apportion costs equally, or in accordance with any
finding of fault or lack of good faith of either party. The arbitrator's award
shall be non-appealable and enforceable in any court of competent jurisdiction.
NOTICES
All notices of
change to this agreement or changes in status with respect to the terms of this
agreement shall be in writing, and shall be sent by e-mail or first class certified mail,
return receipt requested, postage prepaid, to the party concerned at the above
address or to any substituted address given by notice hereunder. Any such
notice, payment, or statement shall be considered sent and mailed on the day
deposited in the mail.
To contact Posture Dynamics:
E-mail: affiliates@posturedynamics.com, Phone: 888-790.4100
mail: Posture Dynamics, 325 Washington St. NE, #431, Olympia, WA 98501.
PRIVACY POLICY
The information you submit will not be made available to third parties.
We use the information you submit to maintain your
account only and to communicate what we deem to be important information to you
such as changes to the agreement, product offerings, banners or text
links.
JURISDICTION
This Agreement shall be interpreted under the laws of the State of Washington
NON-FRUSTRATION
Neither party to this Agreement shall commit any act or take any action that
frustrates or hampers the rights of the other party under this Agreement. Each
party shall act in good faith and engage in fair dealing when taking any action
under and related to this Agreement.
AGREEMENT
This agreement constitutes the entire agreement between Principal and
Distributor.
This concludes the agreement. Thank you for taking the time to read it
carefully. We look forward to working with you, our Valued Affiliates! By
signing up for our Program, you are in effect, agreeing to the above "affiliate
agreement".
I accept this agreement. To apply,
register here.
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