Blue Squirrel Affiliate Terms and Conditions
This Agreement contains the complete terms and conditions that apply to an
individual's or entity's participation in the Blue Squirrel Affiliate Program
(the "Program"). As used in this Agreement "we" means Blue Squirrel, and you means
the applicant. "Site" means a World Wide Web site and, depending on the context,
refers either to Blue Squirrel's site or to the site that you will link to our site.
- Enrollment in the Program
To start the enrollment process, you need to submit a complete online
Application Form via our Blue Squirrel site or contact a Blue Squirrel representative. Once your application
is received, we will evaluate your application and notify you of your acceptance or
rejection. We may reject your application if we determine that your site is unsuitable
for the Program or for any other reason in our sole discretion.
We deem any site unsuitable if it includes material that:
- promotes sexually explicit materials.
- promotes violence or illegal activities.
- violates intellectual property rights.
- promotes discrimination based on race, sex, religion, nationality, disability,
sexual orientation, or age.
Upon notification of acceptance of your application by Blue Squirrel your site
shall be considered (an "Approved" site) for participation in the Program.
- Links on your site
Page and Product Listing:You may select and copy one or more Blue Squirrel web pages, product pages or banners to list
on your site. For each selected web page or product page, we require that you display on your
site a short description, review or other reference.
You will be responsible for the content, style, and placement of these references.
You agree to provide a special link from each banner, web page or product reference on your site to a
specific page on bluesquirrel.com using a specific link format that we will provide you with.
You may add or delete banners, web pages, or product pages (and related links) from your site at
any time without our approval. We require that you notify us when you have listed or changed
any Blue Squirrel banners, web pages, or product pages on your site.
- Blue Squirrel Home page link: You are welcome to display a link on your
site to our home page in a format that has been approved by Blue Squirrel. We will
supply you with guidelines and graphical artwork to use for creating the link. At
any point during the term of the Agreement Blue Squirrel may visit your site and
provide you with feedback or suggestions on the appearance of the Approved site.
- Order Processing
We will process orders placed by customers who follow special links from the Approved
Site to the Blue Squirrel order page. We reserve the right to reject orders that do not
comply with any requirements that we periodically may establish in our discretion. We will be
responsible for all aspects of order processing and fulfillment, including all
customer service requests generated at the Blue Squirrel Site, order forms, payments, cancellations,
and returns. We will track sales made to customers who purchase Blue Squirrel's software
using special links from the Approved Site to our site order page, and we will provide
you with periodic reports of the sales. The frequency of the reports may vary from time to time
in our discretion. To permit accurate tracking, reporting and fee accrual, you must
ensure that the special links between the Approved Site and the Blue Squirrel site are properly
- Referral Fees
We will pay you referral fees on product sales to third parties. For a
purchase to generate a referral fee, the customer must follow a special link
(in the format specified by Blue Squirrel) from your site to the Blue Squirrel site; purchase
the product using our electronic ordering system; accept delivery of the product at
the shipping destination; and remit full payment to us. We will track customers
that have followed a link from your site to ours with cookies. If a customer revisits
our site within 20 days of the first visit you will receive referral fees for all
purchases made unless they go through another Affiliate's site. If a customer clicks
on one of your links after the time has expired or during the 20 day period, the
time is reset to 20 days. We only guarantee referral fees during the 20 day grace
period if your customers linking onto our site accept cookies.
- Fee Payment
Approximately sixty days after the end of each calendar quarter, we will send you a check for
the referral fees earned on Blue Squirrel's products sold during that quarter, less any
Shipping and Handling fees and taxes that we are required by law
to withhold. However, if the fees payable to you for any calendar quarter are
less than $50.00, we will hold those fees until the total amount due is at
least $50.00, (without accrual of interest) or (if earlier) until this Agreement is terminated. If an order that
generated a referral fee is canceled by the customer, we will deduct the corresponding
fee from your next quarterly payment. If there is no subsequent payment, we will send
you a bill for the fee and you agree to promptly reimburse us in full for the overpaid amount.
- Policies and Pricing
Customers who purchase products through this program will be deemed to be
customers of Blue Squirrel. Accordingly, all Blue Squirrel rules, policies
and operating procedures concerning customer orders, customer service
and product sales will apply to those customers. We may change our
policies and operating procedures at any time. For example, we will
determine the prices to be charged for products sold under this program in
accordance with our own pricing policies which may periodically vary.
- Identifying yourself as an Affiliate
We will supply you with a graphic image(s) or a phrase(s) that identifies the
Approved Site as a Program participant. You agree to prominently display
this logo or the phrase "In association with Blue Squirrel" on the Approved
Site, or such other logo or phrase of which we may provide you notice of
periodically. In addition, we encourage (but do not require) you to include a
link to the Blue Squirrel home page at http://www.bluesquirrel.com.
- Limited License
We grant you a non-exclusive, revocable right to use the logo and message
described in Section 7, solely for the purpose of identifying your site as a
Program participant and to promote product sales. You may not modify the logo,
the message or any of our images in any way. We reserve all of our rights in the
logo, the message, any other images, our trade names and trademarks and all other
intellectual property rights. We may revoke your license at any time, by giving you
- Accountability for your site
You will solely be held accountable for the development, operation and maintenance
of your site and for all materials that appear on your site. You will solely be held
accountable for various items, some of which include but are not limited
to the following:
We disclaim all liability for these matters. Further, you will indemnify and
hold us harmless from all claims, damages and expenses (including,
without limitation, attorneys' fees) relating to the development, operation,
maintenance and contents of your site.
- The technical operation and all related equipment.
- All Blue Squirrel product description links posted on your site must correspond
with the correct order page on the Blue Squirrel site.
- Ensuring that posted materials do not violate or infringe copyright, trademark,
privacy or other personal or proprietary rights of any third party; and are not libelous or otherwise illegal.
- Ensuring that posted materials on your site are accurate and appropriate, and
that your site is not sexually explicit or offensive to the average person.
During the term of this Agreement, you will continue to offer at least the same
level of quality on your site as it currently has, and you will not do anything to
disparage or damage the reputation of Blue Squirrel, or its products or services.
- Terms of the Agreement
The term of this Agreement will begin upon our acceptance of your Program
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. You are only eligible to earn
referral fees on sales occurring during the term, and fees earned through the
date of termination will remain payable only if the related subscriptions are
not canceled or returned. We may withhold your final payment for a reasonable time
determined in our discretion to ensure that the correct amount is paid. On termination of this Agreement for any
reason, you must immediately remove all Blue Squirrel logos and other materials
from your site and you must remove any references to any association with
We may modify any of the terms and conditions contained in this
Agreement, at any time and in our sole discretion, by posting a change
notice or a new agreement on our site. We will notify you of any changes made to the Agreement.
Modifications may include, for example, changes in the scope of available referral fees, 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 OUR POSTING AND NOTIFICATION TO YOU OF A CHANGE NOTICE OR
NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING
ACCEPTANCE OF THE CHANGE.
- 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 not have, and will
not represent that you have, any authority to make or accept any offers or
representations or otherwise act on our behalf.
- Limitation of Liability
We will not be liable for indirect, special or consequential damages,
(including 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. Our aggregate liability arising with respect to this
Agreement and the Program will not exceed the total referral fees paid or
payable to you under to this Agreement.
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, non-infringement 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.
- 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.
- CHANGE THE TERMS OF THIS AGREEMENT ON A GOING FORWARD BASIS.
- 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.
This Agreement will be governed by the laws of the United States and the
State of Utah, 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 Salt Lake County, Utah 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 provision or any other provision of this Agreement.