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EZ-DIRECT DEPOSIT AFFILIATE PROGRAM AGREEMENT
TERMS AND CONDITIONS

This EZ-Direct Deposit Affiliate Program Agreement (the "Agreement") sets forth the terms and conditions regarding the EZ-Direct Deposit Affiliate Program (the "Program") of Coastal Software & Consulting, Inc. ("Coastal").

BY CLICKING ON THE "APPLY" BUTTON AT THE END OF THE AFFILIATE APPLICATION, YOU (IF YOU ARE ACTING ON BEHALF OF YOURSELF AS AN INDIVIDUAL) OR YOUR COMPANY (IF YOU ARE ACTING ON BEHALF OF YOUR COMPANY) (THE "AFFILIATE") AGREE(S) TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY BEFORE ACCEPTING ITS TERMS.

1. Definitions. Capitalized terms in this Agreement will have the meanings set forth below or attributed to them in various sections of the Agreement. However, use of the term "Affiliate" in this Agreement shall not be interpreted or construed to mean that any party to this Agreement is an "affiliate" of any other party for purposes of any federal and state securities laws.

"Affiliate Originated Visitor" means a unique end-user who accesses the Coastal Site through an Affiliate Link on the Affiliate Site.

"Coastal Brand Features" means Coastal trade names, trademark, service mark and/or logo authorized by Coastal and found at www.ezdd.com.

"Coastal Content" means Coastal-provided small-business focused articles and other content.

"Coastal Product" means the EZ-Direct Deposit software products excluding trial, evaluation and demonstration copies.

"Coastal Site" means the Coastal World Wide Web site which is the destination of the URL included by Coastal in the Link.

"Intellectual Property Rights" means all rights in and to trade secrets, patents, copyrights, trademarks, know-how, as well as moral rights and similar rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to any of the foregoing.

"Link" means a hypertext and/or graphical link, to or from one web site to another web site which allows an Affiliate Originated Visitor to automatically transfer from the Affiliate Site to the Coastal Site.

2. Enrollment in the Program. To begin the enrollment process, Affiliate will submit and complete Affiliate Program application via www.ezdd.com. Coastal will evaluate Affiliate's application and notify you of your acceptance or rejection of your application. Coastal may reject your application and reserves the right to terminate this Agreement for any reason with or without notice to Affiliate including but not limited to a determination that the Affiliate Site is unsuitable for or incompatible with the Program.

3. Links. Affiliate agrees to promptly post at least one Link (the "Affiliate Link(s)") to the Coastal Site at one (or more) web sites owned or operated by Affiliate (the "Affiliate Site(s)") in no event later than five (5) business days following Coastal's acceptance of Affiliate into the Program. Affiliate Links may not be placed in newsgroups, unsolicited e-mail, banner networks, counters, chatrooms or guestbooks. Any Affiliate Link placed must be done so in such a way that it is not misleading to any Affiliate Originated Visitor and done so with the intention of delivering users to the Coastal Site for that Link. Affiliate acknowledges that the Affiliate Site will include the Coastal Brand Features, and Affiliate has no right to alter, remove, or customize the Coastal Brand Features. Affiliate will not use or display the Link(s) or the Coastal Brand Features in a manner that is defamatory, misleading, libelous, obscene or otherwise potentially damaging to the reputation of Coastal, or the goodwill associated with the Coastal Brand Features.

4. Affiliate Obligations. Affiliate will be solely responsible for the development, operation and maintenance of Affiliate Site and for all materials that appear on Affiliate Site, including but not limited to: (a) the accuracy and appropriateness of materials posted on Affiliate Site; and (b) ensuring that materials posted on Affiliate Site do not violate or infringe upon the rights of any third party. Affiliate hereby agrees to indemnify, defend and hold harmless Coastal, its shareholders, officers, directors, employees, agents, partners, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including, without limitation, attorneys' fees) arising from the development, operation, maintenance and contents of Affiliate Site.

5. Competitive Services. If you are approved as an Affiliate, Coastal would prefer that you not be an affiliate or otherwise promote, market or sell any products that are competitive with Coastal Products. If you do market competitive products and services, you agree to place our Link, banners, and any other content identifying Coastal and/or describing the our products and services (the "Content") in a location and in a manner on your Site that is equal to or better than the location and manner in which you place a competitor's Content.

6. Order Processing. Coastal will process orders placed by users who follow the Links from Affiliate's Site to Coastal's Web Site. Coastal reserves the right to reject or withhold acceptance or fulfillment of orders for any reason or for no reason, including but not limited to the failure of any customer making an order to comply with our terms and conditions of sale, (which we may revise periodically without notice to you). Coastal will be responsible for all aspects of order processing and fulfillment. The amount of sales generated using the Affiliated Links from Affiliate Site to Coastal Site will be tracked by Coastal (the "Tracking Data").  To permit accurate tracking and reporting, Affiliate must ensure that the Links between Affiliate Site and Coastal Site are properly formatted and are maintained.

7. Commissions. Only Coastal Products that are purchased by a user linking to Coastal Site from Affiliate Site pursuant to a Link ("Linked User"), for which purchase Coastal has received full payment (collectively a "Qualifying Purchase"), will qualify for a commission ("Commission"). No Commission will be paid if the visitor to the Coastal Site cannot be tracked or if the visitor to the Coastal Site accesses the Coastal Site by a means other than the use of the Link. Commission rates ("Commission Rates") will be based on the amount actually paid to us for Qualifying Purchases, excluding amounts collected by us for sales taxes, duties, shipping, handling, and similar charges, amounts due to credit card fraud and bad debt, and credits for returned goods ("Net Sales"). The current Commission Rate is 20% of the Net Sales received by Coastal, payable in U.S. dollars. Although it assumes no obligation to do so, Coastal may, from time to time, offer additional incentives to its Affiliates.

8. Payments. Subject to Section 7 above, Coastal will pay Affiliate the Commissions earned which payments will be calculated on a quarterly basis. Approximately forty-five (45) days following the end of each calendar quarter during the agreement, Coastal will send Affiliate a check for the Commissions you earned in such quarter, less any other fees or reduction for returns that Coastal is required by law to withhold, and excluding fraudulent, redundant, or non-qualifying Commissions. If the Commissions payable to Affiliate for any calendar quarter are less than $100.00, Coastal will hold those fees until the total amount due is at least $100.00 (unless this Agreement is terminated). Affiliate may be taxed on the accrual of Commissions, depending on the tax laws of Affiliate's federal, state, and local jurisdictions. Affiliate shall be responsible for any and all tax liability arising out of your accrual or receipt of Commissions and Affiliate hereby agrees to indemnify and hold Coastal harmless from any and all claims, damages and expenses (including, without limitation, attorneys' fees) arising from such tax liability.

9. License Grant. Coastal hereby grants to Affiliate a limited, nonexclusive, royalty-free, nontransferable, worldwide license, without the right to sublicense, to use, reproduce, publicly perform, distribute and display the Coastal Brand Features and Coastal Content at the Affiliate Site solely in the form delivered by Coastal. Affiliate is only entitled to use the Coastal Brand Features and Coastal Content to the extent that the Affiliate is a member in good standing in the Program.

10. Reservation of Rights. Coastal reserves all rights other than those expressly granted in this Agreement, and no licenses are granted except as expressly set forth herein. Coastal retains all right, title, and interest in and to the Coastal Brand Features and the Coastal Site, together with all Intellectual Property Rights thereto.

11. Program Information. Coastal will own all right, title and interest in and to all information that is created or collected in the operation of the Coastal Site including, without limitation: (i) any contact information collected from any Affiliate Originated Visitors, (the "Contact Information"); and (ii) any information collected about product sales at the Coastal Site generated through the Affiliate Link(s), (the "Sales Information"). Coastal will make certain Sales Information available online to Affiliate from time to time. Affiliate will not disclose any Sales Information to any third party without Coastal's prior approval. Subject to the terms and conditions of this Agreement, Coastal grants to Affiliate a worldwide, non-exclusive, royalty-free license to use Sales Information solely in the manner and subject to the restrictions set forth in this Section.

12. Termination. This Agreement will become effective on the Effective Date and ends when terminated by either party in accordance with this Agreement. This Agreement may be terminated (i) by Coastal, with or without cause, and with or without notice to Affiliate, and (ii) by Affiliate, with or without cause, by removing the Coastal Brand Feature from the Affiliate Site, and notifying Coastal of its intention to terminate the Agreement. Upon termination or expiration of the Agreement: (i) all licenses granted herein shall terminate; (ii) Affiliate shall immediately remove any Affiliate Link(s) and Coastal Brand Features from Affiliate Site; (iii) Coastal will pay Affiliate any accrued and unpaid Fees, provided such fees exceed $25; and (iv) Sections 14, 15, 16, 17, 18, 20, and 21 and this sentence will survive. If Coastal should terminate this Agreement because Affiliate is in breach of a material term, Coastal may withhold Commissions payable to you in an amount equal to the amount by which Coastal believes in good faith that we have been damaged by such breach, including prospective damages and damages resulting from claims by third-parties caused by such breach.

13. Modification. At any time and in Coastal's sole discretion, Coastal may modify any of the terms and conditions contained in this Agreement by (i) posting a change notice or a new agreement on www.ezdd.com and/or (ii) e-mailing a revised agreement to Affiliate. If any modification is unacceptable to Affiliate, Affiliate's only recourse is to terminate this Agreement. Affiliate's continued participation in the program following Coastal's posting of a change notice or new agreement on www.ezdd.com and/or affiliate's receipt of a revised agreement will constitute binding acceptance of the modification.

14. Disclaimer. THE COASTAL SITE AND RELATED SERVICES ARE PROVIDED "AS IS" WITH NO WARRANTY, AND COASTAL EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, REGARDING THE COASTAL SITE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, COASTAL MAKES NO REPRESENTATION OR WARRANTY THAT THE LINKS, THE TRACKING DATA, THE OPERATION OF COASTAL'S SITE, COASTAL'S PROCEDURES AND SYSTEMS FOR TRACKING AND REPORTING SALES GENERATED BY YOUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND COASTAL SHALL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA. COASTAL SHALL HAVE NO LIABILITIES OR OBLIGATIONS UNDER WARRANTY OR OTHERWISE TO ANY OF YOUR CUSTOMERS FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE OR PERFORMANCE OF COASTAL'S PRODUCTS.

15. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL COASTAL BE LIABLE WHETHER IN TORT, CONTRACT OR OTHERWISE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR ANY LOSS OF REVENUE, PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, LOSS OF GOODWILL, WORK STOPPAGE, HARDWARE OR SOFTWARE FAILURE, OR OTHER PECUNIARY LOSS) ARISING FROM OR RELATING TO ANY PROVISION OF THIS AGREEMENT OR THE PROGRAM. WITHOUT LIMITING THE FOREGOING, COASTAL'S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO AFFILIATE UNDER THIS AGREEMENT.

16. Authority. If the person entering into this Agreement is acting on behalf of his or her company, such person represents to Coastal that he or she has all requisite corporate power and authority to enter into this Agreement on behalf of Affiliate, that this Agreement has been duly authorized by Affiliate and that this Agreement will constitute the legal, valid and binding obligation of Affiliate. Such person hereby agrees to indemnify and hold Coastal harmless from any and all claims, damages and expenses (including, without limitation, attorneys' fees) arising from any breach of this Section. If the person entering into this Agreement is acting on one's behalf, such person represents to Coastal that he or she is an individual, 18 years of age or older, who is a U.S. citizen or permanent resident and is not a citizen or permanent resident of Cuba, Iran, Iraq, North Korea, Libya, Sudan or Syria.

17. Publicity. Affiliate shall not create, publish, distribute, or permit any written material that makes reference to Coastal without first submitting such material to Coastal and receiving written consent from Coastal.

18. Relationship of Parties. Affiliate and Coastal are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship, or the relationship of principal and agent between the parties. Affiliate will have no authority to make or accept any offers or representations on Coastal's behalf. Affiliate will not make any statement, whether on Affiliate Site or otherwise, that reasonably would contradict anything in this Section. Affiliate, as an independent contractor, will have sole responsibility for its expenses, employees, sales representatives and agents.

19. Communications. Affiliate agrees that by becoming a EZ-Direct Deposit Affiliate, Coastal will contact you on a periodic basis with information about Coastal's affiliate programs.

20. Geographic Scope. All the rights and obligations of both Coastal and Affiliate are valid only within the United States.

21. Miscellaneous. This Agreement shall be interpreted in accordance with the laws of the State of Washington without reference to conflicts of laws provisions, and any legal proceeding arising out of this Agreement will occur in Clark County, Washington. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto. This Agreement contains the entire agreement between Coastal and Affiliate with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral, between Coastal and Affiliate with respect to the subject matter hereof. Affiliate may not assign all or any part of this Agreement without Coastal's prior written consent. Except as set forth in Section 13, this Agreement may not be modified without the prior written consent of both parties.

22. Notice. Any notice to be given hereunder will be in writing and given by facsimile, postpaid registered or certified mail return receipt requested, or electronic mail. The date of receipt shall be deemed the date on which such notice is given. Notice to Coastal will be directed to Coastal Software & Consulting, Inc., PO Box 872106, Vancouver, WA 98687-2106, Attn: General Counsel, Phone: (360) 891-6174, Fax: (360) 256-5802.

23. Assignment. 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 to this Agreement and their respective successors and assigns.

24. 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.

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