gbfriends Webmaster Marketing Agreement
This Agreement contains the complete terms and conditions that apply to an individual or entity's participation in the gbfriends affiliate/webmaster Program (the Program). As used in this Agreement, we means gbfriends, and you means the applicant/member. Site means a World Wide Web site and, depending on the context, refers either to gbfriends, located at the URL www.gbfriends.com, or to any site that you will link to our site (and which you will identify in your Program application).
Enrollment in the Program
To begin the enrollment process, you will submit a complete Program application via our site. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program.
Unsuitable sites include those that:
If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement.
- Promote violence
- Promote discrimination based on race, sex, religion, nationality, disability, sexual preferences
- Promote illegal activities
- Include date or variations or misspellings thereof in their domain names or that otherwise violate intellectual property rights
Links on Your Site
Once you have been notified that your site has been accepted into the Program, you may provide on your site one or more of the following types of links to the home page of our site:
We will provide you with guidelines and graphical artwork to use in linking to our home page. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with special tagged link formats to be used in all links between your site and our site. You must ensure that each of the links between your site and our site properly utilize such special link formats. Links to our site placed on your site pursuant to this Agreement and which properly utilize such special link formats are referred to as Special Links. You will earn referral fees only with respect to activity on our site occurring directly through Special Links; we will not be liable to you with respect to any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.
- 468x60 Banner links
- 125x125 Banner links
- 120x60 Banner links
- 120x90 Banner links
- 120x240 Banner links
- 120x600 Banner links
- 250x250 Banner links
- 88x31 Banner links
- Text Links
We will pay you referral fees based on membership sales. The form, content, and frequency of sales reports to Affiliates may vary at our discretion. To permit accurate tracking, reporting, and commission accrual, you must ensure that the special links between your site and our site are properly formatted. We will pay you commissions on a monthly basis. Every month we will send you a check for commissions earned on referred membership sales in excess of $100. Commissions less than $100 carry over to the next month. If any of the sales generated by your referral are refunded on behalf of the customer, we will deduct the corresponding commission from your next monthly payment. If there is no subsequent commission, we will send you a bill for the balance.
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: the technical operation of your site and all related equipment, creating and posting product descriptions and linking those descriptions to our catalog, the accuracy and appropriateness of materials posted on your site (including, among other things, all Product-related materials), ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), and ensuring that all materials posted on your site are not libelous or otherwise illegal. We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.
Term of the Agreements
The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the 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 gbfriends 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. You are eligible to earn referral fees only on our sales of Qualifying Products that occur during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
Modification of Agreement
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available commissions, payment schedules, payment procedures, and Program rules. If any modification or change is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the program following our posting of a change notice or new agreement on our site 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. 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.
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 Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.
We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non infringement, or any implied warranties arising out of a 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.
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 PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
This Agreement will be governed by the laws of Canada and the province of Ontario, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or provincial courts located in Ontario, and you consent irrevocably 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 be 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 provision or any other provision of this Agreement.