Affiliate Terms of Agreement

 

This agreement contains the complete terms and conditions that apply to an entity’s participation in the Mudpies and Butterflies Affiliate Program (the “Program”). As used in this Agreement, “we” means Mudpies and Butterflies, and “you” or “your” means the school or your organization. “Site” means a World Wide Web site and, depending on the context, refers either to Mudpies and Butterflies located at the URL www.MudpiesandButterflies.net and www.mudpiesandbutterflies.com, or to the Unique URL address that will be assigned to you.

 

The Program is a fundraising program for schools and their fundraising organizations. The Program is NOT FOR PERSONAL USE OR GAIN.

 

1. Enrollment in the Program

 

To begin the enrollment process, you will submit a complete School Sign-Up Application via our site. To be eligible to enroll in the Program you must be a school, official parent teacher organization or association, or school fund-raising organization (“Affiliate”). We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (at our sole discretion) that your organization is unsuitable for the Program.

 

If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your organization is thereafter determined (at our sole discretion) to be unsuitable for the Program, we may terminate this Agreement at any time.

 

Only one Affiliate per school site/location may be enrolled in the Program.

 

2. Affiliate Responsibilities

 

As an Affiliate you shall:

a. Maintain an accurate administrator profile and contact information using the administrator console on the site www.mudpiesandbutterflies.net whereby your administrator will be assigned a password to enter and maintain the administrator profile and information.

 

b. Provide bank(s) details to allow for the direct deposit of Rewards earned through use of the Unique URL.

 

c. Provide your tax ID or tax exempt number.

 

d. Be responsible for approving, registering and discontinuing the rights of members of your school community (“Members”) access to the Unique URL.

 

e. Agree to the Term and Use and Privacy Policy of www.mudpiesandButterflies.net.

 

3. Unique URL address

 

Once you have been notified that your organization has been accepted into the Program, you will receive a Unique URL address to enable Members to access the site. MudpiesandButterflies.net may occasionally change the appearance and type of links made available to Affiliates. MudpiesandButterfiles.net may change the links, the appearance of these links, and may make changes to their appearance at any time without your prior consent or notification.

 

To permit accurate tracking, reporting, and reward accrual, Members must use the Unique URL address assigned to you. You may place the Unique URL on your website. You will only earn referral fees with respect to activity on our site occurring directly through the Unique URL address. We will not be liable to you with respect to any failure by you or your Members to use the Unique URL, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.

 

4. Rewards

 

We will pay you (in accordance with Sections 5 and 6 below) based on advertising revenue collected through use of the Unique URL by your Members. To be eligible to earn a Reward, the Member must use the Unique URL from your site. Advertising revenue is collected in a variety of ways depending on the terms set by the merchant. Not all merchants pay the same rates.

 

5. Reward Fee Schedule

 

You will earn Rewards based on qualifying clicks per ad, sales, and/or use of a hybrid method determined by the merchant, according to Reward fee schedule to be established by us. “Qualifying Rewards” are calculated by the volume of use of the Unique URL by Members over a period of time. The current Rewards fee schedule is 70% of total advertising revenue collected from your Unique URL.

 

6. Reward Payment

 

If your earned Reward has reached US $100 or more, payment will be made by automatic deposit on the 15th of the following month. If you earned less than US $100 your Reward will be rolled over into the next month’s Rewards. If you want your Reward Payment by check, we reserve the right to charge a $25 handling and processing fee.

 

We will not make any type of payment to a personal account and will only pay Affiliates enrolled in the Program. We reserve the right to verify that Rewards payments are going to the Affiliate. We reserve the right to hold Reward payments, if we are not able to verify that the Affiliate is receiving the payment, until the matter is clarified.

 

We are NOT responsible for how the Affiliate distributes the funds.

 

7. License & Ownership

 

We grant you a right to use the graphic image and text provided for Affiliates on your website and such other images for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist in generating traffic to the Unique URL.

 

All images, technology and content provided for your use is and shall remain the sole property of Mudpies and Butterflies and no part thereof shall be deemed assigned of licensed to you except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, trade names code and service marks related to the foregoing shall remain the Mudpies and Butterflies’ sole property, including rights in and to any derivatives thereof. You may not modify the trademarks, banners, the content or any of the images provided to you in any way.

 

8. 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. Without limiting the foregoing, you will be solely responsible for:

 

The technical operation of your site and all related equipment.

 

The accuracy and appropriateness of materials posted on your site including monitoring all activity on your site (including social networking, forums, comments and chats).

 

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).

 

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, with limitation, attorneys’ fees) relating to the development, operation, maintenance, and contents of your site.

 

9. Term of the Agreement

 

The term of this Agreement will begin upon our acceptance of your Signup 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 written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, the Unique URL, and all Mudpies and Butterflies trademarks, trade dress and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are only eligible to earn Rewards during the term, and Rewards earned through the date of termination will remain payable.

 

10. Modification

 

We may modify any of the terms and conditions contained in this Agreement, at any time and at our sole discretion, by changing this agreement as posted on our site. Modifications may include, for example, changes in the scope of available referral fees, referral 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 CHANGES TO THIS AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

 

11. Relationship of Parties

 

You and we 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.

 

12. 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 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 Program will not exceed the total Rewards fees paid or payable to you under this Agreement.

 

13. Indemnity

 

You agree to release, indemnify and hold Mudpies and Butterflies, its contractors, agents, employees, officers, directors and affiliates harmless from any and all liabilities, claims and expenses including legal fees, of third parties relating to or rising under this Agreement and of the use of images, including without limitation infringement by you or someone else (such as your website host) of any intellectual property or other proprietary right of any person or entity, or from the violation of any of Mudpies and Butterflies operating rule or policy relating to the use of the images provided. When Mudpies and Butterflies is threatened with suit by a third party, Mudpies and Butterflies may seek written assurances from you concerning your promise to indemnify Mudpies and Butterflies; your failure to provide that assurance may be considered by Mudpies and Butterflies to be a breach of your Agreement and subject to termination by Mudpies and Butterflies.

 

14. Disclaimers

 

We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, 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.

 

15. 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 COMPETE WITH YOUR WEB SITE. 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.