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Affiliate Agreement
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1. Enrollment in the Affiliate Program/Content Restrictions
To begin the enrollment process, you will need to review the terms of
the agreement and indicate your acceptance of these terms by clicking
the button that says "I Agree" at the bottom of the page.
Once you have agreed to the terms, you will be linked to our Affiliate
Program Application. After you submit a complete Affiliate Application,
we will evaluate it in good faith and notify you of your acceptance or
rejection in a timely manner. We may reject your application if we
determine (in our sole discretion) that your site is unsuitable for the
Program for any reason, including harmful, threatening, defamatory,
obscene, sexually explicit harassing, or racially, ethically, or
otherwise objectionable, such as sites that
promote sexually explicit materials.
promote violence.
promote discrimination based on sex, religion, nationality, disability,
sexual orientation, or age.
promote illegal activities.
infringe or otherwise violate any copyright, trademark, or other
intellectual property rights.
2. Promotion of Our Affiliate Relationship
As an affiliate site, we will make available to you a variety of
graphic and textual links (each of these links referred to herein as
"Links" or, individually, as a "Link") which, subject to the terms and
conditions hereof, you may display on relevant areas of your site.
These Links are available through our
http://www.hippaclickandcomply.com/affiliate.html. The Links will serve
to identify your site as a member of our Affiliate Program and will
establish a Link from your site to ours.
3. Our Responsibilities
We will be responsible for providing all information necessary to allow
you to make appropriate Links from your site to our site, however, all
Links must be approved by us. We will be solely responsible for
processing orders placed on our site by a customer following a Link
from your site, tracking the volume and amount of sales generated by
your site, and providing information to affiliate sites regarding sales
statistics. We reserve the right to reject orders. We will be
responsible for order entry, payment processing, cancellations, and
customer service related to our site.
4. Other Responsibilities for Affiliate Sites
In utilizing the Links, you agree that you will cooperate fully with us
in order to establish and maintain such Links. In order to permit
accurate tracking and reporting, you will be responsible for ensuring
that the Links between our site and yours are properly formatted.
If you qualify and agree to participate as an affiliate site in our
Program, you shall display Links prominently in relevant areas of your
site, subject to any and all limitations herein and with our consent.
As an affiliate site in the Program, you are entitled to earn
commissions as set forth below.
We have the right based on our sole discretion to monitor your site at
any time to determine if you are in compliance with the terms of this
Agreement.
You agree that the Links will in no way affect or alter the look, feel,
or functionality of our site. Without limiting the generality of the
foregoing, you are expressly prohibited from framing our site in any
manner, including without limitation causing your site's tool bar to
appear on our site. You shall not alter, modify, or expand the Links in
any way without our express prior written consent.
5. Commission Determination
Sales of hipaaclickandcomply.com, Inc. will qualify for a commission
when all of the following conditions are met: 1) services are purchased by users linking to our site from your site through a Link, 2) hipaaclickandcomply.com, Inc has received full payment for services rendered.
Commission will be based on the aggregate amount actually paid to us, excluding amounts collected by hipaaclickandcomply.com, Inc as a result of credit card fraud.
Commission rates are as follows: Commission rate will be equal to a fixed percentage (%) of monies collected and not refunded, for our training or tracking services. The commissions paid under this Agreement are for use by you only and may not be transferred or in any manner passed on to any third party unless expressly authorized in writing by us. We will contact you and provide you with your specif commission percentage. Please email us or call to discuss commission percentages toll free 1-888-647-0770 ext 300 or email us: info@hipaaclickandcomply.com.
6. Commission Payment
When the total commissions due to you (based on qualifications listed
in section 5, ( exceed $100, we will send a commission check for the
applicable amount, less any taxes required, and a statement of activity
to you. Commission checks and statements to be paid by us in accordance with Florida and Federal law of activity will be sent
approximately 30 days after the end of every fiscal quarter. If the
balance of your account is less than $100, we will roll over the
balance to the next quarter.
7. Reports of Sales
You will be able to check your sales statistics through our affiliate
site located at http://www.hippaclickandcomply.com/affiliate.html. This
site is password protected, and you will be given a password. All
information available at: http://www.hippaclickandcomply.com/affiliate.html. , including sales
statistics, is our confidential information and is protected under
paragraph 17 herein.
8. Policies and Pricing
Customers purchasing hipaaclickandcomply.com, Inc. services through the Program will be deemed our customers. All rules, policies, terms and
conditions, and operating procedures concerning customer orders,
customer service, and hipaaclickandcomply.com product sales will apply to those customers. We may change our policies and operating procedures, including pricing, at any time. We solely will determine the prices to be charged for hipaaclickandcomply.com, Inc. services sold under the Program in accordance with our own pricing policies. You may not include price information on your site, unless pricing information is
made available on links we provide in
http://coldfusion.affiliateshop.com/Main.cfm. Prices and
availability of HIPAAClickAndComply.com, Inc. services may vary from
time to time. We will use commercially reasonable efforts to present
accurate information, but we cannot guarantee the availability or price
of any particular service.
9. Publicity/Use of Our Name
You cannot create, publish, distribute, or permit any material that
makes reference to us or uses our name or any of our trademarks without first submitting such material to us and receiving our written consent.
10. Licenses and Use of the hipaaclickandcomply.com, Inc. Logos and
Trademarks
a. We grant you a non-exclusive, non-transferable, revocable right to
1) access our site through the Links solely in accordance with the
terms of this Agreement, and 2) to use our marks and logos only in the
forms that they appear on http://coldfusion.affiliateshop.com/Main.cfm
(the "Marks") (or such other images or messages for which we granted prior express written permission, hereafter "Pre- approved Images") solely in connection with such Links and only as permitted herein. You may not alter, modify, or change the Marks or Pre-approved Images or message in any way. You are only entitled to use the Marks to the extent that you are a member in good standing of the Program.
b. You cannot make any use of any Marks or any Pre-approved Images for purposes other than Links without first submitting a sample to us and
obtaining our prior written consent. You agree that you will not in any
way dispute, or do anything to impair the validity of our rights in our
Marks, our ownership and right to use and control the use of our Marks.
You further agree that all use of our Marks by you shall inure to our
benefit of and on behalf of us and agree that nothing in this Agreement
shall give you any right, title, or interest in our Marks other than to
use the Marks in connection with this Agreement. You agree not to use
the Marks in any manner that is disparaging or that otherwise portrays
us in a negative light. We may revoke your license at any time by
giving you written notice. This license shall terminate upon the
effective date of the expiration or termination of this Agreement.
c. You grant us a non-exclusive license to utilize your names, titles,
and logos ("Affiliate Marks") to advertise, market, promote, and/or
publicize in any manner, provided however that we shall not be required
to do so. This license shall terminate upon the effective date of the
expiration or termination of this Agreement.
11. 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. Such responsibilities include, but are not limited to, the
technical operation of your site and all related equipment; the
accuracy and propriety of materials posted on your site (including but
not limited to, all http://www.hippaclickandcomply.com. product related
materials); ensuring that materials posted on your site do not violate
or infringe upon the rights of any third party and 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 including, but not limited to attorneys' fees, relating to the
development, operation, maintenance, and contents of your site.
You hereby agree that your site will not, in any way, copy or resemble
the look and feel of our site, nor will you do anything to create the
impression that your site is our site or a part of our site, including
without limitation, framing our site in any manner. You also hereby
agree that your site will not contain any content of our site or any
materials which are proprietary to hipaaclickandcomply.com , except 1) with our prior permission, or 2) the materials were obtained by you via the
http://coldfusion.affiliateshop.com/Main.cfm site in accordance with the provisions hereof or the policies or instructions thereon. You further hereby agree that your domain name does not and will not contain any of the following words: hipaaclickandcomply.com or any variation thereof.
12. Term of the Agreement
The term of this Agreement will begin upon our acceptance of your
Affiliate Program application and will end immediately when terminated
by either party. Either party may terminate this agreement at any time,
with or without cause, by giving the other party written notice of
termination. If we terminate this Agreement or notify you of a breach
by you, you shall be required to remove all Links within one (1) hour
of receipt of notice. You are only eligible to earn commission on sales
incurring during the term, and commissions earned through the date of
termination will remain payable only if the related hipaaclickandcomply.com productorders are not cancelled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
13. Modification
We reserve the right to modify any terms and conditions contained in
this Agreement at any time. You will be notified by email and a change
notice will be posted to the http://coldfusion.affiliateshop.com/Main.cfm
site. Modifications may include, but are not limited to, changes of the scope of available commissions, commission schedules, payment procedures, and Affiliate Program rules. If any modification is unacceptable to you, your only recourse and sole remedy is to terminate this Agreement. Your continued participation in the Affiliate Program following our posting of a change notice or new agreement on our site will constitute your binding acceptance of the change.
14. Relationship of Parties
The parties to this Agreement 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.
15. Disclaimers
We make no express or implied warranties or representations with
respect to the Affiliate Program or any hipaaclickandcomply.com, Inc.
services sold through the Affiliate Program (including without
limitation, warranties of fitness, merchantability, non-infringement,
or any implied warranties arising out of 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.
16. Representations and Warranties
You hereby represent and warrant to us as follows:
You will use the Links only as authorized hereunder.
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 your performance of this Agreement, and
your consummation of the transactions contemplated hereby will not,
with or without notice, lapse of time, or both, conflict or violate 1)
any provision of law, rule, or regulation to which you are subject, 2)
any provision of your by-laws or certificate of incorporation, or 3)
any Agreement or other instrument applicable to you or binding upon
your assets or properties.
You are the sole and exclusive owner of the Affiliate Marks and have
the right and power to grant us the license to use your trademarks in
the manner contemplated herein, and such grant does not and will not 1)
breach, conflict with, or constitute a default under any agreement or
other instrument applicable to you or binding upon your assets or
properties, or 2) infringe upon any trademark, trade name, service
mark, copyright, or other proprietary right of any other person or
entity.
No consent, approval, or authorization of, exemption by, or filing with
any governmental authority or third party is required in connection
with the execution, delivery, and performance of this Agreement or any
other action taken by you.
To the best of your knowledge there is no pending threatened claim,
action, or proceeding against you, or any affiliate of yours with
respect to the execution, delivery, or consummation of this Agreement,
or the Affiliate Marks. To the best of your knowledge, there is no
basis for any such claim, action, or proceeding.
You are an adult of at least 18 years of age.
17. Confidentiality
Each of the parties hereto agrees that all information including,
without limitation, the terms of this Agreement, business and financial
information, product designs, customer and vendor lists; and pricing
and sales information, concerning us, you, or any of our affiliates
shall remain strictly confidential and secret. Such information 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 1) to any person
pursuant to a subpoena issued by any court or administrative agency, 2)
to its accountants, attorney, or other agents on a confidential basis,
and 3) otherwise as required by applicable law, rule, regulation, or
legal process.
18. Limitation of Liability
WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OR REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE NETWORK, 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 NETWORK WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.
19. Indemnification
You hereby agree to indemnify and hold harmless us and our subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgements, 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 1) any claim that our use of the Affiliate Marks infringes
on any trademark, trade name, service mark, copyright, license,
intellectual property, or other proprietary right of any third party,
2) any failure or breach of any representation, warranty, covenant, or
agreement made by you herein, 3) any misuse of our name or trademarks, or 4) any claim related to your site, including, without limitation, content therein not attributable to us.
20. 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 websites that are similar
to or compete with your web site. You have independently evaluated the
desirability of participating in the affiliate network and are not
relying on any representation, guarantee, or statement other than as
set forth in this Agreement.
21. Governing Law
This agreement will be governed by the laws of the United States and
the State of Florida, without reference to rules governing choice of
laws. Any action relating to this Agreement must be brought in federal
or state courts located in Tallahassee, Florida, and you
irrevocably consent to the venue and jurisdiction of such courts. You
may not assign this agreement, by operation of law or otherwise,
without our prior written consent. However, we shall have the right to
assign our rights hereunder to any of our related or affiliated
entities. Subject to that restriction, this Agreement will be binding
on, inure to the benefit of, and enforceable against the parties and
their respective successors and assigns. Our failure to enforce your
strict performance of any provision of this Agreement will not
constitute a waiver of our right or subsequently enforce such a
provision or any other provision of this Agreement.
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