Carelli International Corporation
IMPORTANT: PLEASE READ CAREFULLY THE TERMS AND CONDITIONS FOR AFFILIATE MEMBERS BELOW BEFORE REGISTERING. BY REGISTERING AS AN MEMBER, YOU INDICATE YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS, DO NOT REGISTER AS AN AFFILIATE MEMBER.
AFFILIATE MEMBER PROGRAM TERMS AND CONDITIONS
1.0 Affiliate Agreement:
By signing up as an Affiliate Member with Carellidesign.com, you agree to the following Terms and Conditions. This Affiliate Member Program Agreement ("Agreement") is by and between your company ("You" or "Participant") and Carelli International Corporation (“CI”), each of which may be referred to as "Party" and collectively "Parties."
2.0 Link Referral:
Participant agrees to provide a hyperlink ("Special Links”) to carellidesign.com from its Website(s). Each of the Special Links will connect directly to a CI-provided Website (“Site”) or Web Page, according to a special link format provided by CI. Participant shall not make any changes to any Special Link, including, without limitation, changes to the content, appearance or functionality of any Special Link.
3.0 Referral Fee:
3.1 CI shall pay Participant a referral fee on successful online links from the Participant's Website to CI’s Website ("click-through") that result in a sale of CI products. For each click-through sale CI shall pay Participant a referral fee of ten percent (10%) commission on each qualified product sale, unless indicated otherwise in writing by CI. The referral fee shall be paid on monthly net sales revenue which is the sales revenue generated by click-throughs each month net of returns, cancellations, and credits, and excluding taxes and shipping. The referral fee applies to “Products” and excludes any “Services” provided by Carelli Design, Carelli International Corporation or its subsidiaries. Additionally, Product deliveries under this Agreement shall exclude any delivery outside the United States. All payments under this Agreement shall be in U.S. dollars.
3.2 The referral fee for click-through sales will be valid if a purchase is made within fourteen (14) days of the initial session and the purchase is made from the same computer system. The fourteen (14) calendar day extension is subject to change at CI's discretion.
3.3 Participant will receive referral fee payments only with respect to online click-through net sales less shipping and taxes that are made during the term of this Agreement and Participant expressly agrees that no further referral fee payments will be due from CI for click-through sales placed by customers after this Agreement has terminated.
4.0. Referral Fee Payment Periods:
4.1 Within thirty-five (35) days after the end of each month during the term of this Agreement, CI shall pay Participant the applicable referral fee for the preceding month. In the event that the monthly applicable referral fee is less than $50.00, payment of such referral fee will be deferred until the cumulative amount exceeds $50.00; provided, however, that no such deferment shall exceed three calendar months, such that, if Participant's referral fees do not exceed $50.00 during any calendar month, CI will pay Participant the total amount of referral fees due and payable at the end of the following three months, regardless of the amount of Participant's referral fees.
4.2 A final referral fee payment to the Participant may be withheld for a period not to exceed sixty (60) days after termination or expiration of this Agreement to ensure that a correct amount is paid, due to product returns, cancellations, and credits.
5.0 Affiliate Site Requirements:
CI will not accept into its Affiliate Member Program Sites that are not in accordance with its basic requirements set forth in the “Requirements for Affiliate Sites Linking to CI's Websites” and in compliance with all applicable laws.
Requirements for Affiliate Sites Linking to CI's Websites
A Site that links to a CI Website:
May link to but not replicate CI content
May not create a browser or border environment around
CI content
Should clearly make available an online Privacy Policy
to its visitors
May not imply that CI is endorsing it or its products
May not misrepresent its relationship with CI
May not use any CI logo or Trademark without permission
from CI
May not include Carelli, any CI product or model, or
variations or misspellings thereof in its domain names
May not present false information about CI products
or services
May not contain or promote content that could be construed
as distasteful, offensive or controversial
May not have traffic of fewer than 100 unique visitors
per day
May not manipulate keyword searches on portals
May not be "under construction" or have broken
URLs
May not be an Authorized Reseller or Business-to-Business
Member of CI
May not be otherwise considered offensive or inappropriate
at CI's discretion, and
May not misrepresent themselves as a CI Website by using
any visual text or image from a CI Website or otherwise
violate intellectual property rights, including, without
limitation, the use of text or images from any CI Website.
6.0 Effective Date and Duration; Termination:
6.1 This Agreement takes effect on the date of Participant’s first click-through to a CI Site by means of a Special Link provided to Participant by CI, and shall continue until Participant’s registration and all accounts cease or is terminated.
6.2 Participant may terminate its Affiliate Members account at any time by sending an email requesting termination to Business-to-Business Support. In such case, Participant’s registration and account(s) shall immediately terminate. CI also may terminate or suspend Participant’s registration and/or all Member accounts at any time, for any reason, with or without cause. Upon termination, Participant shall refrain from using all Special Links provided to Participant by CI. Termination of this Agreement will not release either CI or Participant from its obligations or discharge any liability that has been incurred by either Party prior to and including the effective date of termination. Upon termination of this Agreement, for any reason, Participant will promptly refrain from representing itself in any capacity relative to CI’s Affiliate Member Program and CI will likewise promptly cease representing that the Participant is associated with the Program.
6.3 Return of Materials. Upon the expiration or termination of this Agreement, Participant shall promptly return all information, documents, manuals and any other materials acquired from CI then in Participant's possession.
7.0 Trademarks and Service Marks:
7.1 Except to the extent that any CI trademarks or service marks are included in banner advertisements or other hyperlink materials that Participant obtains through CI, Participant has no right to display or otherwise use any trademark, service mark or trade name displayed on any CI Website without the written permission of CI. Participant may display CI’s trademark(s) or service mark(s) solely as part of the Special Links connecting to CI and solely to promote CI products. Participant will not use any name or symbol in any manner that may imply that it is an agency or branch of CI, nor shall Participant otherwise infringe on any intellectual property rights of CI.
7.2 Participant acknowledges that nothing shown on any CI Website should be construed as granting, by implication, or otherwise, any permission, license or right to use any trademark, service mark or trade name displayed on any CI Website without the written permission of CI or the third party owner. Any unauthorized use of these materials may violate copyright, trademark and privacy laws, and other applicable statutes.
8.0 Use of Proprietary Advertising Materials:
Participant may not in any way reproduce or publicly display, perform, distribute, or otherwise use any advertising materials of CI, or advertising content from any CI Website for any public or commercial purpose without the written permission of CI. Any use of these materials on any other Website or networked computer environment for any purpose is prohibited. The Proprietary Advertising Materials are copyrighted and any unauthorized use of such Materials may violate copyright, trademark, and other laws. If you breach any of these terms, your authorization to access and use the Affiliate Members area automatically terminates and you must immediately remove and destroy any Special Links to CI Websites and any advertising material with reference to CI products.
9.0 Guarantees and Forecasts:
Neither Party makes any guarantees whatsoever as to the results of efforts in connection with this Agreement. Neither Party makes any warranties, promises or statements except as specifically stated herein with respect to any matter. Neither Party has made an affirmation of fact or promise relating to the services or duties that have become any basis of this Agreement other than as stated herein, and the Parties acknowledge that they have relied on no warranties, promises or statements other than those expressly set forth in this Agreement. The Parties acknowledge that any estimates, projections, or forecasts provided to it by or on behalf of the other Party are only estimates and are not representations that such estimates will be realized.
10.0 Website Uptime; Interruptions:
CI will make every effort to keep its Website operational. However, certain technical difficulties may, from time to time, result in temporary service interruptions. The Participant agrees that CI shall have no liability of any kind for any of the direct or indirect consequences of such interruptions.
11.0 Agreement Modifications:
CI reserves the rights to change any of the terms and conditions in this Agreement, at any time and in its sole discretion, by providing thirty (30) days' written notice to Participant. CI’s written notice shall be sent to Participant’s email address as provided by Participant within the Affiliate’s Member account.
12.0 Confidentiality:
12.1 Participant understands that, he may be exposed to CI's business procedures and processes and may have access to certain confidential information belonging to CI, which CI considers to be among its most valuable assets. Participant also understands that in order for CI to protect such confidential information and its goodwill with customers, it is necessary for CI to reasonably restrict ability of participant to use and disseminate confidential information of CI to the maximum extent permitted by law. As such, Participant shall treat all confidential information, whether printed, oral, in writing, or in any other physical form, in strict confidence and shall not use the confidential information for any purpose other than the limitations herein. Participant shall use the same or a greater degree of care to avoid publication or dissemination of the confidential information. Without limiting the generality of the foregoing, Participant shall not utilize the confidential information for any commercial purpose whatsoever, directly or indirectly through agents or others, including, without limitation, any business enterprise, located anywhere in the world.
12.2 Participant agrees to limit dissemination of confidential information to employees who have a need to know and shall not otherwise disclose the confidential information to any third party. Participant shall protect the confidential information using a degree of care comparable to the care used to protect Participant’s own confidential and proprietary information, but in no case less than the degree of care generally accepted in the industry. Participant acknowledges that disclosure or use of any confidential information may give rise to irreparable injury to CI for which monetary damages may not be adequate. Accordingly, Participant agrees that CI will be entitled to injunctive relief against the breach or threatened breach of Participant’s obligations under this paragraph, in addition to any other legal remedies that may be available.
12.3 Participant acknowledges that all trade names, trademarks and copyrights, as part of the Proprietary Information provided by CI, whether registered or unregistered, are and will remain the exclusive property of CI. Participant agrees to not use in any manner CI's trademarks, trade names, or any other intellectual property or industrial rights of CI, including any imitation or variant thereof as part of a trademark, trade name, or name of a company. This provision shall survive the expiration or earlier termination of this Agreement.
13.0 Privacy Policy:
Participant acknowledges the importance CI places on protecting the privacy of its end users. Accordingly, Participant shall use its best efforts to safeguard any individually identifiable data acquired from or about end users, including, without limitation, names, addresses, or credit information, against unauthorized access or use. In addition, Participant shall not, without CI's prior written consent, use, sell, license, lease or otherwise transfer such data to any third party, or export such data to any location outside of the country in which Participant acquired such data. In the event CI agrees to allow Participant to use end-user data to send marketing materials to end users, Participant shall: (i) allow each end user to access any data Participant may have regarding such end user; (ii) allow each end user to correct any incorrect or incomplete data regarding such end user; (iii) comply with any request by an end user to remove such end user's name from the customer lists maintained by Participant; and (iv) upon receipt of a request as described in clause (iii), provide no further marketing materials to such end user. Upon the termination of this Agreement, Participant shall return to CI all lists and other data regarding end users acquired from CI then in Participant's possession. Participant shall not retain any copies of such data in hard copy or electronic form.
14.0 Liability Limitations:
UNDER NO CIRCUMSTANCES AND REGARDLESS OF THE FORM OF ACTION, WHETHER UNDER CONTRACT, TORT, STATUTE OR OTHERWISE, SHALL (1) CI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF CI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, OR (2) SHALL CI'S LIABILITY HEREUNDER EXCEED AN AMOUNT EQUAL TO THE TOTAL REFERRAL FEES PAID TO PARTICIPANT HEREUNDER.
15.0 Indemnity:
Participant will defend, indemnify, save and hold harmless CI and its officers, directors, agents, affiliates, distributors, and employees from and against any and all third-party claims, demands, liabilities, costs or expenses, including reasonable attorneys' fees ("Liabilities"), resulting from Participant's performance or non-performance under this Agreement, including any material breach of any duty, representation, or warranty of Participant under this Agreement. CI shall (a) promptly notify Participant in writing of any claim subject to indemnification hereunder; (b) give Participant the opportunity to control the defense and settlement of any such claim; and (c) reasonably cooperate with Participant, at Participant's expense, in defending or settling such claims. CI shall have the right to participate, at its sole expense, in the defense or settlement of any such claim. CI reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by Participant.
16.0 Independent Contractors:
The Parties to this Agreement are independent contractors and neither Party is an agent, representative, or partner of the other Party. Neither Party shall have any right, power or authority to enter into any agreement of or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party. In addition, Participant shall make no representations or other statements, in writing or otherwise, regarding any association with CI.
17.0 Notices:
Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes (i) on the delivery date if delivered by electronic email; (ii) on the delivery date if delivered personally to the Party to whom the same is directed; (iii) one (1) business day after deposit with a commercial overnight carrier, with written verification of receipt, or (iv) five (5) business days after the mailing date if sent by U.S. mail, return receipt requested, postage and charges prepaid, or any other means of rapid mail delivery for which a receipt is available, to the address of the Party to whom the same is directed. Any notices sent by Participant to CI shall be sent to Business-to-Business Support
18.0 No Waiver:
The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such Party's right to assert or rely upon any such provision or right in that or any other instance, except (i) to the extent the other Party is prejudiced by such failure, or (ii) in the event of an express waiver of relinquishment.
19.0 Assignments:
Participant shall not assign (voluntarily, by operation of law or otherwise) this Agreement or any right, interest or benefit under this Agreement without the prior written consent of CI, except for an assignment of all of such Party's rights and obligations hereunder to a parent, majority-owned subsidiary, or a successor to all or substantially all of the assets or stock of the Participant. Subject to the foregoing, this Agreement shall be fully binding upon, inure to the benefit of and be enforceable by the Parties hereto and their respective successors and assigns.
20.0 Entire Agreement:
20.1 This Agreement sets forth the entire agreement, and supersedes any and all prior agreements of the Parties with respect to the transactions set forth herein. CI shall not be bound by, and CI specifically objects to, any term, condition or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by Participant in any correspondence or other document, unless CI specifically agrees to such provision in writing.
20.2 Both Parties acknowledge that the other Party makes no representations, warranties or agreements related to the subject matter hereof that are not expressly provided for in this Agreement. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
21.0 Applicable Law; Jurisdiction:
21.1 This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of California except for its conflicts of laws principles. Each Party irrevocably consents to the exclusive jurisdiction of the courts of the State of California and the federal courts situated in the State of California, in connection with any action to enforce the provisions of this Agreement, to recover damages or other relief for breach of default under this Agreement or otherwise arising under or by reason of this Agreement.
21.2 In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed, or if any such provision is held invalid by a court with jurisdiction over the Parties to this Agreement, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law, and the remainder of this Agreement shall remain in full force and effect.
21.3 CI's performance under this Agreement is subject at all times to existing laws and legal process. CI reserves the right to comply with law enforcement requests or requirements relating to Participant’s registration and accounts, and use of the CI Site and its Content.
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Revised December 2022
Publication Ref. 0791.3811 EN form 3811.1/V907
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