Book Excellence Partner Agreement
THIS AGREEMENT
This Partner Agreement sets forth Your rights and obligations as a Book Excellence Partner. By being a Book Excellence Partner You indicate that You have read and understood this Agreement and You will comply with the terms.
DEFINITIONS
All references to “Book Excellence” herein mean and refer to Book Excellence, and the Book Excellence owner(s), parent company(ies), Partner entities, employees, and assigns.
All references to “You” and “Your” mean and refer to that Book Excellence Partner who has executed this Agreement by becoming a Book Excellence Partner. Book Excellence and You are each referred to herein as a “Party,” and collectively as the “Parties.”
All references to “Programs” mean and refer to programs and services offered by Book Excellence that include but are not limited to: the Book Excellence Awards, the Done For You PR Program, the Done For You Bestseller Program, and the Editorial Review Program. Book Excellence in its sole discretion retains the right to alter, change, or modify any of the Progams without notice.
INDEPENDENT CONTRACTOR
You are an independent contractor of Book Excellence, not an employee. There is no relationship of principal and agent that shall exist between Book Excellence and You by virtue of this Partner Agreement.
COMMISSIONS
You will receive a unique Referral Code (herein referred to as “Referral Code”), which You will use to advertise the Programs. You will share Your Referral Code with another person or other people (herein referred to as “Prospect”). A Sale occurs when the Prospect pays for a Book Excellence Program using Your Referral Code.
You will be paid a commission (herein referred to as “Commission”) for each Sale. The Commission amount is a portion of the fee received by Book Excellence for the Sale. Commission payments will be made to You in the following quarter after Book Excellence’s receipt of payment for a Sale, subject to the other terms set forth herein.
From time to time, Book Excellence may discount the price of the Programs which will affect Your Commission. In the event the Programs are discounted, You will receive a Commission calculated based on the final discounted price.
We pay You through PayPal using the PayPal email address you provided upon signing up to be a Book Excellence Partner. All Payments are issued in US dollars. Payments are issued on March 31st, June 30th, September 30th and December 31st of each year.
Your combined commission amount must equal or exceed Fifty Dollars ($50.00) before You receive a payment from Book Excellence. If Your combined commissions are less than $50.00, Your commissions will be held until Your combined commissions equals or exceeds $50.00.
You will not be paid any Commission until You provide Book Excellence with your Legal Name or Business Legal Name, Address and Tax Identification Number so We can complete any required tax forms. You are responsible for any and all tax liabilities, including without limitation income tax liabilities that arise from or in any way relate to any commissions You receive from Book Excellence. Book Excellence may withhold tax where required to by applicable law. Where Book Excellence is required to withhold tax, Book Excellence will document such withholding.
Commissions are paid only for transactions that result in a Sale. If the transaction does not actually occur, or if payment from a Sale is not actually received by Book Excellence, You will not be paid a Commission on the transaction.
If Book Excellence determines, in its reasonable discretion, that any Sale was procured fraudulently or as a result of any violation of this Agreement, no Commission will be paid for such Sale and Your account will be closed.
If any Commissions are paid for a Sale that was produced fraudulently or as a result of any violation of this Agreement, and the fraud or violation is discovered by Book Excellence after payment, You will not receive any current or future commissions and Your account will be closed.
If payment for a Sale later results in a refund, and if a Commission was paid to You for that Sale, then the Commission will be deducted from Your future Commissions.
USING YOUR OWN REFERRAL CODE
As a Book Excellence Partner, if You purchase a Program using Your own Referral Code, your Commissions will be void. You are not permitted to open a Book Excellence account under the name of another person or entity, or under a fictitious name. You are not permitted to purchase a Book Excellence Program under any name merely for the purpose of obtaining discounts or rebates, or any other compensation. You are not permitted to offer cash rebates or other monetary incentives to actual or potential Sales. Violation of this paragraph shall constitute a material breach of this Agreement, and You agree to forfeit any current or future Commissions payable to You and You will cease to be a Book Excellence Partner as a result of any such violation.
MARKETING AND PROHIBITED ACTIVITY
Anything You communicate in marketing or advertising Book Excellence must be true and accurate. Claims that relate to Book Excellence that are untrue or fraudulent are strictly prohibited. Book Excellence has the right to terminate this Agreement at any time if You engage or have ever engaged in any of the following:
A. HARMFUL ACTS
Any dishonest or unethical business practice; any violation of the law; infliction of harm to Book Excellence’s reputation; and the violation of the rights of Book Excellence or any third party. You are not permitted to disparage the products or services of any other person or entity, including without limitation the products or services of a competitor of Book Excellence.
B. “SPAMMING” AND UNSOLICITED COMMUNICATIONS
Any communications sent or authorized by You reasonably deemed “spamming,” or any other unsolicited solicitations will be deemed a material threat to Book Excellence’s reputation and to the rights of third parties. It is Your obligation, exclusively, to ensure that all business communications comply with the law.
C. OFFENSIVE COMMUNICATIONS
Any communication sent, posted, or authorized by You, including without limitation postings on any website operated by You, or social media or blog, which are: sexually explicit, obscene, or pornographic; offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory; graphically violent; solicitous of unlawful behavior; or that violates the intellectual property rights of another are not permitted.
D. NEGATIVE MARKETING
You are prohibited from using negative, defamatory and offensive language (herein referred to as Offensive) when advertising Book Excellence Programs including but not limited to “Is This a Scam?”, “Money Making Scheme”, “Pay to Play” or other such phrases that would harm the reputation of Book Excellence. You may not claim that any government, person, or entity endorses or supports Book Excellence. You may not use the intellectual property of any other person or entity in advertising Book Excellence or its Programs.
Use of Negative Marketing, Untrue Statements or False Claims will get ALL Your current and future commissions forfeited and You will not be allowed to promote any future Programs. In the event that the use of Negative Marketing, Untrue Statements or False Claim are not removed immediately, we reserve the right to take legal action.
E. ADVERTISING METHODS
You are not permitted to use any keyword based advertising (such as search engine PPC) targeting a keyword of “Book Excellence Awards”, “Book Excellence” or any of its Programs or brands.
You may not use your Referral Code on any of the Book Excellence webpages or social media including but not limited to the comments section or anything equivalent.
FURTHER REVIEW
If required, we may ask to review the following information: your full name, phone number, methods of promotion (e.g. email marketing, social media, blog etc) and proof of the methods used to promote your Referral Code (e.g. screenshot, ads, receipts etc.)
DISCLAIMER AND INCOME CLAIMS
On any website, email or social media platform that You advertise Book Excellence, You must plainly display (i.e., not in a link, or in small font) the following disclaimer language:
Disclosure: I am an independent Book Excellence Partner, not an employee. I receive referral payments from Book Excellence. The opinions expressed here are my own and are not official statements of Book Excellence.
If Your recruiting efforts include claims related to the potential income a Book Excellence Partner can make, or if You make reference to income You have made, or if You make reference to any lifestyle opportunities You have because of Book Excellence, the following guidelines must be adhered to:
1. Your statements must be true, accurate and supported by evidence;
2. If You use a hypothetical scenario, You must clearly label it as hypothetical; and
3. Your statements must be accompanied by the Book Excellence income disclosure statement.
INTELLECTUAL PROPERTY
No logo, tagline, trademark, trade name, copyrighted material, patent, trade dress, trade secret, or confidential information (collectively, “Book Excellence Intellectual Property”) owned by Book Excellence may be used, copied, or reproduced by You except as set forth below. No Book Excellence Intellectual Property (or any mark confusingly similar to any Book Excellence Intellectual Property) is to be advertised for sale or registered as a domain name by You in any fashion. When using any Book Excellence Intellectual Property, You must do so in a way that is not likely to confuse readers or cause them to think that You are speaking on behalf of Book Excellence. You are not permitted to register and/or use domain names containing any of the following terms including but not limited to “Book Excellence Awards” or “Book Excellence.” You may not at any time give away any Book Excellence materials (e.g. eBook, Report, Guide) under any circumstances without prior written consent of Book Excellence. In order to use any Book Excellence Intellectual Property, Book Excellence must give their express written consent.
INDEMNITY
You agree to protect, defend, indemnify and hold harmless Book Excellence, its officers, directors, employees, owner(s), and parent company(ies) and assigns from and against all claims, demands, and causes of action of every kind and character without limit arising out of the Your conduct. Your indemnity obligation includes, but is not limited to, any third party claim against Book Excellence for liability for payments for, damages caused by, or other liability relating to, You.
NO WARRANTY
Book Excellence does not guarantee or warrant Your business success, income, or sales. Book Excellence’s Programs, websites and services are provided “as is” without warranty of any kind, either express or implied, including without limitation implied warranties of title, merchantability, fitness for a particular purpose and noninfringement. Book Excellence makes no representation or warranty as to the accuracy, reliability, timeliness or completeness of any material on or accessible through any Book Excellence Program, website or service. Any reliance on or use of such materials shall be at your sole risk.
Book Excellence Awards does not guarantee or warrant that:
(a) Access to any Book Excellence Program, website or service or the servers or networks through which any Book Excellence website is made available will be uninterrupted, error-free, free of viruses or other harmful components or secure; or
(b) Defects or errors on the Book Excellence website or services will be corrected.
LIMITATION OF LIABILITY
You waive any right to special, indirect or consequential damages of any kind or description.
You waive all rights to put forth any legal action or join a class action against Book Excellence and Book Excellence’s owner(s), parent company(ies), Partner entities, employees, and assigns.
TERM AND TERMINATION
Your contract with Book Excellence begins when You become a Book Excellence Partner and start using your Book Excellence Referral Code. Your contract will continue until either:
A. Book Excellence cancels Your account due to Your breach of any of the terms of this Agreement. In the event of a breach by You, You forfeit all Commissions owed to You or any future Commissions.
or
B. Book Excellence, in its sole and absolute discretion, cancels Your Partner Agreement. In the event that Book Excellence cancels Your Partner Agreement, You will first receive thirty days’ written notice, sent to the e-mail address you provided.
RIGHT TO CLOSE
We reserve the right to close the Partner Program at any time. In the event that the Partner Program closes, we will pay out all remaining Commissions.
FORCE MAJEURE
Book Excellence will not be responsible to You for any delay, damage, or failure caused by or occasioned by a Force Majeure Event including but not limited to any act of God, nature or the elements, terrorism, piracy, labor strikes, acts of public enemies, rules and regulations of any governmental authorities having jurisdiction over the premises, or any other causes beyond the control of Book Excellence. Delays due to any of the above causes shall not be deemed to be a breach of or failure to perform under this Agreement.
ASSIGNMENT
Book Excellence may assign its rights under this Agreement at any time, without notice to You. Your rights arising under this Agreement cannot be assigned without Book Excellence’s express written consent.
RESPONSIBILITY
You are responsible for ensuring that You and Your promotions are compliant with your own country’s consumer protection and competition laws.
GOVERNING LAW
This Agreement shall be governed, construed, and interpreted in accordance with the laws of Ontario, Canada without regard to any choice of law provisions.
INJUNCTIVE RELIEF
Nothing in this Agreement prevents Book Excellence from applying to and obtaining from any court having jurisdiction a temporary injunction, preliminary injunction, permanent injunction, or other relief available to protect Book Excellence’s rights.
MODIFICATION/AMENDMENTS
This Agreement and Book Excellence’s standard Terms and Conditions may be modified by Book Excellence at any time, with or without prior notice to You. Amendments or Modifications to this Agreement or the Terms and Conditions will be binding when they are sent to You via e-mail, or are posted on Book Excellence’s website. No amendment to this Agreement or the Terms and Conditions shall be valid unless authored or signed by Book Excellence. Your continued acceptance of Commission payments constitutes Your acceptance to any modifications or amendments to this Agreement.
NO WAIVER
No waiver by Book Excellence of any right reserved or granted to Book Excellence under this Agreement shall be effective unless the waiver is in writing and signed by an authorized representative of Book Excellence.
NOTICE
Any notice required to be given to Book Excellence under or related to this Agreement shall be in writing and sent to our support team through one of the contact methods provided.
Book Excellence will send notices to You at the e-mail address You provided to Book Excellence. Any notices shall be deemed delivered to You when sent by Book Excellence. You are solely responsible for addressing any technical failures related to Your e-mail address or server, and for reading any e-mail sent to You.
SEVERANCE
In the event any provision of this Agreement is inconsistent with or contrary to any applicable law, rule, or regulation, the provision shall be deemed to be modified to the extent required to comply with the law, rule, or regulation, and this Agreement and the Terms and Conditions, as so modified, shall continue in full force and effect.
ENTIRE AGREEMENT
This Agreement, along with Book Excellence’s standard Terms and Conditions represents the entire agreement between the Parties and supersedes any other written or oral agreement between the Parties as pertaining to Your rights and responsibilities as a Book Excellence Partner.