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Affiliate Agreement

Last updated April 20, 2018

Affiliate Program Terms And Conditions

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:

Recitals

  1. The name of this affiliate program is Work and Play Solutions Affiliate Program (the “WPSAP”).
  2. PR represents and warrants to WPS that PR has read and understands the Privacy Policies and agrees to the terms set forth therein.
  3. For purposes of this Agreement, the term “PR” refers to the individual or legal entity who applies for and is accepted into the Work and Play Solutions Affiliate Program. The term “WPS” refers to the sponsor of the Affiliate Program. The term “WPS’s website” refers to the website that WPS maintains at workandplaysolutions.com. The term “PR’s website” refers to the website on which PR agrees to place a link to WPS’s website as specified in the mandatory sign up form. “Merchandise” means all products, merchandise and services that are offered by WPS through its website.
  4. WPS will accept and compensate verbal and submitted PR usernames and referral codes that are issued to PR by WPS. Owning a website is not a requirement by WPS to participate in this program.

Services Provided By WPS

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.

Affiliate Program Registration

In order to apply and/or qualify for the Affiliate Program, PR must:

  1. Be a U.S. resident
  2. Be a registered member of WPS
  3. Be logged in on the WPS site
  4. 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.

Approval Or Rejection Of Affiliate Program Application

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.

Reasons For Rejection

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.

Termination After Acceptance

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.

Financial Responsibilities

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.

No Representations Regarding Income Potential

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.

Linking To Work And Play Solutions, Referrals, Tracking

  1. As a Program Affiliate, PR will have the obligations to place links on its site directing users to WPS’s site. WPS will make available to PR button links, text links, and banner advertisements to be placed on PR’s website which will direct users to WPS’s website via hypertext link. As a Program Affiliate, PR is given a limited term license, during the term of PR active participation as a Program Affiliate, to utilize WPS’s logo images provided to PR on the website that PR designates in the PR Affiliate Program Application.
  2. WPS makes available to its Affiliates, links, banners, and other information advertising its site to be used subject to the terms of this Agreement. These materials will contain its trademarks and other proprietary property. PR may display these materials on PR’s website for the purpose of promoting WPS’s site and participating in this Affiliate Program. If PR discontinues the Affiliate Program or if PR participation is terminated for any reason, PR will immediately cease using these materials and will delete all such materials from its website and from its computer. PR must obtain WPS approval of all links to WPS’s site that PR places on its website. PR will cooperate with WPS in the establishment and placement of links on PR’s website.
  3. PR will only be permitted to use the links that WPS provided to PR on the website that PR designate in the Affiliate Program Application. Any additional websites or entities will require additional submissions of Affiliate Program Applications and approval by the WPS.
  4. PR will not modify the links or other materials that WPS provided to PR or the placement of the links on PR’s page. PR consent to WPS monitoring PR’s website to determine continued compliance with this Agreement.
  5. PR consent to WPS including information relative to traffic from PR’s site in WPS reports. This information may be provided to outside parties.
  6. You may not place links to WPS’s website or website content in newsgroups, message boards, unsolicited email and other types of spam, banner networks, counters, chat rooms, guest books, IRC channels or through similar Internet resources.
  7. PR will be issued an affiliate code that may be verbally offered to customers wishing to utilize WPS services. An area is also included on all WPS service redemption forms to include the name or affiliate code issued to PR. WPS will track and honor these verbal referrals.

Anti-Spam Policy

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:

  1. PR’s account will be closed immediately, without burden of notice or compensation.
  2. A US $500.00 administration fee will be incurred against the offending PR.
  3. Our Privacy Policy becomes forfeit, and all pertinent information will be provided to any investigating authorities or anti-Spam organizations.
  4. 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.

Customer Service

  1. WPS will be responsible for handling all customer inquiries, product orders, customer billing and collection, and product fulfillment relative to customers that enter WPS’s site through the links from PR’s site. Pricing of WPS products and services is totally within its discretion and WPS reserves the right to change the pricing structure, terminate any special offers, discontinue products or services, or change the terms under which products or services are offered at any time, without any advanced notice to PR or users accessing WPS’s site. WPS’s only responsibility to PR in this regard is to track customer orders that occur through links and referrals from PR’s website, codes, and verbal leads, and make reports to PR of the commissions due to PR as a result thereof. All such reports shall be un-audited. WPS will have no obligation to provide PR with any specific information relative to any customer, regardless of whether they access WPS’s site through the link from PR’s site.
  2. WPS is not responsible for the failure to assign any sale or commissions to PR if the same results arise from the improper formatting of a link from PR’s website. PR should assure at all times that the link is appropriately formatted and report any problems that PR may have with the links or codes to WPS immediately.

Compensation

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.

  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. PR can use their own referral code to make personal WPS purchases and will still receive a commission for the generated business.
  6. 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.
  7. 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.

Customers' Provenance

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.

Trademarks And Copyrights

  1. PR will have a non-exclusive, limited term license to use the trademarks, logos, and copyrighted material that WPS provided to PR for use solely on the home page, or marketing methods that PR designates in the PR Affiliate Program Application. PR may only use the images that WPS specifically makes available to WPS Affiliate Members at the area of its website that is specifically designated as approved images for Affiliate Program Members. PR may not distribute, reproduce, modify, amend, these images in any way. PR may use these images only for the purposes of promoting WPS’s website and products on PR’s website or marketing efforts in compliance with the Affiliate Program policies and procedures and the terms of this Agreement. The license so granted is subject to complete compliance with all terms and conditions of this Agreement and any policies the WPS may create and amend from time to time regarding the Affiliate Program.
  2. PR will only use such items in the form, size, content, and appearance that WPS provided to PR. PR is not permitted to modify them. PR agrees to display these items prominently on its website or other agreed upon marketing methods. These items may only be used in if they contain a hypertext link to WPS’s website. This license shall immediately terminate upon the termination from the Affiliate Program. WPS may also terminate this license upon notice to PR in the event that PR’s use of these items is contrary to or does not conform with its standards, such standards to be determined in its sole and absolute discretion. PR agrees that WPS retains all right, title and interest in and to all such materials. WPS will retain all goodwill and other value associated with any of these materials. PR will not gain any trademark, copyright or other proprietary rights to such materials. PR agrees not to take any action that is contrary to or inconsistent with WPS rights to these materials. PR will not use these materials in any way that is damaging, defamatory, disparaging, derogatory, or negative to WPS or that paints WPS in a false or negative light. WPS may revoke the limited license granted hereunder at any time in writing to PR. Upon termination or revocation, PR will immediately cease from any use this material.
  3. PR is not permitted to use any other proprietary materials, including but not limited to trademarks, copyrights, logos, text, and any other materials that belong to WPS or to any other party and which may appear on WPS’s website.
  4. PR grants to WPS a non-exclusive right and license to use PR’s trademarks, trade names, service marks, business names, web page titles, slogans, logos, and copyrighted materials for the purposes of promoting, advertising, announcing, or marketing PR participation in the WPS Affiliate Program. PR represents and warrants to WPS that no other party has any rights in and to any of these materials and that these materials do not infringe upon or otherwise interfere with the rights of any other party. PR represents and warrants to be the absolute, sole and exclusive WPS of all such materials and WPS of all trademark rights, copyrights, and other proprietary rights in and to the same. PR represents to have the right, power, and authority to license said materials to WPS as aforesaid and that PR is not under any legal or contractually limitation on the right to so license these materials. WPS has no obligation to announce, advertise, market, or promote PR participation in the WPS Affiliate Program, but reserves the right to do the same at its sole discretion.

Product Availability

WPS cannot guarantee product availability or the term of any price or special promotion or offer.

Responsibilities

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.

Representations And Warranties

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.

Term

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.

Termination

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.

Modifications

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.

Corrections

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.

Liabilities

  1. WPS HEREBY DISCLAIMS ANY AND ALL WARRANTIES AND LIABILITY RELATED TO ANY DOWNTIME OR FAILURE FOR USERS TO BE ABLE TO ACCESS ITS WEBSITE OR TO ACCESS ITS WEBSITE USING THE LINK FROM PR’S WEBSITE. FURTHERMORE, WPS SHALL NOT BE RESPONSIBLE FOR AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES RELATED TO ITS WEBSITE, THE AFFILIATE PROGRAM, THE PR PARTICIPATION IN THE AFFILIATE PROGRAM, THE PR ABILITY TO MAKE ANY COMMISSIONS OR OTHERWISE PROFIT THROUGH PARTICIPATION IN THIS AFFILIATE PROGRAM, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE OR MERCHANTIBILITY, NON-INFRINGEMENT, OR ANY CLAIM MADE BASED UPON WPS’S COURSE OF DEALING OR USAGE OF TRADE. WPS DOES NOT REPRESENT OR WARRANT THAT ITS WEBSITE OR ANY APPLICATION, INCLUDING BUT NOT LIMITED TO ITS LINK TRACKING FEATURES, WILL BE ERROR FREE OR THAT THEY WILL FUNCTION WITHOUT INTERRUPTION.
  2. WPS SHALL NOT BE RESPONSIBLE FOR ANY DIRECT OR INDIRECT DAMAGES OR LIABILITIES OF ANY NATURE, INCLUDING BUT NOT LIMITED TO INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES, LOSS PROFITS, LOST BUSINESS OPPORTUNITY OR ANY OTHER DAMAGES; REGARDLESS OF WHETHER WPS WAS OR HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME AND TOOK NO ACTION TO PREVENT THE SAME.
  3. Without limiting the forgoing, WPS total liability for any damages arising hereunder shall never exceed the total commissions paid and payable by WPS pursuant to the terms hereof.

Confidentiality

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.

Indemnification

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.

Governing Law

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.

Relationship Of The Parties

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.

Notices

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.

Assignment

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.

Entire Agreement

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.