This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Affiliate Program (the "Program"). As used in this Agreement, "we" and "us" means Backslash (Australia - ABN: 88 753 487 519), and "you" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to completetimetracking.com, complete-time-tracking.com or the Complete Time Tracking order processing site ("our site"), or to any site that you will link to our site (and which you will identify in your Program application). "Product" means Complete Time Tracking Standard and Complete Time Tracking Professional.
1. Enrollment in the Program
To begin the enrollment process, you will submit a complete Affiliate Program Application Form 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.
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.
2. 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 tagged "Special Links" through which your web site visitors may be directed to our site. These Special Links permit accurate tracking, reporting, and referral fee accrual. You will earn referral fees only with respect to activity on our site occurring through Special Links.
For each link you will display on your site a graphical banner, short description, review, or other reference of our Product or Products. You will be responsible for the content, style, and placement of these references. We will provide you with guidelines and graphical artwork to use in linking to our site.
3. Order Processing
We will process Product orders placed by customers who use Special Links from your 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. We will track sales made to customers who purchase Products by using Special Links from your site and will make available to you reports summarizing this sales activity.
4. Referral Fees
We will pay you (in accordance with Sections 5 and 7 below) referral fees on Product sales to third parties through a Special Link from your site. We will only pay referral fees on such Products after order, payment and shipping have occurred.
5. Referral Fee Schedule
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 the Product, excluding costs for shipping, handling, taxes, service charges, credit card processing fees, returns and bad debt. The current referral fee schedule is:
- 30% of Qualifying Revenues from the sale of each Product that is added to the customer's purchase request from following a Special Link.
6. Referral Fee Payment
We will pay you referral fees on a bi-monthly basis. Approximately 30 days following the end of each two month calendar period, we will send payment to you through PayPal or alternatively by check, for the referral fees earned for purchases of Products through our site, subject to our standard terms and conditions. However, if the referral fees payable to you are less than US$50, we will hold payment until the total amount due is at least US$50 or (if earlier) until this Agreement is terminated. In calculating referral fees, we will deduct the corresponding referral fee from your next payment if a Product that generated a referral fee is returned by the customer. Payments by check will incur a US$2.50 processing fee. All payments will be in Australian dollars (AUD$), calculated from the US$ conversion rate at the time of processing.
7. Policies and Pricing
Customers who buy products through this Program will be deemed to be customers of Backslash. Accordingly, all Backslash 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.
8. Term of the Agreement
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 Backslash 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.
9. Modification
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 referral fees, referral fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION 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.
10. 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.
11. Disclaimers
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, noninfringement, 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.
12. Arbitration
Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with us or any of our affiliates shall be submitted to confidential arbitration in Melbourne, Victoria, Australia, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the state of Victoria (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this agreement shall be conducted under the rules then prevailing of the Institute of Arbitrators and Mediators Australia. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
13. Miscellaneous
This Agreement will be governed by the laws of Australia and the state of Victoria, without reference to rules governing choice of laws. 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. |
