The following is an Agreement between you (the “Affiliate”) and Grace and Truth Books, LLC (“Grace & Truth Books”) which governs the terms and conditions of your participation in the Grace & Truth Books Affiliate Program located at the website operated and maintained by Grace & Truth Books, LLC or its providers.
1. ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
Your participation in the Grace & Truth Books Affiliate Program is conditioned on your prior acceptance of the terms and conditions of this Agreement. By clicking on the I AGREE button provided below this Agreement you are agreeing to become a party to this Agreement as an Affiliate and to be bound by the terms and conditions of this Agreement. You agree to use the Grace & Truth Books website and to participate in the Grace & Truth Books Affiliate Program solely in accordance and compliance with the terms of this Agreement.
The Affiliate shall complete the Grace & Truth Books Affiliate Program application accompanying this Agreement on the Grace & Truth Books website. The Affiliate warrants and represents that all information contained in its application is true, accurate and complete. Grace & Truth Books reserves the right to accept or reject the Affiliate for participation in the Grace & Truth Books Affiliate Program in its sole discretion.
2. MODIFICATIONS OF THIS AGREEMENT.
Grace & Truth Books reserves the right, in its sole discretion, to modify and amend this Agreement in any manner at any time by posting a change notice or new agreement on the Grace & Truth Books website or by emailing the Affiliate with a change notice or new agreement at the email address provided by the Affiliate as part of the application process (the “Affiliate’s email address”). Your continued participation in the Grace & Truth Books Affiliate Program constitutes your prior acceptance of the terms of such change notice or new agreement.
3. ADDITIONAL TERMS.
Certain features, functions, and sections of the Grace & Truth Books website and the purchase of products and services may be subject to additional posted terms and conditions governing the use of such features, functions and sections and the purchase of such products and services. Such additional posted terms and conditions are expressly incorporated into and made a part of this Agreement. In addition, Grace & Truth Books may establish guidelines, policies, and codes of conduct governing participation in the Grace & Truth Books Affiliate Program and use of the Grace & Truth Books website and all such posted guidelines, policies, and codes of conduct are expressly incorporated into and made a part of this Agreement.
4. LINKS.
As soon as is practical after Grace & Truth Books receives and processes the Affiliate’s application, Grace & Truth Books shall send an email to the Affiliate indicating the applicant’s participation status (accepted/denied) in the Grace & Truth Books Affiliate Program. At that time, Grace & Truth Books shall provide the Affiliate with an affiliate ID number, user name, password, and instructions on how to create hyperlinks (“the links”) between the Affiliate website and the Grace & Truth Books website that will allow the Affiliate to access and download certain text and graphics onto the Affiliate website and the Grace & Truth Books website. All such instructions, text, graphics and other material provided to the Affiliate by Grace & Truth Books are hereinafter referred to as “Grace & Truth Books Content”.
The establishment, placement, and maintenance of the Links and the Grace & Truth Books Content on the Affiliate website are the sole responsibility of the Affiliate provided, however, that Grace & Truth Books reserves the right to direct the Affiliate to remove or revise a Link or any Grace & Truth Books Content and the Affiliate will so remove or revise such Link or Grace & Truth Books Content upon notice from Grace & Truth Books.
The Affiliate shall only use on the Affiliate website such hyperlinks and Grace & Truth Books Content as are provided to the Affiliate by Grace & Truth Books in connection with participation in the Grace & Truth Books Affiliate Program. Grace & Truth Books reserves the right to revise or substitute the Links and any of Grace & Truth Books Content and the Affiliate agrees to use such revised or substituted Links and Grace & Truth Books Content upon receipt from Grace & Truth Books.
The Affiliate understands and acknowledges that for a hyperlink to qualify for participation in the Grace & Truth Books Affiliate Program, the link must be created through use of the Link Builder found within the Grace & Truth Books Affiliate Portal which is available at Grace & Truth Partner Portal | Grace & Truth Books (graceandtruthbooks.com) and in accordance with the instructions provided by Grace & Truth Books.
5. INTELLECTUAL PROPERTY RIGHTS.
All right, title and interest in the Links and the Grace & Truth Books Content are and remain in and with Grace & Truth Books. No license or permission is given to the Affiliate to use the Links and the Grace & Truth Books Content except to the extent specifically provided herein.
All trademarks, registered trademarks, trade names, product names, corporate names, graphics and logos used on the Grace & Truth Books website are owned by Grace & Truth Books, its affiliated companies, its suppliers, or its licensors. All rights in and to such trademarks, registered trademarks, trade names, product names, corporate names, graphics and logos are reserved to their respective owners. No license or permission is given to the Affiliate to use such trademarks, registered trademarks, trade names, product names, corporate names, graphics or logos in any manner except to the extent specifically provided to the contrary herein.
The copyright in the Grace & Truth Books website, the content of the Grace & Truth Books website, and software utilized in the Grace & Truth Books website are owned by Grace & Truth Books and its suppliers and licensors. All rights in and to such copyrights are reserved to their respective owners. No license or permission is given to the Affiliate to use such copyrighted material in any manner.
The Affiliate shall not remove, modify, or alter in any manner any notice regarding copyright, trademark, proprietary rights, warranty information, disclaimers, or warnings which are included in or on the Grace & Truth Books Content, the Grace & Truth Books website or any service or product offered for use or sale through the Grace & Truth Books website.
The Affiliate shall not decompile, reverse engineer, disassemble or otherwise reduce the Links of any of the Grace & Truth Books Content to a human perceivable form or permit any other party to do so.
THE USE OF THE LINKS, THE GRACE & TRUTH BOOKS CONTENT, THE GRACE & TRUTH BOOKS WEBSITE, THE CONTENT OF THE GRACE & TRUTH BOOKS WEBSITE, THE SOFTWARE UTILIZED BY THE GRACE & TRUTH BOOKS WEBSITE, AND ANY SERVICE OR PRODUCT OFFERED FOR SALE THROUGH THE GRACE & TRUTH BOOKS WEBSITE, EXCEPT AS EXPRESSLY PERMITTED, IS STRICTLY PROHIBITED AND SHALL CONSTITUTE AN INFRINGEMENT ON THE INTELLECTUAL PROPERTY RIGHTS AND OTHER RIGHTS OF GRACE & TRUTH BOOKS, ITS AFFILIATED COMPANIES, ITS LICENSORS OR SUPPLIERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT.
6. LIMITED LICENSE.
During the term of this Agreement, Grace & Truth Books hereby grants, subject to the terms and conditions of this Agreement, a non-exclusive, non-transferable, limited license to reproduce and display the Links and the Grace & Truth Books Content on the Affiliate website solely in connection with the Affiliate’s participation in the Grace & Truth Books Affiliate Program. All such use by the Affiliate of the Links shall be subject to the approval of Grace & Truth Books and the Affiliate shall revise such use or cease such use upon notice from Grace & Truth Books. Any and all goodwill associated with the use of the Links and the Grace & Truth Books Content shall inure exclusively to the benefit of Grace & Truth Books.
7. RESPONSIBILITY FOR AFFILIATE WEBSITE AND PROPER USAGE.
The Affiliate is solely responsible for the ownership, development, operation, and maintenance of the Affiliate website and all software and hardware used in connection therewith.
The Affiliate shall not operate the Affiliate website nor use the Grace & Truth Books website (a) in any unlawful manner or in any manner that creates civil or criminal liability on the part of Grace & Truth Books or is otherwise harmful to Grace & Truth Books; (b) in any manner that could damage, disable, overburden, impair, impede, disrupt, or alter the Grace & Truth Books website; and (c) in any manner that would interfere, impair, impede, or disrupt the use of the Grace & Truth Books website by any third party.
The Affiliate shall not post on or transmit through the Affiliate website or the Grace & Truth Books website any material that is unlawful; libelous; constitutes an invasion of privacy; harmful; threatening; abusive; harassing; defamatory; vulgar; obscene; sexually explicit; profane; hateful; racially, ethnically, or otherwise objectionable in any manner; constitutes a breach of contractual and/or fiduciary obligations; infringes on any third party patent, trademark, trade name, corporate name, trade secret, copyright or other proprietary or property rights; or, contains viruses, Trojan horses, worms or other code, scripts, routines, files or programs designed to alter, interrupt, impede, limit or destroy the performance and/or functioning of any software, hardware, or other equipment.
The Affiliate shall comply with all laws, statutes, ordinances, rules, regulations, and orders applicable to the Affiliate and the operation of the Affiliate’s business including, without limitation, those governing the use of electronic mail or other communications.
The Affiliate shall not develop, maintain or operate the Affiliate website in any manner as to copy or resemble the appearance of the Grace & Truth Books website or as to create the impression that the Affiliate website is part of the Grace & Truth Books website or that the Affiliate website is owned, operated or maintained by Grace & Truth Books. The uniform resource locators (URLs), domain names, and other identifiers of the Affiliate website including, without limitation, website names, website descriptions, and meta information, shall not contain, in whole or in part, any trademarks, trade names, product names, company names, corporate names, or logos which are owned by Grace & Truth Books or its affiliated companies or which are derivatives thereof or confusingly similar thereto without the expression written permission of Grace & Truth Books. The Affiliate shall not contract or otherwise arrange with any third party to use or otherwise exploit the trademarks, trade names, product names, company names, corporate names, or logos which are owned by Grace & Truth Books or its affiliated companies or which are derivatives thereof or confusingly similar thereto for purposes of causing the Affiliate website to appear as a search result of any search engine or for any other reason.
Grace & Truth Books disclaims and shall have and assume no liability whatsoever arising from the ownership, development, operation, maintenance, and use of the Affiliate website. The Affiliate agrees to, and hereby does, indemnify and hold Grace & Truth Books harmless from and against any and all liabilities, damages, losses, costs, and expenses, including, without limitation, attorney’s fees, to any third party arising directly or indirectly from the ownership, development, operation, maintenance, and use of the Affiliate website.
8. ORDER PROCESSING.
Grace & Truth Books shall have the sole right and responsibility for processing and fulfilling product orders placed by Customers through the use of the Links as hereinafter provided. Grace & Truth Books’s responsibilities shall include order entry, payment processing, packing, shipping, cancellations, returns, and customer service. All such product orders and sales are at the price and subject to such terms and conditions as Grace & Truth Books shall determine in its sole discretion. Grace & Truth Books reserves the right to refuse an order for any reason and shall have no liability to the Affiliate for any order so refused.
The parties acknowledge and agree that all users who visit the Grace & Truth Books website, including, without limitation, all Customers who place product orders through the use of the Links, are customers of Grace & Truth Books and are subject to the guidelines, policies, procedures, codes of conduct, and other terms and conditions imposed by Grace & Truth Books.
9. CONSIDERATION.
In consideration of the Affiliate establishing, placing, and maintaining the Links on the Affiliate website, and of all other obligations and agreements of the Affiliate hereunder, Grace & Truth Books shall pay to the Affiliate during the term hereof a fee based on the Net Sales Price for all products and services purchased by a Customer through the use of the Links in accordance with the following schedule:
Total Sales
Affiliate Fee
All Physical Products…………………………….8%
Digital Downloads………………………………..5%
Notwithstanding the foregoing, the fee payable to the Affiliate for purchases of digital downloads and all other forms of media for which access is provided electronically shall be five (5%) percent. Additionally, Affiliate purchases that include Grace & Truth Books discount or other special offer code will receive a fee based on the percentage referenced above based on the discounted item sales price (e.g. $100.oo in Affiliate purchases with a 20% cart coupon applied would net a $6.40 Affiliate fee ($100 – 20%+ $80 x 8% Affiliate fee = $6.40 commission).
In order to qualify for the fee provided herein above, the Customer must have connected directly to the Grace & Truth Books website through the use of the Links created by an active affiliate account in the Link Builder and placed items in their shopping cart during the timed browsing session commencing with the Customer’s connection to the Grace & Truth Books website and terminating upon the expiration of the timed browsing session. The browsing session will remain active for four (4) hours after the last link is clicked on the Grace & Truth Books website. If the Customer leaves the Grace & Truth Books website and returns within this four (4) hour period, their browsing session will be reset and the Customer will still be deemed a referral of Affiliate. All items placed into the Customer’s shopping cart during an active affiliate browsing session will be credited to Affiliate if such items are purchased before the expiration of thirty (30) days from the date an item was placed in the shopping cart. If the Customer leaves the Grace & Truth Books website and returns to the Grace & Truth Books website during the active affiliate browsing session through the link of another Grace & Truth Books Affiliate, Partner, or other referral source tracked by Grace & Truth Books, the original active affiliate browsing session will end for Affiliate and no further sales will be credited to Affiliate for this Customer.
The term “Net Sales Price” as used herein shall mean the gross revenue received by Grace & Truth Books from Customers for products and services purchased from Grace & Truth Books through the use of the Links as herein provided less sales taxes, duties, other taxes, shipping fees, handling fees, gift-wrapping charges, service charges, returns, and other charges incurred by the Customer.
No fee shall be due to the Affiliate for the purchase of gift certificates, imprinting, membership fees or other non-merchandise sales.
Grace & Truth Books will make payment to the Affiliate of all fees due, less any taxes required to be withheld under applicable law, within fourteen (14) days of the end of each calendar month. In the event that the fees due are less than Twenty-five ($20.00) Dollars, no payment shall be made that month and the balance of the fee due will be carried to the next calendar month. Grace & Truth Books may deduct and set-off from any fee due to the Affiliate any over-payment previously made by Grace & Truth Books to the Affiliate and any other amounts due from the Affiliate to Grace & Truth Books under this Agreement or otherwise.
All checks issued by Grace & Truth Books to the Affiliate in payment of the fees due to the Affiliate hereunder shall be void if not cashed within sixty (60) days of the date of issue. All such checks shall be mailed by Grace & Truth Books to the Affiliate at the address provided by the Affiliate on the Affiliate Application. The Affiliate is solely responsible for keeping its address information as is on file with Grace & Truth Books current and accurate. In the event that a check issued by Grace & Truth Books to the Affiliate is returned to Grace & Truth Books or otherwise not received by the Affiliate due to inaccurate or non-current address information provided by the Affiliate to Grace & Truth Books or if the Affiliate fails to cash a check prior to such check becoming void, Grace & Truth Books shall have no obligation to provide a replacement check to the Affiliate or to otherwise pay to the Affiliate the fees represented by such check and the Affiliate shall be deemed to have waived its rights to receive such fees. In the event the Affiliate requests that Grace & Truth Books provide a replacement check to the Affiliate for a check that was returned to Grace & Truth Books or otherwise not received by the Affiliate due to inaccurate or non-current address information or for a check which has become void, Grace & Truth Books shall determine in its sole discretion whether to so provide a replacement check provided that Grace & Truth Books shall be under no obligation to do so.
Grace & Truth Books will post information regarding sales generated as a result of product orders placed through the use of the Links in a password protected area of the Grace & Truth Books Affiliate Dashboard which is available at http://staging.graceandtruthbooks.com/staging2/partners/
10. AFFILIATE’S WARRANTIES AND REPRESENTATIONS.
The Affiliate hereby warrants and represents as follows: (a) this Agreement has been duly and validly executed and delivered by or on behalf of the Affiliate and constitutes a legal, valid, and binding obligation of the Affiliate in accordance with the terms and conditions hereof; (b) that, if the Affiliate is a natural person, the Affiliate is at least eighteen (18) years of age; (c) that the Affiliate has the full power and authority to enter into this Agreement; and (d) that the Affiliate’s execution of, delivery of, and performance under this Agreement do not constitute a violation of law or a breach of the Affiliate’s contractual and/or fiduciary obligations or a infringement on any third party patent, trademark, trade name, corporate name, trade secret, copyright or other proprietary or property rights.
You further agree to all of the following special terms:
a, Non-Solicitation: Affiliate agrees, warrants and represents that for as long as Affiliate participates in the Grace & Truth Books Affiliate Program, it shall not engage in any solicitation activities in behalf of Grace & Truth Books or Grace & Truth Books’s affiliated companies 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 e-mails that specifically refer to Grace & Truth Books or Grace & Truth Books’s affiliated companies. Affiliate further agrees that it will not directly or indirectly solicit potential customers of Grace & Truth Books through blogs, microblogs, social networking sites, or other means of direct or indirect solicitation that are specifically targeting and limited to the residents of the state in which the affiliate conducts solicitation activities.
b. Additional Termination Rights: Grace & Truth Books shall have the right to terminate Affiliate’s participation in the Grace & Truth Books Affiliate Program immediately upon written notice to Affiliate in the event that Grace & Truth Books determines, in its sole and absolute discretion, that Affiliate (a) has breached or are breaching any of the provisions set forth in these special terms, or (b) have engaged or are engaging in any other activity which could reasonably cause Grace & Truth Books to be deemed a sales tax retailer in any state.
11. DISCLAIMER OF WARRANTY; DISCLAIMER OF CONSEQUENTIAL DAMAGES; INDEMNIFICATION; AND LIMITATIONS ON GRACE & TRUTH BOOKS’S LIABILITY.
THE GRACE & TRUTH BOOKS AFFILIATE PROGRAM, THE GRACE & TRUTH BOOKS WEBSITE, THE CONTENT OF THE GRACE & TRUTH BOOKSWEBSITE, THE SOFTWARE UTILIZED BY THE GRACE & TRUTH BOOKS WEBSITE, AND ANY SERVICE OR PRODUCT OFFERED FOR SALE THROUGH THE GRACE & TRUTH BOOKS WEBSITE ARE PROVIDED ON AN “AS IS” BASIS AND GRACE & TRUTH BOOKS MAKES NO WARRANITES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE GRACE & TRUTH BOOKS AFFILIATE PROGRAM, THE GRACE & TRUTH BOOKS WEBSITE, THE CONTENT OF THE GRACE & TRUTH BOOKS WEBSITE, THE SOFTWARE UTILIZED BY THE GRACE & TRUTH BOOKS WEBSITE, AND ANY SERVICE OR PRODUCT OFFERED FOR SALE THROUGH THE GRACE & TRUTH BOOKS WEBSITE.
GRACE & TRUTH BOOKS HEREBY DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER OBLIGATIONS OR LIABILITIES ON GRACE & TRUTH BOOKS’S PART RELATING TO THE GRACE & TRUTH BOOKS AFFILIATE PROGRAM, THE GRACE & TRUTH BOOKS WEBSITE, THE CONTENT OF THE GRACE & TRUTH BOOKS WEBSITE, THE SOFTWARE UTILIZED BY THE GRACE & TRUTH BOOKS WEBSITE, AND ANY SERVICE OR PRODUCT OFFERED FOR SALE THROUGH THE GRACE & TRUTH BOOKS WEB SITE, AND GRACE & TRUTH BOOKS NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR GRACE & TRUTH BOOKS ANY OTHER LIABILITIES OR OBLIGATIONS.
GRACE & TRUTH BOOKS MAKES NO WARRANTY OR REPRESENTATION, AND HEREBY DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, AS TO THE TRUTH, ACCURACY, COMPLETENESS, RELIABILITY, OR CURRENCY OF ANY INFORMATION CONTAINED ON THE GRACE & TRUTH BOOKS WEBSITE, IN THE CONTENT OF THE GRACE & TRUTH BOOKS WEBSITE, OR IN OR ON ANY SERVICE OR PRODUCT OFFERED FOR SALE THROUGH THE GRACE & TRUTH BOOKS WEB SITE.
GRACE & TRUTH BOOKS MAKES NO WARRANTY OR REPRESENTATION, AND HEREBY DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, THAT THE OPERATION OF THE GRACE & TRUTH BOOKS WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE GRACE & TRUTH BOOKS WEB SITE IS FREE OF VIRUSES, TROJAN HORSES, WORMS OR OTHER CODE, SCRIPTS, ROUTINES, FILES OR PROGRAMS DESIGNED TO ALTER, INTERRUPT, IMPEDE, LIMIT OR DESTROY THE PERFORMANCE AND/OR FUNCTIONING OF ANY SOFTWARE, HARDWARE, OR OTHER EQUIPMENT.
GRACE & TRUTH BOOKS SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXPENSE OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR DAMAGE TO ANCILLARY OR ATTACHED EQUIPMENT OR COMPONENTS THEREOF OR FOR LOSS OR NON-RECOVERABILITY OF ANY DATA OR STORED INFORMATION.
GRACE & TRUTH BOOKS SHALL HAVE NO LIABILITY TO ANY THIRD PARTY ARISING FROM THE USE OF THE GRACE & TRUTH BOOKS WEB SITE, THE CONTENT OF THE GRACE & TRUTH BOOKS WEBSITE, THE SOFTWARE UTILIZED BY THE GRACE & TRUTH BOOKS WEB SITE, AND ANY SERVICE OR PRODUCT OFFERED FOR SALE THROUGH THE GRACE & TRUTH BOOKS WEB SITE.
THE AGGREGATE LIABILITY OF GRACE & TRUTH BOOKS WHATSOEVER ARISING UNDER THE TERMS OF THIS AGREEMENT OR IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT OR PARTICIPATION IN THE GRACE & TRUTH BOOKS AFFILIATE PROGRAM SHALL NOT EXCEED THE AGRREGATE TOTAL OF FEES PAID UNDER THIS AGREEMENT BY GRACE & TRUTH BOOKS TO THE AFFILIATE DURING THE SIX (6) MONTHS PRIOR TO THE DATE THE CLAIM AROSE.
SOME STATES DO NOT ALLOW FOR EXCLUSION OF AND/OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS OR THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.
THE AFFILIATE AGREES TO, AND HEREBY DOES, INDEMNIFY AND HOLD GRACE & TRUTH BOOKS HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, DAMAGES, LOSSES, COSTS, AND EXPENSES, INCLUDING, WITHOUT LIMITATION, ATTORNEY’S FEES, TO ANY THIRD PARTY ARISING DIRECTLY OR INDIRECTLY FROM THE AFFILIATE’S USE OF THE GRACE & TRUTH BOOKS WEBSITE, THE CONTENT OF THE GRACE & TRUTH BOOKS WEBSITE, THE SOFTWARE UTILIZED BY THE GRACE & TRUTH BOOKS WEBSITE, AND ANY SERVICE OR PRODUCT OFFERED FOR SALE THROUGH THE GRACE & TRUTH BOOKS WEBSITE.
THE AFFILIATE AGREES TO, AND HEREBY DOES, INDEMNIFY AND HOLD GRACE & TRUTH BOOKS HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, DAMAGES, LOSSES, COSTS, AND EXPENSES, INCLUDING, WITHOUT LIMITATION, ATTORNEY’S FEES, ARISING FROM THE AFFILIATE’S BREACH OF OR DEFAULT UNDER THE WITHIN AGREEMENT.
12. TERM AND TERMINATION.
The term of this Agreement shall commence upon the acceptance by Grace & Truth Books of the Affiliate’s Grace & Truth Books Affiliate Program application and shall continue until terminated by either party in accordance with the terms of this Agreement.
Either party may terminate this Agreement at any time, with or without cause, upon written notice to the other party as hereinafter provided.
At the beginning of each year, Grace & Truth Books may review the entire affiliate database and may terminate any Affiliate account from the Grace & Truth Books Affiliate Program that is more than twelve (12) months old and has earned less than Twenty-five ($25.00) Dollars in affiliate fees during the preceding twelve (12) month period. Such termination shall also operate as a termination of the within Agreement and shall be effective upon written notice from Grace & Truth Books to the Affiliate.
Upon termination of this Agreement, the Affiliate shall immediately remove all Links and Grace & Truth Books Content from the Affiliate website and shall return all Links and Grace & Truth Books Content to Grace & Truth Books.
Upon termination, the Affiliate shall be entitled to all fees hereunder accruing as of the date of termination provided that the related product orders are not cancelled or the product returned. Grace & Truth Books may withhold final payment upon termination for a reasonable period of time, not to exceed three (3) months to ensure that the correct amount is paid.
13. ELECTRONIC COMMUNICATIONS.
The Affiliate consents to receive electronic communications from Grace & Truth Books either in the form of email sent to the Affiliate’s email address or by communications posted on the Grace & Truth Books website. The Affiliate acknowledges and agrees that any electronic communication in the form of such email or posting on the Grace & Truth Books website shall satisfy any legal requirement that such communication be in writing.
14. NOTICES.
All notices to the Affiliate will be sent by email to the Affiliate’s email address or by first class mail, postage prepaid, to the Affiliate at the mailing address listed by the Affiliate as part of the application process. All notices to Grace & Truth Books shall be sent by email to
partners@graceandtruthbooks.com or by first class mail, postage prepaid, to:
The Grace & Truth Books, LLC
Attn: Affiliate Manager
815 Exchange Ave Suite 101
Conway, AR. 72032
15. APPLICABLE LAW, JURISDICTION AND VENUE.
The Grace & Truth Books website is created, controlled, owned and operated by Grace & Truth Books, LLC in the State of Arkansas. The laws of the State of Arkansas shall govern and control this Agreement, the performance of each party under this Agreement, participation in the Grace & Truth Books Affiliate Program, the use of the Grace & Truth Books website, and the purchase of services and products through the use of the Grace & Truth Books website. The Affiliate and Grace & Truth Books each hereby consent to the exclusive personal jurisdiction and subject matter jurisdiction of any of the courts in the State of Arkansas, whether federal or state, for any purpose or matter pertaining directly or indirectly to this Agreement, any purpose or matter arising from or in connection with participation in the Grace & Truth Books Affiliate Program, any purpose or matter pertaining to the performance of this Agreement, any purpose or manner arising from or in connection with the use of the Grace & Truth Books website, and any purpose or manner arising from or in connection with the purchase of services and products through the use of the Grace & Truth Books website. The Affiliate and Grace & Truth Books each agree that any action or proceeding commenced for any purpose or matter pertaining directly or indirectly to this Agreement, any purpose or matter arising from or in connection with participation in the Grace & Truth Books Affiliate Program, any purpose or matter pertaining to the performance of this Agreement, any purpose or manner arising from or in connection with the use of the Grace & Truth Books website, and any purpose or manner arising from or in connection with the purchase of services and products through the use of the Grace & Truth Books website shall be commenced and maintained only in a court in the State of Arkansas.
16. RELATIONSHIP OF THE PARTIES.
The parties acknowledge and agree that there is no joint venture, partnership, employee, agency or fiduciary relationship existing between the parties and the parties do not intend to create any such relationship by this Agreement, the performance of the parties under this Agreement, or the Affiliate’s participation in the Grace & Truth Books Affiliate Program. Neither party shall have any right, by virtue of this Agreement or the Affiliate’s participation in the Grace & Truth Books Affiliate Program to make any contract, agreement, undertaking, warranty, or representation on behalf of the other party.
17. PUBLICITY.
The Affiliate may not issue any press release regarding the relationship of the Affiliate and Grace & Truth Books or the terms of this Agreement nor, except for the use of the Links and the Grace & Truth Books Content on the Affiliate website specifically authorized under this Agreement, otherwise publicize or disclose to any third party the relationship of the Affiliate and Grace & Truth Books or the terms of this Agreement without the express written consent of Grace & Truth Books.
18. CUSTOMER INFORMATION.
The Affiliate acknowledges that as the result of the Affiliate’s participation in the Grace & Truth Books Affiliate Program and the creation and maintenance of the Links, Grace & Truth Books may receive information about users of the Affiliate website and the Affiliate agrees that Grace & Truth Books and its affiliates are authorized to access, receive, store, use and disclose such information. The Affiliate further acknowledges and agrees that Grace & Truth Books and its affiliates are authorized to access, receive, store, use and disclose all information regarding Customers who connect to the Grace & Truth Books website or who place product orders through the use of the Links.
19. BINDING EFFECT AND ASSIGNMENT.
This Agreement shall be binding on and inure to the benefit of the parties hereto and their heirs, executors, administrators, personal representatives, successors and assigns. This Agreement may not be assigned by the Affiliate without the express written consent of Grace & Truth Books, which consent Grace & Truth Books may withhold in its sole and absolute discretion.
20. MISCELLANEOUS.
All terms, covenants, and conditions contained herein are severable and in the event any of them shall be held to be invalid by a court of competent jurisdiction, this Agreement shall be interpreted as if such invalid term, covenant, or condition were not contained herein.
Headings used in this Agreement are for convenience only and shall not affect the interpretation or construction of this Agreement.
Any failure by Grace & Truth Books to enforce any provision of this Agreement shall not constitute a waiver of such provision or prejudice the right of Grace & Truth Books to enforce the provision at any subsequent time.
The remedies reserved in this Agreement shall be cumulative and in addition to any other remedies provided in law or equity.
If any provision of this Agreement or of any order is or becomes void or unenforceable by force or operation of law, the other provisions shall remain valid and enforceable.
In the event of termination of this Agreement, regardless of the manner or cause for termination, all provisions of this Agreement which by their nature survive such termination shall survive such termination. The termination of this Agreement shall not relieve or operate as a waiver of any prior breach of or default under the terms hereof.