GearLink Affiliate Agreement for zZounds.com
Thanks for reading the GearLink Affiliate Agreement for promoting zZounds.com. This agreement details the terms and conditions regarding your participation in the GearLink affiliate program, hereby referred to as the "Program", where you will be able to earn payment in exchange for your promotional efforts. In the agreement, the terms "we", "us", and "our" refer to GearLink, and "you" or "your" refers to the affiliate or affiliate applicant. As a GearLink client, zZounds.com allows us to act as a representative and supports the rules of the agreement between you and us.
If you're into music gear, affiliate marketing, or both, we're psyched that you're interested in promoting our client, zZounds.com. The first step towards becoming one of our affiliates is applying to the Program. You must submit a complete Program Application. We will promptly review your application and let you know via email whether your application has been accepted or rejected.
Acceptance into the Program grants you the non-exclusive right to earn referral fees on sales generated by customers voluntarily referred to the zZounds.com website through links placed on your website or links otherwise allowed through the terms and conditions of this agreement.
The Program is designed with the best interests of our customers, manufacturers, and affiliates in mind. If you're providing value to your traffic, you'll be a great fit to the Program. However, there are several behaviors that you must avoid as an affiliate as well as other behaviors described below that you may only employ after getting direct, written consent from your Affiliate Manager.
Prohibited behaviors include, but are not limited to, the following:
- Operating a website, email program, or any method of promoting content that is:
- Misleading or deceptive
- Libelous or defamatory
- Abusive or violent
- Bigoted, hate-oriented, or discriminatory on the basis of race, sex, religion, nationality, disability, sexual orientation, or age
- Cracking, hacking, or warez
- Engage in spamming, indiscriminate advertising, or any methods of unpermitted solicitation (e.g. forum spamming, email spamming, posting commercial messages on usenet, etc.)
- Engage in cybersquatting or typosquatting, including but not limited to "zZounds" or variations or misspellings thereof (e.g. zounds, zzsounds, zzounds.com, etc.). Cybersquatting or typosquatting the names of brands we carry or other affiliates is also prohibited. This applies to social media usernames in addition to domain names.
- Dilute, blur or tarnish the value of zZounds trademarks, tradenames, and/or service marks.
- Read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity.
- In any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of our site.
- Take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring.
- Submit zZounds links to any third party comparison shopping engine (e.g. Google Products, Pricegrabber, etc) without written permission from GearLink
- Use any unscrupulous SEO methods including, but not limited to:
- Deceptive redirects
- Shadow domains
- Doorway pages
- Scraper sites
- Mirror sites
Furthermore, the following behaviors are prohibited without consent if you use any of these specific promotional methods:
GearLink affiliates are welcome to employ Pay Per Click advertising to drive traffic to their own web site, but not directly to zZounds unless given written permission from the Affiliate Manager.
GearLink affiliates are prohibited from bidding on zZounds' trademark keywords or their derivatives, such as "zzounds.com", "zzsounds.com", "zzounds", "z sounds", et. al.
- GearLink will not accept banner farms.
- No cookie stuffing. Visitors must click through an actual link that takes them directly to the zZounds site to earn commissions.
- Expired offers must be removed within 3 days of expiration.
- Only valid offers as confirmed by zZounds.com or approved by your Affiliate Manager may be posted.
- When promoting zZounds, you must only send email correspondence to emails that have opted in to receive your newsletter.
- Your email marketing correspondence must comply with all CAN-SPAM regulations.
- You may not directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), "rewards" program, or granting of any discount or other benefit) for using Special Links on your site to access our site without prior written permission from zZounds.
Your site content, behaviors, and other information bearing on your compliance with the Program may be reviewed in the future. Our acceptance of your application to our program does not indicate our assessment of your compliance with this agreement. If we determine that you have engaged in any prohibited activities, we may terminate this agreement without limiting any other rights or remedies available to us. If we determine that your behavior is fraudulent in ways specified above or otherwise, we may withhold any referral fees otherwise payable to you under this Agreement.
Your Site is defined to include up to six separate domain names, which you provide to us when you enroll. If you will be promoting zZounds on more than six domain names, please contact one of our affiliate account managers.
These terms are in place to protect you as an affiliate, zZounds, and your mutual traffic. While it's not possible to cover every action, we reserve the right to decline any affiliate application or terminate any accounts for any other reason we deem necessary. If you intend to use any other promotional method than detailed anywhere in this agreement, seek approval from your Affiliate Manager. We may negate any commissions earned from practices we deem unscrupulous.
2. Referral Fees.
Referral Fee Rate Schedule: GearLink will pay you a referral fee (the "Referral Fee") of the Net Sales to us by users of your site that make purchases utilizing the Special Links between your site and the zZounds site, excluding amounts collected for sales taxes, duties, shipping, handling, gift wrapping and similar charges ("Net Sales"). The default Referral Fee rate is six (6) percent of the sales of any product attributed to links from your site. Currently the Referral Fee rate is the same for all products on the site. Your current Referral Fee rate or rate schedule, for specific or all products, may be posted in our Affiliate Program Portal, accessible via your affiliate login ID and password on our website. Any Referral Fee rate or rate schedule posted in the Affiliate Program Portal supersedes this default Referral Fee rate. In addition to the base referral rate, GearLink will pay You bonuses for meeting certain monthly Net Sales goals. We will also pay You an additional bonus if zZounds is the only Musical Instrument affiliate featured on your site.
Referral Fee Requirements: For a sale to generate a Referral Fee, the customer must follow the Special Link from your site to the zZounds site, purchase the product or products in question using the zZounds online ordering system, accept delivery of the item at the shipping destination, and remit full payment to zZounds.
A Referral Fee will only be paid if the visitor to the zZounds site is tracked by our system from the time of the Special Link to the time of the sale and if that sale is made within 45 days from the most recent Special Link from your site.
Referral Fees will not be paid for amounts not collected due to credit card fraud, bad debts and credits for returned goods.
If a customer has clicked on two or more links from different affiliates or advertisers prior to making a purchase, only the provider of the last link clicked is eligible to receive a referral fee. For example, if a visitor comes to the zZounds site once by way of a Special Link on affiliate A's site and then later returns to the zZounds site from a link on affiliate B's site, only affiliate B will be paid a referral fee.
If zZounds has separate agreement with You for other paid avertising links, You are not eligible to earn affiliate referral fees from these other paid links.
Referral Use Only: The zZounds affiliate program through GearLink is designed to refer customers to the zZounds web site and not to work as a discount program. With that being said, true, active affiliates are our valued partners, and as many of you are musicians as well as internet marketers, please feel welcome to talk to your Affiliate Manager if you are interested in purchasing a product for yourself.
3. Referral Fee Payment.
GearLink will pay Referral Fees on a monthly basis. Approximately 60 days following the end of each month, GearLink will send you a check for the Referral Fees earned during that month. zZounds has a generous customer return policy. The 60 day payment period allows GearLink to calculate and subtract any returned sales. Payments will only be made so long as the affiliate remains an affiliate according to the terms of this contract. If the Referral Fees payable to you for any month are less than $50.00 (the "Referral Fee Payment Floor"), your Referral Fees will be carried over to the next month.
4. Linking to zZounds.
Link Formats: In order for GearLink to attribute clicks to Your site, You must use special hypertext links that are uniquely coded to indicate Your site as the referrer. We will provide you with special "tagged" link formats to be used in all links between your site and zZounds. You must ensure that each of the links between your site and zZounds properly utilizes the special link formats. Links must be formatted in the ways specified by the instructions laid out on the "How to set up your site" page unless otherwise authorized by written consent from the Affiliate Manager.
Links to zZounds placed on your site pursuant to this Agreement and which properly utilize such special link formats are referred to as "Special Links." You will earn referral fees only with respect to activity on zZounds occurring directly through Special Links and coming from Your Site. If you do not use these Special Links, We will not pay You any referral fees. For a Special Link to be valid, the visitor referral must be verified by zZounds and GearLink as originating from one of the domain names you provided as encompassing Your Site.
Direct & Indirect Special Links: Generally, sites will want to use a regular direct HTTP link that takes users directly to the zZounds site. For sites that want to implement internal tracking, they may create an internal link to capture the clickthrough before referring the user to zZounds. Sites employing such indirect links must redirect to zZounds using a HTTP status code of 301.
Representation of Links: Each Special Link connecting users of your site to our site will in no way alter the look, feel or functionality of the zZounds site. The customer must be clearly informed that the merchant is zZounds and not the affiliate. Any online store must be identified as being operated by zZounds and not the affiliate. At no time may the affiliate make representations which would make it appear that zZounds is merely providing items to affiliate for resale. We have the right in our sole discretion to monitor your site at any time and from time to time to determine if you are in compliance with the terms of this Agreement.
Link Graphics & Creative: GearLink and zZounds will provide you with guidelines and graphical artwork to use in linking to zZounds.com - which, subject to the terms and conditions hereof, you may display on your site. All Affiliate Sites can display such graphic images throughout your site as you see fit and with our consent.
Use of Linking Information: You acknowledge that, by participating in the Affiliate Program and placing any of the above Special Links within your site, GearLink and zZounds.com may receive information from or about visitors to your site or communications between your site and those visitors, namely the link itself and HTTP referrer information. Your participation in the GearLink program constitutes your specific and unconditional consent to and authorization for zZounds and GearLink to access, receive, store, use, and disclose of any and all such information, consistent with the policies and procedures set forth in zZounds.com's Privacy Notice.
5. Order Processing.
zZounds will process orders placed by customers who follow the Special Links from your site to the zZounds site. zZounds will be solely responsible for all aspects of order processing and fulfillment, including order entry, payment processing, shipping, cancellations, returns and related customer service. We will track the volume and amount of sales generated by your site and will make unaudited reports, summarizing this sales activity, available to you online. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Special Links between your site and our site are properly formatted. We reserve the right to reject orders that do not comply with certain requirements, that we periodically may establish or in our complete sole discretion. Examples of such requirements include, but are not limited to, fraud prevention mechanisms, geographic shipping restrictions, etc.)
6. Policies and Pricing.
Customers who buy through the Affiliate Program will be deemed to be customers of zZounds. Accordingly, zZounds rules, policies, and operating procedures concerning customer orders, customer service, and sales will apply to those customers.
zZounds prices and inventory availability may vary from time to time. Because price changes may affect items that you already have listed on your site, you may not include price or inventory information in your descriptions. An exception will be if you include price information directly from our website in your page in realtime, an option that we may offer at our discretion or cancel at any time.
We will use reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product nor can we guarantee the accuracy of descriptions or images associated with products on the zZounds website.
7. Identifying Yourself as a GearLink Affiliate
You may not issue any press release with respect to this Agreement or your participation in the GearLink Program; such action may result in your termination from the Program. We will make available to you an image that identifies your site as a Program participant. You must display this logo and the phrase "In affiliation with GearLink and zZounds.com" somewhere on your site. We may modify the text or graphic image of this notice from time to time. You may not in any manner misrepresent or embellish the relationship between us and you or zZounds and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that GearLink or zZounds.com supports, sponsors, endorses, or contributes money to any charity or other cause).
8. Non-Exclusive Limited License and Use of www.zZounds.com Logos and Trademarks.
GearLink, with consent from zZounds, grants you a non-exclusive, non-transferable, revocable right to (i) access the zZounds site through links solely in accordance with the terms of this Agreement, and (ii) solely in connection with such links, to use zZounds logos, trade names, trademarks and similar identifying material (collectively "Licensed Materials"), solely for the purpose of selling Musical Instruments on your site for www.zZounds.com. You may not alter, modify or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials to the extent you are a member, in good standing, of the Affiliate Program. You shall not make any specific use of any Licensed Materials for purposes other than selling Musical Instruments for www.zZounds.com. You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays www.zZounds.com in a negative light. zZounds reserves all of their rights in the Licensed Materials, and all other intellectual property rights. You shall obtain no rights in and to the Licensed Materials. Aside from the content associated with Special Links to zZounds and stating that you are a GearLink affiliate, You shall not create, publish, distribute or permit any material that makes reference to GearLink or zZounds, without first submitting such material to us and receiving our written consent. This license shall terminate upon the effective date of the expiration or termination of this Agreement.
9. Use of Vendors' Content.
All content, including images, trademarks, service marks, product names, company names and logos, appearing on the www.zZounds.com Web site, other than the Licensed Materials owned by zZounds Music, are the property of their respective owners. Any use of such content is subject to restrictions determined by the vendor. If you use any vendors' content you agree to indemnify and hold GearLink and zZounds harmless, in accordance with the provisions of Section 16 of this Affiliate Program Agreement, from all claims, damages, and expenses (including, without limitation, attorneys' fees and expert witness fees) in connection with your use of a Vendors' content.
10. Responsibility for Your Site.
You will be solely responsible for the development, operation and maintenance of your site and for all materials that appear on your site. Neither GearLink nor zZounds shall have any responsibility for the development, operation and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:
- The technical operation of your site and all related equipment.
- Creating and posting Product descriptions on your site and linking those descriptions to the zZounds catalog.
- The accuracy and appropriateness of materials posted on your site (including, among other things, all Product-related materials).
- Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights).
11. Term of the Agreement.
The term of this Agreement will begin upon our acceptance of your Affiliate Program Application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. Notice by e-mail, to your address on our records, or posted in our Affiliate Program Portal, is considered sufficient notice for us to terminate this Agreement. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to zZounds, and all zZounds.com trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. If this Agreement is terminated because you have violated the terms of this Agreement, you are not eligible to receive any Referral Fees, even for Referral Fees earned prior to the date of termination. If this Agreement is terminated for any other reason, you are only eligible to earn Referral Fees on sales occurring during the term of the Agreement, and Referral Fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid. As an alternative to termination, we may elect in our sole and complete discretion to warn of a site content or behavior problem that must be remedied and we may temporarily deactivate your account so that you no longer accrue new Referral Fees on purchases made during this temporary deactivation as a result of your Special Links. This deactivation does not preclude continued participation in the affiliate program or possible payment of prior Referral Fees upon resolution of any and all issues to our satisfaction. Whether deactivated affiliates are terminated or reactivated is in our sole and complete discretion. In the event of affiliate reactivation, regardless of reason, purchases made during the temporary deactivation as a result of your Special Links will not result in Referral Fees accruing.
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion or at the direction of zZounds. Notice of any change by e-mail, to your address on our records, or the posting on our site of a change notice or a new agreement, is considered sufficient notice for notifying you of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available Referral Fee, Referral Fee schedules, payment procedures, and Affiliate Program rules. All such modifications shall take effect immediately upon notice as provided above, unless we indicate otherwise. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE AFFILIATE PROGRAM, FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE, WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
13. Relationship of Parties.
You and GearLink 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 are responsible for paying any and all income taxes for Referral Fees earned. 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.
14. 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 Affiliate 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 Affiliate Program will not exceed the total Referral Fees paid or payable to you under this Agreement.
We make no express or implied warranties or representations with respect to the Affiliate Program or any items sold through the Affiliate 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 or order processing will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
16. Representations and Warranties.
You hereby represent and warrant to us that this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; and that the execution, delivery and performance by you of this Agreement are within your legal capacity and power; have been duly authorized by all requisite action on your part; require the approval or consent of no other persons; and neither violate nor constitute a default under the (i) provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or (ii) the terms of any other agreement, document or instrument applicable to you or binding upon you.
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.
You understand that, if your application is accepted by GearLink, you will be exposed to zZounds business procedures and processes and may or will have access to certain confidential information belonging to zZounds, which zZounds considers to be among its most valuable assets. You also understand that in order for zZounds to protect its secret and confidential information and its goodwill with customers, it is necessary for zZounds to reasonably restrict your ability to use and disseminate confidential information of zZounds to the maximum extent permitted by law. As such, Participant will not directly or indirectly, during the term of this Agreement or thereafter, disclose or make any use of, for your own benefit or for the benefit of a business or entity other than zZounds, any zZounds information that, because of legends or other markings, the circumstances of disclosure or the nature of the information itself, you reasonably understand to be proprietary and confidential to zZounds or an affiliate of zZounds. You must limit dissemination of Confidential Information to employees who have a need to know and shall not otherwise disclose the Confidential Information to any party. You shall protect the Confidential Information using a degree of care comparable to the care used to protect your own confidential and proprietary information, but in no case less than the degree of care generally accepted in the industry. You acknowledge that disclosure or use of any Confidential Information may give rise to irreparable injury to zZounds for which monetary damages may not be adequate. Accordingly, you agree that zZounds will be entitled to injunctive relief against the breach or threatened breach of your obligations under this paragraph, in addition to any other legal remedies that may be available. This provision shall survive the termination of this Agreement.
You hereby agree to indemnify, defend and hold harmless GearLink, www.zZounds.com their shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim or threatened claim that our use of the Affiliate Trademarks infringes on the rights of any third party; (ii) the breach of any representation or warranty made by you herein; or (iii) or any claim related to your site.
19. Independent Investigation.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with us, zZounds, or any of our affiliates shall be submitted to confidential arbitration in New Jersey, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the state of New Jersey (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
This Agreement will be governed by the laws of the United States and the State of New Jersey, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in New Jersey and you irrevocably consent to the jurisdiction of such courts. 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. No term of this contract is waived unless that waiver is executed in a written amendment to the contract signed by both parties. This contract operates solely between GearLink, on behalf of zZounds, and the affiliate, and is not intended to accrue to the benefit of any third party. The terms of this affiliate agreement are unique to the parties of this agreement and are not altered should GearLink enter into differently constructed affiliate agreements with other parties at any time.
If any provision of this agreement is held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining provisions of this Agreement shall remain in full force and effect. The parties shall in good faith attempt to modify any invalidated provision to carry out the stated intentions in the agreement. The waiver of any breach of any provision under this agreement by any party shall not be deemed to be a waiver of any preceding or subsequent breach, nor shall any waiver constitute a continuing waiver.
The provisions of this section, and Sections 17 and 21 shall survive the termination of this Agreement
24. Contact Information:
zZounds Music LLC
8 Thornton Rd.
Oakland, NJ 07436
phone (877) 626-1494
fax (312) 276-0186
* Please direct all correspondence to firstname.lastname@example.org.
In the case of an emergency, affiliates are welcome to contact zZounds at (877) 626-1494 and leave a message for the affiliate manager (please provide affiliate ID#). The affiliate manager will return your call promptly.
For notifications regarding this Agreement, send mail to the address above or email email@example.com.
zZounds Music LLC is a Delaware corporation.