The following terms govern and apply to all the domain names, their sub-domains and sub-directories that relate to and constitute the property of Ambassador Synergy LLC doing business as AmbassadorDentalPlans.com (“ADP”).
This agreement describes the entire terms and conditions for participation in the ADP Affiliate Program. In this agreement, the term "Affiliate" refers to you (the applicant). Wherever the agreement refers to “you" or "your", it means "the Affiliate"; "we" or "our" refers to ADP.
Affiliate Account
ADP will create an account for you when you submit a complete Affiliate Enrollment Form and we approve it.
Commissions
You will receive commissions from orders placed through your Affiliate Site or Affiliate account (unless noted otherwise for a particular product or service) less the charges outlined by ADP in the agreement outlined by any third party servicer we appoint. For a sale to generate a commission to an Affiliate, the customer must complete the order form and remit full payment for the product ordered. Commissions will only be paid on sales that are made through qualified Affiliate links.
Payment and Charge Backs
ADP reserves the right to establish minimum commissions for which we will issue a payment. This minimum amount may change from time to time. If you have not earned enough commissions to justify issuing a payment ADP will carry forward those commissions until the minimum has been reached and will then issue a payment on the next payment cycle. ADP will send a check for the applicable commissions within the framework of their policies. If any order that generated a referral fee is returned by the customer, or if there are any returned checks or charge backs, the amount will be deducted by ADP from the next payment due affiliate. When you have been paid an aggregate $599 in any calendar year you must complete a USA W-9 for our records. ADP will withhold commission payments until a complete W-9 is received. For any account that remains dormant for any reason for more than 12 months, you agree that commissions will be lost with no further notice by ADP with an account closing fee equal to the amount of the commissions you surrender.
Order Fulfillment
ADP will be solely responsible for processing every order placed by a customer on the Affiliate Site. You are not authorized to sell any of these products from your site as a "reseller" and no "resale" rights are granted in ANY way on these products unless otherwise noted.
Customers
Customers who purchase products and services through the Affiliate Program will be deemed to be customers of ADP. Accordingly, all rules, policies, and operating procedures concerning customer orders and service will apply to those customers. We may change our policies and operating procedures at any time. Prices and availability of our products and services may vary from time to time. ADP policies will always determine the price paid by the customer.
Qualification for Commissions
Affiliates must have an active account and active link from their website to their Affiliate link in order to qualify for commissions.
Qualifying Sites
ADP reserves the right not to accept any site into the Affiliate Program or to cancel at any time based on site content. Sites that Do Not Qualify for the Affiliate Program include sites which:
•Promote sexually explicit materials
•Promote violence
•Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
•Promote illegal activities
•Violate intellectual property rights
Unsolicited Commercial Email or SPAM
ADP in no way participates in mass unsolicited emailing (i.e. spamming), and all Affiliates are expected to adhere to this policy as well. Violation of this policy will result in the termination of this contract and immediate dismissal from the ADP Affiliate Program, with no refund.
You may not post links to chat rooms, guestbooks, blogs, comments, or any other unsolicited sites you do not publish. You may not establish a reseller affiliate program or sub-publish our affiliate program without the express, prior and written consent of ADP. You agree to indemnify ADP for any claims arising out of your affiliate relationship(s), your vendors, employees, customers.
Bottom line: If you spam you're out!
Relationship of Parties
You and we are independent contractors, and nothing in this Agreement will create any partnership, 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 this statement.
Ownership of Intellectual Property, Copyrights & Trademarks
Proprietary Rights and Licenses. For each ADP Program that You have been accepted for, ADP grants to You a revocable, non-transferable, royalty free, sublicense to display and Link to ADP's Website or Website content, and all trademarks, service marks, tradenames, and/or copyrighted material ("Content"), from each of your Websites and/or subscription email for the limited purposes of Promoting ADP's Program and subject to the terms and conditions of this Agreement. The foregoing rights are sub-licensable by You to your Sub-Publishers only if authorized by ADP in writing.
Term and Termination
The term of this Agreement will begin when you accept and will end when terminated by either party. Either ADP or you may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, all licenses granted hereunder shall immediately terminate and you will immediately cease use of, and remove from Affiliate's Web Site, all links to the ADP Co. Site, and all ADP trademarks and logos, other ADP Co. Marks and all other materials provided in connection with this Agreement.
We may reject your application or terminate you if we determine (in our sole discretion) that your site is unsuitable for the Program for any reason, including, harmful, threatening, defamatory, obscene, sexually explicit harassing, or racially, ethically, or otherwise objectionable, such as sites that:
•Promote sexually explicit materials;
•Promote violence;
•Promote discrimination based on sex, religion, nationality, disability, sexual orientation, or age;
•Promote illegal activities; or
•Infringe or otherwise violate any copyright, trademark, or other intellectual property rights.
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 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 Program will not exceed the total commissions paid or payable to you under to this Agreement.
Disclaimers
We make no express or implied warranties or representations with respect to the Affiliate Program or your potential to earn income from the Affiliate Program. In addition, we make no representation that the operation of our site or the Affiliate links will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
Notices
ADP will give you notices via email at the email you have given us. Neither party is obligated to give notices in writing except where legal action is pending in such case Notice will be effective when deposited, posted prepaid, certified – return receipt in the US Mail or by personal service where required by operation of law.
Disputes
If a dispute arises under this agreement, we agree to first try to resolve it with the help of a mutually agreed-upon mediator in the following location: St. George Utah, USA. Rule of Law will be the State of Utah, USA. Any costs and fees other than attorney fees associated with the mediation will be shared equally by each of us.
If it proves impossible to arrive at a mutually satisfactory solution through mediation, we agree venue shall be St. George Utah, USA. The prevailing party will be entitled to reasonable attorney’s fees, costs, costs of collection, travel, expert witness, and accounting. Interest on any judgment from the date of default shall be awarded at 18% per annum. No remedy or election shall be deemed exclusive, but shall, wherever possible, be cumulative with all other remedies at law or in equity.
Assignment
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.
Miscellaneous
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 of the provisions of this Agreement are determined by a court to be unenforceable, they shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect.
Neither party will be held liable for Force Majeure (acts of God).
By signing up with ADP, you acknowledge that you have read this agreement and agree to all its terms and conditions. You have independently evaluated this program and are not relying on any representation, guarantee or statement other than as set forth in this agreement.
IF YOU ARE AN INDIVIDUAL, YOU REPRESENT AND WARRANT THAT YOU WERE AT LEAST 18 YEARS OF AGE ON THE EFFECTIVE DATE OF THIS AGREEMENT
Affiliates
