AUTHORIZED AFFILIATE AGREEMENT - Additional Terms. In addition to all Terms and Use and Privacy Policies of the Company, the AFFILIATE and the COMPANY will operate under the Additional Terms of this Authorized Affiliate Agreement.
FOREWORD
Affiliates are considered an extension of our team and therefore, and extension of our family. In that spirit, we must protect the culture and integrity of our business from the inside out. We strive every day to protect our reputation, the quality of our products, the quality of our team and to ensure equal fairness to all Company Relationships. We find our Affiliates embrace our corporate ideology.
If you have any questions after reading this document, please let us know. We are here to support you any way we can. Email us at info@buytrio.com or call us M-F, 9am – 5pm Pacific Time Zone.
AUTHORIZED AFFILIATE AGREEMENT (AAP)
PLEASE READ THE ENTIRE AGREEMENT.
YOU MAY PRINT THIS DOCUMENT FOR YOUR RECORDS.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND BUYTRIO.COM (DBA TRIO HYGIENE SYSTEMS, LLC).
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.
1. Overview
This Agreement contains the additional terms and conditions that apply to you becoming an Affiliate in buytrio.com’s Authorized Affiliate Program (AAP). The purpose of this Agreement is to allow HTML linking between your web site and the buytrio.com web site so the Affiliate does not need to physically warehouse Company products. Please note that throughout this Agreement, "we," "us," and "our" refer to buytrio.com, and "you," "your," and "yours" refer to the affiliate.
2. Affiliate Obligations
2.1. To begin the enrollment process, you will need to complete and submit this online application along with requirements of the Company found in Exhibit B of this Agreement. We carefully review each application. 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, including (but not limited to):
2.1.1. Promotes sexually explicit materials
2.1.2. Promotes violence
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
2.1.4. Promotes illegal activities
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
2.1.6. Includes "Merchant" or variations or misspellings thereof in its domain name
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
2.1.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are buytrio.com or any other affiliated business.
2.2. As a member of buytrio.com’s Authorized Affiliate Program, you will have access to Affiliate Account Manager. Here you will be able to review our Program’s details and previously-published affiliate newsletters, download HTML code (that provides for links to web pages within the buytrio.com 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. buytrio.com reserves the right, at any time, to review your placement and approve the use of Your Links and may require that you change the placement or use to comply with the guidelines provided to you.
2.4. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to ensure consistency and to notify you of any changes that we feel may enhance your performance.
2.5. 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.
3. buytrio.com Rights and Obligations
3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to ensure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the buytrio.com Authorized Affiliate Program.
3.2. buytrio.com reserves the right to terminate this Agreement and your participation in the buytrio.com AAP immediately and without notice to you should you commit fraud in your use of the buytrio.com AAP or should you abuse this program in any way. If such fraud or abuse is detected, buytrio.com shall not be liable to you for any commissions for such fraudulent sales.
3.3. This Agreement will begin upon our acceptance of your Affiliate online application, and will continue unless terminated hereunder.
4. Termination
Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail or email. In addition, this Agreement may terminate immediately upon any breach of this Agreement by you.
5. Modification
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 email. Modifications may include, but are not limited to, changes in the Payment Procedures and buytrio.com's Authorized Affiliate Program rules. If any modification is unacceptable to you, your only option is to Terminate this Agreement. Your continued participation in buytrio.com's AAP following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
6. Payment Recordation
Buytrio.com uses a PS1 Certified, secured third party shopping cart software to handle all of the tracking and payment. The third party is: ultracart.com. buytrio.com itself is physically incapable of collecting or storing customer payment information.
7. Access to Affiliate Account Interface
You will create a password on the buytrio.com site so that you may enter the secure section of your affiliate account interface. From this area you will be able to receive your reports that show the details of your affiliate sales, including the commission breakdown of the commissions due to you.
8. Promotion Restrictions
8.1. You are free to promote your own web sites, but naturally any promotion that mentions buytrio.com could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by buytrio.com. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. 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 mailings to customers to promote buytrio.com 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 to promote buytrio.com 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 buytrio.com. If it comes to our attention that you are spamming, this may be cause for immediate termination of this Agreement and your participation in the buytrio.com AAP. Any pending balances owed to you may not be paid if your account is terminated due to such unacceptable advertising or solicitation.
8.2. Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as buytrio.com, Trio, Tidymates, 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 removed from the Merchant’s AAP. 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 behavior.
8.3. Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in buytrio.com products).
8.4. 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 Merchant’s site (i.e., no page from our site or any buytrio.com’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 Merchant site in IFrames, hidden links and automatic pop ups that open Merchant.com’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.
9. 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 buytrio.com’s Authorized Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of buytrio.com and the good will associated therewith will inure to the sole benefit of buytrio.com.
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.
10. Disclaimer
BUYTRIO.COM MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE BUYTRIO.COM WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF BUYTRIO.COM ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. 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.
11. 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.
12. Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL BUYTRIO.COM’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.
13. Indemnification
You hereby agree to indemnify and hold harmless buytrio.com, 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.
14. Confidentiality
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. Miscellaneous
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 buytrio.com. 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 other party unless in writing and signed by both parties.
15.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California 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 encapsulates 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.
16. Compensation
Compensation will be paid via “commission” in accordance with the compensation structure listed in EXHIBIT A, unless otherwise agreed to in writing by both parties. All new AAP's begin at "tier 1" commission structure until AAP exceeds $1500 in product sales. Thereafter, greater % commissions will be paid on "tier 2". However, in no event shall a commission be paid without the Company having a copy of the AAP’s W-9 and Resale Certificate on file.
17. Affiliate Customer Returns/Chargebacks
Due to the individual nature of our products –sanitary paper – we generally do not accept returns of non-defective wipe products. “Starter Kit” purchases that are returned in original packaging within 30 calendar days from date of purchase are the only returns which are eligible for a full refund.
Non-defective wipe returns may be subject to up to a 35% restocking fee. Customer, in this case, is responsible for costs associated with returning the non-defective wipe product.
Restocking fees are not a commissionable event, nor are they a supplement to reduce a chargeback amount.
In the event an Affiliate Customer has returned a product to the Company after a commission has already been paid to the Affiliate, a chargeback of said commission shall be deducted by no later than two (2) commission periods after the product was returned. Any commission chargebacks will be properly listed as itemized deductions.
The Company shall, at its own shipping expense, replace items deemed defective, so long as the item claimed to be defective can be reasonably substantiated (i.e. product images). Defective items also include items received by the Affiliate Customer that do not match the customer order form.
In no event shall the AAP be charged back anything more than the commission previously paid to the AAP by the Company, for that sale.
On a case by case basis, depending on the particular incident (if any), the Company will make a determination as to whether or not the “products” should be returned back to the Warehouse.
18. Taxes, Shipping and Handling, and Restocking Fee’s
Under the AAP, our product warehouse and fulfillment center is the “virtual” warehouse from which all Affiliate Customer products will be shipped from. This eliminates our AAP’s need to hold inventory at their physical warehouse. All products ordered by Affiliate Customers are shipped FOB Chino, CA 91708-9162. Qualified product returns may be subject to up to a 35% restocking fee. State tax is only applied when applicable. Interstate commerce is not taxable.
The AAP is not obligated to pay for Affiliate Customer shipping and handling fee’s. However, AAP may choose to do so at the cost savings of their Affiliate Customer. In such a case, a “shipping deposit” will need to be advanced to the Company to cover such expenses. However, by Default, the shipping and handling fees are paid by the purchasing customer.
19. Customer Support
The Company is here to support the AAP, and their customer inquiries. Product education by the Company to the AAP at the early stages of the AAP relationship will be required within first 10 business days of the AAP formation, for product familiarity purposes. The customer may log on to www.buytrio.com and review our FAQ section to find most answers. Provided neither of those options satisfies the matter, the customer or AAP may further contact our Customer Support team at info@buytrio.com . Our Customer Support Team will respond within 1 business day (M-F), or by calling us at 1-800-469-8746 (9am – 5pm Pacific Time Zone)
EXHIBIT A - Compensation Tiers (tier 1 and tier 2):
In accordance with the Terms and Conditions set forth in this AAP, the “Affiliate” is entitled to receive the following commission structure:
New Account Orders – 15% (tier 1) 20% (tier 2) COMMISSION
Repeat Account Orders - 10% (tier 1) 15% (tier 2) COMMISSION
No Commission check will be issued for amounts under $10.00 USD. Commissions earned by the AAP will accrue and be held by the Company until the $10.00 minimum commission has been achieved by the AAP or, until Termination of this Agreement, unless cause for the Termination of this Agreement is due to a breach of the aforementioned terms of this Agreement.
Commission checks are paid out to AAP’s, once per month.
State Taxes, Shipping and Handling (when applicable) are extra and not commissionable.
EXAMPLES:
1) Starter Kit Purchase by Affiliate Customer:
$24.99 (+free shipping) + $2.50 State Tax = $27.49
Commissionable amount: $24.99
Commission earned: $3.75 (tier 1) OR, $5.00 (tier 2)
2) Affiliate Customer purchases a 6 pack refill Kit: $32.49 + (free shipping) + $3.00 Tax = $35.49
Commissionable amount: $32.49
Commission earned: $4.87 (tier 1) OR, $6.50 (tier 2)
Exhibit B Application Submission
Checklist
1) Copy of W-9…………………………………..________
2) Copy Resale Permit/Certificate……..________
3) Physical Mailing Address..…………….________
4) Website address…………………………..________
5) Primary Market(s) served……………..________
6) Primary Contact information
a. Name _______________________________
b. Phone_______________________________
c. Email________________________________
d. Cell_________________________________
e. Hours of Operation ____________________
f. Time Zone____________________________
g. Checks payable to______________________
h. Hours of operation_____________________
i. Alt. Contact name______________________
j. Alt. Contact Phone______________________
7) Years in Business ________________
