This Affiliate Agreement (the "Agreement") is made by and between Vendor (eSnipe, Inc.), 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.
Vendor respects the privacy of its users and will not disclose personal information to third parties without the express permission of You and Your company or if required to do so by law.
B. LINK PLACEMENT
- "Performance Marketing" occurs when individual web sites that generate their own traffic.
- "Affiliate" means an individual or business generating their own traffic and thus rewarded for legitimate sales. Affiliates use Links to facilitate relationships as well as gain tracking, reporting, and issuance of Payout payments. Affiliates partner with online merchants and Vendor pays a Payout or other reward for those visitors resulting in a closed sale.
- "Visitor" means any person, or user that clicks on a Link to Vendor's Web site placed on an Affiliate's Web site. Visitors must not be existing customers of Vendor.
- "Closed Sale" means the completed sale of BidPoints to a Visitor referred to Vendor's Web site. The sale could occur at the time of the visit or at a later time. The Visitor cannot be to an existing customer of Vendor.
- "Payout" means the five dollar ($5) payment amount earned by the Affiliate. Payment of the Affiliate's Payout is described in section C of this Agreement.
- "Link" means a hyperlink placed on an Affiliate's website that, when clicked on, sends a Visitor through to Vendor's website. Links take many forms including text, a product image, buttons, banners, videos, or other hypermedia including by not limited to sound files or animated images.
- "VOID" means a reversal of a Payout previously earned for a sale, that is later rescinded or corrected by Vendor. Vendor 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 the Payout is awarded.
- "BidPoints" are the virtual currency purchased by Visitor on Vendor's site, and Affiliate's payout is dependent upon Visitor's purchase of BidPoints.
As an Affiliate of Vendor, you may place and remove Links on Your site and in acceptable locations.
C. AFFILIATE PAYMENT
- 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 guest books 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.
You will receive a Payout for sending authorized sales to Vendor via Your Links. You understand that the Payout amount may be changed at any time by Vendor. This information is also available to You in the Affiliate Center on Vendor's website. 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 Payout from Vendor via PayPal not less than 31 days from time of sale BidPoints by Visitor. In the event of a VOID by a merchant, Vendor may recover from You the corresponding Payout previously credited to Your Account. The VOID Payout will be immediately deducted from Your Account balance. In the event that Your Account balance is less than the VOID Payout, the VOID Payout will be deducted against Your future earnings.
D. SERVICE AND SUPPORT
Vendor will provide support for the Affiliate Program as indicated on the Web site or through the email address email@example.com
E. EMAIL CONTACT
Vendor 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.
F. CHANGES TO THE AFFILIATE PROGRAM
Vendor 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, Vendor 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.
To sign up as an Affiliate of and to use the Program as an Affiliate, you must be at least eighteen (18) 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 VENDOR'S AFFILIATE PROGRAM:
- 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.
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 toby 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.
H. 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.
VENDOR RESERVES THE RIGHT TO DEEM ANY SITE INAPPROPRIATE AND TERMINATE THE SITE AS A MEMBER OF THE AFFILIATE PROGRAM. 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.
I. 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, VENDOR 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, VENDOR 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.
Vendor 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 Vendor liable for any of the consequences of such interruptions.
VENDOR 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. VENDOR SHALL HAVE NO LIABILITY WITH RESPECT TO OBLIGATIONS HEREUNDER OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF VENDOR HAS BEEN NOTIFIED OF SUCH DAMAGES. ANY LIABILITY OF VENDOR HEREUNDER SHALL BE LIMITED TO THE REVENUE EARNED BY AFFILIATE AS A DIRECT RESULT OF THIS AGREEMENT.
J. LIMITATION OF LIABILITY
VENDOR 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, VENDOR'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 Vendor, 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.
Vendor acknowledges that in the course of this Agreement it shall have access to confidential and proprietary information ("Confidential Information") of Your company. Vendor 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 Vendor, 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. Vendor 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 Payout 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.
L. OWNERSHIP AND LICENSES
You, the Affiliate, are granted a non-exclusive, limited, revocable right to use Vendor-provided trademarks and banners. All images, technology and content provided for Your use is and shall remain the sole property of Vendor, 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 Vendor'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.
Vendor may immediately terminate Your license to use the marks if Vendor reasonably believes that such use dilutes, tarnishes or blurs the value of Vendor's 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 Vendor 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 Vendor'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 Vendor.
Vendor makes no representations whatsoever about any other Web site which You may access through the Affiliate Program. In addition, a link to a non-Vendor Web site does not mean that Vendor endorses or accepts any responsibility for the content or the use of such Web site.
Affiliate or Vendor may assign this Agreement to any successor or affiliate upon notice to the other party and mutual agreement between both parties.
O. 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.
P. JURISDICTIONAL ISSUES
This Agreement shall be governed by Washington State 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 Washington State and You consent to such jurisdiction. The application of the United Nations Convention on the International Sale of Goods is expressly excluded.
This Agreement represents the complete agreement concerning this license and may be amended only by a writing executed by both parties. 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.