GotBreastPump.com Affiliate Program Agreement

1. Enrollment in the Affiliate Program
To begin the enrollment process, you will need to review the terms of the agreement and indicate your acceptance of these terms by clicking the button that says "I Agree" at the bottom of the sign up page.
 
Once you have agreed to the terms, you will be linked to our Affiliate Program Application. After you submit a complete Affiliate Application, we will evaluate it in good faith and notify you of your acceptance or rejection in a timely manner. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the program for any reasonluding harmful, threatening, defamatory, obscene, sexually explicit harassing, or racially, ethically, or otherwise objectionable, such as sites that promote sexually explicit materials; promote violence; promote discrimination based on sex, religion, nationality, disability, sexual orientation, or age; promote illegal activities; and/or infringe or otherwise violate any copyright, trademark, or other intellectual property rights.
 
2. Promotion of Our Affiliate Relationship
As an affiliate site, we will make available to you a variety of graphic and textual links (each of these links referred to herein as "Links" or, individually, as a "Link") which, subject to the terms and conditions hereof, you may display on relevant areas of your site. These Links are available through our affiliate program. The Links will serve to identify your site as a member of our Affiliate Program and will establish a Link from your site to ours.
 
3. Our Responsibilities
We will be responsible for providing all information necessary to allow you to make appropriate Links from your site to our site, however, all Links must be approved in writing by us.
 
4. Other Responsibilities for Affiliate Sites
In utilizing the Links, you agree that you will cooperate fully with us in order to establish and maintain such Links. In order to permit accurate tracking and reporting, you will be responsible for ensuring that the Links between our site and yours are properly formatted.
 
If you qualify and agree to participate as an affiliate site in our program , you shall display Links in relevant areas of your site, subject to any and all limitations herein and with our consent.
 
As an affiliate site in the program, you are entitled to earn commissions as set forth below in Section 5.
 
We have the right based on our sole discretion to monitor your site at any time to determine if you are in compliance with the terms of this Agreement.
 
5. Commission Determination
You shall receive a commission related to the number of valid clicks on Links, valid clicks of Marketplace Sponsor Ads, and/or valid completions of GotBreastPump.com Baby Photo Contest Entry initiated through Links displayed in connection with your site(s), in each case as determined by us for its participants in the Affiliate Program.
 
6. Commission Payment
When the total commissions due to you (based on qualifications listed in section 5) exceed $50, we will send a commission check for the applicable amount, less any taxes required, and a statement of activity to you. Commission checks and statements of activity will be sent approximately 15 days after the end of each month. If the balance of your account is less than $50, we will roll over the balance to the next month.

If you dispute any payment made under the Program, you must notify us in writing within thirty (30) days of any such payment; failure to so notify us shall result in the waiver by you of any claim relating to any such disputed payment.

The payments made under this agreement are for use by you only and may not be transferred or in any manner passed on to any third party (i.e., distributed to Sites managed by you that require separate payments) unless expressly authorized in writing by us (including by electronic mail).

Notwithstanding the foregoing, GotBreastPump.com shall not be liable for any payment based on: (a) any amounts which result from invalid clicks of invalid contest entry referrals generated by any person, bot, automated program or similar device, as reasonably determined by us, including without limitation through any clicks (1) originating from your IP addresses or computers under your control, (2) solicited by payment of money, false representation, or request for end users to click on Links, or (3) solicited by payment of money, false representation, or any illegal or otherwise invalid request for end users to complete GotBreastPump.com Baby Photo Contest Entry; (b) clicks co-mingled with a significant number of invalid clicks described in (a) above, or as a result of any breach of this agreement by you for any applicable pay period.
 
7. Reports of Sales
You will be able to check your sales statistics through our affiliate program . This site is password protected, and you will be given a password. All information is available in the affiliate program luding sales statistics, is our confidential information and is protected under paragraph 17 herein. Payment shall be calculated solely based on records maintained by us. No other measurements or statistics of any kind shall be accepted by us or have any effect under this Agreement.
 
8. Prohibited Uses
You shall not, and shall not authorize or encourage any third party to: 1) directly or indirectly generate impressions of or clicks on Links through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots or other automated tools and/or software; 2) frame, minimize, remove or otherwise inhibit the full and complete display of any Web page accessed by an end user after clicking on any part of a Link; 3) act in any way that violates any and all Terms posted on the GotBreastPump.com Web Site, as may be revised from time to time, or any other agreement between you and GotBreastPump.com, or engage in any action or practice that reflects poorly on GotBreastPump.com or otherwise disparages or devalues GotBreastPump.com’s reputation or goodwill. You acknowledge that any attempted participation or violation of any of the foregoing is a material breach of this agreement and that we may pursue any and all applicable legal and equitable remedies against you, including an immediate suspension of your account or termination of this agreement, and the pursuit of all available civil or criminal remedies.

9. Publicity/Use of Our Name
You cannot create, publish, distribute, or permit any material that makes reference to us or uses our name or any of our trademarks without first submitting such material to us and receiving our written consent.
 
10. Licenses and Use of the GotBreastPump.com. Logos and Trademarks
We grant you a non-exclusive, non-transferable, revocable right to 1) access our site through the Links solely in accordance with the terms of this Agreement, and 2) to use our marks and logos only in the forms that they appear i n our affiliate program (the "Marks") (or such other images or messages for which we granted prior express written permission, hereafter "Pre- approved Images") solely in connection with such Links and only as permitted herein. You may not alter, modify, or change the Marks or Pre-approved Images or message in any way. You are only entitled to use the Marks to the extent that you are a member in good standing of the Program.  

You cannot make any use of any Marks or any Pre-approved Images for purposes other than Links without first submitting a sample to us and obtaining our prior written consent. You agree that you will not in any way dispute, or do anything to impair the validity of our rights in our Marks, our ownership and right to use and control the use of our Marks. You further agree that all use of our Marks by you shall inure to our benefit of and on behalf of us and agree that nothing in this Agreement shall give you any right, title, or interest in our Marks other than to use the Marks in connection with this Agreement. You agree not to use the Marks in any manner that is disparaging or that otherwise portrays us in a negative light. We may revoke your license at any time by giving you written notice. This license shall terminate upon the effective date of the expiration or termination of this Agreement.  

You grant us a non-exclusive license to utilize your names, titles, and logos ("Affiliate Marks") to advertise, market, promote, and/or publicize in any manner, provided however that we shall not be required to do so. This license shall terminate upon the effective date of the expiration or termination of this Agreement.

11. Obligations Regarding 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. Such responsibilities include, but are not limited to, the technical operation of your site and all related equipment; the accuracy and propriety of materials posted on your site (including but not limited to, all GotBreastPump.com related materials); ensuring that materials posted on your site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal.
 
We disclaim all liability for all such matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses including, but not limited to attorneys' fees, relating to the development, operation, maintenance, and contents of your site.
 
You hereby agree that your site will not, in any way, copy or resemble the look and feel of our site, nor will you do anything to create the impression that your site is our site or a part of our site. You also hereby agree that your site will not contain any content of our site or any materials which are proprietary to GotBreastPump.com, except 1) with our prior permission, or 2) the materials were obtained by you via the affiliate program in accordance with the provisions hereof or the policies or instructions thereon.
 
GotBreastPump.com reserves the exclusive rights as to the advertising of our trademarked company name within all pay-for-placement and all other search engines. However, GotBreastPump.com recognizes the need for affiliates to promote the GotBreastPump.com Affiliate Program through search engine placement.
 
In that light, the affiliate partner shall not bid on GotBreastPump.com. trademark terms including, but not limited to, GotBreastPump.com, or any common misspelling or confusingly similar name, on any pay for placement search engineluding, but not limited to google.com, overture.com, and findwhat.com.
 
Affiliate agrees to abide by the GotBreastPump.com Search Policy. This includes not using the GotBreastPump.com site URL or trademarked terms, misspellings, or combinations in your display URL (either as all or part of its name)
 
12. Term of the Agreement
The term of this Agreement will begin upon our acceptance of your Affiliate Program application and will end immediately when terminated by either party. Either party may terminate this agreement at any time, with or without cause, by giving the other party written notice of termination. If we terminate this Agreement or notify you of a breach by you, you shall be required to remove all Links within one (1) business day of receipt of notice. You are only eligible to earn commission on referrals incurring during the term, and commissions earned through the date of termination will remain payable only if the related GotBreastPump.com referrals are correct and verifiable. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
 
13. Modification
We reserve the right to modify any terms and conditions contained in this Agreement at any time. You will be notified by email and a change notice will be posted on our site. Modifications may include, but are not limited to, changes of the scope of available commissions, commission schedules, payment procedures, and Affiliate Program rules. If any modification is unacceptable to you, your only recourse and sole remedy is to terminate this Agreement. Your continued participation in the Affiliate Program following our posting of a change notice or new agreement on our site will constitute your binding acceptance of the change. GotBreastPump.com may change its pricing and/or payment structure at any time.
 
14. Relationship of Parties
The parties to this Agreement 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. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this section.

15. Disclaimers
We make no express or implied warranties or representations with respect to the Affiliate Program (including without limitation, warranties of fitness, merchantability, non-infringement, 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.
 
16. Representations and Warranties
You hereby represent and warrant to us as follows:

•  You will use the Links only as authorized hereunder.

•  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 execution, delivery, and your performance of this Agreement, and your consummation of the transactions contemplated hereby will not, with or without notice, lapse of time, or both, conflict or violate 1) any provision of law, rule, or regulation to which you are subject, 2) any provision of your by-laws or certificate of incorporation, or 3) any Agreement or other instrument applicable to you or binding upon your assets or properties.  

•  You are the sole and exclusive owner of the Affiliate Marks and have the right and power to grant us the license to use your trademarks in the manner contemplated herein, and such grant does not and will not 1) breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or 2) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.  

•  No consent, approval, or authorization of, exemption by, or filing with any governmental authority or third party is required in connection with the execution, delivery, and performance of this Agreement or any other action taken by you.  

•  To the best of your knowledge there is no pending threatened claim, action, or proceeding against you, or any affiliate of yours with respect to the execution, delivery, or consummation of this Agreement, or the Affiliate Marks. To the best of your knowledge, there is no basis for any such claim, action, or proceeding.  

•  You are an adult of at least 18 years of age.

17. Confidentiality
Each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, product designs, customer and vendor lists; and pricing and sales information, concerning us, you, or any of our affiliates shall remain strictly confidential and secret. Such information 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. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information 1) to any person pursuant to a subpoena issued by any court or administrative agency, 2) to its accountants, attorney, or other agents on a confidential basis, and 3) otherwise as required by applicable law, rule, regulation, or legal process.
 
18. Limitation of Liability
WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OR 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 NETWORK WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.
 
19. Indemnification
You hereby agree to indemnify and hold harmless us and our 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 1) any claim that our use of the Affiliate Marks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, 2) any failure or breach of any representation, warranty, covenant, or agreement made by you herein, 3) any misuse of our name or trademarks, or 4) any claim related to your siteluding, without limitation, content therein not attributable to us.
 
20. 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 websites that are similar to or compete with your web site. You have independently evaluated the desirability of participating in the affiliate network and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
 
21. Governing Law
This agreement will be governed by the laws of the United States and the State of Louisiana, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought exclusively in a federal or state court of competent jurisdiction sitting in Louisiana, Parish of East Ascension and you irrevocably consent to the venue and jurisdiction of such courts. You may not assign this agreement, by operation of law or otherwise, without our prior written consent. However, we shall have the right to assign our rights hereunder to any of our related or affiliated entities. 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 or subsequently enforce such a provision or any other provision of this Agreement.

last updated 11/16/2006