Home Mold Test Kits - Sign Up For the IMS Laboratory Affiliate Program and Earn!

Terms of service

To be an authorized affiliate of www.yoursite.com, you agree to abide by the terms and conditions contained in this agreement.

To be an authorized affiliate of www.homemoldtestkit.com, you agree to abide by the terms and conditions contained in this agreement.

PLEASE NOTE that we reserve the right to reject or cancel your acceptance if your Website discriminates against others, advocates illegal activities, or otherwise violates the terms of the following Agreement.

This Agreement (\Agreement\) is made by and agreed to between IMS Laboratory, LLC, a Michigan limited liability company, located at 3250 Old Farm Lane, Suite 1, Walled Lake, Michigan 48390 (\IMS Laboratory\), and you (\You\). This Agreement contains the complete terms and conditions that apply to your participation as an affiliate with the IMS Laboratory Affiliate Marketing Program, and the establishment of links from your Web site to the IMS Laboratory HomeMoldTestKit.com Web site.

1. Term and Termination. The term of this Agreement (the \Term\) will begin upon our acceptance of your site in the IMS Laboratory Affiliate Marketing Program and your acceptance of this Agreement. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other at least five (5) days written notice of termination. You are only eligible to earn commissions on sales occurring during the Term, and commissions earned through the date of termination will remain payable only if the product orders are not cancelled. IMS Laboratory may withhold final payment for a reasonable time to ensure against cancellations.

2. Promotion.

a. IMS Laboratory will make available to you, or you will create, subject to our approval, a variety of graphic and textual links (the \Links\ collectively, or \Link\ individually) in order to link to the HomeMoldTestKit.com website. You and we will cooperate in good faith to develop and implement such Links. Each Link will permit recipients to navigate directly to a page on the HomeMoldTestKit.com Web Site designated by us via a special tagged link format. No Link will be placed on any page or screen that contains objectionable content (including but not limited to content that is misleading, libelous, defamatory, obscene, violent, bigoted, hate-oriented, illegal, and/or promoting illegal goods, services or activities, that violates intellectual property rights of third parties, or contains or promotes deceptive information).

b. You will be responsible for integrating the Links into your site to properly enable tracking sales, and we will not be responsible for your failure to do so, including to the extent such failure may result in any reductions of amounts that would otherwise be paid to you under this Agreement.

c. Prohibited Uses of Links.

i. You may not place Links to IMS Laboratory’s HomeMoldTestKit.com Web site or Web site content in third party newsgroups, message boards, blogs, unsolicited email and other types of spam, link farms, counters, chatrooms, or guestbooks. Affiliates using IRC channels, instant messages or similar Internet resources must designate their program as special requiring manual review and acceptance by IMS Laboratory.

ii. You must promote Advertisers such that You do not mislead the Visitor, and such that the Links deliver bona fide Transactions by the Visitor to IMS Laboratory from the Link. You shall not cause any Transactions to be made that are not in good faith, including, but not limited to, using any device, program, robot, Iframes, or hidden frames. You may or may not be compensated for Transactions where You or Your agent are the Visitor. Multiple Leads from the same individual, entity or IP address may be considered non-bona fide Transactions. You shall not earn Payouts for non-bona fide Transactions.

iii. None of Your promotional activities may infringe IMS Laboratory’s proprietary rights (including but not limited to trademark rights) or a third party\s proprietary rights.

3. Referral Fees. IMS Laboratory will pay you referral fees (\Referral Fees\) of ten (10%) percent of the aggregate Net Proceeds received from the sale of Qualifying merchandise actually purchased from IMS Laboratory. The term \Qualifying Merchandise\ will mean all products that are purchased by users during an IMS Laboratory Web Site visit immediately following navigation to the designated URL through a hypertext link from your Web site. Referral Fees will not be payable on sales otherwise made from IMS Laboratory, even if the customer previously purchased Qualifying Merchandise. The term \Net Proceeds\ will mean the gross proceeds received by IMS Laboratory from the sale of Qualifying Merchandise on the IMS Laboratory Web Site, less costs and expenses attributable to taxes, shipping and handling, fraud and bad debts, duties, gift wrapping and credit card processing. (For purposes of calculating Net Proceeds, credit card sales will be subject to a flat deduction of 3% of the gross sale price). IMS may change referral fee payout rate upon no less than 5 days written notice with effect from the 6th day (or such later date as specified by IMS).

4. Affiliates Obligations.

a. You agree to provide IMS Laboratory with accurate information about You and Your promotional methods, and to maintain up-to-date “Account” information (such as contact information, Web sites used, etc.). In Your Account, You must accurately, clearly and completely describe all promotional methods by selecting the appropriate descriptions and providing additional information when necessary. Some promotional methods will be designated by the system as “special”. Special programs are linked to promotional methods and practices considered unique and require manual approval and acceptance by the Advertiser. IMS Laboratory reserves the right to define any program as special.

b. If Links to IMS Laboratory Website are not dynamically updated, You are obligated to update the Links in order to earn referral fees.

5. Payment Schedule
Referral fees will be payable within ninety (90) days from the end of each calendar quarter. If during any calendar quarter of the Term your referral fees do not exceed fifty dollars ($50.00), then you will not receive payments until following the calendar quarter during which your aggregate referrals fees equal or exceed said amount.

6. Representations Warranties; Limitation of liability

a. Each of us hereby represents and warrants that:
i. It has full power and authority to enter into this Agreement and to perform its obligations hereunder;
ii. It has obtained all permits, licenses, and other governmental authorizations and approvals required for its performance under this Agreement;
iii. The services to be rendered by each of us under this Agreement neither infringe nor violate any patent, copyright, trade secret, trademark, or other proprietary right of any third party.

b. IMS Laboratory will remain solely responsible for the operation of the IMS Laboratory Web Site, and you will remain solely responsible for the operation of your site. Each party: i) Acknowledges that their respective sites may be subject to temporary downtime due to causes beyond their reasonable control; ii) Subject to the specific terms of this Agreement, retains sole right and control over the programming, content and conduct of transactions over its respective site or service.

c. EACH PARTY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING (i) THE AMOUNT OF SALES THAT IMS LABORATORY MAY GENERATE DURING THE TERM, AND (ii) ANY ECONOMIC OR OTHER BENEFIT THAT THE OTHER PARTY MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT.

d. NEITHER IMS LABORATORY NOR AFFILIATE WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA) ARISING OUT OF THIS AGREEMENT. IMS LABORATORY’S ENTIRE LIABILITY ARISING FROM THIS AGREEMENT WHETHER IN CONTRACT OR TORT, WILL NOT EXCEED THE AMOUNTS PAYABLE TO AFFILIATE HEREUNDER.

7. Fulfillment and Policy. As between You and us, IMS Laboratory will be solely responsible for fulfilling all orders for its products and payment processing, and customers who buy products through the affiliate marketing program will be deemed customers of IMS Laboratory. Accordingly, all rules, policies, operating procedures and information concerning customer orders and sales will apply to those customers, including our rules of privacy and confidentiality. We may change our policies and operating procedures at any time, without notice.

8. Intellectual Property Rights

a. IMS Laboratory hereby grants to you during the Term a non-exclusive, non-transferable, royalty-free license to establish hyperlinks between yours and our Web Sites and to use IMS Laboratory trade names, logos, trademarks and service marks (the \ IMS Laboratory Marks\) on your site solely as is reasonably necessary to establish and promote such hyperlinks and to otherwise perform your obligations under this Agreement; provided, however, that any other promotional materials or usages containing any of the IMS Laboratory Marks will be subject to IMS Laboratory prior written approval.

b. You hereby grant to IMS Laboratory during the Term, a non-exclusive, non-transferable, royalty-free license to establish hyperlinks between yours and our Web Sites and to use your trade names, logos, trademarks and service marks (the \Affiliate Marks\) solely as is reasonably necessary to establish and promote such hyperlinks and to otherwise perform our obligations under this Agreement; provided, however, that any other promotional materials or usages containing any of the Affiliate Marks will be subject to your prior written approval.

c. Except as set forth above, you and we each reserve all right, title and interest in respective intellectual property rights (e.g., patents, copyrights, trade secrets, trademarks and other intellectual property rights). Use of the other\s marks except as set forth herein is strictly prohibited.

9. Indemnification

a. You agree to indemnify, defend and hold harmless IMS Laboratory and our affiliates, directors, officers, employees and agents, and partners from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney\s fees) relating to the operation of your site, a breach of your obligations under this Agreement, or the violation of any third party intellectual property rights of editorial content or other materials of your site.

10. General Provisions

a. You and IMS Laboratory will each monitor and periodically test the general availability and operation of our respective Web sites.

b. You and IMS Laboratory are entering this Agreement as independent contractors, and nothing will be construed to create a partnership, agency, joint venture or employment relationship between you and us.

c. In its performance of this Agreement and in the operation each party\s respective Web sites, you and IMS Laboratory each will comply with all applicable laws, regulations, orders and other requirements, now or hereafter in effect, of governmental authorities having jurisdiction. Without limiting the generality of the foregoing, you and IMS Laboratory each will pay, collect and remit such taxes as may be imposed with respect to any compensation, royalties or transactions under this Agreement.

d. Neither you nor IMS Laboratory will be considered to be in breach of or default under this Agreement on account of any delay or failure to perform as a result of any causes or conditions that are beyond our respective reasonable control. If any force majeure event occurs, the affected party will give prompt written notice to the other and will use commercially reasonable efforts to minimize the impact of the event.

e. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the State of Michigan. Any action to arising
hereunder will be brought in the state courts, located in Oakland County Michigan.

f. Any notices under this agreement will be given in writing. Notices may be given by electronic mail and will be deemed delivered and given for all purposes on the sent date, but only if the receiving party has confirmed its receipt by return electronic mail. Notices sent via traditional means will be sent it via certified mail, return receipt requested. Notices to IMS Laboratory will be sent to: IMS Laboratory, LLC, 3250 Old Farm Lane, Suite 1, Walled Lake, Michigan 48390.

g. You may not assign this Agreement, in whole or in part, 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.

h. The failure of either you or us to enforce any provision of this Agreement will not constitute a waiver of the right to subsequently enforce the provision. Any remedies specified in this Agreement are in addition to any other remedies that may be available at law or in equity.

i. This Agreement represents the entire Agreement between you and us with respect to the subject matter hereof and supersedes any other oral or written agreements regarding such subject matter, and may be amended or modified only by a written instrument signed by a duly authorized agent of each party.

j. If any provision of this Agreement will be declared by any court of competent jurisdiction to be illegal, void or unenforceable, all other provisions of this Agreement will not be affected and will remain in full force and effect.
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