FJAProducts.com Referral Operating Agreement
Terms and Conditions
Everyone who is a registered customer of FJAproducts.com is eligible for the
Referral Program. You become a referrer of FJAproducts.com when you send your first e-mail to a friend or
when a customer enters your e-mail address when they register on the
site. Submission by you of an e-mail address or the entry of your e-mail address on the join page constitutes your
acceptance of all terms and conditions of this agreement.
You receive referral commission when a new customer you have referred to the
FJAproducts.com site purchases a product. To ensure that you receive the
correct commission a new customer must come to the site by using the URL link
provided in the e-mail you sent to them or by entering your e-mail address
when they register as an FJAproducts.com customer.
Currently, all the products offered at FJAproducts.com are eligible for
commission. The products offering and referral fee schedule are subject to
change by us, upon notice to you. If we add products, we may allow you to
also offer such products pursuant to the Referral Program. All imaging
supplies and other products added by us as being offered by Referrals, and
which we authorize you to sell, are hereinafter sometimes called Products.
How You Earn Referral Fees
You will earn a referral fee on any product that is purchased, shipped and
paid for in full by a customer who has entered your e-mail address when
registering or followed your link from the share this site with a friend
e-mail to FJAproducts.com.
Your Referral Fee Schedule
The FJAproducts.com Referral Program pays you referral fees based on the net
purchase price received by us for all products sold directly by us to people
you referred to our website. Fees are not paid on amounts collected for sales
taxes, shipping, handling, and similar charges, credit card fraud and bad
debt, and credits for returned goods.
All available products on our website are eligible for referral fees to be
paid as follows:
- You will earn five percent (5%) of the net sales collected by us. This will be
applied as a credit to your next order from FJAproducts.com (not including shipping and handling).
FJAproducts.com will keep track of the total visits, sales and commission generated from the
customers you referred to our website. You must have your e-mail and password
in order to view your Referral Statistics Report.
Handling Customer Orders
All orders placed by customers you referred to FJAproducts.com will be
processed by us. We will prepare each order, process payments, cancellations,
and returns, handle shipping, and service customers. Any order not complying
with our requirements may be rejected. We will track all sales made by
customers you have referred to our site. This can be checked at any time
online by accessing the Referral
Customers Subject to Our Policies
Any customers who purchase through our website will be subject to
FJAproducts.com customer service policies and operating procedures. We
reserve the right to alter these at our discretion, including without
limitation, the pricing of all Products.
Compliance with this Agreement
We have the right at any and all times to monitor your referral to determine
if you are in compliance with the terms of this agreement.
Name and Trademark Licenses
This agreement includes our grant to you of non-exclusive, non-transferable,
revocable licenses to (i) access our website through the links established,
strictly in accordance with the terms of this agreement and (ii) use those
designs, trade names, trademarks, and similar identifying material relating
to us which we authorize you to use (collectively, the Licensed Marks), for
the sole purpose of selling authorized Products from your Referrals to
FJAproducts.com, and strictly in accordance with the terms of this agreement.
You may not alter, modify, or change the Licensed Marks in any way. We may
alter, modify or change the Licensed Marks, in our sole discretion, upon
notice to you.
Restrictions on Use
You shall not anywhere make any specific use of any Licensed Marks, without
first submitting a sample of such to us and obtaining the prior written
consent of FJAproducts.com, which may be unreasonably withheld. You agree not
to use the Licensed Marks in any manner that is disparaging, portrays us in a
negative light, or otherwise harms the good name and reputation of
FJAproducts.com. All other rights in the Licensed Marks are reserved. We may
revoke your licenses at any time, by giving you written notice.
License by Affiliate
This agreement also includes your grant to us of a non-exclusive license to
use your names, slogans, and logos, as the same may be amended from time to
time (the "Trademarks"), to advertise and promote, in any manner,
your membership in the Referral Program; provided, however, that we shall not
be required to advertise and/or promote you or the Trademarks. Your license
to us shall terminate upon the effective date of the expiration or
termination of this agreement.
Term of this Agreement
Once we accept your Application into the Referral Program, this agreement
will be in effect. It may be terminated at any time by either you or us, with
or without cause, through written notice. You will be eligible to earn
referral fees only on sales generated during the term of this agreement.
We reserve the right to modify any of the terms and conditions contained in
this agreement, at any time, in our sole discretion. You will be notified by
e-mail and a notice will be posted on our website. Modifications may include,
but are not limited to, Products, changes in the scope of available
commission fees, commission schedules, payment procedures, and Referral
Program rules. If you find any modification unacceptable, your only recourse
is to terminate this agreement, and cease to participate in the Referral
Program. Your continued participation in the Referral Program following our posting
of a change notice or new agreement on our website will constitute binding
acceptance of the change.
Relationship of Parties
Each party to this agreement is an independent contractor, and nothing in
this agreement will create any partnership, joint venture, agency, franchise,
sales representative, or employment relationship between the parties. You
have no authority to make or accept any offers or representations on our
behalf. You will not make any statement, whether on your website or otherwise,
that would contradict anything in this agreement.
General Terms and Conditions
Assignment and Waiver
You may not assign this agreement, by operation of law or otherwise, without
our prior written consent. Subject to that restriction, this agreement will
be binding on, inure to the benefit of, and enforceable against the parties
and their respective successors and assigns. Our failure to enforce your
strict performance of any provision of this agreement will not constitute a
waiver of our right to subsequently enforce such a provision or any other
provision of this agreement.
We make no express or implied warranties or representations with respect to
the Referral Program or any products sold through the Referral Program
(including, without limitation, warranties of fitness, merchantability,
non-infringement, or any implied warranties arising out of performance,
dealing, or trade usage). In addition, we make no representation that the
website will operate, or that operation of our website will be uninterrupted
or error free, and we will not be liable for the consequences of any of the
You hereby represent and warrant to us as follows:
This agreement constitutes a legal, valid, and binding obligation on your
part, enforceable against you in accordance with its terms.
You have the absolute right and authority to grant to us the license to
use the Trademarks in the manner contemplated in this agreement, and such
grant does not and will not breach or conflict with any agreement or other
instrument applicable to you, or infringe upon any proprietary right of any
other person or entity.
There is no pending or, to the best of your knowledge, threatened
claim, action, or proceeding against you, or any Referral of yours, with
respect to the execution, delivery or consummation of this agreement, or with
respect to the Trademarks, and, to the best of your knowledge, there is no
basis for any such claim, action, or proceeding.
Except as otherwise provided in this agreement or with the consent of the
other party hereto, we both agree that all information including, without
limitation, business and financial information, customer and vendor lists,
and pricing and sales information, concerning us or you, respectively, or any
of our Referrals provided by or on behalf of any of them shall remain
strictly confidential and secret and shall not be disclosed to third parties,
or utilized, directly or indirectly, by such party for its own business
purposes (except as contemplated by this agreement) or for any other purpose
except and solely to the extent that any such information is generally known
or available to the public through a source or sources other than such party
hereto or its Referral. Notwithstanding the foregoing, each party is hereby
authorized to deliver a copy of any such information (a) to any person
pursuant to an order issued by any court or administrative agency, (b) to its
accountants, lawyers, or other professional advisors on a confidential basis,
and (c) otherwise as required by applicable law.
Limitation of Liability
We will not for any reason whatsoever be liable for any direct, indirect,
special, or consequential damages, or any loss of revenue, profits, or data,
arising in connection with this agreement or the Referral Program, even if we
have been advised of the possibility of such damages. Without limiting the
generality of the foregoing, our aggregate liability will not for any reason
whatsoever exceed the total commission fees paid or payable to you under this
You hereby agree to indemnify and hold harmless FJAproducts.com, and its
subsidiaries and Referrals, and their 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 solicitors fees) (any or all of
the foregoing hereinafter referred to as "Losses") insofar as such
Losses (or actions in respect thereof) arise out of or are based on (i) any
claim that our use of the Trademarks infringes on any trademark, trade name,
service mark, copyright, license, intellectual property, or other proprietary
right of any third party, (ii) any misrepresentation of a representation or
warranty or breach of a covenant and agreement made by you herein, or (iii)
any claim related to your site, including, without limitation, content not
provided by us.
You acknowledge that you have read this agreement, understand it in its
entirety, and agree to all of its terms and conditions. You understand that
we may at any time (directly or indirectly) solicit customer referrals on
terms that may differ from those contained in this agreement You have
independently evaluated the desirability of participating in the Referral
Program and are not relying on any representation, guarantee, or statement
other than as set forth in this agreement.
This agreement will be governed by the laws of the United States without
reference to rules governing choice of laws.
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