Better World Club
AFFILIATE AGREEMENT
(Terms
and Conditions)
BWC License. BWC grants to Affiliate a non-transferable, non-exclusive license,
for the term of this Agreement and only on and within the Affiliate Site:
(i) to copy, use, publicly display and transmit the BWC Icon in connection
with Affiliate’s performance of this Agreement; and (ii) to establish a Link
from the Affiliate Site to the CO-Branded Site and in conjunction with Alternative
Marketing Channels mutually agreed upon between the parties.
Fees. BWC shall pay Affiliate sales and advertising commissions in the following amount for each new member:
Membership Program |
Commission paid for each new membership referral |
| Basic or Basic PLUS | $5.00 |
| Bike or Bike PLUS | $4.00 |
| Premium or Premium PLUS | $10.00 |
Taxes. All sales,
use, service, income or other taxes of any governmental authority, howsoever levied,
based on or related to Fees received by Affiliate from BWC are the
responsibility of and shall be paid by Affiliate. Each party shall be responsible for and pay all sales, use,
service, income or other taxes of any governmental authority, howsoever levied,
based on or related to such party’s sales or licenses of goods and services to
or from any third person.
Records. BWC shall
maintain site logs and business and financial records that contain information
sufficient to verify the completeness and accuracy of all Fees and Reports
(“Records”) for a period of at least one (1) calendar year after each calendar
quarter to which such Fee or Report relates. During this period, Affiliate
shall have the right, at its own expense and on thirty (30) days advance
written notice to BWC, to have its auditors examine the Records for the
sole purpose of certifying the accuracy of Reports and determining the amount
of Fees due, if any, to Affiliate. In
the event such auditing of the Records indicates any underpayment of Fees paid
to Affiliate, BWC shall pay Affiliate the additional amount of Fees due to
Affiliate pursuant to the audit, plus interest thereon under Section 6(c), and
if the underpayment exceeds five percent (5%) of the actual Fees due and
payable to Affiliate for any given calendar quarter, BWC shall pay all
costs and expenses of Affiliate associated with such audit.
Disclaimer. THE PARTIES
MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION,
ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR
PURPOSE, CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO
THE OTHER PARTY OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL
OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER, WHETHER
SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE EVEN IF
SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH OF THE PARTY’S RESPECTIVE TOTAL
LIABILITY FOR DAMAGES SHALL BE LIMITED TO THE TOTAL FEES DUE HEREUNDER.
Term. This agreement may be terminated by
either party at any time.
General:
a.
Independent Contractors. The parties and their respective personnel,
are and shall be independent contractors and neither party by virtue of this
Agreement shall have any right, power or authority to act or create any obligation,
express or implied, on behalf of the other party.
b. Waiver. No
waiver of any provision hereof or of any right or remedy hereunder shall be
effective unless in writing and signed by the party against whom such waiver
is sought to be enforced. No delay
in exercising, no course of dealing with respect to, or no partial exercise
of any right or remedy hereunder shall constitute a waiver of any other right
or remedy, or future exercise thereof.
On behalf of the Affiliate:
Name (please print):
Address:
Phone:
Email:
Website:
Authorized signature Date