Terms and Conditions
This Cooksmill NetSystems, Inc. Affiliate Agreement ("Agreement") contains the terms and conditions that govern an individual's or
entity's participation in Cooksmill NetSystems, Inc. Affiliate Program (the "Program"). As used herein, the term "Cooksmill" refers to
Cooksmill NetSystems, Inc.; the term "Affiliate" refers to the individual or entity applying for participation in the Program;
"Cooksmill's Site" refers to Cooksmill NetSystems, Inc. network of websites; and "Affiliate's Site" refers to the world wide web site address entered in the Web Sites Address Field of the Affiliate Application Form.
ENROLLMENT IN THE PROGRAM
To enroll in the Program, Affiliate must complete and submit the Affiliate Application Form as found on Cooksmill's Site.
Submission of the Affiliate Application Form is deemed acceptance of all of the terms and conditions set forth in this Agreement.
Cooksmill will evaluate the Affiliate Application Form and notify Affiliate of the acceptance or rejection of the Affiliate Application Form.
Cooksmill reserves the right to accept or reject any Affiliate Application Form at Cooksmill's sole discretion, for any reason or for no reason.
Cooksmill may not accept an Affiliate Application Form for a web site that Cooksmill deems to be unlawful, harmful, defamatory, obscene,
discriminatory or otherwise objectionable, in Cooksmill's sole discretion.
LINKS AND PROGRAM CONTENT
Upon acceptance in the Program, Affiliate will receive instructions for linking to Cooksmill's Site and for logging into Cooksmill's affiliate console to access reports, maintain Affiliate's account and obtain program materials.
To ensure accurate tracking, each of Affiliate's links to Cooksmill's Site must contain the proper Affiliate Code. Cooksmill will provide Affiliate with instructions for adding its Affiliate Code in its links to Cooksmill's web site. If Affiliate's links to Cooksmill's web site do not contain its proper Affiliate Code, Cooksmill will not be able to track Affiliate's referrals nor will Cooksmill be obligated to pay Affiliate commissions on sales or requests resulting from those links.
As an affiliate, Affiliate may have as many links to Cooksmill's web sites as Affiliate desires. Cooksmill may discontinue use or replace this material at any time. Upon request, Affiliate shall immediately remove, modify or replace any program material from Affiliate's web site with new material as provided by Cooksmill. Cooksmill may monitor Affiliate's Site at any time and from time to time to determine if Affiliate is in compliance with each of the terms and conditions of this Agreement.
Cooksmill will provide the information and content Affiliate needs to participate in the Program. This includes:
Cooksmill will be responsible for providing all aspects of order processing and customer service under the program.
- Providing instructions, materials and links for Affiliate to participate in the program;
- Providing information to Affiliate regarding Affiliate's program activity; and
- Compensating Affiliate for the agreed amount of program commissions.
Cooksmill will pay Affiliate a commission on net Pay-Per-Lead service sales generated by customers referred by Affiliate's web site. For a product sale to be eligible to earn a commission, the customer must have followed an affiliate link to Cooksmill's Site from Affiliate's Site, purchased the product using Cooksmill's online order system, and paid for the product in full. Any commissions paid to Affiliate or credited to Affiliate's account on sales generated by Affiliate's Site that result in returns, cancellations, bad debt, or fraud will be deducted from Affiliate's current affiliate balances. Net product sales are defined as total merchandise sales less tax, handling and freight.
Cooksmill will be solely responsible for tracking referrals using special sofware that communicates with the specially encoded URLs assigned
any of the Cooksmill sites because the user is using cookie-blocking software. Cooksmill is only responsible for paying
commissions on referrals that can be tracked back to the Affiliate
using the technology in use by Cooksmill. Cooksmill will endeavor to do its best to ensure accurate tracking of referrals made by affiliates.
When total commissions due to Affiliate exceed $100.00 dollars, Cooksmill will send Affiliate a check in the amount of the earned commission less any taxes required to be withheld under applicable law. Checks will be sent approximately thirty (30) days after the end of each calendar month.
Once Affiliate is approved and enrolled in the Program, Affiliate can use Affiliate's username and password to enter
Cooksmill's affiliate console / web tools.
POLICIES AND PRICING
Users who access Cooksmill's Site through the program are customers of Cooksmill. Accordingly, all of Cooksmill's policies (including prices and pricing policies), and operating procedures concerning customer orders, customer service and product sales shall apply. Cooksmill may change Cooksmill's policies and operating procedures at any time with or without notice. This includes the right to change the prices of products and to discontinue or replace products offered. Affiliate shall not include price information in Affiliate's product descriptions unless Cooksmill has given written permission to do so in advance.
LICENSES AND USE OF LOGOS, TRADEMARKS, SERVICE MARKS AND COPYRIGHTED MATERIALS
During the term of this Agreement, Cooksmill grants to Affiliate a non-exclusive, non-transferable, revocable right to link to Cooksmill's Site according to the terms of this Agreement, and, solely in connection with such links, to use Cooksmill's trademarks, service marks and logos, product graphics and text or similar identifying material on Affiliate's Site for the sole purpose of promoting Cooksmill's services and products on Affiliate's Site. Affiliate may not alter, modify or reproduce these materials in any way without obtaining prior written permission from Cooksmill. Cooksmill reserves all rights in Cooksmill's trademarks, service marks, logos, copyrights and other graphic, textual and multi-media materials on Cooksmill's Site. All Affiliate's rights to this material end upon termination of this Agreement by either party.
Use of Cooksmill's trademarks, service marks, logos and copyrights by Affiliate outside of Affiliate's Site is expressly forbidden. This prohibition includes, but is not limited to, keyword advertising on search engines and other web sites.
Affiliate, at Affiliate's sole cost and expense, will be responsible for the creation, maintenance and operation of Affiliate's Site and all the materials found on it. This includes:
- Cooperating with Cooksmill to establish and maintain links to Cooksmill's Site and to properly and accurately administer and operate the Program;
- Cooperating with Cooksmill to display Program material on Affiliate's Site;
- Ensuring that the materials displayed on Affiliate's Site are not libelous, unlawful, harmful, defamatory, obscene, discriminatory or otherwise objectionable, are not in violation of any copyrights, service marks, or trademarks, or in any way illegal.
- The technical operation of Affiliate's Site and related equipment.
NATURE OF RELATIONSHIP CREATED BY THIS AGREEMENT
The relationship created by this Agreement between Affiliate and Cooksmill is that of independent contractors. This Agreement does not create, and shall not be construed so as to create, any joint venture, partnership, employer/employee relationship, or franchisor/franchisee relationship between Cooksmill and Affiliate. The creation of any such relationship is expressly disclaimed by Cooksmill and Affiliate.
The term of this agreement will begin when you submit your enrollment application and will end when terminated by either party. You or we may terminate this agreement at any time, with or without cause, by giving notice to the other party via letter, fax or e-mail.
MODIFICATION OF THIS AGREEMENT
Cooksmill may modify any of the terms or conditions of this Agreement at any time at Cooksmill's sole discretion by e-mail and/or by posting a notice of modification on Cooksmill's Site. Modifications may include, but are not limited to, the following: referral commissions paid, payment schedules, payment procedures, and rules of the Program. In the event any modification is unacceptable to Affiliate, the only course of action for Affiliate is to terminate this Agreement pursuant to Paragraph 10 hereinabove. Affiliate's continuation of participation in the Program after the posting of a notification of modification will be deemed to be Affiliate's acceptance of with the modification of the Agreement.
Cooksmill will not be liable for any damages arising from the activities set forth in this Agreement. Cooksmill's total liability hereunder will not exceed the payment of commissions as outlined within this Agreement.
Cooksmill offers no warranties directly or indirectly with respect to the Program or the products sold through the Program. There is no warranty functionality or performance of Cooksmill's Site. Cooksmill will not be liable in any way for the consequences of errors or interruptions of service at Cooksmill's Site.
LIMITATION OF LIABILITY
Cooksmill shall not be liable for direct, indirect, special, or consequential damages, or any loss of revenue, profits or data arising in connection with this Agreement or Affiliate's participation in the Program. Affiliate's sole remedy available with respect to this Agreement or any breach of this Agreement by Cooksmill shall be to terminate this Agreement.
Affiliate acknowledges that Affiliate has read this Agreement and agrees to all the terms and conditions set forth herein. Affiliate hereby represents, warrants and covenants that Affiliate has full and binding authority to enter into this Agreement, and that this Agreement has been duly and validly executed and delivered by Affiliate, and constitutes Affiliate's legal, valid, and binding obligation, enforceable against Affiliate in accordance with all of its terms and conditions. Affiliate understands that Cooksmill may at any time enter into agreements for referrals with other parties with terms that may be different from those within this Agreement and/or operate web sites that are similar to or compete with Affiliate's Site. Affiliate has independently evaluated the desirability of participation in the Program and is not relying on any representation, statement or guarantee by Cooksmill other than that which is contained in this Agreement.
Affiliate agrees to indemnify and hold harmless Cooksmill and its subsidiaries and affiliates, their respective 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 and expenses) (hereinafter referred to as "Losses") which may arise, directly or indirectly, from (i) any claim that Cooksmill's use of Affiliate's name, logos or trademarks infringe any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any breach of a representation or warranty or breach of a covenant or Agreement made by Affiliate herein, or (iii) any claim related to Affiliate's Site, including, without limitation, content therein not attributable to Cooksmill.
Cooksmill shall indemnify Affiliate against Losses that arise out of any claim that Affiliate's use of the images, text or materials provided to Affiliate by Cooksmill infringe on any rights of a third party, provided that the images, text or materials have not been modified by anyone other than Cooksmill.