Essentia Software Affiliate Agreement
This affiliate agreement (the “Agreement”) describes the entire terms and conditions for participation in Essentia Software Corporation’s Affiliate Program.
Parties to the Agreement
In this Agreement, “Essentia Software Corporation” is referred to as “ESC”, the creator of NannyPay® and NannyPay®2 software (“NannyPay”).
Whenever this Agreement uses the words “we”, “us” or “our”, it also means Essentia Software Corporation. In this Agreement, the term “Affiliate” refers to You, the applicant. Whenever this Agreement uses the words “you” and/or or “your”, it also means you, the Affiliate.
Essentia Software will create a unique URL for you when you submit a complete Affiliate Enrollment Form to us. This is the URL for your unique Affiliate Site.
You will receive $25.00 as a commission for each qualifying purchase of NannyPay payroll software placed through your Affiliate Site. For a sale to qualify for a commission, the customer must not have purchased NannyPay software at any time prior to the date of this sale and remitted full payment for the software to ESC. Subsequent purchases by the same customer do not qualify for a commission.
We track and account for your commissions by using your unique URL. When a potential customer clicks your custom tracking URL the potential customer is associated with your Affiliate Site, and a commission will be credited to you when a purchase is made by that person. If you are no longer an active Affiliate in good standing at the time of purchase you will not be eligible to receive a commission. Tracking cookies do not expire and are created when a customer clicks on your unique URL.
ESC will issue payment for all net commissions earned by you for a calendar month within approximately 15 days after the end of that calendar month.
If any order upon which a commission was earned is the subject of a refund by the customer, or if there are any returned checks or charge backs by that customer, the amount of all such refunds or chargebacks in any given month will be deducted from your next monthly commission payment. If there is no subsequent commission payment due, the Affiliate will be invoiced by ESC for these overpaid commissions.
ESC will be exclusively and solely responsible for processing every order placed by a customer referred by your Affiliate Site. ESC reserves the right in its sole and exclusive discretion to reject any order or purchase that does not comply with our rules, operating procedures and policies, or of our credit card processing company and/or imposed upon us by our merchant account.
Customers who purchase products and services from ESC but who were referred through your Affiliate Site will be deemed to be customers of ESC. Accordingly, all ESC rules, policies, and operating procedures concerning customer orders and service will apply to those customers. We reserve the right to change our policies and operating procedures at any time and for any reason. Prices and availability of our products and services may vary from time to time. ESC’s policies will always determine the price paid by any customer referred by or through your Affiliate Site.
Qualification for Commissions
Affiliates must be in active status to qualify for commissions. ESC reserves the right in its sole, absolute and exclusive discretion to deactivate an account and/or terminate your status as an Affiliate for any reason, including but not limited to, because you are either no longer promoting ESC’s software or products, not using your unique URL anywhere on your website, your website or company is no longer active and/or your company is not responding to communications from ESC seeking confirmation that you are still actively participating in this affiliate program.
Qualifying Affiliate Sites
To qualify and/or continue to qualify as an Affiliate, you must meet ESC’s qualifying standards which are determined by ESC in its sole and exclusive discretion, including the requirement that your company and/or website be related to the products and/or business of ESC. ESC reserves the right in its absolute and sole discretion not to accept any applicant and/or website as an Affiliate based upon your site’s content.
Websites that Do Not Qualify to participate as an Affiliate in ESC’s Affiliate Program include sites which in any way, in whole or part, directly or indirectly, reference, contain and/or promote:
– Sexually explicit materials;
– Violence in any form or character;
– Discrimination against any person or group, including but not limited to, based on race, sex, religion, nationality, disability, sexual orientation, or age;
– Illegal activities of any kind or character;
– Violate intellectual property rights.
Unsolicited Commercial Email
ESC in no way participates in mass unsolicited emailing (i.e. spamming), and all Affiliates are also expected to adhere to this policy. Violation of this policy will result in the termination of this Agreement and immediate termination of your Affiliate status, with no obligation on ESC’s behalf to pay any further commissions to you after your termination, whether earned before or after that date.
Relationship of Parties
Under this Agreement, You are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between You and ESC. You have no authority as an Affiliate to make or accept any contracts, warranties or representations of any kind on behalf of ESC. You will not make any statement, whether on your website or otherwise, that reasonably would contradict your lack of any authority to act on behalf of ESC.
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 ESC 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 TO THIS AGREEMENT.
WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE ESC AFFILIATE PROGRAM OR YOUR POTENTIAL TO EARN INCOME FROM THE AFFILIATE PROGRAM. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE OR THE AFFILIATE SITES WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. WE EXPRESSLY RESERVE THE RIGHT TO TERMINATE YOUR STATUS AS AN AFFILIATE OR THE ESC AFFILIATE PROGRAM ITSELF AT ANY TIME, AND FOR ANY REASON, WITH OUR WITHOUT NOTICE TO YOU.
The laws of the United States and the Commonwealth of Pennsylvania will govern this Agreement, without reference to rules governing choice of laws. You agree by your application to become an Affiliate, and by your participation in the ESC Affiliate Program, that any action by you relating in any way to this Agreement must be filed exclusively in the Eastern District of Pennsylvania and/or the Pennsylvania state court for Montgomery County, Pennsylvania, and you irrevocably consent to the personal jurisdiction of such courts for the purposes of any action which may be filed by ESC against you. You may not assign this Agreement, by operation of law or otherwise, without our express and 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, or to enforce any other Affiliate’s obligations under this Agreement, will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement against you.
By submitting your Affiliate Application form, you acknowledge that you have read this Agreement; understand and agree to all its terms and conditions; have independently evaluated ESC’s affiliate program; and you are not relying on any representation, guarantee or statement other than those as set forth in this Agreement.