Affiliates and Resellers Agreement


The term of this Agreement will begin upon our acceptance of your Affiliate application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You are only eligible to earn referral fees on sales occurring during the term of this agreement.


To begin the enrollment process, Affiliate will submit an application to Orionium LLC and Orionium LLC will evaluate Affiliate’s application and will notify Affiliate of Affiliate’s acceptance or rejection. Orionium LLC may reject Affiliate’s application if Orionium LLC determines that Affiliate’s site is unsuitable for the Affiliate Program. Reasons for rejection can include, but are not limited to the Affiliate’s site promoting violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, or the Affiliate’s site promoting illegal activities and/or violating intellectual property rights.


We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on this site. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.


We will not be liable for indirect, special or consequential damages, or any loss of revenue, profits or data, arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under to this Agreement.


You acknowledge that you have read this agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this agreement or operate web sites that are similar to or compete with your website. You have independently evaluated the desirability of participating in the program and are not relying on any representation, guarantee or statement other than as set forth in this agreement.


Spamming, or the sending of unsolicited email, is STRICTLY prohibited. For general reference, we consider spam any email that is sent to more than 10 people at a time that did not ask for it to be sent to them. Orionium LLC will be the sole arbiter as to what constitutes a violation of this provision. “Opt-in,” or email sent with permission from the receiver, is acceptable as long as opt-out/removal requests are fully honored. Orionium LLC has a zero tolerance policy for SPAM. Any Affiliate found to be SPAMMING will be immediately removed from our affiliate program. The only recourse you will have to maintain your affiliate relationship is proof of the receiver’s “opt in” (explicit permission from the receiver for any emails in question) that will nullify the validity of the SPAM complaint. Valid SPAM complaints will result in the immediate termination of your account and forfeiture of any commissions owed you.


Orionium LLC will provide you with textual and graphical links (Link Materials) with which you may link your Web site to our Web site. Once you become an approved Affiliate, we grant you a non-exclusive limited license solely to reproduce and use these Link Materials, including our trademarks to the extent they are incorporated into these Link Materials, only while you are an Affiliate and only in accordance with the terms and conditions of this Agreement. You many include Link Materials in mailings to your opted-in lists (see section regarding Spam) and in other advertisements at your discretion. You agree to display the Link Materials appropriately on your Web site and in advertisements, and to respect our trademarks, service marks, and other rights in the Link Materials. You will use only these Link Materials to link to Orionium LLC, and you will not alter the look or feel of these Link Materials or of our Web site in any way. You will use reasonable efforts to update to new versions of Link Materials as we make them available.


You may not:

A. Directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using Special Links on your website to access our website (e.g., by implementing any “rewards” program for persons or entities who use Special Links on your website to access our website);
B. Post any Special Links on any website or other platform that is accessible through any Internet Access Appliance;
C. Read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity;
D. In any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of our website;
E. Make any orders or subscription requests, or engage in other transactions of any kind on our website on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so;
F. Take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the website on which any functions or transactions are occurring; or
G. Post or serve any advertisements or promotional content around or in conjunction with the display of our website (e.g., through any “framing” technique or technology or pop-up windows), or assist, authorize, or encourage any third party to take any such action. If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any referral commissions otherwise payable to you under this Agreement and/or terminate this Agreement.


Orionium LLC will be solely responsible for tracking sales using special software that communicates with the specially encoded URLs assigned to affiliates. Orionium LLC will endeavor to do its best to ensure accurate tracking of referrals made by affiliates. Affiliates will themselves be solely responsible for ensuring that these special URLs are formatted properly, a necessary prerequisite to accurate tracking of referral sales. Notwithstanding the above statement of responsibility by Orionium LLC to track sales, affiliates hereby acknowledge and accept that the tracking system employed by Orionium LLC is not 100% fail-safe and that there may on occasion be instances of referral sales made that are not credited to an affiliate for any of the following possible reasons:

A. Failure by the affiliate to use the proper format of the specially assigned URL in promotions, web page links, banner ads, and so on.
B. Deliberate or accidental actions by customers to circumvent an affiliate’s special URL so that our software is unable to accurately track that sale.
C. Bugs, glitches or crashes of the tracking software that render it unable to accurately track sales for a period of time.
D. Acts of nature that cause irretrievable data loss on the computers and back-up disk media.


You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:

A. The technical operation of your site and all related equipment
B. The accuracy and appropriateness of materials posted on your site (including, among other things, all product-related materials)
C. Creating and posting Product descriptions on your website and linking those descriptions to the Orionium LLC web site.
D. Ensuring that your website accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors’ browsers.
E. Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)
F. Ensuring that materials posted on your site are not libelous or otherwise illegal.
G. We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys’ fees) relating to the development, operation, maintenance, and contents of your site.


Orionium LLC and your company are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. 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 otherwise, that reasonably would contradict anything in this agreement.


Payments are issued in US dollars, and paid once a month, on the 15th of the month for the total amount of ‘approved’ funds in your affiliate account.


This Agreement will be governed by the laws of the United States and the state of New Mexico, without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.