Updated on: June 30, 2016
This letter will confirm our understanding regarding the business relationship between the affiliate ("you") and VINCHECKUP.com By promoting VINCHECKUP.com products/offers, you agree to abide to the Affiliate/Reseller Terms and Policies outlined in this document.
Please Note: VINCHECKUP.com reserves the right to alter this document at any time without advanced notification. You can review the most recent Affiliate Terms by clicking the "Affiliate Terms" hyperlink on the vincheckup.com/affiliate Affiliate Center webpages.
You shall have the non-exclusive right during the Term (as defined below) of this document to Introduce prospective individuals ("Customers") to VINCHECKUP, for the purpose of providing VINCHECKUP the opportunity to offer its vehicle history lookup services to such Customers (the "Services"). For the purposes of this document, the term "Introduction" or "Introduce" shall mean tangible actions that you take to introduce or otherwise refer Customers to VINCHECKUP. Conversion will refer to each case resulting in a completed sale of Vehicle History Report from such Customer. You will receive commission for each and every conversion you generate; however, you shall not be entitled to Commissions on any conversions/sales that are not directly attributable to your marketing actions.
Subject to the terms and conditions as outlined within this document, VINCHECKUP agrees to compensate you for each VINCHECKUP purchase that came as a result of your marketing efforts by means of commission (the "Commission") equal to: 75% percent of the purchase price. "Commission" refers to the revenue you receive by generating sales from the process of introducing customers to various VINCHECKUP.com offers.
The Commission will be paid to you through ClickBank our official affiliate network partner. ClickBank will be responsible for tracking the amount of Commissions owed to you. You will be able to track your stats and commissions within your ClickBank affiliate portal. You must have a valid ClickBank account in order to promote VINCHECKUP products/offers. For more information about ClickBank policies please visit https://www.vincheckup.com/affiliate/terms.php If you have not yet register as ClickBank affiliate you can do so by visiting https://accounts.clickbank.com/master/makebank.html
Both parties expressly acknowledge and agree that you are an "independent contractor" of VINCHECKUP. Nothing contained in this agreement shall be deemed or construed to create a partnership or joint venture, to create the relationships of employee/employer or principal/agent, or otherwise create any liability whatsoever of any party with respect to the indebtedness, liabilities, obligations or actions of the other party. You hereby understand that you will have no authority hereunder to bind VINCHECKUP or make any commitments on VINCHECKUP's behalf without VINCHECKUP's prior written consent. You agree not to take any action in connection with rendering of services hereunder that you reasonably believe would cause any third party to assume that you have such authority. The parties further acknowledge and agree that you shall not seek from VINCHECKUP any retirement benefits, Social Security, worker's compensation, disability or un-employment insurance benefits, or other employee benefits. You shall be responsible for declaring and paying for your own taxes.
Each party acknowledges that, during the Term of this letter, it may be exposed or have access to certain confidential and/or proprietary information and materials regarding the other's business, products and technology, including but not limited to information concerning a party's customers ("Confidential Information"). Information disclosed hereunder shall not be considered "Confidential Information" to the extent it: (i) is known to the receiving party prior to the disclosure thereof by the disclosing party, (ii) is or hereafter becomes, other than through the fault of the receiving party, generally available to the public, (iii) is disclosed to the receiving party by a third party other than in breach of an obligation of confidentiality owed by such third party to the disclosing party; or (iv) is independently developed by the receiving party as shown by the receiving party's written records. VINCHECKUP and you each agree not to disclose or to divulge to any other party such trade secrets or Confidential Information.
You further agree that, upon the written or verbal termination request of this agreement or any termination due to the breach of this agreement you will surrender or destroy all copies, in any form or format, of the Confidential Information that were developed or provided during the conduct of the assignment. You acknowledge and agree that any violation of this Confidential Information provision may cause immediate and irreparable harm, which may result in damages. VINCHECKUP.com be entitled to equitable relief, including injunction and specific performance, to prevent the breach or threatened breach of such provisions and to secure their enforcement, in addition to all other remedies available to the party at law or in equity.
VINCHECKUP hereby grants to you a limited, revocable and non-exclusive right to use the trademark "VINCHECKUP®" (the "Trademark") during the Term of this letter solely in connection with the marketing and promotion of VINCHECKUP's Services in accordance with the terms outlined within this document.
You represent and warrant to VINCHECKUP, that you and all your activities related to marketing, telemarketing, internet marketing, your business and this letter will not violate any applicable federal, state and/or local laws or regulations (including, but not limited to, the CANSPAM ACT, the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Telephone Consumer Protection Act, the FTC's Telemarketing Sales Rule, the Telecommunications Act, and Section 5 of the Federal Trade Commission Act). You agree that you are responsible for all of the marketing activities you conduct as a Affiliate Program member, including but not limited to keyword marketing and email marketing ("Marketing Activities"), and that you are individually liable for any damages or losses incurred by your violation of this Agreement and/or any applicable law, rule or regulation.
You are solely responsible for, and we hereby disclaim all liability for, the development, operation, hosting, and maintenance of, and all costs associated with, Your Site. You agree that Your Site will not copy or resemble the look and feel of, or create the impression that it is part of, our website(s). You agree that Your Site will, at all times, comply with all applicable laws, rules and regulations, including, without limitation, all laws, rules and regulations applicable to the collection, use, disclosure, retention and security of individuals personal information. We may terminate your participation in the Affiliate Program at any time, without notice if Your Site is deemed, in our sole discretion, to be unsuitable.
All preliminary/teaser (search) funnel-marketing methods outside the direct access of VINCHECKUP must be presented for approval prior to being introduced to potential customers. Pending a review of your marketing funnel VINCHECKUP may approve the use of our various preliminary search APIs and custom creative not made publically available on our Affiliate Center pages.
Once your promotion is approved VINCHECKUP Affiliate Manager will provide you with preliminary VIN search API integration instructions and work with you to optimize your conversions and marketing efforts.
If your Account Application is accepted by ClickBank, you may use, subject to the terms and conditions of this Agreement, the banners, custom search boxes (including teaser results), text and corresponding links to our sites (collectively, the "Links") available at www.VINCHECKUP.com/affiliate (the "Site"). The Links make it possible to track and report all of the qualified purchases acquired through the website(s) identified in your Application ("Your Site"), provided that cookies have not been disabled on the web browser used to connect to the relevant VINCHECKUP.com website. It is your responsibility to integrate the Links into Your Site properly, in accordance with the instructions available at the Affiliate Center Site. We will not be liable to you with respect to your failure properly to integrate the Links into Your Site, including to the extent such failure may result in any reductions of amounts that would otherwise be paid to you.
You acknowledge and agree that in some instances VINCHECKUP may request you to provide some basic identifying information, such as full name, email address, affiliate ID and phone number, to use our affiliate tools and services. In no way will we sell, share, or rent your information with any outside company.
As part of your marketing efforts by generating your affiliate links and creative, you agree to indemnify and hold VINCHECKUP, and its directors, officers, employees, agents, contractors, licensors, and subsidiaries harmless from any loss, liability, claim, or demand, including reasonable attorneys fees, due to or arising out of your breach of these affiliate Terms, or made by any third party due to or arising out of (i) your use of the Website marketing materials and content (ii) your use of the Website for unlawful or unauthorized purposes, and/or (iii) your violation of any law or the rights of a third party.
ALL materials and content as available though the VINCHECKUP.COM WEBSITE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAWS, [AFFILIATE] DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR OTHER VIOLATION OF RIGHTS. [AFFILIATE] DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, VALIDITY, ACCURACY, OR RELIABILITY OF, OR THE RESULTS OF THE USE OF, OR OTHERWISE RESPECTING, THE WEBSITE. YOUR USE OF THE WEBSITE IS SOLELY AT YOUR OWN RISK.
This Agreement shall be governed by the laws of the State of Massachusetts without respect to choice of law rules.Any dispute concerning the Program or this Agreement shall be settled by binding arbitration in Boston, Massachusetts, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Judgment upon the award made by the Arbitrator(s) may be entered in any court having jurisdiction thereof. You acknowledge that agreeing to such binding arbitration constitutes a waiver of your right to a jury trial and that this agreement to arbitrate is voluntary and not legally required. If any arbitration or legal action or similar proceeding is instituted by either party concerning the payment of our fees or costs advanced hereunder, the prevailing party shall be entitled to collect its reasonable attorneys fees in addition to any other relief the party may obtain.
This letter as set forth herein represents the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes any and all prior and contemporaneous agreements, understandings, documents, negotiations, and/or discussions (whether oral or written) between the parties.
No failure or delay in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.