Ingram Internet Enterprises Inc., through http://www.wigify.com (the "website"), offers an internet based affiliate program management service to an active member (the "Program Operator") of the website.
An active member of this website is any member who has an up to date paid activation on the website and is intent on providing an affiliate program for affiliates.
Each Program Operator offering an affiliate program offered through the website expressly agrees to this affiliate program agreement.
NOTICE: Please read this agreement carefully. Unless the affiliate expressly agree and consent to this agreement, you may NOT participate in the website. By participating in the the website, you are agreeing to comply with and be legally bound by the terms and conditions of this contract. If you do not agree to all of the terms of this agreement, please do not register for an affiliate program on the website.
This agreement incorporates the website's Terms and Conditions of Use and Earning Disclaimer (located on this website) herein as if it were set forth in full.
This agreement also incorporates the Affiliate Agreement herein as if it were set forth in full, as each Program Operator agreeing to the Affiliate Program Document is the same Program Operator that is referenced in the Affiliate Agreement document.
Throughout this agreement, “affiliate program” refers to the affiliate program operated by the Program Operator in part from the website.
An affiliate is entering into the Program Operator's Affiliate Program. The website nor Ingram Internet Enterprises Inc. is responsible, or liable for the Program Operator's misuse, abuse or negligent activities regarding any information the affiliate have input into the website.
Whenever someone successfully places an order through an affiliate link, the affiliate's affiliate code is credited with a commission. The rate at which the affiliate's commission is generated can be found on the website and is subject to change at any time. If the Program Operator's Shop profile page on the website is silent as to the commission rate, then the base rate is 20%.
Before any commission is paid to the affiliate above the $10.00 USD threshold, the affiliate must truthfully and successfully complete their Company Information, Contact Information and their Tax Information. In fact, your affiliate code will not be generated until the affiliate truthfully and successfully complete the aforementioned sections. The affiliate will not receive any payment of commission until such time as the affiliate submit the required documentation to the Program Operator.
All affiliate payments are made through PayPal. the affiliate have agreed to supply their correct PayPal email address when signing up to become a Wigify user. The Program Operator has access to this PayPal email address for the sole purpose of fulfilling the successful monthly affiliate payment, as outlined in this document, via a file upload though the PayPal Mass Payment feature.
The website nor Ingram Internet Enterprises Inc. are responsible for any affiliate payments owed to the affiliate by the Program Operator, at any time.
Commissions on products and services are paid at the rates as indicated on the website. The Program Operator strives to pay similar rates on further products, services, and opportunities, but reserves the right to pay a different scale if necessary.
INCOME TAX LIABILITIES
Each affiliate acts as an independent contractor and as such is responsible for any or all United States, state, or foreign income taxes and any other tax liabilities that affect or concern the sales of the products or services, in your state or location. If the affiliate are NOT a resident of the United States, the Program Operator will withhold the appropriate U.S. income tax applicable to foreign nationals, prior to your receipt of any commissions. The Program Operator does so pursuant to the United States Internal Revenue Service laws (also known as the United States Tax Code) and other applicable laws. It is the affiliate's sole responsibility, and not the responsibility of the Program Operator, to take any steps necessary to recover these sums under the Tax Code and other applicable laws.
AFFILIATE APPLICATION MODERATION
The Program Operator has the ability to accept only those affiliates they deem acceptable, based on the information provided during the affiliate's application submission. The Program Operator may not ask for a fee, or compensation of any kind, in order to join the affiliate program.
"STATES WHO REQUIRE SALES TAX TO BE COLLECTED FROM PROGRAM OPERATORS" MODERATION
Program Operators may disallow enrolment into their Affiliate Program to residents of a US State which requires a Program Operator to pay Sales Tax on Sales made from Affiliates whom have a nexus in that state. As of this writing, the States include New York, North Carolina and Rhode Island. It is the responsibility of the Program Operator to elect to turn the setting "OFF" on the website if a Program Operator wishes to disallow all residents from all of these outlined states.
"STATES WHO REQUIRE SALES TAX TO BE COLLECTED FROM PROGRAM OPERATORS" SALES TAX COLLECTION
If the Program Operator has elected to allow enrolment into their Affiliate Program to residents of a US State which requires a Program Operator to pay Sales Tax on Sales made from Affiliates whom have a nexus in that state. As of this writing, the States include New York, North Carolina and Rhode Island. It is the responsibility of the Program Operator, nor that of Ingram Internet Enterprises Inc. or the website, to pay the Sales taxes to each state if affiliate sales surpass the legislated amount as outlined by each state.
The Program Operator is solely responsible for the payment fulfillment of every affiliate's commissions over $10 USD.
The Program Operator will download a Comma Seperated Values (csv) file monthly, that contains the amounts, PayPal emails and currency (USD) for all affiliate commission payments, over $10 USD, from the past month.
The affiliate's commission is to be paid through PayPal three (3) days after the day of the month in which the affiliate is billed by the website (the "monthly billing date"). It is up to the Program Operator to ensure that in their applicable PayPal account there is enough money to cover all affiliate payments, as expressed in the downloaded file.
PayPal's mass payment feature will be used to pay your affiliates. It is solely the responsibility of the Program Operator to ensure all payments have been made to all affiliates in your CSV file.
There is a minimum monthly commission payout amount of $10. This is the minimum amount that an affiliate must earn before they will be paid commissions. In any commission period, the affiliate's commission must exceed this amount before they receive any sums for that period. Commissions below this minimum amount will be held until such time as the commission equals or exceeds this amount.
Commissions that amount to more then $10 are paid once per month as per the payment explanation within the AFFILIATE PAYMENTS section of this document, and are paid by the Program Operator. The website, nor Ingram Internet Enterprises Inc., assumes no responsibility for commissions not paid.
Commissions are not paid for any sales for which payment has not been received, or for any transaction that has been rejected for any reason.
The Program Operator, nor Ingram Internet Enterprises Inc. or the website, are not responsible for paying interest to affiliates for accrued but not yet delivered commission payments.
If a transaction incurs a charge-back, or if an online transaction is not completed in every way, no commission payment is due to the affiliate. If a commission has already been paid, then it will be deducted from an active affiliate's future commissions.
All commissions are paid in US Dollars through PayPal.
During the signup process the affiliate provided their valid PayPal account ("entry"). Each affiliate is responsible for the validity of their own PayPal account, through which to receive their commissions, since PayPal is supported by the Program Operator. If the affiliate later terminate the PayPal account or the PayPal account becomes unavailable for any reason, the Program Operator is not responsible for your not receiving the money. Each affiliate is responsible for always maintaining the PayPal account through which they receive their commissions/referral fees. This entry is entirely made by the affiliate. The Program Operator, nor the website or Ingram Internet Enterprises Inc., assumes no responsibility for non-receipt of payments made according to the entry made by the affiliate, or the affiliate's lack of ability to then conform to PayPal or the processes supported by the Program Operator. The Program Operator assumes no responsibility for an affiliate not entering a valid PayPal account email address. If an affiliate fails to provide a valid PayPal email address, any sums due will be paid via check and any fees applicable to payments by check or bank draft will be deducted.
WIGIFY FEE SCHEDULE
The website charges two different types of monthly fees to every Program Operator. 1) A $24 USD account fee, charged monthly and 2) a monthly fee charged for the number of affiliate transactions created during the past month(the "affiliate order transaction fee"), and is calculated based on the Pricing Plan you elected to select from the website multiplied by the appropriate price range. The pricing is reflected on the Pricing page of this website. The Program Operator agrees to pay these fees on a monthly basis and must make every effort to have the appropriate account balance to "cover" the full amount of these two fees. Your Account can be suspended if these fees are not paid on a recurring monthly basis on the monthly billing date.
The website, nor Ingram Internet Enterprises Inc., will not be liable for indirect or accidental damages (loss of revenue, commissions) due to affiliate system sale tracking failures, commission processing system failures, losses of database files or backups thereof, attacks on computing resources, computer viruses, the continued viability of their products, any results of "intents of harm" to the program, or acts of God or Nature. The website, nor Ingram Internet Enterprises Inc., makes no claim that the operation of the websites or the Program Operator network will be error-free nor will the website, nor Ingram Internet Enterprises Inc., be held liable for any interruptions or errors.
a) If any part of this agreement or the Terms and Condition is declared void, this agreement and the Terms and Conditions shall, to the maximum practicable extent, be construed without reference to that part. No term or provision of the Agreement shall be waived unless in writing and signed by the party waiving the provision, and any waiver shall apply only to the specific event or situation which it describes and shall not be continuing. No Program Operator may assign or sublicense this agreement without the website's prior written consent.
b) All legal or other fees incurred in collecting returned checks or declined credit cards or any other lack of payment related to a sale made by an affiliate will be payable by the affiliate. Any sums not collected from the affiliate or affiliate's customer are not commissionable, and any fees incurred during processing or handling of sales made by the affiliate will be deducted in whole from any commissions due to the affiliate. Further, in the event that the commissions due the affiliate are insufficient to cover any sums, the affiliate agrees to pay the full amount to the Program Operator.
c) IF THE FOREGOING LIMITATIONS OR THE LIMITATIONS WITHIN THE TERMS AND CONDITIONS ARE HELD TO BE UNENFORCEABLE, THE PROGRAM OPERATOR'S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT TO ANY PERSON OR ENTITY SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY THAT PERSON OR ENTITY FOR THE PRODUCT, SERVICE, AND OR EBOOK OR SOFTWARE (LICENSE).
d) To the extent you have in any manner violated or threatened to violate the website’s intellectual property rights, the website may seek injunctive or other appropriate relief in any court located in York, Ontario, Canada and you consent to exclusive jurisdiction and venue in such courts. Use of the website is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and the website as a result of this agreement or use of the website, products, and/or services. The website's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of the website's right to comply with governmental, court and law enforcement determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.
e) This Agreement shall be governed and construed in accordance with the laws of Ontario, Canada applicable to agreements made and to be performed in Ontario, Canada. You agree that any legal action or proceeding between the Program Operator and the website for any purpose concerning this agreement or the parties' obligations hereunder, will first attempt to be resolved with the help of a mutually agreed-upon online mediator. Any costs and fees (other than attorney fees) associated with the mediation will be shared equally by each of us.
f) If it proves impossible to arrive at a mutually satisfactory solution through online mediation, we agree to submit the dispute to binding arbitration at the following location: for legal actions or proceedings between the website and you, in York, Ontario, Canada under the commercial rules of the American Arbitration Association. Judgment upon the award rendered by the arbitration may be entered in any court with jurisdiction to do so.
In no case shall you have the right to go to court or have a jury trial. You will not have the right to engage in pre-trial discovery except as provided in the rules; you will not have the right to participate as a representative or member of any class of claimants pertaining to any claim subject to arbitration; the arbitrator's decision will be final and binding with limited rights of appeal.
g) Any cause of action or claim you may have with respect to the website, the products, the services, or the eBook(s), must be commenced within ninety (90) days after the claim or cause of action arises or such claim or cause of action is barred. The website's failure to insist upon or enforce strict performance of any provision of this agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this agreement. The website may assign its rights and duties under this agreement to any party at any time without notice to you. Use of headings in this document is for convenience only and does not identify legal boundaries or terms explicitly.
h) The website may modify this agreement, and the agreement this creates, at any time, simply by updating this posting and without notice to you. This is the ENTIRE agreement regarding all the matters that have been discussed.
i) The website may transfer any rights or responsibility that it may have to any person or entity whatsoever. Nothing herein shall alter or encumber the right of the website to transfer any such rights or responsibilities. Any transfer by the website shall cause this agreement, and any other agreement then in effect (as well as any other contract between you and the transferring party) to transfer simultaneously, all without permission.
j) Should this affiliate program be deemed illegal in any jurisdiction, the Program Operator has the right to immediately terminate this program, without recourse. If the payment processors utilized by the Program Operator determine that sales made through affiliates cannot be processed through the payment processor, then the Program Operator has the right to immediately terminate this Program, without recourse. Nothing herein is intended to imply that the Program Operator will always offer any affiliate program, or this affiliate program, for all products, services, and/or opportunities sold by the Program Operator on the websites or that the Program Operator will offer any affiliate program whatsoever.
Any rights not expressly granted herein are reserved.
Copyright © 2008 Law Office of Michael E. Young PLLC, and licensed for use by the owner of this website at http://www.wigify.com All Rights Reserved. No portion of this document may be copied or used by anyone other than the licensee without the express written permission of the copyright owner.