Welcome to the Egsa Outfitters Affiliate Program. If you continue to browse and join the Egsa Outfitters Affiliate Program you are agreeing to comply with and be bound by the following terms and conditions of this program.
The term "Egsa Outfitters" or "us" or "we" refers to Egsa Corp., the owner of the Egsa Outfitters site whose address is Post Office Box 490212 Chicago, Illinois, USA. The term "you" or "Referral Participant" refers to the member user or entity that wishes to participate or is an active participant in the Egsa Outfitters Affiliate Program. The term "the Parties" refers collectively to Egsa Outfitters and the Referral Participant. The term "The Affiliate Program" refers to the Egsa Outfitters Affiliate Program.
NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agree as follows:
1. Participation. We reserve the right to deny the application of any Referral Participant in the affiliate program and close or cancel the account of any Referral Participant in The Affiliate Program at our sole discretion. We may exercise this right for reasons including, but not limited to:
1.1 Violation of Agreement or Intellectual Property. Current or prior violation of any part of any current or prior agreement(s) with Egsa Outfitters or its owner by the Referral Participant or computing devices or programs associated with the Referral Participant. This includes the right to reject any application based on the violation of our intellectual property.
1.2 Objectionable Use of Related Product Content. Use of Egsa Outfitters products, content and product content, including images, characters, logos, promotional materials and related product materials (the "Related Product Content") by the Referral Participant directly, indirectly or in any way considered defamatory, unlawful, threatening, obscene, or morally, racially or otherwise objectionable to us in our sole discretion. This includes the right to reject any application if the Referral Participant’s website contains objectionable material as defined by us or links to objectionable material as defined by us.
1.3 Objectionable Activities. The Referral Participant may not engage in any activities which may allow a consumer to believe that the Referral Participant is a part of Egsa Outfitters or may allow a consumer to believe that they are on the Egsa Outfitters site. The Referral Participant may not engage in any activities which may allow a consumer to believe that they are act on behalf of the Egsa Outfitters or its owner.
2. Promotional Materials. At our sole discretion, we shall make available to Referral Participant certain banner advertisements, button links, text links, and/or other graphic or textual material for display and use on the Referral Participant website (the “Promotional Materials”). Referral Participant shall display the Promotional Materials on Referral Participant’s website prominently and as Referral Participant sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement (See 1.3 Objectionable use of Related Product Content and 3.0 Use of Promotional Materials) . Referral Participant shall also include a link from the Promotional Materials to the Egsa Outfitters website, as specified by us.
3. Use of Promotional Materials. The Referral Participant’s use and display of the Promotional Materials on the Referral Participant’s site shall conform to the following terms, conditions and specifications:
3.1 Referral Participant may not use any graphic, textual or other materials to promote the Egsa Outfitters website, products or services other than the Promotional Materials, unless we agree to such other materials in writing prior to their display.
3.2 Referral Participant may only use the Promotional Materials for the purpose of promoting the Egsa Outfitters website (and the products and services available thereon), and for linking to the Egsa Outfitters website.
3.3 Referral Participant will not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by the Egsa Outfitters. If Referral Participant wishes to alter or otherwise modify the Promotional Materials, Referral Participant must obtain prior written consent from us for such alteration of modification.
3.4 The Promotional Materials will be used to link only to the Egsa Outfitters website, to the specific page and address as specified by us.
4. Limited License of Promotional Materials. On notification of acceptance into the Affiliate Program, the Referral Participant is hereby granted a nonexclusive, nontransferable limited license (the “License”) to use the Promotional Materials as specified under the terms and conditions of this Agreement. The term of the License shall expire upon the expiration or termination of this Agreement.
5. Intellectual Property. Egsa Outfitters and its owner retains all right, ownership, and interest in the Promotional Materials, and in any copyright, trademark, or other intellectual property in the Promotional Materials. Nothing in this Agreement shall be construed to grant Referral Participant any rights, ownership or interest in the Promotional Materials, or in the underlying intellectual property, other than the rights to use the Promotional Materials granted under the License, as set forth in Section 4.
6. Relationship of Parties. This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Egsa Outfitters or its owner and Referral Participant. Referral Participant shall provide services for the Egsa Outfitters and its owner as an independent contractor. Referral Participant shall have no authority to bind the Egsa Outfitters or its owner into any agreement, nor shall Referral Participant be considered to be an agent of the Egsa Outfitters or its owner in any respect.
7. Commissions. In exchange for Referral Participant’s display of the Promotional Materials, and for Referral Participant’s compliance with and performance of the terms and conditions of this Agreement, Egsa Outfitters shall pay to Referral Participant a commission (the “Commission”) in the amount of a percentage of product sold to a customer that accesses the Egsa Outfitters website through a designated link or designated code ("the Affiliate Code") on Referral Participant’s website. Commission will accrue into a website account only when a customer purchases products using the Referral Participant's designated Affiliate Code.
7.1 The current commission percentage posted is 5% of the item's price in United States Dollars before any applicable taxes, duties or shipping and handling. Items paid for in Egsa QuestPoints are exempt from commission. This percentage is subject to change by the Egsa Outfitters at any time. Notification to Referral Participant of any change in commission percentage will be given by Egsa Outfitters at the e-mail address on hand for the Referral Participant.
7.2 Records of the data used to determine the total amount of Commissions owed to Referral Participant shall be made available by e-mail or on the Egsa Outfitters site at our sole discretion. Referral Participant that are current members of The Affiliate Program shall be given reasonable access to these records upon request, and is available through the Referral Participant area on the my account page of the affiliate program at Egsa Outfitters. Any discrepancy between the amount of Commissions owed according to these records, and the actual amount of Commissions paid to Referral Participant in any period or periods shall be rectified by us within 21 days of discovering such discrepancy.
7.3 Commissions are held for a period of one (1) month from any purchase to protect us in the event of any chargeback that may occur. We shall pay all Commissions accrued and payable to Referral Participant within seven (7) days of the first day of each month (the “Commission Payment Date”). If on any Commission Payment Date, the amount of total Commissions accrued and payable to Referral Participant is less than $10.00, then such accrued and payable balance shall be held over to the following month, and paid together with the Commissions due for that month. If at any time, the balance of accrued and payable Commissions is held over for two (2) consecutive months, then we shall pay all accrued and payable Commissions to Referral Participant in the third month, regardless of the total amount owed. Payment is made via the Referral Participant's PayPal account
7.4 In the event that Referral Participant materially breaches this Agreement and Egsa Outfitters or its owner terminates this Agreement within 30 days of such breach, then any accrued and payable Commissions owing to Referral Participant shall be forfeited, and neither Egsa Outfitters nor its owner shall not be obligated to pay such Commissions to Referral Participant.
7.5 In the event of termination of this Agreement, Commissions that are not forfeited shall be paid under the terms of Section 7 of this agreement.
8. Referral Participant’s Representations and Warranties. Referral Participant represents and warrants the following:
8.1 Referral Participant has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in this Agreement.
8.2. Referral Participant’s website does not and will not contain any materials that are:
A. Considered defamatory, unlawful, threatening, obscene, or morally, racially or otherwise objectionable to us in our sole discretion;
B. Solicitous of any unlawful behavior.
8.3 Referral Participant has obtained any necessary clearances, licenses, or other permission for any intellectual property used on Referral Participant’s website. Nothing on Referral Participant’s website infringes upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infringement, nor does Referral Participant have any reason to believe that any person or entity will bring or threaten such a claim in the future.
8.4 Referral Participant will not use the Promotional Materials in any manner other than those set forth in section 3.0 Use of Promotional Materials.
8.5 Referral Participant will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property therein.
8.6 Referral Participant will not publish or otherwise distribute any advertising materials for Referral Participant’s website that reference Egsa Outfitters or its owner unless we gives prior written consent to the distribution of such materials. Referral Participant will not use the Egsa Outfitter’s name (or any name that is confusingly similar to the Egsa Outfitters name or the name of its brands, products or owners) for any purpose on the Referral Participant's website or networks, in the Referral Participant's promotional materials, or in any other context except to promote the Egsa Outfitters website as specified in this Agreement. Referral Participant will not register any domain name that incorporates the Egsa Outfitters name, or that is confusingly similar to the Egsa Outfitters name or the name of its brands, products or owners.
8.7 Referral Participant will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing Egsa Outfitters, us or brands, products.
9. Indemnification. Referral Participant shall indemnify Egsa Outfitters and its owners and hold harmless Egsa Outfitters and its owners from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of Referral Participant’s warranties set forth in Section 8 above. Referral Participant shall also indemnify and hold harmless Egsa Outfitters and its owners for any damage, loss or other cost arising out of the use or misuse by Referral Participant of the Promotional Materials.
10. Confidentiality. Any information that Referral Participant is exposed to by virtue of its relationship with Egsa Outfitters under this Agreement, which information is not available to the general public, shall be considered to be “Confidential Proprietary Information.” Referral Participant may not disclose any Confidential Proprietary Information to any person or entity, except where compelled by law, unless Referral Participant obtains prior written consent for such disclosure from us.
11.1 This Agreement shall take effect immediately, and shall remain in full force and effect indefinitely, or until terminated pursuant to this Section 11.
11.2 Either Party shall have the right to terminate this Agreement at any time and for any cause. On notice of termination, the Referral Partner must remove all images, references and links immediately. Commissions that are not forfeited shall be paid under the terms of Section 7 of this agreement.
12. Taxes. Company shall not be responsible for any taxes owed by Referral Participant arising out of Referral Participant’s relationship with Company as set forth in this Agreement. Company shall not withhold any taxes from the Commissions paid to Referral Participant.
13. Limitation of Liability. Egsa Outfitters or its owners shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs associated with the procurement of substitute goods or services (whether Egsa Outfitters or its owners was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of service, termination of this Agreement, use or misuse of the Promotional Materials, or other performance of services under this Agreement.
14. Counterparts. This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.
15. Severability. If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
16. Headings. The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.
17. Entire Agreement. This Agreement constitutes the entire agreement between us and Referral Participant, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.