Associate Program Operating Agreement
Please read the following agreement before signing up with our associate program. Click on
the “I Agree” button at the bottom of the page to continue.
This Operating Agreement (“Agreement”) is made by and between your association
and Human Kinetics, an Illinois corporation, (URL“ humankinetics.com”) having offices at
1607 N. Market Street, Champaign, IL. (“HK”).
Wherever used in this Agreement with initial terms capitalized, the following terms shall have
the following defined meaning:
- “Your Association’s Site” means collectively all web sites maintained
by your association or its affiliates.
- A “Product” is any book, recorded audio tape, recorded video, software,
Distance Education course or other ancillary product listed on the HK site under any of the
subject or gateway areas, offered for sale by HK and is not limited by any distribution
- “Content” means (a) any content that is displayed on the HK web site
including promotional text, photographs, video-clips or excerpts from any past or future
publications authored or published by Human Kinetics and posted on the HK site and (b) any
special excerpts from HK Products as specifically approved and agreed upon in writing from HK.
- “Net Revenue” means gross revenue received by a party from the sale of
any products, less any HK qualified discounts, Product returns, sales taxes, coupons, and
shipping /handling associated with such sale.
- “Commissionable revenues” are Net Revenues derived by HK from accepted
and completed transactions of HK products through Your Association’s Site, and exclude costs
for shipping, handling, gift-wrapping, taxes, or other service charges.
- This agreement is subject to the review of Your Association’s Site by HK, and acceptance
of this agreement will be at HK’s sole discretion. Sites deemed not suitable include but are
not limited to those sites that:
- promote or distribute sexually explicit material
- promote discrimination based on race, sex, religion, nationality, disability,
sexual orientation or age
- promote violence or illegal activities
- violate intellectual property rights
HK reserves the right to examine and review the suitability of any Associate site previously
approved and to terminate this Agreement under the terms stated herein.
Your association agrees to present selected HK Products and provide product links from
their site directly to the corresponding HK online catalog entry. Your association also agrees
to furnish a short description, review, or abstract for each selected Product displayed and will
be responsible for the content, style, and placement of these references. Products (and related
links) may be added or deleted at any time without HK approval—our
Associate Link Generator makes it easy to do so.
Your association may also provide a link to the HK home page: http://www.humankinetics.com.
Links to the HK site placed on Your Association’s Site pursuant to this Agreement and
which properly utilize such special link formats are referred to as “Tagged links.”
To permit accurate tracking, reporting, and commission and referral fee accrual, your
association agrees to use Tagged link formats between sites and to ensure that each of
the links between sites properly utilizes agreed upon and established link formats.
Your association will earn commissions with respect to sales transactions on the HK site
only as they occur directly through such Tagged links. HK will not be liable to your association
for commissions or fees based on transactions from other sites or should your association fail
to use Tagged links.
HK agrees to provide guidelines and access to graphical artwork to use in linking to
the HK home page and further grants your association the nonexclusive and revocable right
to use Content as defined in this agreement for the purposes of: a) identifying Your
Association’s Site as an HK Associate Site and b) to promote and facilitate the sale of Human
Kinetics’ publications as provided in this Agreement. Modification of graphic images or text
without written permission from HK is prohibited. HK reserves all rights in graphic images,
text, any other images, trademarks and trade names and all intellectual property rights
therein. This limited license may be revoked at any time with written notice from HK.
HK agrees to process orders placed by customers who follow tagged links from Your
Association’s Site to the HK site. HK reserves the sole right to accept or reject orders,
to modify prices at any time, and will be responsible for all aspects of credit card
approval, order processing and all fulfillment and customer service activity related to
orders placed. HK will track sales made to customers who purchase products using Tagged
links and will provide standardized quarterly reports summarizing sales activity.
HK will pay commissions on Product sales to third parties provided the customer follows
the tagged link from Your Association’s Site to the HK site, selects and purchases the Product
using the HK ordering system, accepts delivery of the Product at the shipping destination, and
remits full payment. HK will not, however, pay commissions on any Products that are not
purchased through Your Association’s Site’s Tagged links, even if the customer on a previous
visit followed a link from Your Association’s Site to the HK Site.
Your association will earn commissionable revenue according to the following schedule:
HK agrees to pay your association commissions on a quarterly basis. Payments will be
made by check approximately 45 days following the end of each HK fiscal year quarter, for commissions
earned on sales of Products shipped during that quarter, less any taxes required by law. However,
if the commissions paid for any HK fiscal year quarter are less than $50.00, HK will hold that payment
until the total amount due is at least $50.00 or until this Agreement is terminated. If a Product
that generated a commission is returned by the customer, HK reserves the right to deduct any
previously paid and corresponding commission from the next quarterly payment or bill your
association for that commission.
Customers who buy products through the HK Associate Program are considered customers
of Human Kinetics. All established HK policies, and operating procedures concerning prices,
discounts, order approval and entry, shipping, customer service, and accounts receivable
practices will be in force and are subject to change at the sole discretion of HK. Because
price changes may affect HK products, your association is not allowed to provide price
information on HK product descriptions listed on Your Association’s Site. As such, HK
does not guarantee your association the availability or price of any particular product.
- 10% of Net Revenues from the sales of Products occurring on the HK Site through
Tagged links from Your Association’s Site.
- After such time that sales of Products on the HK Site through Tagged links for Your Association’s Site reach a total of $10,000 Net Revenue, or 500 products, whichever happens first, HK agrees to begin paying 12% of Net Revenues at the beginning of the following HK fiscal year quarter.
Associate Program Management
- The term of this agreement shall be from the signature of both parties until such a
time that either party shall choose to terminate. The terminating party shall provide
written notice to the other. In the event of termination, your association agrees to
immediately cease use of and remove all links, trademarks, logos and materials for HK
products. HK agrees to forward final commission payments according to the next scheduled
quarterly royalty period.
- Both parties agree nothing in this agreement creates any joint venture, partnership,
franchise, agency, and sales representative or employment relationship. Further, each party
acknowledges having no authority to make or accept any offers or representations in behalf
of the other.
- HK makes no expressed or implied warranties or representation that the operation of
its site will be free of interruptions or errors and cannot be held liable for the consequences
of any interruptions or errors.
- Each party will defend, indemnify and hold the other harmless from and against any and
all claims, costs, losses, damages and expenses (including reasonable attorneys’ fees) arising
out of or in connection with a breach of the representations, warranties or covenants set forth
in this Agreement. In no event shall either party’s aggregate liability to the other exceed
the total commissions paid or payable under this agreement. NEITHER PARTY WILL BE LIABLE TO
THE OTHER FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF REVENUE OR PROFIT,
EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- This Agreement will be governed by the laws of Illinois without reference to its choice
of law rules. Both parties consent to the personal jurisdiction and venue in the state and
federal courts located in Champaign County, Illinois with respect to any actions, claims or
proceedings arising out of or in connection with this Agreement, and agree not to commence
or prosecute any such action, claim or proceeding other than in the aforementioned courts.
- HK retains the right to modify the terms and conditions of this agreement at any time
by posting a change notice or new agreement on the HK Site. Such changes may include but
are not limited to the structure, amount and schedule of commissions and payments, rules,
policies and procedures. Your association understands that if such modifications are not
acceptable, their sole recourse is to terminate this agreement as outlined above in
paragraph 1 under Associate Program Management.