Affiliate Program Operating Agreement This Affiliate Program Operating Agreement (the "Agreement") is made and entered into by and between Affiliate ("Affilinext" or "we"), and you, ("you" or "Affiliate") the party submitting an application to become a Affilinext affiliate). The terms and conditions contained in this Agreement apply to your participation with affilinext.affise.com ("Affiliate Program"). Each Affiliate Program offer (an "Offer") may be for any offering by Affilinext or a third party (each such third party a "Client") and may link to a specific web site for that particular Offer ("Program Web Site"). Furthermore, each Offer may have additional terms and conditions on pages within the Affiliate Program and are incorporated as part of this Agreement. By submitting an application or participating in an Offer, you expressly consent to all the terms and conditions of this Agreement.
You must submit an Affiliate Program application from our website. You must accurately complete the application to become an affiliate (and provide us with future updates) and not use any aliases or other means to mask your true identity or contact information. After we review your application, we will notify you of your acceptance or rejection to the Affiliate Program. We may accept or reject your application at our sole discretion for any reason.
Subject to our acceptance of you as an affiliate and your continued compliance with the terms and conditions of this Agreement, AFFILINEXT agrees as follows:
Affiliate also agrees to:
The following additional program-specific terms shall apply to any promotional programs set forth below:
Notwithstanding the above, Affiliate is strictly prohibited from placing Links at any offerwalls. Links also are not to be used and/or placed in any context/placed on any internet/web page that harms the good will or reputation of AFFILINEXT or that disparages or brings AFFILINEXT into disrepute, including, but not limited to web sites that contain indecent, illegal, misleading, harmful, abusive, harassing, liable, defamatory or other offensive materials including inappropriate pornographic, sexual, etc. websites/content networks. Any breach of these terms shall be subject to immediate termination of cooperation between AFFILINEXT and Affiliate. Any amounts accrued and due to be paid to Affiliate shall immediately lapse without any penalty to AFFILINEXT. Except as otherwise provided in this Agreement or with the consent of AFFILINEXT, you agree that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for any purpose other than your participation in the Affiliate Program, except and solely to the extent that any such information is generally known or available to the public through a source other than you. For the avoidance of doubt, any and all all correspondence between AFFILINEXT and Affiliate regarding business-related aspects of AFFILINEXT and Affiliate's cooperation as a whole shall be considered confidential . Affiliate shall not use any information obtained from AFFILINEXT and the Affiliate Program to develop, enhance or operate a service that competes with the Affiliate Program, or assist another party to do the same.
We grant you a nonexclusive, nontransferable, revocable right to use the Links and to access our web site through the Links solely in accordance with the terms of this Agreement, for the sole purpose of identifying your Media as a participant in the Affiliate Program and assisting in increasing sales through the Program Web Site. You may not alter, modify, manipulate or create derivative works of the Links or any AFFILINEXT graphics, creative, copy or other materials owned by, or licensed to, AFFILINEXT in any way. You are only entitled to use the Links to the extent that you are a member in good standing of the Affiliate Program. We may revoke your license anytime by giving you written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of AFFILINEXT's trademarks, service marks, copyrights, patents or trade secrets. You agree that AFFILINEXT may use any suggestion, comment or recommendation you choose to provide to AFFILINEXT without compensation. All rights not expressly granted in this Agreement are reserved by AFFILINEXT.
This Agreement shall commence on the date of our approval of your Affiliate Program application and shall continue thereafter until terminated as provided herein. You may terminate your participation in the Affiliate Program at any time by removing all Links from your Media, deleting all copies of the Links. We may terminate your participation in one or more Offers or this Agreement at any time and for any reason which we deem appropriate with or without prior notice to you by disabling the Links or providing you with a written notice. Upon termination of your participation in one or more Offers or this Agreement for any reason, you will immediately cease all use of and delete all Links, plus all AFFILINEXT or Client intellectual property, and will cease representing yourself as a AFFILINEXT or Client affiliate for such one or more Offers. All rights to validly accrued payments, causes of action and any provisions, which by their terms are intended to survive termination, shall survive any termination.
You are expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with referrals through the Links or the generation of Commissions or exceed your permitted access to the Affiliate Program. Such acts include, but are in no way limited to, using automated means to increase the number of clicks through the Links or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud. AFFILINEXT shall make all determinations about fraudulent activity in its sole discretion. Any fraud detected by AFFILINEXT within 6 (six) months following the month when Ad Campaign in question was conducted is to be penalized and all fraudulent conversions will be reversed.
You hereby represent and warrant that this Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms and that you have the authority to enter into this Agreement. Subject to the other terms and conditions of this Agreement, AFFILINEXT represents and warrants that it shall not knowingly violate any law, rule or regulation which is applicable to AFFILINEXT's own business operations or AFFILINEXT's proprietary products or services.
In addition to any notice permitted to be given under this Agreement, we may modify any of the terms and conditions of this Agreement at any time by providing you with a notification by email. The changes will become effective ten (10) business days after such notice. If the modifications are unacceptable to you, you may terminate this Agreement without penalty solely on the account of such termination within such ten (10) business day period. Your continued participation in this Affiliate Program ten (10) business days after a change notice has been posted will constitute your acceptance of such change. In addition, AFFILINEXT may change, suspend or discontinue any aspect of an Offer or Link or remove, alter, or modify any tags, text, graphic or banner ad in connection with a Link. Affiliate agrees to promptly implement any request from AFFILINEXT to remove, alter or modify any Link, graphic or banner ad that is being used by Affiliate as part of the Affiliate Program.
You acknowledge that you have read this Agreement and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the Affiliate Program and each Offer and are not relying on any representation, guarantee or statement other than as set forth in this Agreement or on the Affiliate Program
Affiliate hereby agrees to indemnify, defend and hold harmless AFFILINEXT and Clients and their respective subsidiaries, affiliates, partners and licensors, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on (i) any failure or breach of this Agreement, including any representation, warranty, covenant, restriction or obligation made by Affiliate herein, (ii) any misuse by Affiliate, or by a party under the reasonable control of Affiliate or obtaining access through Affiliate, of the Links, Offers or AFFILINEXT or Client intellectual property, or (iii) any claim related to your Media, including but not limited to, the content contained on such Media (except for the Links). AFFILINEXT hereby agrees to indemnify, defend and hold harmless Affiliate and its subsidiaries, affiliates, partners, and their respective directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on a claim that AFFILINEXT is not authorized to provide you with the Links.
Customers have questions, you have answers. Display the most frequently asked questions, so everybody benefits. IN NO EVENT SHALL AFFILINEXT BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PROGRAM WEB SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF AFFILINEXT. IN NO EVENT WILL AFFILINEXT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY / WRONGFUL DEATH, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT AFFILINEXT HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. AFFILINEXT'S CUMULATIVE LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO AFFILIATE BY A IN COMMISSIONS DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.
Affiliate shall be responsible for the payment of all attorneys fees and expenses incurred by AFFILINEXT to enforce the terms of this Agreement. This Agreement contains the entire agreement between AFFILINEXT and Affiliate with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral. Affiliate agrees that AFFILINEXT shall not be subject to or bound by any Affiliate insertion order or online terms and conditions that amend, conflict with or supplement this Agreement, regardless of whether AFFILINEXT "clicks through" or otherwise indicates its acceptance thereof. Affiliate may not assign all or any part of this Agreement without AFFILINEXT's prior written consent. AFFILINEXT may assign this Agreement at any time with notice to Affiliate. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto. The provisions of Section 3, 4(b), 6, 7, 8, 12-15 and any accrued payment obligations shall survive the termination of this Agreement. Except as set forth in the "Modifications" section above, this Agreement may not be modified without the prior written consent of both parties. If any provision of this Agreement is held to be void, invalid or inoperative, the remaining provisions of this Agreement shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties. Each party to this Agreement is an independent contractor in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties. No course of dealing nor any delay in exercising any rights here under shall operate as a waiver of any such rights. No waiver of any default or breach shall be deemed a continuing waiver or a waiver of any other breach or default. By submitting and application to Affiliate Program, you affirm and acknowledge that you have read this Agreement in its entirety and agree to be bound by all of its terms and conditions. If you do not wish to be bound by this Agreement, you should not submit an application to Affiliate Program. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to this Agreement.
This Agreement was last revised on Sep, 2018
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