Our affiliates are very important to us. We agree to treat you fairly and with respect. We simply ask the same consideration of you. The following agreement is to clarify our mutual rights and responsibilities, and outline what is and is not acceptable conduct. Please bear with us as we take you through this legal formality. After you've read it, submit the form to indicate your acceptance. A copy will be emailed to you. If you have any questions, please email us or call (800) 507-1620.
PLEASE READ THE ENTIRE AGREEMENT.
BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
This agreement (the “Agreement) is made between Jaya Savannah International (the “Company”), and the Affiliate, and collectively, the “Parties”) for participation in The Company’s affiliate program. If Affiliate does not want to participate in the affiliate program, please disregard the following agreement and do not submit your application to our affiliate program.
Affiliate wishes to include certain materials promoting Company, and to include a link to Company’s website within those materials on Affiliate’s website, emails, social media, and other communication channels;
NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agree as follows:
1. Promotional Materials.
Company shall make available to Affiliate certain banner advertisements, button links, text links, and/or other graphic or textual material for display and use by the Affiliate (the “Promotional Materials”). Affiliate shall display the Promotional Materials as Affiliate sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement. Affiliate shall also include a link from the Promotional Materials to Company’s website, as specified by Company.
2. Use of Promotional Materials.
The Affiliate’s use and display of the Promotional Materials shall conform to the following terms, conditions and specifications:
15.1. Affiliate may not use any graphics to promote Company’s website, products or services other than the Promotional Materials, unless Company agrees to such other materials in writing prior to their display.
15.2. Affiliate may only use the Promotional Materials for the purpose of promoting Company’s website (and the products and services available thereon), and for linking to Company’s website.
15.3. Affiliate will not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by Company. If Affiliate wishes to alter or otherwise modify the Promotional Materials, Affiliate must obtain prior written consent from Company for such alteration of modification.
15.4. The Promotional Materials will be used to link only to Company’s website and other page addresses as specified by Company.
Company hereby grants to Affiliate a nonexclusive, nontransferable license (the “License”) to use the Promotional Materials as specified under the terms and conditions of this Agreement. The term of the License shall expire upon the expiration or termination of this Agreement.
4. Intellectual Property.
Company retains all right, ownership, and interest in the Promotional Materials, and in any copyright, trademark, or other intellectual property in the Promotional Materials. Nothing in this Agreement shall be construed to grant Affiliate any rights, ownership or interest in the Promotional Materials, or in the underlying intellectual property, other than the rights to use the Promotional Materials granted under the License, as set forth in Section 3.
5. Relationship of Parties.
This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Company and Affiliate. Affiliate shall provide services for Company as an independent contractor. Affiliate shall have no authority to bind Company into any agreement, nor shall Affiliate be considered to be an agent of Company in any respect.
6.1. In exchange for Affiliate’s display of the Promotional Materials, and for Affiliate’s compliance with and performance of the terms and conditions of this Agreement, Company shall pay to Affiliate a commission (the “Commission”) on commission-eligible products or services sold to a user that accesses Company’s website through a link that contains Affiliate’s unique ID. Commission will be based on purchases made by a user for any new and recurring purchases for the life of the registered user.
6.2. The amount of commissions varies by product and is posted inside the member area on the affiliate page at http://jayasavannah.com/members/affiliates/. Notification to Affiliate of any change in commission amount will be given by Company at the email address on hand for the Affiliate.
6.3. Any sales that are not made via the Affiliate’s unique tracking links are ineligible for commissions.
6.4. Company shall keep accurate and up-to-date records of the data used to determine the total amount of Commissions owed to Affiliate. Affiliate shall have access to these records through the member area on the affiliate page at http://jayasavannah.com/members/affiliates/.
6.5. Commissions are held for a period of 60 days from purchase date to protect Company in the event of any chargeback that may occur. Company shall pay all Commissions accrued and payable to Affiliate within 7 days of the first day of each month (the “Commission Payment Date”). Payment is made via PayPal and sent to the PayPal email on file for the Affiliate.
6.6. No Commissions shall be owed or paid for sales that were cancelled, returned, refunded, exchanged for a commission-ineligible product, or reversed due to chargeback, fraud, or merchant error. Affiliate will however remain the lifetime affiliate for that user and will remain eligible for commissions on that user’s future eligible purchases.
6.7. In the event that Affiliate materially breaches this Agreement and Company terminates this Agreement, then any accrued and payable Commissions owing to Affiliate shall be forfeited, and Company shall not be obligated to pay such Commissions to Affiliate.
7. Affiliate’s Representations and Warranties.
Affiliate represents and warrants the following:
7.1. Affiliate has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in this Agreement.
7.2. Affiliate’s website does not contain any materials that are:
7.2.1. Sexually explicit, obscene, or pornographic;
7.2.2. Offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);
7.2.3. Graphically violent, including any violent video game images; or
7.2.4. Solicitous of any unlawful behavior
7.2.5. Infringing on any copyright, trademark or other intellectual property rights of any person or entity
7.3. Affiliate will not use the Promotional Materials in any manner other than those set forth in Section 2 above.
7.4. Affiliate will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property therein.
7.5. Affiliate will not use Company’s name (or any name that is confusingly similar to Company’s name) for any purpose on its website, in its promotional materials, or in any other context except to promote Company’s website as specified in this Agreement. Affiliate will not register any domain name that incorporates Company’s name, or that is confusingly similar to Company’s name.
7.6. Affiliate will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing Company or Company’s website.
Affiliate shall indemnify Company and hold harmless Company from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of Affiliate’s warranties set forth in Section 7 above. Affiliate shall also indemnify and hold harmless Company for any damage, loss or other cost arising out of the use or misuse by Affiliate of the Promotional Materials.
Any information that Affiliate is exposed to by virtue of its relationship with Company under this Agreement, which information is not available to the general public, shall be considered to be “Confidential Company Information.” Affiliate may not disclose any Confidential Company Information to any person or entity, except where compelled by law, unless Affiliate obtains prior written consent for such disclosure from Company.
10.1. This Agreement shall take effect immediately, and shall remain in full force and effect indefinitely, or until terminated pursuant to this Section 10.
10.2. Either Party shall have the right to terminate this Agreement at any time and for any cause. The terminating Party must give written notice in the form of mail, email, or fax to the other Party.
11.1. Company shall not be responsible for any taxes owed by Affiliate arising out of Affiliate’s relationship with Company as set forth in this Agreement. Company shall not withhold any taxes from the Commissions paid to Affiliate.
11.2. Company shall require Affiliate to provide a signed W-9 US tax form prior to Company releasing the first commission payment to Affiliate. Company will issue a 1099-MISC US tax form to Affiliate should Affiliate earn $600 or more in commission in a single tax year.
12. Limitation of Liability.
Company shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages including, without limitation, loss of revenue or goodwill or anticipated profits or lost business, even if we have been advised of the possibility of such damages. Further, notwithstanding anything to the contrary contained in this agreement, in no event shall Company’s cumulative liability arising out of or related to this agreement, whether based in contract, negligence, strict liability, tort or other legal or equitable theory, exceed the total commission fees paid to Affiliate under this agreement.
Company may modify any of the terms and conditions in this Agreement at any time. Company will notify Affiliate by email. Modifications may include, but are not limited to changes in the payment procedures and Affiliate Program rules. Affiliate’s continued participation in the Affiliate program constitutes agreement to the changes.
14.1. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California without regard to the conflicts of laws and principles thereof.
14.2. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
14.3. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
14.4. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
14.5. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.
IMPORTANT: After you submit, the page will refresh. You must continue to Step 2 in order to complete your application.
PRIVACY: We will never share your information with 3rd parties (unless required by law.) Affiliates must submit and maintain an updated complete profile, including PayPal email address, so that we may pay you. Thank you.
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