Embedded Tools Partner Agreement
Prior to submitting an application to become a Buy Domains Embedded Tools Partner, please read and understand the terms and conditions of this Agreement.
As used in this Agreement, "YOU" and "YOUR" means the applicant and "WE" and "OUR" means Buy Domains. The word "site" refers to a World Wide Web site and, depending on the context, refers to either the Buy Domains web site located at the URL address http://www.buydomains.com or to the site that YOU will identify in the Embedded Tools Partner Application and link to the Buy Domains site.
This Embedded Tools Partner Agreement is made by and between BUYDOMAINS.COM, Inc., a Bethesda, Maryland Corporation, and YOU.
ENROLLMENT
WE operate an Embedded Tools Partner Program, allowing YOU to earn compensation through OUR domain name search and registration services. In order to become a Partner, a Buy Domains Embedded Tools Partner Application must be filled out and submitted. WE will evaluate YOUR application in good faith and YOU will be notified via email of YOUR acceptance or rejection usually within three (3) business days. WE reserve the right to reject your application if YOU or YOUR online business is determined to be unsuitable for the Embedded Tools Partner Program for any reason. If YOUR application is rejected, YOU may not, at any time, reapply to join our program. If WE accept YOUR application and YOUR site or online business is thereafter determined (at OUR sole discretion) to be unsuitable for the program, WE may terminate this Agreement at any time.
RELATIONSHIP OF PARTIES
YOU and WE are independent contractors, and nothing in this Agreement will create any joint venture, agency, franchise, sales representative, or employment relationship between the parties. YOU will have no authority to make or accept any offers or representations on OUR behalf. YOU will not make any statement, whether on YOUR site or otherwise, that reasonably would contradict anything in this Section.
Within the terms of this Agreement, YOU are a Partner. As a Partner, YOU agree to, but are not limited to the following Good Business Practices:
- YOU have a quality, professionally done web site.
- YOUR web site does not contain or promote, or link to web sites that contain or promote any of these types of content: violence, discrimination based on race, sex, religion, nationality, disability, mother status, sexual orientation, or age, pornography, defamatory, or any illegal activities including violation of federal or state securities laws.
- YOU do not mislead others.
EMBEDDED TOOLS
If YOU have been accepted into OUR Embedded Tools Partner Program, WE will provide YOU with an HTML snippet and technical guidelines designed for YOUR web site. The actual words and placement of the text located within the interface of the embedded tools may not be changed without OUR prior approval. Request for any changes regarding the actual text as stated on the embedded tools interface must be approved in writing, via email, prior to placing on YOUR site. YOU may change the font style, color, and size of the tool's interface text to accommodate YOUR site's "look and feel" at YOUR discretion. Any unauthorized changes to the actual text will result in immediate termination of this Agreement and all affiliate tools must be removed from YOUR site immediately.
If, for any reason, any changes occur regarding the visual appeal or layout of OUR web site, YOU will be notified. If any changes including, but not limited to, OUR pricing structure, products or services occur, YOU will be provided with additional tools to represent those changes if WE deem it necessary. As a Partner, YOU are responsible for taking action to remove or add partner tools from YOUR site to accommodate any changes as stated above.
YOU are solely responsible for ensuring that the content of YOUR site and YOUR products, and services that YOU offer from YOUR site, comply with all applicable copyright laws, trademark laws, servicemark laws and all other laws. YOU must have express permission to use another party's copyrighted and/or other proprietary material. WE are not responsible for YOU use or misuse of another party's copyrighted or other proprietary material on YOUR site in violation with any law or agreement.
YOUR partner tools must be placed such that they will not mislead the visitor. In addition, YOUR embedded tools must be placed with the intent that it is reasonably likely that they will deliver bona fide sales, clicks related to Buy Domains' products and services for the link.
Posting a link/banner on YOUR site constitutes a binding agreement under the terms and conditions set forth herein.
TRACKING SALES
WE will track critical information regarding sales; clicks that result in sales directly from YOUR embedded tools from YOUR web site. Based on this information, WE will allocate payouts. Domain registration and sales orders placed by customers who follow links from YOUR site to OUR registration pages will be processed by Buy Domains. WE is responsible for all order entries, payment processing, registrations, cancellations, and related customer service. WE will be responsible for tracking the volume and amount of sales generated by YOUR web site, and for providing information to OUR Partners regarding sales statistics.
As a Partner, YOU will have real-time online access to check YOUR Partner account stats and commission earnings. WE are responsible for issuing YOUR unique tracking ID, and initial account log in information. As the Buy Domains Embedded Tools Program expands, additional tools and account options will be available and YOU will be notified of access changes and Partner responsibilities.
COMMISSION PAYMENTS
WE pay a 10% commission for domain name registrations generated from the embedded tools. All commissions are computed pre-tax.
In order to earn commission, a minimum of $100 must be credited to your account within a six (6) month period. OUR commission structure is based on a limited accrual system. If you do not reach the $100 minimum to earn commission, your account balance will carry over to the following month for no more than six (6) consecutive months. If you do not meet the six (6) month, $100 minimum or if there is inactivity with your account (zero (0) sales and/or zero (0) traffic) for ninety (90) consecutive days, you will not receive credit for accrued commission. Your account balance will clear (0.00 balance) and you may be automatically terminated from the program.
YOU will receive YOUR commission check on a monthly basis. Twenty-five (25) days following the end of each month WE will send you a check for all commissions earned within the previous month, provided you meet the $100 minimum payout requirement.
If a domain name registration that generated a commission is canceled/ returned by the customer, or payment is deducted back from OUR Account for any reason, WE will deduct the corresponding commission from the next monthly payment YOU have earned. If for any reason YOUR contract is terminated prior to deducting the payment due on YOUR account, YOU will be liable for paying the amount of commission for that sale YOU originally earned. Please note a commission is not earned or paid until all sales transactions are completed and the minimum payout amount has been generated. WE do not pay interest for accrued but undelivered referral fee payments.
TERM OF THE AGREEMENT
The term of this Agreement will begin upon our acceptance of YOUR Embedded Tools Partner Application and will end when terminated by either party. Either YOU or WE may terminate this Agreement, with or without cause, seven (7) days after providing written notice of termination via mail or email. Any violation of this Agreement will result in immediate termination with no notice. YOU are only eligible to earn referral fees on domain sales occurring during the term, and the referral fees earned through the date of termination will remain payable. Upon termination, for any reason, YOU must remove all links and graphics from YOUR web site and refrain from publishing the same in any manner whatsoever. After WE have approved YOUR application, WE still reserve the right to terminate OUR Partner relationship with YOU at anytime for any reason. WE must provide YOU with seven (7) days notice that WE intend to terminate YOUR linking/banner rights and that this notice will specify bona fide reasons for such termination. YOUR termination in this manner shall not affect any referral payments that YOU earned prior to termination.
MODIFICATION
WE may modify any of the terms and conditions contained in this Agreement at any time and, at OUR sole discretion, by posting a change notice or new agreement on OUR site or modifying the existing agreement on OUR web site. Modifications may include, for example, changes in value of available referral fees, referral fee schedules, payment procedures, and Partner Program rules. If any modification is unacceptable to YOU, YOUR only recourse is to terminate this agreement. YOUR continued participation in the program following OUR posting of a change notice or new agreement on OUR web site or upon a change in OUR web site will constitute binding acceptance of the change.
LIMITATION OF LIABILITY
WE will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Partner Program, even if WE have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Partner Program will not exceed the referral fees paid or payable to YOU under this Agreement.
DISCLAIMERS
WE make no express or implied warranties or representations with respect to the Partner Program or any of OUR products sold through the Partner Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, WE make no representation that the operation of OUR site will be uninterrupted or error-free, and WE will not be liable for the consequence of any interruptions or errors. YOU are responsible for the operation and maintenance of YOUR site.
INDEPENDENT INVESTIGATION
YOU acknowledge that YOU have read this Agreement and agree to all its terms and conditions. YOU understand that we may at any time (directly or indirectly) solicit member referrals on terms that may differ from those contained in this Agreement or operate web sites that are similar to or compete with YOUR web site. YOU have independently evaluated the desirability of participating in the program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
MISCELLANEOUS
The laws of the State of Maryland will govern this Agreement, without reference to rules governing choice of laws. 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 provision or any other provision of this Agreement. If any provision of this Agreement is or becomes inconsistent with any applicable law of regulation, the provision will be deemed rescinded or modified to conform to such law or regulation. All of the other provisions of the Agreement will continue in full force effect.