AFFILIATE OPERATING AGREEMENT
This Affiliate Agreement (the "Agreement") contains the
complete terms and conditions which govern your participation in the
HorseWanted.com Affiliate Program ("HAP") or HorseWanted.com
Affiliate Program. As used in this Agreement, "HorseWanted.com"
means Timberbrook Publishing, Inc., and "Affiliate",
"you" or "your" means you. By clicking on the "I
ACCEPT" button on the affiliate agreement page, you acknowledge that
you have read the Agreement, you are able to enter into a legally binding
contract, and you agree to its terms and conditions and all policies
posted on the HorseWanted.com Site. As referred to in this Agreement,
"Site" refers to a World Wide Web site and "HorseWanted.com
Site" refers to the Site located at the URL: www.HorseWanted.com, or
any other successor Site owned or maintained by Timberbrook Publishing,
Inc.
1. Enrollment in the HAP
To enroll as a participant in the HAP, simply complete the Affiliate
Application. Timberbrook Publishing, Inc, in its sole discretion, may
reject your application. If accepted, Timberbrook Publsihing, Inc. may
design, create and host a Site for you ("Affiliate Site") You
agree that you will not alter or modify the Affiliate Site in any way.
Affiliate agrees that the relationship of Affiliate to Timberbrook
Publishing, Inc. is non-exclusive, and Timberbrook Publishing, Inc. shall
not be restricted in any way from entering into Affiliate arrangements
with other third parties.
Affiliate may not:
(i) use or display any hypertext link on the Affiliate Site which links
to a website that contains any content that;
(ii) post any content on the Affiliate Site that;
(iii) use any offline or online marketing materials, e-mail addresses,
or Affiliate Site to transmit any material that:
· Violates any state, federal or foreign laws or regulations;
· Infringes on any intellectual property rights (e.g., copyright,
trademark, trade secret, patent or other proprietary rights) of
Timberbrook Publishing, Inc. or of any third party;
· Is defamatory, misleading, obscene, or otherwise potentially
damaging to the reputation of Timberbrook Publishing, Inc., or the
goodwill associated with any of Timberbrook Publishing, Inc's. trademarks,
service marks, trade names or other indicia of source ("Timberbrook
Marks");
· Is threatening or harassing;
· Is discriminatory based on gender, race, religion, ethnic origin or
age, or promotes hate or violence against any individual or group;
· Violates any Timberbrook Publishing, Inc. policy posted on any
Timberbrook Publishing, Inc. Site;
· Contains viruses or other computer programs, which may result in
damage to Timberbrook Publishing, Inc. or to any third party; or
misrepresents Timberbrook Publishing, Inc. or misleads potential customers
regarding the Services.
Any violation of these provisions will be grounds for immediate
termination of this Agreement, with or without notice, at Timberbrook
Publishing, Inc's sole discretion.
2. COMMISSION AND PAYMENTS
a. Levels. HorseWanted.com has a Two (2) Tier Affiliate System The
tiers are defined as follows. First Tier Commisions: A HorseWanted.com
Affiliate qualifies for a first tier commision when a new customer is
reffered to the HorseWanted.com Site through links leading to the
HorseWanted.com Site from any website, advertisement, recommendation, or
other referral originating from the Affiliate and places an order within
30 days of his last visit originating from Affiliate. The commission is
earned when HorseWanted.com Actually receives payment from the customer
for Web Site Hosting Services. Second Tier Commissions: A HorseWanted.com
Affiliate qualifies for a second tier commission when a new customer is
refferreed to the HorseWanted.com site through links leading to the
HorseWanted.com Site from any website, advertisement, recommendation, or
other refferal originating from a Affiliate that signed up for the
HorseWanted.com Affiliate program and was reffered by the Affiliate
through the Affiliate program sign up form on the HorseWanted.com Site or
Affiliate site.
b. Commissions. HorseWanted.com will pay a commission to Affiliate for
each paid subscription of the services offered by HorseWanted.com (the
"Service") by an end user ("Subscriber"), which
results from such end user's click-through from the Affiliate Site to the
HorseWanted.com Site ("Qualified Subscription"). The commission
paid to Affiliate will differ according to the "Tier" that the
Affiliate belongs to relative to the sale. A First Tier Affiliate will
receive an amount equal to Fifteen percent (20%) of the applicable hosting
fees paid to HorseWanted.com by the Subscriber for virtual Hosting
services ("Commission"). A Second Tier Affiliate will receive an
amount equal to five percent (5%) of the applicable classified advertising
fees paid to HorseWanted.com by the Subscriber for classified advertising
services. The amount of any Commission paid to Affiliate may change from
time to time upon notice from HorseWanted.com.
No Affiliate can claim itself or any entity in which it holds a
majority-ownership or controlling interest as a Subscriber under any
HorseWanted.com Program. No HAP Manager can claim itself or any entity in
which it holds a majority-ownership or controlling interest as a Affiliate
under any HorseWanted.com program. Any person or entity that does so:
(i) will forfeit any commissions claimed on such Subscriber or
Affiliate,
(ii) agrees that HorseWanted.com may recoup from any commissions
otherwise due to Affiliate or HAP Manager the amount that was previously
paid or otherwise due as a result of a violation of this section, and
(iii) will be deemed in material breach of this Agreement and subject
to immediate termination without compensation.
c. Reports. HorseWanted.com shall generate and manage all Qualified
Subscriptions originating from the Affiliate Site and shall prepare an
online report reflecting all Commissions earned by Affiliate for the
applicable period. Affiliate may access its report via the Web to
determine the amount of Commissions Affiliate has earned. Affiliate will
not receive a Commission for "Non-Qualified Subscriptions." A
Non-Qualified Subscription is where an end user subscribes to the Service
directly from the HorseWanted.com Site, another Affiliate Site or
otherwise, without clicking on the HorseWanted.com Link located on the
Affiliate Site.
d. Payments. On or before the thirtieth (30th) day of each month,
Timberbrook Publishing, Inc. will tender payment to Affiliate for all
Commissions earned by Affiliate and actually received by Timberbrook
Publsihing, Inc. during the previous month. If, at the end of any month,
Affiliate does not have at least Fifty Dollars ($25) in accumulated
Commissions, Timberbrook Publsihing, Inc. will hold Affiliate’s payments
until Affiliate's Commission equals or exceeds $25. At this point,
Timberbrook Publsihing, Inc. will tender payment to Affiliate with
Affiliate's next monthly payment. Timberbrook Publishing, Inc. will
determine the best way to pay the Affiliate , by Check, or Online Third
Party Money Transfer Service such as PayPal. Affiliate is solely
responsible for declaring and paying all taxes arising from Affiliate's
receipt of the Commissions. Further, Affiliate shall not sell or transfer
any Commissions earned by Affiliate during the term of this Agreement.
e. Termination. Affiliate will receive Commissions for Qualified
Subscriptions so long as a Subscriber continues his or her subscription
uninterrupted. However, upon termination or suspension of the Service by a
Subscriber or by HorseWanted.com, Affiliate acknowledges and agrees that
HorseWanted.com shall no longer owe any Commissions with regard to such
Subscriber. If You reactivate Your account at a later date, You will not
receive any commissions previously forfeited nor commissions from any
Subscribers You had signed up before deactivation
3. Our Grant of Rights to You
Subject to all restrictions set forth in this Agreement,
HorseWanted.com grants to Affiliate a limited, non-exclusive, non-sublicensable,
and non-transferable license to use the Affiliate Site and HorseWanted.com
Link(s) solely for the purpose of promoting the services as licensed
hereunder. Except as expressly set forth herein, no license to the
Affiliate Site or HorseWanted.com Link(s) is granted to Affiliate for any
other purpose, and any other uses of the Affiliate Site or HorseWanted.com
Link(s) by Affiliate shall constitute a material breach of this Agreement
and HorseWanted.com shall be entitled to immediately terminate this
Agreement.
4. Term and Termination
This Agreement is effective as of the date you click on the "I
ACCEPT" button below and shall continue until terminated by either
party. Affiliate may terminate Agreement by selecting "Contacting
Timberbrook Publishing, Inc. and following the steps to remove his or
herself as a Affiliate. Timberbrook Publsihing, Inc. may terminate this
Agreement immediately upon the material breach by Affiliate or Affiliate
Manager of any of the obligations hereunder. Timberbrook Publishing, Inc.
may also terminate this Agreement with any Affiliate or Affiliate Manager
with or without cause, upon thirty (30) days written or E-mailed notice.
Upon termination of this Agreement, Affiliate shall immediately cease use
of, and remove from the Affiliate Site, any and all HorseWanted.com Links
or other materials provided to Affiliate by Timberbrook Publsihing, Inc.
Sections 4 - 7 shall survive termination of this Agreement.
5. Disclaimer of Warranty
THE HORSEWANTED.COM SITE AND THE AFFILIATE SITE, INCLUDING WITHOUT
LIMITATION, ALL PRODUCTS AND SERVICES DISPLAYED OR OFFERED ON THE
HORSEWANTED.COM SITE, AND ALL TEXT, GRAPHICS LINKS AND APPLICATIONS ARE
PROVIDED TO AFFILIATE ON AN "AS IS"-"AS AVAILABLE"
BASIS AND WITHOUT WARRANTIES OF ANY KIND. HORSEWANTED.COM DISCLAIMS ALL
WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO EACH OF THE FOREGOING,
WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, NON-INFRINGEMENT OR ARISING FROM A COURSE OF DEALING.
TIMBERBROOK PUBLISHING, INC. DOES NOT WARRANT THAT THE HorseWanted.com
SITE OR AFFILIATE SITE WILL FUNCTION WITHOUT INTERRUPTION OR THAT IT WILL
BE ERROR-FREE.
6. Limitation of Liability
IN NO EVENT SHALL TIMBERBROOK PUBLISHING, INC. BE LIABLE FOR DAMAGES
RESULTING FROM LOSS OF DATA, PROFITS, USE OF THE HORSEWANTED.COM SITE, THE
AFFILIATE SITE, OR ANY HORSEWANTED.COM PRODUCTS OR SERVICES; OR, FOR ANY
INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION
WITH THIS AGREEMENT OR IN CONNECTION WITH ANY PRODUCTS OR SERVICES
PROVIDED HEREUNDER. IN NO EVENT SHALL TIMBERBROOK PUBLISHING, INC.'S '
CUMULATIVE LIABILITY ARISING FROM THIS AGREEMENT OR THE SUBJECT MATTER
HEREOF EXCEED THE TOTAL COMMISSIONS ACTUALLY PAID TO AFFILIATE HEREUNDER.
7. Miscellaneous
This Agreement, including all policies posted on the HorseWanted.com
Site, represents the entire agreement of the parties with respect to the
subject matter hereof and supersedes all prior and/or contemporaneous
agreements or understandings, written or oral, between the parties with
respect to the subject matter hereof. This Agreement and HorseWanted.com
policies are subject to change by Timberbrook Publishing, Inc. at any
time. Continued usage of the Services after a new policy is implemented
and posted on the HorseWanted.com Site, constitutes your acceptance of
such change or policy. We encourage you to regularly check the
HorseWanted.com Site for any changes or additions. If any of the
provisions, or portions thereof, of this Agreement are found to be invalid
under any applicable statute or rule of law, then, that provision
notwithstanding, this Agreement shall remain in full force and effect and
such provision or portion thereof shall be deemed omitted.
This Agreement and the rights granted and obligations undertaken
hereunder may not be transferred, assigned or delegated in any manner by
Affiliate. Any waiver of any provision of this Agreement, or a delay by
any party in the enforcement of any right hereunder, shall neither be
construed as a continuing waiver nor create an expectation of
non-enforcement of that or any other provision or right. This Agreement is
made under, and shall be governed by and construed in accordance with, the
laws of the State of Ohio, U.S.A., excluding its choice of law provisions.
The parties acknowledge and agree that the state and federal courts
located in the county of Lake, in the State of Ohio will have exclusive
jurisdiction over any claim or action arising under or relating to this
Agreement or the goods or services provided under this Agreement. The
parties agree to waive application of the provisions of the United Nations
Convention on Contracts for the International Sale of Goods.