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AFFILIATE
PARTICIPATION AGREEMENT
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1. INTRODUCTION
This Affiliate Participation Agreement ("Agreement")
sets forth the terms and conditions applicable to participants
in the Computer Geeks Affiliate Program (the
"Program"). In addition to the terms and conditions
contained herein, Computer Geeks will from time-to-time
establish rules and procedures or amend existing rules and procedures.
Such rules and procedures, presently existing or later amended
or established, are and will be automatically incorporated herein
and made a part of this agreement.
2. DEFINITIONS
As used in this Agreement, the terms "we" and "us"
refer to Computer Geeks (AKA Geeks.com);
"you" and "your" refer to the participant
or affiliate; "our site" refers to the www.geeks.com
web site; "your site" refers to the web site from
which you will link to our site; and "product" means
any item offered for sale by us on our site. A "fully-qualified
link" ("Qualified Link") refers to a link from
your site to ours which contains properly-formatted Merchant
and Source ID Codes.
3. ENROLLMENT IN THE PROGRAM
To begin the enrollment process, you must visit the Affiliate
Program Information Page on our site (
http://www.geeks.com/affiliates) and complete
an Affiliate Program Application ("Application") on
the Affiliate Program Information Page at:
https://www.geeks.com/affiliates/application.asp.
Upon receipt, we will evaluate your Application and notify you
of the acceptance or rejection of your Application. We reserve
the right to reject any Application if we determine in our sole
discretion that your site is unsuitable for the Program for
any reason.
We will under no circumstances approve applications from sites
that incorporate content that is in any way unlawful, harmful,
threatening, defamatory, obscene, harassing or racially, ethically
or otherwise objectionable. Nor will we approve applications
from sites that facilitate or promote illegal activity, depict
sexually explicit images, promote violence, promote discrimination
based on race, sex, religion, nationality, disability, or age,
or incorporate any material that infringes or assists others
in their efforts to infringe on any copyright, trademark or
other intellectual property rights. If your Application is rejected
you may not participate in the Program. If accepted, you will
be responsible for all of your own expenses incurred in connection
with your participation in the Program (i.e., site hosting or
bandwidth fees.) In addition, we may reject your Application
after acceptance, or rescind our acceptance of your Application
at any time in the event of changed conditions or for any other
reason. Determination that a site’s content is "objectionable"
is at our sole and final discretion.
4. UTILIZING OUR LINKS ON YOUR SITE
If you are approved as an Affiliate, you will be provided with
a variety of links to our site (the "Links"). These
may consist of any number of graphical and textual links, banner
advertisements, button links and other static or dynamically-updated
content incorporating our logos and/or words identifying us.
Subject to the terms and conditions herein, you may display
these Links on your site. You agree that you will cooperate
fully with us to establish and maintain such Links. You may
place and use any link in as many areas on your site as you
wish, subject only to the limitations set forth in this Agreement.
You shall endeavor to display the Links prominently throughout
your site wherever commercially reasonable. You shall use the
Links only in order to link to our site and to promote your
ability to do so pursuant to this Agreement. You shall not present
the Links or any images comprising the Links in combination
with any other name or mark, in connection with your own goods
or services, or in any manner that may suggest or imply that
you or your goods or services are supplied by, sponsored by,
endorsed by, or affiliated with us. You may not alter or change
the look, feel, or functionality of the Links without our express
prior written consent. You may not use the Links in any way
that may alter the look, feel, or functionality of our site,
or which negatively impact our brand equity or reputation. We
have the right to monitor your site from time to time to determine
if you are in compliance with this Agreement.
5. ORDER PROCESSING
We will process orders placed by customers who follow the Links
from your site to our site. We reserve the right to reject or
withhold acceptance or fulfillment of orders for any reason,
including but not limited to the failure of any entity making
an order to comply with our
terms and conditions of sale as these may evolve from time
to time. We will be solely responsible for all aspects of order
processing and fulfillment. The volume and amount of sales generated
using the Links from your site to ours will be tracked by BeFree
(the "Tracking Data"). You will have access to our
co-branded reporting center at http://computergeeks.reporting.net,
where you can check your site's traffic and sales activity,
as it relates to the Program, on a daily basis. To permit accurate
tracking and reporting, you must ensure that the Links between
your site and our site are properly formatted.
6. COMMISSIONS
Only Products that are purchased by a user linking to our site
from your site pursuant to a Qualified Link ("Linked User"),
for which purchase we have received full payment (collectively
a "Qualifying Purchase"), will qualify for a commission
("Commission"). No Commission will be paid if the
visitor to our site cannot be tracked by BeFree's system or
if the visitor to our site accesses our site by a means other
than the use of the Qualified Link. Commission rates ("Commission
Rates") will be based on the amount actually paid to us
for Qualifying Purchases, excluding amounts collected by us
for sales taxes, duties, gift-wrapping, shipping, handling,
and similar charges, amounts due to credit card fraud and bad
debt, and credits for returned goods ("Net Sales").
All available items on our site will be included in the computation
of Net Sales. The current Standard Commission Rate is three
percent (3%) of the Net Sales received by us. Although we assume
no obligation to do so, we may, from time to time, offer increased
Commission Rates on specific products and/or other additional
incentives to our Affiliates.
7. COMMISSION PAYMENT
Subject to Section 6 above, we will pay you Commissions on a
monthly basis. Within approximately 30 days following the end
of each calendar month during which this Agreement is in effect,
we will send you a check for the Commissions you earned on Net
Sales in the preceding month, as well as a report summarizing
the sales activity on which Commissions are payable. If Commissions
payable to you for any period are less that $25.00, we will
hold those Commissions until the total amount due is at least
equal to $25.00. If returns, refunds or other events require
recalculation of Net Sales for a period in which Commissions
have already been paid, we will offset Commissions payable in
succeeding months by the amount which Commissions are reduced
by such recalculation. If there are no subsequent Commissions
payable, we will send you an invoice for reimbursement of the
overpaid Commissions, and you agree to pay any such invoice
within 30 days of receipt of such invoice. As an independent
contractor, you are solely and entirely responsible for any
and all taxes and/or other fees or obligations associated with
your receipt of payments under this Agreement.
8. POLICIES AND PRICING
Customers who buy Product(s) through the Affiliate Program are
our customers, and all purchases and related transactions are
subject to our
Terms and Conditions, Privacy Policy, and other rules and
operating procedures, all of which we may periodically modify,
at our sole discretion. You do not have any authority to make
any sale or representation on our behalf or to bind us in any
way, and you agree that you shall not attempt to do so or to
hold yourself out as having authority to do so. Accordingly,
you may not post our proprietary product information, prices,
policies, terms, or other similar information on your site,
EXCEPT WHEN THAT INFORMATION IS USED IN CONJUNCTION WITH A LINK
TO OUR SITE AS CONTEMPLATED BY THIS AGREEMENT, OR WITH EXPRESS
WRITTEN PERMISSION FROM US TO POST SUCH INFORMATION ON YOUR
SITE.
9. RESPONSIBILITY FOR YOUR SITE
You will be solely responsible for the development, operation
and maintenance of your site, all activities relating to your
site and for all materials that appear on your site. We shall
have no responsibility for the development, operation or maintenance
of your site or for any materials that appear on your site.
You shall also be solely responsible for ensuring that materials
posted on your site do not violate or infringe upon the rights
of any third party (including, for example, copyrights, trademarks,
privacy, or other personal or proprietary rights), and ensuring
that materials posted on your site are not libelous or otherwise
illegal. You must have express permission to use another party's
copyrighted or other proprietary material on your site. We will
not be responsible if you use another party's copyrighted or
other proprietary material in violation of the law. We disclaim
all liability for such matters.
10. YOUR REPRESENTATIONS AND WARRANTIES
You hereby represent and warrant to us that this Agreement has
been duly and validly executed and delivered by you and constitutes
your legal, valid and binding obligation, enforceable against
you in accordance with its terms; and that the execution, delivery
and performance by you of this Agreement are within your legal
capacity and power, have been duly authorized by all requisite
action on your part, require the approval or consent of no other
persons; and neither violate nor constitute a default under
the provision of any law, rule, regulation, order, judgment
or decree to which you are subject or which is binding upon
you, or the terms of any other agreement, document or instrument
applicable to you or binding upon you.
11. NON-EXCLUSIVE, LIMITED LICENSE FOR USE OF LOGOS
AND TRADEMARKS
If you are accepted as an Affiliate, we grant you a limited,
non-exclusive, non-transferable, revocable right to use such
graphics, images, logos and text as we may from time to time
provide to you or provide you with access to (the "Licensed
Materials") solely in connection with your participation
as an approved affiliate of the Program. We may terminate the
foregoing license if, in our sole discretion, your use of the
Licensed Materials does not conform to our standards. You agree
that title to and ownership of the Licensed Materials shall
remain with us at all times. You shall use the Licensed Materials
exactly in the form provided from time to time (including, but
not limited to, image dimensions and file sizes and types) and
in conformance with any trademark usage policies that we may
establish. You may not form any combination marks with the Licensed
Materials. You shall not take any action inconsistent with our
ownership of or goodwill associated with the Licensed Materials.
You agree that any benefits and goodwill arising from your use
of the Licensed Materials shall inure solely to our benefit.
You agree not to use the Licensed Materials, or materials which
have been modified or are substantially similar, in any manner
that is disparaging or that otherwise portrays us in a negative
light. We reserve all of our rights in the Licensed Materials,
and all other intellectual property rights. We may revoke your
license at any time by giving you notice in accordance with
the notice provisions of this Agreement. You shall obtain no
rights in or to the Licensed Materials in the event of termination
of this Agreement. You shall not create, publish, distribute
or permit any written material that makes reference to us, without
first submitting such material to us and receiving our written
consent. You grant us a limited, non-exclusive, royalty-free,
worldwide license to use your names, titles, logos, trademarks,
trade names, and service marks (collectively the "Affiliate
Trademarks") to advertise, market, promote, and publicize
in any manner the Affiliate Program, your participation in the
Affiliate Program and/or Computer Geeks. We
shall not be required to use the Affiliate Trademarks or to
advertise, market, promote, or publicize you or your site. You
hereby represent and warrant that you are the sole and exclusive
owner of the Affiliate Trademarks and that you have the right
and power to grant to us the license to use the Affiliate Trademarks
in the manner contemplated herein, and such grant does not or
will not breach, conflict with, or constitute a default under
any agreement or other instrument applicable to you or binding
upon you, or infringe upon any trademark, trade name, service
mark, copyright, or other proprietary right of any other person
or entity. From time to time we may provide you with links containing
names, logos, trademarks, trade names, service marks, or other
materials owned by third parties (the "Third Party Materials").
The Third Party Materials shall remain the property of their
respective owners, and we do not confer any rights upon you
by providing you with those materials. You may not alter or
modify any Third Party Materials or use the materials in any
way that has not been specifically approved by us. These licenses
shall terminate upon the date of expiration or termination of
this Agreement.
12. RELATIONSHIP OF PARTIES
You and we 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 web site or otherwise, that reasonably
would contradict anything in this Section.
13. WARRANTY DISCLAIMER
WE MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND WITH REGARD
TO THE PROGRAM OR ANY PRODUCTS, EXPRESS OR IMPLIED, ARISING
BY LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE
OR PURPOSE, NON-INFRINGEMENT, OR ARISING OUT OF COURSE OF PERFORMANCE,
COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT
OUR WEB SITE OR PRODUCTS WILL BE ERROR FREE, FUNCTION WITHOUT
INTERRUPTION OR THAT ANY ERRORS WILL BE CORRECTED. IF AS A MATTER
OF LAW WE MAY NOT DISCLAIM ANY WARRANTY, THE SCOPE AND DURATION
OF SUCH WARRANTY SHALL BE THE MINIMUM PERMISSIBLE UNDER APPLICABLE
LAW.
14. LIMITATIONS OF LIABILITY
We will have no liability of any sort arising from any interruptions
or errors on our site. WE WILL HAVE NO LIABILITY FOR ANY INDIRECT,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF
REVENUE OR PROFITS ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT
OR THE PROGRAM, EVEN IF WE WERE ADVISED OR SHOULD HAVE KNOWN
OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE
OF ESSENTIAL PURPOSE OF ANY REMEDY. Further, our aggregate liability
arising under or with respect to this agreement or the Program
shall in no event exceed the total commissions paid or payable
by us to you under this Agreement.
15. AGREEMENT TERM / CANCELLATION / TERMINATION
The term of this Agreement will begin upon our acceptance of
your Application and will end when agreed upon by both parties.
If this Agreement is terminated because you have violated the
terms of this Agreement or if this Agreement is terminated because
your web site is unsuitable for the Program as set forth in
Section 3, you are not eligible to receive any Commission payments,
even for commissions earned prior to the date of termination.
If this Agreement is terminated for any other reason, you are
only eligible to earn a commission on Net Sales occurring during
the term of this Agreement, and commissions earned through the
date of termination will remain payable only if the related
orders for Products are not canceled or returned. We reserve
the right to withhold your final payment for a reasonable time
to ensure that the correct amount is paid.
16. CONFIDENTIALITY
We may disclose to you certain information as a result of your
participation in the Program, which information we consider
to be confidential (referred to in this Agreement as "Confidential
Information"). For purposes of this Agreement, the term
"Confidential Information" will include, but not be
limited to, any modifications to the terms and provisions of
this Agreement made specifically for your web site and not generally
available to other members of the Program, web site, business
and financial information relating to our customers; vendor
lists relating to us; and pricing and sales information for
us and any members of the Program, other than you. Confidential
Information shall also include any information that we designate
as confidential during the term of this Agreement. You agree
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 the same is required by law or
legal process. You agree that you will not issue a press release
or public announcement pertaining to the relationship or transactions
contemplated by this Agreement at any time, unless we expressly
agree otherwise and agree to the form and substance of such
press release or announcement.
17. INDEMNIFICATION
You hereby agree to indemnify, defend and hold harmless us and
our stockholders, officers, directors, employees, agents, affiliates,
successors and assigns, from and against any and all claims,
losses, liabilities, damages or expenses (including attorneys'
fees and costs) of any nature whatsoever incurred or suffered
by us which arise from or relate in any way to the content of
your site, the conduct of your business, or the goods and/or
services you offer as an Affiliate.
18. AGREEMENT MODIFICATION
We may modify any of the terms and conditions contained in this
Agreement at any time and in our sole discretion. Notice of
any change by e-mail, to your address on our records, or the
posting on our web site of a change notice or a new agreement,
is considered sufficient notice for notifying you 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 commissions, commission schedules, payment procedures,
and Program rules. All such modifications shall take effect
forty-eight (48) hours after we notify you as provided above,
unless we indicate otherwise. 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 web site, will constitute
binding acceptance of the change.
19. NO ASSIGNMENT
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.
20. ENTIRE AGREEMENT
This Agreement sets forth the entire and final understanding
and agreement of the parties, and supersedes any and all oral
or written agreements or understandings between the parties,
as to the subject matter hereof. Except as set forth in Section
18, above, this Agreement may be changed only by a writing signed
by both parties.
21. WAIVER
The waiver of a breach of any provision of this Agreement will
not operate or be interpreted as a waiver of any other or subsequent
breach.
22. GOVERNING LAW
This Agreement will be governed and construed in accordance
with the laws of the State of California as applied to agreements
made, entered into and performed entirely in the State of California
by California residents, notwithstanding your actual residence.
Both parties hereby submit to the personal jurisdiction of the
federal and state courts located in San Diego, California, and
further agree that any cause of action arising under this Agreement
shall be brought in such courts.
23. SEVERABILITY
If any provision herein is held to be invalid or unenforceable
for any reason, the remaining provisions will continue in full
force without being impaired or invalidated in any way.
24. NOTICE
Any notices hereunder shall be given as follows:
To us, at: Computer Geeks, 1890 Ord Way,
Oceanside, CA 92056, Attn: Affiliate Program Coordinator, with
a copy Attn: Legal Department at the same address. To you, at
the address specified in your Application, or at such other
address as each party shall specify in writing from time to
time in accordance with the procedures set forth in this Section.
Notice shall be deemed given upon personal delivery, or if sent
by fax or e-mail, upon confirmation of receipt, or if sent by
certified or registered mail, postage prepaid, five (5) days
after the date of mailing.
BY SUBMITTING AN AFFILIATE PROGRAM APPLICATION, YOU AGREE TO
BE BOUND BY THE FOREGOING TERMS AND CONDITIONS WITH RESPECT
TO THE COMPUTER GEEKS AFFILIATE PROGRAM AND
ANY ADDENDUM TO THE AFFILIATE AGREEMENT THAT MAY BE ESTABLISHED
HEREAFTER. IF YOU DO NOT AGREE, DO NOT SUBMIT AN AFFILIATE PROGRAM
APPLICATION FROM THIS WEBSITE.
Click here to go back to the Affiliate
Program Home Page
Click here to Submit
Your Application
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