Section 1. Acceptance in the HomePal Affiliate Program
To begin the registration process, you will submit a complete Affiliate Program application via our website. We will evaluate your application in good faith and will notify you of your acceptance or rejection.
HomePal may reject your application if we determine (in our absolute discretion) that your site is unsuitable for the Affiliate Program for any reason. Such reasons include, but are not limited to:
Content that is in any way unlawful or in breach of intellectual property rights,
Content of your web site that may be deemed harmful, threatening, defamatory, obscene or indecent, harassing, or discriminatory on the grounds of disability, race, sex, ethnicity, sexual orientation, age, or otherwise objectionable in any other manner.
If we reject your application, you are welcome to reapply to the Affiliate Program at any time.
Section 2. Promotion of Our Affiliate Relationship
As an Affiliate, we will make available to you a variety of graphic and textual Links. They will be placed on HomePal Affiliate Members Area. Subject to the terms and conditions hereof, you may display these Links as often and in as many areas on your site as you desire. The Links will serve to identify your site as a member of our Affiliate Program and will establish a link from your site to ours.
a. Agreements Regarding Links:
In utilizing Links you agree that you will cooperate fully with us in order to establish and maintain such Links. You agree that you will:
Display in your site only those graphic or textual images that are provided/approved by us.
Update such images with new images provided by us from time to time throughout the term of this Agreement.
Display such graphic and/or textual images prominently in relevant sections of your site.
Each Link connecting users of your site to the pertinent area of our site will in no way alter the look, feel, or functionality of our site.
Section 3. Our Responsibilities
HomePal will be responsible for providing all information necessary to allow you to make appropriate Links from your site to our site. We will be solely responsible for:
Processing every order placed by a customer following a special Link from your site,
Tracking the volume and amount of sales generated by your site,
Providing information to Affiliate Sites regarding sales statistics.
Registration, payment processing, delivery, cancellations, returns, and related customer service.
Section 4. Other Responsibilities and Opportunities of Affiliate Sites
a. Links: If you qualify and agree to participate as an Affiliate Site, you shall display, with our consent, Links prominently throughout your site in positions as you see fit.
b. Competitions and Promotions: As an Affiliate Site, you will be entitled to participate and promote on your site any competitions and special promotions we may offer, and in connection therewith, we shall make such competitions and promotions available to users of your site. In addition, you will be entitled to earn commissions as set forth in sections 6 and 7 below.
c. Compliance with the Agreement: We have the right in our absolute discretion to monitor your site at any time and from time to time to determine if you are in compliance with the terms of this Agreement.
d. Exclusivity: This Agreement does not prevent an Affiliate from selling/fulfilling other programs of a similar nature. You are not permitted, however, to advertise or promote any sections of your site that utilize HomePal website content.
Section 5. Referral Payment Determination
a. Only HomePal Unlimited Membership Plans that are (i) subscribed by users linking to our site from your site pursuant to a Link ('Linked Users'), (ii) verified by us, and (iii) for which we have received full payment will qualify for a commission. Users who have chosen the GIRO payment method, the referral commision will be paid upon the GIRO account application is approved by the user's financial Institution.
b. Referral payment rates are currently at $5.00 per registered unlimited member.
Section 6. Referral Payment Payouts
When the total payments due to you (based on Section 5 above) reach or exceed twenty dollars ($20.00), we will send the commission payment to affiliate, payable to the name specified by affiliate during registration. Payment will be made by cheque or other form deem appropriate by HomePal. Cheque will be mailed to the postal address specified by affiliate. HomePal will not responsible for the cheque lost due to inaccurate or outdated information provided by affiliate.
Note: Payouts for sales are made the month after the subscription, as long as the minimum balance has been met ($20.00).
Section 7. Reports of Sales
You will be given a password and have the ability to enter a password-protected site to receive your sales statistics at anytime.
Section 8. Policies and Pricing
Customers who subscribe HomePal Services through the Affiliate Program will be deemed to be customers of HomePal. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and HomePal Product & Services will apply to those customers. We may change our policies and operating procedures at any time. For example, prices and availability of HomePal Services may vary from time to time. Because price changes may affect Service that you already have listed on your site, you must frequently update price information, or not use it at all. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular Service or Product.
Section 9. Publicity
You shall not create, publish, distribute, or permit any written material that makes reference to us without gaining our written consent, which we agree shall not be unreasonably withheld. See also Section 10.E.
Section 10. Licenses and Use of the HomePal Logos and Trademarks
A. WE GRANT YOU A NON-EXCLUSIVE, NON-TRANSFERABLE, REVOCABLE RIGHT TO:
(I) Access our site through the Links solely in accordance with this Agreement
(II) Use the HomePal Trademarks and Logos solely in connection with such Links
(III) To use similar identifying material relating to us (but only in the forms that they appear on our site for the sole purpose of linking your site to our site, where your users can purchase HomePal Services.
B. You may not alter, modify, or change the licensed materials in any way.
C. You are only entitled to use the licensed materials to the extent that you are an existing member in good standing with the Affiliates Program.
D. You shall not make any specific use of any Licensed Materials for purposes other than in connection with the sale of HomePal Services on your site without first submitting a sample to us and obtaining the prior written consent of your HomePal account executive. Consent shall not be unreasonably withheld.
E. You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays us in a negative light.
F. We reserve all of our rights in the Licensed Materials and of our other proprietary rights.
G. We may revoke your Affiliated Program with us at any time, by giving you email written notice.
H. In entering into this Agreement, you allow us to provide Links from HomePal sites to your web sites for the purpose of promoting our relationship.
Section 11. Obligations Regarding Your Site
A. You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. Such responsibilities include, but are not limited to:
(I) The technical operation of your site and all related equipment.
(II) Creating and posting Product reviews, descriptions, and references on your site and linking those descriptions to HomePal;
(III) The accuracy and propriety of materials posted on your site (including, but not limited to, all HomePal Service or Product-related materials);
(IV) Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party including any intellectual property rights, are not unlawful, harmful, threatening, defamatory, obscene or indecent, harassing, or discriminatory on the grounds of disability, race, sex, ethnicity, sexual orientation, age or otherwise objectionable.
B. We disclaim all liability for all such matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, legal fees and expenses) relating to the development, operation, maintenance, and contents of your site.
C. You hereby agree that your web site will not, in any way, copy or resemble the look and feel of our site nor will you create the impression that your site is a part of our site.
D. You also hereby agree that your site will not contain any content of our site under proprietary copyright to HomePal. You will, however, have free access to content (i) with our prior permission, or (ii) materials and content which are obtained by you via the HomePal affiliate members area, in accordance with the provisions hereof or the policies or instructions thereon.
E. You further hereby agree that your domain name does not and will not contain the words, 'HomePal,' and/or any variation thereof.
F. You will be solely responsible for any tax or other payments arising from affiliate payments made under this Agreement and we have no liability for any such tax or other payments.
Section 12. Term of the Agreement
The term of this Agreement will begin upon our acceptance of your Affiliate Program application and will end when terminated by either party. Either you or HomePal may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You are only eligible to earn referral payments on sales occurring during the term, and referral payments earned through to 11.59pm on the date of termination will remain payable only if the related HomePal Service or Product orders are not cancelled or reversed. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
Section 13. Modification
We may modify any of the terms and conditions contained in this Agreement at any time in our absolute discretion. You will be notified by e-mail. Modifications may include, but are not limited to, changes in the scope of available referral payments, schedules, payment procedures, and Affiliate Program rules. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Program following our posting of a change notice or new Agreement on our site will constitute binding acceptance of the change.
Section 14. Relationship of Parties
You and HomePal 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.
Section 15. Disclaimers
We make no express or implied warranties or representations with respect to the Affiliate Program or any HomePal Services subscribed through the Affiliate Program (including, without limitation, warranties of fitness, merchantability, non-infringement, 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.
Section 16. Representations and Warranties
You hereby represent and warrant to us as follows:
a. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.
b. The execution, delivery, and performance by you of this Agreement and the undertaking by you of the transactions contemplated hereby does not, with or without the giving of notice, conflict with or violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or certificate of incorporation, or (iv) any Agreement or other instrument applicable to you or binding upon your assets or properties.
c. No consent, approval, or authorisation of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by you in connection with the execution, delivery, and performance of this Agreement or the taking by you of any other action contemplated hereby.
d. There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against you, or any group company of yours, with respect to the execution, delivery, or undertaking of this Agreement, or with respect to your trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.
f. You are an adult of at least 18 years of age.
Section 17. Confidentiality
Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and supplier lists, and pricing and sales information, concerning us or you, respectively, or any of our Affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates. Notwithstanding the foregoing, each party is hereby authorised to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process.
Section 18. Limitation of Liability
SAVE FOR DEATH OR PERSONAL INJURY, 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 AFFILIATE PROGRAMME, 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 REFERAL PAYMENTS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.
Section 19. Indemnity
You hereby agree to indemnify and hold harmless HomePal and its company HomePal Pte. Ltd., subsidiaries and other group companies, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgements, settlements, costs, and expenses (including reasonable legal fees and expenses) (any or all of the foregoing hereinafter referred to as 'Losses') insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and Agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.
Section 20. 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 AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
Section 21. Governing Law
This Agreement (a) represents the entire Agreement between the Parties with respect to the subject matter hereof and supersedes any previous or contemporaneous oral or written Agreements regarding such subject matter, and (b) will be interpreted, construed and enforced in all respects in accordance with the laws of the Republic of Singapore, without reference to its choice of law rules. 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 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.
If any provision of this Agreement is held to be invalid, such invalidity will not affect the remaining provisions. Each party agrees that any and all actions brought to enforce any provision of this Agreement or to resolve any dispute arising out of this Agreement shall attempt to settle between both parties before considering necessary to be brought solely in the courts of the Republic of Singapore, and each party hereby consents to the personal jurisdiction of such courts.
HomePal and HomePal.com.sg are Legal Trade Names for HomePal Pte. Ltd.