1. Promotional Materials
N Squared Digital, LLC shall make available to Affiliate certain banner advertisements, button links, text links, and/or other graphic or textual material for display and use on the Affiliate website (the “Promotional Materials”). Affiliate shall display the Promotional Materials on Affiliate’s website prominently and as Affiliate sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement. Affiliate shall also include a link from the Promotional Materials to simplyscheduleappointments.com, herein referred to as N Squared Digital, LLC’s website, as specified by N Squared Digital, LLC.
2. Use of Promotional Materials
The Affiliate’s use and display of the Promotional Materials on the Affiliate’s site shall conform to the following terms, conditions and specifications:
a. Affiliate may not use any graphic, textual or other materials to promote Simply Schedule Appointments’ website, products or services other than the Promotional Materials, unless N Squared Digital, LLC agrees to such other materials in writing prior to their display.
b. Affiliate may only use the Promotional Materials for the purpose of promoting Simply Schedule Appointments’ website (and the products and services available thereon), and for linking to simplyscheduleappointments.com.
c. Affiliate will not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by N Squared Digital, LLC. If Affiliate wishes to alter or otherwise modify the Promotional Materials, Affiliate must obtain prior written consent from N Squared Digital, LLC for such alteration of modification.
d. The Promotional Materials will be used to link only to simplyscheduleappointments.com, to the specific page and address as specified by N Squared Digital, LLC.
2.2 3rd Party Advertising
Affiliate shall not purchase pay per click ads using any of the following terms: “Simply Schedule Appointments”, “Simply Schedule Appointments Basic”, “Simply Schedule Appointments Plus”, “Simply Schedule Appointments Pro”, “Simply Schedule Appointments Business”, “N Squared”. Any affiliate sales found to have originated from ads with those brand terms will be null and void.
N Squared Digital, LLC hereby grants to Affiliate a nonexclusive, nontransferable license (the “License”) to use the Promotional Materials as specified under the terms and conditions of this Agreement. The term of the License shall expire upon the expiration or termination of this Agreement.
4. Intellectual Property
N Squared Digital, LLC retains all right, ownership, and interest in the Promotional Materials, and in any copyright, trademark, or other intellectual property in the Promotional Materials. Nothing in this Agreement shall be construed to grant Affiliate any rights, ownership or interest in the Promotional Materials, or in the underlying intellectual property, other than the rights to use the Promotional Materials granted under the License, as set forth in Section 3.
5. Relationship of Parties
This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between N Squared Digital, LLC and Affiliate. Affiliate shall provide services for N Squared Digital, LLC as an independent contractor. Affiliate shall have no authority to bind N Squared Digital, LLC into any agreement, nor shall Affiliate be considered to be an agent of N Squared Digital, LLC in any respect.
Affiliate commissions terms, conditions and specifications:
a. In exchange for Affiliate’s display of the Promotional Materials, and for Affiliate’s compliance with and performance of the terms and conditions of this Agreement, N Squared Digital, LLC shall pay to Affiliate a commission (the “Commission”) in the amount of a percentage of product sold to a user that accesses simplyscheduleappointments.com through a link on Affiliate’s website. The current percentage posted is 25%. This percentage is subject to change by N Squared Digital, LLC at any time. Notification to Affiliate of any change in commission percentage will be given by N Squared Digital, LLC at the email address on hand for the Affiliate. Commission will be based on purchases made by a user for any new and recurring purchases for the life of the registered user. Commission payments do not apply to purchases made directly by Affiliate. Transactions that result in refunds or chargebacks will not be paid out.
b. N Squared Digital, LLC shall keep accurate and up-to-date records of the data used to determine the total amount of Commissions owed to Affiliate. Affiliate shall be given reasonable access to these records upon request, and is available through the affiliate area on the member page. Any discrepancy between the amount of Commissions owed according to these records, and the actual amount of Commissions paid to Affiliate in any period or periods shall be rectified by N Squared Digital, LLC within 14 days of discovering such discrepancy.
c. N Squared Digital, LLC shall pay all Commissions accrued and payable to Affiliate by the 20th of each month for the previous month of referral commissions due (the “Commission Payment Date”). Payment is made via the Affiliate PayPal account and email address on file.
e. Affiliates that are US residents will be required to submit a W-9 form to N Squared Digital, LLC prior to payment of any commissions and in the event the amount of $600 in commissions are reached by an Affiliate, N Squared Digital, LLC will produce a 1099 tax form for the given tax year.
f. In the event that Affiliate materially breaches this Agreement and N Squared Digital, LLC terminates this Agreement within 30 days of such breach, then any accrued and payable Commissions owing to Affiliate shall be forfeited, and N Squared Digital, LLC shall not be obligated to pay such Commissions to Affiliate.
7. Affiliate’s Representations and Warranties
Affiliate represents and warrants the following:
a. Affiliate has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in this Agreement.
b. Affiliate’s website does not contain any materials that are:
i. Sexually explicit, obscene, or pornographic;
ii. Offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);
iii. Graphically violent, including any violent video game images
iv. Solicitous of any unlawful behavior; or
v. Solicitous of any misleading behavior (i.e. invalid coupons, promotions, or discounts)
c. Affiliate has obtained any necessary clearances, licenses, or other permission for any intellectual property used on Affiliate’s website. Nothing on Affiliate’s website infringes upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infringement, nor does Affiliate have any reason to believe that any person or entity will bring or threaten such a claim in the future.
d. Affiliate will not use the Promotional Materials in any manner other than those set forth in Section 2 above.
e. Affiliate will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property therein.
f. Affiliate will not publish or otherwise distribute any advertising materials for Affiliate’s website that reference N Squared Digital, LLC or simplyscheduleappointments.com unless N Squared Digital, LLC gives prior written consent to the distribution of such materials. Affiliate will not use Simply Schedule Appointments’ name (or any name that is confusingly similar to Simply Schedule Appointments’ name) for any purpose on its website, in its promotional materials, or in any other context except to promote simplyscheduleappointments.com as specified in this Agreement. Affiliate will not register any domain name that incorporates Simply Schedule Appointments’ name, or that is confusingly similar to Simply Schedule Appointments’ name.
g. Affiliate will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing N Squared Digital, LLC or simplyscheduleappointments.com.
Affiliate shall indemnify N Squared Digital, LLC and hold harmless N Squared Digital, LLC from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of Affiliate’s warranties set forth in Section 7 above. Affiliate shall also indemnify and hold harmless N Squared Digital, LLC for any damage, loss or other cost arising out of the use or misuse by Affiliate of the Promotional Materials.
Any information that Affiliate is exposed to by virtue of its relationship with N Squared Digital, LLC under this Agreement, which information is not available to the general public, shall be considered to be “Confidential N Squared Digital, LLC Information.” Affiliate may not disclose any Confidential N Squared Digital, LLC Information to any person or entity, except where compelled by law, unless Affiliate obtains prior written consent for such disclosure from N Squared Digital, LLC.
Affiliate program term conditions:
a. This Agreement shall take effect immediately, and shall remain in full force and effect indefinitely, or until terminated pursuant to this Section 10.
b. N Squared Digital, LLC retains the right to change this agreement at any time without notice.
c. Either Party shall have the right to terminate this Agreement at any time and for any cause. The terminating Party must give written notice to the other Party at least 30 days prior to the intended date of termination.
N Squared Digital, LLC shall not be responsible for any taxes owed by Affiliate arising out of Affiliate’s relationship with N Squared Digital, LLC as set forth in this Agreement. N Squared Digital, LLC shall not withhold any taxes from the Commissions paid to Affiliate.
12. Limitation of Liability
N Squared Digital, LLC shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs associated with the procurement of substitute goods or services (whether N Squared Digital, LLC was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of service, termination of this Agreement, use or misuse of the Promotional Materials, or other performance of services under this Agreement.
This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.
If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.
16. Entire Agreement
This Agreement constitutes the entire agreement between N Squared Digital, LLC and Affiliate, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.
Last Modified: April 18, 2018