The Michael Management Affiliate Network is a community of select SAP professionals who recognize the tremendous opportunities for growth and profitability when partnering with us. Our network includes independent SAP consultants and many other IT/Technology professionals.
1.1. This Agreement contains the complete terms and conditions governing your participation in the Michael Management Corporation (“MMC”) Affiliate Program (the "Program"). Please note that throughout this Agreement, "we," "us," and "our" refer to MMC, and "you," "your," and "yours" refer to the Affiliate.
1.2. You must be approved by the Company before your participation in MMC's Affiliate Program. Company reserves the right to withhold or refuse approval for any reason and without providing any further detail as to the reason(s) of the application rejection. Once you have been approved, your continued right to participate is conditioned upon the ongoing compliance with the terms and conditions of this Agreement. Failure of the Affiliate to observe the terms and conditions of this Agreement will disqualify Affiliate from participating in the Program.
1.3 Affiliates will receive Affiliate links, banners, graphics and approved content. Affiliate will be paid a commission for every purchase completed using their Affiliate link as set forth in this agreement.
2.1. To begin the enrollment process, you will complete and submit the online application. We will evaluate your application within a reasonable timeframe. We may reject your application at our sole discretion.
We will reject your application or cancel an existing Affiliate account if we determine that your site is unsuitable for our Program, including if it:
You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are MMC.
2.2. All Affiliates that engage in email marketing must have the consent of the recipient to send such email.
2.3. As a member of MMC's Affiliate Program, you will have access to our Affiliate Portal. There you will have access to your performance data, marketing assets (including links and banners), and the ability to update your contact and payment information. For us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with. The Company is not responsible for any missed conversions if any supplied link is modified in any way by you.
2.4. MMC reserves the right, at any time, to review your placement and reject the use of links and require that you change the placement or use to comply with the guidelines provided to you.
2.5. It is your obligation to review the Terms of Service for the Affiliate Program regularly. You must stay aware of any changes to the MMC Affiliate Terms of Service, although MMC will use its reasonable efforts to notify you of any changes.
3.1. We have the right to review your site at any time to determine if you are following the terms and conditions of this Agreement. MMC will notify you of any changes that we feel should be made. If you do not make the changes to your promotions that we feel are necessary, we reserve the right to terminate your participation in the Program.
4.1. This Agreement will begin immediately upon your submission of the application and will continue unless terminated hereunder. Either you or we may end this Agreement with or without cause, immediately. Termination notice may be provided via email and if so, you must immediately cease all advertising activities. All commissions then due will be paid during the next billing cycle, subject to any final accounting and quality assurance verification.
5.1. We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email, (sent to the email address provided in the course of your registration with the Company). Modifications may include, but are not limited to, changes in the payment procedures and the MMC Affiliate Program rules. If any modification is unacceptable to you, you may terminate this Agreement. Your continued participation in the Program following the email of the change notice and the new Agreement on our site will indicate your agreement to the changes.
6.1. Michael Management Corporation offers a PPS (pay-per-sale) affiliate program. We pay active Affiliates 10% commission on referred customers. Commissions are paid on products that can be purchased directly from the MMC website.
6.2. Affiliates are paid approximately every 30 days. Payments shall be made by the fifth of each month. Payments shall be made by digital payment through PayPal. All payments are made in U.S. Dollars only. Affiliates will be paid monthly with a one-month lag to account for refunds and adjustments. For example; commissions earned in the month of January will be paid by the 5 th of March.
6.3. Company shall compile and calculate the data required to determine your eligible commission payment. This information will be available for your review via the Affiliate Portal. Any questions or disputes regarding the data or payout provided by Company must be submitted in writing within five (5) business days from the most recent payment date, otherwise the information will be deemed accurate and accepted as such by you.
6.4. If commission does not exceed $100 for U.S. based Affiliates or $100 for Affiliates located outside the U.S. during the prior period, MMC reserves the right to hold payment until commissions accumulate to the minimum amount.
7.1. Company grants to you a non-exclusive, non-transferable, revocable right to use our logos, trade names, trademarks, provided banners, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of MMC’s Affiliate Program.
7.2. Each party reserves all respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
You represent and warrant that:
8.1. You shall hold in trust for the sole benefit of MMC any materials, information or ideas that are provided to or otherwise made available to the Contractor by MMC, or otherwise obtained or learned by you in connection with the Services, whether before or after the date hereof ("Proprietary Information"). You shall not use, reproduce or disclose any Proprietary Information except to the extent necessary to perform the Services and as authorized in writing by MMC. In any event, except as authorized in writing by MMC, you shall not disclose any Proprietary Information to any person other than individuals within your company who have a need to know such Proprietary Information. "Proprietary Information" includes materials, information and ideas of or about MMC, and their clients, vendors, licensers and other persons, that are not generally known to the public, including, without limitation, materials, information and ideas relating to business plans, operations, products, services, methods, procedures, clients, equipment, systems and software (source and object codes) whether in written, oral or any other form.
8.2. You shall not disclose and shall use best efforts to prevent the disclosure and the unauthorized reproduction or use of the Proprietary Information, which efforts shall be no less than those used by you to protect your own confidential information.
8.3. The restrictions set forth above shall apply, notwithstanding the expiration of the Term or the termination of this Agreement, until such time as you can establish that such information is known to the general public provided such knowledge is not due to acts or omissions of you.
You shall at all times be deemed to be performing as an independent contractor and not as an agent or employee of MMC, and the acts and omissions of your employees, agents and subcontractors, if any, shall be deemed to be those of you. To the extent not precluded by law, you shall indemnify and hold harmless MMC and its partners, principals, agents, members, representatives, assigns and employees from and against any and all liability, damages, losses, claims, demands, judgments, costs and expenses of every nature and kind, by reason of (i) breach of this Agreement by you, or (ii) injury to or death of any person or damage to or destruction of property, arising out of or incidental to or in any way resulting from the acts or omissions, whether negligent or otherwise, of you, and your employees, subcontractors, or agents, if any, in performance under this Agreement. You shall not be responsible for any such losses, liabilities, claims, judgments, costs, demands and expenses caused by the sole negligence or willful misconduct of MMC, its partners, principals, agents, representatives or employees.
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 COMPANY'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.
11.1. 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 MMC. 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 site or otherwise, that reasonably would contradict anything in this section.
11.2. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California without regard to the conflicts of laws and principles thereof.
11.3. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
11.4. This Agreement represents the entire agreement between us and you and shall supersede all prior agreements and communications of the parties, oral or written.
11.5. 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.
11.6. 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.