Affiliate Agreement


Current as of January 13, 2013

This Agreement contains the terms and conditions that apply to a participant in the MortonsFoot.com Affiliate Program (the "Program"). As used in this agreement, "we"/"our/"us", means GRD BioTech, Inc. dba Posture Dynamics and "you"/"your" means the "affiliate/applicant", "site" refers to a World Wide Web site.

To initiate the enrollment process, you must submit a complete Affiliate Application form (link at the bottom of this page). We will evaluate your application in good faith and will notify you of your acceptance or rejection, usually within 48 hours. (you can re-apply at any time).  We may reject your application if we determine, at our sole discretion, that we do not prefer the association, or that your site is unsuitable for the Program.   Unsuitable sites include, but are not limited to, sites that:

- promote sexually explicit materials
- promote violence
- promote discrimination based on race, gender, religion, nationality, disability or age
- promote illegal activities or violate intellectual property rights

GRANT

We grant you a non-exclusive, revocable right to use the program banners as published by us for the purpose of identifying your site as a program participant and linking to www.MortonsFoot.com.  You may not modify the banners or any of our images in any way or  create your own banners without our written permission.

We reserve all of our rights to our trade names, trademarks, patents and all other intellectual property.

Any descriptions of our company, and products shall truthfully reflect descriptions and claims published by Posture Dynamics in print or on its published websites.  Deceptive and false product performance claims or misrepresentations of Affiliate's relationship with Posture Dynamics will constitute reasons for immediate termination or affiliates relationship with Posture Dynamics and all outstanding commissions WILL BE FORFEITED. 

SPAM (unsolicited email)

We will not tolerate the sending of unsolicited bulk emails which promote, or make reference to Posture Dynamics, or any of its associated companies, partners, or employees. Other prohibited forms of advertising include postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, Affiliates may not advertise in any way that effectively conceals or misrepresents their identity, their domain name or their return email address.

Any Affiliate who, in our opinion, is non-compliant with these rules will have their Affiliate status cancelled immediately and any and all outstanding commissions WILL BE FORFEITED.

UNPROFESSIONAL CONDUCT

Posture Dynamics and its associated companies operate with the strictest codes of professional conduct. Any Affiliate who brings Posture Dynamics or its associates into disrepute, or who promotes any form of slander, racism, or unfair business practices, will have their Affiliate status cancelled and any outstanding commissions WILL BE FORFEITED.

We reserve the right to reject any affiliate application if in our opinion, that person or company violates established laws or commonly held standards of decency.

An affiliate who ignores warnings to cease and desist any activities we deem negligent, inappropriate, or harmful to Posture Dynamics and or other affiliates will be terminated and any outstanding commissions WILL BE FORFEITED.

ORDER PROCESSING

We will be solely responsible for processing every order for our products. Customers will use our secure online ordering process. Order forms, payment processing, shipping, cancellations, returns, and related customer service are our responsibility.

All of our rules, operating procedures and policies regarding customer orders and accounts will apply to orders we receive through special links on your site. We reserve the right to reject any order that does not comply with our rules, operating procedures and policies.

Every customer who buys a product through this program is deemed to be a customer of Posture Dynamics. You do not have the authority to make or accept any offer on our behalf. All our policies regarding customer orders, including product availability, pricing and problem resolution, will apply to these customers as published on www.MortonsFoot.com

TRACKING OF SALES

We will be solely responsible for tracking sales we make to customers who follow links from your website. Posture Dynamics has retained the services of Marketer's Choice for this purpose.

Statements of your sales activity will be available to you in "realtime" with a special URL that we assign to you. Accessible 24 hours per day and 7 days per week. You may access these stats via a password and username we assign.

Only two entities may access your stats and affiliate information. That would be you, and Posture Dynamics.

Sales are tracked with the help of "cookies", a small identifier placed on the purchasers computer.  This cookie when initially placed includes information identifying you as the affiliate when the purchaser clicks on the link to MortonsFoot.com placed on your website.  You can have as many links as you wish on multiple pages.  The "cookie" has a finite lifespan of 360 days such that all sales taking place within the first 360 days of the purchaser linking from your website will be accounted for as sales credited to you.  If the purchaser's computer blocks cookies, this system does not work.  Likewise, if the purchaser erases the cookies on the computer or makes purchases from another computer, you will not receive credit for the purchase.  Also, in order for you to continue to receive credit for purchases, make sure the purchaser uses the link to MortonsFoot.com on your website at least once every 360 days.  Association members are always interested in benefiting their association, so you might want to incorporate part or all of this language on your website for their benefit.  The best way is to suggest your members always access MortonsFoot.com from your website and have their computers configured to allow cookies (most personal and  businesses computers do). 

We are unable to perform any kind of retroactive accounting in an attempt to recover commissions that could have accrued to your account if the purchaser had originally followed the guidelines of this program. 

LINKS

We will provide you with a unique identifying URL for you to link to MortonsFoot.com.  Each sale or referral that is generated from this URL will be attributed to you. You will have access to your own private section to check your stats in Real Time. Your links to the unique URL can be text links or banner links, or a combination of the two, at your sole discretion. If you choose banner links, you must use our banners. We will provide you with a URL to access all our banners, from which you can freely choose. You may add as many links to MortonsFoot.com, or remove such links, at anytime and without prior approval from us.

Inactive affiliates will be removed from participation in the Program. Inactive means little or no "click-throughs" via your banner/text links, as monitored via our affiliate program administrative panel, for a period of sixty (60) days. And/or, non-placement of affiliate banners/text ads. We will contact you after thirty (30) days of "inactivity".  Efforts will be made to help and encourage your participation in the Program.

We will provide you with instructions on how to properly format the links. You are responsible for ensuring the links are formatted correctly. This will ensure accurate tracking of sales for credit to your account. Every effort will be made to ensure that our site is functional and available for customers referred to our site through your "affiliate link".

We have NO responsibilities with regard to your site. Posture Dynamics shall have no liability for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under or with respect to this agreement or the program. In addition, aggregate liability by Posture Dynamics arising under or with respect to this agreement or the program shall in no event exceed total referral fees paid or payable to the affiliate under this agreement.

COMMISSION AND PAYMENT

We will pay you 15% of any and all purchases made by a customer referred by your "affiliate link" through our banners or text links (Not including any applicable sales tax, shipping and handling charge). At the beginning of each month, we will review the sales for the prior month and add a bonus in the amount of 5% for the amount of sales exceeding $1500 for the month. Your maximum commissions including your performance bonuses is 20%.  Bonus accounting starts at  zero on the first day of every month, and is not accumulative over consecutive months.

Minimum amount for commission payment is fifty dollars ($50). Any amount under this will be held in your account until the minimum for pay out is reached or the books are closed for the accounting year at which time all commissions below minimum will be paid. We do not pay interest to Affiliates for accrued but not yet delivered Commission payments.

Payment will be made in the form of a bank check from Posture Dynamics paid in US dollars. Checks will be mailed within fifteen days of the first day of the month for the prior month's sales. For example, commissions for sales made during May will be sent out on or before the 15th of June.

Payment will be made out to you and mailed, via First Class US mail (USPS) to the address on file in your affiliate profile. It is your responsibility to maintain your address current via your private affiliate account access.  

Any "refunds" to a customer, referred through your "affiliate link", will be deducted from your "credited" commission(s). Posture Dynamics tracks “typical return rates” and will compare the return rate of each affiliate to the average for the total MortonsFoot.com business. If an affiliate is experiencing an unusual rate of product return, i.e. a rate of return exceeding the average by more than 4.5%, Posture Dynamics reserves the right to temporarily suspend the Affiliate while investigating the possible reasons for such variances. Affiliate shall cooperate with Posture Dynamics by providing relevant information requested. If it is discovered that the Affiliate is encouraging sales to customers who may not benefit from the use of  the products offered, or are unlikely to be successful using the product, or if the Affiliate is offering incentives for buying the product that have not been approved by Posture Dynamics in writing, Posture Dynamics will cancel the Affiliate relationship, and all outstanding commissions WILL BE FORFEITED.

TERM OF THE AGREEMENT

The term of this agreement will begin upon our acceptance of your affiliate program application and your placement of our banner or textual link on your site and will end when terminated by either party. Either you or we may terminate this agreement at any time, by giving the other party written notice of termination.  You can only earn referral fees on sales occurring during the term of this agreement.  Upon termination of this agreement, the former Affiliate must remove all Affiliate links and graphics from its web site, and refrain from publishing same in any manner whatsoever.

INCOME TAX LIABILITY

You must understand and agree that you are acting as an independent contractor and as such will be responsible for your own Income Taxes and any other tax liabilities that affect the sales of our products in your state. By law, any commissions in excess of five hundred ninety nine ($599) dollars must be reported by us to the Internal Revenue Service as required by law.    Before any commissions can be paid, we must be in receipt of your Social Security Number (SSN) or if the affiliate is a corporation, the federal Employee Identification Number (EIN).

MODIFICATION

Posture Dynamics,  at it's sole discretion, may modify any of the terms and conditions contained in this Agreement at any time by posting a new agreement on our site. All participating affiliates on record at the date of any modification will be notified by email to the e-mail on record. It is the responsibility of the Affiliate to ensure that we have a current working e-mail address.  If any modification is unacceptable to you, you may terminate this agreement. Your continued participation in the program following notification of our new program will constitute binding acceptance of the change.

RELATIONSHIP OF PARTIES

You and We are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. This agreement shall not be deemed to confer on either party any express or implied right, power or authority to enter into any agreement or commitment, express or implied, or to incur any obligation or liability on behalf of the other party. You will not make any statements, whether on your site or otherwise, that contradict this agreement.

CONFLICTS AND DISPUTES


If any dispute arises under this Agreement, the parties shall negotiate in good faith to settle such dispute.  If the parties cannot resolve such dispute themselves, then either party may submit the dispute to mediation by a mediator approved by both parties.  The parties shall both cooperate with the mediator.  If the parties cannot agree to any mediator, or if either party does not wish to abide by any decision of the mediator, then they shall submit the dispute to arbitration by a mutually acceptable arbitrator.  If no arbitrator is mutually acceptable, then they shall submit the matter to arbitration under the rules of the American Arbitration Association (AAA).  Under any arbitration, both parties shall cooperate with and agree to abide finally by any decision of the arbitration proceeding.  If the AAA is selected, the arbitration shall take place under the auspices of the nearest branch of the AAA to our offices.  The cost of the arbitration proceeding shall be born according to the decision of the arbitrator, who may apportion costs equally, or in accordance with any finding of fault or lack of good faith of either party.  The arbitrator's award shall not be subject to appeal and enforceable in any court of competent jurisdiction.

NOTICES

All notices of change to this agreement or changes in status with respect to the terms of this agreement shall be in writing, and shall be sent by e-mail or first class certified mail, return receipt requested, postage prepaid, to the party concerned at the current address on file.  Any such notice, payment, or statement shall be considered sent and mailed on the day deposited in the mail.

To contact Posture Dynamics:

E-mail: affiliates@mortonsfoot.com, Phone: 888-790-4100
mail: Posture Dynamics, 325 Washington St. NE, #431, Olympia, WA 98501.

PRIVACY POLICY

The information you submit will not be made available to third parties except to the US Department of Revenue as required by law. We use the information you submit to maintain your account only and to communicate what we deem to be important information to you such as changes to the agreement,  product offerings,  banners or text links. 

JURISDICTION

This Agreement shall be interpreted under the laws of the State of Washington

NON-FRUSTRATION

Neither party to this Agreement shall commit any act or take any action that frustrates or hampers the rights of the other party under this Agreement.  Each party shall act in good faith and engage in fair dealing when taking any action under and related to this Agreement.

AGREEMENT

This agreement constitutes the entire agreement between Posture Dynamics and Affiliate.

Thank you for taking the time to read it carefully.  By applying for participation in our Affiliate Program, you are expressly agreeing to the above "Affiliate Agreement".

I accept this agreement.  To apply, click here.