This Affiliate Marketing Agreement (the “Agreement”) is entered into by and between WonderDads, LLC, (“WonderDads”), a Delaware limited liability company, and you (“Recipient”, “you”, “your” and similar words). This Agreement governs your access to and participation in the Affiliate Marketing Program. Please read this Agreement carefully, as it affects your legal rights.
THIS AGREEMENT TAKES EFFECT WHEN YOU CHECK THE BOX INDICATING THAT YOU HAVE READ AND ACCEPT THESE TERMS (the "Effective Date"). BY CHECKING A BOX TO INDICATE YOUR ACCEPTANCE YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.
IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR PARTICIPATE IN THE AFFILIATE MARKETING PROGRAM.
In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows:
COMMISSION RATE STRUCTURE
Affiliate share earn a one-time $50 commission when a free trial member converts to a paid revenue for a period of one full month.
RECITALS
a. The name of this affiliate marketing agreement is the WonderDads Affiliate Marketing Program (the “Affiliate Marketing Program”).
b. The Recipient represents and warrants to WonderDads that the Recipient has read and understand the Privacy Policies located at [https://WonderDads.com/privacy/](https://parentfile.com/privacy/) and agree to the terms set forth therein.
c. For purposes of this Agreement, the term “Recipient” refers to the individual or legal entity named above who applies for and is accepted into the Affiliate Marketing Program. The term “WonderDads” refers to the sponsor of the Affiliate Marketing Program. The term “WonderDads’ website” refers to the website that WonderDads maintains at www.WonderDads.com The term “the Recipient’s website” refers to the website or social media platform on which the Recipient agrees to place a link or mention of WonderDads. The term “Marketing Affiliate” refers to an active participant in the Affiliate Marketing Program.
1. FINANCIAL RESPONSIBILITIES
The Recipient will be fully responsible for all costs and expenses of maintaining and marketing their participation in the Affiliate Marketing Program, including but not limited to all costs associated with the creations, hosting, modification, and improvements to the Recipient’s website, costs of search engine placement and other Internet marketing, costs of inserting WonderDads’ links into its website, offline marketing costs, postage costs, and all other costs and expenses, and the Recipient hereby holds WonderDads harmless from or against the same.
2. NO REPRESENTATIONS REGARDING INCOME POTENTIAL
WonderDads makes no representations and warranties regarding potential income that may result from participation in this Affiliate Marketing Program and specifically disclaims any and all warranties relative to earning potential from the Recipient’s affiliate status.
3. RESPONSIBILITY TO LINK TO WONDERDADS SITE
a. As a Marketing Affiliate, the Recipient will have the obligation to place links on it’s website and/or blog, in email marketing, social media or otherwise directing users to WonderDads’ website.
b. WonderDads makes available to its Marketing Affiliates links, banners, and other information advertising its website to be used subject to the terms of this Agreement. These materials will contain trademarks and other proprietary property of WonderDads. The Recipient may display these materials on the Recipient’s website for the purpose of promoting WonderDads’ website and participating in this Affiliate Marketing Program. If the Recipient discontinues its participation in the Affiliate Marketing Program or if the Recipient’s participation or status as a Marketing Affiliate is terminated for any reason, the Recipient will immediately cease using these materials and will delete all such materials from its website and from its computer. The Recipient must obtain WonderDads’ prior written approval of all links to WonderDads’ website that the Recipient place on its website. The Recipient will cooperate with WonderDads in the establishment and placement of links on the Recipient’s website.
c. The Recipient will only be permitted to use the links that WonderDads provided to the Recipient on the website that the Recipient designates in the Affiliate Marketing Agreement and emails to it’s audience that are opt-in and Can-Spam compliant. Any additional websites or entities will require additional submissions and approval by WonderDads.
d. The Recipient will not modify the links or other materials that WonderDads provided to the Recipient or the placement of the links on the Recipient’s page. The Recipient consents to WonderDads monitoring the Recipient’s website to determine continued compliance with this Agreement.
e. The Recipient consents to WonderDads including information relative to traffic from the Recipient’s site in WonderDads reports. This information may be provided to outside parties.
f. You may not place links to WonderDads’ website or website content in newsgroups, message boards, unsolicited email and other types of spam, banner networks, counters, chat rooms, guest books, IRC channels or through similar Internet resources.
g. Any additional content related to WonderDads should only include factual statements about WonderDads and its products and services, which Recipient knows for certain is true and WonderDads can prove or verify.
h. Recipient agrees to provide content that complies with all applicable laws, rules, and regulations, including those applicable to specific social media platforms.The provision of content in violation of any applicable laws, rules, or regulations shall entitle WonderDads to the same remedies afforded to WonderDads in Section 4 below.
4. ANTI-SPAM POLICY
WonderDads strictly forbids the use of unsolicited commercial email (“UCE”) or SPAM campaigns. WonderDads maintain a zero-tolerance policy against SPAM, be it direct, third party or any affiliate or similar agent acting on the Recipient’s behalf. As such, WonderDads reserves the right to terminate any violating Recipient’s account or any part thereof, without notice or compensation.
Any Recipient found to be involved in a SPAM/UCE campaign, including flooding newsgroups, distributing messages to recipients that do not want the information or any other abuse contravening UCE legislation will be met as follows:
a. The Recipient’s account will be closed immediately, without burden of notice or compensation.
b. A US$500.00 administration fee will be incurred against the offending Recipient.
c. All pertinent information will be provided to any investigating authorities or anti-Spam organizations, notwithstanding any other provision of our Privacy Policy.
d. The Recipient will be held accountable for any monetary damages suffered by WonderDads, sustained through contravention of this Affiliate Marketing Agreement. This will include, but not limit to punitive damages related to lost clients and brand deterioration.
5. CUSTOMER SERVICE
a. WonderDads will be responsible for handling all customer inquiries, product orders, customer billing and collection, product shipment relative to customers that enter WonderDads’ site through the links from the Recipient’s site. Pricing of WonderDads products and services is totally within its discretion and WonderDads reserves the right to change the pricing structure, terminate any special offers, discontinue products or services, or change the terms under which products or services are offered at any time, without any advanced notice to the Recipient or users accessing WonderDads’ site. WonderDads’ only responsibility to the Recipient in this regard is to track customer orders that occur through links from the Recipient’s website and make reports to the Recipient of the commissions due to the Recipient as a result thereof. All such reports shall be un-audited. WonderDads will have no obligation to provide the Recipient with any specific information relative to any customer, regardless of whether they access WonderDads’ site through the link from the Recipient’s site.
b. WonderDads is not responsible for the failure to assign any sale or commissions to the Recipient if the same results from the improper formatting of the link from the Recipient’s website. The Recipient should assure at all times that the link is appropriately formatted and report any problems that the Recipient may have with the same to WonderDads immediately.
6. COMPENSATION
a. Commissions will be paid to the Recipient based upon a percentage of sales made to users who access WonderDads’ site through the Recipient’s site and/or marketing outreach. Commissions will be calculated based upon the gross sales price, but not including any shipping and handling, sales tax, special service fees such as gift wrapping or packaging, late charges, collection costs, imports/export duties, and any other payment made to WonderDads that is not the purchase price for the product that is purchased. Commissions will not be calculated based upon amounts that are attributable to credit card fraud, credits given to customers, bad debt right-off and returned goods. WonderDads reserve the right to deduct in subsequent months for any commission that WonderDads paid that is for a product that is subsequently returned or refunded, or for any other reason if the previous monthly commission was overpaid or later subject to reduction.
b. The percentages to be paid as commissions hereunder are currently as set forth in Schedule A at the end of this Agreement. WonderDads reserves the right to change and amend the commission rate structure at any time, in WonderDads’ sole discretion.
c. Commissions
Commissions will only be paid on sales that are tracked through WonderDads’ online tracking system and indicate the Recipient’s website’s link and/or the Recipient’s unique discount code as the source. There is no right to commissions if a user later returns to WonderDads’ website and makes a purchase through another link or source. Commissions will only be tracked and paid when the user makes a purchase on WonderDads’ website from the Recipient’s website link and/or when the user applies Recipient’s unique discount code or references their name as the referral source.
d. WonderDads will pay commission only upon collection by WonderDads, for initial purchases once converted to a paid member as noted in Schedule A. There will be no commissions on renewals. Any refunds will be deducted from the amount owed, with a reserve level if necessary. as noted in Schedule A. The Recipient has no right to commissions until the applicable customer has paid WonderDads in full. Only purchases that are made through WonderDads’ online ordering process will count towards commission calculations. No commissions shall be paid on any upsell products or services or additional features such as increased storage.
e. Commissions will be paid to the Recipient on a monthly basis, within 30-60 days of the completion of the month, for amounts received by WonderDads during the previous month. WonderDads does not guarantee an exact date of calculation of commissions or payments. All payments will be made via company check sent or electronic transfer to the address that the Recipient supplied in the Affiliate Marketing Agreement. WonderDads does not send payment if the total commission due to the Recipient is not at least $100. Amounts below $100 will accrue to the Recipient account and payment will be made for the month when the Recipient’s total commissions eclipse the minimum. WonderDads reserves the right to amend the minimum commission payment amount at any time.
7. CUSTOMERS’ PROVENANCE
All parties who make purchases through WonderDads’ website, regardless of whether they may have reached its website through the link from the Recipient’s website, are deemed to be WonderDads’s customers and not the Recipient’s customers relative to WonderDads’s products and services. WonderDads will have the right to contact these customers and send future marketing offers to them. The Recipient will have no right to commissions on subsequent purchases that may be made by these customers, except for subsequent purchases that may be traced at the time of purchase through a link from the Recipient’s website. Additionally, all such customers and purchases will be subject to WonderDads policies, procedures, rules and regulations and the Recipient has no right or authority to amend or offer any different offers relative to the purchase of products from WonderDads’ website. WonderDads however, reserves the right to amend any of its terms, conditions, policies, procedures, pricing, payment policies, collection policies, and all other items relative to WonderDads’ business and sale of products at any time in its sole discretion.
8. TRADEMARKS AND COPYRIGHTS
a. The Recipient will have a non-exclusive, revocable limited term license to use the trademarks, logos, and copyrighted material that WonderDads provided to the Recipient for use solely on the home page that the Recipient designates in the Recipient Affiliate Marketing Agreement. The Recipient may only use the images that WonderDads specifically makes available to WonderDads Marketing Affiliates at the area of its website that is specifically designated as approved images for Marketing Affiliates. The Recipient may not distribute, reproduce, modify, amend, these images in any way. The Recipient may use these images only for the purposes of promoting WonderDads’ website and products on the Recipient’s website in compliance with the Affiliate Marketing Program policies and procedures and the terms of this Agreement. The license so granted is subject to complete compliance with all terms and conditions of this Agreement and any policies WonderDads may create and amend from time to time regarding the Affiliate Marketing Program.
b. The Recipient will only use such items in the form, size, content, and appearance that WonderDads provided them to the Recipient. The Recipient is not permitted to modify them. The Recipient agrees to display these items prominently on its website. These items may only be used in if they contain a hypertext link to WonderDads’ website. This license shall immediately terminate upon the termination from the Affiliate Marketing Program. WonderDads may also terminate this license upon notice to the Recipient in the event that the Recipient’s use of these items is contrary to or does not conform with its standards, such standards to be determined in its sole and absolute discretion. The Recipient agrees that WonderDads retains all right, title and interest in and to all such materials. WonderDads will retain all goodwill and other value associated with any of these materials. The Recipient will not gain any trademark, copyright or other proprietary rights to such materials. The Recipient agrees not to take any action that is contrary to or inconsistent with WonderDads rights to these materials. The Recipient will not use these materials in any way that is damaging, defamatory, disparaging, derogatory, or negative to WonderDads or that paints WonderDads in a false or negative light. WonderDads may revoke the limited license granted hereunder at any time in writing to the Recipient. Upon termination or revocation, the Recipient will immediately cease from any use this material.
c. The Recipient is not permitted to use any other proprietary materials, including but not limited to trademarks, copyrights, logos, text, and any other materials that belong to WonderDads or to any other party and which may appear on WonderDads’s website.
d. The Recipient grants to WonderDads a non-exclusive right and license to use the Recipient’s trademarks, trade names, service marks, business names, web page titles, slogans, logos, and copyrighted materials for the purposes of promoting, advertising, announcing, or marketing the Recipient participation in WonderDads Affiliate Marketing Program. The Recipient represents and warrants to WonderDads that no other party has any rights in and to any of these materials and that these materials do not infringe upon or otherwise interfere with the rights of any other party. The Recipient represents and warrants to be the absolute, sole and exclusive owner of all such materials and WonderDads of all trademark rights, copyrights, and other proprietary rights in and to the same. The Recipient represents to have the right, power, and authority to license said materials to WonderDads as aforesaid and that the Recipient is not under any legal or contractually limitation on the right to so license these materials. WonderDads has no obligation to announce, advertise, market, or promote the Recipient participation in WonderDads Affiliate Marketing Program, but reserves the right to do the same at its sole discretion.
e. Recipient agrees not to produce content specifically for WonderDads that includes the intellectual property of other parties, including any third-party music, photographs, artwork, trademarks, logos, or slogans.
9. RESPONSIBILITIES
The Recipient is responsible for all matters pertaining to the Recipient own website including its development, maintenance, operation and placing links on the Recipient’s site in compliance with the terms of the Affiliate Marketing Program. The Recipient is completely responsible for all items that appear on its site and for assuring that such items do not infringe upon or violate the rights of any other party. WonderDads is not responsible for any matter pertaining to the Recipient’s site or the content thereof and the Recipient holds WonderDads harmless and indemnifies WonderDads from any and all claims, suits, threats, demands, liabilities, actions, causes of action related in any way to the Recipient’s website and business. Such indemnity includes WonderDads costs and attorney fees in defending any such matter. The Recipient represents and warrants to WonderDads that its site does not and will not contain any materials that are illegal and that the Recipient’s site is not operated for an illegal purpose or in an illegal manner.
10. REPRESENTATIONS AND WARRANTIES
The Recipient hereby represents and warrants to WonderDads to have the complete power and authority to enter into this Agreement and that this Agreement constitutes a valid and legally enforceable agreement. The entry of this Agreement has been duly and validly authorized by all necessary corporate or other organizational actions and approvals. The Recipient’s entry of this Agreement is not prohibited by the terms of any document, is not contrary to any law, rule or regulations, and is not in violation of any court or administrative order.
11. TERM
The effectiveness of this Agreement shall not commence until the Affiliate Marketing Agreement is accepted by WonderDads. This Agreement shall remain in full force and effect until terminated by the Recipient or by WonderDads. Either WonderDads or the Recipient may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination in compliance with this Agreement. Notices sent hereunder shall be via Email to the Recipient at the Email address indicated in the Recipient Affiliate Marketing Agreement. Any and all notices to the Recipient via Email at such address shall be deemed to be effective notice to the Recipient for all purposes.
12. TERMINATION
Even after WonderDads has accepted the Recipient as a Marketing Affiliate, WonderDads reserves the absolute right to rescind or terminate the Recipient affiliate status for any reason in its sole and absolute discretion. The Recipient will forfeit all right to receive past commissions that may have accrued to the Recipient if this Agreement is terminated as a result of the Recipient failure to comply with the terms of this Agreement or any policies and procedures of the Affiliate Marketing Program that may be established and amended by WonderDads in its discretion from time to time. If this Agreement is terminated for any other reason, the Recipient will have a right to receive its accrued commissions through the effective date of termination; provided, that if the Recipient total commissions due hereunder do not exceed $100, such accrued commission shall be forfeited. WonderDads has the right to withhold final commission payments for sufficient time in order to assure that the amount paid to the Recipient is accurate and not subject to later adjustment for returns or any other reason. If following final payment WonderDads determines that the amount of commissions that the Recipient were paid was too high, as a result of subsequent returns or any other adjustment or reason, the differential shall be a debt from the Recipient to WonderDads and WonderDads shall have all legal right to receive a refund of such overpaid commission from the Recipient.
13. MODIFICATIONS
WonderDads reserves the right in its sole and absolute discretion, to modify any terms and conditions of the Affiliate Marketing Program and the terms and conditions of this Agreement upon notice to the Recipient. Notice of any changes may be given via Email to the Recipient or by posting such changes in the Affiliate Marketing Program sections of WonderDads’ website. Such changes and modifications will take effect upon transmission of Email or posting on WonderDads’ website. The Recipient may terminate participation in the Affiliate Marketing Program if any of these modifications are unacceptable to the Recipient and such termination shall be the Recipient sole and exclusive remedy. If the Recipient continues to participate in the Affiliate Marketing Program following such modifications, the Recipient will be deemed by the Recipient continued participation to accept any and all such changes.
14. LIABILITIES
a. WONDERDADS HEREBY DISCLAIMS ANY AND ALL WARRANTIES AND LIABILITY RELATED TO ANY DOWNTIME OR FAILURE FOR USERS TO BE ABLE TO ACCESS ITS WEBSITE OR TO ACCESS ITS WEBSITE USING THE LINK FROM THE RECIPIENT’S WEBSITE. FURTHERMORE, WONDERDADS SHALL NOT BE RESPONSIBLE FOR AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES RELATED TO ITS WEBSITE, THE AFFILIATE MARKETING PROGRAM, THE RECIPIENT PARTICIPATION IN THE AFFILIATE MARKETING PROGRAM, THE RECIPIENT ABILITY TO MAKE ANY COMMISSIONS OR OTHERWISE PROFIT THROUGH PARTICIPATION IN THIS AFFILIATE MARKETING PROGRAM, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE OR MERCHANTIBILITY, NON-INFRINGEMENT, OR ANY CLAIM MADE BASED UPON WONDERDADS’S COURSE OF DEALING OR USAGE OF TRADE. WONDERDADS DOES NOT REPRESENT OR WARRANT THAT ITS WEBSITE OR ANY APPLICATION, INCLUDING BUT NOT LIMITED TO ITS LINK TRACKING FEATURES, WILL BE ERROR FREE OR THAT THEY WILL FUNCTION WITHOUT INTERRUPTION.
b. WONDERDADS SHALL NOT BE RESPONSIBLE FOR ANY DIRECT OR INDIRECT DAMAGES OR LIABILITIES OF ANY NATURE, INCLUDING BUT NOT LIMITED TO INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES, LOSS PROFITS, LOST BUSINESS OPPORTUNITY OR ANY OTHER DAMAGES; REGARDLESS OF WHETHER WONDERDADS WAS OR HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME AND TOOK NO ACTION TO PREVENT THE SAME.
c. Without limiting the forgoing, WonderDads total liability for any damages arising hereunder shall never exceed the total commissions paid and payable by WonderDads pursuant to the terms hereof.
15. CONFIDENTIALITY
In the event that any information is disclosed to the Recipient through the Recipient’s participation in the Affiliate Marketing Program related in any way to WonderDads’ business which WonderDads deem to be confidential and proprietary, the Recipient agrees to hold such information in the strictest of confidence and not to disclose such information to any other party or to use any such information for the Recipient own purposes. Confidential information will include any information regarding WonderDads changes or modifications to this Agreement or this Affiliate Marketing Program (which WonderDads shall have no obligation to make) or any special treatment that the Recipient may receive (which WonderDads reserves the right to provide in its sole discretion to any affiliate). Confidential information shall also include any and all information related to WonderDads’ business, business plans, marketing plans, user statistics, financial information, pricing, profits, membership information, affiliations, sales information, and all other information which WonderDads considers to be confidential and proprietary.
16. INDEMNIFICATION
The Recipient hereby indemnifies and holds WonderDads, and all of WonderDads stockholders, officers, directors, employees, contractors, affiliates, agents, successors and assigns harmless from and against any and all claims, liabilities, damages, actions, causes of action, suits, threats, demands, settlements, including all costs and attorney fees related thereto, that WonderDads may incur and which are based in whole or in part upon the Recipient participation in the Affiliate Marketing Program, any claims that any of the Recipient trademarks and other proprietary material infringe upon the rights of any other party, the Recipient breach of any term, covenants, condition, representation or warranty contained in this Agreement or any policies of participation in the Affiliate Marketing Program, or any claim related directly or indirectly to the Recipient use, operation or the content of the Recipient’s website.
17. GOVERNING LAW
This Agreement shall be interpreted under the laws of the Delaware. Any and all legal actions relative hereto shall be in the courts of Delaware.
18. RELATIONSHIP OF THE PARTIES
The parties hereto are independent contractors and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The parties shall not be construed as being partners, joint venturers, shareholders, employer/employee, agent/servant. The Recipient has no power or authority to bind WonderDads to any obligation, agreement, debt or liability. The Recipient shall not hold itself out as an agent or representative of WonderDads.
19. NOTICES
Notices to WonderDads shall be by certified mail, return receipt requested addressed to the address contained in this Agreement, or such other address that WonderDads provide notice of to the Recipient via Email or by posting the same on the Affiliates section of WonderDads website. Notices to the Recipient shall be by Email addressed to the Email address that the Recipient provided to WonderDads in the Recipient Affiliate Marketing Agreement or by posting such notices on the Affiliate section of WonderDads’s website. It shall be the Recipient responsibility to check the Affiliate section of WonderDads website periodically to monitor all notices set forth thereon.
20. ASSIGNMENT
This Agreement is only for the benefit of the Recipient. The Recipient shall have no right to assign this Agreement or any benefits or obligation hereunder to any other party or legal entity. Any attempted assignment shall be void.
21. ENTIRE AGREEMENT
This Agreement sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior discussions, understandings, agreements, representations, warranties or covenants between the parties related to the subject matter hereof. This Agreement may only be amended by a writing signed by the authorized representative of each of the parties, except as otherwise set forth herein. Any waiver of a breach or default under this Agreement shall not constitute a waiver of any subsequent or other breach or default and shall not serve to modify the agreements set forth herein.
If any provision or term of this Agreement is held to be invalid for any reason, it shall not effect the enforceability of the remainder of this Agreement or any other term or condition of this Agreement.
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