Worldwide Brands Affiliate Agreement

Last Revision: 07/29/2008 - Changes to agreement indicated in blue

Affiliate Service Agreement (the "Agreement") is made by Worldwide Brands ("www.worldwidebrands.com”), and you, as an Affiliate user of the Worldwide Brands Affiliate Program ("You", "Your", "Affiliate"). To be an authorized Affiliate of Worldwide Brands, You agree to abide by the terms and conditions contained in this Agreement. Please read this Agreement carefully before registering and using the Worldwide Brands Affiliate Program. By signing up for Worldwide Brands Affiliate Program, you indicate Your acceptance of this Agreement and its terms and conditions. If You do not accept this Agreement, do not sign up for the Worldwide Brands Affiliate Program.

Enrollment in the Program - You may submit a completed Program application to begin the enrollment process. Submission of your application to the Worldwide Brands Affiliate Program implies acceptance to the terms set forth in this Agreement. We will evaluate your application and notify you of your acceptance or rejection through our third party solution provider. Please allow 24 – 48 hours for your submission to be reviewed. Please note that should a sale be processed prior to the affiliate account submission has been approved you will not receive commission for the sale unless you contact a member of the affiliate team. We may reject your application if, in our sole discretion, we determine for any reason that your site is unsuitable for the Program.
Unsuitable sites include, but are not limited to, those that:

• Promote sexually explicit material
• Promote violence or hate toward any persons or groups;
• Promote illegal activities;
• Promote the use of pyramid, "ponzi", or similar investment schemes;
• Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
• Contain, in our sole judgment, material that is defamatory, fraudulent, or harassing to us or any third party;
• Otherwise violate intellectual property rights of Worldwide Brands, Worldwide Brands, and/or partners/subsidiaries thereof according to US and international law and the laws of the State of Florida.
• Disparage Worldwide Brands or the suppliers listed in the directories

Regardless of your acceptance in the Program, we may terminate this Agreement for any reason, at any time. The terms of this Agreement and our acceptance criteria are subject to change at any time without prior notice. All decisions for acceptance into the Worldwide Brands Affiliate Program will be made within our sole discretion. If your Application is not accepted, you may reapply to the Program at any time; however, you should not and may not link to our site unless you are approved for the Program.

Terms of the Agreement - The term of this Agreement will begin upon our acceptance of your Affiliate 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 termination, all Worldwide Brands related content and links shall be promptly removed from your site. 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 orders are not canceled or returned. In the event overpayment is made by us, you agree to promptly remit such excess payment upon notification by us. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

Contact Information - You must provide valid contact information including physical mailing address, email address and phone number to participate in the Worldwide Brands Affiliate Program. Your contact information will only be used for the purposes of contacting you with information regarding the affiliate program and Worldwide Brands. It will not be resold or used for any other purposes. If Worldwide Brands can not contact you within a reasonable period and your account is inactive, the account will be deactivated.

Compensation Terms and Payment Schedule: Affiliates earn commissions through a pay per sale platform and is defined as follows:

• 25% commission on sales earned directly through first tier links. Commission is based on final purchase price. Purchase price is subject to change.
• 10% commission on sales earned through all second tier links. Commission is based on final purchase price. Purchase price is subject to change.
• 180 day affiliate cookie life span
• Minimum Payout amount is $125.00 (Effective 8/1/08).
  Minimum Payment payout is based on Product Price and is subject to change.
• Commission checks and PayPal payments are issued by the 15th of the month for the previous month’s sales. Payments will be issued after the minimum payout has been obtained. Regular PayPal fees and international check processing fees still apply and are not covered within the commission payment.
• Tracking of all commissions, click thrus, impressions, and confirmed sales is conducted by a third party solution provider. Click thrus, impressions, and sales are real-time statistics. 
• Iframes and framesets of the www.WorldwideBrands.com website are not permitted. Internet Explorer blocks all cookies when iframes are used; therefore, affiliate cookies can not be tracked for the purpose of crediting commissions. It is the responsibility of the affiliate to confirm that links provided within the Affiliate Center are used to ensure that cookies will be set. Affiliates are encouraged to contact the Affiliate team to have any new links tested to confirm that they have been set up correctly. Redirects are acceptable.
• Cloaking of the affiliate id is not permitted due to tracking purposes. The affiliate id must be in the URL for the cookie to be set. Worldwide Brands is not responsible for missed sales due to cloaking programs used by an affiliate for cloaking affiliate id. If there are any questions or concerns pertaining to cloaking, please contact the members of the Affiliate Team.
• Checks not deposited within 180 days will be automatically cancelled.
• Worldwide Brands is not responsible for unclaimed affiliate checks after 6 months from check issue date. Worldwide Brands is also not responsible for checks returned due to wrong contact information. Worldwide Brands will make reasonable attempts to contact affiliates of returned checks given the contact information from affiliates. It is the affiliate’s responsibility to keep contact information updated at all times.
• Any sales that are cancelled or returned will not be counted as confirmed sales and you will not receive the commission for that return. In the event a refund occurs on the following month after checks have been distributed, the next month will show the returned commission.
• By federal law, Worldwide Brands is required to file 1099s for any company or person in the United States of America earning over $600.00 for the calendar year. Worldwide Brands will provide a W9 form for you to fill out after initial account setup. USA based affiliates are required to submit a W9 to Worldwide Brands prior to receiving the first commission check. Commission checks will be held until the W9 form is received. An updated W9 form will need to be submitted annually. If a W9 form is not submitted after several requests from Worldwide Brands, Checks will be held and Affiliates accounts will be suspended. Accounts will be reactivated after a W9 Form has been submitted.
• International Affiliates (affiliates residing outside the United States) are required to submit a W8BEN prior to receiving the first commission check. Worldwide Brands will provide a W8BEN form for you to fill out after initial account setup.  Commission checks will be held until the W8BEN form is received. Completion of these forms is a US government requirement. Taxes are not withheld by Worldwide Brands, but without the form on file payments can not be sent to international account holders.
• International Affiliates are required to have a PayPal email address to receive payments.
• Affiliates may not sign up as their own 2nd tier affiliates. Any accounts found with this occurrence will automatically be suspended, and 2nd tier commissions received will be deducted from commissions earned.
• Affiliate may not purchase Worldwide Brands products under their own affiliate id.
• By choosing to join this Affiliate Program, you opt-in to receive Worldwide Brands monthly Affiliate Newsletter. All issues of the Affiliate Newsletter will be posted for viewing online in the Affiliate Center and/or affiliate account.

Countries not eligible for program: Any applications received from IP or mailing addresses within the countries listed below will be automatically denied acceptance to the Worldwide Brands affiliate program. Any affiliates found to be operating sites out of these countries will be automatically suspended, and their accounts removed from the program. Countries not eligible for program:  

Bangladesh Indonesia Malaysia Cuba Iran

Iraq Libya North Korea Sudan Rwanda

International affiliates must be able to obtain a PayPal account for commission payment purposes.

Modification to Agreement: 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 this site. 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 of a change notice or new agreement on our site will constitute binding acceptance of the change.

Responsibility for Your Site and Marketing: You will be solely responsible for the development, operation, and maintenance of your site and for all content that appears on your site. For example, you will be solely responsible for:

• The technical operation of your site and all related equipment;
• Creating and posting product descriptions on your site and linking those descriptions to our site;
• The accuracy, timeliness and appropriateness of content posted on your site (including, among other things, all product-related materials);
• 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 content posted on your site is 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, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.
All content on the Worldwide Brands site is copyrighted material and copyright violations will be treated seriously.

Not Affiliated with OneSource.com

OneSource by Worldwide Brands is not affiliated in any way with OneSource.com, OneSource Information Services, Inc., or it's parent company, infoUSA. OneSource by Worldwide Brands helps home-based Internet Business Owners decide what products to sell online, and where to get those products from genuine, verified wholesale suppliers.

OneSource by OneSource Information Services, Inc., provides Corporate Information Services including identifying sales prospects, monitoring competitive corporations, tracking company performance, managing customers effectively, and more.

These are two completely different companies and types of products. The companies do not share principals, officers, directors, members and/or shareholders and are completely unrelated. The purpose of this disclaimer is merely to prevent the danger of any consumer confusion.

You may not reference “OneSource” on or in any of your marketing efforts for Worldwide Brands Inc.

OneSource.com is considered a third party.

Better Business Bureau (BBB) Online Brand Policy: Per the policies of the BBB Online Reliability Online Program, only approved BBB brands can be displayed on approved Worldwide Brands websites. It can not be displayed on any affiliate websites. Affiliates may link to the Worldwide Brands home page where the BBB Brand is located but may not copy or link to the BBB Online Program directly on their websites. You agree that you will not use the BBB Online Brand inappropriately, and if contacted by Worldwide Brands, will immediately remove all references or images pertaining to the BBB Online program. If affiliates are members of any of the BBB Programs, it must be clearly indicated on the website that any references of BBB images are referring to the affiliate's site and not Worldwide Brands.

Reciprocal Link Policy: Worldwide Brands does not participate in a reciprocal link program. By agreeing to this agreement, you understand that Worldwide Brands will not promote your website or any products on your website unless arrangements have been negotiated between the partners of Worldwide Brands and yourself. Worldwide Brands, at any time and in our sole discretion, may select specific websites to be promoted on our websites on an individual basis.

Limited License: We grant you a nonexclusive, nontransferable, revocable right to access our site through the links solely in accordance with the terms of this Agreement, for the sole purpose of linking your site to our site, solely for the purpose of identifying your site as a participant in the Program and assisting in increasing traffic to Worldwide Brands. You may not alter, modify, or change the links in any way. You are only entitled to use the links to the extent that you are a member in good standing of the Worldwide Brands Affiliate Program. We may revoke your license anytime by giving you written notice. You may use anything outside our membership are as long as it promotes Worldwide Brands only. You may not publish anything in anyway from our directories.

Privacy Policy: 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 vendor 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.

Fraud: If you commit fraud or falsify information in connection with registering users with Worldwide Brands through the links on your site, this Agreement will be terminated immediately. In addition, you will be liable to Worldwide Brands for any and all damages that Worldwide Brands suffers as a result of such actions. You will also be responsible for returning to Worldwide Brands all commissions received for fraudulent sales, and we will not hesitate to pursue all legal causes of action against you to the fullest extent possible under the law.

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 referral fees paid or payable to you under to this Agreement.

Miscellaneous: This Agreement will be governed by the laws of the United States and the State of Florida, 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 Orange County, Florida, 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.

Anti-SPAM Policy: Worldwide Brands does not tolerate the use of spamming techniques. Worldwide Brands reserves the right, at any time and in our sole discretion, to report any business or person using any version of these techniques. Affiliates will be immediately removed from the program and all pending commissions forfeited

Spyware And Other Parasites: Any affiliate suspected of a relationship, formal or informal, with any provider of spyware or parasitic software (as judged by any interference with the operation by design of Worldwide Brands and/or its partner sites) is subject to punitive actions by Worldwide Brands, without notice, including but not limited to: suspension of affiliate account; termination of affiliate account; withholding of payments to affiliate; and public notification of affiliate's suspected malfeasance. Worldwide Brands encourages affiliates to report suspicions of such relationships; and, should substantial proof, as judged by Worldwide Brands, be provided, Worldwide Brands reserves the right to assign a value equal to unpaid monies earned by the offending affiliate (or a part thereof) to the reporting affiliate as a bounty.

Disclaimer: 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; however, we will make commercially reasonable efforts to correct errors or interruptions promptly.

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.