PLEASE READ THE ENTIRE AGREEMENT.
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THIS IS A LEGAL AGREEMENT BETWEEN YOU AND INSPIRED BIRTH PRO (DBA INSPIRED BIRTH PRO)
BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in Inspired Birth Pro’s Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and the Inspired Birth Pro web site. Please note that throughout this Agreement, “we,” “us,” and “our” refer to Inspired Birth Pro, and “you,” “your,” and “yours” refer to the affiliate.
- Affiliate Obligations
2.1. To begin the enrollment process, you will complete and submit the online application on the Inspired Birth Pro website. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program.
2.2. As a member of Inspired Birth Pro’s Affiliate Program, you will have access to the Affiliate Dashboard on the Inspired Birth Pro website. Here you will be able to review our Program’s details, download HTML code (that provides for links to web pages within the Inspired Birth Pro web site) and banner creatives, browse and get tracking codes for our coupons and deals. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with.
2.3. Inspired Birth Pro reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.
2.4. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person’s copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third party rights.
- Inspired Birth Pro Rights and Obligations
Inspired Birth Pro reserves the right to terminate this Agreement and your participation in the Inspired Birth Pro Affiliate Program immediately and without notice to you should you commit fraud in your use of the Inspired Birth Pro Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, Inspired Birth Pro shall not be liable to you for any commissions for such fraudulent sales.
This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder. Either you or we may end this Agreement at any time, with or without cause, by giving the other party written notice via email. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you. Any commission due to you will be paid in the next billing cycle, subject to final accounting. If the Agreement is terminated due to breach, you forfeit any unpaid commissions.
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by. Modifications may include, but are not limited to, changes in the payment procedures and Inspired Birth Pro’s Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in Inspired Birth Pro’s Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
6.1 Affiliates will receive a percentage of the revenue as indicated in the list below as a commission from orders placed through properly coded Affiliate links (unless noted otherwise for a particular product). Commissions may change at the discretion of Inspired Birth Pro.
- Products up to $9.00 – 50% Commission
- Products between $10 to $29 – 30% Commission
- Products $30 and higher – 20% Commission
6.2 For a sale to generate a commission to an Affiliate, the customer must complete the order form and remit full payment for the product ordered through the secure order system. Word of mouth referrals will not result in affiliate commission being generated. Commissions will only be paid on sales that are made when the customer clicks through qualified, correctly structured Affiliate links. Properly coded links are the sole responsibility of the affiliate.
7.1 Affiliate payments are processed and sent directly to your PayPal account between the 1st and 10th day of each month. While we usually process all payments on the 1st day of the month, we don’t guarantee payments will be posted by the 1st. We hold payments for a full 30 days to allow for processing, chargebacks, etc. For example, you would receive an affiliate payment for the full month of August, on October 1st. The minimum payout is $10.
|Products Purchased||Commissions Paid|
7.2 Inspired Birth Pro pays affiliates via PayPal. If the PayPal email changes, it is the responsibility of the affiliate to notify the Affiliate Program to ensure proper commission payments. We will not resend payments returned due to incorrect payment email addresses.
- Promotion Restrictions
8.1. You are free to promote your own web sites, but any promotion that mentions Inspired Birth Pro could be perceived by the public or the press as a joint effort. Certain forms of advertising are always prohibited by Inspired Birth Pro, such as spam, unwanted commercial e-mails, and posting in unappropriated newsgroups or forums (non-commercial for example). In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use electronic mailings to customers to promote Inspired Birth Pro so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups (including those on social media sites such as Facebook or LinkedIn groups) to promote Inspired Birth Pro so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from Inspired Birth Pro. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Inspired Birth Pro Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising.
8.2. Affiliates that bid among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as Inspired Birth Pro, www.inspiredbirthpro.com, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from Inspired Birth Pro’s Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior.
8.3. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Inspired Birth Pro’s site (i.e., no page from our site or any Inspired Birth Pro’s content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of Inspired Birth Pro site in IFrames, hidden links and automatic pop ups that open Inspired Birth Pro’s site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.
- Grant of Licenses
9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Inspired Birth Pro’s Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Inspired Birth Pro and the good will associated therewith will inure to the sole benefit of Inspired Birth Pro.
9.2. Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
INSPIRED BIRTH PRO MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING INSPIRED BIRTH PRO SERVICES AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF INSPIRED BIRTH PRO ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED.
- Representations and Warranties
You represent and warrant that:
11.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
- Limitations of Liability
We will not be liable for indirect or accidental damages (loss of revenue, commissions) due to affiliate tracking failures, loss of database files, and any results of “intents of harm” to the program or our website. We do not make any expressed or implied warranties with respect to the affiliate program and/or products sold at this site. We make no claim that the operation of the affiliate program and our website will be error-free and we will not be liable for any interruptions or errors.
FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL INSPIRED BIRTH PRO’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
You hereby agree to indemnify and hold harmless Inspired Birth Pro, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
15.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Inspired Birth Pro. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.
15.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
15.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas without regard to the conflicts of laws and principles thereof.
15.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
15.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
15.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
15.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.