Affiliate Agreement
Effective Date: Match 06, 2006
Welcome to the New Pcs Solution Affiliate Agreement ("Agreement"). This Agreement sets forth the terms and conditions under which newpcssolution.com makes the New Pcs Solution Affiliate ProgramTM ("Affiliate Program") available to you. By becoming a New Pcs Solution Affiliate and using the Affiliate Program you expressly agree to be bound by and follow all terms and conditions set forth in this Agreement. If you do not agree to be bound by this Agreement, your sole recourse is not to participate in the Affiliate Program.
newpcssolution.com reserves the right to add, delete and/or modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting a change notice or a new agreement on the newpcssolution.com Web Site. In the event of substantive changes to the terms of this Agreement, you may be notified by email. If any modification is unacceptable to you, your only recourse is to terminate this Agreement and your participation in the Affiliate Program. Your continued participation in the Affiliate Program following posting of a change notice or new agreement on the newpcssolution.com Web Site will constitute binding acceptance of the changes.
1. General Rules
1.1 The newpcssolution.com Terms of Service and the newpcssolution.com Privacy Policy are incorporated herein by this reference. As an Affiliate you will continue to be bound by the newpcssolution.com Terms of Service and the newpcssolution.com Privacy Policy. For purposes of clarity, the Affiliate Program is deemed part of the "newpcssolution.com Services," and all initially-capitalized terms not defined in this Agreement shall have the meaning set forth for such term in the Terms of Service and/or the Privacy Policy, and any disputes you may have resulting from your participation in the Affiliate Program will be subject to confidential binding arbitration in accordance with Section 12 of the Terms of Service. In the event of an inconsistency between this Agreement and the newpcssolution.com Terms of Service this Agreement shall control.
2. Becoming a New Pcs Solution Affiliate
2.1 Eligibility. newpcssolution.com will only knowingly provide the Affiliate Program to parties that can lawfully enter into and form contracts under applicable law. If you are under the age of 18, but at least 13 years of age, you may participate in the Affiliate Program only under the supervision and consent of a parent or legal guardian who agrees to be bound by this Agreement. The Affiliate Program is not intended for children under the age of 13.
2.2 Opening an Account. To become an Affiliate and have the right to participate in the Affiliate Program, you must enroll in the Affiliate Program by opening an Affiliate account ("Account") with newpcssolution.com through its online registration process.
2.3 Contact Information. You must provide newpcssolution.com with accurate and complete contact and payment information when you open an Account. You must immediately notify newpcssolution.com if any of your contact or payment information changes. If you do not provide newpcssolution.com with complete, accurate, and updated contact information, you may not be eligible to receive commissions based on your participation in the Affiliate Program.
2.4 Account Security. You will need to select a password if you open an Account. You will be solely and exclusively responsible for keeping your password confidential and all use of your password and Account, including, without limitation, any use by any third party. You must notify newpcssolution.com immediately if you believe your password has been or may be obtained or used by any unauthorized person or entity. In addition, you must notify newpcssolution.com immediately if you become aware of any other breach or attempted breach of the security of your Account or the newpcssolution.com Service.
3. Your Obligations
3.1 You must use the Affiliate Program in a manner that demonstrates common sense and respect for the rights of newpcssolution.com and third parties. You must comply with the Affiliate Guidelines and any other applicable guidelines set forth in the newpcssolution.com Content Usage Policy.
3.2 Special Links. As a member of the Affiliate Program, newpcssolution.com will provide you with special "tagged" link formats ("Special Link(s)") to be used in linking to the newpcssolution.com Web Site. The Special Links will permit tracking, reporting, and commission calculations. You must ensure that each of these links properly utilize the Special Link formats. You will only earn commissions on activities occurring on the newpcssolution.com Web Site if such activity was originated from properly formatted Special Links. newpcssolution.com will not be liable to you for any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts, which may otherwise be paid to you pursuant to this Agreement.
3.3 Use of Special Links. newpcssolution.com will provide you with the Special Links and graphical artwork to use in linking to the newpcssolution.com Web Site. You must use the Special Links in accordance with the terms and conditions in this Agreement and the Affiliate Guidelines. The Special Links will include, without limitation, one or more of the following types of links to the newpcssolution.com Web Site:
(a) Portal Page Links
(b) Category Links
(c) Search Results Link
(d) Banner Links
(e) General Link To newpcssolution.com Home Page
(f) Product Links
(g) Participating Shops
4. Customers Purchasing Via the Affiliate Program.
4.1 Order Processing and Reporting. newpcssolution.com will process all product orders placed by customers who follow Special Links to the newpcssolution.com Web Site ("Customers"). newpcssolution.com reserves the right to reject orders that do not comply with any requirements that newpcssolution.com has and may periodically establish. newpcssolution.com will be responsible for all aspects of order processing and fulfillment. Among other things, newpcssolution.com will prepare order forms, process payments and handle customer service. newpcssolution.com will track sales made to Customers who purchase products using Special Links from your web site to the newpcssolution.com Web Site and will make available to you reports summarizing sales activity. newpcssolution.com will use commercially reasonable efforts to present accurate information in the reports, but newpcssolution.com cannot guarantee the accuracy of the reports.
4.2 Customers. Customers who buy products through the Affiliate Program will be deemed to be customers of newpcssolution.com. Accordingly, all of the newpcssolution.com rules, policies, and operating procedures concerning customer orders, customer service and product sales will apply to those Customers. newpcssolution.com may change the newpcssolution.com policies and operating procedures at any time. Product prices and availability may vary from time to time, and such price changes may affect products that you already have listed on your web site. newpcssolution.com will use commercially reasonable efforts to present accurate information, but newpcssolution.com cannot guarantee the availability or price of any particular product.
5. Affiliate Commissions and Reporting.
| Commission Type |
Percentage |
| Product Sale (as defined below) |
10% |
Product Sale and Services Commissions
As an Affiliate you will earn a ten percent (10%) commission of the retail price minus any discounts for each sale of a Qualifying Product if the sale originated from a Special Link, in accordance with the Affiliate Agreement.
5.1 Affiliate Commissions. newpcssolution.com will pay you commissions in accordance with this Agreement and the Affiliate Commission Schedule ("Commissions"). The Affiliate Commission Schedule is incorporated herein by this reference. New Pcs Solution Affiliates can earn commissions on the following types of transactions:
(a) newpcssolution.com will pay you a commission on qualifying sales originating from Special Links on your web site or web space in accordance with the then current Affiliate Commission Schedule (link); and
(b) newpcssolution.com will also pay you a commission on sales made by new users you recruit to become newpcssolution.com Shopkeepers in accordance with the then current Affiliate Commission Schedule.
5.2 Payment of Commissions.
(a) Payment Terms. newpcssolution.com will pay you Commissions on a monthly basis. Within 30 days following the end of each calendar month, newpcssolution.com will send you a check for the Commissions you have earned for the relevant month. However, if the Commissions payable to you for any month are less than $25.00, newpcssolution.com will hold your Commissions until the total amount due is at least $25.00 or until this Agreement is terminated.
(d) Processing Fees. If newpcssolution.com owes you accrued Commissions that are less than $25.00 for at least 365 days, then newpcssolution.com may send you payment of such accrued Commissions minus a $5 processing fee. If the amount of accrued Commissions is under $5 for at least 365 days, such amount will be used to cover newpcssolution.com's administrative costs and no payment will be made to you.
(e) Charitable Contribution. Unless you and newpcssolution.com otherwise agree in writing, newpcssolution.com may remit any payment otherwise due to you as a contribution in your name to a 501(c)(3) charitable nonprofit organization of newpcssolution.com's choice (or any charity agreed upon in writing by you and newpcssolution.com) if: (i) you fail to provide newpcssolution.com with accurate and complete contact information; and (ii) the funds remain outstanding for more than 12 months. If newpcssolution.com makes such a contribution, its obligation to you shall be reduced by the amount of that contribution.
(f) Termination Fees. If you or newpcssolution.com terminate your Account, and you have less than $25 in accrued but unpaid Commissions then outstanding, newpcssolution.com may charge you a $5 processing fee when sending you your final payment to cover its administrative costs.
6. Identifying Yourself As An Affiliate.
6.1 Logo. newpcssolution.com will make available to you a small graphic image that identifies you as a New Pcs Solution Affiliate Program participant. You must display this logo or the phrase "In affiliation with newpcssolution.com" somewhere on your web site or web space. newpcssolution.com may modify the text or graphic image of this notice from time to time. In addition, newpcssolution.com encourages (but does not require) you to include a Special Link on your web site to the newpcssolution.com home page at http://www.newpcssolution.com.
6.2 All other Communications. Except as provided for in the Affiliate Guidelines, you may not make any press release with respect to this Agreement or your participation in the Affiliate Program without newpcssolution.com's prior written consent, which may be given or withheld in its sole discretion.
7. Limited Licenses.
7.1 newpcssolution.com License to You of Logo and Links. newpcssolution.com grants you a limited nonexclusive, nontransferable, revocable right to use the graphic images and text provided to you by newpcssolution.com, for use on your web site or web space, solely for the purpose of identifying your web site or web space as an Affiliate Program participant and to assist in generating Commissions. In addition, newpcssolution.com grants you a limited, nontransferable, nonexclusive, worldwide right to reproduce and use all graphic images and other materials provided to you, solely for the purpose of creating Special Links connecting your web site or web space to the newpcssolution.com Web Site and promoting the sale of products on the newpcssolution.com Web Site. All product images must be served by the newpcssolution.com Web Site and cannot be used in any form other than the form provided by newpcssolution.com. You may not modify the graphic images or text, or any other of the newpcssolution.com images, in any way. newpcssolution.com may revoke your license at any time by giving you written notice. newpcssolution.com reserves all of its rights in the graphic images, text, any other images, newpcssolution.com trade names and trademarks, and all other intellectual property rights. Any and all rights in and to newpcssolution.com's intellectual property shall inure to the benefit of newpcssolution.com.
8. Indemnification.
As you are bound by the Terms of Service in using the Affiliate Program, you must indemnify, defend and hold newpcssolution.com harmless for any claim arising out of, relating to, or connected with your alleged breach of the Terms of Service in using the Affiliate Program in accordance with Section 9 of the Terms of Service. You must also indemnify, defend, and hold newpcssolution.com harmless based on any claim alleging facts that, if true, would constitute a breach of this Agreement. You also agree that covered claims under this indemnity obligation shall include, without limitation (a) any claim that newpcssolution.com's use of any images provided via your web site or web space infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party; and/or (b)any claim related to your web site, including, without limitation, content therein not attributable to newpcssolution.com. newpcssolution.com may withhold any Commissions that it owes you if you have to indemnify newpcssolution.com.
9. Term and Termination.
9.1 Term. The term of this Agreement will begin upon newpcssolution.com's acceptance of your Affiliate Program application and will end when terminated by either party.
9.2 newpcssolution.com Termination. In its sole discretion, with or without notice to you, newpcssolution.com may terminate your participation in the Affiliate Program and terminate your Account. If newpcssolution.com determines, in its sole discretion, that you are abusing the system, the newpcssolution.com Service and/or the CafePress Affiliate Program, newpcssolution.com may (without limiting any other rights or remedies available to it) withdraw your participation and withhold any Commissions payable to you.
9.3 Your Termination. You may terminate your Account for any reason at any time by visiting the "Close Account" page within the members area (Your Account > Account Login Info > Close Account).
9.4 Effect of Termination. You can only earn Commissions 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. newpcssolution.com may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your web site, all links to the newpcssolution.com Web Site, product images from the newpcssolution.com database, all newpcssolution.com trademarks, trade dress and logos, all Special Links, and all other materials provided by or on behalf of newpcssolution.com to you pursuant hereto or in connection with the Affiliate Program.
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