MERCHANT AFFILIATE AGREEMENT
Welcome to Eila
THIS IS A LEGAL AFFILIATE AGREEMENT (“Agreement”) between [Eila Technologies, Inc.] with a place of business at 2035 Sunset Lake Road, Suite B-2, Newark, Delaware 19702, USA (“Company”), and you, the affiliate partner.
BY SUBMITTING THE ONLINE FORM 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.
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in Eila's Affiliate Program. The purpose of this Agreement is to set the affiliate terms between you and the Company. Please note that throughout this Agreement, "we," "us," and "our" refer to the Company, and "you," "your," and "yours" refer to the affiliate partner.
To begin the enrollment process, you will complete and submit the online application at the Company's website. The Company will review and evaluate your application and may reject your application at the Company's sole discretion. The Company may also cancel your application if we determine that you are unsuitable for our Program, including if it:
1. You or the merchants you have referred violate the Company's Merchant's Terms of service.
2. You or the merchants you have referred violate the Company's Acceptable usage policy.
4. Have software that alters the affiliate model in a way that may potentially enable diversions of commission from other affiliates in our program.
5. You may not create or design your website or any other portal that you operate, explicitly or implied in a manner which resembles the Company's website nor may you design your website in a manner which leads customers to believe you are or represent the Company directly or any other affiliated business.
The Company's Rights and Obligations
As a member of The Company's Merchant Affiliate Program, you will be offered a discounted rate, in specific, for the transaction fees of our free tier. These rates will be specified in the email you receive that confirms the Company's approval of your application.
For a merchant who decides to subscribe directly through the Company's website and not your own, you are kindly requested to send an email to mentioning the name of the merchant, their business name and the email that they will be using to sign up. THIS MUST BE DONE before this specific merchant signs up, otherwise, the Company will not consider this merchant as an affiliate that you brought in and thus no affiliate commissions or otherwise will apply.
In the case of a merchant deciding to sign up directly on the Company's website any agreed upon affiliate commissions will be sent out by the Company through bank transfer or otherwise according to the Company's preference. All due commissions will be paid to you within 2 weeks of collection from of all applicable fees on tspecifiedced affiliate merchant.
You may not share the discounted rates with your affiliated merchants or any other persons without the explicit written consent of the Company.
The maintenance and the updating of your shop or your affiliated merchants' shops will be your/their responsibility. We may monitor your shop/s as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.
We have the right to monitor your shop 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 shop that we feel should be made. If you do not make the changes to your shop that we feel are necessary, we reserve the right to terminate your participation in the Company's Merchant Affiliate Program.
The Company reserves the right to terminate this Agreement and your participation in the Merchant Affiliate Program immediately and without notice to you should you commit fraud in your use of the Company's services or should you abuse this program in any way. If such fraud or abuse is detected, the Company shall not be liable to you for any commissions for such fraudulent sales.
This Agreement will begin upon the Company's acceptance of your affiliate application and will continue unless terminated hereunder.
Either you or the Company 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, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. Any modifications will be updated on this page and published on the Company's website. Modifications may include but are not limited to, changes in the payment procedures and The Company's Merchant Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in The Compay's Merchant Affiliate Program following the posting of the new Agreement on our site will indicate your agreement to the changes.
You are free to promote the services on your own, but naturally, any promotion that mentions the Company's name or includes our logo 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 the Company. 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 the Company's services 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 the Company's services so long as these groups specifically welcome commercial messages. At all times, you must clearly represent yourself and your affiliate merchants as independent from the Company. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Company's Merchant Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as "Eila" or "ChatShops", "Eila.io", 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 banned from the Company's Merchant Affiliate Program. 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 Merchant Affiliate Program without prior notice, and on the first occurrence of such PPC bidding behavior.
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 Merchant’s service).
THE COMPANY MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE COMAPANY'S SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF THE COMPANY'S 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.
Representations and Warranties
You represent and warrant that:
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;
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;
3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
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 MERCHANT.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.
You hereby agree to indemnify and hold harmless the Company, 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 rights 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.
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.
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 the Company. 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 website, shot or any other channel, that reasonably would contradict anything in this Section.
Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
This Agreement represents the entire agreement between us and you.
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.
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.
Choice of Law
All Terms and obligations are governed by and will be construed under the laws of the State of Delaware, without regard to the conflicts of laws provisions thereof.
Last updated: February 5th, 2018
Eila Technologies, Inc.
2035 Sunset Lake Road, Suite B-2
Newark, Delaware - 19702