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AFFILIATE TERMS AND CONDITIONS
This Affiliate Terms and Conditions Agreement (the "Agreement") is entered into by and between you (the "Affiliate") and Avalon Essentials, LLC, a Nevada Limited Liability Corporation, ("Avalon"). By joining Avalon you are expressing your acceptance of this agreement and said acceptance is evidenced by your clicking on the "Click Here to Join" button on the Affiliate sign-up page.
IMPORTANT NOTICE REGARDING INTELLECTUAL PROPERTY: Please be advised that Avalon aggressively protects its intellectual property rights, including but not limited to content, text, images, videos, trade names, trademarks and service marks. PLEASE BE ADVISED THAT AVALON WILL NOT TOLERATE MISUSE OF ITS INTELLECTUAL PROPERTY AND YOUR ACCOUNT WILL BE TERMINATED AND ALL MONEY FORFIETED, PLUS YOU WILL FACE CIVIL LIABILITY FOR VIOLATING THE TERMS OF THIS PROVISION—PLEASE READ THIS CAREFULLY. Avalon does grant to Affiliates a limited license to use Avalon intellectual property is provided for below in paragraph 2.2. Avalon reserves the rights to claim all current and future domains that incorporate any and all trade names, trademarks, service marks or common misspellings of trade names, trademarks, and service marks owned or used by Avalon. Avalon also reserves the right to claim any and all domain names that utilize any part of or all of a trade name, trademark, or service mark or common misspelling of a trade name, trade mark or service mark owned or used by Avalon. Upon notice from Avalon, you agree that you will transfer any domain name claimed pursuant to this paragraph by Avalon no later than ten days from the date of notice from Avalon. If you do not comply within ten days of the date of the notice, your account will be terminated, all money due to you forfeited and you will be liable for civil damages. Avalon may bring civil action demanding immediate possession and ownership of any domain that is subject to this provision and you agree that you will be liable for all legal costs associated with the bringing of said legal action.
1. BASIC AGREEMENT
1.1 Upon acceptance by Affiliate of the terms and conditions contained herein and continued compliance herewith, Affiliate shall be allowed to participate in the AvalonCash.com Affiliate Program (the "Program") wherein Avalon shall provide to Affiliate a limited license to use certain intellectual property belonging to Avalon on Affiliate's Web sites solely for the limited purposes of marketing and promoting any Avalon product or service. As consideration for any traffic directed by Affiliate to Avalon through Affiliate's marketing and promotional efforts and that converts into revenue to Avalon, Avalon shall pay to Affiliate compensation, as set forth in section 3 below.
1.2 Prohibited Countries: Avalon reserves the right to restrict and limit the countries of residence of Affiliates and to refuse to approve Affiliate applications if a prospective Affiliate is from a restricted county.
2. RIGHTS GRANTED TO AFFILIATE
Avalon grants to Affiliate each of the following rights:
2.1 The nonexclusive right to refer, direct or send visitors of Affiliate's Website(s) to websites owned, controlled and/or operated by Avalon ("Avalon Websites");
2.2 A limited, nonexclusive, nontransferable and fully revocable license to access and download promotional marketing materials, text, banners, links and other promotional materials (hereafter "Marketing Materials") created and owned by Avalon for use on Affiliate's Websites for the sole and exclusive purpose of advertising, marketing or promoting Avalon Websites. Affiliate may post as many of these Marketing Materials on its site(s) as Affiliate may desire.
2.3 Avalon owns and retains all right, title and interest in and to its intellectual property, copyright, trademarks, patents, and in the Marketing Materials provided by Avalon, including all images, logos, marks, designs or videos that are a part of said Marketing materials. Upon termination of Affiliate's participation in the Program and/or termination of this Agreement, the grant of right and license set forth in subsection 2.2 above, shall cease and terminate, and Affiliate shall immediately remove all Avalon Marketing Materials, and any and all other Avalon intellectual property, copyrighted material, trademarks, and patents, if any, from Affiliate's Websites.
2.4 Affiliate is not authorized and shall not change the Marketing Materials, Avalon's product name, product names, file names, trademarks, service marks, design logos, banners, ads or other material for any purpose other than as expressly set forth herein or in any modification to this Agreement by Avalon.
2.5 Affiliate specifically acknowledges and agrees that it shall not modify, edit, resize, redact, or otherwise change any of the Marketing Materials, Avalon's product names, file names, trademarks, trade names, service marks, design logos, banners, ads or other material for any purpose whatsoever. Affiliate further acknowledges and agrees that any such change or changes will be a material breach of this Agreement and shall constitute an infringement of Avalon's copyrighted and/or trademarked intellectual property.
2.6 In order to protect its valuable brands, Avalon must be able to track Affiliate's traffic and referring Affiliate Websites. Affiliate therefore agrees and covenants to notify Avalon, upon reasonable request, of all Affiliate Websites where Affiliate has published Avalon's Marketing Materials, product names, file names, trademarks, trade names, service marks, design logos, banners, ads or other material pursuant to this Agreement.
2.7 For any infringement of Avalon's intellectually property as outlined in any subparagraph above, Avalon may provide notice of the infringement as well as a reasonable time to correct the infringement. Affiliate also agrees that continued infringement may result in Affiliate's account being terminated, all money due forfeited and subject to legal action for immediate injunction as well as recovery of damages. Affiliate also agrees to compensate Avalon for attorney's fees and costs as necessary to protect Avalon's rights as set forth herein.
3. PAYMENT OF COMPENSATION TO AFFILIATE
Avalon will pay Affiliate for sales of Avalon's products and services provided said sale is referred from Affiliate's Website via a banner or link posted on Affiliate's Website.
3.1 Standard Commissions. Avalon is proud to pay you a very competitive commission based on your sales. The commission rate is fifteen percent (15%) of the gross sales order. The term Gross Sales Order shall include the product ordered as well as any additional products that may be ordered by your customer.
3.2 Additional Commissions. Avalon reserves the right to increase the commission payable to any Affiliate that is producing superior sales results. Avalon reserves the right to decide, in its sole discretion what level of sales is worthy of an increase in commission. Likewise, Avalon reserves the right to decrease the commission back to the Standard Commission if an Affiliate's sales are no longer superior. Avalon's decision regarding increases and decreases in Additional Commission shall be in Avalon's sole discretion.
3.3 Minimum Payment. Avalon reserves the right to establish a minimum payment in order for Affiliate to be paid. The current minimum payment is $50, but Avalon reserves the right to change this amount by posting a notice on the Program website.
3.4 Special Promotions: Avalon may run special promotions from time to time and will offer special commission incentives to Affiliate on certain products or quantities of products. For any such special Avalon will pay a Bonus to any eligible Affiliate who qualifies under the terms of the Special Promotion. The specific terms and conditions of qualification shall be posted on the Program Website and shall govern the eligibility of Affiliate to participate in the Special Promotion. If Affiliate is eligible and meets the requirements for the Bonus payable for a Special Promotion, then the Bonus amount shall be added to the sum of Affiliate's earnings for the next regular pay period.
3.4 Payment Method. All payments are made by PayPal in U.S. dollars. Affiliate is responsible for maintain an active and working PayPal account and for notifying Avalon of said PayPal payment information in the event it should change. In the event Affiliate is unable to receive payment via PayPal, Affiliate should contact Avalon at firstname.lastname@example.org to request an alternative payment method.
3.5 Payment Date. Avalon strives to pay all Affiliates on the first of the month following the month in which sales resulting in Commissions owing and due to Affiliate are earned. The parties understand and agree that many factors affect the payment date for Affiliate and thus Avalon is not able to guarantee a specific date for payment of Commissions to Affiliate.
3.6Affiliate agrees, by accepting payment from Avalon, that the payment received is payment in full for any and all advertising and marketing on behalf of Avalon.
3.7 In order to qualify for a Commission, Affiliate must forward a "referral" from an Affiliate Website, as more accurately described below:
(i) A person who has been directed to an authorized website owned, controlled or operated by Avalon ("Avalon Website") through the use of a hypertext transfer link residing on Affiliate's Website in any of the Marketing Materials including a banner ad or other promotional link which automatically connects any person to an Avalon Website, and which Marketing Material, banner ad or other promotional link has been supplied to Affiliate as part of the Program; and (ii) That person who, after having been directed to an Avalon Website through the use of the Marketing Materials, banner ad or other promotional link supplied to Affiliate residing on Affiliate's Website, has purchased a product from Avalon.
4. RESTRICTIONS ON PAYMENT OF COMPENSATION
4.1 Affiliate is not entitled to a commission for any customer sent or referred to an Avalon Website in violation of the provisions of this Agreement, or for any Avalon customer who does not fall within the terms of paragraphs 3.6 (i) & (ii).
4.2 Affiliate is not entitled to a commission from Avalon for any purchase which Avalon determines, in Avalon's sole judgment, is the result of fraudulent activity of any kind. Avalon shall have the right, in its sole and absolute discretion, to expand or modify what it determines to define and/or constitute potential fraudulent activity. Without limiting the foregoing, potential fraudulent activity includes, but is not limited to, the following circumstances or activities:
(i) The customer used or attempts to use a credit card number that is in a "negative database";
(ii) There is a purchase pattern characterized by numerous purchases from a website in a relatively short time span where there has been a history of few customers from that website before or after the bursting period.
(iii) There are sequential or multiple attempts to purchase products using a credit card using the same "bin number" and sequential or multiple number strings are used to complete the credit card number.
(iv) There are multiple purchases from a single IP address that matches the IP address Affiliate used in establishing an account in the Program
4.3 Avalon has the right to deny or withhold payment from Affiliate, and to terminate Affiliate from the Program, if there is an abnormal number of chargebacks. Avalon shall determine, in its sole and absolute judgment, what constitutes an abnormal number of chargebacks.
5. TERM AND TERMINATION
5.1 This Agreement shall remain in effect as long as Affiliate is in good standing with Avalon. There is no specific expiration of this Agreement nor is there a specific duration of time for this Agreement.
5.2 Affiliate may terminate this Agreement at any time, for any reason or for no reason. Affiliate shall terminate participation in the program by notifying Avalon by E-mail at email@example.com of Affiliate's desire to terminate participation in the Program.
5.3 Avalon may terminate this Agreement and/or the Program, in its sole and absolute discretion, at any time, for any reason or no reason.
5.4 In the event this Agreement is terminated, Affiliate shall be entitled to any unpaid commissions earned prior to the termination. Affiliate shall not be entitled to receive any commissions after the termination.
5.5 If this Agreement is terminated due to Affiliate's breach of any portion of this Agreement, Avalon reserves the right to withhold any commissions then due and owing to Affiliate.
6. AFFILIATE'S RESPONSIBILITIES AND DUTIES
6.1 Affiliate shall only use and promote on Affiliate Websites Avalon approved Marketing Materials, advertising banners, links, and other promotional materials.
6.2 Affiliate shall not use or employ any form of mass unsolicited electronic mailings, newsgroup postings, IRC postings, adware, spyware, malware marketing or any other form of "spamming" as a means of promoting Affiliate Websites or for the purpose of directing or referring users to any Avalon Websites. Affiliate further acknowledges and agrees that Avalon has the right to immediately, and without notice, terminate your participation in the Program if Avalon, in its sole and absolute discretion, concludes that Affiliate has engaged in the use of any form of mass unsolicited electronic mail solicitations, newsgroup postings, warez, IRC posting, adware, spyware, malware marketing or any other form of "spamming". NOTE: AVALON HAS ZERO TOLERANCE FOR SPAMMING. IF AFFILIATE SPAMS, PARTICIPATION IN THE PROGRAM WILL BE TERMINATED, AFFILIATE WILL BE BARRED FROM FUTURE PARTICIPATION IN THE PROGRAM AND ALL MONEY OTHERWISE DUE TO AFFILIATE WILL BE FORFEITED.
6.3 Except as expressly authorized by Avalon in this Agreement or otherwise, in writing, Affiliate shall not copy, reproduce, alter, modify, change, broadcast, distribute, transmit or disseminate any banners or other promotional or advertising materials provided by Avalon pursuant to this Agreement in whole or in part, in any form or manner, at any time or anywhere in the World.
6.4 Affiliate shall ONLY use Promotional Pictures and Images provided by Avalon to promote sites that are included in the Program. For purposes of this Agreement Promotional Pictures and Images means any of the images and/or videos provided on BountifulBreast.com/affiliates.html.
6.5 All content displayed on any web site containing Avalon Marketing Materials, banners or links, and all content displayed on any web site to which Affiliate provides third party links to, must comply with all applicable laws. Accordingly, Affiliate shall not include, or link to, any of the following within a website that contains Avalon banners or links, or directly or indirectly link any of the following content or material to any Avalon website through any hyperlinks maintained or created on Affiliate's Websites:
(i) Any material deemed by Avalon to be threatening, abusive, hateful, defamatory, libelous, slanderous, scandalous or injurious to the reputation of any person or entity;
(ii) Any material which constitutes an infringement, misappropriation or violation of any party's intellectual property rights including without limitation, copyrights, trademarks, rights of publicity, patent rights, personal property rights, privacy rights or any other intellectual property right; or
(iii) Any program, file, data stream or other material which contains viruses, worms, "Trojan horses" or any other destructive feature, regardless whether damage is intended or unintended, which may cause damage to any computer equipment, loss or corruption of data or programs or inconvenience to any person.
7. REPRESENTATIONS AND WARRANTIES
Affiliate hereby represents and warrants each of the following:
7.1 That if Affiliate is an individual person, he/she is over the age of eighteen (18) years;
7.2 This if Affiliate is an entity (i.e., corporation, limited liability company, etc.) that all individuals employed or associated with Affiliate in any way are over the age of eighteen (18) years; and
7.3 That the individual who provides information to the Program and accepts this Agreement is at least eighteen (18) years of age and has full, lawful power and authority to enter into and to carry out the terms of this Agreement.
8. UNITED STATES TAXATION
All United States residents and corporations, and foreign participants who are residents of the United States, are required to provide a completed and signed United States Department of Treasury Internal Revenue Service Form W-9 setting forth information including a United States Federal Employer Identification Number, or Social Security Number. No Affiliate will be paid unless said Affiliate has filed with Avalon a valid W-9.
9. RIGHTS OF AVALON
9.1 Avalon shall have the right, in its sole and absolute discretion, to terminate the Program and any and all Program Benefits relating to Affiliate's participation in the Program at any time and may do so with or without cause.
9.2 Avalon shall have the right, in its sole and absolute discretion, to change or modify the Program at any time. If at any time Avalon changes or modifies the Program, Affiliate shall have the right to withdraw and terminate participation in the Program.
9.3 Any changes to this Agreement or to the Program shall be posted on the Program Website and shall become effective immediately upon posting of the revised Agreement.
10. NO PARTNERSHIP, JOINT OR COLLABORATIVE VENTURE
10.1 Nothing contained in this Agreement shall create or be deemed to create a partnership, joint venture or other business combination or venture of any kind between Affiliate and Avalon, its subsidiaries, affiliated entities, successors or assigns; nor shall any term contained in this Agreement constitute or create any agency or employment relationship between Affiliate and Avalon, its subsidiaries, affiliated entities, successors or assigns.
10.2 Avalon has no control over nor ownership interest in Affiliate or Affiliate's Websites, and Affiliate has no financial or other interest in Avalon, its subsidiaries, affiliated entities or any property owned by such entities, except as expressly set forth herein.
11. NO CONTENT CONTROL, MONITORING OR SUPERVISION
Avalon does not monitor, supervise or review content contained on Affiliate's Websites. Avalon is not responsible for any content appearing or otherwise distributed on, at or in association with Affiliate's Websites that is provided by Affiliate or independent third parties.
12. NO WARRANTY OR GUARANTY
Avalon makes no guaranty of any kind with respect to the Program or Marketing Materials provided by, through or in association with the Program, and all Marketing Materials are provided to Affiliate "as is", and use of the Program and associated materials is solely at Affiliate's risk. Avalon disclaims all warranties, either express or implied including, but not limited to, warranties of merchantability and fitness for a particular purpose with regard to the Program and any and all materials of every kind supplied to Affiliate as part of this Program.
13. NO GUARANTY OF SUCCESS OR PROFITABILITY
Avalon cannot guaranty or promise Affiliate any level of success or profitability due to Affiliate's participation in the Program. Affiliate has unilaterally entered into an Internet service business and all risk of loss, cost and expense of Affiliate doing business shall be borne solely by Affiliate.
14. FORCE MAJEURE
Neither party shall be liable for any loss or delay, nor be considered in breach of this Agreement, due to an act of God, fire, natural disaster, terrorist act, strike or other labor stoppage, declaration of war or military intervention, computer system/server failure, credit card processing failure, network failure, governmental action, or any other cause outside the control of the parties.
15. LIMITATION OF LIABILITY
Avalon, its subsidiaries, affiliated entities, employees, independent contractors, agents, representatives, assigns and successors shall not be liable to Affiliate, or any other person or entity, for any direct or indirect losses, injuries or incidental, consequential or other damages (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER PECUNIARY LOSS) with regard to any link to any Avalon Website, or arising from or in connection with this Agreement or the use of the Avalon Program Marketing Materials, or due to any mistakes, omissions, delays, errors, interruptions in the transmission, or receipt of Avalon's services, content or Program materials, including without limitation any losses due to server problems or due to incorrect placement of HTML.
Affiliate shall indemnify and hold Avalon, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors and any successor-in-interest or assign (the "Indemnified Parties") harmless from any breach of this Agreement by Affiliate, including any use of Program materials other than as expressly authorized in this Agreement. Affiliate agrees that the Indemnified Parties shall have no liability in connection with any such breach or unauthorized use, and Affiliate agrees to indemnify for any resulting loss, damage, judgment, award, cost, expense, and attorneys' fees of the Indemnified Parties. Affiliate shall also indemnify and hold the Indemnified Parties harmless from and against any and all claims brought by third parties arising out of Affiliate's use of the information accessed from an Avalon Website.
17. TRANSFER OR ASSIGNMENT
17.1 This Agreement shall not, under any circumstances, be transferred or assigned by Affiliate to any other person or entity, and any attempted transfer or assignment of a membership shall be void.
17.2 Avalon may, at any time, in its sole discretion and without prior notice to Affiliate, transfer or assign this Agreement to an affiliated or non-affiliated person or entity.
This Agreement is subject to change or modification by Avalon at any time and changes shall become effective upon posting at or via hyperlink to an Avalon Website. An Affiliate may not alter, delete, add or change or edit any of these terms and conditions, and any such attempted alteration shall be void and of no effect.
19.1 Notices from an Avalon Website to Affiliates may be given by means of electronic messages to the email address on file for Affiliate (email), by general posting on the Website, or by conventional mail. 19.2 Communications from Affiliate to Avalon may be made by electronic messages (email) or conventional mail, unless otherwise specified in this Agreement. All notices to Avalon sent by electronic mail shall be to firstname.lastname@example.org.
19.3 Notices from Avalon shall be deemed delivered when sent by Avalon to Affiliate; notices of changes or modifications to this Agreement shall be accepted by Affiliate upon the first use by Affiliate of the Marketing Materials provided in the Program after such notice was sent; and, such acceptance of a change or modification shall be deemed to relate back to the date such change or modification was originally sent by Avalon.
20. CHOICE OF LAW, STRICT PERFORMANCE, AND ATTORNEY'S FEES
20.1 This Agreement shall be governed by the laws of the State of Nevada. Affiliate consents to jurisdiction and venue in the State of Nevada.
20.2 The failure of any party hereto to insist upon strict performance of any covenant or agreement contained herein, or to exercise any option or right, shall not be construed to be a waiver or relinquishment of any such option or right, or of any other covenants or agreements, but the same shall be and remain in full force and effect.
20.3 In the event either party has to bring a legal action to enforce its rights under this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees.
If any provision of this Agreement is held to be invalid or unenforceable, in any respect, such invalidity or unenforceability shall not affect or impair the validity or enforceability of the remaining provisions of this Agreement, but, to the contrary, this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein.
22. ENTIRE AGREEMENT, HEADINGS, AND NEUTRAL CONSTRUCTION
This Agreement and any changes or modifications thereto by Avalon and accepted by Affiliate expresses the entire agreement between the parties regarding Affiliate's participation in the Program, and all materials directly and indirectly related thereto, superseding and negating any prior or contemporaneous agreements, whether written or oral. There are no representations, agreements, arrangements or undertakings relating to the matters addressed which are not fully expressed herein. The headings are for convenience only and shall not be construed to give any substantive meaning to the agreement between the parties. This Agreement shall be construed neutrally and as the commemoration of the mutual assent of both parties rather than for or against either party.
23. ACCEPTANCE AND EXECUTION
By joining the Program, Affiliate has accepted all of the terms and conditions set forth herein above as may be modified by Avalon in the future.
Toll Free: 1-877-552-3033 * Skype: avalon.essentials * Mailing Address: 181 Marsh Hill Road * Orange, CT 06477