Affiliate Agreement

 This Agreement contains the complete terms and conditions that apply to your participation as an affiliate in the Affiliates Program of RespiratorDepot.com, as well as the establishment of links from your affiliate Web site to our Web site "RespiratorDepot.com". As used in this Agreement, the words "we" and "us" refers to RespiratorDepot.com. 

The use of the words "you", "your," and "our" refers to the applicant. The words "respirator products" refers to any item offered for sale by us on the RespiratorDepot.com web site.

 THIS IS A LEGAL AGREEMENT BETWEEN YOU AND RESPIRATORDEPOT.COM. BY SIGNING UP FOR THE RESPIRATORDEPOT.COM AFFILIATE PROGRAM AGREEMENT YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS SET FORTH HEREIN AND ARE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AFFILIATE PROGRAM AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS THEREOF.

Enrollment in the Program.

To begin the enrollment process, complete the Sign-up form via our web site. RespiratorDepot.com reserves the right to reject your application to the RespiratorDepot.com Affiliate Program if it is determined (as per our sole discretion) that your site is unsuitable. Unsuitability may include, but is not limited to, a site's incorporation of images or content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable, such as sites that facilitate illegal activity, depict sexually explicit images; promote violence; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promote illegal activities or incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights (collectively "Content Restrictions").

 Utilizing Our Links on Your Site.

As an affiliate site ("Affiliate Site"), we will make available to you banner advertisements, button links to our site and/or text links to our site, containing the RespiratorDepot.com logo and words identifying RespiratorDepot.com (each of these links sometimes being referred to herein as "Links", or individually as a "Link"), which subject to the terms and conditions hereof, you may display on your site. In utilizing the Links, you agree that you will cooperate fully with us in order to establish and maintain such Links or Link. All Affiliate Sites shall display such graphic images prominently throughout your site as you see fit and with our consent. A Link may only be modified and/or expanded with our consent. Each Link connecting users of your site to our site will in no way alter the look, feel or functionality of our site. We have the right in our sole discretion to monitor your site at any time and from time to time to determine if you are in compliance with the terms of this Agreement

Order Processing

We will be responsible for providing all information necessary to allow you to make appropriate Links from your site to our site. However all Links must be approved by us. We will process orders placed by customers who follow the Links from your site to the RespiratorDepot.com site. We reserve the right to reject orders that do not comply with certain requirements that we periodically may establish. We will be solely responsible for all aspects of order processing and fulfillment, including order entry, payment processing, shipping, cancellations, returns and related customer service. We will track the volume and amount of sales generated by your site and will make un-audited reports, summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Links between your site and our site are properly formatted

Commissions.

 We will pay you a commission equal to seven percent (7%), (the "Commission Rate") in United States funds, of the Net Sales generated to us by users of your site who purchase products utilizing the Links between our site and your site, excluding amounts collected by us for sales taxes, duties, shipping, handling and similar charges ("Net Sales"). The Commission Rate is subject to change at any time or from time to time, in our sole and absolute discretion. You will be notified of any change in the Commission Rate, pursuant to the provisions of Section 11 of this Affiliate Program Agreement. Net Sales will also be reduced for amounts due to credit card fraud, bad debts and credits for returned goods. A commission will be paid only if the visitor to our site is tracked by the system from the time of the Link to the time of the sale. No commission will be paid if the visitor to our site cannot be tracked by our system. If a visitor comes to our site once from a link from Site A and then later returns to our site from a link from Site B, all commissions will be paid to Site B.

Only products that are sold by us (to users of your site through Links to our site), shipped to a customer and for which we have received full payment will qualify for a commission. For a sale to generate a commission the customer must follow the Link from your site to our site, purchase the product or products in question using our online ordering system, accept delivery of the item at the shipping destination, and remit full payment to us.

 Commission Payment.

We will pay your commissions on a quarterly basis. Approximately 10 days following the end of each quarter, we will send you a check for the commissions earned on our products that we shipped during that quarter, less any taxes that we are required by law to withhold (Quarters end March 31, June 30, September 30 and December 31). However, if the commissions payable to you for any quarter are less than $25.00 (minimum commission payment), we will roll over your commissions until the total amount due is at least equal to $25.00. If the customer returns products that generated a commission, we will deduct the corresponding commission from your next monthly payment. If there is no subsequent payment, we will send you a bill for the fee, payment of which is due upon receipt of the bill. The minimum commission payment is subject to change at any time or from time to time, in our sole and absolute discretion. You will be notified of any change in the minimum commission payment, pursuant to the provisions of Section 11 of this Affiliate Program Agreement.

 Policies and Pricing.

Customers who purchase RespiratorDepot.com's products through the Affiliate Program will be deemed customers of RespiratorDepot.com. Accordingly, all RespiratorDepot.com's rules, policies, and operating procedures concerning customer orders, customer service, and sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for items of RespiratorDepot.com products sold under the Affiliate Program in accordance with our own pricing policies. RespiratorDepot.com's products prices and availability may vary from time to time. Because price changes may affect items you already have listed on your site, you may not include price information in your descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular item of RespiratorDepot.com's products.

 A. Non-Exclusive Limited License and Use of RespiratorDepot.com's Logos and Trademarks.

We grant you a non-exclusive, non-transferable, revocable right to (i) access our site through links solely in accordance with the terms of this Agreement, and (ii) solely in connection with such links, to use our logos, trade names, trademarks and similar identifying material (collectively "Licensed Materials"), solely for the purpose of selling RespiratorDepot.com's products on your site for RespiratorDepot.com. You may not alter, modify or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials to the extent you are a member, in good standing, of the Affiliate Program.

You shall not make any specific use of any Licensed Materials for purposes other than selling RespiratorDepot.com's products for RespiratorDepot.com without first submitting a sample of such use to us and obtaining our prior written consent. You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays RespiratorDepot.com 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 provisions of Section 11 of this Affiliate Program Agreement. You shall obtain no rights in and to the Licensed Materials.

 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.

This license shall terminate upon the effective date of the expiration or termination of this Agreement.

 B. Non-Exclusive Limited License and Use of Approved Publishers' Images.

All images, trademarks, service marks, product names, company names or logos appearing on the RespiratorDepot.com Web site, other than the Licensed Materials owned by RespiratorDepot.com, are the property of their respective owners. Any use of such images, trademarks, service marks, product names, company names or logos, including the reproduction, modification, distribution or republication of same, without the prior written permission of the owner of same, is strictly prohibited.

 You shall not make any use of the RespiratorDepot.com Images for purposes other than selling RespiratorDepot.com's products for RespiratorDepot.com. You agree not to use these Images in any manner that is disparaging or that otherwise portrays RespiratorDepot.com in a negative light. We reserve all of our rights in the RespiratorDepot.com images, and all other intellectual property rights. We may revoke your license at any time by giving you notice in accordance with the provisions of Section 11 of this Affiliate Program Agreement. You shall obtain no rights in and to the Approved Publishers' Images.

 Non-Exclusive Limited License and Use of Affiliates Logos and Trademarks.

You grant us a non-exclusive license to utilize your names, titles and logos, trademarks (collectively the "Affiliate Trademarks"), to advertise, market, promote and publicize in any manner our rights hereunder. Notwithstanding anything herein to the contrary, we shall not be required to so advertise, market, promote or publicize. You hereby represent and warrant that you are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to us the license to use same in the manner contemplated herein, and such grant does not or will not (i) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon you, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.

 This license shall terminate upon the effective date of the expiration or termination of this Agreement.

 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. We shall have no responsibility for the development, operation and maintenance of your site and for all materials that appear on your site. You shall also be 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. 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. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees and expert witness fees) relating to the development, operation, maintenance, and contents of your site.

 Term of the Agreements.

The term of this Agreement will begin upon our acceptance of your Affiliate Program Application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. Notice by e-mail, to your address on our records, is considered sufficient notice for to terminate this Agreement. If this Agreement is terminated because you have violated the terms of this Agreement or if this Agreement is terminated because your site becomes subject to the Content Restrictions set forth in Section 1, you are not eligible to receive any commissions' 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 sales occurring during the term of the Agreement. Commissions earned through the date of termination will remain payable only if the related orders 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.

 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 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 commission fees, commission schedules, payment procedures, and Affiliate Program rules. All such modifications shall take effect 48 hours after we serve notice 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 Affiliate Program, following our posting of a change notice or new agreement on our site, will constitute binding acceptance of the change.

 Relationship of Parties.

You and RespiratorDepot.com 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 site or otherwise, that reasonably would contradict anything in this Section.

 Limitation of Liability.

We will not be liable for indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Affiliate Program will not exceed the total commissions paid or payable to you under this Agreement.

 Disclaimers.

We make no express or implied warranties or representations with respect to the Affiliate Program or any RespiratorDepot.com products or other items sold through the Affiliate Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). 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.

 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 (i) provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or (ii) the terms of any other agreement, document or instrument applicable to you or binding upon you.

 Confidentiality.

We may disclose to you certain information as a result of your participation as part of the Affiliate Program, which information we consider to be confidential (herein referred to as "Confidential Information"). For purposes of this Agreement, the term "Confidential Information" shall include, but not be limited to, any modifications to the terms and provisions of this Affiliate Program Agreement made specifically for your site and not generally available to other members of the Affiliate Program, website, business and financial information relating to RespiratorDepot.com's customer and vendor lists relating to RespiratorDepot.com and pricing and sales information for RespiratorDepot.com and any members of the Affiliate 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 same is required by law or legal process. We make no warranty, expressed or implied, with respect to any information delivered hereunder, including implied warranties of merchantability, fitness for a particular purpose or freedom from patent, trademark or copyright infringements, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information and we shall not have any liability to you or to any other person resulting from your or such third person's use of the information.

 Indemnification.

You hereby agree to indemnify, defend and hold harmless RespiratorDepot.com its shareholders, 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 (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim or threatened claim that our use of the Affiliate Trademarks infringes on the rights of any third party; (ii) the breach of any representation or warranty made by you herein; or (iii) or any claim related to your site.

 Independent Investigation.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. 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 COMPETITIVE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

 Miscellaneous.

The laws of Canada and the Province of Ontario will govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or provincial courts located in Toronto, Ontario and you irrevocably consent to the jurisdiction of such courts. 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. 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.

 THIS IS A LEGAL AGREEMENT BETWEEN YOU AND RESPIRATORDEPOT.COM. BY SIGNING UP FOR THE RESPIRATORDEPOT.COM AFFILIATE PROGRAM AGREEMENT YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS SET FORTH HEREIN AND ARE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AFFILIATE PROGRAM AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS THEREOF.

Click here to Sign Up for the Affiliate Program