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Autopartswarehouse is the leading Auto Parts and Accessories Affiliate Programs in Impact Radius. Earn as much as 8% COMMISSION and take advantage of regional brand awareness when you promote this brand on your site.
Affiliate Network Agreement
This Affiliate Network Agreement ("Agreement") contains the complete terms and conditions that apply to your participation as an affiliate (an "Affiliate") in the US Auto Parts Affiliate Network.
By submitting an application to become an Affiliate, you warrant that you have read and understood this Agreement, and you agree to be bound by it.
To begin the enrollment process, you must submit a complete Affiliate Network Application. We will evaluate your application and notify you of your acceptance or rejection in a timely manner. We reserve the right, in our sole and absolute discretion, to accept or reject your application for any or no reason whatsoever.
Upon notice of acceptance of your application, this Agreement shall be effective between you and US Auto Parts, Inc. ("US Auto Parts"). If your application is temporarily rejected, you may reapply after two (2) weeks. If your application is permanently rejected, which US Auto Parts may do in its sole and absolute discretion, you will not be able to reapply to the US Auto Parts Affiliate Network.
1. Definitions
Throughout this Agreement, capitalized terms shall have the meaning ascribed to them in quotes. In addition, the following definitions apply:
1.1. "Advertising" or "Advertisements" means any and all banner advertisements, pop-under placements, text links or other solicitations (including, if approved in advance by US Auto Parts, US Auto Parts Emails through the Internet that promote the US Auto Parts Service and contain a Link to the US Auto Parts Site.
1.2. "Link" means an embedded graphic, icon or text provided by PepperJam Network or authorized agent or US Auto Parts containing a unique hypertext pointer to the URL address for the US Auto Parts Site embedded in an Advertisement and which identifies the number of consumers that become New Customers via the Advertisement.
1.3. "PepperJam Network or authorized agent" means the US Auto Parts third party affiliate management system.
1.4. "US Auto Parts Email" means any material you send by electronic mail that promotes the US Auto Parts Service. US Auto Parts Emails require advance approval by US Auto Parts per Section 4.3 and are otherwise prohibited.
1.5. "US Auto Parts Service" means the AUTO PARTS service currently offered on the US Auto Parts Site, and the AUTO PARTS service as US Auto Parts may alter and modify from time to time during the Term.
1.6. "US Auto Parts Site" means the US Auto Parts Internet site that is currently located at http://autopartswarehouse.com and any other additional, substitute or successor site that may be designated by US Auto Parts under this Agreement.
1.7. "New Customer" means a person, with a mailing address within the United States, its territories, or possessions, who (i) Purchases from US Auto Parts using a Link and through such Link successfully completes a transaction from US Auto Parts (i.e., requiring the entry of name, address, email address, and valid payment information) via the US Auto Parts Site and (ii) has not previously purchased from US Auto Parts.
2. Term and Termination
2.1. The term of this Agreement ("Term") will begin upon our acceptance of your application and will end when terminated by either party.
2.2. Either party may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination.
2.3. Upon termination of this Agreement, Affiliate shall immediately cease serving Advertisements.
2.4. No Referral Fees or bonuses shall be due with respect to New Customers who register after the date of termination. We reserve the right to withhold your final payment for a reasonable period of time as necessary to calculate properly any amount due to you.
2.5. Upon termination of this Agreement, all rights and obligations of the parties under this Agreement will be extinguished, except for those rights and obligations that either by their express terms survive or that are otherwise necessary for the enforcement of the Agreement.
3. Obligations of US Auto Parts
3.1. Upon acceptance of your application, you will have the ability to access performance reports via your account in the PepperJam Network or authorized agent Affiliate Network Site. The GAN or authorized agent Affiliate Network interface will contain certain sales reports and traffic information related to your affiliate relationship with US Auto Parts. These reports will contain estimates of (i) the number of Internet user click-throughs to the US Auto Parts Site from use of Advertising; (ii) the Referral Fees payable to you pursuant to Section 3.3, below, and; (iii) the number of New Customers generated from use of Advertising.
3.2. US Auto Parts shall provide you with all Advertising and you shall use only Advertising provided by US Auto Parts in promoting the US Auto Parts Service. The Advertising available for your use will be made available on the PepperJam Network or authorized agent Affiliate Network Site. US Auto Parts shall be solely responsible for creating and modifying all Advertising.
3.3. During the Term, US Auto Parts shall pay you a fee ("Referral Fee") for each new New Customer you deliver as of the last day of the month, as documented on the reporting system located on the PepperJam Network or authorized agent Affiliate Network Site. US Auto Parts reserves the right to adjust the Referral Fee payable to you to the extent of any reporting errors, fraudulent Subscriptions or intentional manipulations of the registration process, all as determined in our reasonable, good faith discretion. In addition to all other remedies available to it, US Auto Parts shall have the right to refuse to make any payment to you with respect to any New Customer that US Auto Parts, in its reasonable, good faith discretion, determines was obtained as a result of promotional efforts that were in breach of this Agreement. The US Auto Parts Payment Schedule is located on the US Auto Parts Affiliate Site and is available through the PepperJam Network or authorized agent Affiliate Network Site. US Auto Parts reserves the right to change the Referral Fees payable hereunder by providing notice to you and reflecting such changes on the US Auto Parts Payment Schedule. Any changes to the Referral Fees shall become effective upon notice to you. Such notice may be in the form of an email to you or by posting on the PepperJam Network or authorized agent Affiliate Network Site. See Section 12.3 for information about your obligations regarding notices.
3.4. US Auto Parts shall provide payment to PepperJam Network or authorized agent for any such Referral Fees you are owed within thirty (30) days after the last day of the month during which they were earned. PepperJam Network or authorized agent will then disperse payment to you for such Referral Fees according to your agreement with them. Notwithstanding anything herein to the contrary, to the extent that Referral Fees payable to you for any month total less than 15%, US Auto Parts may, in its sole discretion, instruct PepperJam Network or authorized agent to defer payment of such Referral Fees until such time as such Referral Fees and any other Referral Fees earned during the subsequent period(s), in the aggregate, exceed 15%. No interest will accrue on unpaid Referral Fees.
4. Obligations of Affiliate
4.1. As an Affiliate, you are permitted to promote the US Auto Parts Service only through Advertisements offered through the methods listed below. We reserve the right, in our sole and absolute discretion, to remove you from the US Auto Parts Affiliate Network for any or no reason whatsoever.
4.1.1. Links from your website to the US Auto Parts Site, and
4.1.2. Links or pop-under placements on websites for which you have received express written permission from such sites to serve such links or placements and as otherwise subject to the limitations set forth in this Agreement.
4.2. All promotional activities undertaken by you to promote the US Auto Parts Service shall be made in accordance with all applicable laws and regulations. You shall not complete the registration to or otherwise interact with the US Auto Parts Service on behalf of any third party. You are only permitted hereunder to link third parties to the US Auto Parts Site. All information obtained at the US Auto Parts Site from individuals linking to the US Auto Parts Site shall be the sole and exclusive property of US Auto Parts and, except as specifically provided herein, you shall neither have access to such information nor use any device, technique or software to obtain information from the US Auto Parts Site.
4.3. If you desire to promote the US Auto Parts Service (i) by purchasing, either directly or indirectly, search terms from websites, search engines or other directory or referral services (e.g., Overture, Google, and Yahoo!), (ii) by incorporating keyword text into meta tags or websites or by using other search engine optimization techniques, (iii) by distributing US Auto Parts Emails, or (iv) by offering, either directly or indirectly, any consideration or incentives to potential New Customers to register for the US Auto Parts Service, including without limitation, payment of money, rebates, discounts or other benefits, you must first get written permission from us, which may be given or withheld in our sole and absolute discretion. We reserve the right to revoke such permission at any time for any or no reason whatsoever.
4.4. You shall not bid or otherwise purchase, either directly or indirectly, the search name "US Auto Parts", "Auto Parts Warehouse" or any misspelling or variant thereof from websites, search engines or other directory referral services. Bidding on trademarked keywords is NOT allowed. Bidding on trademarked keywords in conjunction with other keywords (i.e. Auto Parts Warehouse Coupons, APW Discount codes) is NOT permitted.
4.5. You shall not, in any way, utilize pop-over Advertisements or Spyware to promote the US Auto Parts Service. You shall replace any Advertising displayed on your site with any new Advertising provided by US Auto Parts within ten (10) days after receiving notice from us of the new Advertising. You shall not modify any Advertisement in any way.
4.6. Your site shall not in any way copy or resemble the look and feel of the US Auto Parts Site, nor shall you create the impression that your site is the US Auto Parts Site or a part of the US Auto Parts Site. You shall not use US Auto Parts or any variation or misspellings thereof in your URL. You shall not frame or permit the framing of any page of the US Auto Parts Site.
4.7. During the Term, you will not disparage US Auto Parts, the US Auto Parts Site or the US Auto Parts Service, or portray these in a derogatory or negative manner. The content of your website will, at all times, be in good taste. You are solely responsible for the development, operation and maintenance of your website and will indemnify, defend and hold US Auto Parts harmless from any claims arising out of or related to your website.
5. Subaffiliates and Agents
If you operate subaffiliate networks, work with Agents or conduct reward programs with users, you agree to the following:
5.1. Any relationships you enter into with third parties, subaffiliates, or agents ("Agents") in connection with your promotion of the US Auto Parts Service are at your sole discretion. US Auto Parts shall not be a party to any agreement that you have with an Agent and you are not authorized to make any commitments on behalf of US Auto Parts to such Agents, including commitments regarding payment of fees to the Agents by US Auto Parts or commitments for licenses to US Auto Parts's name, logo(s), any provided images, or other intellectual property. Agents are not third party beneficiaries of this Agreement with US Auto Parts. Any breach by your Agents of the terms and conditions of this Agreement shall be deemed a breach of this Agreement by you and US Auto Parts shall have full recourse against you with respect to such breach. In the event US Auto Parts has approved your use of US Auto Parts Emails, as required under this Agreement, that approval is personal to you only and may not be transferred to an Agent. An Agent may not send any US Auto Parts Emails without separate approval from US Auto Parts in each instance.
5.2. You will provide US Auto Parts with an up-to-date list of your Agents (site name and url) upon request.
5.3. You agree to terminate your relationship with an Agent as it pertains to the US Auto Parts Affiliate Network if an Agent engages in any activity that is prohibited as provided by this Agreement or if requested by US Auto Parts, and if you do not terminate such Agent within five (5) business days from US Auto Parts's request, US Auto Parts reserves the right to withdraw you and all your Agents from the Affiliate Network and to refuse payment of any monies owing to you hereunder.
5.4. You agree not to use any of the information provided via PepperJam Network or authorized agent's tracking technology to identify unique individual customer activity conducted by US Auto Parts, nor to allow others to use the technology to identify such unique customer activity, nor to access such unique customer activity or data.
5.5. You are solely responsible for technical implementation and maintenance of any linking technology or tracking parameters necessary to utilize PepperJam Network's tracking technology. You are responsible for conducting appropriate testing and verification of PepperJam Network's tracking parameters including link creation, click through, ordering, and reporting as necessary to insure correct and dependable operation of PepperJam Network's tracking feature. You understand and agree that your failure to properly implement the PepperJam Network's tracking feature can and will result in an inability of US Auto Parts to pay you Referral Fees, for which US Auto Parts has no obligation.
6. Modification
We may modify any of the terms and conditions contained in this Agreement at any time in our sole and absolute discretion. Modifications may include, but are not limited to, changes in Referral Fees, payment procedures, and permitted promotional activities. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Network following our posting of a change notice or new agreement on our site will constitute binding acceptance of change.
7. Ownership of Advertising and Indemnification
7.1. US Auto Parts represents that it is the owner of the Advertising and has all ownership or license rights with respect to the contents thereof. US Auto Parts and Affiliate hereby acknowledge and agree that Affiliate shall have no responsibility with respect to the content of the Advertising supplied by US Auto Parts hereunder. Any modifications to the Advertising made by Affiliate without the written consent of US Auto Parts shall void the forgoing and Affiliate shall be liable for any damages arising therefrom.
7.2. US Auto Parts shall defend, indemnify and hold Affiliate, its directors, officers, employees, agents, affiliates, successors and assigns harmless from and against any and all third party claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys' fees) to the extent arising out of or related to any actual or alleged breach of this Agreement by US Auto Parts, including without limitation any infringement of any copyright, trademark or other intellectual property right of any third party by the Advertising.
7.3. Affiliate shall defend, indemnify and hold US Auto Parts, its directors, officers, employees, agents, affiliates, successors and assigns harmless from and against any and all third party claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys' fees) to the extent arising out of or related to any breach or alleged breach of this Agreement by Affiliate, including without limitation any breach of Affiliate's obligations under Section 4 above, and the confidentiality obligations outlined in Section 11 below.
7.4. Any party seeking indemnification under this Section 7 shall promptly notify the indemnifying party in writing of the claim and shall reasonably cooperate with the indemnifying party with respect to such claim. The indemnifying party will be entitled to control the defense and settlement of any claim against which the other party seeks indemnification with counsel of its own choosing and at its own expense; provided, that the indemnified party will be entitled to approve any non-monetary settlement.
7.5. The indemnity obligations under this Section 7 shall survive termination of this Agreement.
8. Warranty Disclaimer
Except as expressly set forth herein, neither party makes any representations or warranties, express or implied, including any express or implied warranty of merchantability, fitness for a particular purpose, or non-infringement, or any representation or warranty as to any revenues or other economic or non-economic benefit that may accrue to the other party by reason of its participation in this Agreement. Furthermore, US Auto Parts specifically makes no representation or warranty relative to the performance levels or continuous operation of the US Auto Parts Site or the PepperJam Network or authorized agent Affiliate Network Site.
9. Limitation of Liability
NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR IN RELATED TO THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
10. Public Announcements
Neither party may make any public announcement about the terms of the Agreement without the other party's prior written approval and consent. The parties agree that there will be no press releases issued in connection with this Agreement and you may not identify or list US Auto Parts as a provider of Advertising to you without prior written approval from US Auto Parts.
11. Confidentiality
Each party acknowledges that by reason of its relationship to the other party hereunder it will have access to certain information and materials concerning the other's business, plans, customers, technology, products and services that are confidential and of substantial value to the other party, which value would be impaired if such information were disclosed to third parties. In particular, the parties hereto acknowledge that the information regarding New Customers obtained during the Term and the effectiveness of Advertising hereunder are highly confidential and valuable to US Auto Parts. Each party agrees that it shall not use in any way for its own account or the account of any third party, nor disclose to any third party, any such information revealed to it as a result of or arising out of the relationship hereunder (other than to fulfill its obligations under this Agreement). Each party shall take every reasonable precaution to protect the confidentiality of such information. This Section shall survive termination of this Agreement. Notwithstanding anything in this Section to the contrary, any information (i) required by legal process to be disclosed, (ii) already in the public domain or (iii) released through no fault of the parties will not be considered confidential information hereunder.
12. General Provisions
12.1. This Agreement will be governed by the laws of the state of California, without reference to its choice of law rules.
12.2. No waiver of any provision of this Agreement shall constitute a continuing waiver, and no waiver shall be effective unless made in a signed writing.
12.3. Notices and other communications to you, as required or permitted to be given hereunder, shall be posted on the PepperJam Network or authorized agent Affiliate Network Site and/or otherwise e-mailed to the e-mail address provided in your application and shall be deemed effective upon posting or e-mailing, as applicable. You are responsible for updating your contact information within the US Auto Parts Affiliate Network, and US Auto Parts has no responsibility for any inability to contact you due to obsolete or incorrect contact information or due to any spam filters or other communication blocking devices you may employ. Notice or other communications to US Auto Parts shall be sent by e-mail to [removed] and shall be deemed effective one business day after e-mailing.
12.4. This Agreement may not be assigned or otherwise transferred by you without the express written consent of US Auto Parts.
12.5. The division of this Agreement into separate sections, subsections and/or exhibits and the insertion of titles or headings is for convenience of reference only and shall not affect the construction or interpretation of this Agreement.
12.6. You and US Auto Parts are independent contractors and nothing in this Agreement will create any partnership, joint venture or agency relationship. You'll have no authority to make or accept any offers, warranties, or representations on our behalf. You will not make any statement, whether on your site or otherwise, that would cause confusion as to our relationship with you or otherwise contradict anything in this Section.
12.7. Each party hereby represents that it has the authority and capacity to enter into this Agreement, including that all individuals executing this Agreement are 18 years of age or older.
12.8. For New York Affiliates
12.8.1. Publishers who hold residence in the state of New York will be sent a Certificate of Compliance that will certify that its agreement with: US Auto Parts Network, Inc. (hereinafter referred to as the Merchant) prohibits the Company, or any affiliate or agent of the Company, from engaging in any solicitation activities in New York State that refer potential customers to the Merchant including, but not limited to, distributing flyers, coupons, newsletters and other printed promotional materials, or electronic equivalents; verbal solicitation (e.g., in-person referrals); initiating telephone calls and sending emails. The Certificate of Compliance must be signed and sent to the merchants affiliate manager, Michael Joseph Villar at [removed] or faxed to [[removed]].
12.8.2. The Company further certifies that neither it, nor any affiliate or agent of the Company, has, at any time during the previous year, engaged in any solicitation activities in New York State that refer potential customers to the Merchant including, but not limited to, distributing flyers, coupons, newsletters and other printed promotional materials, or electronic equivalents; verbal solicitation (e.g., in-person referrals); initiating telephone calls and sending emails.
12.8.3. The Company acknowledges that this certification is subject to verification and audit by the New York State Department of Taxation and Finance.
The person signing the Certificate of Compliance on behalf of the Company has the authority to execute binding contracts on behalf of the Company.
12.8.4. The Company further acknowledges that it is legally obligated to issue the same or similar certification on an annual basis. The Company represents that it, as well as any affiliates and agents of the Company, shall refrain from engaging in any solicitation activities on behalf of the Merchant as described in paragraphs 1 and 2 above pending such further certification.
12.8.5. Due to affiliate tax law technicalities, we are not accepting affiliate applications from the states of Illinois, Colorado, Rhode Island, and North Carolina.
13. Commissions
US Auto Parts will pay the affiliate a commission, a percentage that is indicated on US Auto Parts program page for every legitimate sale the affiliate refers.
All transactions are subject to verification and invalid transactions (i.e. returned, invalid credit card, invalid payment information, etc) are not commissionable.
US Auto Parts will also only credit the last referring affiliate and affiliate network in the clickstream.
Tires and Wheels Categories are non-commissionable items.
14. Coupons and Promotional Codes
14.1. Publishers may only use coupons and promotional codes that are provided exclusively through the affiliate program.
We will withhold commissions resulting from subsequent sales from these unauthorized coupons. Continued violation will result in termination from the program.
15. Protected SEM Bidding Keywords- These are keywords that publishers are prohibited from bidding or for search marketing campaigns:
auto parts warehouse, autopartswarehouse, autopartswarehouse.com, autoparts warehouse, auto part warehouse, auto partswarehouse, www.autopartswarehouse.com
partstrain.com, parts train, auto parts train, autoparts train, auto partstrain, partstrain, autopartstrain, www.partstrain.com us auto parts, usauto parts, us autoparts, usautoparts, usautoparts.com, usautoparts.net, www.usautoparts.com , and any permutations, variations and misspellings of the Auto Parts Warehouse, Parts Train and US Auto Parts brand names.
Publishers are required to add the abovementioned brand terms as a negative to your Pay Per Click search & mobile campaigns to avoid broad matching.
16.
Search Campaigns
Special Instructions for Search
Ad copies must be written in such a way that they are not misleading.
If the
coupon offer is for $10 off all Air Filter orders over $100, the copy
cannot
say $50 Off on all purchases or 10% off on all orders.
Any sales from trademark bidding including and derivatives misspellings will results in reversal of transactions and termination from the program
17. Prohibited SEM Ad Copy Content- These are terms that publishers are prohibited from using in the ad copy of their search marketing campaigns:
Official site, Official website, Official store, ®, ©, , Coupon(s), code(s), discount(s), discount code(s) exclusive code(s), exclusive coupon(s), exclusive coupon code(s), promo(s), promo code(s), promotion(s), free shipping, etc. All ad copies should not contain terms that are would impact the US Auto Parts, Auto Parts Warehouse and Parts Train brands.
The submission of your application shall constitute your agreement to be bound by the terms and conditions of this Agreement.