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Affiliate
Program Operating Agreement
This Agreement, made
and entered by and between MyPlane, Inc. ("MyPlane",
"MyPilotStore", or "we"), an Arizona Corporation, with its principal place of business at
7432 E Tierra Buena Ln Suite 105, Scottsdale, AZ 85260, and you, the affiliate
("you" or "Affiliate"), contains the complete
terms and conditions that apply to your participation in the MyPilotStore.com Affiliate Program (the "Affiliate
Program" or "Program")
Enrollment
in the Program
You will submit
a complete Affiliate Program application from our site. After we
carefully review your application, we will notify you of your
acceptance or rejection to the Program. We may reject your
application (at our sole discretion) if we feel your site is
unsuitable or inconsistent with the mission of MyPilotStore. If
your site is accepted, MyPilotStore may terminate this Agreement
anytime thereafter if your site is determined (at our sole
discretion) to be unsuitable for the Program.
Promotion
of Our Affiliate Program
Upon your
acceptance as an Affiliate Site, we will make available to you a
variety of graphic and textual links (the "Links"),
which, subject to the terms and conditions hereof, you may
display as often and in as many areas of your site as you
desire. The Links will serve to identify your site as a member
of our Affiliate Network and will establish a link from your
site to ours.
Order
Processing
We
will process Product orders placed by customers who follow Special
Links from your site to our site. We reserve the right to reject
orders that do not comply with any requirements that we may
establish periodically. We will be responsible for all aspects of
order processing and fulfillment. Among other things, we will
prepare order forms, process payments, cancellations, and returns,
and handle customer service. We will track sales made to customers
who purchase Products by using Special Links from your site to our
site and will make available to you reports summarizing this sales
activity. The form, content, and frequency of the reports may vary
from time to time in our discretion.
Referral Fees
We will pay you referral fees on certain Product sales to third parties. For a Product sale to be eligible to earn a referral fee, the customer must follow a Special Link from your site to our site, select and purchase the Product using our automated ordering system, accept delivery of the Product at the shipping destination, and remit full payment to us. We will not, however, pay referral fees on any Products that are added to a customer's Shopping Cart after the customer has reentered our site (other than through a Special
Link from you), as determined by us, even if the customer previously followed a link from your site to our site, or for Products that are purchased through any device (an "Internet Access Appliance") that provides Internet access but does not present our site, or permit users to access and interact with our site, in the same manner as a desktop computer (e.g., mobile devices such as cellular telephones or PDAs that may access only limited or modified versions of our site). In addition,
on chart subscriptions or
other re-occurring sales, you will receive 5% of the initial
sale only.
You will earn
referral fees based on Qualifying Revenues according to referral fee
schedules to be established by us. "Qualifying Revenues" are
revenues derived by us from our sales of Qualifying Products,
excluding costs for shipping, handling, gift-wrapping, taxes,
service charges, credit card processing fees, and bad debt. Referral
fees are limited to a maximum of $20 per item, regardless of the Qualifying Revenues derived from the sale of any such item.
You may not purchase products during sessions initiated through the links on your site for your own use, for resale or commercial use of any kind. This includes orders for customers or on behalf of customers or orders for products to be used by you. Such purchases may result (in our sole discretion) in the withholding of referral fees or the termination of this Agreement. Products that are eligible to earn referral fees under the rules set forth above are referred to as "Qualifying Products."
Referral Fee
Schedule:
- $0.05 per click that you refer from your site
for qualifying sites.
- Five percent
(5%) of Qualifying Revenue.
Referral
Fee Payment
We will pay you referral fees on a quarterly basis. Approximately
thirty (30) days following the end of each calendar quarter, we will send you a check for the referral fees earned
on sales of Qualifying Products that were shipped during that quarter, less any taxes that we are required by law to
withhold. However, if the referral fees and bonus payable to you for any calendar quarter are less than $50, we will hold payment until the total amount due is at least $50 or (if earlier) until this Agreement is terminated. In calculating referral fees, we
will deduct the corresponding referral fee from your next quarterly
payment if a Product that generated a referral fee is returned by
the customer. If there is no subsequent payment, we will send you a
bill for the referral fee.
Policies
and Pricing
Customers
who buy products through this Program will be deemed to be customers
of MyPlane, Inc.. Accordingly, all MyPlane, Inc. rules, policies,
and operating procedures concerning customer orders, customer
service, and product sales will apply to those customers. We may
change our policies and operating procedures at any time. For
example, we will determine the prices to be charged for products
sold under this Program in accordance with our own pricing policies.
Product prices and availability may vary from time to time. Because
price changes may affect Products that you already have listed on
your site, you may not include price information in your Product
descriptions. We will use commercially reasonable efforts to present
accurate information, but we cannot guarantee the availability or
price of any particular product.
In order to ensure high quality traffic, your Per Click Commissions
will be limited to a maximum of 50% of the total sales commissions
generated in any given period. For example, if you generated
$100 in sales commissions in a given period and $200 in Per Click
Commissions, your Per Click Commissions would be limited to $50.00
(50% of $100) giving you a a total payment of $150.00.
Responsibility
for Your Site:
You
will be solely responsible for the development, operation, and
maintenance of your site and for all materials that appear on your
site. For example, you will be solely responsible for:
- Remove all
links regarding sweepstakes and other promotions on the date
such promotions end, and agree to forfeit any commissions earned
after the end date of the promotions if you continue to post
such links.
- Place
MyPilotStore Links on your site.
- Have sole
responsibility for the development, operation, and maintenance
of your site and for all the materials that appear on your site.
- Ensure that
all materials posted on your site are not illegal and do not
infringe on the rights of any person or entity of any kind. We
disclaim all liability for all materials on your site.
- Indemnify,
defend, and hold us harmless from all claims, damages, and
expenses relating to the development, operation, and contents of
your site.
- Make sure that
your site does not copy or resemble the look and feel of
MyPilotStore or create the impression that your site is our site
or a part of our site.
Confidentiality
Except as otherwise
provided in this Agreement or with the consent of the other party
hereto, each of the parties hereto agrees that all information,
including, without limitation, the terms of this Agreement, business
and financial information, customer and vendor lists, and pricing
and sales information, concerning us or you, respectively, or any of
our Affiliates provided by or on behalf of any of them shall remain
strictly confidential and secret and shall not be utilized, directly
or indirectly, by such party for its own business purposes or for
any other purpose except and solely to the extent that any such
information is generally known or available to the public through a
source or sources other than such party hereto or its affiliates.
Limitation
of Liability
We will not be
liable for indirect, special, or consequential damages, or any loss
of revenue, profits, or data, arising in connection with this
Agreement or the Affiliate Network, even if we have been advised of
the possibility of such damages. Further, our aggregate liability
arising with respect to this Agreement and the Affiliate Program
will not exceed the total commissions paid or payable to you under
this Agreement.
Limited
License
We grant you a
nonexclusive, nontransferable, revocable right to access our site
through the Links solely in accordance with the terms of this
Agreement, for the sole purpose of linking your site to our site,
solely for the purpose of identifying your site as a participant in
the Program and assisting in increasing membership in MyPilotStore.
You may not alter, modify, or change the Links in any way. You are
only entitled to use the Links to the extent that you are a member
in good standing of the MyPilotStore Affiliate Program. We may
revoke your license anytime by giving you written notice.
Disclaimers
We make no express
or implied warranties or representations with respect to the
MyPilotStore Web site or the MyPilotStore Affiliate Program
(including, without limitation, warranties of fitness,
merchantability, noninfringement, or any implied warranties arising
out of course of performance, dealing, or trade usage). In addition,
we make no representation that the operation of our site will be
uninterrupted or error-free, and we will not be liable for the
consequences of any interruptions or errors.
Termination
The terms of this
Agreement will begin upon acceptance of your application. This
Agreement shall commence on the date of approval of your Affiliate
Program application and shall continue thereafter in full force and
effect until terminated at any time by either party by giving the
other party written notice of termination. Upon termination of this
Agreement for any reason, you will immediately cease use of, and
remove from your site, all Links to our site, and all
MyPilotStore.com trademarks, trade dress, and logos, and all other
materials provided by or on behalf of us to you pursuant hereto or
in connection with the Program.
Modifications
We may modify any of
the terms and conditions of this Agreement at any time. You will be
notified by email, and a change notice will be posted on our site.
If the modifications are unacceptable to you, your only recourse is
to terminate this Agreement. Your continued participation in this
Affiliate Program after a change notice has been posted will
constitute binding acceptance of the change.
Anti-Spam
Policy
Affiliates will be
removed from the MyPilotStore Affiliate Program and forfeit any
pending commissions if they are caught spamming. Spamming is not
allowed and will not be tolerated!
Independent
Contractors
You and MyPilotStore
are independent contractors and nothing in this Agreement will
create any partnership, joint venture, agency, franchise, sales
representative, or employment relationship between the parties. You
will have no authority to make or accept any offers or
representations on our behalf.
Representations
and Warranties
You hereby represent
and warrant to us as follows:
- 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.
- The
development, operation, and contents of your site do not
infringe upon the copyright, trademark, or any other right of
any person or entity.
Independent
Investigation
You acknowledge that
you have read this Agreement and agree to all its terms and
conditions. You understand that we may at any time (directly or
indirectly) 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 your Web site. You have independently
evaluated the desirability of participating in the MyPilotStore
Affiliate Program and are not relying on any representation,
guarantee, or statement other than as set forth in this Agreement.
Fraud
If you commit fraud
or falsify information in connection with the registration of
members in MyPilotStore through the Links on your site, this
Agreement will be terminated immediately. In addition, you will be
liable to MyPilotStore for any and all damages that MyPilotStore
suffers as a result of such actions. You will also be responsible
for returning to MyPilotStore all commissions received for
fraudulent/falsified members, and we will not hesitate to pursue all
legal causes of action against you to the fullest extent possible
under the law.
Assignment
This Agreement and
the rights and obligations hereunder may not be assigned by you
without prior written consent of MyPilotStore.
Reservation
of Rights
MyPilotStore may
terminate this Agreement at any time if your site is determined (at
our sole discretion) to be unsuitable for the Program, even if your
site has not changed since the time that your Affiliate Program
application was accepted. MyPilotStore also reserves the right to
monitor Affiliate sites at any time to determine whether they are in
compliance with this Agreement.
Governing
Law
This Agreement will
be governed by the laws of the United States and the State of
Arizona, without reference to rules governing choice of laws. Any
action relating to this Agreement must be brought in the federal or
state courts located in Arizona, Arizona, and you irrevocably
consent to the jurisdiction of such courts. You may not assign this
Agreement, by operation of law or otherwise, without our prior
written consent. Subject to that restriction, this Agreement will be
binding on, inure to the benefit of, and enforceable against the
parties and their respective successors and assigns. Our failure to
enforce your strict performance of any provision of this Agreement
will not constitute a waiver of our right to subsequently enforce
such a provision or any other provision of this Agreement.
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