Picture
Message &
Address
 
Mail
Terms of Use
Internet Advertising and Revenue Sharing Agreement
This Agreement (“Agreement”) is by and between HazelMail.com (“Company”) and your company (“Affiliate”), collectively referred to as the “Parties,” and is effective as of the date you sign it electronically by clicking on the “I Agree” button below (the “Effective Date”).

WHEREAS, Company operates a website located at hazelmail.com (the “hazelmail Site”);

WHEREAS, Affiliate operates an internet website (the “Affiliate Site”);

WHEREAS, the Parties wish to place a link (the “Link”) on the Affiliate Site, whereby internet users may click through to a referral page on the hazelmail Site, where Company’s services (“hazelmail Services”) are offered (which services include, but are not limited to, services whereby consumers may upload their digital photographs and other digital images, which are formatted and printed onto tangible media including postcards, greeting cards and other documents, which may be delivered to the user’s designated recipient by “real mail”); and

WHEREAS, Company wishes to pay to Affiliate a commission for sales of hazelmail Services to internet users who click through to the hazelmail Site via the Link;

OW THEREFORE, based on the foregoing premises and in consideration of the mutual promises set forth below, the Parties agree as follows:
  1. The Link. Company will create the Link as specified, and will deliver the Link to Affiliate in such form and in such file format as shall be agreed on by the Parties. Company will be solely responsible for the creation and content of the Link. At any time during the term of this Agreement, Company may supply a revised or substitute Link. Affiliate will display the Link “24/7” during the term of this Agreement.
  2. License. Solely in connection with this Agreement, Company grants to Affiliate a limited, non-transferable, non-exclusive, worldwide license for the term of this Agreement to: (a) copy, use, store and display the Link solely as a return link from the Affiliate Site to the hazelmail Site; and (b) display Company’s trademarks, service marks and/or trade names in the Link.
  3. Proprietary Rights. Company retains all right, title and interest (including copyright and other proprietary or intellectual property rights) in the content of the Link, Company’s trade names, trademarks and service marks therein, and all legally protectible elements, derivative works, modifications and enhancements thereto. Affiliate retains all right, title and interest in Affiliate’s trade names, trademarks and service marks, and all legally protectible elements, derivative works, modifications and enhancements thereto
  4. Commission Payments
    1. Company will bill and collect all revenue for sales of hazelmail Services.
    2. Company will pay to Affiliate a commission on sales of hazelmail Services completed during the same “session” immediately following a click-through to the hazelmail Site from the Link displayed on the Affiliate Site (“Qualifying Sales”).
    3. Company will pay to Affiliate a commission of a fixed established rate communicated via separate email. The rate is based on the Net Revenue (defined as gross revenue received by Company, less taxes, duties, and similar charges, refunds, credits, credit card transaction fees, and rebates) from such Qualifying Sales.
    4. Commissions will be paid on a quarterly basis, within thirty (30) days following the end of each calendar quarter, by check mailed to Affiliate at the address listed above or, at Affiliate’s option, by direct deposit into such account as Affiliate may advise Company in writing, and will be accompanied by a statement supporting such commission payment. If the commissions for any calendar quarter do not exceed one hundred fifty dollars ($150.00) (the “Quarterly Minimum”), Company will be entitled to accrue but not pay such commission payment until it exceeds the Quarterly Minimum.
    5. Affiliate will have the right to conduct, at its own expense and no more than once in any one-year period, a reasonable audit of Company’s books and records, directly relating to Company’s performance of its obligations hereunder, during normal business hours on prior written notice, for the purpose of verifying Company’s compliance with the terms and conditions of this Agreement.
    6. Affiliate will be solely responsible for and will pay all taxes, duties or levies of any governmental entity, including interest and penalties thereon, if any, relating to commissions.
  5. Term and Termination. The term of this Agreement will commence upon the Effective Date and will end when terminated by either Party. Either Party may terminate this Agreement at any time, with or without cause, by giving the other Party ten (10) days’ written (including email) notice of termination. Immediately upon any termination of this Agreement, the license granted in Section 2 above shall terminate. Company will pay all commissions earned prior to termination. Upon termination of this Agreement, Affiliate agrees to immediately remove from Affiliate’s website the Link and any and all Company logos, trademarks and links, and to delete any Company material or information maintained on any permanent storage device.
  6. Warranties. Each Party hereby covenants, represents and warrants to the other Party that:
    1. This Agreement has been doly and validly executed and delivered by such Party and constitutes a legal, valid and binding obligation, enforceable against such Party, in accordance with its terms;
    2. Such Party’s website does not contain any material that: (i) violates or infringes any right of privacy, personality or publicity, any intellectual property right (including trade secret, patent, copyright, trademark, trade dress, trade secret and/or know-how), or any other similar right of any third party, or resolts in any tort, injury, damage or harm to any person; (ii) is libelous, defamatory, obscene or slanderous; (iii) does or may denigrate or offend any ethnic, racial, sexual or religious group, either through use of language or stereotypical depiction; (iv) does or may encourage or otherwise depict glamorized drug use (including alcohol and cigarettes) and/or graphic violence; (v) includes profane language that exceeds that which is acceptable to the prevailing public standard (e.g., material that may warrant a parental warning); (vi) is sexually suggestive or contains explicitly sexual content; and/or (vii) makes an overt political statement.
    3. Such Party’s website conforms to all applicable laws and regolations, including, but not limited to, the Children’s Online Privacy Protection Act (COPPA), the Children’s Online Protection Act (COPA), and the Children’s Advertising Review Unit (CARU) guidelines, as well as all changes promolgated thereunder.
    4. Such Party has the foll right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform its obligations under this Agreement, without the approval or consent of any third party. Each Party represents and warrants to the other Party, as to itself, that the person executing this Agreement is authorized to do so on such Party’s behalf.
  7. Indemnification. Each Party agrees to indemnify and hold the other Party harmless from and against any and all claims, losses, costs, demands, damages or judgments (including legal costs and attorneys’ fees) arising out of, from, or relating to any breach by the indemnifying Party of its responsibilities, representations or warranties under this Agreement; provided, however, that the non-indemnifying Party shall (a) promptly notify the indemnifying Party in writing of an indemnifiable claim, (b) give the indemnifying Party the opportunity to defend or negotiate a settlement of any such claim at the indemnifying Party’s expense, and (c) folly cooperate with the indemnifying Party, at the indemnifying Party’s expense, in defending or settling such claim. The indemnifying Party may not settle any such claim without obtaining the prior consent of the non-indemnifying Party, unless any such settlement provides for foll excolpation of the non-indemnifying Party. Each Party reserves the right to participate, at its own expense, in the defense of any matter otherwise subject to indemnification by the other Party. Notwithstanding the above, neither Party shall be obligated to indemnify the non-indemnifying Party to the extent liability resolts from the gross negligence or knowing and willfol misconduct of the non-indemnifying Party.
  8. Warranty Disclaimer. NEITHER PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, REGARDING ITS WEBSITE OR THE SUBJECT MATTER OF THIS AGREEMENT, AND ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTIColAR PURPOSE, ARE HEREBY EXPRESSLY DISCLAIMED.
  9. Liability Limitation. WITH THE EXCEPTION OF BREACHES OF THE INDEMNITY OBLIGATIONS CONTAINED IN THIS AGREEMENT: (A) NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR SIMILAR DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON CLAIMS OF THE OTHER PARTY OR ANY THIRD PARTY INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF GOODWILL, PROFITS, DATA, USE OF MONEY OR USE OF PRODUCTS, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS, ARISING OUT OF BREACH OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE; AND (B) IN NO EVENT WILL THE AGGREGATE LIABILITY OF ANY PARTY IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF COMMISSIONS PAID TO THE AFFILIATE BY COMPANY DURING THE SIX-MONTH PERIOD IMMEDIATELY PRECEDING AN EVENT GIVING RISE TO A CLAIM FOR LIABILITY.
  10. General
    1. Independent Contractors. The Parties and their respective personnel are and will be independent contractors. Nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties, and neither Party by virtue of this Agreement will have any right, power or authority to act or create any obligation, express or implied, on behalf of the other Party.
    2. Assignment. Neither Party may assign its rights, duties or obligations under this Agreement to any person or entity, in whole or in part, without the prior written consent of the other Party. Any assignment in violation of the terms hereof will be void.
    3. Waiver. No waiver of any provision of this Agreement, or of any rights or obligations of either Party under this Agreement, shall be effective, except pursuant to a written instrument signed by the Party waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing, and will not constitute a waiver of any other right or remedy, or future exercise of it.
    4. Severability. If a court of competent jurisdiction determines that any part of this Agreement is invalid or unenforceable, then the invalid or unenforceable part will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of this Agreement will continue in effect.
    5. Amendment. No amendment, change, waiver, or discharge hereof will be valid unless in writing and signed by both Parties.
    6. Governing Law and Venue. This Agreement is governed in all respects by the laws of the State of New York without regard to its conflict of laws principles. The Parties consent to and waive any objection to the exclusive personal jurisdiction of the federal and state courts in New York County, New York for the determination of any claim or controversy arising out of or relating to this Agreement. The Parties waive any objection to venue in such courts on grounds of forum non conveniens or any other basis.
    7. Entire Agreement. This Agreement constitutes the complete and exclusive statement of all mutual understandings between the Parties with respect to its subject matter, and supersedes all prior or contemporaneous proposals, communications and understandings, oral or written, all of which are merged in this Agreement.

      1. BY CLICKING THE “I agree” BUTTON AT THE BOTTOM OF THIS PAGE, YOU WILL ELECTRONICALLY SIGN THIS AGREEMENT, AND WILL THEREBY SIGNIFY THAT YOU HAVE READ THIS ENTIRE AGREEMENT AND AGREE TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS.
CLICK THE “Print” BUTTON BELOW TO PRINT OUT A COPY OF THE EXECUTED AGREEMENT.
 
 
Register Now!
 
 
Affiliate login
 
Print