Protica: Affiliate Template

Referral Agreement

Before joining the Referral Program, you must first read the Referral and Affiliate Agreement below. This Agreement is used for both Affiliates and Referrers. Affiliates are parties who link to Protica web site pages from their own web site. Referrers are parties who send emails to friends and associates via the Referral Page of the Protica web site. Completing an approved Affiliate Application automatically entitles you to participate as an Affiliate and a Referrer. For purposes of this Agreement, Referrers and Affiliates are referred collectively as "Affiliates".

Clicking the "I Agree" link at the bottom of this page acknowledges that you read, understand and agree to all of the terms of the Referral and Affiliate Agreement.

Referrer and Affiliate Agreement

THIS IS A LEGAL AGREEMENT WITH PROTICA, INC. ("PROTICA"). BY CLICKING ON THE "I AGREE" LINK AT THE END OF THE AFFILIATE APPLICATION, YOU AGREE THAT (a) YOU HAVE READ THIS AGREEMENT AND UNDERSTAND ALL OF ITS CONTENTS AND (b) YOU WILL BE BOUND BY ALL OF THE TERMS AND CONDITIONS IN THIS AGREEMENT.

1. Enrollment in the Protica Affiliate Program
To begin the enrollment process, please submit a complete Affiliate Application via our Web 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 web site is unsuitable for the Protica Affiliate for any reason. Some of the reasons for rejection can include but are not limited to images or content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethically or otherwise objectionable.

2. Promotion of Affiliates
As an Affiliate Site, we will make available to you banner advertisements, button links, and/or text links to our site. These links shall contain Protica logos and words identifying Protica (each of these links sometimes being referred to herein as "Links" or, individually, as a "Link"). Subject to the terms and conditions herein, you may display these links as often and in as many areas on your site as you desire. The Links will serve to identify your site as a member of our Affiliate and will establish a link from your site to ours.

3. Utilizing Protica Links on Your Site
In utilizing Links, you agree to cooperate fully with us in order to establish and maintain such Links. All Affiliates shall display graphic images Links prominently throughout their site as you see fit. You shall not alter, modify or expand the Links in any way; however, a Link may be modified and/or expanded with our prior written consent which will not be unreasonably withheld. Each Link connecting users of your site to Protica will in no way alter the look, feel, or functionality of Protica. We have the right, in our sole discretion, to monitor your site at any time and from time to time to determine if you are in compliance with the terms of this Agreement.

4. Order Processing
Protica will be responsible for providing all information necessary to allow you to make appropriate Links from your site to our site. We will process orders placed by customers who follow the Links from your site to Protica. We reserve the right to reject orders that do not comply with certain requirements, which we periodically may establish. We will be solely responsible for all aspects of order processing and fulfillment, including order entry, payment processing, shipping, cancellations, returns and related customer service. We will track the volume and amount of sales generated by your site and will make unaudited reports summarizing this sales activity available to you through our site. The form, content, and frequency of the reports may vary from time to time at our discretion. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Links between your site and our site are properly formatted.

5. Standard Commission Rates
The standard commission rates are as follow:

$.20 per Lead - A lead is a unique new visitor who signs-up for a Protica Account (referred to on the site as "My Account") AND subscribes to the Protica Newsletter. Lead commissions are paid only once per friend and are not available for existing accounts.

3% of each Completed Sale - A completed sale is a unique, successfully processed sale at the Protica web site. The percentage is based on the net total of the sale, which is the amount of the order after all discounts and gift certificates and before all taxes and shipping.

From time to time, Protica may offer adjusted commission rates to select Affiliates.

For a product sale to generate a commission the customer must purchase a product or products using our automated online ordering system within two (2) years of the date they follow the special link from your site or your email to the Protica web site ("First Visit"), and as long as within that time the customer does not (a) click on the link of another one of our Affiliates, or (b) turn off or otherwise disabled the "cookie" set when they clicked on the special link. Additioally, in order to earn a commission on a future visit from the customer, the customer must visit the Protica web site using the same computer used on the First Visit.

You may purchase products during sessions initiated through the links on your site for your own use. However, you may not purchase products during sessions initiated through the links on your site for resale or commercial use of any kind; such purchases may result (in our sole discretion) in the withholding of commissions or the termination of this Agreement.

Commission on returned products will be deducted from your next monthly payment after a refund is generated. Protica has no obligation to pay Affiliate for activities that do not otherwise fit the definition of a Click-Through, Sale or Lead. If a customer accesses the web site from more than one Affiliate, the most recent previous Affiliate referral will receive the commission.

Terms: Protica will pay Affiliate approximately forty-five days (45) after the end of each month for all commissions earned during the prior month, less any taxes we may be required to withhold, and less any amount Protica determines, in its sole discretion, was not validly earned from proper use of the Link on Referral's Web Site. If commissions earned during any month are less than $50, then Protica may hold those commissions until the month in which the total amount due is at least $50 or (if earlier) until this Agreement is terminated. Protica will provide Affiliate with the ability to obtain a password that will enable the Affiliate to enter a password-protected site or an area of a site communicated to Affiliate by Protica. Affiliate may use the password to log in to that site to access information about the number of times the Link(s) on Affiliate's Web Site or links from a Referral Email has generated a user transfer to our site. If Protica records show activity from your site that we determine is inconsistent with valid search requests, or is otherwise unusual, then Protica reserves the right to withhold payment of commissions for a reasonable time pending an investigation of that activity and resolution of the dispute (if any). Protica will notify you promptly in this event. The investigation will be performed by a party selected by Protica, and the determination of the investigation shall be final.

All commission payments are made to Affiliates via PayPal's Mass Pay service. According to PayPal's policy, which may change from time to time, an Affiliate who does not have a PayPal account at the time said Affiliate receives a payment from Protica must open an account (at no cost to Affiliate) within thirty (30) days else the commission monies will be removed from the account. In this event, the monies are forfeited.

Protica shall compensate each Affiliate for actual sales and leads generated by the links, promotional materials, and branding that are displayed on Affiliate's web site(s) or Referral Email(s) in accordance with Protica's then current commission schedule. Such commissions shall be payable in U.S. dollars. Protica may offer different forms of compensation in the future. Only persons who are not subject to U.S. federal income tax withholding are eligible to participate in the Affiliate Program.

If you are a U.S. citizen or resident or other non-foreign person, participation in the Affiliate Program and payment of commissions is conditioned upon your satisfactory completion of Internal Revenue Service Form W-9 and any other tax forms that Protica, in its sole discretion, determines to be necessary or appropriate.

If you are a nonresident alien of the United States or other foreign person (such as a foreign corporation), participation in the Program and payment of commissions is conditioned upon your satisfactory completion of a Certification Form, the form of which shall be determined by Protica, by which you certify that commissions you derive from participation in the Program are not effectively connected with the conduct of a trade or business in the United States. If your commissions become effectively connected with the conduct of a trade or business in the United States, you will immediately become ineligible for participation in the Affiliate Program and must notify Protica of this change in status within 30 days of the change. If no date of change is given in the notice, the change will be deemed to have occurred 30 days prior to receipt by Protica of the notice.

Nonresident aliens participating in the Affiliate Program who become a U.S. citizen or resident will immediately become ineligible for participation in the Affiliate Program and must notify Protica of their change in status within 30 days of the change. If no date of change is given in the notice, the change will be deemed to have occurred 30 days prior to receipt by Protica of the notice. A former nonresident alien will thereafter become entitled to re-enter the Affiliate Program upon satisfactory completion of Internal Revenue Service Form W-9 and any other tax forms that Protica, in its sole discretion, determines to be necessary or appropriate.

It is each Affiliate’s (and not Protica’s) obligation to ensure that the Affiliate obtains, completes in full and provides Protica with the necessary and appropriate Internal Revenue Service or other tax forms so that Protica may pay such Affiliate any commissions due Affiliate. Protica shall not make any commission payments to an Affiliate unless and until the Affiliate provides Protica with the necessary and appropriate Internal Revenue Service or other tax forms.

Click here for Internal Revenue Service Form W-9 and here for W-9 instructions. Please print, complete in full, and send to Protica at the following address the necessary forms: Protica, Inc. 1002 MacArthur Rd, Whitehall, PA 18052, Attention: Accounts Payable (Affiliate Program). PLEASE WRITE THE URL OF YOUR SITE AND YOUR CONTACT EMAIL ON THE TOP OF THE W-9 OR CERTIFICATION FORM.

Payments to a Affiliate shall be sent to the address provided on the tax forms submitted by Affiliate to Protica.

6. Policies and Pricing
Customers who buy Products through Affiliate will be deemed to be customers of Protica. Accordingly, all of Protica rules, policies, and operating procedures concerning customer orders, customer service, and 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 Affiliates in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect items that you already have listed on your site, you may not include price information in your descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular Product. You will be notified of any prices changes via email at the registered Affiliate email address you listed when registering. Protica reserves the right to notify Affiliates of prices changes at any time should pricing change.

7. Non-Exclusive Limited License and Use of Protica Logos and Trademarks
We grant you a non-exclusive, non-transferable, revocable right to access our site through links solely in accordance with the terms of this Agreement, and solely in connection with such links, to use our logos, trade names, trademarks and similar identifying material (collectively "Licensed Material") solely for the purpose of selling Products on your site for Protica. You may not alter, modify or change the Licensed Material in any way. You are only entitled to use the Licensed Material to the extent you are a member, in good standing, of the Affiliate Program.

You shall not make any specific use of any Licensed Material for purposes other than selling Products for Protica, without first submitting a sample of such use to us and obtaining our prior written consent. You agree not to use the Licensed Material in any manner that is disparaging or that otherwise portrays Protica in a negative light. We reserve all of our rights in the Licensed Material, and all other intellectual property rights. We may revoke the rights granted to you pursuant to this section at any time by giving you written notice. You shall obtain no rights in and to the Licensed Material. The rights granted to you pursuant to this section shall terminate upon the effective date of the expiration or termination of this Agreement.

8. Non-exclusive Limited License and Use of Affiliate Logos and Trademarks
You grant to us a non-exclusive license to utilize your names, titles, logos, and trademarks (collectively the "Referral Marks"), and to advertise, market, promote, and publicize in any manner our rights hereunder; provided, that we shall not be required to so advertise, market, promote, or publicize. You hereby represent and warrant that you are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to us the license to use same in the manner contemplated herein, and such grant does not or will not breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon you; or infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity. This license shall terminate upon the effective date of the expiration or termination of this Agreement.

9. Obligations Regarding Your Site
You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. You hereby represent and warrant to us that materials posted on your site do not violate or infringe upon the rights of any third party, and that materials posted on your site are not libelous or otherwise illegal. We disclaim all liability for all such matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses relating to the development, operation, maintenance, and contents of your site.

10. Term of the Agreement
The term of this Agreement will begin upon our acceptance of your Affiliate Application and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. You are only eligible to earn a commission on sales occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.

11. Modification
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion. Notice of any change by e-mail, to your address on our records, or the posting on our site of a change notice or a new agreement, is considered sufficient notice to you of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliate rules. If any modification is unacceptable to you, your recourse is to terminate this Agreement. Your continued participation in the Affiliate following our posting of a change notice or a new agreement on our site will constitute binding acceptance of the change.

12. Relationship of Parties
You and Protica are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. 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 otherwise, that reasonably would contradict anything in this Section.

13. Disclaimers
We make no express or implied warranties or representations with respect to the Affiliate Program or any product or other items sold through the Affiliate Program (including, without limitation, warranties of fitness, merchantability, non-infringement, 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.

14. Representations and Warranties
You hereby represent and warrant to us as follows:

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.

The execution, delivery, and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate: any provision of law, rule, or regulation to which you are subject; any order, judgment, or decree applicable to you or binding upon your assets or properties; any provision of your by-laws or certificate of incorporation, or any agreement or other instrument applicable to you or binding upon your assets or properties.

No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by you in connection with the execution, delivery, and performance of this Agreement or the taking by you of any other action discussed herein.

There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against you, or any affiliate of yours, with respect to the execution, delivery, or consummation of this Agreement, or with respect to your trademarks, and, to the best of your knowledge, there is no basis for any such claim, action or proceeding.

15. Confidentiality
Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal. Notwithstanding the aforementioned, the following information will not be held confidential if: it is now public knowledge or subsequently becomes public through no breach of this Agreement; it is rightfully in the non-disclosing party's possession prior to receiving it from the party claiming it as confidential or proprietary; a third party discloses the information through no breach of this Agreement; or it is independently developed by or for a party to this Agreement without reliance upon confidential information received from the party claiming confidentiality.

16. Limitations 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 Affiliate 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 Affiliate will not exceed the total commission fees paid or payable to you under this Agreement.

17. Indemnification
You hereby agree to indemnify, defend, and hold harmless Protica, its subsidiaries, parent company, 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 (a) any claim that our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or another proprietary right of any third party, (b) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (c) any claim related to your site including, without limitation, content therein not attributable to us.

18. Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

19. Governing Law
This Agreement will be governed by the laws of the United States and the state of Delaware, without reference to rules governing choice of laws.

20. Arbitration
If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed upon mediator in the following location: Philadelphia, PA. The parties shall share any costs and fees other than attorney fees associated with the mediation equally. If it proves impossible to arrive at a mutually satisfactory solution through mediation, the parties agree to submit the dispute to binding arbitration in the following location: Philadelphia, PA. The parties agree that the binding arbitration will be conducted under the rules of the American Arbitration Association. Judgment upon the award rendered by the arbitrator may be entered in any court with jurisdiction to do so.

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