Affiliate Program Terms and Conditions

Last updated August 11, 2010

TERMS AND CONDITIONS FOR THE AFFILIATE PROGRAM ON  EQUESTIRANCOACH.COM

Last updated August 11, 2010

TERMS AND CONDITIONS FOR THE AFFILIATE PROGRAM ON  EQUESTIRANCOACH.COM

In this Agreement, "EquestrianCoach.com," "we," and "us" means Equestrian Coach, LLC., and "you", or "Affiliate" means the applicant desiring to participate in the EquestrianCoach.com Affiliate Program (the "Affiliate Program"). "Link" or "Links" refers to any hypertext link, URL, banner, coupon, graphical or text ad, brochure, business card or any other medium containing a reference to EquestiranCoach.com or its products or services or web properties pursuant to this Agreement. The "EquestrianCoach.com Site" or "Our Site" means the web site located at or other EquestrianCoach.com-owned Internet properties, "our" meaning belonging to or pertaining to EquestrianCoach.com. "Your Site" means the web site or sites, or other online marketing venues, including print and e-mail, upon which you establish the Links to Our Site as part of the Affiliate Program. The term "EquestrianCoach.com Services" means any EquestrianCoach.com service or product as well as any services or products that EquestrianCoach.com may introduce from time to time in the future and offer through the Affiliate Program.

1.  Eligibility To Become An Affiliate.  To enroll in the Affiliate Program, you must have a free account on Equestriancoach.com and have agreed to the sites general Terms of Use and Privacy Policy. It is at our soul discretion rather we accept you into the program or not. The provisions contained in these Affiliate Program Terms and Conditions (the "Agreement") are supplemental to the EquetrianCoach.com Terms and Conditions, by which you are also bound, to the extent they are not modified by this Agreement.

2. Suitability of Placement of Content.  We may at anytime terminate your standing as an affiliate for any reason and without notice. To stay in good standing we must deem Your Site and any other site or medium you place any and all of our content, logos and links on suitable to our content. Your Site may be deemed by us to be unsuitable if, in our view, it:

  • Contains, promotes or links to sexually explicit or violent material;
  • Promotes, depicts or links to material that promotes or depicts discrimination based on race, gender, religion, national origin, physical or mental disability, sexual orientation, or age;
  • Contains unlawful material, including but not limited to materials that may violate another’s intellectual property rights, or links to a site that contains such material;
  • Contains information regarding, promotes or links to a site that provides information or promotes illegal activity; or
  • For any other reason that is deemed by us to be unsuitable. 

All reasons we may terminate your standing as an affiliate are at our sole discretion and we have no obligation to prove that our conclusion is valid, even if others’ sites have not been deemed unsuitable despite having the same or similar characteristics as Your Site.

3.  Use of our Content.  We will provide to you all Links, banners, graphics, brochures, business card templates, forms or text ads necessary to promote and offer EquestrianCoach.com to Your Site’s visitors and/or its members. The Link may consist of ads containing text or graphic images provided by us (and is subject to change from time to time in our sole discretion) and may contain our logo or other references to EquestrianCoach.com. This Link will connect the site, e-mail or other medium with Us. The Link will serve to identify you as a member of our Affiliate Program and will establish a Link from Your Site to Our Site.

  • You agree that you will display only those Links that are provided by us, and you will substitute such Links with any new or update Links provided by us from time to time throughout the term of this Agreement.
  • All Links may be modified by us and/or expanded from time to time throughout the term of this Agreement.
  • Each Link connecting users of Your Site to the pertinent area of Our Site shall in no way alter the look, feel or functionality of Our Site.
  • You may not use unsolicited commercial email (UCE), spam, search engine spam, or other illegal or unethical means by which to generate referral commissions.
  • To obtain permission to advertise the Link in ways not specifically covered in this Agreement, you must email with your proposed advertising method, username, and personal contact information and we will then contact you regarding this request. Such requests will be given due consideration, however, EquestrianCoach.com reserves the right to deny any such requests without reason or justification, in EquestrianCoach.com’s sole discretion.
  • You understand that the Links and any related banners, graphics, artwork, or text are EquestrianCoach.com’s intellectual property by this agreement and relevant State, Federal, and International law apply.

4. Your Responsibilities.  If you qualify and agree to participate as a EquestrianCoach.com Affiliate:

  • You may display the provided Link prominently throughout Your Site as you see fit and without our prior consent subject to the terms and limitations of this Agreement.
  • You may not be entitled to participate and promote on Your Site any sweepstakes, contests, and special promotions we may offer, and in connection therewith, only upon our discretion shall we make such contests and promotions available to users of Your Site. If we do decide to allow affiliates to participate, you will be provided with approved licensed ads only for those you are allowed to offer, and you may become entitled to earn referral fees.
  • You shall not misrepresent EquestrianCoach.com or its products or services, or otherwise make any claims, representations, or warranties in connection with EquestrianCoach.com other than as expressly authorized by EquestrianCoach.com.
  • Nothing in this Agreement nor any conduct of either party shall be deemed to constitute an employment or agency relationship.
  • You are solely responsible for ensuring that the of Your Site and your products and services that you offer from Your Site comply with all applicable copyright and other laws, including, without limitation, the CAN-SPAM Act of 2003 and all other anti-spam laws. You must have express permission to use another party’s copyrighted or other proprietary material. We will not be responsible if you use another party’s copyrighted or other proprietary material on Your Site in violation of the law or any agreement, and your indemnity will protect us if you do so.
  • You are solely responsible for the development, operation and maintenance of Your Site and for all materials that appear on Your Site. Such responsibilities include, but are not limited to, the technical operation of Your Site and all related equipment; the accuracy and propriety of materials posted on Your Site; and ensuring that materials posted on Your Site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. We disclaim all liability for all such matters.
  • You will not take any action that could reasonably cause any customer confusion as to our relationship with you.
  • Other than providing the Link on your site in accordance with this Agreement, you will not post or serve any advertisements promoting Our Site or otherwise around or in conjunction with the display of the EquestrianCoach.com Site (e.g., through any "framing" technique or technology or pop-up or pop-under windows); or seek to purchase or register any keywords, search terms or other identifiers related to the trademarks of EquestrianCoach.com or the trade or service marks or names of EquestrianCoach.com’s primary competitors, including misspellings or variations thereof for use in any search engine, portal, sponsored advertising service or other search or referral service.
  • You will not seek to purchase or register any domains or other identifiers that include variations on the trade or service marks or names of EquestrianCoach.com intended to approximate misspellings or typographical mistakes of same or which otherwise would constitute typo or domain squatting, including variations thereof for use in any search engine, portal, sponsored advertising service or other search or referral service.

If we determine, in our sole discretion, that you are in violation of any of the activities outlined in Section 4, we may withhold any Commissions otherwise payable to you under this Agreement and/or terminate this Agreement.

5.  Right To Monitor Content.  We have the right, but not the obligation, in our sole discretion, to monitor Your Site and your usage of the Link at any time and from time to time to determine if you are in compliance with the terms of this Agreement.

6.  Tax Obligations.  We are obligated under Federal law to obtain certain tax information from Affiliate Program participants who are U.S. citizens, residents or corporations or others whose businesses are taxable in the U.S. If we believe we are obligated to obtain tax information from you and you do not provide this information to us, we may withhold Affiliate payments until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain such information.
 
7.  Payments and Commissions.  Subject to the Payments and Commissions Schedule, we will pay you, a single referral fee ("Commission") on monthly and annual membership sales of EquestrianCoach.com Services to third parties who are not already EquestrianCoach.com customers. Your entitlement to an earned commission will accrue only if the customer:

  • Accesses Our Site through the use of a Link on Your Site or Identifying Coupon Code.
  • Purchases the EquestrianCoach.com Services using our online sign-up process.
  • Remits full payment to us. 
  • Does not receive a refund on commissioned memberships.

You will earn Commissions based on the sale of EquestrianCoach.com Services according to the current commission schedule for the Affiliate Program and the guidelines of this Agreement during the month in which such services are sold. We reserve the right to modify the commission value of a sold product or service at any time.

  • Minimum amount you must accumulate before payout is $100.  When you reach this amount, you may request payment.  After payment, you will need to reach $100 again before next payment can be requested.
  • Payment of commissions can be made through PayPal or by Check.  It is your responsibly to provide us with accurate information for payment.  We are not responsible for lost or stolen checks.  There is a $20 fee for us to stop payment on a check.  We are not responsible for any fees PayPal charges for their services. 
  • Commissions are based on final sale amount, after any discounts or coupons.  It is not based off of original price of product.  You will get commission for every unique paying customer referred to us by Your Site, excluding sales/amounts due to credit card or other fraud, charge backs and bad debt and credits for cancelled services ("Net Sales"). We reserve the right to delay or reclaim a payment for up to thirty (30) days to allow for the aforementioned actions to take place.

EquestrianCoach.com will track the Commissions earned per Agent/Affiliate. EquestrianCoach.com will track all Commissions earned and may, at its absolute discretion, decide not to pay any Commission to you should EquestrianCoach.com believe that any referral has been made in violation of its technical guidelines, due to referral/customer fraud, or due to referral/customer contract cancellation. It is the Affiliate’s sole and absolute duty to follow precisely this Agreement and its guidelines at all times. EquestrianCoach.com is under no obligation whatsoever to pay any Commission to any Affiliate who does not strictly follow this Agreement and its guidelines, as modified from time to time. EquestrianCoach.com’s determination of the commissions due shall be dispositive.

EquestrianCoach.com reserves the right to prosecute or take legal action against any fraud, or conspiracy to defraud and to recover any Commissions paid to an Affiliate, which were earned as a result of such fraud. Fraud includes knowingly violating the terms and spirit of this Agreement.
 
8. Licenses and Use of Logos and Trademarks.  We grant you a non-exclusive, non-transferable, revocable right to access Our Site through the Link solely in accordance with the terms of this agreement.

  • You may not alter, modify or change the Link or Licensed Materials in any way. You may use only authorized, licensed advertising creative or ads.
  • The licenses described in this section shall expire upon the expiration or termination of this Agreement.
  • You grant to us a non-exclusive license to utilize your company name and logo, as the same may be amended from time to time (the "Affiliate Trademarks"), to advertise, market, promote and publicize in any manner your participation in the Program.


9. Term of this Agreement and Termination.  The term of this Agreement will begin upon your acceptance of this Agreement and our acceptance of your application for the Affiliate Program, and will end when terminated by either party.  EquestrianCoach.com may terminate this Agreement immediately at any time, with or without cause. Should you cease your publication of the Link this Agreement shall be deemed terminated by you. Violation of this Agreement shall constitute grounds for immediate termination of this Agreement.

Upon termination of this Agreement, you shall be entitled only to those Commissions, if any, earned by you on or prior to the date of termination excluding amounts due to actual fraud, credit card fraud, credit card chargebacks and bad debt and credits for cancelled services or as otherwise in violation of this Agreement; you shall in no event be entitled to Commissions with respect to referrals delivered after the date of termination, irrespective of whether any service or product order, contract, or commitment relating thereto was entered into prior to the date of termination.  Upon termination, your rights and licenses under this agreement shall immediately terminate and you shall remove the Link or other Licensed Materials from Your Site.

10. Modification of this Agreement.  We reserve the right to modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion. Modifications may include, but are not limited to, changes in the scope of available referral fees, commission schedules, payment procedures and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT.

11. Relationship of Parties.  You and EquestrianCoach.com 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.
 
12. Representations and Warranties.  You further represent that you are in good standing under the laws of the state or country of your origin, and you are an adult at least eighteen (18) years of age; you have all requisite power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement.

13. Confidentiality.  Except as otherwise provided in this Agreement or with the consent of the other party, each of the parties agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or through a source or sources other than such party hereto or its affiliates.

You acknowledge that, during the term of this Agreement, you may be entrusted with confidential information relating to the business, operations, or underlying technology of EquestrianCoach.com and/or the Affiliate Program (the "Confidential Information"). You shall provide care to avoid disclosure or unauthorized use of the Confidential Information to any other person or entity.

Your obligations hereunder with respect to Confidential Information shall survive the expiration or earlier termination of this Agreement.

14. Limitation of Liability.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EQUESTRIANCOACH.COM. SHALL IN NO EVENT BE LIABLE TO YOU OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, SUBSCRIBERS, FOR INDIRECT, INCIDENTAL, OR SPECIAL DAMAGES, LOST PROFITS, LOST SAVINGS, OR ANY OTHER FORM OF CONSEQUENTIAL DAMAGES, REGARDLESS OF THE FORM OF ACTION, EVEN IF EQUESTRIANCOACH.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER RESULTING FROM BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE. 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.

EQUESTRIANCOACH.COM MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, CONCERNING THE PERFORMANCE OR FUNCTIONALITY OF THE EQUESTRIANCOACH.COM SERVICES, OR OUR AFFILIATE PROGRAM, INCLUDING BUT NOT LIMITED TO THE LINK OR OTHER AFFILIATE ADVERTISEMENTS AND HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE.

UNDER NO CIRCUMSTANCES SHALL EQUESTRIANCOACH.COM. BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY, INCLUDING, WITHOUT LIMITATION, CUSTOMERS, FOR ANY LOSS, INJURY, OR DAMAGE, OF WHATEVER KIND OR NATURE, RESULTING FROM OR ARISING OUT OF ANY MISTAKES, ERRORS, OMISSIONS, DELAYS, OR INTERRUPTIONS IN THE RECEIPT, TRANSMISSION, OR STORAGE OF ANY MESSAGES OR INFORMATION ARISING OUT OF OR IN CONNECTION WITH THE AFFILIATE PROGRAM OR EQUESTRIANCOACH.COM

15. Indemnification.  You hereby agree to indemnify and hold harmless EquestrianCoach.com, its parent company, sister companies, subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, expenses (including reasonable attorneys’ fees), and costs (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on, or in any way connected with this Agreement.

16. Notification.  All notices to us in connection with this Agreement shall be deemed given as of the day they are received either by messenger, delivery service or in the United States of America mails, postage prepaid, certified or registered, return receipt requested, and addressed as follows:

Equestrian Coach, LLC.
P.O. Box 1509
San Marcos, CA 92079
Attention: Affiliate Program Manager

Any notice under this Agreement shall be given by EquestrianCoach.com to you via email at the address provided by you to EquestrianCoach.com at the commencement of this Agreement or as EquestrianCoach.com is subsequently advised. Notice to you at this address is deemed sufficient regardless of your receipt of such email.
 
18. 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 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.
 
19. Dispute Resolution.  Any claim, dispute or controversy with respect to, in connection with or arising out of this Agreement shall be subject to and decided by arbitration in City of Vista, County of San Diego, Commonwealth of California, by a panel of three arbitrators. Each Party shall designate one disinterested arbitrator and the two arbitrators so designated shall select a third arbitrator. The persons selected as arbitrators need not be professional arbitrators and persons such as lawyers, accountants, brokers and bankers shall be acceptable, but each shall have substantial experience with respect to information technology and development. The arbitration proceeding shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association then and there pertaining. Any party may initiate arbitration proceedings hereunder by providing written notice ("Demand for Arbitration") to the other party to such claim, dispute or controversy. A Demand for Arbitration shall be made within a reasonable time after the claim, dispute or controversy has arisen; provided, however, that no Demand for Arbitration may be made after the date when institution of such claim, dispute or controversy would be barred by the applicable statutes of limitations. Arbitration proceedings shall be commenced within thirty (30) days of such notice or as soon thereafter as practicable, and the arbitrators shall be required to render a written determination within thirty (30) days after the commencement of such arbitration proceedings. The written award of a majority of the arbitrators shall be final and binding upon the parties and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof, including the federal district courts located in the City of Vista, County of San Diego, Commonwealth of California. All costs of any such arbitration shall be borne equally by the parties. The provisions of this paragraph shall survive the expiration or earlier termination of this Agreement.

20. Execution and Acceptance.  By using a Link provided by Affiliate Program, you execute, accept, enter into, and become party to this Agreement. At such point, EquestrianCoach.com simultaneously and automatically becomes counter-party to this Agreement. The Effective Date of such Agreement is the day on which Link is used by you.

21. Entire Agreement.  Together with the above guidelines, this Agreement constitutes the entire agreement between the Parties. No prior or contemporaneous written or oral representation of the Affiliate Program form a part of this Agreement, and this Agreement supersedes all prior agreements between the Parties relating to the subject matter of this Agreement.
 
22. Attorneys Fees.  In the event EquestrianCoach.com shall commence formal legal action to interpret and/or enforce the terms of this Agreement, the prevailing party in any such action or proceeding shall be entitled to recover, in addition to all other available relief, its reasonable attorneys’ fees and costs incurred in connection therewith.

 

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