Easy Group
Affiliate Website® Program
This Affiliate Agreement ("Agreement")
is made between Easy Group LLC ("Merchant") and the
entity or person who applied to become an affiliate of Merchant and
who Merchant accepted to be
an affiliate ("Affiliate").
Now, therefore, the parties agree as
follows:
1. Terms of use
2. Product and shipping
3. Copyright & Trademark
4. Privacy
5. Ownership and Licenses
6. Representation and Warranties
7. Termination
8. Indemnification
9. Confidentiality
10. Taxes
11. Product Warranties and Return Procedures
12. Limitations
1. Terms of use
It is hereby understood and accepted that Merchant is in the business
of manufacturing, remanufacturing, wholesaling and reselling various
products such as ink / toner cartridges, ribbons, bulk inks, bulk
toners, refill kits, refill accessories, papers, electronics and various
other products under one or more brand names and sells such products
through online and offline channels and properties which it either
owns or sells through. Merchant operates from the State of California
and Affiliate agrees that any and all disputes will be settled in
a court of competent jurisdiction for the County in which Easy Group
is registered (currently Los Angeles County) regardless of whether
Merchant is the defendant or plaintiff. Merchant reserves the right
to change the nature and terms of this agreement at any time, and
reserves the right to discontinue this program at any time. Affiliate
should check these terms and conditions periodically. Use of the affiliate
program will constitute that Affiliate accepts and agrees to the agreement.
Any Affiliate that violates any of the terms of this agreement will
have their access cancelled and may permanently be banned from this
affiliate program and any other programs that Merchant may offer to
Affiliate either now or in the future.
2. Product and shipping
It is hereby understood and accepted that all products sold through
the affiliate program are bought, sold and managed exclusively by
Merchant and that Affiliate does not and can not influence product
variety, manufacturer, brand, origin or any other part of the program
that has to deal with product sourcing, product management or product
handling and does not and can not influence shipping method, shipping
carrier, shipping insurance, order tracking, order invoicing, order
packaging or any other part that has to deal with order management,
order shipping and receiving. Shipping and handling fees are not modifiable
by Affiliate and are paid directly to Merchant by Affiliate website
customers. Affiliate does not have any claim to revenues received
through shipping and handling fees
3. Copyright and Trademark restrictions
The affiliate website and all materials on the Site, including, but
not limited to the sales copy, navigational aids, images, illustrations,
and logos are either property of Merchant or of licensors to Merchant
and are protected from unauthorized copying and distribution by copyright
law, trademark law, international conventions and other intellectual
property laws. If Affiliate desires to use any such properties, Affiliate
must obtain written consent from Merchant prior to use.
4. Privacy
Affiliate Program uses cookies to keep track of session information.
By agreeing to this contract the Affiliate is also agreeing that it
will not under any circumstance, release, sell or rent to any third
party any info that the Affiliate collects through its use of the
Affiliate Program, whether the info pertains to customers, product
or website performance or other.
5. Ownership and Licences
5.1. Affiliate acknowledges that Merchant is the exclusive owner of
the website content, including but not limited to the product images,
descriptions, layout, navigation, shopping cart and other components
that drive the website as well as any service marks and logos therein
(the "Trademarks"), and any trademark incorporating all
or any part of the Trademarks. The website domain name and the website
logo shall remain property of the Affiliate and are not considered
as "Trademarks" owned by Merchant.
5.2. Affiliate will not, nor will it
encourage or assist a third party to, register or attempt to register
as a copyright, trademark, service mark, design patent or industrial
design any Merchant Properties, or derivations or adaptations thereof,
or any work, symbol or design which is so similar thereto as to suggest
association with or sponsorship by Merchant or any Merchant affiliate.
In the event of any breach of the foregoing, Affiliate agrees, at
its sole expense and at Merchant's request, immediately to terminate
the unauthorized registration activity and promptly to execute and
deliver, or cause to be delivered, to Merchant such assignments and
other documents as Merchant may require to transfer to Merchant all
rights to the registrations, patents or applications involved. Affiliate
will not, nor will it encourage or assist a third party to, challenge
the validity or ownership of any patent, copyright, trademark, or
other intellectual property registration of Merchant or any Merchant
affiliate.
6. Representation and Warranties
6.1. Affiliate represents and warrants that (a) it has the right,
power and authority to enter into this Agreement and the Engagement
and to fully perform its obligations hereunder; (b) the making of
this Agreement and any Engagement by it does not violate any agreement
existing between it and any other person or entity; (c) it complies,
and at all times shall comply, with all applicable laws, rules and
regulations in effect during the term of this Agreement pertaining
to its operation of its sites, distribution of emails (including,
but not limited to, the Federal CAN-SPAM Act of January 1, 2004) and
to the subject matter hereof.
6.2. Merchant represents and warrants
that the website content is owned or licensed by Merchant and does
not violate or infringe any right of privacy or publicity or any copyright,
trademark, patent or other intellectual property right, or contain
any libelous, defamatory, obscene or unlawful material, or otherwise
violate or infringe any other right of any third party. Affiliate
may have the option of amending part of the website content (as allowed
by Merchant) and any such changes by Affiliate will nullify Merchants
representation and warranty to the Affiliate.
7. Termination
7.1. The Engagement shall commence on the date Merchant confirms its
acceptance of Affiliate's acceptance of the applicable Offer and shall
automatically terminate on the date set forth in the Engagement unless
otherwise extended on the parties' mutual agreement.
7.2. Either party may terminate this
Agreement at any time, for any reason, provided that it provides written
notice via designated e-mail address of such termination to the other
party. Termination of this Agreement shall also terminate any outstanding
Engagement. Merchant shall have the right to terminate this Agreement
immediately, (a) upon a breach of any obligation hereunder by Affiliate;
(b) in the event Affiliate becomes insolvent (i.e., unable to pay
its debts in the ordinary course as they come due); (c) Merchant determines,
in its sole discretion, that compliance with this Agreement would
cause Merchant or any of its affiliates to violate or potentially
violate any local, state or federal law or regulation or any court
order; (d) any representation made or information provided to Merchant
by Affiliate was false or misleading at the time of such disclosure;
or (e) there is a material adverse change in Affiliate's financial
condition, business prospects or (f) any other condition as Merchant
may determine.
7.3. Upon the expiration or termination
of this Agreement for any reason, (a) Merchant shall immediately remove
all content from the Affiliate site; (b) Affiliate shall immediately
destroy all copies of and erase any and all content from computer
memories and storage devices within its possession or control, and
certify in a writing signed by an officer of Affiliate that such materials
have been so destroyed and erased; (c) all rights herein granted shall
revert to Merchant; and (d) any provisions of this Agreement which
are to be performed after termination to effectuate their intent and
purpose shall survive termination of this Agreement.
8. Indemnification
8.1. Affiliate agrees to and shall indemnify, defend and hold harmless
Merchant and its successors and assigns from and against any and all
claims, demands, suits, judgments, damages, costs, losses, expenses
(including reasonable attorneys' fees and expenses) and other liabilities
incurred by Merchant arising from (a) any breach of any of the representations,
warranties or agreements made by Affiliate under this Agreement; (b)
any unauthorized use by Affiliate or any of its subcontractors of
any Merchant Properties; (c) Affiliate's sales and marketing practices
or those of its representatives and agents, including without limitation,
any material misrepresentation, warranty or guarantee made by Affiliate
or its agents or representatives regarding Merchant services; or (d)
any other claim with respect to Affiliate's sites or any products
sold through Affiliate's sites other than a claim for which Merchant
is obligated to indemnify Affiliate under Section 8.2 below. Merchant
shall promptly notify Affiliate of any such claim. Affiliate shall
bear full responsibility for the defense (including any settlements)
of any such claim; provided however, that (i) Affiliate shall keep
Merchant informed of, and consult with Merchant in connection with
the progress of such litigation or settlement; and (ii) Affiliate
shall not have any right, without Merchant's written consent, to settle
any such claim if such settlement arises from or is part of any criminal
action, suit or proceeding or contains a stipulation to or admission
or acknowledgment of, any liability or wrongdoing (whether in contract,
tort or otherwise) on the part of Merchant or any of its Affiliates.
8.3. MERCHANT SHALL NOT BE LIABLE TO
AFFILIATE OR ANY THIRD PARTY FOR ANY LIQUIDATED, INDIRECT, CONSEQUENTIAL,
EXEMPLARY OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS
PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND
THE LIKE) ARISING OUT OF THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. Confidentiality
9.1. All material and information supplied by Merchant to Affiliate
under this Agreement, including but not limited to, and without limitation,
information concerning Merchant's marketing plans, technological developments,
objectives and financial results and other materials developed by
the parties related to the Agreement, are confidential and proprietary
to Merchant (collectively, "Confidential Information").
Confidential Information shall be used by Affiliate solely in the
performance of its obligations under this Agreement and Affiliate
agrees not to disclose Confidential Information to any third party,
except as may be necessary to perform its obligations pursuant to
this Agreement. Affiliate shall return to Merchant all Confidential
Information upon request or termination of this Agreement. Affiliate
agrees not to disassemble, decompile or reverse engineer any software
provided by Merchant under this Agreement.
9.2. Affiliate agrees that it will not
issue any press release, make any public announcement or otherwise
advertise, publish, or disclose the entry into or execution of this
Agreement, its nature or the terms and conditions hereof, without
the prior written approval of Merchant.
10. Taxes
Prices on the website do not include sales tax or any other customs
duties, use, value added, excise, federal, state, local or other taxes.
California residents will be charged sales tax, but all other such
duties or taxes shall be paid by you, or, in lieu thereof, customer
shall provide us with an appropriate tax exemption certificate.
11. Product Warranties and Return
Procedures
11.1. Customer must request a return for refund within 30 days (45
days for international customers) after the invoice date. No refunds
are issued after 30 days (45 days for international customers)
11.2. Each return must have an RMA number,
"a Return Merchandise Authorization" number (RMA numbers
are issued upon request through email or directly on the site when
possible)
11.2. The RMA number should be written
on the outside of the box that contains the return merchandise. One
RMA number can only be issued for one invoice. If you have different
items from different invoices, then you need to request a different
RMA number for each return. When returning the product, we strongly
recommend the use of a carrier that can track packages. Customer is
responsible for insuring the returned item. Merchant will not be responsible
for any shipping loss.
11.3. Customer needs to include a copy
of the RMA authorization email with the return
11.4. Physical damage to the returned
product will void the product's warranty and the RMA policy
11.5. All return(s) must have the original
packaging and accessories
11.6. The shipping fee is non-refundable.
The buyer is responsible for paying the shipping costs when returning
a product, as well as insurance. Merchant will not reimburse any customer
for the shipping cost of a returned product, but may issue return
address labels at Merchant’s sole discretion if Merchant believes
that the product return is due to defects in materials and workmanship
affecting form, fit and function of the product and not due to malfunctions
or failures resulting from misuse, abuse, neglect, alteration, problems
with electrical power, usage not in accordance with product instructions.
For returns to qualify for prepaid return address labels the products
returned also needs to be at least 70% full (for cartridges and refills)
and un-tampered with
11.7. Merchant may take 2-14 business
days to process the returns
11.8. A 15% restocking fee may be applied
to all returns for a refund if the reason for the return is due to
customer error
11.9. Merchant cannot accept returns
of certain items for a refund, including: Any item that is returned
after the 30 day grace period (45 days for international customers),
or any item that is not in its original condition, is physically damaged,
or is missing parts, any photo paper that has been printed on or used,
or any cartridge or refill that has less than 70% ink or toner left
11.10. All disputes arising out of or
related to the limited warranties set forth herein shall be governed
by the laws of the State of California
12. Limitations
Other than the terms of limited warranty set forth above in section
11, Merchant makes no warranties, expressed or implied, and disclaims
and negates all other warranties, including without limitation any
implied warranties of merchantability or fitness for a particular
purpose
