AFFILIATE AGREEMENT
This Affiliate Agreement (the "Agreement") is made between ULN Corporation, a California corporation dba Bestprices.com (hereinafter "we", "us", or "our") and the undersigned participant/applicant (hereinafter "you") in the Bestprices.com Affiliate Program (the Program). If you would like to participate in the Program, you must complete the Program application via the site identified by the URL http://partner.bestprices.com (the Bestprices.com Affiliate Site), read this Agreement and click on the "I Accept" button below. We will notify you of its acceptance or rejection.
1. License. We hereby grant to you a revocable, nonexclusive, nontransferable license to display the Link (as defined below) to the Bestprices.com Site on the website owned or operated by you ("Your Site"). You may use one or more of the following types of links (the "Links") to the Bestprices.com Site:
Product Links: You may select one or more of our listed products ("Products") to list on Your Site.
Search Results Link: You may provide a link on Your Site that will link to a particular search result on the Bestprices.com Site.
General Link: You may provide a general link to the Bestprices.com home page.
All materials within the Bestprices.com Site, including data, text, and graphics, are copyrighted works and may not be reproduced or changed. All trademarks, service marks, trade names and logos (collectively, the "Marks") are either registered or unregistered marks. No Marks may be copied or used without our prior written consent. We reserve all of our rights in the Marks.
2. Order Processing. We shall have the sole right and responsibility for processing all orders made by customers ("Customer") who follow the Link from Your Site to the Bestprices.com Site. Customers will be deemed to be our customers, subject to our rules and policies.
3. Commissions. We agree to pay you the commission specified in the Commission Schedule below on Product sales to a Customer if that Customer has accessed the Bestprices.com Site and purchased a Product via the Link during a Session. A "Session" is the period of time beginning from a Customer’s initial contact with the Bestprices.com Site via a Link from Your Site and terminating when the Customer either orders the Product or returns to the Bestprices.com Site from a third party site other than Your Site.
Commissions may be earned only on credit card transactions. Purchases made by gift certificates or other methods are not eligible for commissions. Purchases returned for any reason are not eligible for commissions. Sales of products which are returned by the customer for any reason whatsoever are not eligible for commissions. We will pay the commissions on a monthly basis approximately 45 days following the end of each calendar month. We will accrue and withhold commissions until the total amount due is at least $25.00. If you do not earn the minimum of $25.00 in commissions over a period of 6 months, we will not pay you any commissions and this Agreement shall terminate.
Upon such termination, a carrying fee will be applied to your account, equal to the amount of earned commission, not exceeding $25.00.
4. Commission Schedule. The commission schedule is as follows:
| Level | Total Products Sold During Calendar Month | Affiliate Rate |
| 1 | 1-100 | 5.0% |
| 2 | 101-350 | 5.5% |
| 3 | 351-1000 | 6.0% |
| 4 | 1001-2000 | 6.5% |
| 5 | 2001-5000 | 7.0% |
| 6 | 5001-50000 | 7.5% |
| 7 | 50000+ | 8.0% |
Once a higher commission fee is achieved within the calendar month, the higher commission rate will apply to all sales during that calendar month.
5. Termination. Either party may terminate this Agreement at any time, for any reason, by giving the other party written notice of termination.
6. Limitation of Liability. IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR LIABILITY ARISING OUT OF OR RELATED TO THE PERFORMANCE OF THIS AGREEMENT (OTHER THAN FOR PAYMENT OF COMMISSIONS) EXCEED THE AMOUNT OF COMMISSIONS PAID TO YOU FOR THE 2 MONTHS PRIOR TO THE CONDUCT GIVING RISE TO YOUR CLAIM.
7. Compliance with Laws. You agree to comply with all laws, ordinances, rules, and regulations of any governmental authority that has jurisdiction over you, including, but not limited to, complying with all applicable laws (federal, state or otherwise) that govern marketing email (the CAN-SPAM Act of 2003 and all other anti-spam laws.)
8. Disclaimers. We make no express or implied warranties or representations with respect to the Program or any of the Products sold through the Program, or that the operation of the Bestprices.com Site will be uninterrupted or error-free.
9. Representations. You represent and warrant as follows:
(i) that you have the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby. You further represent and warrant that Your Site contains no material that infringes on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy or that violates any applicable law, statute, ordinances, or regulation.
(ii) Your Site contains no material that is defamatory or libelous; that is lewd, pornographic or obscene; that violates any laws regarding unfair competition, anti-discrimination or false advertising; or that promotes violence or contains hate speech.
(iii) that you are not a reseller of any products offered on Bestprices.com Site.
10. Indemnification. You hereby agree to indemnify, defend and hold harmless us and our affiliates, directors, officers, shareholders, employees, representatives, and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys’ fees) brought by a third party, arising out of a breach, or alleged breach, of any of your representations or obligations herein, and any noncompliance by you with any covenants, agreements or undertakings contained in this Agreement.
11. General.
This Agreement has been made in and shall be construed and enforced in accordance with the laws of the State of California. Any action to enforce this Agreement shall be brought in the federal or state courts located in Santa Clara County, California.
We reserve the right in our sole discretion to modify this Agreement at any time by posting a change notice or a new agreement on the http://partner.bestprices.com .
We reserve the right to change the price of our products at any time without notice.
This Agreement constitutes the entire agreement between the parties and supersedes all oral or written agreements and understandings made and entered into by the parties before the date hereof.
You may not assign this Agreement in whole or in part without our prior written consent, and any purported assignment in violation of this provision shall be null and void. Subject to the foregoing limitation, this Agreement is binding on and shall inure to the benefit of the parties hereto, their respective heirs, personal representatives, successors, and assigns.
If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect.
No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
This Agreement shall not be construed or deemed to create any partnership, joint venture, agency, franchise, or other form of agreement or relationship than as expressly set forth herein.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS.
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