Gemisphere Web Affiliate Agreement
Please read the agreement document below before registering.
I ACCEPT THESE TERMS AND WISH TO REGISTER
1) Term of the Agreements: The term of this Agreement will begin upon our acceptance of your Web Affiliate Program application and will end when terminated by either party. Either you or Gemisphere may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You are only eligible to earn referral fees on sales occurring during the term.
2) Modification: Gemisphere may modify any of the terms and conditions contained in this Agreement, at any time at our sole discretion, by posting a change notice or a new agreement on this site or by notifying the affiliate via email or U.S. Postal Service. Modifications may include, for example, changes in the scope of available referral fees, 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 THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
3) Limitation of Liability: Gemisphere 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 Web Affiliate Program, even if Gemisphere has been advised of the possibility of such damages. Further, Gemisphere’s aggregate liability arising with respect to this Agreement and the affiliate Program will not exceed the total referral fees paid or payable to you under to this Agreement.
4) Referral Commissions and Payments Procedures: The amount of referral commissions due affiliates will be as follows: For a sale or sales which Gemisphere makes as a result of a direct referral from an affiliate website where a new Gemisphere customer account is created, the affiliate will receive a commission fee based on the total dollar amount of product(s) sold during each calendar month. Affiliate is not eligible to receive commission for a sale or sales to pre-existing Gemisphere customers or for personal purchases. Affiliate will elect to receive commission in Cash or Credit. The commission fee will be assigned to Affiliate as follows:
Affiliate will continue to earn a commission on future sales to new customers registered under his account for one (1) year following the initial creation of the customer account. Commission will be credited to Affiliate after the customer has made full payment to Gemisphere. If a customer later requests a refund or a chargeback is issued by the credit card holder whose credit card was used to pay for that customer's account, any commissions that were credited will be deducted from the total dollar amount of sales for the month during which the sale occurred. Gemisphere will pay Affiliate forty-five (45) days following the end of each calendar month. Cash payment will be issued via check made payable to the affiliate in the name the affiliate submits in his or her online registration, and mailed to the mailing address provided by the affiliate. Credit will accrue in Affiliate account and may be used by Affiliate toward purchase of Gemisphere products or workshops. Unused credit may not be redeemed for cash. Affiliates must have accumulated commissions of at least $25 for a given payment period before a check will be issued. If commissions are less than $25 for a given month, the commissions will be held over until the next month. Commissions will continue to be held until the they accumulate to more than $25 or until the end of the calendar year, at which time the check will be issued.
5) Marketing Materials and Affiliate Traffic and Sales Reporting: Gemisphere will provide affiliates with links, including URL addresses and appropriate graphics (the Link Materials), with which an affiliate may link to Gemisphere.com. We grant affiliates a non-exclusive limited license solely to display these Link Materials, including our trademarks to the extent they are incorporated into these Link Materials, only while an affiliate is enrolled in our Web Affiliate Program. Affiliates may also display Link Materials on websites, webpages, or online forums that are in accordance with Gemisphere’s spirit and mission. Permission for specific displays of Link Materials may be revoked at Gemisphere’s discretion at any time. An affiliate will use only these Link Materials to link their website to ours, and the affiliate will not alter the text, appearance, or tone of these Link Materials or of our websites in any way. Other than the graphic banners and buttons supplied by Gemisphere in the form of “tagged links,” affiliates are not permitted to use any graphics from any Gemisphere websites other than photographs of products. Affiliates are not permitted to use Gemisphere testimonials. Affiliates may use only promotional text provided directly by Gemisphere and may not copy text from any Gemisphere website that contains more than 50 words per product promoted by the affiliate.
An affiliate will use reasonable efforts to update to new versions of Link Materials as we make them available. Affiliates will have access to Traffic and Sales reports by logging into his online account via the Gemisphere website. Affiliate may not promote Gemisphere products/services or this Web Affiliate Program by sending unsolicited mailings (spam).
6) Tracking Sales: Gemisphere will be solely responsible for tracking sales using special software that communicates with the specially encoded URLs assigned to affiliates. Gemisphere will endeavor to do its best to ensure accurate tracking of referrals made by affiliates. Affiliates will themselves be solely responsible for ensuring that these special URLs are formatted properly, a necessary prerequisite to accurate tracking of referral sales.
Notwithstanding the above statement of responsibility by Gemisphere to track sales, affiliates hereby acknowledge and accept that the tracking system employed by Gemisphere is not 100% fail-safe and that there may on occasion be instances of referral sales made that are not credited to an affiliate for any of the following possible reasons: Failure by the affiliate to use the proper format of the specially assigned URL in promotions, web page links, banner ads, and so on. Deliberate or accidental actions by customers to circumvent an affiliate's special URL so that our software is unable to accurately track that sale. Bugs, glitches or crashes of the tracking software that render it unable to accurately track sales for a period of time. Acts of nature that cause irretrievable data loss on the computers and backup disk media that store the commission information. As such, affiliates will not hold Gemisphere liable to compensate for any claimed commissions that were not tracked and recorded by the tracking software.
7) Our Responsibility: Gemisphere will be responsible for providing information necessary to allow you to make appropriate Links from Your Site to Gemisphere.com. We will be solely responsible for processing and shipping every order for Gemisphere placed by a customer following a Link from Your Site, for tracking the number and amount of sales generated by the Link from Your Site, and for providing information to you regarding sales statistics. Also, we will be responsible for credit card authorizations, payment processing, cancellations, returns, and related customer service for Gemisphere.com, it being understood that such activities shall be for our account.
8) Enrollment in the Program / Eligibility: To begin the enrollment process, you will submit an application via Gemisphere.com. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (at our sole discretion) that your site or the projected use of Link Materials is unsuitable for the Program. Your site should:
If we reject your application, you are welcome to reapply to the Web Affiliate Program at any time. You should also note that if we accept your application and your site or the projected use of Link Materials is thereafter determined (at our sole discretion) to be unsuitable for the Program, we may terminate this Agreement.
9) 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.
10) Miscellaneous: This Agreement will be governed by the laws of the United States and the State of Oregon, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Portland, Oregon, and you irrevocably consent to the jurisdiction of such courts. 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. Gemisphere’s 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. Violation by Affiliate of any terms of this Agreement is cause for immediate termination of Affiliate Account and renders Affiliate ineligible to receive commission.