CMB Software Affiliate Operating Agreement
This Agreement contains the terms and conditions to apply to an individual's or
an entity's participation in the CMB Software Affiliate Program (the "program").
As used in this Agreement, "we", "us" or "our" refers to CMB
Software., "you" or "your" refer to the applicant.
"Participant" shall mean an applicant which has been approved to be a
participant with the Affiliate Program. "Sponsoring Web site" refers to the
World Wide Web site from which you will link to CMB Software. "Product" refers
to any item listed for sale in the CMB Software Web site. All dollars ($) shall mean
United States dollars.
- Enrollment in the Affiliate Program
To begin the enrollment
process, you will submit a complete CMB Software Affiliate Program application form via our site. We will evaluate your
application and will notify you if your application is rejected. We may reject your
application if we determine (in our sole discretion) that your site is unsuitable for the
program. Unsuitable Web sites include sites that:
- Promote violence
- Promote discrimination based on race, sex, religion, nationality, disability,
sexual orientation, or age
- Promote unlawful activities
- Promote the use of bulk e-mail or "Spam"
- Promote the use of multi-level marketing (MLM)
- Contain content that is threatening, defamatory, fraudulent, obscene or harassing
- Violate intellectual property rights
If we reject your application, you are welcome to reapply to the Affiliate
Program after you have updated you site to remove content we have determined to be
unsuitable for a CMB Software Affiliate.
- Listing Software on Your Site
You will link to the CMB Software
home page, but we reserve the right to expand your ability to link to additional pages on
the CMB Software web site. You will be allowed to place a short description, review or
reference to CMB Software products and other products developed and sold by us. Using a
specially formatted link with a unique Affiliate ID, you will link to our site.
- Order Processing
- Order Processing: We will be responsible for processing every order placed by a
customer who utilizes the special link from your sponsoring Web site to our Web site.
Those responsibilities include order forms, payment processing, shipping, cancellations,
returns and related customer service. Our rules, operating procedures and policies
regarding customer orders and accounts apply to orders we receive through the special link
from your sponsoring Web site. We reserve the right to reject any order for any reason,
including any order that does not comply with our rules, operating procedures and policies
or that violates applicable law.
- Tracking of Sales: We will track sales made to customers who use the unique
will be responsible for ensuring that your special link includes your unique Affiliate ID
and is formatted properly, a necessary prerequisite for us to track such sales. Statements
of referral product sales activity will be provided to you. All statements after 30 days
shall be deemed correct unless you give us notice of any error prior to that date. We
shall not be responsible for any errors you or your customers make which result in any
loss of any tracking information contained in the special link. We do not have any
obligation or liability to pay referral fees for purchases made from which cookies are not
reasonably traceable by CMB Software. To protect our customers' privacy, the names or
other personal information about specific customers will not be provided to you.
- CMB Software Policy Applies to All Orders: Every customer who buys a product
through this program is deemed to be a customer of CMB Software. You do not have the
authority to make or accept any offer of purchase on our behalf. All of our policies
regarding customer orders, including product availability, pricing and problem resolution,
will apply to these customers. We are not responsible for any representations you make
which conflict with our policies.
- Product Pricing: We will follow our pricing policies to determine the price of
CMB Software and other products sold on the CMB Software web site. Product prices may vary
from time to time, including software publishers' price increases and special discounts
offered by us on products that may already be listed by you. You may not specify product
prices in your descriptions. Product prices change are subject to change without notice
and we cannot guarantee product pricing.
- Referral Fees
- Referral Fee Amount: We will pay the owner of the sponsoring web site 20% on net
product sales of our products, for software delivered to an end-user by us that was
initiated as a direct referral using the appropriate special link, including the unique
Affiliate ID from the sponsoring Web site. Net product sales are gross product sales less
returns and chargebacks. Gross product sales are revenue generated from all items for sale
from the CMB Software web site, including third-party products, CDs and manuals, but not
including shipping, handling and sales taxes. The referral fees only apply to the portion
of revenues attributable to CMB Software.
- Referral Fee Payment: We will send you a check for the applicable referral fee
and a statement of product sale activity within 30 days after the end of each calendar
quarter. Amounts less than $25.00 will be held until the calendar quarter in which the
referral fee due exceeds $25.00, or until this agreement is canceled.
- Returns and Cancellations: If a referral fee product is later returned by the
customer, its referral fee will be deducted from the next quarterly payment sent to you.
If there is no next quarterly payment, you will be billed for this amount which is owed to
- Responsibility for Your Site
- You will be solely responsible for the development, operation and maintenance of
your site and for all materials that appear on your site. For example, you will be solely
responsible for: the technical operation of your site and all related equipment creating
and posting product descriptions on your site and linking those descriptions to our Web
site the accuracy and appropriateness of materials posted on your site (including, among
other things, all product related materials) ensuring that materials posted on your site
(except for the required logo under section 7(a), below) do not violate or infringe upon
the rights of any third party (including, for example, copyrights, trademarks, privacy or
other personal or proprietary rights) ensuring that materials posted on your site are not
libelous or otherwise illegal.
- We disclaim all liability for these matters. Further, you will indemnify and hold
us harmless from all claims, damages and expenses (including, without limitation,
attorneys' fees) relating to the development, operation, maintenance and contents of your
- You agree to display a CMB Software logo on the sponsoring site homepage or other
- Linking to CMB Software
- Use of special links to the CMB Software web site: Using a specially formatted
link, which includes a unique Affiliate ID that we provide you, you will provide a special
link to a CMB Software page. You may add or delete links from your sponsoring Web site at
any time without our approval.
- You can add or remove links at any time: You may select and link to additional
pages, or remove such links, at any time and without our prior approval. However, you must
use the correct special link format with the unique Affiliate in order to receive proper
credit for your referrals.
- You must link directly to the CMB Software web site and receive commissions on
any products sold from CMB Software during that session provided you use the unique
Affiliate ID and the correct special link.
- Limited License
- You must display the CMB Software Affiliate Program logo on your home page or
other prominent area on your site, subject to the license below.
- We grant you a non-exclusive, revocable right to use the icon and such other
images for which we grant express permission, solely for the purpose of identifying your
site as a program participant. You may not modify the icon or any of our images in any
way. We reserve all of our rights in the icon, any other images, our trade names,
trademarks and copyrights and all other intellectual property rights. We may revoke your
license at any time by giving you written notice. You may not use such icon and other
images in such a way that would harm our image. Upon cancellation or termination of this
Agreement, you agree to cease all use of such icon and other images.
- Restrictions on Personal Use
This program is intended for commercial use only, i.e., paying referral fees for
products sold to third parties who follow a special link from your sponsoring Web site.
Participants who use this program to purchase products for their own use are in violation
of the agreement. CMB Software may, in its sole discretion, terminate this agreement
and/or withhold payment of referral fees if we find that such personal use has occurred.
- General Provisions
- Web Site Service Interruption: CMB Software will make every effort to keep its
Web site operational. However, certain technical difficulties may, from time to time,
result in temporary service interruptions. You agree not to hold us liable for any of the
consequences of such interruptions.
- Term of the Agreement: You may only receive referral fee payments for orders that
are properly placed during the term of this agreement. This term will begin on the date
that we notify you that you have been pre-approved as a program participant and shall end
when canceled or terminated by either party as provided below. Unless otherwise canceled
or terminated, the agreement will be for one (1) year and renewed quarterly. Referral fees
earned through the date of cancellation or termination of this agreement will remain
payable only if the products are not returned or canceled from their orders. Payment of
the final referral fee payment to you may be withheld for a reasonable time in order to
ensure that the correct amount is paid.
- Modifications: We may modify any of the terms and conditions contained in this
Agreement, at any time and in our sole discretion, by posting a change notice or a new
agreement on our site. Modifications may include, for example, changes in the scope of
available referral fees, fee schedules, payment procedures, and program rules. 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 SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
- Effect of Termination: Upon termination or expiration of this Agreement,
Participant shall have no right or license to use the CMB Software trademarks, copyrights,
etc. in any manner. CMB Software shall have no obligation to pay Participant any fees or
charges, including Referral Fees, for services or products purchased after the expiration
or termination of this Agreement for any reason. All provisions of this Agreement which by
their nature are intended to service the expiration or termination of this Agreement shall
survive and remain in full force and effect.
- Cancellation of This Agreement: Either party may choose to cancel or terminate
this agreement at any time and for any reason by written notice of cancellation or
termination to the other.
- WARRANTY DISCLAIMER: WE MAKE NO WARRANTIES, REPRESENTATIONS OR CONDITIONS WITH
REGARD TO THE PROGRAM OR ANY PRODUCTS SOLD THEREUNDER, WHETHER EXPRESS OR IMPLIED, ARISING
BY LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING
OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. IN ADDITION, WE MAKE NO
REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE AND WE
WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
- LIMITATION OF DAMAGES: WE SHALL 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 OF THE POSSIBILITY OF
SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING UNDER OR WITH RESPECT TO THIS
AGREEMENT OR THE PROGRAM SHALL IN NO EVENT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE
BY US TO YOU UNDER THIS AGREEMENT.
- Independent Contractors: You are an independent contractor and nothing in this
agreement is intended to or will create any form of partnership, joint venture, agency,
franchise, sales representative or employment relationship with us.
- Governing Law. This Agreement shall be governed by and construed in accordance
with the substantive laws of the State of Georgia, excluding its conflict of laws
principles. Any lawsuit relating to this Agreement must be brought in the federal or state
courts located in Atlanta, Georgia.
- Headings. The titles and headings of the various sections and paragraphs in this
Agreement are intended solely for convenience of reference and are not intended for any
other purpose whatsoever, or to explain, modify or place any construction upon or on any
of the provisions of this Agreements.
- 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.
- Waiver: 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 provision
or any other provision of this Agreement.
- Free to Contract with Others: 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 or operate Web sites that are similar to or compete with your Web site.
- Independent Investigation: You have independently evaluated the desirability of
participating in the program and are not relying on any representation, guarantee, or
statement other than as set forth in this agreement.
- ACKNOWLEDGMENT AND ACCEPTANCE OF THE TERMS: BY SUBMITTING THIS APPLICATION, YOU
ACKNOWLEDGE THAT YOU HAVE READ AND REVIEWED THIS AGREEMENT IN ITS ENTIRETY AND AGREE TO
ALL ITS TERMS AND CONDITIONS.
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