Affiliate Program Terms and Conditions


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1. Enrollment

To become a participant in the Affiliate Program (hereinafter, an "Affiliate"), you must properly complete a Program application and submit the application to Government Liquidation (hereinafter, "GL") via the application portal. Your application will be reviewed and you will be notified of our decision in a timely manner.

GL will have the right to accept or reject any application at our sole discretion, with or without reason, at any time. Applications will not be accepted from any of our vendors, employees, GL customers*, nor from any applicant operating a web site that contains any of the following: (a) sexually explicit, obscene or pornographic content (whether in text or graphics), (b) speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise), (c) graphic violence (which may include certain types of game web sites), (d) content related to liquor, tobacco, guns or firearms, drugs, gambling, crime or death, (e) politically sensitive or controversial issues (including, among other things, euthanasia, abortion, capital punishment) or other political content (including, among other things, lobbyists, PAC web sites, political campaigns), or (f) any unlawful behavior or conduct.

* GL customer:� Companies or individuals who have registered and/or completed a transaction with Government Liquidation

2. Commission Determination and Payment

On a monthly basis, each time a customer referred to GL from an Affiliate's web site buys an item from the GovLiquidation.com marketplace, GL agrees to pay a commission of 1% per sale as well as $1.00 per new registration. Each visitor needs to enter GovLiquidation.com through a properly coded link from the Affiliate's web site. A properly coded link is HTML code designed to not only display a text message, button or banner but also to assist in the tracking of impressions, click throughs, and transactions. This HTML cookie must be generated and copied in its entirety from the Commission Junction affiliate portal.

GL will pay Affiliate commissions on a monthly basis. Within approximately 30 days following the end of each month, GL will send the Affiliate a check for the commission earned. If the commissions payable to the Affiliate for any month are less than $50.00, GL will hold those commissions until the next month. If a transaction that generated a commission is cancelled, GL will deduct the corresponding commission from the Affiliate's next monthly payment or, if there is no subsequent payment, GL will send the Affiliate a bill for the amount GL overpaid the Affiliate, which will be payable within 30 days of receipt. GL's determinations of the commissions payable to the Affiliate will be final and binding.

Commissions earned by Affiliates may not be offered, directly or indirectly, in whole or in part, to GL members in the form of rebates, coupons, commissions, refunds or any other manner. Participation in GL's Program and all commissions earned through the Program are subject to verification of compliance with the foregoing conditions.

3. Compensation to GovLiquidation.com for Generation of False Referrals

Affiliate hereby agrees not to generate referrals for persons who are not bona- fide users of the GL web site, or to generate referrals by a bot (a program that runs automatically without human intervention) or other automated method.

Affiliate further agrees to pay GL an amount equal to twice the amount of any commissions paid by GL for such referrals. In the event that GL discovers the generation of any such referrals by the Affiliate before any commissions are paid to the Affiliate, no commissions shall be paid for such requests, and the Affiliate shall pay GL an amount equal to the commissions that GL would have paid had such requests not been false.

4. Licenses and Promotion of Affiliate Relationship

During the Term (as defined below) of this Agreement, Affiliate agrees to place at least one of the graphic or text links approved by GL on the Affiliate's web site. These are made available to the Affiliate via the Commission Junction affiliate portal. Affiliate agrees to code all Links to GovLiquidation.com in the manner specified by GL. Further, during the Term of this Agreement, GL grants The Affiliate a non-exclusive, revocable, non-transferable license to use (a) the Links for the sole purpose of displaying the Links on the Affiliate web site with only the URL(s) specified in the Affiliate's application in order to connect that web site to GovLiquidation.com and (b) solely in connection with such Links, GL's trademark, logo, and similar identifying material relating to GL (but only in the form(s) that they are provided by GL) (collectively, the "Licensed Materials") for the sole purpose of advertising, promoting or marketing your Affiliate relationship with GL. Affiliate is entitled to use the Links and/or Licensed Materials only if an Affiliate is in good standing with the Program. GL reserves all rights to all the Links and Licensed Materials. GL may revoke the Affiliate's license at any time, with a written notice. If not revoked, this license shall terminate upon expiration or termination of this Agreement.

Affiliate will use the Links and the Licensed Materials only in the exact form, style and type provided by GL, and Affiliate will include with the Links and the Licensed Materials such copyright, trademark or other notices as may be required by law or requested by GL. GL will have the right to alter, modify or discontinue the use of any of the Links and/or the Licensed Materials or the form, style or type thereof at any time at GL's sole discretion. Affiliate agrees to substitute any such Links and/or Licensed Materials with any new Links and/or Licensed Materials provided by GL from time to time throughout the Term of this Agreement.

In addition to the foregoing control measures, GL may implement additional control measures to protect GL's intellectual property rights in the Links and the Licensed Materials, and the Affiliate agrees to cooperate with GL to protect such intellectual property rights. Affiliate further agrees to maintain a level of quality in connection with the use of the Links and the Licensed Materials that is consistent with general industry standards, and Affiliate acknowledges that GL will periodically monitor Affiliate's use of the Links and the Licensed Materials to confirm maintenance of such quality levels.

Affiliate acknowledges that, except for the license expressly granted in this Agreement, Affiliate has not acquired and will not acquire any right, interest or title to the Links or the Licensed Materials by reason of this Agreement or through the exercise of any rights with respect to the Links and/or the Licensed Materials granted to the Affiliate hereunder. Affiliate further acknowledges that all proprietary rights in the Links and the Licensed Materials and the goodwill associated therewith are solely owned by and belong to GL, and that all additional goodwill associated with the Links and the Licensed Materials created through their use by the Affiliate will inure to our sole benefit. As between the Affiliate and GL, GL will be considered the creator of the Links and the Licensed Materials, and all rights in the Links and the Licensed Materials will be GL's property. In addition, the Affiliate hereby grants, assigns and conveys to GL any and all rights the Affiliate may now have or may be deemed to have in the future with respect to the Links and the Licensed Materials or any portion of them. Affiliate agrees not to register or attempt to register any brands, names, marks, or other elements of the Links and/or the Licensed Materials as a trademark, service mark, Internet domain name, trade name, or any similar trademarks or name, with any domestic or foreign governmental or quasi governmental authority which would be likely to cause confusion with any of the Links and/or the Licensed Materials. Affiliate agrees not to commit any act that would cause any of the Links and/or the Licensed Materials to vest in the public domain anywhere in the United States or Canada. Other than as set forth in this Agreement, the Affiliate shall make no use of the Links and/or the Licensed Materials or of any designation confusingly similar to any of the Links and/or the Licensed Materials without GL's prior written consent.

Affiliate further agrees to waive the right to (a) use any method other than the Links for the purpose of identifying your web site as an Affiliate of the Program and establishing a link from your web site to GovLiquidation.com; (b) use the Links and/or the Licensed Materials in any manner that suggests an endorsement or validation of any product or service other than GovLiquidation.com; (c) use the Links and/or the Licensed Materials in any manner that is disparaging or that otherwise portrays us in a negative light, as solely determined by us; (d) use the Links and/or the Licensed Materials in connection or association with any matter that falls within any of the following: (1) sexually explicit, obscene or pornographic content (whether in text or graphics), (2) speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise), (3) graphic violence (which may include certain types of game web sites), (4) content related to liquor, tobacco, guns or firearms, drugs, gambling, crime or death, (5) politically sensitive or controversial issues (including, among other things, euthanasia, abortion, capital punishment) or other political content (including, among other things, lobbyists, PAC web sites, political campaigns), or (6) any unlawful behavior or conduct; (e) use the Links and/or the Licensed Materials or any other names, marks, symbols, copyrights, logos, fanciful or other characters, designs, representations, figures, drawings, photographs, ideas or other proprietary designations or properties owned, developed, licensed or created by GL, except as expressly permitted by this Agreement; (f) use the Links and/or the Licensed Materials as your own property; or (g) use the Links and/or the Licensed Materials in connection with, in any manner or form, the names, marks, signs, symbols, products, services, logos or other proprietary designations or properties of any third parties. Affiliate further agrees not to post, mail or distribute GL coupons, gift certificates or other discount mechanisms in any way without first obtaining GL's written consent, nor will Affiliate in any way misrepresent GL's offers, policies or product availability.

Affiliate shall promptly report to GL if aware of (a) any infringement of GL's intellectual property rights relating to the Links and/or the Licensed Materials by any third party, (b) any infringement by any such third party of any right granted under this Agreement, and (c) any unauthorized copying or distribution of the Links and/or the Licensed Materials or any component thereof by any third party.

Affiliate grants GL a non-exclusive license to utilize Affiliate's names, titles, and logos, as the same may be amended from time to time (the "Affiliate Trademarks"), to advertise, market, promote, and publicize in any manner GL's rights hereunder; provided, however, that GL shall not be required to so advertise, market, promote, or publicize the Affiliate Trademarks. This license shall terminate upon the termination of this Agreement.

Affiliate hereby represents and warrants to be the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to GL the license to use your trademarks in the manner contemplated herein, and such grant does not and will not (a) breach, conflict with, or constitute a default under any agreement or other instrument applicable to Affiliate or binding upon Affiliate's assets or properties, or (b) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.

5. Obligations of Affiliate

Affiliate agrees to provide written notice of changes to Affiliate web sites or URLs, or addition of supplemental URLs added to the Commission Junction affiliate portal, including web site content that may alter the general purpose of which the Affiliate web site has hitherto been known or party to. Written notice can be sent via electronic mail to glpartners@liquidityservices.com. GL reserves the right to terminate this Agreement if updated content or URLs do not comply with Sections 3, 4, 5, 6, 8, 9, 11, 12 and 13 of this Agreement.

Affiliate agrees to be solely responsible for, and to defend, indemnify and hold GL and GL officers, directors, agents, employees and representatives harmless from and against any and all claims, actions, demands, suits, damages, losses, liabilities, judgments, settlements, obligations, costs, penalties and expenses, including legal fees and expenses, relating to or based upon, the development, operation and maintenance of your web site, including, among other things, (a) all materials that appear on your web site; (b) the technical operation of your web site and all related equipment; (c) creating and posting product reviews, descriptions and references on your web site and linking those descriptions to GovLiquidation.com; (d) the accuracy and propriety of materials posted on your web site; (e) the sale or offering for sale, use or consumption of any products on your web site; (f) ensuring that materials posted on your web site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal; and (g) ensuring that our use of the Affiliate Trademarks does not infringe on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party. GL expressly disclaims all liability and responsibility for any and all such matters.

6. Term of the Agreement

Either the Affiliate or GL may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. If and when the Agreement is terminated, the Affiliate will lose access to the Government Liquidation section of the Commission Junction affiliate portal, will not receive any compensation for that monthly pay period, and must immediately cease use of and remove the GovLiquidation.com links from the Affiliate web site.

The "Term" of this Agreement will begin upon GL's acceptance of your Affiliate Program application and will end on the date this Agreement is terminated by either party. Either the Affiliate or GL may terminate this Agreement at any time, with or without cause, by giving the other party two days written notice of termination. If and when the Agreement is terminated, the Affiliate will lose access to GL content, will not receive any compensation for that period, and will have one week to remove GovLiquidation.com links. Any Affiliate wishing to terminate this Agreement shall provide notice to GL via electronic mail at the following address: glpartners@liquidityservices.com. Notwithstanding the foregoing, GL may terminate the Agreement, immediately without notice, (a) if GL determines at our sole discretion that the Affiliate's web site contains any of the following: (1) sexually explicit, obscene or pornographic content (whether in text or graphics), (2) speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise), (3) graphic violence (which may include certain types of game web sites), (4) content related to liquor, tobacco, guns or firearms, drugs, gambling, crime or death, (5) politically sensitive or controversial issues (including, among other things, euthanasia, abortion, capital punishment) or other political content (including, among other things, lobbyists, PAC web sites, political campaigns), or (6) any unlawful behavior or conduct, or (c) upon any breach of Section 1, 2, 3 or 4 above, as solely determined by us. Sections 3, 4, 5, 6, 8, 9, 11, 12 and 13 of this Agreement shall survive any termination of this Agreement.

Upon the termination of this Agreement for any reason, the Affiliate will immediately cease use of and remove the GovLiquidation.com links from the Affiliate web site, including all Links and Licensed Materials and any other names, marks, symbols, copyrights, logos, fanciful or other characters, designs, representations, figures, drawings, photographs, ideas or other proprietary designations or properties owned, developed, licensed or created by us and/or provided by or on behalf of GL to the Affiliate pursuant to this Agreement or in connection with the Affiliate Program. Affiliate will not receive any commissions on any referrals occurring following the end of the Term, and commissions earned through the end of the Term will remain payable only with respect to those transactions that are not canceled. The Affiliate will not receive any commissions on any referrals occurring following the end of the Term, and commissions earned through the end of the Term will remain payable only with respect to those transactions that are not cancelled. GL may withhold Affiliate's final payment for a reasonable time to ensure that the correct amount is paid. In addition, in the event that this Agreement is terminated by GL as a result of the Affiliate's breach of Section 1, 2 or 4 above, GL may withhold any or all commissions that would have been earned by the affiliate before such breach, and Affiliate shall reimburse GL for any and all such commissions that may have been paid to the Affiliate.

7. Modification

GL may modify any of the terms and conditions contained in this Agreement, at any time and at our sole discretion, by posting a change notice or a new Agreement on our web site. Modifications may include, but are not limited to, changes in the commission schedule, payment procedures and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO THE AFFILIATE, THE ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. THE AFFILIATE'S CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING GL's POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON GovLiquidation.com WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

8. Limitation of Liability

GL WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF REVENUE, PROFITS OR DATA, WHETHER CAUSED DIRECTLY OR INDIRECTLY, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Further, our aggregate liability, whether in contract, tort (including negligence or strict liability) or otherwise, for any loss or damages incurred by the Affiliate arising with respect to this Agreement and/or the Program shall in no event exceed an amount equal to the total commissions paid or payable to the Affiliate under this Agreement.

9. Disclaimers

EXCEPT AS EXPRESSLY STATED HEREIN, GL MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER WRITTEN OR VERBAL, EXPRESS OR IMPLIED, REGARDING ANY ASPECT OF THE PROGRAM. FURTHER, EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES IMPLIED IN LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. In addition, GL makes no representation that the operation of GovLiquidation.com will be uninterrupted or error-free, and GL shall not be liable for the consequences of any interruptions or errors.

10. Relationship of Parties

GL and the Affiliate are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. The Affiliate will have no authority to make or accept any offers or representations on GL's behalf. The Affiliate will not make any statement, whether on your web site or otherwise, that reasonably would contradict anything in this Section.

11. Confidentiality

Each party to this Agreement agrees that all information, including, among other things, the terms of this Agreement, business and financial information, and member and vendor lists, shall remain strictly confidential and shall not be utilized for any purpose outside the terms of this Agreement except and solely to the extent that any such information is (a) already lawfully known to or independently developed by the receiving party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third party not having any obligation of confidentiality to the discloser hereunder. Notwithstanding the foregoing, each party is hereby authorized to deliver the copy of any such information (a) to any person pursuant to a valid subpoena or order issued by any court or administrative agency of competent jurisdiction, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process, including, without limitation, the Securities Exchange Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

12. Independent Investigation

THE Affiliate's APPLICATION SUBMISSION ACKNOWLEDGES THAT YOU HAVE READ THIS AGREEMENT, HAVE HAD AN OPPORTUNITY TO CONSULT WITH YOUR OWN LEGAL ADVISORS IF YOU SO DESIRED, AND AGREE TO BE BOUND BY ALL ITS TERMS AND CONDITIONS. YOU AGREE THAT, IN INTERPRETING THIS AGREEMENT, NO WEIGHT SHALL BE PLACED UPON THE FACT THAT THIS AGREEMENT HAS BEEN DRAFTED BY US, AND YOU SHALL NOT ASSERT THAT THIS AGREEMENT IS UNENFORCEABLE OR INVALID ON THE GROUNDS THAT IT IS A CONTRACT OF ADHESION, THAT IT IS UNCONSCIONABLE, OR ANY SIMILAR THEORY. YOU UNDERSTAND THAT GL MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT. GL MAY ALSO SOLICIT AFFILIATE RELATIONSHIPS WITH ENTITIES THAT OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU FURTHER UNDERSTAND THAT GL MAY AT ANY TIME OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. 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.

13. Governing Law and Consent to Jurisdiction

This Agreement shall be governed by, and construed in accordance with, the laws of the United States and the District of Columbia, without reference to rules governing choice of laws. Any legal proceeding of any nature brought by either party against the other to enforce any right or obligation under this Agreement, or arising out of any matter pertaining to this Agreement, must be brought in the federal or state courts located in District of Columbia and you irrevocably consent to the jurisdiction of such courts.

14. Miscellaneous

The provisions contained in this Agreement constitute the entire Agreement between the parties with respect to the subject matter of this Agreement, and no statement or inducement with respect to such subject matter by any party that is not contained in this Agreement shall be valid or binding between the parties.

The Affiliate may not assign or transfer this Agreement or any interest herein, nor shall the same be assignable by operation of law, without our prior written consent. For this purpose, "assignment" shall include any sale of a majority of the voting power of the Affiliate's capital stock or any merger, consolidation or other comparable transaction following which you are not the surviving corporation.

No release, discharge or waiver of any provision of this Agreement will be enforceable against or binding upon either party unless in writing and executed by the party granting such release, discharge or waiver. Neither the failure to insist upon strict performance of any of the terms, covenants or conditions of this Agreement, nor the acceptance of monies due hereunder with knowledge of a breach of this Agreement, shall be deemed a waiver of any rights or remedies that either party may have or a waiver of any rights or remedies with respect to any subsequent breach or default with respect to this Agreement.

If any term or provision of this Agreement shall be found to be void or contrary to law, such term or provision shall, but only to the extent necessary to bring this Agreement within the requirements of law, be deemed to be severable from the other terms and provisions hereof, and the remainder of this Agreement shall be given effect as if the parties had not included the severed term herein. As used in this Agreement, "dollars" or "$" refers to United States dollars.