AFFILIATE AGREEMENT
This agreement describes the terms and conditions for participation in the CoPhrase.com Affiliate Program. The terms "Affiliate," "you," and "your" are referring to you, the applicant. "We" and "our" refer to CoPhrase.com.  We are independent parties and this agreement will not form any partnership.

AGREEMENT DURATION
This agreement will begin upon our acceptance of your affiliate application and will end when terminated by either party.
Termination may happen at any time, with or without cause, by giving the other party written notice of termination.

 
MODIFICATION
By posting a Change Notice or a new agreement on this site, we may modify any of the terms and conditions within this Agreement at any time and at our sole discretion. These modifications may include, but not limited to changes in the scope of available referral fees, fee schedules, payment procedures and Program rules. If any of the modifications are UNACCEPTABLE TO YOU, your only recourse is to terminate this Agreement. If you CONTINUE PARTICIPATION IN THE PROGRAM following the posting of a Change Notice or new agreement, it will be considered as your acceptance of the change.

COMMISSION FEES
You will receive a commission up to 2 levels.  You will receive a commission from your direct referrals.  You receive a commission from referrals of Level 2 Affiliates (who are referred by you).

• The Direct Affiliate (Level 1) will receive a commission from each sale he or she directly refers.  You will receive 10% of the revenue per sale as a commission from your direct referrals. For a sale to generate a commission to an Affiliate, the customer must complete the order form and remit full payment.
   
• The Direct Affiliate (Level 1) will also receive a commission from each sale referred by his or her Level 2 Affiliates.  You will receive 5% for orders placed through your Level 2 Affiliates (which you have sponsored or referred into our Affiliate Program).  Affiliate commissions will only be paid on sales which are made through qualified Affiliates.

Referral fees can only be earned between the acceptance of the Affiliate application and notice of termination. Fees will be paid on the 15th of each month for sales made in the previous month.

ORDER PROCESSING
CoPhrase.com will be solely responsible for processing every order placed by a customer through Affiliate and sub-Affiliates. Customers who purchase products and services through the CoPhrase.com will be deemed to be customers of CoPhrase.com. Prices and availability of our services may vary from time to time. CoPhrase.com policies will always determine the price paid by the customer. We reserve the right to reject any order that does not comply with our rules, operating procedures and policies.

WEBSITE RESTRICTIONS
With regard to optional promotions on your website, CoPhrase.com reserves the right not to accept any site into the CoPhrase.com based on site content. Sites that Do Not Qualify for the CoPhrase.com Affiliate Program include sites such as sites that are:

• X- rated and promote sexually explicit materials
• Promoting violence and discord.
• Promoting discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
• Promoting illegal or questionable activities
• Violating intellectual property rights

SPAM (UCE)
Unsolicited Commercial E-mail – CoPhrase.com in no way participates in mass unsolicited e-mailing (i.e. spamming), and all Affiliates are expected to adhere to this policy as well. Violation of this policy will result in the termination of this contract and immediate dismissal from the CoPhrase.com Affiliate Program, with no refund.

DISCLAIMER
We make no express or implied warranties or representations with respect to the Affiliate Program or your potential to earn income from the CoPhrase.com Affiliate Program. In addition, we make no representation that the operation of our site or the Affiliate Sites will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or down time.

This Agreement will be governed by the laws of the United States and Tennessee, 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 Johnson City, Tennessee, 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 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.

By submitting this Affiliate Agreement form, you acknowledge that you have read this agreement and agree to all its terms and conditions. You have independently evaluated this program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.

*Please note that NO COMMISSION is paid on your original purchase of CoPhrase.com. In other words you cannot buy from yourself or be your first purchase for the sole purpose of discounting your own service purchase.
 

LIMITATIONS OF LIABILITY
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL COPHRASE.COM'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

 
INDEMNIFICATION
You hereby agree to indemnify and hold harmless CoPhrase.com, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.

CONFIDENTIALITY
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

 MISCELLANEOUS
1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and CoPhrase.com. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.

2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.

3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Tennessee without regard to the conflicts of laws and principles thereof.

4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.

6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.

7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.

I have read the terms of this agreement and I accept.

How to Sign Up to Become an Affiliate (FAQ)