Terms
of the 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.
Enrollment
Process: To begin the enrollment process,
Affiliate will submit an application via OnlineSafetyPAL.
OnlineSafetyPAL will evaluate Affiliate's application
and will notify Affiliate of Affiliate's acceptance
or rejection. OnlineSafetyPAL may reject Affiliate's
application if OnlineSafetyPAL 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.
Modification:
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.
Limitation
of Liability: 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.
Independent
Investigation: 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.
SPAM:
OnlineSafetyPAL has a zero tolerance policy for
SPAM. Any Affiliate accused of SPAMMING will be
immediately removed from our affiliate program.
The only recourse you will have to maintain your
affiliate relationship is proof of 'opt in' that
will undermine 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.
Miscellaneous:
This Agreement will be governed by the laws of
the state of California. Any action relating to
this Agreement must be brought in the federal
or state courts located in the state of California,
and you irrevocably consent to the jurisdiction
of such courts. 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.
Linking:
We will provide you with textual and graphical
links (Link Materials) with which you may link
your Web site to our Web site. These Link Materials
are available in your affiliate login panel in
the 'instructions' area. If you are 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 6 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 OnlineSafetyPAL,
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.
Tracking:
OnlineSafetyPAL will be solely responsible for
tracking sales using special software that communicates
with the specially encoded URLs assigned to affiliates.
OnlineSafetyPAL 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 OnlineSafetyPAL
to track sales, affiliates hereby acknowledge
and accept that the tracking system employed by
OnlineSafetyPAL 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:
Failure by the affiliate to use
the proper format of the specially assigned URL
in promotions, webpage links, banner ads, and
so on Deliberate or accidental actions by customers
to circumvent an affiliate's special URL so that
our software is unable to accurately track that
sale.
Bugs, glitches or crashes of
the tracking software that render it unable to
accurately track sales for a period of time.
Acts of nature that cause irretrievable
data loss on the computers and back-up disk media.
Relationships
and Responsibilities: 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:
The technical operation of your
site and all related equipment
The accuracy and appropriateness
of materials posted on your site (including, among
other things, all product-related materials)
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)
Ensuring that materials posted on your site are
not libelous or otherwise illegal.
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
Relationship
of Parties: OnlineSafetyPAL 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.
