SaveOnLens Referral Agreement
Terms and Conditions
- Making Referrals
Anybody who is a member of SaveOnLens is eligible
for the Referral Program. You become a referrer
of SaveOnLens when you recommend our site to
a friend. Whenever a customer enters your e-mail
address when placing the first order or registering
as a SaveOnLens member constitutes the customer's
acceptance of all terms and conditions of this agreement.
You receive referral commission when the new customer
you have referred to the SaveOnLens site purchases
a product. To ensure that you receive the correct
commission, the new customer must come to the site
and enter your e-mail address when placing the first
order or registering as a SaveOnLens member.
Currently, all the products offered at SaveOnLens
are eligible for commission. The products offering
and referral fee schedule are subject to change
by us, upon notice to you. If we add products, we
may allow you to also offer such products pursuant
to the Referral Program. All contact lenses and
other products added by us as being offered to the
Referral Program.
- Referral Fees
A. How You Earn Referral Fees
You will earn a referral fee on any product that
is purchased, shipped and paid for in full by a
customer who has entered your e-mail address when
placing the first order or registering as a SaveOnLens
member.
B. Your Referral Fee Schedule
The SaveOnLens Referral Program pays you referral
fees based on the net purchase price received by
us for all products sold directly by us to people
you referred to our web site. Referral fees are
not paid on amounts collected for sales taxes, shipping,
handling, and similar charges, credit card fraud
and bad debt, and credits for returned goods.
All available products on our web site are eligible
for referral fees to be paid as follows:
You will earn three percent (3%) of the net sales collected by
us. This will be applied as a credit to your next order from SaveOnLens
(excluding shipping and handling).
SaveOnLens will keep track of the total visits,
sales and commission generated from the customers
you referred to our web site. You must have your
e-mail and password in order to view your Referral
Statistics Report.
- Customers
A. Handling Customer Orders
All orders placed by customers you referred to SaveOnLens
will be processed by us. We will prepare each order,
process payments, cancellations, and returns, handle
shipping, and service customers. Any order not complying
with our requirements may be rejected. We will track
all sales made by customers you have referred to
our site. This can be checked at any time online
by accessing the Referral Statistics Report.
B. Customers Subject to Our Policies
Any customers who purchase through our web site
will be subject to SaveOnLens customer service
policies and operating procedures. We reserve the
right to alter these at our own discretion, including
without limitation, the pricing of all Products.
- Referrer Responsibilities
A. Compliance with this Agreement
We have the right at any and all times to monitor
your referral to determine if you are in compliance
with the terms of this agreement.
- Name and Trademark Licenses
A. Licenses
This agreement includes our grant to you of non-exclusive,
non-transferable, revocable licenses to (i) access
our web site through the links established, strictly
in accordance with the terms of this agreement and
(ii) use those designs, trade names, trademarks,
and similar identifying material relating to us
which we authorize you to use (collectively, the
¡§Licensed Marks¡¨), for the sole purpose of selling
authorized Products from your Referrals to SaveOnLens,
and strictly in accordance with the terms of this
agreement. You may not alter, modify, or change
the Licensed Marks in any way. We may alter, modify
or change the Licensed Marks, in our sole discretion,
upon notice to you.
B. Restrictions on Use
You shall not anywhere make any specific use of
any Licensed Marks, without first submitting a sample
of such to us and obtaining the prior written consent
of SaveOnLens, which may be unreasonably withheld.
You agree not to use the Licensed Marks in any manner
that is disparaging, portrays us in a negative light,
or otherwise harms the good name and reputation
of SaveOnLens. All other rights in the Licensed
Marks are reserved. We may revoke your licenses
at any time, by giving you written notice.
- Term of this Agreement
Once we accept you as a refferer of SaveOnLens,
this agreement will be in effect. It may be terminated
at any time by either you or us, with or without
cause, through written notice. You will be eligible
to earn referral fees only on sales generated during
the term of this agreement.
- Modifications
We reserve the right to modify any of the terms
and conditions contained in this agreement, at any
time, in our sole discretion. You will be notified
by e-mail and a notice will be posted on our web
site. Modifications may include, but are not limited
to, Products, changes in the scope of available
commission fees, commission schedules, payment procedures,
and Referral Program rules. If you find any modification
unacceptable, your only recourse is to terminate
this agreement, and cease to participate in the
Referral Program. Your continued participation in
the Referral Program following our posting of a
change notice or new agreement on our web site will
constitute binding acceptance of the change.
- Relationship of Parties
Each party to this agreement is an independent contractor,
and nothing in this agreement will create any partnership,
joint venture, agency, franchise, sales representative,
or employment relationship between the parties.
You have no authority to make or accept any offers
or representations on our behalf. You will not make
any statement, that would contradict anything in
this agreement.
- General Terms and Conditions
A. Assignment and Waiver
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 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 a provision or any other provision
of this agreement.
B. Disclaimers
We make no express or implied warranties or representations
with respect to the Referral Program or any products
sold through the Referral Program (including, without
limitation, warranties of fitness, merchantability,
noninfringement, or any implied warranties arising
out of performance, dealing, or trade usage). In
addition, we make no representation that the web
site will operate, or that operation of our web
site will be uninterrupted or error free, and we
will not be liable for the consequences of any of
the foregoing.
C. Referrer¡¦s Representations
You hereby represent and warrant to us as follows:
(i) This agreement constitutes a legal, valid, and
binding obligation on your part, enforceable against
you in accordance with its terms. (ii) There is
no pending or, to the best of your knowledge, threatened
claim, action, or proceeding against you, or any
Referral of yours, with respect to the execution,
delivery or consummation of this agreement, or with
respect to the Trademarks, and, to the best of your
knowledge, there is no basis for any such claim,
action, or proceeding.
D. Confidentiality
Except as otherwise provided in this agreement or
with the consent of the other party hereto, we both
agree that all information including, without limitation,
business and financial information, customer and
vendor lists, and pricing and sales information,
concerning us or you, respectively, or any of our
Referrals provided by or on behalf of any of them
shall remain strictly confidential and secret and
shall not be disclosed to third parties, or utilized,
directly or indirectly, by such party for its own
business purposes (except as contemplated by this
agreement) or for any other purpose except and solely
to the extent that any such information is generally
known or available to the public through a source
or sources other than such party hereto or its Referral.
Notwithstanding the foregoing, each party is hereby
authorized to deliver a copy of any such information
(a) to any person pursuant to an order issued by
any court or administrative agency, (b) to its accountants,
lawyers, or other professional advisors on a confidential
basis, and (c) otherwise as required by applicable
law.
E. Limitation of Liability
We will not for any reason whatsoever be liable
for any direct, indirect, special, or consequential
damages, or any loss of revenue, profits, or data,
arising in connection with this agreement or the
Referral Program, even if we have been advised of
the possibility of such damages. Without limiting
the generality of the foregoing, our aggregate liability
will not for any reason whatsoever exceed the total
commission fees payable to you under this agreement.
F. Indemnification
You hereby agree to indemnify and hold harmless
SaveOnLens, and its subsidiaries and Referrals,
and their directors, officers, employees, agents,
shareholders, partners, members, and other owners,
against any and all claims, actions, demands, liabilities,
losses, damages, judgments, settlements, costs,
and expenses (including solicitor¡¦s fees) (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
(i) any claim that our use of the Trademarks infringes
on any trademark, trade name, service mark, copyright,
license, intellectual property, or other proprietary
right of any third party, (ii) any misrepresentation
of a representation or warranty or breach of a covenant
and agreement made by you herein, or (iii) any claim
related to you, including, without limitation, content
not provided by us.
G. Independent Investigation
You acknowledge that you have read this agreement,
understand it in its entirety, and agree to all
of 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 You have independently
evaluated the desirability of participating in the
Referral Program and are not relying on any representation,
guarantee, or statement other than as set forth
in this agreement.
H. Governing Law
This agreement will be governed by the laws of the
Province of British Columbia, Canada without reference
to rules governing choice of laws. Any action relating
to this agreement must be brought in the provincial
courts located in Vancouver, British Columbia, Canada
and you irrevocably consent to the jurisdiction
of such courts.
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