Affiliate Terms and Conditions
Affiliate Terms and Conditions
The NowShip Affiliate Terms and Conditions (“Terms”) are entered into by and between NowShip, Inc., (“NowShip”) and the entity executing these Terms or that accepts these Terms electronically (“Affiliate”) (each individually, a “Party”, together, the “Parties”).
NowShip provides a personal effects shipping service (the “PE Service”). Affiliate desires NowShip to offer its PE Service to Affiliate’s customers (the “Customers”) as a way of improving the overall travel experience for such Customers. NowShip is willing to offer its NowShip Service to Customers in accordance with these Terms. In consideration of the mutual promises contained herein, the Parties agree as follows:
NowShip shall collect, process, and recognize revenues received through sales referred by Affiliate (each an “Eligible Transaction”, and collectively “Eligible Transactions”). Sales shall not be binding until accepted by NowShip. NowShip reserves the right to reject any shipment when, in the judgment of NowShip, it may not comply with NowShip’s Terms of Service. A sale will be considered an Eligible Transaction only if it is not discounted from the then-current full published rate and is booked using one of the following referral methods (“Referral Methods”): (a) Completing a booking via phone using a unique telephone number provided to the Affiliate by NowShip. (b) Completing a booking via phone using a NowShip’s publicly available phone number and providing a unique Affiliate code provided by NowShip. (c) Completing a booking after entering the NowShip website by using a unique tracking uniform resource locator (URL) provided by the NowShip. (d) Completing a booking using the NowShip website and entering a unique Affiliate code, provided by NowShip, during the booking process.
COMMISSION & REMITTANCE
NowShip shall remit to Affiliate a commission equal to percentage of Net profits, unless otherwise agreed, of all money received by NowShip generated by Eligible Transactions. Net profits are determined at time of signup and are found on the Affiliate account page. NowShip shall remit payment for all commissions earned within thirty (30) days of the end of the fiscal quarter in which the final delivery of an Eligible Transaction occurs. NowShip will remit Commission payments via check payable in US Dollars.
NowShip Obligations. NowShip shall be solely responsible for all sale and service of PE Service, including, without limitation, customer service, web operations, payment authorizations, service support, quality and availability of services made available by NowShip. NowShip covenants that it shall provide end user policies (with respect to refunds and end user policies) and customer service in a professional manner consistent with the level of service NowShip provides to NowShip’s general customers.
Affiliate Obligations. Affiliate shall promote NowShip by posting a description of the PE Service and unique tracking hyperlinks, promotional codes, and unique phone numbers, provided by NowShip, on online and offline marketing material where appropriate. Affiliate shall not enter into any similar agreement with any company or organization whose primary business is curbside-to-curbside or door-to-door personal effects delivery. Affiliate shall take commercially reasonable efforts to prevent unique telephone numbers, promotional codes and URLs from becoming available to the general public.
NowShip’s website and its content, including any customized or “co-branded” pages that may be created for Affiliate are provided by NowShip on an “as is” basis. NowShip makes no representations or warranties of any kind, express or implied, as to the operation of the site, the information, content, materials, or products included on this website. NowShip, to the full extent permissible by applicable law, disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. NowShip will not be liable for any damages of any kind arising from the use of this website, including, but not limited to, direct, indirect, incidental, punitive, and consequential damages or any damages resulting from reliance on the content or information provided, loss of profits, lost data, or loss of use, even if advised of the possibility of such damage in advance. All product specifications are subject to change without notice.
In connection with these Terms, NowShip hereby grants Affiliate a limited and non-exclusive license to use the name, logo, copyright and servicemark and/or trademark owned or licensed by NowShip for the purpose of marketing the NowShip Service. Agent hereby grants NowShip a license to use Affiliate’s name as an Affiliate reference in NowShip marketing promotional materials. These licenses will terminate upon the termination of these Terms or as otherwise expressly agreed to by the Parties in writing.
REPRESENTATIONS AND WARRANTIES
Warranties of the Parties. Each party hereto represents and warrants to the other that: (i) it has full power, right and authority to enter into and fully perform these Terms, and to grant the rights and licenses granted by it to the other party hereunder; (ii) upon execution, these Terms will be a valid and binding obligation of such party, enforceable in accordance with its terms; and (iii) the execution, delivery and performance of and compliance with these Terms will not, with or without the passage of time or giving of notice, result in any material breach or violation of, be in material conflict with or constitute a material default under any agreement to which it is a party.
By Affiliate. In addition, Affiliate represents and warrants that (i) neither it, its employees, nor subcontractors are under any preexisting obligations inconsistent with the provisions of these Terms; (ii) it has taken adequate measures to assure that its employees and subcontractors comply with these Terms; (iii ) neither it, its employees, nor subcontractors are engaged directly or indirectly in the business of curbside-to-curbside or terminal-to-terminal or door-to-door or variations of curbside, terminal or door personal effect delivery.
Mutual Disclaimers. EXCEPT FOR THE EXPRESS WARRANTIES MADE IN THESE TERMS, ALL MATERIALS AND DELIVERABLES PROVIDED BY ONE PARTY TO THE OTHER PARTY HEREUNDER ARE PROVIDED “AS IS,” AND NEITHER PARTY MAKES ANY OTHER REPRESENTATIONS, WARRANTIES, OR COVENANTS PURSUANT TO THESE TERMS AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY AND ALL IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE AND NON-INFRINGEMENT.
Limitation of Liability. EXCEPT FOR LIABILITY ARISING OUT OF OR RELATED TO BREACH OF CONFIDENTIALITY OR A THIRD PARTY CLAIM SUBJECT TO INDEMNIFICATION, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT, PRODUCTS LIABILITY, STRICT LIABILITY, AND NEGLIGENCE, AND WHETHER OR NOT IT WAS OR SHOULD HAVE BEEN AWARE OF, OR WAS ADVISED OF, THE POSSIBILITY OF SUCH DAMAGES OR (B) ANY AMOUNTS IN EXCESS OF THE COMMISSIONS PAID OR OWED HEREUNDER BY MERCHANT TO NOWSHIP.
Customer will defend, indemnify and hold harmless NowShip, its partners, agents, and affiliates from any third party claim or liability arising out of or related to use and breach of these Terms or use and breach of the NowShip Terms of Service by Customers referred by Affiliate.
The Parties understand and agree that the performance of these Terms may require the disclosure of information or material that is confidential or proprietary to a party (hereinafter “Confidential Information”). The Parties agree not to disclose the other’s Confidential Information without the prior written consent of the other Party and not to use, record or reproduce the other Party’s Confidential Information other than for the purposes of performing its obligation hereunder. Upon termination of these Terms, each Party shall return to the other all such Confidential Information disclosed by the other party in connection with these Terms, provided however, that the provisions of this paragraph shall not apply to (a) information that becomes part of the public domain other than through breach of this paragraph; (b) information that the receiving Party has in its possession at the time of disclosure of thereafter independently develops without the use of the disclosed Confidential Information; (c) information that is received by a Party from a third party having a legal right to transmit same; and (d) information that a Party is ordered to disclose pursuant to a subpoena issued by a government agency of court of competent jurisdiction. The Parties’ obligations under this paragraph shall survive the termination of these Terms.
TERM & TERMINATION
NowShip may add to, delete from or modify these Terms at any time without liability. The modified Terms will be posted at https://www.nowship.com/Articles.asp?ID=274. Either Party may terminate these Terms for any reason or no reason at any time.
Effect of Termination. Upon termination or expiration of these Terms: (a) each party will promptly return to the other party (and no longer retain) all copies, records, document and other material provided by the other party hereunder; (b) NowShip will have no obligation to remit Commissions.
Survival after Termination. The obligations of the parties under these Terms that by their nature would continue beyond expiration, termination or cancellation of these Terms will survive any such expiration, termination or cancellation. In addition, Affiliate will not directly or indirectly be employed by, profit from, advise, or consult to any company whose primary business is door-to-door luggage or sports equipment delivery for a period of three (3) years following termination of these Terms.
(a) These Terms will be governed by and construed in accordance with the law of the State of South Carolina, excluding its conflicts of law rules. (b) Neither these Terms nor the parties’ business relationship established hereunder will be construed as a partnership, joint venture or agency relationship or as granting a franchise. Neither party will attempt to, or will have the right to, legally obligate the other party. (c) No amendment to, or waiver of, any provision of these Terms will be effective unless in writing and signed by both parties. The waiver by any party of any breach or default will not constitute a waiver of any different or subsequent breach or default. (d) Neither party may sell, assign or otherwise transfer any of its rights or obligations under these Terms without the written consent of the other party provided that either party may assign these Terms to a purchaser of all or substantially all of its assets or business to which these Terms relates. (e) All notices, consents, requests, instructions, approvals, and other communications made, required or permitted hereunder (each herein, a “Notice”) will be given in writing and delivered to the receiving party via electronic mail. If to NowShip: firstname.lastname@example.org. If to Affiliate: the email address used to create NowShip affiliate account. (f) Invalidity or unenforceability of any provision of these Terms will not affect the validity or enforceability of any other provision of these Terms. In the event that any provision of these Terms is determined to be invalid, unenforceable or otherwise illegal, such provision will be deemed restated, in accordance with applicable law, to reflect as nearly as possible the original intentions of the parties, and the remainder of these Terms will be in full force and effect. (g) These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede and merge all prior proposals, understandings and agreements, oral or written, between the parties relating to the subject matter hereof. No modification, amendment, supplements to or waiver of these Terms will be binding upon the parties unless made in writing and duly signed by both parties hereto.