USLEDSUPPLY AFFILIATE PROGRAM
Terms and Conditions
In order to participate in USLEDSUPPLY’s Affiliate internet marketing program through AffiliatesforAll.org, or by using this affiliate software to track in-person sales, you must agree to abide by the terms and conditions contained in this agreement. Please read this agreement carefully before applying to our affiliate program. By signing up for USLEDSUPPLY’s affiliate program, you indicate your acceptance of this agreement and its terms and conditions.
USLEDSUPPLY will evaluate your registration form and notify you whether your website is accepted for participation in the USLEDSUPPLY Affiliate Program administered by USLEDSUPPLY. We may reject your application after initial approval if we determine (in our sole discretion) that your Site is unsuitable for the Program.
1.1 “You” “Your” refers to any affiliate of the USLEDSUPPLY affiliate program. Participation in the program constitutes full and complete acceptance of the Terms and Conditions set forth herein.
1.2 “Us” “We” refers to USLEDSUPPLY in this agreement.
2. Affiliate Relationship
2.1 This Affiliate relationship is one of independent contractors. USLEDSUPPLY will not be liable for indirect, special or consequential damages arising in connection with this program and our aggregate liability arising with respect to this program will not exceed the total referral fees paid or payable to you. USLEDSUPPLY makes no express or implied warranties or representations with respect to the program. In addition, USLEDSUPPLY makes no representation that the operation of the service will be uninterrupted or error-free, and USLEDSUPPLY will not be liable for the consequences of any interruptions or errors.
2.2 USLEDSUPPLY is located in
410 Woodland Rd.
Mercer, PA 16137
3. USLEDSUPPLY’s Responsibilities
3.1 Coded URL: Upon your acceptance as an affiliate, USLEDSUPPLY will provide you with a URL coded to specifically identify you which will allow you to create a link to the USLEDSUPPLY website. You may post this link in any location, as many times as you like subject to the remaining terms of this agreement regarding acceptable links.
3.2 Subdomain: This applies to people who wish to act as an offline sales representative for USLEDSUPPLY. The creation of a subdomain is at the discretion of USLEDSUPPLY. If you will be using your affiliate link to sell to people offline, we may choose to give you a USLEDSUPPLY subdomain, which could be printed on business cards or your private promotional materials. This enables contacts which you meet at trade shows, etc. to be linked to your account. With this option, you may also write a short bio displayed on our website, introducing you as a sales representative for our company. Details of these relationships are worked out on a case-by-case basis.
3.3 Materials: USLEDSUPPLY may provide certain materials for use by you and on your site. These materials may include, but are not limited to USLEDSUPPLY banners and ads which can be placed on your website. USLEDSUPPLY retains all rights in these materials including the right to modify, remove (or ask you to remove), and to stop using said materials at any time and for any reason. Affiliates may alter the materials provided if said alterations are approved by USLEDSUPPLY in writing and do not violate other parts of this agreement. If you will be using a subdomain, you may order, for a fee which covers expenses: business cards, pamphlets, and/or product samples to aid in your affiliate program. Contact USLEDSUPPLY for more information about these options.
3.4 Tracking: USLEDSUPPLY agrees to track the customers referred to USLEDSUPPLY via the link provided to you for that purpose. USLEDSUPPLY will pay you a commission for each such referral which results in a sale and is made in compliance with this agreement pursuant to the commission schedule and the terms set forth in this affiliate agreement.
3.5 Lifelong Commissions: As long as you remain active as an affiliate, you will receive the commissions of any repeat customer originally referred to USLEDSUPPLY by you. Your account is considered “Active” if you make sales or at least login to your affiliate account every six months.
4. Affiliate Responsibilities
4.1 Minimum Age: You agree that you are 18 years of age or older on the date that you first approve the terms hereof. You agree that you are in a jurisdiction where participation in the USLEDSUPPLY Affiliate Program does not violate any law, ordinance, regulation or standard. Each party represents to the other that it has full binding authority to enter into this agreement.
4.2 Operative Link: You will link to areas within USLEDSUPPLY.com using special URLs. You may post as many links on your website as you like, at your discretion and without violating any of the other terms in this agreement. You agree to take full responsibility for ensuring the proper and continuing operation of your coded URL. You must ensure that the proper graphics are used with the appropriate URLs, and that the URLs link to the correct pages. You agree that you will notify USLEDSUPPLY if your coded URL ceases to function or ceases to function properly. You must promptly remove links upon USLEDSUPPLY’s request.
4.3 Representations: You agree that you will not make any representations, promises, warranties or other statements concerning USLEDSUPPLY, USLEDSUPPLY’s website, any of USLEDSUPPLY’s products or services, or USLEDSUPPLY’s site policies, other than as may be expressly approved in writing by USLEDSUPPLY or as otherwise provided to you by USLEDSUPPLY for that purpose.
4.4 Amendments: You agree that this agreement may be amended by USLEDSUPPLY at any time without notice to you. You agree to keep advised of any changes to this agreement by checking the USLEDSUPPLY website on a periodic basis.
5. Affiliate Links
5.1 You may use graphic and text links both on your website and in emails. The site may also be advertised "offline" in classified ads, magazines, and newspapers. You may use the graphics and text provided to you by us, or you may create your own as long as they are deemed appropriate according to the conditions in this Agreement.
6. Affiliate Tracking
6.1 When a web surfer clicks through your affiliate link, a cookie is set in their browser that contains your affiliate username. Also, their IP address is tracked in the database along with your affiliate name. When this person decides to buy a product, the script will look for this cookie and/or try to match their IP address to identify the affiliate who will be awarded the commission. Visitors sent through your affiliate link may make a purchase later in time and the commission will still be awarded if the cookie is present in their browser and/or they are using the same IP address as the one logged in the database. USLEDSUPPLY does not use any type of cookie-cutting software or other unethical methods of avoiding cookie tracking.
7. Terms of the Agreement
7.1 These terms will begin upon your signup with the affiliate program and will end when your affiliate account is terminated. The terms of this agreement may be modified by USLEDSUPPLY at any time. If any modification to the terms is unacceptable to you, your only choice is to terminate your affiliate account. Your continuing participation in the program will constitute your acceptance of any change.
8. Execution and Acceptance
8.1 By using a Link provided by Affiliate Program, you execute, accept, enter into, and become party to this Agreement. At such point, USLEDSUPPLY simultaneously and automatically becomes counter-party to this Agreement. The Effective Date of such Agreement is the day on which the Link is used by you.
8.2 Your agreement to the terms set forth herein is manifested by any participation in the USLEDSUPPLY Affiliate Program including the submission of the affiliate application form and the collection of any commission under this agreement. This agreement may be modified, amended, altered or otherwise changed by USLEDSUPPLY without notice to any other party other than changing the agreement itself made available by USLEDSUPPLY to the affiliates on the USLEDSUPPLY web site.
9.1 USLEDSUPPLY will pay you a commission equal to five (5%) percent (the final price paid for x products, before the deduction of credit card fees) for all customer purchases, utilizing the Links between your Web site and ours, for products which we deliver to such customer and for which we have received full payment. A commission will only be paid if the customer is tracked as originating from your Link from the time of the Link to the time of the sale. However, no commission will be paid for orders that are refunded, not paid for, undeliverable or payment for which is credited to any customer.
9.2 Products referred to in this agreement refer to individual products available directly through USLEDSUPPLY.com. No commission is due or payable on the sale of any products sold by USLEDSUPPLY partners, affiliates, advertisers or sponsors.
9.3 USLEDSUPPLY shall have the sole right and responsibility for processing all orders made by Customers. Affiliate acknowledges that all agreements relating to sales to Customers shall be between USLEDSUPPLY and the Customer.
9.4 A “Qualifying Link” is a link from Affiliate’s site to USLEDSUPPLY using one of the Required URLs or any other URL provided by USLEDSUPPLY.
9.5 All determinations of Qualifying Links and whether a commission is payable will be made by the Affiliates for All software and will be final and binding on both USLEDSUPPLY and Affiliate. Prices for the products will be set solely by USLEDSUPPLY in its discretion.
9.6 Payment Date. USLEDSUPPLY will pay to you all qualified commissions on or before the end of the month following the date upon which the commission is incurred.
9.7 Payment Form. Commissions will be paid either via Paypal account or bank account provided to the Affiliate Department. Any changes to this preference may be made via email to desta@usLEDsupply.com. USLEDSUPPLY is not responsible for any loss or damage sustained as the result of any dealings with or otherwise arising out of disputes with PayPal or your personal bank.
10. Ownership and Licenses.
10.1 Property Ownership: Each party to this agreement shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.
10.2 License: USLEDSUPPLY grants you as an affiliate a revocable, non-exclusive, worldwide License to use, reproduce and transmit the USLEDSUPPLY logos, trademarks and service marks on your site and only your site for the sole purpose of facilitating a link between your site and USLEDSUPPLY to accomplish the purpose and intent of this affiliate agreement. Except as expressly set forth in this Agreement or permitted by applicable law, you may not copy, distribute, change, modify, reverse engineer, or create derivative works from the same. Any good will resulting from your use of USLEDSUPPLY’s name, logos, trademarks, service marks and trade dress will inure solely to the benefit of USLEDSUPPLY and will not create any right, title, or interest for you. Affiliates may not sublicense, assign or transfer any such licenses, and any attempt at such sublicense, assignment or transfer is void.
10.3 Prominence: Your use of USLEDSUPPLY’s name, logos, trademarks, service marks, and trade dress must be in a manner that is clearly less prominent than that of your name, logos, trademarks, service marks, trade dress, products and/or site name. Affiliates shall not create or attempt to create an impression that there is an association or affiliation between USLEDSUPPLY and Affiliate beyond the arrangement outlined in this Agreement. You should not take any action that could reasonably cause any customer confusion as to our relationship with you.
10.4 Permission: To obtain permission to advertise the Link in ways not specifically covered in this Agreement, you must email us with your proposed advertising method, affiliate ID, and personal contact information and we will then contact you regarding this request. We do encourage creativity in the affiliate process which could potentially improve an Affiliate’s success; however, any new advertising method must meet our standards of quality. Such requests will be given due consideration and USLEDSUPPLY reserves the right to deny any such requests without reason or justification.
10.5 Review: Affiliate shall always maintain the quality of its services at a level satisfactory to USLEDSUPPLY. USLEDSUPPLY shall at times have the right to review Affiliate’s activities related to this Agreement.
10.6 Except for the license granted, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to the Licensed Materials, the Link, link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to the USLEDSUPPLY domain name or other USLEDSUPPLY web properties. You shall not assert the invalidity, unenforceability, or contest the ownership by USLEDSUPPLY of the Licensed Materials, the USLEDSUPPLY Site, or any related links, artwork, logos or other materials in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice USLEDSUPPLY’s rights in the marks, render the same generic, or otherwise weaken their validity or diminish their associated goodwill.
10.7 You grant to us a non-exclusive license to utilize your company name and logo, as the same may be amended from time to time (the "Affiliate Trademarks"), to advertise, market, promote and publicize in any manner your participation in the Program or our rights hereunder; provided, however, that we shall not be required to so advertise, market, promote or publicize.
10.8 Cease use upon demand. You agree to immediately cease the use of any mark upon request made by USLEDSUPPLY to the email address provided by you and maintained on file for you by USLEDSUPPLY. You agree to immediately cease the use of any link created by you to USLEDSUPPLY upon request by USLEDSUPPLY to the email address provided by you and maintained on file for you by USLEDSUPPLY.
11. Revocation of Affiliate Status
Your affiliate application and status in the program may be suspended or terminated for any of the following reasons:
11.1 Non-Infringement. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and USLEDSUPPLY that you will not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy.
11.2 Violation of Law. That you will not violate any applicable law, ordinance, regulation or standard.
11.3 Terms of Service. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and USLEDSUPPLY that you agree to be bound by the USLEDSUPPLY General Terms of Service which are incorporated herein.
11.4 Unsolicited Email. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and USLEDSUPPLY that you will not use or otherwise permit the use of unsolicited commercial email (a.k.a. SPAM) in relation to the USLEDSUPPLY Affiliate Program. These include mass email, mass newsgroup postings, etc. Affiliate emails must comply with the CAN-SPAM Act of 2003 and any comparable laws that apply to the transmission of Affiliate’s emails.
11.5 Defamation/Libel. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and USLEDSUPPLY that you will not transmit any information which is or might be considered to be defamatory or libelous.
11.6 Search Terms: You may not seek to purchase or register any keywords, search terms or other identifiers related to the trademarks of USLEDSUPPLY or the trade or service marks or names of USLEDSUPPLY’s primary competitors, including misspellings or variations thereof for use in any search engine, portal, sponsored advertising service or other search or referral service (including USLEDSUPPLY products, USLEDSUPPLY lights, etc.). Affiliate may be required to employ negative keyword matching to prevent violation of this guideline. Affiliate may bid on generic search terms (LED lights, LED lighting, flexible LED strips, RGB LEDs, etc.) from Search Engines provided that Your search terms, listing titles, and descriptions, and the content of their websites do not violate the copyright or any other rights of USLEDSUPPLY or third party, as determined by USLEDSUPPLY at its sole discretion, or otherwise violate the Terms of Service for the Search Engine that will display the advertising. In addition, do not seek to purchase or register any domains or other identifiers that include variations on the trade or service marks or names of USLEDSUPPLY intended to approximate misspellings or typographical mistakes or which otherwise would constitute typo or domain squatting, including variations thereof for use in any search engine, portal, sponsored advertising service or other search or referral service.
11.7 Decency. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and USLEDSUPPLY that you will not transmit any information which is or might be considered to be lewd, pornographic, obscene, derogatory, sexually explicit, etc. Do not promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
11.8 Unfair Competition. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and USLEDSUPPLY that you will not violate any laws regarding unfair competition, anti-discrimination or false advertising or the USLEDSUPPLY General Terms of Service. This includes the use of inappropriate advertisements containing false claims or misleading hyperlinks.
11.9 Promote Violence. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and USLEDSUPPLY that you will not take any action which might promote violence, contain hate, or use offensive speech. You may not be associated with sites which contain or promote illegal activities.
11.10 Damage USLEDSUPPLY. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and USLEDSUPPLY that you will not take any action that would in any way damage USLEDSUPPLY or otherwise compromise its servers or equipment including utilize or otherwise transmit at any time contain viruses, Trojan horses, worms, time bombs, cancelbot or other similar harmful or deleterious programming routines.
11.11 No Deceptive Practices. You agree not to utilize any link that is or can be initiated automatically without the user clicking on the link. Affiliate will not engage in deceptive software download or computer settings practices to promote USLEDSUPPLY’s site. The prohibited deceptive practices include, but are not limited to, installing software without user knowledge, changing a user’s home page without securing user permission, and offering downloadable software that does not install.
11.12 Termination: Either party may terminate this agreement at any time upon notice in writing to the other party. USLEDSUPPLY reserves the right to terminate an account at any time, for any reason. The breach of this agreement, or any provision thereof, knowingly or otherwise, willful or otherwise, is grounds for immediate suspension or at the sole option of USLEDSUPPLY termination of this agreement in its entirety.
12. Upon Termination of this Agreement
12.1 You shall be entitled only to those Commissions, if any, earned by you on or prior to the date of termination excluding amounts due to actual fraud, credit card fraud, credit card chargebacks and bad debt and credits for cancelled services or as otherwise in violation of this Agreement.
12.2 You shall in no event be entitled to Commissions with respect to referrals delivered after the date of termination, irrespective of whether any service or product order, contract, or commitment relating thereto was entered into prior to the date of termination.
12.3 Upon termination, your rights and licenses under this agreement shall immediately terminate and you shall remove the Link or other Licensed Materials from Your Site.
12.4 You shall return to USLEDSUPPLY any confidential information, and all copies thereof, in its possession, custody and control and will cease all uses of any trade names, trademarks, service marks, logos and other designations of USLEDSUPPLY and the Affiliate Program.
12.5 We may withhold payment of Commissions, or any portion thereof, for a reasonable time to ensure that the correct amount is paid and the sale is legitimate under the terms of this agreement.
12.6 Upon any termination of this Agreement, you and USLEDSUPPLY will be released from all obligations and liabilities to the other occurring or arising after the date of such termination or the transactions contemplated hereby, except with respect to those obligations which by their nature are designed to survive termination as provided herein; provided that no such termination will relieve you from any liability arising from any breach of this Agreement occurring prior to termination.
13.1 You hereby agree to indemnify and hold harmless USLEDSUPPLY, its parent company, sister companies, subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, expenses (including reasonable attorneys' fees), and costs (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, or in any way connected with this Agreement, including but not limited to:
13.2 Any breach by you of any warranty, representation, or agreement contained herein.
13.3 The performance of your duties and obligations hereunder.
13.4 Your negligence.
13.5 Any injury (including death) to persons or damages to property caused directly or indirectly by your negligent or intentional acts or omissions.
13.6 The unauthorized use of any USLEDSUPPLY intellectual property, including but not limited to the banners, logos, text or graphics; USLEDSUPPLY, and or any part of the Affiliate Program.
13.7 Any claim that our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party.
13.8 Any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein,
13.9 The development, operation, maintenance and upkeep of Your Site and products and services offered from Your Site.
13.10 Any claim related to Your Site, including, without limitation, therein not attributable to us.
14.1 Except as otherwise provided in this Agreement or with our prior written consent, Affiliate agrees that all information including, without limitation, the terms of this Agreement, USLEDSUPPLY’s business and financial information, its customer lists, and its pricing and sales information, shall remain strictly confidential and shall not be utilized, directly or indirectly, by Affiliate for its own business purposes 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 Affiliate. Notwithstanding the foregoing, Affiliate may deliver a copy of any such information (a) pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation or legal process. Should you be required under applicable law, or the other reasons discussed above, to disclose Confidential Information, you shall:
14.2 Give at least thirty (30) days prior written notice of such disclosure to USLEDSUPPLY;
14.3 Use your best efforts to limit such disclosure; and
14.4 Make such disclosure only to the extent so required.
14.5 USLEDSUPPLY shall own and retain all right, title and interest in all names, addresses and other identifying information of Customers visiting USLEDSUPPLY’s sites (”Customer Data”) that USLEDSUPPLY collects, including without limitation, Customers who access USLEDSUPPLY’s sites through Qualifying Links, and Affiliate shall have no right to use any such Customer Data.
14.6 Your obligations hereunder with respect to Confidential Information shall survive the expiration or earlier termination of this Agreement.
15.1 You shall not create, publish, distribute, or permit any written or graphical material that makes reference to USLEDSUPPLY other than those mentioned in this Agreement or otherwise provided by USLEDSUPPLY, without our prior written consent, which may be granted, in our sole discretion, provided such materials are not in direct conflict with USLEDSUPPLY’s own marketing efforts.
16.1 The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.
17.1 The rights and remedies of USLEDSUPPLY hereunder shall not be mutually exclusive, i.e., the exercise of one or more of the provisions hereof shall not preclude the exercise of any other provision hereof. You acknowledge, confirm, and agree that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision hereof, the respective rights and obligations hereunder shall be unenforceable by specific performance, injunction, or other equitable remedy. Nothing contained in this Agreement shall limit or affect any rights at law or otherwise of USLEDSUPPLY for a breach or threatened breach of any provision hereof, it being the intent of this provision to make clear that the respective rights and obligations of USLEDSUPPLY shall be enforceable in equity as well as at law or otherwise.
18. Warranty Disclaimer
18.1 YOU ACKNOWLEDGE AND AGREE THAT ANY SERVICES OR MATERIALS PROVIDED BY USLEDSUPPLY PURSUANT TO THIS AGREEMENT ARE PROVIDED AS IS, WITH ALL FAULTS AND AS AVAILABLE, AND THAT USLEDSUPPLY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS, ON ITS OWN BEHALF ON AND BEHALF OF ITS SUPPLIERS, DISTRIBUTORS AND LICENSORS, ANY WARRANTIES AS TO THE USEFULNESS, ACCURACY, RELIABILITY OR EFFECTIVENESS OF ANY SERVICES OR MATERIALS PROVIDED HEREUNDER OR THAT THE SERVICES PROVIDED HEREUNDER WILL BE UNINTERRUPTED, ERROR FREE OR AVAILABLE THROUGH ANY PARTICULAR METHOD OF DISTRIBUTION, OR THAT ANY SERVICES OR MATERIALS PROVIDED PURSUANT TO THIS AGREEMENT WILL WORK WITH EVERY INTERNET BROWSER, OR THAT DEFECTS HAVE BEEN OR WILL BE CORRECTED, OR THAT SUCH SERVICES OR MATERIALS WILL MEET THE NEEDS OF ANY PARTY. WITHOUT LIMITING THE FOREGOING, AND EXCEPT AS OTHERWISE PROVIDED HEREIN, USLEDSUPPLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT WILL USLEDSUPPLY BE LIABLE TO YOU FOR ANY SERVICE FAILURE, DISRUPTION, DOWNTIME OR INCORRECT LINKAGE UNDER THIS AGREEMENT.
19.1 In no instance shall USLEDSUPPLY be liable to you for lost profits or any consequential, special, incidental, or indirect damages due to affiliate tracking failures, loss of database files, and any results of "intents of harm" to the program or our website. This applies whether or not USLEDSUPPLY has been advised of the possibility of such damages. This section shall not limit either party liability to the other for willful or malicious misconduct, gross negligence, indemnification, or either party’s liability for death or personal injury or their own acts of fraud. We do not claim any expressed or implied warranties with respect to the affiliate program and/or products sold at this site. We make no claim that the operation of the affiliate program and our website will be error-free and we will not be liable for any interruptions or errors.
20. Entire Agreement
20.1 Together with the above guidelines, this Agreement constitutes the entire agreement between the Parties. No prior or contemporaneous written or oral representation of the Affiliate Program form a part of this Agreement, and this Agreement supersedes all prior agreements between the Parties relating to the subject matter of this Agreement. This agreement shall not be modified except in writing by the posting of a new agreement by USLEDSUPPLY on the USLEDSUPPLY.com website.