Below is a copy of our affiliate terms of service you agree to in promoting Best of the Web.
Our terms are subject to change at any point.
BE LOCAL, INC. AFFILIATE AGREEMENT
This agreement (the “Agreement”) is made this ___ day of ____________, 2021, between Be Local, Inc., DBA Best of the Web, (the “Company”), located at 1700 W. Market St., Suite 205,
Akron, Ohio 44313 and ___________________________________________________________________ located at _________________________________________________ (the “Affiliate”), and collectively, the “Parties” for participation in The Company’s affiliate program.
WHEREAS: Affiliate wishes to promote the BestoftheWeb.Com website and perform internet marketing to recruit businesses to participate in the website’s programs.
NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agree as follows:
PROMOTIONAL MATERIALS. Company shall make available to Affiliate certain banner advertisements, button links, text links, and/or other graphic or textual material for display and use by the Affiliate (the “Promotional Materials”). Affiliate shall display the Promotional Materials on Affiliate’s promotional materials prominently and as Affiliate sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement. Affiliate shall also include a link from the Promotional Materials to Company’s website, as specified by Company.
2. USE OF PROMOTIONAL MATERIALS. The Affiliate’s use and display of the Promotional Materials on the Affiliate’s site shall conform to the following terms, conditions and specifications:
a. Affiliate may not use any graphic, textual or other materials to promote Company’s website, products or services other than the Promotional Materials, unless Company agrees to such other materials in writing prior to their display.
b. Affiliate may only use the Promotional Materials for the purpose of promoting Company’s website (and the products and services available thereon), and for linking to Company’s website.
c. Affiliate will not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by Company. If Affiliate wishes to alter or otherwise modify the Promotional Materials, Affiliate must obtain prior written consent from Company for such alteration of modification.
d. The Promotional Materials will be used to link only to Company’s website, to the specific page and address as specified by Company.
e. Before using any promotional material the Affiliate will provide a sample to the Company for approval.
3. LICENSE. Company hereby grants to Affiliate a nonexclusive, nontransferable license (the “License”) to use the Promotional Materials as specified under the terms and conditions of this Agreement. The term of the License shall expire upon the expiration or termination of this Agreement.
4. INTELLECTUAL PROPERTY. Company retains all right, ownership, and interest in the Promotional Materials, as well as the Company’s rights in any copyright, trademark, or other intellectual property in the Promotional Materials. Nothing in this Agreement shall be construed to grant Affiliate any rights, ownership or interest in the Promotional Materials, or in the underlying intellectual property, other than the rights to use the Promotional Materials granted under the License, as set forth in Section 3.
5. RELATIONSHIP OF PARTIES. This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Company and Affiliate. Affiliate shall provide services for Company as an independent contractor. Affiliate shall have no authority to bind Company into any agreement, nor shall Affiliate be considered to be an agent of Company in any respect.
a. In exchange for Affiliate’s efforts to recruit business to the BestoftheWeb.Com website, and for Affiliate’s compliance with and performance of the terms and conditions of this Agreement, Company shall pay to Affiliate a commission (the “Commission”) in the amount of 25% of the fees paid to Company (net of any sales or use tax) to a user that accesses Company’s website through a link on Affiliate’s website. The Commission is subject to change by the Company at any time provided that notification to Affiliate of any change in commission percentage is given by Company at the email address on hand for the Affiliate. Commission will be based on purchases made by a user for any new and recurring purchases for the life of the registered user so long as this Agreement has not been terminated.
b. Company shall keep accurate and up-to-date records of the data used to determine the total amount of Commissions owed to Affiliate. Affiliate shall be given reasonable access to these records upon request. Any discrepancy between the amount of Commission owed according to these records, and the actual amount of Commissions paid to Affiliate in any period or periods shall be rectified by Company within 14 days of discovering such discrepancy.
c. Company shall pay all Commissions accrued and payable to Affiliate within 15 days of the first day of each month (the “Commission Payment Date”). If on any Commission Payment Date the amount of total Commissions accrued and payable to Affiliate is less than $250.00, then such accrued and payable balance shall be held over to the following month, and paid together with the Commissions due for that month.
d. In the event of any chargeback’s the Company will deduct the total of the chargebacks from the next payment to the Affiliate (including any Bank charges charged to the Company for those chargebacks.)
e. If the Affiliate does not reach a $250.00 of accrued commissions in a six-month period the commission will be forfeit.
f. Commission payments will be made via PayPal to the PayPal account provided to the Company by Affiliate. All Commissions will be paid in U.S. dollars.
g. The Affiliate’s W8 or W9 form must be on file with the Company before payment can be released. The Company cannot accept digitally signed W8 or W9 documents so all forms must be signed with a physical signature unless issued by the Company. We reserve the right to reject a W8 or W9 form the Company deems to be incorrect or incomplete.
h. In the event that Affiliate breaches this Agreement, Company may immediately terminate this Agreement. Any accrued and payable Commissions owing to Affiliate shall be forfeited, and Company shall not be obligated to pay such Commissions to Affiliate.
7. AFFILIATE’S REPRESENTATIONS AND WARRANTIES.
AFFILIATE REPRESENTS AND WARRANTS THE FOLLOWING:
A. AFFILIATE HAS THE LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO BE BOUND TO THE PROMISES, COVENANTS, AND OTHER DUTIES SET FORTH IN THIS AGREEMENT.
B. AFFILIATE’S PROMOTIONAL MATERIALS DO NOT CONTAIN ANY MATERIALS THAT ARE:
a. SEXUALLY EXPLICIT, OBSCENE, OR PORNOGRAPHIC;
b. OFFENSIVE, PROFANE, HATEFUL, THREATENING, HARMFUL, DEFAMATORY, LIBELOUS, HARASSING, OR DISCRIMINATORY (WHETHER BASED ON RACE, ETHNICITY, CREED, RELIGION, GENDER, SEXUAL ORIENTATION, PHYSICAL DISABILITY, OR OTHERWISE);
c. GRAPHICALLY VIOLENT, INCLUDING ANY VIOLENT VIDEO GAME IMAGES; OR
d. SOLICITOUS OF ANY UNLAWFUL BEHAVIOR
C. AFFILIATE HAS OBTAINED ANY NECESSARY CLEARANCES, LICENSES, OR OTHER PERMISSION FOR ANY INTELLECTUAL PROPERTY USED ON AFFILIATE’S WEBSITE. NOTHING ON AFFILIATE’S WEBSITE INFRINGES UPON THE INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON OR ENTITY. NO PERSON OR ENTITY HAS BROUGHT OR THREATENED AN ACTION CLAIMING SUCH INFRINGEMENT, NOR DOES AFFILIATE HAVE ANY REASON TO BELIEVE THAT ANY PERSON OR ENTITY WILL BRING OR THREATEN SUCH A CLAIM IN THE FUTURE.
D. AFFILIATE WILL NOT USE THE PROMOTIONAL MATERIALS IN ANY MANNER OTHER THAN THOSE SET FORTH IN SECTION 2 ABOVE.
E. AFFILIATE WILL NOT MAKE ANY CLAIM TO OWNERSHIP OF THE PROMOTIONAL MATERIALS, OR OF THE COPYRIGHT, TRADEMARK, OR OTHER INTELLECTUAL PROPERTY THEREIN.
F. AFFILIATE WILL NOT PUBLISH OR OTHERWISE DISTRIBUTE ANY ADVERTISING MATERIALS FOR AFFILIATE’S WEBSITE THAT REFERENCE COMPANY OR COMPANY’S WEBSITE UNLESS COMPANY GIVES PRIOR WRITTEN CONSENT TO THE DISTRIBUTION OF SUCH MATERIALS. AFFILIATE WILL NOT USE COMPANY’S NAME (OR ANY NAME THAT IS CONFUSINGLY SIMILAR TO COMPANY’S NAME) FOR ANY PURPOSE ON ITS WEBSITE, IN ITS PROMOTIONAL MATERIALS, OR IN ANY OTHER CONTEXT EXCEPT TO PROMOTE COMPANY’S WEBSITE AS SPECIFIED IN THIS AGREEMENT. AFFILIATE WILL NOT REGISTER ANY DOMAIN NAME THAT INCORPORATES COMPANY’S NAME, OR THAT IS CONFUSINGLY SIMILAR TO COMPANY’S NAME.
G. AFFILIATE WILL NOT ENGAGE IN THE DISTRIBUTION OF ANY UNSOLICITED BULK EMAILS (SPAM) EXCEPT IN A MANNER APPROVED BY LAW.
H. AFFILIATE AGREES TO ABIDE BY ALL APPLICABLE LAWS AND TERMS, MAINLY TCPA FOR SMS MARKETING, ETC. WHEN IT COMES TO SELLING U.S. LEADS GATHERED THROUGH PHONE CALLS OR FORM/TEXT LEADS.
8. INDEMNIFICATION. AFFILIATE SHALL INDEMNIFY COMPANY AND HOLD COMPANY HARMLESS FROM ANY CLAIM, DAMAGE, LAWSUIT, ACTION, COMPLAINT, OR OTHER COSTS ARISING OUT OF ANY BREACH OF AFFILIATE’S WARRANTIES SET FORTH IN SECTION 7 ABOVE. AFFILIATE SHALL ALSO INDEMNIFY AND HOLD COMPANY HARMLESS FOR ANY DAMAGE, LOSS OR OTHER COST ARISING OUT OF THE USE OR MISUSE BY AFFILIATE OF THE PROMOTIONAL MATERIALS. COMPANY MAY, AT COMPANY’S SOLE DISCRETION ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY AFFILIATE. THE ASSUMPTION OF SUCH DEFENSE OR CONTROL BY COMPANY SHALL NOT EXCUSE ANY OF AFFILIATE’S INDEMNITY OBLIGATIONS.
9. CONFIDENTIALITY. Any information that Affiliate is exposed to by virtue of its relationship with Company under this Agreement, which information is not available to the general public, shall be considered to be “Confidential Company Information.” Affiliate may not disclose any Confidential Company Information to any person or entity, except where compelled by law, unless Affiliate obtains prior written consent for such disclosure from Company.
10. TERM OF AGREEMENT.
a. This Agreement shall take effect immediately, and shall remain in full force and effect indefinitely, or until terminated pursuant to this Section 10.
b. Either Party shall have the right to terminate this Agreement at any time and for any cause, or for no cause.
c. The Warranty, Indemnification and Limitation of Liability sections of this Agreement shall survive any termination.
11. Taxes. Company shall not be responsible for any taxes owed by Affiliate arising out of Affiliate’s relationship with Company as set forth in this Agreement. Company shall not withhold any taxes from the Commissions paid to Affiliate with the exception of any sales or use taxes paid by the Company. Since the Affiliate is an Independent contractor, the Company will not withhold FICA or taxes of any kind from any payments which it owes the Affiliate. The Affiliate and/or its employees shall not be entitled to receive any benefits which employees of the Company are entitled to receive and shall not be entitled to worker's compensation, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pension, profit sharing, or Social Security on account of work performed under this Agreement. The Affiliate will pay its employees and will pay any and all taxes, FICA, worker's compensation, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pension, profit sharing and other benefits for the Affiliate and its employees, servants, and agents.
Affiliate hereby acknowledges that they are responsible for their own safety while performing their services. In no event will Company be responsible for any injuries incurred by the the Affiliate or its agents while performing the Work.
12. LIMITATION OF LIABILITY. COMPANY SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS OR COSTS, OR FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING COSTS ASSOCIATED WITH THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (WHETHER COMPANY WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE), ARISING OUT OF OR ASSOCIATED WITH ANY LOSS, SUSPENSION OR INTERRUPTION OF SERVICE, TERMINATION OF THIS AGREEMENT, USE OR MISUSE OF THE PROMOTIONAL MATERIALS, OR OTHER PERFORMANCE OF SERVICES UNDER THIS AGREEMENT.
13. COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement. Counterparts may be electronically signed.
14. SEVERABILITY. If any provision, or portion thereof, of this Agreement is held by a court of competent jurisdiction to be invalid under any applicable statute or rule of law, the Parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement and further agree to substitute for the invalid provision a valid provision which most closely approximates the intent and economic effect of the invalid provisions.
15. HEADINGS. The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.
16. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between Company and Affiliate, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.
17. REVIEW OF AGREEMENT. The Parties each acknowledge and agree that they have reviewed this Agreement in its entirety, and every part thereof, and that they understand the Agreement. They further acknowledge and agree that they have had the opportunity to review this Agreement and otherwise consult with their independent counsel as to the Agreement, and that the terms and conditions hereof adequately and correctly reflect their respective understandings of the subject matter hereof.
18. EQUAL NEGOTIATIONS. This Agreement has been generated pursuant to the equal negotiations and advice of the Parties and their counsel. Accordingly, this Agreement should not be construed more favorably or unfavorably as to any party hereto.
19. FORCE MAJURE. Neither party shall be liable for delays or nonperformance of this Agreement caused by strike, fire, weather or accidents, nor shall either party be liable for delay or nonperformance caused by lack of availability of materials, fuel or utilities or for any other cause beyond its control.
21. DISPUTES. In the event of a dispute, the Parties agree to attempt to resolve the dispute prior to taking any other action. Affiliate’s failure to contact Company to attempt a dispute resolution prior to taking any other action will result in a breach of this Agreement by Affiliate. This Agreement and will be governed by the laws of the State of Ohio, and the courts of general jurisdiction located within Summit County, Ohio, will have exclusive jurisdiction over any and all disputes arising out of, relating to, or concerning this Agreement or any other controversy between the Parties. Affiliate hereby waives any right to a trial by jury in the event of any controversy or claim relating to this Agreement. In addition to the foregoing, in the event of any breach or violation of this Agreement, the Company shall be entitled to enforce all of its legal remedies for the breach or wrongful activity including, but not limited to, seeking actual damages, the maximum amount of statutory damages under applicable statutes and Acts, profits, treble damages, and attorneys’ fees and costs. These remedies and damages are in addition to the monetary payments described above and/or any amounts otherwise due under this Agreement.
WHEREFORE, the Parties hereby acknowledge their agreement and consent to the terms and conditions set forth above through their respective signatures as contained below.
BE LOCAL, INC.
(PLACE OFFICIAL AFFILIATE NAME HERE)