This Agreement, made and entered into by and between Soleil Lifestory Network ("Soleil" or "we" or "us"), with its principal place of business at 95 Gould Road, Lisbon Falls, ME 04252-9760, and you, the Soleil Partner ("you" or "Partner"), contains the complete terms and conditions that apply to your participation in the Soleil Web Partner Program (the "Partner Program" or "Program").
1. Enrollment
To begin the enrollment process, you must complete and submit the Partner Application. After we carefully evaluate your application, we will notify you of your acceptance or rejection. We may reject your application if we determine (at our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include, but are not limited to, those that:
- promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
- provide sexually explicit or grossly offensive material, including blatant expressions of bigotry, prejudice, racism, hatred, or excessive profanity;
- promote or provide instructional information about illegal activities;
- display material that exploits minors;
- promote physical harm or injury against any group or individual.
If your site is rejected, you may reapply at any time, and we will review your site to determine if it now meets our standards. If you are accepted as a Soleil Web Partner, we reserve the right to terminate this Agreement at any time if we determine your site is unsuitable for our program. You would then be required to immediately remove from your site any references to Soleil Lifestory Network, the Program, and/or our products and services from your site.
You are not required to have a Website in order to be a member of our Partner Program, but you must be prepared to detail how you plan to promote Soleil products and services. We use the same criteria to evaluate other promotional venues and reserve the same termination rights.
2. Linking & Promotion
Once you are accepted as a Soleil Partner, you will have access to a variety of graphic and text links, along with guidelines and technical specifications for setting up these Partner Links (hereinafter referred to as "Links." You may display these Links as often and in as many areas of your site(s) as you wish, subject to the terms and conditions of this Agreement. The Links will identify you and/or your site as a Soleil Partner and will establish a link to our site.
You may place Links ONLY on the site(s) listed on your Application Form, unless additional sites and venues are approved by us in writing. You may not modify the Links in any way without our written consent. You may endorse Soleil products and services and the Program, but you may not use our logos or other branding in any manner other than providing approved Links, without first submitting such materials for our review and written approval. Furthermore, you shall not make any representations, warranties, or other statements concerning Soleil Lifestory Network, Denis Ledoux, any of Soleil's products or services, or our Website, except as expressly authorized by this Agreement.
You may promote Soleil products and services and the Program in newsgroups, mailing lists, forums, message boards, chatrooms, and newsletters provided you clearly indicate your status as a Soleil Partner receiving commissions on sales. You agree not to utilize unsolicited e-mail (spam) to promote Soleil products and services and the Program. Do not include pricing information in your Links to Soleil Lifestory Network products and services, as prices and fees may change at any time without notice.
3. Order Fulfillment & Customers
Soleil Lifestory Network shall have the sole right and responsibility for processing all product and service orders placed on our site. You acknowledge that customers who purchase products and services through the Web Partner Program will be deemed to be customers of Soleil Lifestory Network. Accordingly, all our rules, policies, and operating procedures concerning customer orders and service will apply to those customers. We may change our policies and operating procedures at any time, and prices and availability of our products and services may vary from time to time.
4. Tracking & Commission Fees
After you have been approved as a Soleil partner, you will be assigned a unique "Partner ID" which we use to identify sales referrals. To track referral sources, we use cookies, which last for 365 days. In order to ensure accurate tracking, reporting, and commission calculation, it is your responsibility to ensure all your Links utilize the proper formats. We will not be liable for paying commission fees on purchases that are not correctly tracked and reported because Links are improperly formatted.
For a sale to qualify for a commission, the customer must follow an approved Link to our site, place an online order, and remit full payment to Soleil Lifestory Network. We agree to pay commission fees only on sales processed through our shopping cart, with the exception of coaching services. (See our Commission Schedule for details.) Commission fees will NOT be paid on:
- volume discount purchases;
- transactions that result in a return or refund;
- orders for which payment is not received;
- residential workshops and teacher packages purchased for the Partner's use;
- products or services for which Soleil is a reseller or affiliate.
You will earn commissions on qualifying sales according to a Commission Fee Schedule established by Soleil and posted at our Partner Center. All determinations of qualifying sales and whether a commission fee is payable will be made by us and will be final and binding on both Soleil and the Partner. Prices for the products will be set solely by Soleil Lifestory Network at our discretion.
5. Payment
Commission fees will be paid approximately 15 days after the end of the previous calendar month. However, if the commission fees payable to you for any single month are less than twenty-five dollars ($25), we will hold those fees until the total amount due is at least twenty-five dollars ($25) or until this Agreement is terminated. We may withhold payment of any commission fees for a reasonable time until we have determined, at our sole discretion, that the transaction that resulted in such fees and the applicable payment are final and not likely to be rescinded or disputed by the purchaser. We may withhold payment of any commission fees if we determine, at our sole discretion, that the transactions that resulted in such fees were not bona fide transactions but rather were part of a plan by the you solely to generate commission fees. Payment of commission fees will be issued by the method you designated on your Partner Application Form.
6. Taxes
You agree to comply with all tax-withholding and/or reporting obligations, whether imposed by the Internal Revenue Service ("IRS") or by any other taxing authority, including any foreign taxing authority, arising from your participation in the Program. You acknowledge that Soleil Lifestory Network does not undertake to report your transactions under the Program to the IRS or any other taxing authority. Without limiting the foregoing, we will comply with applicable tax reporting obligations under Internal Revenue Code Section 6041 or other applicable law with respect to your receipt of commission fees. Without limiting the foregoing, you agree that we may prevent you from participating in the Program if such participation will cause you to have received at least $600 during a calendar year from the Soleil Partner Program, such restriction to remain in effect until you have properly completed and delivered all tax-withholding and related forms required by us, the IRS or any other relevant taxing authority.
7. Partner Websites
You are solely responsible for the development, operation, and maintenance of your site and for all the materials that appear on your site. Such responsibilities include, but are not limited to, the technical operation of your site and all related equipment, the accuracy and propriety of materials posted on your site, and ensuring that materials posted on your site do not violate or infringe upon the intellectual property or other rights of any third party and are not libelous or otherwise illegal.
You hereby agree that your site will not, without our consent, in any way copy or resemble the look and feel of the Soleil site, nor will you create the impression that your site is our site or is a part of our site. You also hereby agree that your site will not contain any content of our site or any materials which are proprietary to Soleil Lifestory Network, except those materials made available to you through the Program in accordance with the provisions hereof.
8. Limited Liability
We disclaim all liability for matters relating to your site. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorney's fees) relating to the development, operation, maintenance, and contents of your site.
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 Partner 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 Partner Program will not exceed the total commission fees paid or payable to you under this Agreement.
9. Disclaimers
We make no express or implied warranties or representations with respect to the Soleil Lifestory Network Website or the Soleil Partner Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of 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.
10. Limited License
We grant you a nonexclusive, limited, and revocable right to use our logo, the graphics provided at our Partner Center and such other materials for which we grant express permission, solely for the purpose of identifying your site as a Soleil Web Partner Program participant and to assist in generating sales. You may not modify the logo or any of our images in any way, and we reserve all of our intellectual property rights. We may revoke your license at any time by giving you written notice.
11. Relationship of Parties
You and Soleil Lifestory Network are independent contractors, and nothing in this Agreement will create any legal 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.
12. Confidentiality
You acknowledge that by reason of your participation in the Program, you will have access to and acquire knowledge from, and material, data, systems and other information concerning the operation, business, financial affairs, products, customers and intellectual property rights of Soleil Lifestory Network that may not be accessible or known to the general public ("Confidential Information"). You agree to maintain all Confidential Information received from us, both orally and in writing, in confidence and agree not to disclose or otherwise make available such Confidential Information to any third party without our prior written consent. Whenever requested by us, you shall immediately return to us all manifestations of the Confidential Information or, at our option, shall destroy Confidential Information specified by us. Your obligation of confidentiality shall survive this Agreement for a period of three (3) years from the date of its termination, and thereafter shall terminate and be of no further force or effect.
13. Term of Agreement
The term of this Agreement will begin upon our acceptance of your Partner Application and will end when terminated by either party as provided in this Section. Either you or we may terminate this Agreement and your participation in the Program at any time, with or without cause, by giving the other party notice of termination. Upon termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all Links, logos, graphics, and all other materials provided by us in connection with your participation in the Program. You are only eligible to earn commissions on sales generated during the term of this Agreement.
14. Modification
We may modify any of the terms and conditions contained in this Agreement at any time at our sole discretion. You will be notified of all modifications by e-mail and/or a notice posted in our Partner Center. Modifications are effective upon sending you such notice or posting such notice on our site. Your continued participation in the Program following your receipt or our posting of any such notice will constitute binding acceptance of the change. If any modification is unacceptable to you, your only recourse is to terminate this Agreement.
15. Governing Law
This Agreement will be governed by the laws of the United States and the State of Maine, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Maine, 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 be 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 a provision or any other provision of this Agreement.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. 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.
Click here if you accept these terms.
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