Each participant in the affiliate program offered by The Paint Basket Limited (the “Program Operator”) at http://www.paintbasket.com (this website) (the “website” or "our site") expressly agrees to this affiliate agreement.
NOTICE: Please read this agreement carefully. Unless you expressly agree and consent to this agreement, you may NOT participate in the affiliate program. By participating in the affiliate program, you are agreeing to comply with and be legally bound by the terms and conditions of this agreement. If you do not agree to all of the terms of this agreement, please do not register for the affiliate program.
Throughout this agreement, “affiliate program” refers to the affiliate program operated by the Program Operator.
This Agreement contains the complete terms and conditions that apply to your participation as an affiliate in the affiliate program of the Program Operator, and the establishment of Links from your affiliate Web site ("Affiliate Site" or "your site") to our site.
To begin the enrollment process, you must submit a complete affiliate program application.
We will evaluate your application in good faith and will notify you of your acceptance or rejection in a timely manner.
We may reject your application if we determine, in our sole discretion, that your site is unsuitable for the affiliate program for any reason including, but not limited to, inclusion of content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable.
If we reject your application, you are welcome to reapply to the affiliate program at any time.
If we accept your application and your site is later determined by us, in our sole discretion, to be unsuitable for our affiliate program, we may terminate this agreement.
Each affiliate is an independent contractor of the Program Operator and not an employee. Nothing herein is intended to create an employer/employee relationship. The affiliate agrees that he / she does not aquire any rights in the Program Operators company and agrees to ensure that no such right is inferred, whether directly or indirectly.
COMMISSIONS & REFERRAL FEES
Whenever someone orders through your affiliate link, your affiliate ID is credited with a referral fee. The commission/referral fee amount varies from product, service or opportunity. The rate at which your referral fee is generated can be found on the website and is subject to change at any time. If the website is does not mention the commission rate, then the base rate is 45%.
Money credited to your account does not accrue interest.
INCOME TAX LIABILITIES
Each affiliate acts as an independent contractor and as such is responsible for any or all income taxes and any other tax liabilities that affect or concern the income generated from the sale of the products or services as an affiliate of the Program Operator, in your country, state or location.
Commissions are paid once per month on the 28th day of the month for sales made from the first through the last day of the previous month, and are paid by the Program Operator.
There is a minimum commission amount of $100. This is the minimum amount that you must earn before you will be paid commissions. In any commission period, your commission must exceed this amount before you will receive any sums for that period. Commissions below this minimum amount will be held until such time as the commission equals or exceeds this amount.
Commissions are not paid for any sales for which payment has not been received, or for any transaction that has been rejected for any reason.
If a transaction incurs a charge-back, or if an online transaction is not completed in every way, no commission payment is due to the affiliate. If a commission has already been paid, then it will be deducted from an active affiliate's future commissions.
All commissions are paid in US Dollars via PayPal.
Each affiliate is responsible for keeping their Paypal payment details up to date. If you later terminate the account or the account becomes unavailable for any reason, the Program Operator is not responsible for your not receiving the money. If the Program Operator is unable to pay commisions for a period of 365 days due to incorrect Paypal payment information, the affiliate agrees that those commissions are considered to be abandoned by the affiliate and will be forfeited by the affiliate.
The affiliate may NOT use his / her affiliate link to purchase any of the products supplied by the Program Operator. The affiliate agrees that by doing so will result in immediate termination of your affiliate status and you shall forfeit any commissions/referral fees that may be due.
MIXING OF PRODUCTS
As an affiliate of the Program Operator, your website on which you advertise any products or services of the Program Operator may only include information, images and products that have an age restriction of A (all ages). On any website on which you include any reference whatsoever to the Program Operator, its products, services, and eBooks, you may NOT include any reference whatsoever to any form of "Adult" content. Any violation of these requirements will result in immediate termination of your affiliate status and you shall forfeit any commissions/referral fees that may be due. In the event that any violation of these requirements results in the suspension or termination of any payment processor for or the Program Operator, you shall be liable for any consequential or actual damages that the Program Operator may incur.
PAYMENT PROCESSOR FEES
All commissions are calculated based on the net transaction. In other words, all payment processor fees are first deducted from the sums collected from the customer. Then, all payment processor fees are deducted. The remaining amount is a commissionable sale. The commission rate listed on the website is then applied to determine the amount due the affiliate. Any sums paid for payment processor fees are not commissionable. The Program Operator may also charge a per transaction fee for every transaction processed. In the event that a per transaction fee is applied, the amount of the fee can be seen on the website. Any such fee is not commissionable and is also deducted from the sums paid by the customer, prior to the calculation of any commission.
SPAM & UNSOLICITED COMMERCIAL EMAIL (UCE)
The Program Operator does not tolerate the sending of unsolicited bulk emails (UCE or SPAM) which promote, or make reference to the Program Operator, or any of their associated companies or websites, Partners, or employees, the websites, products or services. The provisions of our general Terms and Conditions pertaining to UCE or SPAM as can be found on the home page of our site shall apply to each affiliate. Any affiliate who, in the opinion of the Program Operator, breaches this rule will have their affiliate status canceled and any outstanding commissions will be forfeited.
The Program Operator and their associated companies operate with the strictest codes of professional conduct. Any affiliate who brings the the Program Operator or their employees, partners, or associates into disrepute, or who promotes any form of slander, racism, or unfair business practices, will have their affiliate status canceled and any outstanding commissions will be forfeited.
The Program Operator reserves the right to reject or terminate this affiliate agreement if, in the Program Operator's opinion, that person or entity violates established laws or commonly held standards of decency. For example, we will reject applications from any person or company that promotes any form of violence, illegal activities, or from applicants who the Program Operator prefers not to be associated with.
AFFILIATE SALES & TRACKING
After signing up for the affiliate program, you will receive a unique affiliate URL which you will use to advertise the website. When someone clicks through this URL, a cookie will be set in their browser with your affiliate ID. Their IP address may also be logged with your affiliate ID. During that visit to the website or any later visit, within 90 days, when a purchase is made the commission will be given based on the existence of the cookie.
In order to receive proper credit for sales, a person or entity must purchase through your unique affiliate URL. Masking or cloaking of the links (whether done by software or by a script, and sometimes referred to as "affiliate link cloaking") may or may not work with parts of the Sites. The Program Operator allows masking or cloaking but You must provide a repeatable process for our verification of the cloaked link, otherwise the use of the masked or cloaked link is disallowed.
TERM & TERMINATION
This agreement will begin upon your sign-up with the affiliate program and will end when either you or the Program Operator terminates your affiliate status, or if your account is inactive in any continuous twelve month period. An affiliate may terminate this agreement at any time, and for any reason, by writing to - or emailing - the Program Operator at the email address listed on the website. The affiliate may not transfer this agreement, or any rights conveyed in this agreement, to any third party whatsoever.
The Program Operator may also terminate this agreement at any time, and for any reason, by writing to affiliate at the email address listed in the affiliate's Profile, with 30 days notice. the Program Operator may transfer this agreement to any party whatsoever, at any time, and this agreement shall remain in full force and effect, without notice to affiliate. However, if this agreement should terminate for cause due to violation of this agreement or the Terms and Conditions, this agreement shall terminate immediately and affiliate shall forfeit all right to any commissions then due.
RIGHTS TO MODIFY AGREEMENT
The Program Operator, and its associated companies may, in good faith, modify any of this agreement and/or the Terms and Conditions (including the affiliate Commission Schedule), at any time and at its sole discretion, by posting a change notice or a new agreement on the website. These changes will come into force immediately upon posting. The affiliate's continued participation in the affiliate program following the said posting of a change notice or new agreement shall constitute binding acceptance by the affiliate of the change.
If any modification to this agreement is not acceptable to the affiliate, the affiliate's only recourse is to terminate this agreement. Upon termination of this agreement, the former affiliate must remove all affiliate links and graphics from its web site, and refrain from publishing same in any manner whatsoever.
It is understood that any individual that uses the Program Operator system shall not use it in connection with obscene, defamatory, slanderous, hateful, illegal or politically disruptive material, the definition of which shall be at the sole discretion of the Program Operator. It is also understood that affiliates shall not try to cheat the system in an effort to increase their payments due. If such misuse is detected, the affiliate will be immediately terminated as an affiliate and any sums paid and any sums payable as and for commissions will be withheld. All affiliates further agree to refrain from engaging in any hostile activity toward the system. Any individual that engages in such hostile activity, such as hacking, shall be held liable for any loss sustained by the Program Operator, or its associates due to such action.
There is no warranty or guarantee of any kind with respect to the Program Operator system as far as reliability, stability, quality or dependability. This means that the Program Operator, or its associates is not responsible for any loss or damage incurred directly or indirectly due to the use of the Program Operator website, products, services, or any other facet of the system. This shall include, but is not limited to, any system malfunction, period of being inoperative or unavailable, loss of data or discontinuation of service, other inconveniences.
Affiliates shall be charged NO FEE by the Program Operator for setting up an account to join affiliate programs or to join any program.
ELECTRONIC COMMUNICATIONS & EMAIL
The Program Operator requires your primary email address be listed in your affiliate Profile. Affiliates will not be able to use the website or participate in the affiliate program until their email addresses are verified. Those who fail to verify their email address or use an email address that generates an error response consistently (e.g., "User is over quota" or "Mailbox full") will forfeit any commissions due and this contract will be terminated immediately. You may not use an email address with an auto responder as your Program Operator email address. When you visit the Program Operator's websites or send emails to, you are communicating electronically. You consent to receive communications from the Program Operator electronically. The Program Operator will communicate with you by email or by posting notices on this site. You agree that all agreements, notices, disclosures and other communications that the Program Operator provides to you electronically satisfy any legal requirement that such communications be in writing. If you are an affiliate, you understand that you may NOT opt out of any emails that you receive from the Program Operator. As an affiliate, you must continually have a valid email account on file with the Program Operator or we reserve the right to terminate your participation immediately, without any refund of any license fees paid or payment of any commission due.
UNAUTHORIZED CHARGING OR RECEIPT OF PAYMENTS THROUGH THE SITES
No affiliate, or other person or entity may use the website, or the Program Operator payment processing system, for private transactions. Any revenue collected through the website or through the the Program Operator payment processing system may become the sole property of the Program Operator . Any revenue collected through the the Program Operator payment processing system may become the sole property of the Program Operator. Specifically, affiliates may not link to the website for processing of products or services that are not wholly sponsored by the Program Operator and authorized by the Program Operator and further, may not link to the website for processing of any products beyond what the Program Operator has identified as salable products for the website and specific affiliate sales. Should any affiliate of the Program Operator or other person or entity construct links that process orders through the Program Operator payment processing system, the act will be considered an attack of computing resources with intent to damage the website and therefore treated as a serious computer crime. Violators will be prosecuted to the fullest extent of the law.
AFFILIATE IDENTIFICATION NUMBERS
You will be provided an affiliate identification number. Your affiliate ID number may be numeric and/or CaSe sEnSitIvE. For example, the code 'learn_more' is different from 'Learn_More'. You are responsible for maintaining the secrecy and security of your affiliate ID number and password. You agree to hold the Program Operator harmless in the event that any such information is shared by you with any other person or entity whatsoever.
NO PREDATORY ADVERTISING
All affiliates in the affiliate program agree to refrain from any type of predatory advertising practices, the definition of which shall be at the sole discretion of the Program Operator, and shall include, but not be limited to, dynamically replacing the affiliate ID of one affiliate with that of another with the effect of "stealing" the commission away from the affiliate that earned it, whether this be intentional or not. Affiliates may not adjust any of the supplied affiliate links to reset cookies or bypass other safeguards in the system. Affiliates understand that engaging in such practices is grounds for immediate termination and forfeiture of any earned commissions.
The Program Operator will not be liable for indirect or accidental damages (loss of revenue, commissions) due to affiliate system sale tracking failures, commission processing system failures, losses of database files or backups thereof, attacks on computing resources, computer viruses, the continued viability of their products, any results of "intents of harm" to the program, or acts of God or Nature. The Program Operator makes no claim that the operation of the websites or the Program Operator network will be error-free nor will the Program Operator be held liable for any interruptions or errors.
a) If any part of this agreement or the Terms and Condition is declared void, this agreement and the Terms and Conditions shall, to the maximum practicable extent, be construed without reference to that part. No term or provision of the Agreement shall be waived unless in writing and signed by the party waiving the provision, and any waiver shall apply only to the specific event or situation which it describes and shall not be continuing. No affiliate may assign or sublicense this agreement without the Program Operator's prior written consent.
b) IF THE FOREGOING LIMITATIONS OR THE LIMITATIONS WITHIN THE TERMS AND CONDITIONS ARE HELD TO BE UNENFORCEABLE, THE PROGRAM OPERATOR'S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT TO ANY PERSON OR ENTITY SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY THAT PERSON OR ENTITY FOR THE PRODUCT, SERVICE, AND OR EBOOK OR SOFTWARE (LICENSE).
c) To the extent you have in any manner violated or threatened to violate the Program Operator’s intellectual property rights, the Program Operator may seek injunctive or other appropriate relief in any court located in New Zealand, and you consent to exclusive jurisdiction and venue in such courts. Use of the Program Operator website is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and the Program Operator as a result of this agreement or use of the website, products, and/or services. The Program Operator's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of the Program Operator's right to comply with governmental, court and law enforcement determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.
d) This Agreement shall be governed and construed in accordance with the laws of New Zealand applicable to agreements made and to be performed in New Zealand. You agree that any legal action or proceeding between the Program Operator and you for any purpose concerning this agreement or the parties' obligations hereunder, will first attempt to be resolved with the help of a mutually agreed-upon online mediator. Any costs and fees (other than attorney fees) associated with the mediation will be shared equally by each of us.
e) If it proves impossible to arrive at a mutually satisfactory solution through online mediation, we agree to submit the dispute to binding arbitration at the following location: for legal actions or proceedings between the Program Operator and you, in Auckland, New Zealand under the commercial rules of the New Zealand Arbitration Association. Judgment upon the award rendered by the arbitration may be entered in any court with jurisdiction to do so.
In no case shall you have the right to go to court or have a jury trial. You will not have the right to engage in pre-trial discovery except as provided in the rules; you will not have the right to participate as a representative or member of any class of claimants pertaining to any claim subject to arbitration; the arbitrator's decision will be final and binding with limited rights of appeal.
f) Any cause of action or claim you may have with respect to the website, the products, the services, or the eBook(s), must be commenced within ninety (90) days after the claim or cause of action arises or such claim or cause of action is barred. The Program Operator 's failure to insist upon or enforce strict performance of any provision of this agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this agreement. the Program Operator may assign its rights and duties under this agreement to any party at any time without notice to you. Use of headings in this document is for convenience only and does not identify legal boundaries or terms explicitly.
g) The Program Operator may modify this agreement, and the agreement this creates, at any time, simply by updating this posting and without notice to you. This is the ENTIRE agreement regarding all the matters that have been discussed.
h) The Program Operator may transfer any rights or responsibility that it may have to any person or entity whatsoever. Nothing herein shall alter or encumber the right of the Program Operator to transfer any such rights or responsibilities. Any transfer by the Program Operator shall cause this agreement, and any other agreement then in effect (as well as any other contract between you and the transferring party) to transfer simultaneously, all without permission.
i) Should this affiliate program be deemed illegal in any jurisdiction, the Program Operator has the right to immediately terminate this program, without recourse. If the payment processors utilized by the Program Operator determine that sales made through affiliates cannot be processed through the payment processor, then the Program Operator has the right to immediately terminate this Program, without recourse. Nothing herein is intended to imply that the Program Operator will always offer any affiliate program, or this affiliate program, for all products, services, and/or opportunities sold by the Program Operator on the websites or that the Program Operator will offer any affiliate program whatsoever.
Any rights not expressly granted herein are reserved.