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Affiliate Agreement
This Affiliate Agreement (the "Agreement") is made by
and between (""), and you, as an
Affiliate utilizing the Affiliate Program ("You", "Your",
"Affiliate").
You must agree to abide by the terms and conditions contained in this Agreement
in order to participate. Please read this Agreement carefully before registering
and using the Program as an Affiliate. By signing up for the
Affiliate Program, you indicate Your acceptance of this Agreement and its terms
and conditions. If You do not accept this Agreement, do not use the
Program as an Affiliate.
PRIVACY POLICY
respects the privacy of its users and will not disclose
personal information to third parties without the express permission of You and
Your company.
DEFINITIONS
"Performance Marketing" occurs when individual web sites that generate their own
traffic ("Affiliates") partner with online Merchants and the Merchant pays a
commission or other reward for those Visitors resulting in a closed sale.
"Affiliate" means an individual or business generating their own traffic and
thus rewarded for legitimate sales.
Affiliates use to facilitate relationships as well as
gain tracking, reporting, and issuance of commission payments.
"Visitor" means any person, or user that clicks on a Link to ’s
Web site placed on an Affiliate's Web site.
"sale commission" means the Payout sets and agrees to pay
for Visitors referred to the 's Web site that results in a
sale of a product or service. The sale could occur at the time of the visit or
at a later time.
"Payout" means the amount of sale commission agrees to
pay for an individual sale. The Payout is defined as either a percentage of the
number of sales referred by a given Affiliate.
"Commission" means the amount sale commission agrees to
pay for an individual sale. The Payout is defined as a percentage of a total
number of sales.
"Link" means a hyperlink placed on an Affiliate's site that, when clicked on,
sends a Visitor through to 's website. Links take many
forms including text, a product image, buttons, banners, or videos.
"VOID" means a reversal of a Payout previously earned for a sale, that is later
rescinded or corrected by . may
VOID transactions that are fraudulent, or in the case of returned merchandise,
duplicate transactions, or other valid reasons.
"Your Account" means a specific account within the Program, where Commissions
are awarded.
LINK PLACEMENT
As an Affiliate of , you may place and remove
Links on Your site and in acceptable locations.
- You place our banners anywhere on your site as you see
fit, or within non-spam emails.
- Adult, Hate, or other related sites are not allowed
- You may NOT SPAM. We will terminate your account on the
first offense of SPAMMING. Do not send email to lists or groups that you do
not have permission to send to. We cannot stress this enough, we WILL terminate
your account on the first offense.
- NOT ALLOWED: All other uses of banners or links,
such as newsgroups, chat rooms, ICQ, message boards, banner networks, hit farms,
counters, or guestbooks etc. are NOT allowed.
- NOT ALLOWED: Any placement of creative in a
"Desktop" advertising scheme. This includes any and all 3rd party advertising
platforms that use a desktop application to display ads in any form.
- NOT ALLOWED: Any display of a merchant window
that isn't the result of a direct click by the end-user.
AFFILIATE PAYMENT
You will receive a Commission for sending authorized sales to ,
via Your Links. You understand that the Payout amount may be changed at any
time. This information is also available to You in the
Affiliate Center. You are responsible for determining if the Payout for a Link
You have placed on Your site has changed or been discontinued. You receive the
Commission from . Payments are made automatically at the
time of sale. In the event of a VOID by a Merchant, may
recover from You the corresponding Commission previously credited to Your
Account. The VOID Commission will be immediately deducted from Your Account
balance. In the event that Your Account balance is less than the VOID
Commission, the VOID Commission will be deducted against Your future earnings.
SERVICE AND SUPPORT
will provide support for the Affiliate Program as
indicated on the Web site.
EMAIL CONTACT
reserves the right to send e-mail to You for the purposes
of informing you of applicable changes or additions to the Affiliate Program or
any
related products and services.
CHANGES TO THE AFFILIATE PROGRAM
reserves the right to change, modify, add or remove
portions of this Agreement at any time and may add to, change, suspend or
discontinue any aspect of the Affiliate Program at any time. In the event of any
material change, will notify You via e-mail, newsletter
or the
Web site at least 7 days prior to any such changes taking
effect, at which time You may either agree to such changes or withdraw from the
Affiliate Program.
REGISTRATION
To sign up as an Affiliate of and to use the Program as
an Affiliate Partner you must be at least 18 (eighteen) years of age, and supply
a valid tax-id, which may be your social security number for individuals, or a
federal tax-id for corporations or entities.
THE FOLLOWING TYPES OF SITES ARE NOT ALLOWED TO PARTICIPATE IN :
ADULT SITES, SITES THAT DISPLAY ADULT BANNERS, SITES THAT PROMOTE VIOLENCE,
BIGOTRY, OR HATRED. SITES THAT PROMOTE ILLEGAL ACTIVITY, including but not
limited to WAREZ, CRACKING, and HACKING SITES. As part of the registration
process, You will select a username and password combination that You use to
access Your Affiliate area within the Affiliate Program. You shall provide
with accurate, complete and updated registration information. You may not select
the name of another person with the intent to impersonate that person or deceive
members or other users as to Your true identity. You agree that
may rely on any data, notice, instruction or request furnished to
by You which is reasonably believed by to be genuine and
to have been sent or presented by a person reasonably believed by
to be authorized to act on Your behalf. You shall notify
of any known or suspected unauthorized uses of Your Account, or any known or
suspected breach of security, including loss, theft or unauthorized disclosure
of Your username and password. You shall be responsible for maintaining the
confidentiality of Your username and password and You are responsible for all
usage and activity on Your Account, including use of the account by a third
party authorized by You to use Your Account. Any fraudulent, abusive or
otherwise illegal activity may be grounds for termination by
and referral to the appropriate law enforcement agencies.
ACCEPTED USE
You represent to that all content You provide to the
Affiliate Program is solely owned by You or provided by You with the express
authority of the company You represent, does not infringe upon any other
individual's or organization's rights (including, without limitation,
intellectual property rights) and is not defamatory, libelous, unlawful or
otherwise objectionable. You shall not provide, promote, distribute, place or
otherwise publish as an Affiliate of the Program any content, or Web site that
includes content, which is libelous, defamatory, obscene, pornographic, abusive,
fraudulent or violates any law. As may not review all
information provided by You, You shall remain solely responsible for Your
content and Web site.
Any Link placed must be done in such a way that it is not misleading to any
Visitor and done with the intention of delivering valid sales to
for that Link.
Points or reward programs for click or lead programs are NOT allowed.
RESERVES THE RIGHT TO DEEM ANY SITE INAPPROPRIATE AND TERMINATE THE SITE AS A
MEMBER OF . If You are terminated from the Program, no
credit will be granted for subsequent referrals, and You will not be allowed to
re-join the Affiliate Program.
LIMITED WARRANTY
The Affiliate Program, its operation, its use and the results of such use shall
be performed in a workmanlike manner. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT
TO APPLICABLE LAW, DISCLAIMS ALL WARRANTIES EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE AFFILIATE PROGRAM, ITS
USE AND THE RESULTS OF SUCH USE. WITHOUT LIMITING THE FOREGOING,
SPECIFICALLY DISCLAIMS ANY WARRANTY (A) THAT THE AFFILIATE PROGRAM WILL BE
UNINTERRUPTED OR ERROR-FREE, (B) THAT DEFECTS WILL BE CORRECTED, (C) THAT THERE
ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (D) THAT THE SECURITY METHODS
EMPLOYED WILL BE SUFFICIENT, OR (E) REGARDING CORRECTNESS, ACCURACY, OR
RELIABILITY. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO
THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. The Merchant will make reasonable
commercial efforts to keep its transaction service operational during normal
business hours. However, certain technical difficulties may, from time to time,
result in temporary service interruptions. Affiliate understands and
acknowledges that it is normal to have a certain amount of system downtime and
further agrees not to hold liable for any of the
consequences of such interruptions.
SHALL HAVE NO LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR
DESTRUCTION OF ANY WEB SITE OF AFFILIATE OR AFFILIATE CUSTOMER DATA FILES OR
SYSTEMS OR PROGRAMS THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES.
SHALL HAVE NO LIABILITY WITH RESPECT TO OBLIGATIONS
HEREUNDER OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR
PUNITIVE DAMAGES EVEN IF HAS BEEN NOTIFIED OF SUCH
DAMAGES. ANY LIABILITY OF HEREUNDER SHALL BE LIMITED TO
THE REVENUE EARNED BY AS A DIRECT RESULT OF THIS
AGREEMENT.
LIMITATION OF LIABILITY
OR ITS SUPPLIERS SHALL NOT BE LIABLE TO YOU OR ANY OTHER
PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY
CHARACTER ARISING OUT OF THE USE OF OR INABILITY TO USE THE
AFFILIATE PROGRAM OR ANY INFORMATION PROVIDED ON THE
WEB SITE OR ANY OTHER HYPERLINKED WEB SITE, INCLUDING,
WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, ANY LOST PROFITS, BUSINESS
INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF OR
A AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS
OR OTHER INACCURACIES IN THE WEB SITE OR ANY HYPERLINKED WEB SITE. BECAUSE SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR
CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN SUCH
JURISDICTIONS, 's LIABILITY IS LIMITED TO THE SMALLEST
AMOUNT PERMITTED BY LAW. THIS PARAGRAPH WILL SURVIVE THE FAILURE OF ANY
EXCLUSIVE OR LIMITED REMEDY.
You agree that , although the provider of the Affiliate
Program, has no responsibility or liability as a result of Your placement of
authorized Links from Your Web site, and You agree to indemnify, defend, and
hold harmless and its officers, directors, employees and
agents from and against any and all liability, claims, losses, damages, injuries
or expenses (including reasonable attorneys' fees) directly or indirectly
arising from or relating to any offer or any other matter related to this
Agreement or the subject matter hereof and any dispute relating thereto.
NON-DISCLOSURE
acknowledges that in the course of this Agreement it
shall have access to confidential and proprietary information ("Confidential
Information") of Your company. agrees not to disclose or
disseminate the Confidential Information without Your prior express written
consent. The term "Confidential Information" shall not include information that
is or becomes part of the public domain through no action or omission of
, that becomes available to from
third parties without knowledge by of any breach of
fiduciary duty, or that had in its possession prior to
the date of this Agreement.
does not collect information about a Merchant’s
customer transactions, other than what is passed to us through the installed
tracking code and displayed on Your own transaction reports. Any information we
receive is used solely for tracking and Commission payment purposes.
reserves the right to be able to utilize this data in
aggregate to analyze trends, monitor Affiliate Program efficiencies, and perform
such other analysis as deems appropriate.
OWNERSHIP AND LICENSES
You, the Affiliate, are granted a non-exclusive, limited, revocable right to use
Merchant provided trademarks and banners. All images, technology and content
provided for Your use is and shall remain the sole property of the Merchant, and
no part thereof shall be deemed assigned or licensed to You except as explicitly
provided for herein. All intellectual property rights, including trademarks,
copyrights, patent rights or applications, tradenames and service marks related
to the foregoing shall remain the Merchant’s sole property, including rights in
and to any derivatives thereof. You may not modify the trademarks, banners, the
content or any of the images provided to You in any way.
A Merchant may immediately terminate Your license to use the marks if the
Merchant reasonably believes that such use dilutes, tarnishes or blurs the value
of their marks. You acknowledge that Your use of the marks will not create in
You, nor will You represent that You have, any right, title or interest in or to
the marks other than the license granted by the Merchant above. You will not
challenge the validity of or attempt to register any of the marks or Your
interest therein as a licensee, nor will You adopt any derivative or confusingly
similar names, brands or marks or create any combination marks with the marks.
You acknowledge the Merchant’s ownership and exclusive right to use the marks
and agree that all goodwill arising as a result of the use of the marks shall
inure to the benefit of the Merchant.
REPRESENTATIONS
makes no representations whatsoever about any other Web
site which You may access through the Affiliate Program. In addition, a link to
a non- Web site does not mean that
endorses or accepts any responsibility for the content or the use of such Web
site.
NONASSIGNABILITY
Affiliate or may assign this Agreement to any successor
or affiliate upon notice to the other party and mutual agreement between both
parties.
FORCE MAJEURE
Neither party shall be liable hereunder by reason of any failure or delay in the
performance of its obligations hereunder on account of strikes, shortages,
riots, insurrection, fires, flood, storm, explosions, acts of God, war,
governmental action, labor conditions, earthquakes or any other cause which is
beyond the reasonable control of such party.
JURISDICTIONAL ISSUES
This Agreement shall be governed by ______________ law (except for conflict of
law provisions). The exclusive forum for any actions brought in connection with
this Agreement shall be in the state and federal courts in and for
_______________________ and You consent to such jurisdiction. The application of
the United Nations Convention on the International Sale of Goods is expressly
excluded.
MISCELLANEOUS
This Agreement represents the complete agreement concerning this license and may
be amended only by a writing executed by both parties. THE ACCEPTANCE OF ANY
PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE
TERMS SET FORTH HEREIN, AND NOT THOSE IN YOUR PURCHASE ORDER. If any provision
of this Agreement is held to be unenforceable, such provision shall be reformed
only to the extent necessary to make it enforceable.
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