"You", "Your" refers to each and every affiliate or sub-affiliate of the AffBeat.com affiliate program (Dynamo Media / 7640960 Canada Inc.). Participation in the program constitutes full and complete acceptance of the terms and conditions set forth herein.
Coded URL. Upon your acceptance, AffBeat.com will provide you with a URL coded to specifically identify you which will allow you to create a link to the AffBeat.com web site. You may post this link in any location, as many times as you like subject to the remaining terms of this agreement regarding acceptable links.
Tracking. AffBeat.com agrees to track the customers referred to AffBeat.com via the link provided to you for that purpose. AffBeat.com will pay you a commission for each such referral made in compliance with this agreement pursuant to the commission schedule and the terms set forth in this affiliate agreement.
Minimum Age. You agree that you are 18 years of age or older on the date that you first approve the terms hereof. You agree that you are in a jurisdiction where participation in the AffBeat.com affiliate program does not violate any law, ordinance, regulation or standard.
Operative Link. You agree to take full responsibility for ensuring the proper and continuing operation of your coded URL. You agree that you will notify AffBeat.com if your coded URL ceases to function or ceases to function properly.
Representations. You agree that you will not make any representations, promises, warranties or other statements about AffBeat.com or the AffBeat.com web site, products or policies other than as may be expressly approved in writing by AffBeat.com or as otherwise provided to you by AffBeat.com for that purpose.
Link. You may use the coded URL provided by AffBeat.com via the available AffBeat.com Link Library or in any other form you wish provided that your use of the URL is not in any way disparaging of AffBeat.com or otherwise not appropriate or acceptable in AffBeat.com sole opinion and judgment. You may not violate any copyright, trademark or other intellectual property right of AffBeat.com or any other party. You may not violate the AffBeat.com General Terms of Service.
Amendments. You agree that this agreement may be amended by AffBeat.com at any time without notice to you. You agree to keep advised of any changes to this agreement by checking the AffBeat.com web site on a periodic basis.
Customers of AffBeat.com. AffBeat.com will have the sole right and responsibility to service all customers secured through your coded URL. All dealings with customers shall be directly and solely between customer and AffBeat.com. AffBeat.com shall have the right and obligation to determine all pricing and product offerings and shall have the right to make any changes thereto without notice to affiliate.
Commission. Commissions are paid on a one time basis for each new account generated via your coded URL subject to the terms and conditions set forth herein. There will be no obligation to pay any other commission. Commissions will be paid twice per month using the NET7 payment model. The commission amount or any other term of this agreement may be changed by AffBeat.com at any time without notice to you. It is your obligation to check this agreement document regularly to keep advised of any such changes. AffBeat.com is expected to pay on time every time for qualified commissions.
Qualified Commission. A "qualified commission" is one for which the new account which is the subject of the commission is deemed to be in compliance with the terms Accepted Use set forth in paragraph 4.3 AffBeat.com shall make all decisions as to whether any commission is a "qualified commission" and reserves the right to withhold commissions generated by affiliates that are in violation of the terms of Accepted Use set forth in paragraph 4.3
Accepted Use You represent to AffBeat.com that You do 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 AffBeat.com any on any web site that contains content, which is libelous, defamatory, obscene, abusive, fraudulent or violates any law. You may not artificially inflate the number of customers sent via your tracking code to AffBeat.com using any device, program, robot, network or other means in order to increase commissions. Failure to comply with these terms will result in IMMEDIATE account termination as well as full revocation of all pending commissions. You shall not promote AffBeat.com and its products through paid search including but not limited to Google Adwords, Yahoo Search, or Bing Ads.
Payment Date. AffBeat.com will pay to you all qualified commissions based on the terms set forth in paragraph 4.1
Payment Form. Commissions will be paid either via AffBeat.com check sent to the address you provide at registration or directly to your PayPal account provided at registration. Any changes to this preference may be made via your account profile found within affiliates.AffBeat.com. AffBeat.com is not responsible for any loss or damage sustained as the result miss information submitted to your online profile or otherwise arising out of disputes with PayPal.
Property Ownership. AffBeat.com shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.
License. AffBeat.com grants you as an affiliate a revocable, non-exclusive, worldwide License to use, reproduce and transmit the AffBeat.com logos, trademarks and service marks for the sole purpose of referring customers to AffBeat.com and to accomplish the purpose and intent of this affiliate agreement. You may also generate your own creative to accomplish the purpose and intent of this affiliate agreement, though AffBeat.com is neither liable nor responsible for said creative.
Cease use upon demand. You agree to immediately cease the use of any mark upon request made by AffBeat.com to the email address provided by you and maintained on file for you by AffBeat.com. You agree to immediately cease the use of any link created by you to AffBeat.com upon request by AffBeat.com to the email address provided by you and maintained on file for you by AffBeat.com.
Effect upon Commission. Either party may terminate this agreement at any time without notice. Other than any termination under paragraph 6.2 herein, any commission which has become a qualified commission under the terms set forth in paragraph 4.2 as of the date of such termination will be paid post termination. Any commission which is not a qualified commission as of the date of notice of termination shall not thereafter become a qualified commission.
Breach of this agreement. The breach of this agreement, or any provision thereof, knowingly or otherwise, willful or otherwise, is grounds for immediate suspension or at the sole option of AffBeat.com termination of this agreement in its entirety.
Suspension. Suspension under this paragraph shall mean the withholding of all commission payments qualified or otherwise until such breach is cured. Suspension if not cured within a reasonable time as determined by AffBeat.com will become a termination under 6.2 as of the date of the initial suspension.
Survival. Upon termination of this agreement all rights and licenses granted by this agreement are immediately revoked. Paragraph 3.6, section 6 (Termination), Paragraphs 7.1 through 7.14 (inclusive) and 7.16 – 7.19 shall survive such termination and remain in full force and effect.
Authority. Each party represents to the other that it has full binding authority to enter into this agreement and in the case of any entity other than an individual that the parson assenting to the terms of this agreement has the full binding authority of the entity purportedly bound.
Non-Infringement. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and AffBeat.com that you will not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy.
Violation of Law. That you will not violate any applicable law, ordinance, regulation or standard.
Terms of Service. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and AffBeat.com that you agree to be bound by the AffBeat.com General Terms of Service which are incorporated herein as though set forth at length herein.
Unsolicited Email. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and AffBeat.com that you will not use or otherwise permit the use of unsolicited commercial email (a.k.a. SPAM) in relation to the AffBeat.com Affiliate program.
Defamation/Libel. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and AffBeat.com that you will not transmit any information which is or might be considered to be defamatory or libelous.
Decency. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and AffBeat.com that you will not transmit any information which is or might be considered to be lewd, pornographic or obscene;
Unfair Competition. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and AffBeat.com that you will not violate any laws regarding unfair competition, anti-discrimination or false advertising or the AffBeat.com General Terms of Service.
Promote Violence. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and AffBeat.com that you will not take any action which might promote violence or contain hate speech.
Damage AffBeat.com. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and AffBeat.com that you will not take any action that would in any way damage AffBeat.com or otherwise compromise it's servers or equipment including utilize or otherwise transmit at any time contain viruses, Trojan horses, worms, time bombs, cancelbot or other similar harmful or deleterious programming routines.
WARRANTY DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT ANY SERVICES OR MATERIALS PROVIDED BY AffBeat.com PURSUANT TO THIS AGREEMENT ARE PROVIDED AS IS, WITH ALL FAULTS AND AS AVAILABLE, AND THAT AffBeat.com MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS, ON ITS OWN BEHALF ON AND BEHALF OF ITS SUPPLIERS, DISTRIBUTORS AND LICENSORS, ANY WARRANTIES AS TO THE USEFULNESS, ACCURACY, RELIABILITY OR EFFECTIVENESS OF ANY SERVICES OR MATERIALS PROVIDED HEREUNDER OR THAT THE SERVICES PROVIDED HEREUNDER WILL BE UNINTERRUPTED, ERROR FREE OR AVAILABLE THROUGH ANY PARTICULAR METHOD OF DISTRIBUTION, OR THAT ANY SERVICES OR MATERIALS PROVIDED PURSUANT TO THIS AGREEMENT WILL WORK WITH EVERY INTERNET BROWSER, OR THAT DEFECTS HAVE BEEN OR WILL BE CORRECTED, OR THAT SUCH SERVICES OR MATERIALS WILL MEET THE NEEDS OF ANY PARTY. WITHOUT LIMITING THE FOREGOING, AND EXCEPT AS OTHERWISE PROVIDED HEREIN, AffBeat.com DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT WILL AffBeat.com BE LIABLE TO YOU FOR ANY SERVICE FAILURE, DISRUPTION, DOWNTIME OR INCORRECT LINKAGE UNDER THIS AGREEMENT.
LIMITATION OF LIABILITY. IN NO INSTANCE SHALL AffBeat.com BE LIABLE TO YOU FOR LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING WITHOUT LIMITATION, NEGLIGENCE), ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER OR NOT AffBeat.com HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE THAT COMMISSIONS AGREED UPON IN THIS AFFILIATE AGREEMENT ARE BASED IN PART UPON THESE LIMITATIONS, AND THAT THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. Notwithstanding the foregoing, this section shall not limit either party liability to the other for (i) willful or malicious misconduct; (ii) gross negligence; (iii) indemnification under Section 7.12 or (iv) either party's liability for death or personal injury or their own acts of fraud.
Indemnification. You agree to indemnify, defend and hold harmless AffBeat.com and its affiliates, directors, officers, employees and agents, harmless of and from any and all liability, losses, damages, injuries or expenses (including attorney's fees and expert witness charges) arising out of any claimed or alleged action or inaction toward any third party whether such claimed or alleged action or inaction arises out of a claim of misuse of copy written materials, License violation, domain misuse, trademark misuse or any active or passive negligence.
Independent Contractors. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.
Severability. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.
Integration. This agreement constitutes the entire understanding of the parties and revokes and super cedes any and all prior agreements and is intended to be a full and complete expression of the agreement between the parties. This agreement shall not be modified except in writing by the posting of a new agreement by AffBeat.com on the AffBeat.com web site.
Use constitutes Signature. Your agreement to the terms set forth herein is manifested by any participation in the AffBeat.com affiliate program including the submission of the affiliate application form and the collection of any commission under this agreement. This agreement may be modified, amended, altered or otherwise changed by AffBeat.com without notice to any other party other than changing the agreement itself made available by AffBeat.com to the affiliates on the AffBeat.com web site.