This Breo Design Affiliate Program Service Agreement (this "Agreement") is entered into by and between Breo Design, L.L.C., a/an Georgia Limited Liability Company ("Breo Design") and you, and is made effective as of the date of electronic acceptance. . This Agreement sets forth the terms and conditions of your use of the Breo Design Affiliate Program (the "Breo Design Affiliate Program" or the "Services").
Your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement, along with Breo Design’s Universal Terms of Service Agreement, which is incorporated herein by reference.
The terms "we", "us" or "our" shall refer to Breo Design. The terms "you", "your", "User" or "Affiliate" shall refer to any individual or entity who accepts this Agreement. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
Breo Design, in its sole and absolute discretion, may change or modify this Agreement, and the Universal Terms of Service Agreement which is incorporated herein, at any time, and such changes or modifications shall be effective immediately upon the earlier of (i) our email notification to you advising you of such changes or modifications or (ii) your electronic acceptance of this Agreement after such changes or modifications have been made to this Agreement.
Breo Design grants you a non-exclusive, non-transferable limited license to use the Breo Design Affiliate Program in accordance with the terms and conditions set forth herein.
The Breo Design Affiliate Program allows you to provide a platform for advertising Breo Design via your "Web Site" or "Publishing Location" (such as an electronic newsletter or blog), thereby driving traffic to Breo Design’s Web Site or Web Site content, whereby you may earn a portion of the revenue generated (a "Commission Payment") if a person or entity that is not you (a "Visitor") purchases a Breo Design product or service after being referred to Breo Design’s Web Site or Web Site content from an internet hyperlink (a "Link") contained on your Web Site or Publishing Location.
After being referred to Breo Design’s Web Site or Web Site content from a Link contained on your Web Site or Publishing Location, Visitors have thirty (30) days to complete their purchase in order for you to receive a Commission Payment. Should the Visitor click on another Web Site or Publishing Location’s Link that is not controlled by you, or return to the Breo Design Web Site via another source-coded advertising Link during the initial forty-five (45) days, your Link will be overwritten and you will not receive a Commission Payment for that Visitor’s purchase. All Breo Design products and services offered on our Web Site will be eligible for a Commission Payment except for products and services offered directly by Breo Design.
You acknowledge and agree that only purchases completed through Breo Design’s Web Site or Web Site content will be eligible for a Commission Payment. No purchases taken or completed througn any other avenue other than through the Breo Design Web Site will be eligible for a Commission Payment.
You acknowledge and agree that your Web Site or Publishing Location shall not (and shall not enable others to):
You acknowledge and agree that Breo Design may terminate your Services (a) if you, your Web Site or your Publishing Location violates, as determined by Breo Design in its sole and absolute discretion, any of the aforementioned restrictions or additional restrictions, (b) for non-payment of fees, including the Administrative Fee (as hereinafter defined), and/or (c) if your Web Site or Publishing Location is not live, is under construction, or is a personal homepage or other personal site.
Breo Design shall use commercially reasonable efforts to provide you with accurate daily estimates of the revenue your Web Site or Publishing Location generates. You acknowledge and agree that any daily estimates do not represent an exact determination of your Commission Payment and the exact amount of your Commission Payment, as determined at the end of the applicable revenue generating period, may be different. Additionally, in calculating your Commission Payment, amounts may include fractions of a cent. Breo Design shall use commercially reasonable efforts to round these amounts to the nearest cent in a manner so as to benefit you. However, you acknowledge and agree that in calculating your Commission Payment Breo Design's determination regarding the same shall be the final and binding determination. Upon your cancellation of the Services, any funds remaining in your Breo Design Affiliate Program account after the deduction of the Administrative Fee shall be paid to you in accordance with your selected payment option and Breo Design's payment schedule.
Commission Payments will be based on twenty percent (10%) of the total checkout amount in the Visitor’s shopping cart after any applicable discounts or product exclusions.
Breo Design will hold the initial Commission Payment on all orders for thirty (30) days from the purchase date. After this time, Commission Payments will be paid out in accordance with the provisions below and will represent Commission Payments earned in the immediately preceding month or quarter, as the case may be, less any applicable fees and/or charge backs. Commission Payments may be debited or withheld on any orders refunded for fraud or charged back by the issuing bank.
Breo Design reserves the right to extend the payment date on orders suspected of fraudulent or abusive activity.
The payout date is the date that the Commission Payment is sent to you. Commission Payments may be paid by PayPal®, or check.
Domestic Affiliates utilizing PayPal will be paid out monthly on the first (1st) day of the month. Should the first (1st) day of the month fall on a Saturday, the payout date will be on the following business day. Should the first (1st) day of the month fall on a Sunday or holiday, the payout date will be on the next business day. A Twenty-Five Dollar ($100.00) minimum threshold is required before payment will be made to those accounts. If the payment amount exceeds $10,000.00, it will be split into two PayPal payment transactions. Please refer to the PayPal account set-up requirements for your country, which may be found here, to ensure your PayPal account has the ability to receive payments from third parties. Transaction fees for PayPal will be the responsibility of the Domestic Affiliate and will automatically be deducted from your Commission Payment.
Domestic Affiliates who fail to choose PayPal as their payment option will receive their Commission Payment via paper check, which shall be mailed out monthly on the last day of the month. Should the last day of the month fall on a Saturday, checks will be mailed out on the following business day. Should the last day of the month fall on a Sunday or holiday, checks will be mailed out on the next business day. A One Hundred Dollar ($100.00) minimum threshold is required before a check will be issued.
The payout date is the date that the Commission Payment is sent to you. Commission Payments may be paid by PayPal® or check.
International Affiliates utilizing PayPal will be paid out monthly on the first (1st) day of the month. Should the first (1st) day of the month fall on a Saturday, the payout date will be on the following business day. Should the first (1st) day of the month fall on a Sunday or holiday, the payout date will be on the next business day. A One Hundred Dollar ($100.00) minimum threshold is required before payment will be made to those accounts. Transaction fees for PayPal will be the responsibility of the International Affiliate and will be deducted from your Commission Payment.
International Affiliates who fail to choose PayPal as their payment option will receive their Commission Payment via paper check, which shall be mailed out monthly on the last day of the month. Should the last day of the month fall on a Saturday, checks will be mailed out on the following business day. Should the last day of the month fall on a Sunday or holiday, checks will be mailed out on the next business day. A One Hundred Dollar ($100.00) minimum threshold is required before a check will be issued.
You acknowledge and agree that Breo Design only has an obligation to make Commission Payments on purchases utilizing affiliate codes that are supplied to you through Breo Design Affiliate Manager. Pending Commission Payments earned on purchases in violation of the foregoing will be reversed. Breo Design does not make Commission Payments on purchases made by Visitors with the following affiliate codes: an affiliatecoupon code not supplied to you through Breo Design Affiliate Manager, an affiliate code from an internal Breo Design code or private discount code, an affiliate code supplied in Breo Design customer emails, an affiliate coupon code supplied through other programs such as "Commission Junction", or any coupon that states on its landing page that it is "not compatible with the Breo Design Affiliate Program."
You agree that you will post your privacy policy on your Web site or Publishing Location and otherwise make it available to all Visitors. Your privacy policy must comply with all applicable laws and regulations regarding the privacy of Visitor information, be commercially reasonable, and fully and accurately disclose your collection and use of Visitor information. In addition, you must fully and accurately disclose your use of third party technology, including Breo Design’s tracking technology, use of cookies, and options for discontinuing use of such cookies.
Affiliate covenants and agrees to indemnify and hold harmless Breo Design from and against any and all claims, damages, losses, penalties, costs, expenses and fees (including without limitation reasonable attorneys’ fees) (collectively, "Claims") arising out of or in connection with (i) Affiliate’s breach of or non-compliance with this Agreement, (ii) Affiliate’s use of the Services, (iii) Affiliate’s violation or alleged violation of any applicable law, (iv) Affiliate’s violation or alleged violation of any rights of another, including violation of a person's or entity's intellectual property rights, (v) any products or services offered, sold or otherwise made available by Affiliate on Affiliate’s Web Site or Publishing Location, (vi) Affiliate’s acts or omissions in using, displaying or distributing any Links obtained from the Breo Design Affiliate Program or elsewhere, including but not limited to Affiliate’s use of Links via email distribution, or (vii) any assertion that Breo Design is obligated to pay taxes in connection with a Commission Payment made by Breo Design to Affiliate pursuant to this Agreement. In the context of this Section only, the term "Breo Design" shall include Breo Design’s officers, directors, employees, agents, representatives, contractors, and any entity that controls, is controlled by, or is under common control with, Breo Design. Affiliate’s indemnification obligations set forth in this Section shall survive the expiration or termination of this Agreement.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns.
Subject to the terms and conditions of this Agreement and Breo Design's policies and procedures, Breo Design shall use commercially reasonable efforts to attempt to provide the Breo Design Affiliate Program on a twenty-four (24) hours a day, seven (7) days a week basis throughout the term of this Agreement. You acknowledge and agree that from time to time the Breo Design Affiliate Program may be inaccessible or inoperable for any reason, including, without limitation:
You acknowledge and agree that Breo Design has no control over the availability of the Breo Design Affiliate Program on a continuous or uninterrupted basis, and assumes no liability to you or any other party with regard thereto.
Breo Design explicitly reserves the right, in its sole and absolute discretion, to:
If Breo Design terminates your license to use the Breo Design Affiliate Program, Breo Design may, in its sole and absolute discretion, remove and destroy any data and files stored by you on its servers. Breo Design has no obligation to monitor your use of the Breo Design Affiliate Program, but reserves the right to do so.
Notwithstanding anything to the contrary in this Agreement, in addition to any and all other rights and remedies to which Breo Design is entitled, Breo Design specifically reserves the right to:
You acknowledge and agree that the Breo Design Affiliate Program, the names, trademarks, and logos of Breo Design, and all related product and service names, design marks and slogans (the "Breo Design Trademarks"), are the sole and exclusive property of Breo Design, and your use of the Breo Design Trademarks shall inure to the benefit of Breo Design. You are not authorized to use the Breo Design Trademarks in any advertising, publicity, or other commercial venture except by displaying in an unaltered state the icons, buttons, banners, graphics, files, or content contained in Breo Design's Links as provided in this Agreement.
You agree not to utilize, advertise, or otherwise promote any mark of Breo Design in the headline or description copy associated with pay-for-placement search engines or paid search engine advertising and you may not bid on any mark of Breo Design on any pay-for-placement search engines.
The titles and headings of this Agreement are for convenience and ease of reference only and shall not be utilized in any way to construe or interpret the agreement of the parties as otherwise set forth herein. Each covenant and agreement in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Universal Terms of Service Agreement. In the event there is a conflict between the provisions of this Agreement and the provisions of the Universal Terms of Service Agreement, the provisions of this Agreement shall control.
Revised: 7/19/2010
Copyright © 2009-2010 Breo Design, L.L.C. All Rights Reserved.