Terms & ConditionsCGC Affiliate Marketing Program
1. Overview This agreement contains the complete terms and conditions that apply to you becoming an Affiliate in the CGC Affiliate Marketing Program. This agreement is made and entered into by and between Certified Guaranty Company, located at 5501 Communications Pkwy., Sarasota, Florida 34240, USA (“CGC”) and our Affiliates (“Affiliate” or “you”). CGC offers professional comic book grading services that eliminate concerns about grade misrepresentations by providing a professional assessment of condition and quality (“CGC’s Services”). Affiliate will market CGC’s Services in exchange for referral fees. Through this agreement CGC grants to Affiliate a limited nonexclusive, nontransferable right to market and otherwise promote CGC’s Services to customers.
2. Marketing Program CGC will pay Affiliate referral fees on first-time Collector Society membership enrollees, and any submissions made within the first thirty (30) days of the new customer’s membership. Affiliate will earn referral fees based on Qualifying Revenues, which are revenues actually received by CGC and that are derived by CGC from CGC’s sales of CGC’s Services from Affiliate’s referrals to CGC, but excluding all costs for shipping, handling, taxes, and service charges. The current referral fee rate is: $10.00 for first time paid memberships, and 10% of grading fees on any submission made within the first 30 days of customers signing up for a membership. Affiliates that are authorized dealers with CGC will be paid their referral fees solely in the form of a credit to their CGC account to be used solely for CGC Services. Affiliates that are not authorized dealers with CGC will be paid their referral fees via check, PayPal, business gift card, or other form of payment as determined by CGC in its sole and absolute discretion. For Affiliate to be eligible to earn a referral fee, the customer must follow an internet link provided by CGC to Affiliate in connection with this agreement for Collector Society membership enrollees (a “Unique Referral Link”) to CGC’s website, and sign up for a paid Collector Society membership at any level and/or make a submission to CGC that is received in CGC’s offices in Sarasota, Florida. CGC will make its best effort to determine if Affiliate’s customer returns to CGC’s website for up to thirty (30) days after Affiliate’s initial referral, either through a “cookie” placed in customer’s internet browser and/or through customer’s email address. CGC cannot however guarantee the payment of referral fees on any of CGC’s Services that are purchased after the customer has re-entered CGC’s website (other than through a Unique Referral Link), as determined by CGC, even if the customer previously followed a link from Affiliate’s website to CGC’s website. In cases where the customer re-enters CGC’s website more than once, referred by multiple Affiliates, only the last referring Affiliate will earn the referral fee.
3. Personal Use Affiliate may not purchase CGC’s Services during sessions initiated through a Unique Referral Link on Affiliate’s website for Affiliate’s own use, for resale, or for commercial use of any kind. Such purchases may result (in CGC’s sole discretion) in the withholding of referral fees, the termination of this agreement, and/or the termination of Affiliate’s Authorized Dealer Account (if applicable). CGC’s Services that are eligible to earn referral fees under the rules set forth above are referred to as "Qualifying Services."
4. Technical Matters Affiliate may not (a) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to CGC by any person or entity; (b) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of CGC’s website; (c) make any orders or subscription requests, or engage in other transactions of any kind on CGC’s website on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so for third parties; (d) take any action that could reasonably cause any customer confusion as to CGC’s relationship with Affiliate, or as to the website on which any functions or transactions (e.g., search, order, browse, and so on) are occurring; or (e) post or serve any advertisements or promotional content around or in conjunction with the display of CGC’s website (e.g., through any "framing" technique or technology or pop-up windows), or assist, authorize, or encourage any third party to take any such action. If CGC determines, in its sole and absolute discretion that Affiliate has engaged in any of the foregoing activities, CGC may (without limiting any other rights or remedies available to CGC) withhold any referral fees otherwise payable to Affiliate under this agreement and/or terminate this agreement.
5. Refusal CGC may, at its sole and absolute discretion, refuse service to any person, and therefore Affiliate would not receive a referral fee with respect to such person.
6. License CGC grants to Affiliate a limited nonexclusive, and non-transferable license to use CGC’s trademarks, logos, and copyrighted material (the "CGC Marks") solely in connection with promoting CGC’s Services. The license grant of CGC Marks to Affiliate is subject to all the terms and conditions of this agreement. Affiliate hereby acknowledges and agrees that (a) the CGC Marks are owned solely and exclusively by CGC or its affiliates; (b) except as set forth herein, Affiliate has no right, title or interest in or to the CGC Marks; and (c) all use of the CGC Marks by Affiliate shall inure to the benefit of CGC and its subsidiaries. Affiliate agrees that it shall not engage, participate or otherwise become involved in any activity or course of action that diminishes and/or tarnishes the image and/or reputation of CGC or the CGC Marks.
7. Use and Display of the CGC Marks Affiliate covenants and agrees that the presentation and image of the CGC Marks (a) are subject to the control and approval of CGC, in its sole and absolute discretion and; (b) will be uniform and consistent with respect to all services, activities, and products associated with the CGC Marks. Accordingly, Affiliate agrees to use the CGC Marks solely in the manner in which CGC shall specify in writing in marketing templates, guidelines, or otherwise (collectively, the “Use and Display Requirements”) from time to time in CGC’s sole and absolute discretion, and the Use and Display Requirements may be changed or altered by CGC at any time in its sole and absolute discretion. Affiliate agree to comply with all of the Use and Display Requirements and will comply promptly with any changes to the Use and Display Requirements as promulgated by CGC.
8. Marketing Practices Affiliate agrees (a) to be solely responsible for all expenses and fees incurred in connection with this Referral Program; (b) to use Affiliate’s best efforts to successfully market, advertise, and sell CGC’s Services during the term of this agreement; (c) not to engage in any deceptive, misleading, illegal, or unethical practices that may be detrimental to CGC or its products or services; (d) not to make any representations, warranties, or guarantees on behalf of CGC, or otherwise concerning CGC’s Services that are inconsistent with or in addition to any such representations, warranties, or guarantees made by CGC; and (e) use the then-current name as used by CGC (but will not represent or imply that Affiliate is a partner or employee of CGC).
9. Term & Termination The term of this agreement shall continue until it is terminated as provided in this agreement. Either party may terminate this agreement at any time for any reason upon providing written notice to the other party.
10. Survival Upon expiration or termination of this agreement for any reason, all rights and obligations of the parties under this agreement shall be extinguished and terminated (including but not limited to the license grant under section 6 of this agreement), except that (a) all accrued payment obligations hereunder shall survive such expiration or termination, if applicable; and (b) any other provisions of this agreement that should reasonably survive expiration or termination shall survive such expiration or termination.
11. Indemnification Affiliate shall defend, indemnify, and hold harmless CGC, its affiliates, and their officers, directors, agents and employees from and against any action, claim or suit brought against CGC or its affiliates, including any and all losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising from or out of (a) any breach or alleged breach by Affiliate of any representation, warranty or other obligation of Affiliate under this Agreement; (b) any alleged or actual violation by Affiliate of any laws, policies, guidelines, regulations, ordinances, rules and/or orders of any governmental authority or regulatory body having jurisdiction over Company and the subject matter hereof; (c) the negligence or willful misconduct of Affiliate, its employees or agents; and (d) Affiliate’s advertising, marketing, promotion, sale, or distribution of any of the Qualifying Services.
12. Non-disparagement Affiliate shall not, directly or indirectly, disparage or tarnish the reputation of CGC, any CGC Marks (including trademarks, service marks, and other such marks, registered or not) and/or CGC’s Services, during the term of this agreement or at any time after the termination of this agreement.
13. Non-competition and Non-solicitation In order to protect the legitimate business interests of CGC, Affiliate agrees that during the term of this agreement and for a period of twenty-four (24) months thereafter, Affiliate and its stakeholders and affiliates will not, directly or indirectly, whether as owner, sole proprietor, partner, shareholder, director, member, manager, consultant, agent, founder, co-venture partner or otherwise, (a) do anything to divert or attempt to divert from CGC any business of any kind, including, without limitation, solicit or interfere with any of CGC's customers, clients, members, owners, shareholders, business partners, vendors, or suppliers; (b) engage, invest or participate in any business that is similar to or competitive with those which CGC has created, operates, conducts, or has under development during the term of this agreement; and (c) solicit or hire any employee or consultant of CGC to leave or alter their employment or consulting relationship with CGC.
14. WARRANTY DISCLAIMER CGC HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE MARKETING PROGRAM AND CGC’s SERVICES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTY OF MERCHANABILITY AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. CGC’s SERVICES ARE PROVIDED ON AN “AS IS” BASIS.
15. LIMITATION OF LIABILITY CGC SHALL NOT BE LIABLE OR OBLIGATED UNDER ANY SECTION OF THIS AGREEMENT, OR UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES IN CONNECTION WITH THIS AGREEMENT, EVEN IF CGC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CGC BE LIABLE TO DISTRIBUTOR OR ANY THIRD PARTY IN AN AGGREGATE AMOUNT GREATER THAN THE AMOUNT PAID TO DISTRIBUTOR BY CGC HEREUNDER DURING THE THREE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
16. Severability If any provision of this agreement 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. The parties agree to replace any invalid provision with a valid provision, which most closely approximates the intent and economic effect of the invalid provision.
17. Headings Headings are used for convenience of reference only and in no way define, limit, construe or describe the scope or extent of any section, or in any way affect this agreement.
18. Non-exclusivity This agreement does not confer on either party any rights that are exclusive. Each party is free to contract with others with respect to the subject matter of this Agreement.
19. Relationship of the Parties The parties are independent contractors and nothing in this agreement shall make them joint venture companies, employees, agents or other representatives of the other party. Neither party shall make any representation that suggests otherwise.
20. Choice of Law and Venue This agreement will be governed by the laws of the United States and the state of Florida, without reference to rules governing choice of laws. Affiliate may not assign this agreement without the prior written consent of CGC.CGC may assign this agreement at any time to any entity or individual without the consent of, or notice to, Affiliate. This agreement will bebinding on, inure to the benefit of, and be enforceable against the parties and theirrespective successors and permitted assigns. The failure of CGC to enforce the strict performance of any provision of this agreement will not constitute a waiver of CGC’s right to subsequently enforce such provision or any other provision of this agreement.
21. Conduct Affiliate’s participation in the Marketing Program must comply with all up-to-date “SPAM” laws. Any distribution of Affiliate’s Unique Referral Link that could constitute unsolicited commercial email or “spam” under any applicable law or regulation is expressly prohibited and will be grounds for immediate termination of Affiliate’s account and exclusion from CGC’s Affiliate Marketing Program. CGC reserves the right, at its sole discretion, to prohibit any Affiliate from participating in any aspect of the Affiliate Marketing Program if CGC deems or suspects that such Affiliate has engaged in or has attempted to engage in any of the following (a) acting in violation of these Affiliate Marketing Program terms and conditions; (b) damaging, tampering with, or corrupting the operation of the Affiliate Marketing Program or CGC’s website; (c) acting with intent to annoy, harass, or abuse any other person; (d) any inappropriate, uncooperative, disruptive, fraudulent, potentially fraudulent, or unusual behavior or activity; or (e) activity deemed in the sole discretion of CGC to be generally inconsistent with the intended operation of the Affiliate Marketing Program. CGC shall be the sole determiner in cases of suspected abuse, fraud, or breach of these Affiliate Marketing Program terms and conditions or intent of these Affiliate Marketing Program terms and conditions.