This document contains the agreement between Work and Play Solutions (hereinafter “WPS”) and Partner (hereinafter “PR”) (Partner is the name and information submitted through WPS website affiliate signup form) on the date of this submitted form. This document will be a legal and binding contract when accepted by both parties. This contract contains ideas and descriptions that are considered proprietary to WPS. The contents of this document are intended only for the exclusive review and consideration by PR and its representatives. No redistribution or subsequent disclosure of the materials contained herein is authorized unless required by law or court or governmental order.
In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows:
WPS offers destination logistics and concierge services to flight crews, business professionals, seasonal visitors (a.k.a. snowbirds), and tourists visiting Scottsdale Arizona and the surrounding areas. WPS also provides business recommendations and onsite fulfillment for its clients.
In order to apply and/or qualify for the Affiliate Program, PR must:
- Be a U.S. resident
- Be a registered member of WPS
- Be logged in on the WPS site
- Complete and submit to WPS an Affiliate Program Application Form
The Affiliate Program Application Form is included on WPS’s website and is only visible to logged in members. Once this condition is met, the application form will become visible and available to be completed and submitted online for approval.
WPS reserves the right to approve or reject ANY Affiliate Program Application in its sole and absolute discretion. PR will have no legal recourse against WPS for the rejection of the PR Affiliate Program Application.
Without limiting the right to reject any application for any reason whatsoever in WPS’s absolute discretion, the PR application will be rejected if it is non complete, if PR’s website contains images or content that is not acceptable to WPS or is inconsistent with the image that WPS wishes to create in association with its website, or if PR’s website contains any illegal, immoral, repulsive, defamatory, derogatory, harassing, harmful, threatening, obscene, vulgar, pornographic, racial or ethnic objectionable materials, depicts sexual situations, promotes discrimination on the basis of race, sex, sexual preference, national origin, ethnicity, nationality, disability, religious preference, or if PR’s site contains any material that appears to WPS to violate any patent, trademark, copyright, trade secret, confidential information, or other property rights of any other party.
Even after WPS has accepted PR as an Affiliate Program member, WPS reserves the absolute right to rescind or terminate PR affiliate status for any reason in its sole and absolute discretion, including but not limited to the reasons set forth above.
PR will be fully responsible for all costs and expenses of maintaining and marketing the Affiliate Program, including but not limited to all costs associated with the creations, hosting, modification, and improvements to PR’s website, costs of search engine placement and other Internet marketing, costs of inserting WPS’s links into its website, offline marketing costs, postage costs, and all other costs and expenses, and PR hereby holds WPS harmless from or against the same.
WPS makes no representations and warranties regarding potential income that may result from participation in this Affiliate Program and specifically disclaims any and all warranties relative to earning potential from PR affiliate status.
WPS strictly forbid the use of unsolicited commercial email (UCE) or SPAM campaigns. WPS maintain a Zero-Tolerance policy against SPAM, be it direct, third party or any affiliate (PR) or similar agent acting on PR’s behalf. As such, WPS reserves the right to terminate any violations through PR’s account or any part thereof, without notice or compensation.
If PR is found to be involved in a SPAM/UCE campaign, including flooding newsgroups, distributing messages to end users that do not want the information or any other abuse contravening UCE legislation will be met as follows:
- PR’s account will be closed immediately, without burden of notice or compensation.
- A US $500.00 administration fee will be incurred against the offending PR.
- PR will be held accountable for any monetary damages suffered by WPS, sustained through contravention of this Affiliate Program Agreement. This will include, but not limit to punitive damages related to lost clients and brand deterioration.
PR will receive a 20% Commission which will be paid to PR based upon a percentage of sales made to users who access WPS’s site through PR’s site, referral codes, and verbal referrals. Commissions will be calculated based upon the gross commission amount that WPS receives from each sale that is due from WPS vendors and suppliers, but not including any shipping and handling, sales tax, special service fees such as gift wrapping or packaging, late charges, collection costs, imports/export duties, and any other payment made to the WPS that is not the purchase price for the product that is purchased. Commissions will not be calculated based upon amounts that are attributable to credit card fraud, credits given to customers, bad debt right-off and returned goods. WPS reserves the right to deduct in subsequent months for any commission that WPS paid that is for a product or service that is subsequently returned or refunded, or for any other reason if the previous monthly commission was overpaid or later subject to reduction.
- The percentage to be paid as commissions hereunder is currently 20% which is derived from any new sales and subsequent business that is generated from said PR referrals. WPS reserves the right to change and amend the commission rate structure at any time, in WPS’s sole discretion.
- Commissions will only be paid on valid WPS registered users whose sales are tracked through WPS’s online tracking system and indicate PR’s referral codes, name in redemption forms, verbal, or website links as the source.
- WPS will pay commissions only upon collection by WPS. PR has no right to commissions until the applicable customer, supplier, or vendor has paid WPS in full. Only purchases that are made through WPS’s online ordering process will count towards commission calculations.
- Commissions will be paid to PR on a monthly basis on or about the day of the subsequent month for amounts received by WPS during the previous month. WPS does not guarantee an exact date of calculation of commissions or payments. All payments will be made via PayPal in USD to the email address that PR supplied in the Affiliate Program Application. WPS reserves the right to amend the minimum commission payment amount at any time.
- PR can use their own referral code to make personal WPS purchases and will still receive a commission for the generated business.
- In the event PR earns over $600.00 in commissions in a calendar year, PR will receive an IRS Form 1099-MISC reflecting the amount of income paid to PR during the calendar year. No commissions will be paid out beyond PR’s $600.00 earnings per calendar year, until this form is completed and submitted to WPS.
- It is PR’s sole responsibility to account for any income in excess of $600.00 per calendar year earned from WPSAP on PR’s individual income tax returns.
All parties who make purchases through WPS’s website, regardless of whether they may have reached its website through the link from the PR’s website, referral codes, or verbal, are deemed to be WPS’s customers and not PR’s customers relative to WPS’s products and services. WPS will have the right to contact these customers and send future marketing offers to them. Additionally, all such customers and purchases will be subject to WPS policies, procedures, rules and regulations and PR has no right or authority to amend or offer any different offers relative to the purchase of products from WPS’s website. WPS however, reserves the right to amend any of its terms, conditions, policies, procedures, pricing, payment policies, collection policies, and all other items relative to WPS’s business and sale of products at any time in its sole discretion.
WPS cannot guarantee product availability or the term of any price or special promotion or offer.
PR is responsible for all matters pertaining to PR’s own website including its development, maintenance, operation and placing links on PR’s site in compliance with the terms of the Affiliate Program. PR is completely responsible for all items that appear on its site and for assuring that such items do not infringe upon or violate the rights of any other party. WPS is not responsible for any matter pertaining to PR’s site or the content thereof and PR holds WPS harmless and indemnifies WPS from any and all claims, suits, threats, demands, liabilities, actions, causes of action related in any way to PR’s website and business. Such indemnity includes WPS costs and attorney fees in defending any such matter. PR represents and warrants to WPS that its site does not and will not contain any materials that are illegal and that PR’s site is not operated for an illegal purpose or in an illegal manner.
PR hereby represents and warrants to WPS to have the complete power and authority to enter into this Agreement and that this Agreement constitutes a valid and legally enforceable agreement. The entry of this Agreement has been duly and validly authorized by all necessary corporate or other organizational actions and approvals. PR’s entry of this Agreement is not prohibited by the terms of any document, is not contrary to any law, rule or regulations, and is not in violation of any court or administrative order.
The effectiveness of this Agreement shall not commence until the PR Affiliate Program Application is accepted by WPS. The effectiveness hereof and binding effect shall occur upon WPS acceptance of PR Affiliate Program Application. This Agreement shall remain in full force and effect until terminated by PR or by WPS. Either WPS or PR may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination in compliance with this Agreement. Notices sent hereunder shall be via Email to PR at the Email address indicated in the PR Affiliate Program Application. Any and all notices to PR via Email at such address shall be deemed to be effective notice to PR for all purposes.
PR will forfeit all right to receive past commissions that may have accrued to PR if this Agreement is terminated as a result of PR failure to comply with the terms of this Agreement or any policies and procedures of Affiliate Program that may be established and amended by WPS in its discretion from time to time. If this Agreement is terminated for any other reason, PR will have a right to receive its accrued commissions through the effective date of termination; provided, that if PR total commissions due hereunder do not exceed $500.00, such accrued commission shall be forfeited. WPS has the right to withhold final commission payments for sufficient time in order to assure that the amount paid to PR is accurate and not subject to later adjustment for returns or any other reason. If following final payment WPS determines that the amount of commissions that PR were paid was too high, as a result of subsequent returns or any other adjustment or reason, the differential shall be a debt from PR to WPS and WPS shall have all legal right to receive a refund of such overpaid commission from PR.
WPS reserves the right in its sole and absolute discretion, to modify any terms and conditions of the Affiliate Program and the terms and conditions of this Agreement upon notice to PR. Notice of any changes may be given via Email to PR or by posting such changes in the Affiliate Program sections of WPS’s website. Such changes and modifications will take effect upon transmission of Email or posting on WPS’s website. PR may terminate participation in the Affiliate Program in the event that any of these modifications are unacceptable to PR and such termination shall be PR sole and exclusive remedy. In the event that PR continues to participate in the Affiliate Program following such modifications, PR will be deemed by PR continued participation to accept any and all such changes.
There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.
In the event that any information is disclosed to PR through PR participation in the Affiliate Program related in any way to WPS company and business which WPS deem to be confidential and proprietary, PR agrees to hold such information in the strictest of confidence and not to disclose such information to any other party or to use any such information for PR own purposes. Confidential information will include any information regarding WPS changes or modifications to this Agreement or this Affiliate Program (which WPS shall have no obligation to make) or any special treatment that PR may receive (which WPS reserves the right to provide in its sole discretion to any affiliate). Confidential information shall also include any and all information related to WPS’s business, business plans, marketing plans, user statistics, financial information, pricing, profits, membership information, affiliations, sales information, and all other information which WPS considers to be confidential and proprietary.
PR hereby indemnifies and holds WPS, and all of WPS stockholders, officers, directors, employees, contractors, affiliates, agents, successors and assigns harmless from and against any and all claims, liabilities, damages, actions, causes of action, suits, threats, demands, settlements, including all costs and attorney fees related thereto, that WPS may incur and which are based in whole or in part upon PR participation in the Affiliate Program, any claims that any of PR trademarks and other proprietary material infringe upon the rights of any other party, PR breach of any term, covenants, condition, representation or warranty contained in this Agreement or any policies of participation in the Affiliate Program, or any claim related directly or indirectly to PR use, operation or the content of PR’s website.
This AGREEMENT shall be construed in accordance with and all disputes hereunder shall be governed by the laws of the State of Arizona. WPS and PR hereto consent to the jurisdiction of the courts of competent jurisdiction, federal or state, situated in the State of Arizona for the bringing of any and all actions hereunder.
The parties hereto are independent contractors and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The parties shall not be construed as being partners, joint venturers, shareholders, employer/employee, agent/servant. PR has no power or authority to bind WPS to any obligation, agreement, debt or liability. PR shall not hold itself out as an agent or representative of WPS.
Any notice required by this AGREEMENT shall be deemed to have been properly received when delivered in person, emailed with confirmation, or when mailed by Fed Ex or registered first class mail with a return receipt requested to the address as given herein in section 1, or such addresses that may be designated from time to time during the term of this AGREEMENT.
This Agreement is only for the benefit of the party that PR lists in the Affiliate Program Application. PR shall have not right to assign this Agreement or any benefits or obligation hereunder to any other party or legal entity. Any attempted assignment shall be void.
This Agreement sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof and supercedes any and all prior discussions, understandings, agreements, representations, warranties or covenants between the parties related to the subject matter hereof. This Agreement may only be amended by a writing signed by the authorized representative of each of the parties, except as otherwise set forth herein. Any waiver of a breach or default under this Agreement shall not constitute a waiver of any subsequent or other breach or default and shall not serve to modify the agreements set forth herein. If any provision or term of this Agreement is held to be invalid for any reason, it shall not effect the enforceability of the remainder of this Agreement or any other term or condition of this Agreement.