Alternate Mode Affiliate Program - Terms and Conditions of Use
--INDEPENDENT CONTRACTOR STATUS
At no additional charge, Customers may elect to register as an Independent Affiliate (IA) of Alternate Mode, Incorporated (Alternate Mode). IA's earn commissions on sales of products offered in the Alternate Mode Online Shopping Cart on their corporate web site.
As an IA of Alternate Mode, you agree that you are operating as an independent contractor and are not subject to withholding, nor entitled to any other benefits, entitlements, or accommodations other than those legally provided for in the compensation plan.
All liabilities for taxes, record keeping, reporting of state, national, or local taxes and/or licenses will be the sole responsibility of the IA. Where applicable, Alternate Mode will issue the proper IRS tax forms (1099-MISC) to any IA's residing in the United States of America who have exceeded the commission threshold prescribed for the current tax year. As such, all IA's residing in the United States of America are required by law to provide a W8/W9 tax form including a valid social security number or corporate tax ID, and a valid postal address prior to the receipt of any commissions from Alternate Mode.
Nothing in this Agreement will create any partnership, joint venture, agency franchise, sales representative, or employment relationship between the IA and Alternate Mode. IA will have no authority to make or accept any offers or representations on behalf of Alternate Mode. IA will not make any statement, whether on a privately owned website or otherwise, that reasonably would contradict anything in this Section. IA not an agent of the Alternate Mode and Alternate Mode expressly disclaims responsibility for any conduct by you in violation of our terms of agreement.
--NO GUARANTEE OF INCOME
As an Independent Affiliate (IA) you attest and verify that neither Alternate Mode, nor any of its affiliates have guaranteed or implied any income, whatsoever. Such income as may be received by you as an Independent Affiliate will be solely based upon the sale of Alternate Mode products purchased online by customers introduced to the Alternate Mode shopping cart by means of an affiliate URL.
You also do hereby attest and verify that you will make no claims of income, or guarantee of income, either directly or indirectly, but will allow the corporate description of the Alternate Mode compensation plan to suffice in all descriptions and explanations of potential income to prospective customers or IA's.
--LIMITATIONS OF PROMOTION
As an Affiliate of Alternate Mode, an IA may use any form of promotion they choose, consistent with the terms of this Agreement. IA may use banner advertisements, button links and/or text links to our site (the "Links"), however, they CANNOT SPAM. Any activity by IA or on behalf of an IA that is determined or reasonably suspected to be the result of an unsolicited bulk e-mail program will result in IA's immediate termination from the Program and forfeiting of monies otherwise due you hereunder. Allowable promotional links may contain Alternate Mode's trade names, service marks, and/or logos for display on IA's privately owned website. Subject to the terms and conditions hereof, you are granted a limited, non-exclusive, non-transferable license to access and download such Links and other designated promotional materials for placement on IA's privately owned website for the sole and exclusive purpose of promoting websites owned, operated or controlled by Alternate Mode. In utilizing the Links, IA agrees to cooperate fully with Alternate Mode in order to establish and maintain such Link or Links. A Link may only be visually modified with our consent.
IA is free to bid on PPC networks for keywords related to electronic percussion with the intent to direct traffic to Alternate Mode. Alternate Mode does NOT allow any brand name / Trademark bidding (Alternate Mode, KAT, or KAT Percussion) or Trademark + bidding (i.e Alternate Mode Discount Coupon ). Some examples of prohibited keywords:
- Alternate Mode
- trapKAT, malletKAT, (or any other Alternate Mode trademarked product name)
- trapKAT review
- malletKAT review
IA is prohibited from bidding on any Alternate Mode/KAT and Alternate Mode/KAT KEYWORD (example: coupon, review, etc.) terms on any PPC search engine. When setting up the display advertisement in a PPC campaign, it is not permitted to use the display URL www.alternatemode.com, www.katpercussion.com, katpercussion.com or alternatemode.com, and ad text in a display ad may not contain Alternate Mode/KAT trademarks. We do NOT allow direct linking from PPC campaigns.
The goal of these guidelines regarding pay-per-click advertisements is to preserve the integrity of the Alternate Mode/KAT brand name and reputation. We do not want affiliates, or for that matter, any third party, representing themselves as Alternate Mode or presenting themselves in a way that could be confused with Alternate Mode.
Please note that organic search listings and results are permitted for the above terms.
In addition to the foregoing, Alternate Mode will immediately terminate IA's participation in the Program if it is believed that IA engaged in any of the following:
- Unsolicited mass e-mail solicitations, IRC postings or any other form of spamming, including but not limited to, newsgroups or AOL customers or otherwise violate the anti-spamming policies of Alternate Mode or state law;
- Providing inaccurate or incomplete information to Alternate Mode concerning your identity, address or other required information;
- Attempt to cheat, defraud or mislead us in any way;
- Misrepresent to the public the terms and conditions of our sites or your sites;
- Engage in popup advertisement network activities;
- IFrames may not be used unless given express permission by Alternate Mode, sales made through hidden IFrames or Cookie Stuffing methods will be considered invalid
IA assumes sole responsibility to maintain his/her profile in current order with Alternate Mode including postal mailing information and email address.
While a privately owned website is not required. IA will be solely responsible for the development, operation and maintenance of any privately owned website and for all materials that appear there. Alternate Mode shall have no responsibility for the development, operation and maintenance of an IA site and for all materials that appearing there. IA shall also be responsible for ensuring that materials posted on IA website do not violate or infringe upon any laws, including but not limited to 18 U.S.C. Section 2257, or the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), and ensuring that materials posted on IA website are not libelous or otherwise illegal. You must have express permission to use another party's copyrighted or other proprietary material. Alternate Mode will not be responsible if IA uses another party's copyrighted or other proprietary material in violation of the law.
Alternate Mode expressly requires IA to disclose that there is a "material connection" between them and Alternate Mode any time you offer an endorsement or testimonial on our services, in accordance with the Federal Trade Commission guidance as outlined here:
Such disclosure should be clear and prominent, meaning close to the endorsement or testimonial.
Please note: IA should obtain legal advice on how to fully comply with these responsibilities in their specific situation.
Alternate Mode pays commissions to qualified IA's based on the bona-fide sale of products to end-users via the Alternate Mode Online Store. Alternate Mode does not pay commissions based on recruiting other Affiliates.
To be eligible to receive commissions, IA must have an account in good standing at the time commissions are calculated. "Good Standing" refers to an account that is not in violation of any of our policies, has valid contact information on file, and in the case of IA's residing in the United States - proper tax documentation. Earned Commissions will be paid to qualified IA's via check.
Bona-fide new sales activity is defined as a new account which is opened by a new Customer with valid and unique payment information. IA's will be credited with a commissionable sale by having provided the customer with a unique website URL (an affiliate URL).
Monthly Commissions are calculated when a customer order has been processed and shipped by Alternate Mode as five percent (5%) of the total sale price of the order (not including shipping). Affiliate Statistics will be available in the Affiliate Account profile available on the corporate shopping cart.
The maximum commission available for a single order will be limited to $350.00 (USD). This commission limit can be waived in the future at the sole discretion of Alternate Mode.
Accrued Commissions will be withheld by Alternate Mode for a minimum period of forty-five (45) days following the processing and shipping of an online product order. Following this mandatory holding period, all accrued commissions will be remitted to qualified IA's by check to the postal address appearing in IA profile. Commissions are issued in US Dollars.
To further facilitate accounting and mailing costs, Alternate Mode sets a minimum check amount of $25.00 (USD) for monthly commissions. If the IA has not generated sufficient commissions in the month to exceed this minimum, these earnings will be withheld (rolled over) to the next month and so on, until the total amount exceeds this minimum level.
Money earned by the IA that has not been paid-out to the Affiliate does not accrue interest during any withholding period.
In the event that an IA's account is terminated by either the company or the IA, IA will forfeit any claim to previously accrued commissions.
Lost or destroyed checks will be replaced by Alternate Mode if written notice is received by Alternate Mode within ninety (90) days of the check being issued. Replacement checks will be issued only after such time has passed to verify that the check has not been presented to our bank(s) and will be assessed a $35 stop payment fee as well as a $10 check re-issue fee. Checks presented for payment beyond 90 days of issue will not be honored.
If an IA's account is inactive for any reason when commissions are calculated, IA forfeits any claim to commissions for that commissions cycle.
If an order, either in whole or in part, is returned to Alternate Mode that has been credited to an IA, calculated commissions will be immediately adjusted to reflect any refunds or replacement values.
In the event that these adjustments result in a negative commission balance for an IA, the IA account status will be immediately considered suspended until such time as either (A) additional qualifying orders have been successfully processed that offset this negative balance, or (B) IA provides payment for this negative balance to Alternate Mode.
Any sales activity credited to an IA that results in any perceivable "pattern" of potential fraud will result in the immediate termination of the IA's affiliate account.
--NOTIFICATION and COMMUNICATION
IA agrees to accept all communication from Alternate Mode Corporate offices in the form of both email and postal communication, using the contact information listed in IA's profile. Such communication shall include, but not be limited to commission reports, collections, record keeping, etc.
All postal correspondence should be directed to:
Alternate Mode Inc.
30 Westwood Ave
East Longmeadow, MA 01028
--TERM OF AGREEMENT
The term of this Agreement will begin upon our acceptance of the IA Affiliate Program Application and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. Notice by e-mail, to the e-mail address on our records, is considered sufficient notice for to terminate this Agreement. If this Agreement is terminated because IA has violated the terms of this Agreement, IA is no longer eligible to receive any commissions payments, even for commissions earned prior to the date of termination. If this Agreement is terminated for any other reason, IA is only eligible to earn a commission on sales occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. Alternate Mode reserves the right to withhold final payment to IA for a reasonable time to ensure that the correct amount is paid.
Alternate Mode may modify any of the terms and conditions contained in this Agreement, at any time and in their sole discretion. Notice of any change by e-mail, to the address on our records, or the posting on our site of a change notice of a new agreement, is considered sufficient notice for notifying IA of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliate Program rules. All such modifications shall take effect 48 hours after notice is served as provided above, unless indicated otherwise. If any modification is unacceptable to the IA, an IA's sole recourse is to terminate this Agreement. Continued participation in the Affiliate Program, following our posting of a change notice or new agreement the Alternate Mode website, will constitute binding acceptance of the change.
--LIMITATION OF LIABILITY
Alternate Mode 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 Affiliate Program, even if Alternate Mode have been advised of the possibility of such damages. Further, Alternate Mode's aggregate liability arising with respect to this Agreement and the Affiliate Program will not exceed the total commissions paid or payable to you under this Agreement.
Alternate Mode makes no express or implied warranties or representations with respect to the Affiliate Program or any COMPANY items sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, Alternate Mode makes no representation that the operation of their websites will be uninterrupted or error-free, and will not be liable for the consequences of any interruptions or errors.
--REPRESENTATIONS AND WARRANTIES
IA hereby represents and warrants to Alternate Mode that this Agreement has been duly and validly executed and delivered by IA and constitutes your legal, valid and binding obligation, enforceable against IA in accordance with its terms; and that the execution, delivery and performance by IA of this Agreement are within IA's legal capacity and power; have been duly authorized by all requisite action on part of IA; require the approval or consent of no other persons; and neither violate nor constitute a default under the (i) provision of any law, rule, regulation, order, judgment or decree to which IA is subject or which is binding upon IA, or (ii) the terms of any other agreement, document or instrument applicable to IA or binding upon IA. Should any law enforcement agency or internet service provider provide Alternate Mode with notice that IA has engaged in transmission of unsolicited bulk e-mails or has otherwise engaged in unlawful conduct or conduct in violation of said service provider's terms of service, Alternate Mode reserves the right to cooperate in any investigation relating to your activities including disclosure of IA account information in connection therewith.
Alternate Mode may disclose to IA certain information as a result of your participation as part of the Program, which information Alternate Mode considers to be confidential (herein referred to as "Confidential Information"). For purpose of this Agreement, the term "Confidential Information" shall include, but not be limited to, any modifications to the terms and provisions of this Affiliate Program Agreement made specifically for IA and not generally available to other members of the Affiliate Program, website, business and financial information relating to Alternate Mode, customer and vendor lists relating to Alternate Mode and any members of the Affiliate Program, other than IA. Confidential Information shall also include any information that Alternate Mode designates as confidential during the term of this Agreement. IA agrees not to disclose any Confidential Information and that such Confidential Information shall also include any information that Alternate Mode designates as confidential during the term of this Agreement. IA agrees not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your 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 if same is required by law or legal process. Alternate Mode makes no warranty, expressed or implied, with respect to any information delivered hereunder, including implied warranties of merchantability, fitness for a particular purpose or freedom from patent, trademark or copyright infringements, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information and Alternate Mode shall not have any liability to IA or to any other person resulting from IA or such third person's use of the information.
IA hereby agrees to indemnify, defend and hold harmless Alternate Mode, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expense (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by Alternate Mode (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim or threatened claim that Alternate Mode use of the Affiliate Trademarks infringes on the rights of any third party; (ii) the breach of any promise, covenant, representation or warranty made by IA herein; or (iii) or any claim related to IA's website.
Terminated accounts cannot later apply to the Program without our express written consent. This Agreement will be governed by the laws of the United States and the State of Massachusetts, without reference to rules governing choice of laws. Alternate Mode reserves the right to institute a reserve fund holding commissions for a time period deemed necessary in situations where sales generated by an affiliate consistently have a high chargeback/cancellation ratio. Alternate Mode will be the sole and final arbitrator for any and all disputes or claims related to the validity of sales. IA may not assign this Agreement, by operation of law or otherwise, without prior written consent from Alternate Mode. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Failure of Alternate Mode to enforce your strict performance of any provision of this Agreement will not constitute a waiver of Alternate Mode's right to subsequently enforce such provision or any other provision of this Agreement.
By participating in this affiliate program, IA agrees to binding arbitration for any disputes or claims that arise against Alternate Mode, Incorporated or its subsidiaries in conjunction with this program. An arbitration firm selected by Alternate Mode, Incorporated will be the sole and final arbitrator for any and all disputes or claims related or resulting from participation in this program. All decisions rendered are final. IA is also responsible for any and all costs related to such arbitration.
These Terms and Conditions, last modified on April 9, 2014 supersede all previous representations, understandings or agreements and shall prevail notwithstanding any variance with terms and conditions of any order submitted. Use of the Alternate Mode Affiliate Program constitutes acceptance of these Terms and Conditions.