OPTIONSGEEK.COM AFFILIATE AGREEMENT
This is a legal agreement between YOU and OPTIONSGEEK, LLC. (DBA OPTIONSGEEK.COM)
Please read the entire agreement. You may print this for your records. By submitting this online application, you agree that you have read, understand and agree to the terms and conditions.
1. Overview
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in OptionsGeek.com's Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and the OptionsGeek.com web site, and to perform selected marketing activities in support of OptionsGeek.com’s subscription services. Please note that throughout this Agreement, "we," "us," "our" and OptionsGeek refer to OptionsGeek.com, and "you," "your," "yours," and “affiliate” refer to the affiliate.
2. Affiliate Obligations
2.1. To begin the enrollment process, complete the online application. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including if it:
2.1.1. Promotes sexually explicit materials
2.1.2. Promotes violence
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
2.1.4. Promotes illegal activities
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
2.1.6. Includes "OptionsGeek" or variations or misspellings thereof in its domain name
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
2.1.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are OptionsGeek.com or any other affiliated business.
2.2. As a member of OptionsGeek.com's Affiliate Program, you will have access to selected Program details including but not limited to OptionsGeek.com marketing materials, download HTML code (that provides for links to web pages within the OptionsGeek.com web site), etc. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link that we provide.
2.3. OptionsGeek.com reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.
2.4. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date regarding OptionsGeek.com content, and to notify you of any changes that we feel should enhance your performance.
2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third-party rights.
3. OptionsGeek.com Rights and Obligations
3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the requested changes to your site, we reserve the right to terminate your participation in the OptionsGeek.com Affiliate Program.
3.2. OptionsGeek.com reserves the right to terminate this Agreement and your participation in the OptionsGeek.com Affiliate Program immediately and without notice to you should you commit fraud in your use of the OptionsGeek.com Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, OptionsGeek.com shall not be liable to you for any commissions for such fraudulent sales.
3.3. This Agreement will begin upon our approval of your Affiliate application and notification to you thereof, and will continue unless terminated hereunder.
4. Commissions and Referral Fees
As an approved OptionsGeek.com affiliate, you may earn commissions for affiliate services.
4.1.1. Access to Affiliate Dashboard
OptionsGeek has selected ThriveCart to provide the Affiliate Dashboard functions to you accessible through a web browser at the URL:
https://thrivecart.com/signin/
Upon registration you will create a password so that you may enter the Affiliate Dashboard. From this site you will be able to receive reports that will detail the clicks on your affiliate links, the purchases by users referred by you and commissions due to you.
4.1.2. Commission Structure
a. The commission structure can vary among different affiliates.
b. The commission Structure is subject to change. Changes will be communicated to the affiliate by email.
c. Unless otherwise agreed upon, affiliate-applicants will be assigned to the Commission Structure that is posted on the Overview page of the affiliate mini-site at
https://optionsgeek.com/affiliate-program/
d. For approved affiliates, the current commission schedule will be displayed on the Affiliate Dashboard.
4.3. All determinations of qualifying Links and whether a commission is payable will be made by ThriveCart and reviewed by us. Decisions will be final and binding on both parties. Prices for the products will be set solely by us at our discretion. Only those affiliates who are approved by OptionsGeek.com at the time of a purchase by a referred customer will be eligible for payment under this Agreement.
4.4. On behalf of us, ThriveCart will maintain records in sufficient detail for the purpose of determining the amount of the commission. OptionsGeek.com holds the right to change percentage commission based on individual and product basis. Any product/service returns or chargebacks will be deducted from the commission that is due to the Affiliate.
4.5. Acceptance and Validity. Unless otherwise agreed upon, you will only be eligible for a Commission payment for any Customer Transactions that derived from Affiliate Leads generated by an Affiliate Link that is available to you on the Affiliate Dashboard. The customer must complete the purchase within a specified time period (Affiliate Cookie Lifetime) after the affiliate link is clicked. For affiliate-applicants, The Affiliate Cookie Lifetime is specified in the affiliate page at URL:
https://optionsgeek.com/affiliate-program/. Approved affiliates will see the Affiliate Cookie Lifetime in the Affiliate Dashboard. We may choose not to accept an Affiliate Lead in our reasonable discretion. An Affiliate Lead is not considered valid if the referral occurs after this Agreement has expired or terminated.
4.6. Unless otherwise stated, we will pay commissions monthly. Approximately thirty (30) days following the end of each month, we (or our designee) will send you a check or Paypal payment for the fees earned on Qualifying Product revenues for that month, less any returns and canceled orders. However, if the fees payable to you for any month are less than $100.00, we will hold those fees until the total amount due is at least $100.00 or (if earlier) until this Agreement is terminated.
4.7. You acknowledge that your entitlement to any compensation reported with respect to any tracked or reported activity is solely a function of the terms of your agreement with OptionsGeek.com and that OptionsGeek.com is solely responsible for its payment. The fact that a compensation amount is reported for any tracked activity does not necessarily mean that a payment is due to you from OptionsGeek.com, since payment may be subject to conditions established by OptionsGeek.com, including but not limited to policies regarding order cancellation, returned merchandise, receipt of pending credit card authorizations and minimums for earned compensation before payment is made. All determinations made by OptionsGeek.com of Qualifying Links and the compensation due to you shall be final and binding. OptionsGeek.com shall have the sole right and responsibility for processing all payment processing and fulfillment of orders for our Products sold pursuant to this Agreement. You acknowledge that all agreements relating to sales to Customers shall be between OptionsGeek.com and the Customer.
4.8. Taxes: As an independent contractor, you will be solely and entirely responsible for payment of all taxes applicable to the Commission. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us.
5. Modification
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and OptionsGeek.com's Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement.
6. Termination
6.1. Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
6.2. Termination for Agreement Changes. If we update or replace the terms of this Agreement, you may terminate this Agreement on five (5) days written notice to us, provided that you send us written notice within ten (10) days after we send you notice of the change. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
7. Promotion Restrictions
7.1. You are free to promote your own web sites. However, you should be aware that certain forms of advertising are prohibited by OptionsGeek.com. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote OptionsGeek.com as long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to opt out of future mailings. Also, you may post to newsgroups to promote OptionsGeek.com as long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from OptionsGeek.com. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the OptionsGeek.com Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
7.2. Affiliates that among other keywords, or exclusively, bid in their Pay-Per-Click campaigns on keywords such as OptionsGeek.com, OptionsGeek,
www.OptionsGeek.com, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from Merchant’s Affiliate Program. We reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior.
7.3. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Merchant’s site (i.e., no page from our site or any OptionsGeek.com’s content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of Merchant site in IFrames, hidden links and automatic pop ups that open OptionsGeek.com’s site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.
8. Grant of Licenses
8.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of OptionsGeek.com's Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of OptionsGeek.com and the goodwill associated therewith will inure to the sole benefit of OptionsGeek.com. OptionsGeek.com reserves the right to re-use any content that you create that specifically mentions or promotes OptionsGeek.com.
8.2. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
9. Disclaimer
OPTIONSGEEK.COM MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE OPTIONSGEEK.COM SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN. THE SERVICE IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, SERVICES, UNINTERRUPTED ACCESS, OR PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THE SERVICE. THE COMPANY SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO: (i) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION, PRODUCTS OR SERVICES; AND (ii) ANY WARRANTIES OF TITLE, WARRANTY OF NON-INFRINGEMENT, AND WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF ANY INFORMATION OR SERVICES ON THIS SITE, WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION.
10. Representations and Warranties
You represent and warrant that:
10.1. This Agreement has been duly and validly executed by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
10.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
10.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
11. Limitations of Liability
IN NO EVENT SHALL OPTIONSGEEK.COM BE LIABLE FOR (A) ANY DAMAGES TO YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY AS THE RESULT OF YOUR ACCESS TO, USE OF OR BROWSING IN OUR SITE OR YOUR DOWNLOADING OF ANY CONTENT, INFORMATION, MATERIALS, DATA, TEXT OR IMAGES FROM OUR SITE OR (B) ANY INJURY, LOSS, CLAIM, DAMAGE, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOST SAVINGS), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, THAT ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH (I) ANY USE OF OUR SITE OR CONTENT, DATA, MATERIALS OR INFORMATION FOUND THEREIN, (II) ANY FAILURE OR DELAY IN USE OF OR INABILITY TO USE ANY COMPONENT OF THIS SITE, OR (III) THE PERFORMANCE OR NON-PERFORMANCE BY US OR ANY THIRD-PARTY PROVIDER TO OUR SITE, EVEN IF WE HAVE BEEN, OR A THIRD-PARTY PROVIDER HAS BEEN, ADVISED OF THE POSSIBILITY OF DAMAGES TO SUCH PARTIES OR ANY OTHER PARTY.
NEITHER OPTIONSGEEK.COM NOR ANY OF ITS EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS, AFFILIATES, OR CONTENT OR SERVICE PROVIDERS SHALL BE LIABLE TO YOU OR OTHER THIRD PARTIES FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, THE USE OF THE SERVICES OR INABILITY TO GAIN ACCESS TO OR USE THE SERVICES OR OUT OF ANY BREACH OF ANY WARRANTY. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED CUSTOMER TRANSACTIONS IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM. IN NO EVENT SHALL OPTIONSGEEK.COM'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
12. Indemnification
You hereby agree to indemnify and hold harmless OptionsGeek.com, and its 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, 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 (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.
13. Confidentiality
All confidential information, including, but not limited to, any business, technical, marketing, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
All confidential information furnished or made available by OptionsGeek.com to you including but not limited to any business, technical, marketing, financial, customer information and any and all programs, concepts, information, data or communication, whether written or oral which is marked “Confidential” are valuable trade secrets of OptionsGeek.com, and is being disclosed pursuant to this agreement for your exclusive use. You further agree that:
(a) You will hold in strict confidence all Confidential Information and agree not to publish, disclose or otherwise disseminate such Confidential Information to anyone other than a member or employee of OptionsGeek.com, and that you will not cause the transmission, removal, or transport of any Confidential Information; and
(b) Immediately upon termination of your OptionsGeek.com Affiliate Agreement, you shall destroy all materials and Confidential Information furnished to you by OptionsGeek.com, together with all copies, data summaries, replications, duplications, recordings or transcriptions made thereof (whether held by you or by any other person).
14. General
14.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and OptionsGeek.com. 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 any other of Your Sites or otherwise, that reasonably would contradict anything in this Section.
14.2. Neither party may assign its rights or obligations under this Agreement to any third party, without the express written permission of the other party.
14.3. The affiliate shall refrain from referring clients residing in any of the countries that are classified as black listed or high-risk countries as these appear on the FATF website (
www.fatf-gafi.org).
14.4. Non-Exclusivity: This Agreement does not create an exclusive agreement between you and OptionsGeek.com. Both you and OptionsGeek.com will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.
14.5. Force Majeure: You acknowledge that OptionsGeek.com servers, equipment, and services (e.g. tracking and reporting) may be subject to temporary modifications or shutdowns due to causes beyond our reasonable control. Such temporary service interruptions will not constitute a material breach of this Agreement. OptionsGeek.com will use commercially reasonable efforts to provide the services contemplated under this Agreement and to remedy any temporary interruptions or other problems that adversely affect the Program.
14.6. Trademarks: You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks and logos (“Affiliate Marks”) in connection with the Affiliate Program and this Agreement. During the term of this Agreement, in the event that we make our trademark available, you may use our trademark as long as you follow the usage requirements in this section. You must: (i) only use the images of our trademark that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with the Affiliate Program and this Agreement; and (iii) immediately comply if we request that you discontinue use. You must not: (i) use our trademark in a misleading or disparaging way; (ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or products.
14.7. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to the conflicts of laws and principles thereof.
14.8. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
14.9. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
14.10. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.
14.11. Survival: Sections 6 (Termination), 12 (Indemnification), 11 (Limitations of Liability), and 14 (General), including all subsections thereof, shall survive the termination of this Agreement.