Affiliate Terms And Policy Service Agreement

Terms And Policy Service Agreement For Affiliates

Affiliate Agreement between Northwest registered agent LLC. and affiliate.

For terms of this agreement “Northwest registered agent LLC” will be referred to as its assumed name: “Northwest Registered Agent LLC,” or abbreviated as “NW”

The laws of Idaho govern Northwest Registered Agent LLC and any agreements with Northwest Registered Agent LLC.

This Agreement contains the complete terms and conditions that apply to an individual’s or entity’s participation in the Northwest Registered Agent LLC affiliate program. As used in this Agreement, “we”, “us”, or “our” means Northwest Registered Agent, LLC or any of our affiliate companies, as the case may be, and “you” means the applicant. “NW Site” means, collectively, www.northwestregisteredagent.com and any interior pages on northwestregisteredagent.com. “Your site” means any site that you will link to the NW Site.

1. Enrollment in the Program

   To begin the enrollment process, you will submit a complete Program sign up via the NW Site, here: Affiliate Program. We will evaluate your application in good faith and will notify you of its acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include, but are not limited to, those that:

   • promote sexually explicit materials
   • promote violence
   • promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
   • promote illegal activities
   • include any trademark of NW or its affiliates, or any variation or misspelling of any trademark of NW or its affiliates.

   You should also note that if we accept your application and your site is thereafter determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement. Participation in the Program is limited to parties that lawfully can enter into and form contracts under applicable law. For example, minors are not allowed to participate in the Program

2. Links on Your Site

   Once you have been notified that your site has been accepted into the Program, we grant you a revocable, non-exclusive, worldwide, royalty-free license for the duration of the term of this Agreement, solely for purposes of facilitating referrals from your site to the NW Site.

   We will provide you with guidelines and graphical artwork to use in linking to the NW Site home page. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with special “tagged” link formats to be used in all links between your site and the NW Site.

   You must ensure that each of the links between your site and the NW Site properly utilizes such special link formats. All links to our site must not be blocked or hidden by any means. Our affiliate coding may not work properly if you have used “no follows” or any oter methods to conceal our links from search engines and robots.

   You acknowledge that, by participating in the Affiliate Program and placing any of the above links within your site, we may receive information from or about visitors to your site or communications between your site and those visitors. Your participation in the Program constitutes your specific and unconditional consent to and authorization for our access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in the Privacy Notice on the NW Site.

   Except for the license granted under this Section 2, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to the Special Links, link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to the northwestregisteredagent.com domain names.

   You also acknowledge that we may crawl or otherwise monitor your site for the purpose of ensuring the quality and reliability of Special Links on your site (for example, to detect links that are broken or non-functional). Therefore, you agree that we and our corporate affiliates may take such actions and that you will not seek to block or otherwise interfere with such crawling or monitoring (and that we and our corporate affiliates may use technical means to overcome any methods used on your site to block or interfere with such crawling or monitoring).

   You also acknowledge that as a participant in the Program, we may from time to time send you email updates about the Program. By participating in the Program, you consent to our sending you these email updates.

   Further, you acknowledge and agree that you will:

   1. not, in connection with this Agreement, display or reference on your site, any trademark or logo of any third party seller on the NW Site;
   2. ensure that any NW trademark (either in logo or text form) that we include in a Special Link is not obscured or altered in any way or made invisible, illegible or indecipherable to visitors of your site;
   3. use any data, images, text, or other information obtained by you from us or the NW Site in connection with this Agreement (“Content”) only in a lawful manner and only in accordance with the terms of this Agreement;
   4. not use any Content relating to any Excluded Merchant or any product sold by any Excluded Merchant;
   5. not modify or alter any Content that consists of a graphic image, other than to resize it;
   6. not edit any Content that consists of text, other than to shorten its length; (g) not sell, redistribute, sublicense or transfer any Content;
   7. not use any Content in a manner intended to send sales to any site other than the NW Site;
   8. promptly delete any Content that is no longer displayed on the NW Site or that we notify you is no longer available for your use and
   9. not use any Content, including any name or likeness embodied therein, in a manner (e.g., a closely proximate placement to unrelated third party materials) that implies a person’s or company’s endorsement or sponsorship of, or commercial tie-in or other association with, any product, service, party or cause.

3. Order Processing

   We will process Product orders placed by customers who follow Special Links from your site to the NW Site. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service. We will track sales made to customers who purchase Products by using Special Links from your site to the NW Site and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion.

4. Referral Fees

   We will pay you (in accordance with Sections 5 and 6 below) referral fees of $50 for every sale. Unless we have arranged for a different pricing and/or service arangement with you. If your needs require a special arangement and contract with NW, we will draft and sign a serparate addendum to this agreement. The addendum will supersede this agreement, only for the areas outlined in the addendum. A sale consists of registered agent service. Multiple sales can be made in one order. For instance, if someone buys 5 States through your link, you would get 5 sales. ($250) Incorporation service signups include registered agent service automatically, and would count as one sale for $50. We will only pay referral fees on eligible Products after order, payment fulfillment have occurred. To permit accurate tracking, reporting and fee accrual, you must ensure that the Special Links between your site and the NW Site are properly formatted. We will not be liable for paying referral fees on purchases that are not correctly tracked and reported because the links between your site and the NW Site are not properly formatted.

   You may purchase products during sessions initiated through the links on your site for your own use. If we have arranged a pre-determined price per entity per State for you that is discounted, we would not be able to pay the $50 per item referral fee. For these special arrangements we make for incorporation service companies, registered agent companies, and any type of firm needing ongoing registered agent service, we will amend this agreement to the correct pricing that works for both parties. For instance, you may desire a cheaper price for you or your clients, thus lowering the amount of money we could pay for each sale. Please contact our office to discuss a specific program that will work for you at 509-768-2249.

   A common incorporation service company program is:

   • You want your client to see a paid invoice for $100 in their sub account under yours. You want your client to be responsible for the renewal bills they would receive for registered agent service the next year. We would pay you $25 at the end of the month for every client you signed up. If you are ok with the $125 price, we would pay you $50 for each client per State as the referral fee. Your client would then receive a renewal rate at our standard $125 registered agent service rate.
   • If you are just using our services yourself, and not actively promoting and referring clients to the NW site, you may not use the referral discount just for your services alone.

   In addition, you may not:

   1. directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using Special Links on your site to access the NW Site (e.g., by implementing any “rewards” program for persons or entities who use Special Links on your site to access the NW Site);
   2. 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;
   3. in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the NW Site;
   4. 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;
   5. other than providing Special Links on your site in accordance with this Agreement, post or serve any advertisements or promotional content promoting the NW Site or otherwise around or in conjunction with the display of the NW Site (e.g., through any “framing” technique or technology or pop-up or pop-under windows), or assist, authorize, or encourage any third party to take any such action.

    

5. Referral Fee Schedule

   During each calendar month, for Qualifying Products sold during sessions initiated through Special Links on your site, you will earn (subject to the other terms of this Agreement) referral fees of $50 per registered agent service sale. Signups for multiple States will receive one sale per State.

6. Referral Fee Payment

   We will pay you referral fees on a monthly basis for Qualifying Products bought in the applicable month. Approximately 10-30 days following the end of each calendar month, we will send you a check for the referral fees earned. We are obligated by U.S. federal law to obtain tax information from Program participants who are U.S. citizens, U.S. residents or U.S. corporations and from Program participants who are not U.S. citizens or residents but whose businesses are taxable in the U.S. If we believe you are a Program participant from whom we are obligated to obtain tax information and you do not provide this information to us after we have requested it, we may withhold your referral fee payments until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.

7. Policies and Pricing

   Customers who buy products through this Program will be deemed to be our customers. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time.

   In addition, if you choose to display prices for any Product on your site in any “comparison” format (including through the use of any price-comparison tool or engine) together with prices for the same or similar products offered through any web site or other outlet other than the NW Site, you must display both the lowest price we provide it to you. Any registered agent client that signs up for our services is our registered agent client, if our name is listed as the registered agent with the State documents. You may not contact the client and try to get them to switch to you at a later date. If they were your incorporation client, and you are maintaining their records each year, you must abide by our cancellation terms on behalf of the client. If you are not going to be responsible for paying the renewal fees each year, you may not try to re-obtain the client as your registered agent client at a later date if you are collecting referral fees from us. We are basically providing the service to your clients at a loss with a $50 referral fee, and hoping they renew the next year at a full rate.

8. Identifying Yourself as an Affiliate

   You may issue a press release with respect to this Agreement or your participation in the Program. We will make available to you a small graphic image that identifies your site as a Program participant. You must display this logo or the phrase “A Northwest Agent affiliate” somewhere on your site. We may modify the text or graphic image of this notice from time to time. In addition, you may not in any manner misrepresent or embellish the relationship between us 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 we support, sponsor, endorse, or contribute money to any charity or other cause).

9. Limited License

   We grant you a nonexclusive, revocable right to use the graphic image and text and such other text or images for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist in generating Product sales. You may not use such image or text in an offline promotion or other offline manner (e.g., in any printed material, mailing or other document, unless pre-approved by NW). You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. We may revoke your license at any time by giving you written notice.

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. For example, you will be solely responsible for: the technical operation of your site and all related equipment ensuring the display of Special Links on your site does not violate any agreement between you and any third party (including without limitation any restrictions or requirements placed on you by a third party that hosts your site) the accuracy and appropriateness of materials posted on your site (including, among other things, all Product-related materials and any information you include within or associate with Special Links) 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) ensuring that materials posted on your site are not libelous or otherwise illegal ensuring that your site accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors’ browsers. We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys’ fees) relating to the development, operation, maintenance, and contents of your site.

11. Compliance with Laws

    As a condition to your participation in the Program, you agree that while you are a Program participant you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are a Program participant. Without limiting the foregoing obligation, you agree that as a condition of your participation in the Program you will comply with all applicable laws (federal, state or otherwise) that govern marketing email, including without limitation, the CAN-SPAM Act of 2003 and all other anti-spam laws.

12. Term of the Agreement

    The term of this Agreement will begin upon our acceptance of your 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 written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to the NW Site, and all of our 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. You are eligible to earn referral fees only on sales of Qualifying Products that occur during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

13. Modification

    We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on the NW Site, and in your online account. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement, your continued participation in our program after we post the change in your account will constitute binding acceptance of the change.

14. Relationship of Parties

    You and we 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 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.

15. 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 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 Program will not exceed the total referral fees paid or payable to you under this Agreement.

16. Disclaimers

    We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, 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 the NW Site will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions or errors.

17. Independent Investigation

    YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

18. Disputes

    Any dispute relating in any way to the Program or this Agreement in which the aggregate total claim for relief sought on behalf of one or more parties exceeds $15,000 will be adjudicated in any state or federal court in Kootenai County, Idaho, and you hereby consent to exclusive jurisdiction and venue in those courts. The laws of the State of Idaho, without regard to principles of conflicts of laws, will govern this Agreement and any dispute of any sort that might arise between you and us. Notwithstanding anything to the contrary in this Agreement, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity’s intellectual property or proprietary rights. You further acknowledge and agree that our rights in the Content are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated and may not be adequately compensated for in monetary damages.

19. Miscellaneous

    This Agreement will be governed by the laws of the United States and the state of Idaho, without reference to rules governing choice of laws. 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 be 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.