Affiliate Terms & Conditions
Affiliate Terms & Conditions
These Affiliate Terms & Conditions (the "Agreement") contains the complete terms and conditions between You (as defined below) and Protected.net Group Ltd (“Protected Group”), regarding your application to participate as an affiliate of Protected Group and/or to provide services to Protected Group.
BY CLICKING “SUBMIT” BELOW, SUBMITTING AN APPLICATION TO JOIN, OR BY PARTICIPATING IN, THE PROTECTED GROUP AFFILIATE PROGRAM, YOU ARE PROVIDING YOUR ELECTRONIC SIGNATURE CONFIRMING THAT YOU HAVE READ THIS AGREEMENT AND THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. ANY AFFILIATE WHO VIOLATES THIS AGREEMENT OR ANY APPLICABLE LAW OR REGULATION WILL IMMEDIATELY BE REMOVED FROM THE PROTECTED GROUP AFFILIATE PROGRAM AND FORFEIT ANY RIGHT TO FURTHER PAYMENT.
1.1 "We", "Our", "Us" means Protected Group.
1.2 "You", "Your" and "Affiliate(s)" means the individual, business or entity who consents to this Agreement, applies to join the Protected Group Affiliate Program, or that advertises the Protected Group Products and Services through its Channels.
1.3 “Affiliate Control Panel” means Our online portal which You may be given access to and from which You can access and download Content, create tracking links, view statistics of Qualified Leads, Qualified Purchases and any Commission due, and access other details of Our promotions.
1.4 "Affiliate Site" means an Affiliate's website which displays Protected Group Products and Services and/or promotions.
1.5 “Channels” means Affiliate’s website(s), display advertisements, social media posts, emails, push notifications or other online advertisements. Channels do not include SMS or any form of telemarketing, which is strictly prohibited.
1.6 “Content” means text, graphics, textual images and/or other content which We make available to You for display on Your Channels; and for email campaigns will include from and subject lines, creatives and unsubscribe information.
1.7 “Protected Group Affiliate Program” means the program operated by Protected Group which allows Affiliates to promote Protected Group Products and Services through various online methods in order to receive monetary renumeration by Protected Group.
1.8 “Protected Group Products and Services" means the related products and services that are available for purchase through Our website(s).
1.9 "Commission" or "Commissions" means monetary renumeration paid by Protected Group for each Qualified Purchase by a Referred Customer that You refer to Protected Group under, and in accordance with, this Agreement.
1.10 “Qualified Lead” means a Referred Customer who has entered into a trial of Protected Group Products.
1.11 "Qualified Purchase" means a sale of Protected Group Products and Services by Protected Group, to a Referred Customer.
1.12 "Referred Customer" means each new and unique customer You refer through a Link (defined in Section 3 below) provided by or approved by Us, which meets the criteria set forth in Section 5 hereof.
1.13 "Registration Form" means any and all order forms, registration forms, lead forms or other signup forms submitted by the Referred Customer to make a Qualified Purchase.
1.14 “Site” means Our website(s).
- ENROLLMENT IN THE AFFILIATE PROGRAM
2.1 To begin the enrollment process, You must submit a completed Affiliate Program Signup Form. The Signup Form can be found at https://www.totalav.com/affiliates or such other place as We may designate in the future.
2.2 We will evaluate Your application and will notify You of Your acceptance or rejection in a timely manner. We may reject Your application for any reason, or no reason at all.
2.3 If We reject Your application, for any reason, You may not reapply to the Protected Group Affiliate Program utilizing the same domain name/URL if that domain name/URL has already been rejected nor may You reapply using a different domain/URL name and then add the previously rejected domain name/URL.
2.4 Protected Group, in its sole discretion, reserves the right to notify or to not notify any prospective Affiliate of their rejection or removal from the Protected Group Affiliate Program at any time.
- PROMOTION OF OUR PRODUCTS AND SERVICES
3.1 We will make available to You the Content and a tracking link, which will contain a unique code to identify You (collectively referred to as "Links" or, individually, as a "Link"), subject to the terms and conditions hereof. The Links will enable Us to track the Qualified Purchases or Qualified Leads which are generated by You from, or through Your Channels, in full compliance with all applicable laws and regulations. You may not post our Content or display our Links, or provide any services for Us, through SMS or telemarketing of any kind. ALL FORMS OF TELEMARKETING ARE STRICTLY FORBIDDEN.
3.2 You acknowledge and agree that You will only use the Content provided by Us when providing services for Us and/or in generating Qualified Purchases or Qualified Leads. If You wish to use Your own images or content (“Affiliate Content”) You must submit it to us in advance for review and You may only use or display the Affiliate Content after receiving written approval from us. Any use of materials or content which We have not provided or expressly approved is strictly forbidden and will result in forfeiture of all Commission generated.
3.3 You further acknowledge and agree that: (a) You will only promote the Protected Group Products and Services on Your Channels which We have approved in writing; (b) You will not send SMS or utilize any other form for telemarketing to promote the Protected Group Products and Services; and (c) You will comply with all Laws (as defined below) in Your promotion of the Protected Group Products and Services.
- LEGAL COMPLIANCE
4.1 It is the intent of Protected Group to treat Our customers fairly and to comply fully with all applicable laws and regulations, including the Federal Trade Commission (“FTC”) regulations and guidelines regarding advertising, and the use of endorsements and testimonials in advertising, the CAN SPAM Act of 2003, as amended, Cal. Bus. & Prof. Code 17529, and the California Consumer Privacy Act (collectively the “Laws”). We require Affiliates to comply with these Laws. You acknowledge that You are familiar with the Laws and represent and warrant that You will strictly abide by all Laws. In the event that Your Channels or Affiliate Content, include an endorsement or assessment of Protected Group and/or the Protected Group Products and Services, You must prominently disclose the fact that financial or in-kind compensation is provided from Us.
4.2 It is Your obligation to comply with all Laws, including any applicable amendments or modifications thereto. You acknowledge and agree that any guidance, recommendations or approvals provided by Us do not constitute legal advice or an endorsement of the Content, Your Channel(s) or any Affiliate Content and that it is Your responsibility to seek advice from Your own legal counsel.
4.3 You acknowledge and agree that in the event You violate any Laws, as determined in Protected Group’s sole discretion, Protected Group reserves the right to immediately terminate Your account and this Agreement, withhold Commission, seek reimbursement of Commission already paid to you, and/or take other legal actions against You.
- CRITERIA FOR REFERRED CUSTOMERS
5.1 Each Referred Customer must meet the following criteria:
(a) Each Referred Customer must sign up in a manner, which in Our sole judgment, definitively establishes that the Referred Customer was referred directly from Your Channel to Protected Group under this Agreement;
(b) Each Referred Customer must remain in compliance with Our Terms of Service, Acceptable Use Policy and other policies that are active at the time the Commission is generated and processed;
(c) Referred Customers must not be offered or receive goods, services, monetary compensation, incentives, coupons, refunds, credits or discounts from the Affiliate or join in a business-opportunity program (as determined by Protected Group in its sole discretion) that is managed or participated in by the Affiliate, unless Protected Group has provided its prior written permission; and
5.2 Each Referred Customer must also meet the following criteria (the "PPL Criteria"):
(a) Each Referred Customer must be a new and unique visitor to a Protected Group Site and must register by completing and submitting valid and unique contact information email information either on a Protected Group Site or in-app Signup; and
(b) Each Referred Customer must sign up from Your Link in order for You to receive Commission.
- ORDER PROCESSING AND TRACKING
6.1 We will process orders placed by qualified Referred Customers who originate from Your Channels to Protected Group as tracked by the Links. We reserve the right, in Our sole discretion, to reject orders that do not comply with certain requirements that We may establish from time to time. All aspects of order processing and fulfillment, including Protected Group service, cancellation, processing, refunds and payment processing are Our responsibility.
6.2 We will track the Qualified Leads and Qualified Purchases generated from Your Channels and will make this information available to You in the Affiliate Control Panel. Statistics available in the Affiliate Control Panel however these statistics are not final until up to 30 days following the close of the month in which they were generated and may later be adjusted for cancellations, returns, non-payment by Customers, fraud or Your breach of this Agreement.
6.3 To permit accurate tracking, reporting, and Commission accrual, You must ensure that the Links between Your Channel and Our site are properly formatted, placed and functioning. We are not responsible to pay for any Qualified Leads or Purchases which are not attributed to You due to tracking link failures or Your error.
- COMMISSION DETERMINATION UNDER THE AFFILIATE PROGRAM
7.1 We will pay a Commission for Qualified Leads and Qualified Purchases, as set forth in the Affiliate Control Panel. Commission will be processed 30 days after the end of each month in which a Qualified Purchase or Qualified Lead was generated by You. At Our sole discretion, We may pay Commissions on a shorter payment schedule. Protected Group will not reimburse nor compensate You for anything other than Qualifying Purchases or Qualified Leads in accordance with the terms hereof.
7.2 Commissions will become payable to You once You (i) provide all relevant tax and address documentation pursuant to Section 9 below and (ii) reach a commission level of US $1,000 (the “Commission Threshold”).
7.3 No Commission will accrue or be paid for purchases or signups by You, members of Your household, anyone within Your organization, or face to face referrals.
7.4 Protected Group reserves the right to only pay for Qualified Purchases that are active for at least 30 days after the date of purchase.
7.5 Check payments will only be reissued within 120 days of original issue date in the case of a lost check or stop-payment request. After 120 days, the payment will be voided. Check cancellation fees may be applied.
7.6 You may choose your preferred method of payment however final determination is in Our sole discretion. We are not responsible for any third-party fees charged by PayPal, banks or other financial institutions for the receipt of Your Commission.
7.7 You are only eligible to earn Commission on Qualified Purchases or Qualified Leads occurring during the term of this Agreement. We may withhold Your final payment of Commission for a reasonable time to ensure that all Qualified Purchases or Qualified Leads are valid and payment from Referred Customers is legitimate, as determined by Protected Group in its sole discretion.
7.8 Unless authorized by Protected Group in writing, You will only be credited for Qualified Purchases or Qualified Leads from these countries: United States, United Kingdom, Canada, Australia, New Zealand, South Africa, and Ireland.
7.9 Protected Group, in its sole discretion, reserves the right to cancel, suspend or withhold payment of any Commission, and cancel Your account, if: (a) Referred Customers do not meet the criteria of Section 5 or do not comply with this Agreement; (b) You engage in fraud or We suspect You are engaged in fraud, illegal activity, or other improper activity, including, purchases or leads that are not from real live people, Your generation of real or fictitious customer information through automated means, or multiple accounts created by the same customer or the same IP address; (c) You attempt to manipulate, falsify or inflate the number of Qualified Leads or Qualified Purchases that You have generated or You alter Our Links; (d) Your breach of any terms in the Agreement or a Referred Customer’s breach of Our Terms of Service; (e) You violate any Laws; (f) You offer discounts or other incentives to Referred Customers; (g) Any Referred Customer cancels or is terminated within 30 days of the date of purchase or You have excessive cancellation rates; (h) You have a poor historical quality of the sales You generate, i.e. low upgrade rates (if We detect poor quality or that a high level of Your Referred Customers do not upgrade to paid status or renew, Our fraud protection system will automatically deny a percentage of Your Qualified Leads or Qualified Purchases); or (i) Your Referred Customers are generated during short periods of time, during odd hours, or in any pattern that indicates fraud.
7.10 It is Your responsibility to monitor the payment, denial and/or withholding of Commission. Protected Group is not obligated to actively notify You of the status of Commission. You have 30 days from the day a payment is made to contact Protected Group to discuss or dispute the Commission.
- IDENTIFICATION AND TAXES
8.1 It is Your responsibility to provide Protected Group with the accurate identification, contact, payment and tax information, including submitting a completed and signed IRS Form W9 or W8. If Protected Group does not receive the necessary identification, contact, payment, or tax information within 90 days of Commission generation, then any Commission You generated will be forfeited. We reserve the right to request proof of Your identity, to verify Your identity, and You hereby authorize Us to utilize third-party services in order to verify Your identity and monitor for identity theft and fraud.
8.2 You are responsible for the payment of all taxes related to the Commission You earn under this Agreement. Protected Group will issue a Form 1099 to Affiliates whose earnings meet or exceed the threshold established by US law.
8.3 Any address or payment changes must be made in Affiliate Control Panel at least 15 business days prior to the end of the calendar month in order for Commission for that month to be sent to the revised address.
- OBLIGATIONS REGARDING YOUR CHANNELS
9.1 You will be solely responsible for the development, operation, and maintenance of Your Channels and for all materials that appear on Your Channels, including the Affiliate Content.
9.2 We disclaim all liability and responsibility for any matters relating to Your Channels. We have the right, but not the responsibility, to monitor Your Channels at any time to determine if You are in compliance with the terms of this Agreement.
- YOUR REPRESENTATIONS AND WARRANTIES
10.1 You represent and warrant that:
(a) This Agreement has been duly and validly executed and delivered by You and constitutes Your legal, valid, and binding obligation, enforceable against You in accordance with its terms;
(b) The execution, delivery, and performance by You of this Agreement and the consummation by You of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which You are subject, (ii) any order, judgment, or decree applicable to You or binding upon Your assets or properties, (iii) any provision of Your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to You or binding upon Your assets or properties;
(c) There is no pending or, to the best of Your knowledge, threatened claim, action, or proceeding against You, or any affiliate of Yours, with respect to the Affiliate Site, Your Channels, or Your methods and means of providing advertising or other services under this Agreement, and, to the best of Your knowledge, there is no basis for any such claim, action, or proceeding.;
(d) You are at least eighteen (18) years of age;
(e) Each Referred Customer and each Qualifying Purchase or Qualified Leads referred or submitted by You to Us, is valid request from a real live individual, is unique and not fraudulent and meets each of the Criteria for generating a Commission Fee as provided in this Agreement.
(f) You and Your Channels will comply with all Laws and will not violate the intellectual property or other rights of any third-party;
(g) You will not advertise the Protected Group Products or Services via SMS or any other form of telemarketing;
(h) You will not display on Your Channels, nor disseminate, any content or material that is illegal, obscene, pornographic, shows nudity, indecent, offensive to the average reasonable person, threatening, abusive, libelous, defamatory, discriminatory, promotes racism, bigotry or hatred; infringes on any intellectual property or is in violation of any copyright or trademark law; in violation of any right of privacy; that promotes harmful, unlawful, seditious, terrorism or other criminal activity; that could give rise to civil liability; that contains viruses, worms, a Trojan Horse or other harmful files; that spawns automatic pop-ups; that contains an unauthorized download to the end-user’s computer; that is software pirating; hacking or phreaking; that is in violation of any Laws; is spam; or that appears or purports to be from someone other than the You or that impersonates another person or entity;
(i) You will not market Protected Group Products or Services to minors;
(k) You will comply with all Laws regarding the use of testimonials and endorsements and will have appropriate disclaimers posted on Your Channels;
(l) You will not provide any advertising services through, or Referred Customers from, surveys, incentivized traffic (e.g., get $5 to provide your info) or incentivized ad placement, or provide any incentive to the recipient of an electronic advertisement for any purpose including to induce the recipient to initiate an action, click on an ad or make a purchase; incentives includes money, prizes, virtual currency, point systems and any other form of remuneration.
(m) You will comply with all rules of any social networking site where Protected Group Products or Services are advertised;
(n) You will not bid on any search terms that are trademarked, copyrighted, or otherwise protected intellectual property of Protected Group, or any third-party;
(o) You will review and comply with the terms and restrictions that are posted in the Affiliate Control Panel; and
(p) You will not make any changes or modifications to the Content, unless such changes or modifications were previously approved in writing by Protected Group.
10.2 In addition, You represent and warrant that when sending emails advertising any Protected Group Product or Service You will:
(b) Comply with the following procedures to allow a recipient to request not to receive future commercial electronic mail messages (the “Opt-Out Procedures”): (i) You will include a clearly and conspicuously displayed, functioning return email address or other Internet-based mechanism that (1) a recipient may use to request not to receive future commercial electronic mail messages from Protected Group at the email address where the message was received and (2) remains capable of receiving such messages or communications for no less than 30 days after the transmission of the original message; and (ii) if Your product, service or website is advertised or promoted in the email, You must include a clearly and conspicuously displayed, functioning return email address or other Internet-based mechanism that (a) a recipient may use to request not to receive future commercial electronic mail messages from You at the email address where the message was received and (b) remains capable of receiving such messages or communications for no less than 30 days after the transmission of the original message.
(c) Ensure that if a recipient makes a request using a mechanism provided by You not to receive some or any commercial electronic mail messages from You, then You (1) shall not initiate, assist, or cause any person to initiate or assist, the transmission to the recipient more than 10 business days after the receipt of such request of a commercial email message that falls within the scope of the request; and (2) shall not sell, lease, exchange, or otherwise transfer or release the email address of the recipient (including through any transaction or other transfer involving mailing lists bearing the email address of the recipient) for any purpose other than compliance with any Federal, State, or local law, statute, regulation or ordinance.
(d) Follow all protocols established by Protected Group for unsubscribing indiviuals including that Protected Group may provide you with a list of individuals who have opted-out of receiving email advertisements for the Protected Group (a “Suppression List”) and You agree to remove all emails contained in that the Suppression List prior to each and every transmission of email advertisements for the Protected Group, in order to ensure that recipients who have opted-out will not receive further email advertisements. Failure to properly apply the Suppression List will result in termination and forfeiture of Commissions. You agree that the Suppression List is the Confidential Information of the Protected Group and that You will to only use the Suppression Lists for lawful purposes and will not sell, rent or share any Suppression Lists.
(e) Not access any computer without authorization and intentionally initiate the transmission of multiple commercial electronic mail messages from or through such computer to accomplish any email broadcast or use a computer to relay or retransmit multiple commercial electronic mail messages with the intent to deceive or mislead recipients or any internet access service as to the origin of such messages to accomplish any email broadcast.
(f) Not take any actions to falsify the header information in any commercial electronic mail messages including, but not limited to, the inclusion of header information that (a) includes an originating email address, domain name, or Internet Protocol address the access to which was obtained by means of false or fraudulent pretenses or representations, (b) fails to identify accurately a computer used to initiate the message because you knowingly used another computer to relay or retransmit the message for purposes of disguising its origin, or (c) is altered or concealed in a manner that would impair the ability of any person or Internet access service processing the message on behalf of a recipient, to identify, locate, or respond to you or the Protected Group or to investigate the alleged violation.
(g) Only send emails from domains which You own and which are openly and accurately registered to You, including with Your legally registered company name, address, email address and phone number. You may not use domains that are privately registered or registered through a proxy service.
(h) Not falsify or forge any electronic mail transmission information or other routing information in any manner to accomplish any email broadcast.
(i) Not use or include a subject heading that is misleading about a material fact regarding the contents or subject matter of the message and will only use truthful and accurate subject lines which relate to the content in the body of the email and which have either been provided by the Protected Group or approved by the Protected Group in writing.
(j) Ensure that each commercial email will include (a) a clear and conspicuous identification that the message is an advertisement or solicitation; (b) a clear and conspicuous notice of the opportunity to decline to receive further commercial electronic mail messages from the Protected Group and/or you; and (c) a valid street address for the sender.
(k) Only use from and subject lines, creative materials and contact and unsubscribe information which has been provided, or approved (in writing), by the Protected Group;
(l) Not add any text or images, other than Your unsubscribe mechanism, to the Content including any hidden or invisible text.
10.3 You further represent and warrant that You are: (i) not currently identified on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control, Department of the Treasury (“OFAC”), and/or on any other similar list maintained by the OFAC pursuant to any authorizing statute, executive order or regulation; (ii) not a person or entity with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or executive order of the President of the United States; (iii) not engaged in any activity or conduct that would breach any anti-corruption laws or anti-money laundering laws; and (iv) not currently under investigation by any governmental authority for alleged criminal activity relating to the OFAC, Patriot Act Offenses, anti-corruption laws or anti-money laundering laws.
10.4 Your breach of any of the representations and warranties contained in this Agreement, in any manner, will be deemed a material breach of this Agreement by You and You will automatically forfeit any and all Commissions and Your access to the Affiliate Control Panel and Links may be terminated.
- LICENSE AND USE OF INTELLECTUAL PROPERTY.
11.1 Subject to the limitations set forth in this Agreement, We grant You a non-exclusive, non-transferable, revocable license to (i) access Our Website through the Links solely in accordance with the terms of this agreement and (ii) solely in connection with such Links, to use the Protected Group trademarks, logos and similar identifying material and the Content but only in the form(s) that they are provided by Us (collectively, the "Licensed Materials") and for the sole purpose of providing services to Us hereunder. You agree that You will not: (a) alter, modify, or change the Licensed Materials in any way; (b) make any use of Licensed Materials for purposes other than selling Protected Group Products and Services; use the Licensed Materials after termination of this Agreement or Your relationship with the Protected Group; or use the Licensed Materials in any manner that is disparaging or that otherwise portrays the Protected Group, its affiliates, employees or representatives in a negative light.
11.2 We reserve all rights in and to the Licensed Materials. We may revoke Your license at any time, in our sole discretion. If not revoked, this license shall terminate upon expiration or termination of this Agreement.
11.3 YOU REPRESENT AND WARRANT THAT YOU SHALL NOT AND ARE NOT AUTHORIZED TO:
(a) USE THE LICENSED MATERIALS OR ANY OF OUR OTHER INTELLECTUAL PROPERTY OR ANY VARIATIONS OR MISSPELLINGS THEREOF OR OTHER TERM OR TERMS CONFUSINGLY SIMILAR TO ANY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, THE LINKS AND CONTENT (COLLECTIVELY, “OUR IP”) WITHOUT OUR EXPRESS PRIOR WRITTEN PERMISSION;
(b) USE OUR IP IN A DOMAIN OR WEBSITE NAME, IN ANY BIDS FOR KEYWORDS OR GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), IN ANY SEARCH ENGINE ADVERTISING (PAID OR OTHERWISE), IN ANY METATAGS, GOOGLE ADWORDS OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES, KEYWORDS, ADVERTISING, SEARCH TERMS, CODE, OR SIMILAR DEVICES OR FUNCTIONS; OR
(c) CAUSE OR CREATE OR ACT IN ANY WAY THAT CAUSES OR CREATES OR COULD CAUSE OR CREATE ANY "INITIAL INTEREST CONFUSION" OVER THE USE OF OUR IP ON THE INTERNET OR IN ANY SEARCH ENGINE ADVERTISING.
11.4 YOUR USE OF OUR IP IN ANY MANNER, OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER IS A BREACH OF THIS AGREEMENT AND CONSTITUTES UNLAWFUL INFRINGEMENT OF OUR TRADEMARKS, COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS, AND MAY SUBJECT YOU TO CLAIMS FOR DAMAGES INCLUDING, WITHOUT LIMITATION, TREBLE DAMAGES FOR KNOWING OR WILFUL INFRINGEMENT, AND THE OBLIGATION TO PAY OUR LEGAL FEES AND COSTS IN CONNECTION WITH ANY ACTION OR PROCEEDING IN WHICH WE SEEK TO ENFORCE OUR RIGHTS UNDER THIS AGREEMENT OR WITH REGARD TO ANY OF OUR INTELLECTUAL PROPERTY RIGHTS.
11.5 You grant to Us a non-exclusive license to utilize Your names, titles, and logos, as the same may be amended from time to time, to advertise, market, promote, and publicize or use in any manner. This license shall terminate upon the expiration or termination of this Agreement.
- TERM AND TERMINATION
12.1 The term of this Agreement will begin upon Our acceptance of Your Affiliate Program application and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause.
12.2 Protected Group reserves the right to remove an Affiliate from the Affiliate Program, and to terminate or suspend this Agreement at any time for any reason in Protected Group's sole discretion. Without limitation, an Affiliate's participation in the Affiliate Program and this Agreement shall be deemed automatically terminated immediately and all commissions forfeited upon Affiliate's violation of any of the terms of this Agreement or of any applicable law or regulation.
12.3 We reserve the right to terminate any Affiliate who produces fewer than 30 Qualified Purchases per month.
- MODIFICATION OF THIS AGREEMENT
13.1 We may modify any of the terms and conditions contained in this Agreement, at any time and in Our sole discretion. Notice of any change by email to Your email address in Our records, or the posting on Our Website of a notice, is considered sufficient notice to You of a modification to the terms and conditions of this Agreement and Your continued use of the Affiliate Control Panel, Links or provision of services to Us constitutes Your binding acceptance of the modified terms. If any modification to these terms is unacceptable to You, Your only recourse is to terminate this Agreement.
- DISCLAIMER OF WARRANTIES
WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE AFFILIATE PROGRAM OR ANY PROTECTED GROUP PRODUCTS AND SERVICES SOLD THROUGH THE AFFILIATE PROGRAM INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE. WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS, INCLUDING THE TRACKING OF INFORMATION ABOUT REFERRED CUSTOMERS DURING THE PERIOD OF INTERRUPTION. WE MAKE NO REPRESENTATION OR GUARANTEE AS TO THE AMOUNT OF COMMISSION, IF ANY, WHICH YOU WILL GENERATE.
- LIMITATION OF LIABILITY
WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE
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 AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
You hereby agree to indemnify and hold harmless Protected Group and Our subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners (“Indemnified Parties”), against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") arising out of or related to (i) Your alleged or actual breach of Your representations and warranties in Section or of any other term of this Agreement; (ii) Your alleged or actual violation of any Laws or rights of a third-party; (iii) Your Channels; or (iv) any claim regarding Our use of Your trademarks. You will give prompt written notice to Protected Group of any actual or threatened claim of which You are aware which may affect the Indemnified Parties. Protected Group reserves the right to control the defense and settlement, with counsel of its choosing, of any claim for which You are obligated to indemnify.
17.1 Each of the parties hereto agrees that all trade secrets and other confidential information of the disclosing party, including, without limitation, any modifications to the terms of this Agreement, a party’s business and financial information, pricing and sales information, and all communications between the parties (the “Confidential Information”) shall remain strictly confidential and shall not be utilized for any purpose outside the terms of this Agreement, except and solely to the extent that any such information is (a) already lawfully known to or independently developed by the receiving party, (b) disclosed in published materials, (c) generally known to the public, (d) lawfully obtained from any third party without any obligation of confidentiality to the discloser hereunder, or (e) independently developed by a party without reference to or use of the other party’s Confidential Information. All information of a Referred Customer is the Confidential Information of the Protected Group.
17.2 Notwithstanding the foregoing, each party is hereby authorized to disclose Confidential Information (a) to any person pursuant to a valid subpoena or order issued by any court or administrative agency of competent jurisdiction, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process. Prior to disclosure the disclosing party must provide the other party written notice and an opportunity to object to such disclosure.
- SUBMISSION AND INDEPENDENT INVESTIGATION
18.1 Your application submission acknowledges that You have read this Agreement and agree to be bound by all its terms and conditions. You understand that We may at any time (directly or indirectly) solicit Protected Group relationships on terms that may differ from those contained in this agreement. We may also solicit Protected Group relationships with entities that operate websites that are similar to or compete with Your website.
18.2 Your application indicates that You have independently evaluated the desirability of participating in the Protected Group Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement, and that You have had an opportunity to consult with counsel regarding the terms of this Agreement and freely enter into this Agreement.
- RELATIONSHIP OF PARTIES
You and Protected Group 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 have no authority to enter into any contractual agreements or make any representations on Our behalf. You will not make any statement, whether on Your Channels or otherwise, that reasonably would contradict anything in this Section.
- ARBITRATION, VENUE AND GOVERNING LAW
WHETHER TO AGREE TO ARBITRATION IS AN IMPORTANT BUSINESS DECISION. YOU SHOULD NOT RELY SOLELY UPON THE INFORMATION PROVIDED IN THIS AGREEMENT AS IT IS NOT INTENDED TO CONTAIN A COMPLETE EXPLANATION OF THE CONSEQUENCES OF ARBITRATION. YOU SHOULD CONSULT WITH AN ATTORNEY REGARDING THE CONSEQUENCES OF AGREEING TO ARBITRATE CLAIMS. This arbitration provision (“Arbitration Provision”) requires You to resolve any claim that You may have against the Protected Group on an individual basis pursuant to the terms of the Agreement. This provision will preclude You from bringing any class, collective, or representative action against the Protected Group. It also precludes you from participating in or recovering relief under any current or future class, collective, or representative action brought against the Protected Group by someone else. Except as it otherwise provides, this Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration, including disputes arising out of or relating to the interpretation or application of this Arbitration Provision. You acknowledge and agree that that all disputes You may have against the Protected Group must be resolved only by an arbitrator through final and binding arbitration on an individual basis and not by way of court or jury trial, or by way of class, collective, or representative action. Each Party hereby agrees that any dispute, other than related to infringement of the Protected Group’s intellectual property rights or breach of the obligation to maintain confidentiality, between the Parties arising out of this Agreement or in any manner relating to the provision of services by You to the Protected Group must be submitted by the Parties to arbitration, on an individual basis, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, before a single arbitrator, appointed in accordance with such rules. Costs of arbitration services shall be shared equally between the Parties however the arbitrator may award costs and fees to the prevailing Party. Judgment upon the award may be entered in any court having jurisdiction thereof. Any such arbitration will be held in Los Angeles, California and in no other jurisdiction. Any action filed by You in any court in violation of this Arbitration Provision shall be dismissed and You agree to pay all of Protected Group’s attorney fees and costs incurred to enforce the terms of this Arbitration Provision. Any action to enforce this Arbitration Provision, or as permitted above to protect a Party’s Confidential Information or the Protected Group’s intellectual property rights, must be brought in the federal or state courts located in Los Angeles County, California and You irrevocably consent to the jurisdiction of such courts. The laws of the United States and the State of California will govern this Agreement, without reference to rules governing choice of laws.
This Agreement is the entire agreement of the Parties on the subject matter hereof and no warranties, representations, or covenants have been made except as expressly set forth herein. This Agreement supersedes all prior or contemporaneous oral and written negotiations and/or agreements on the subject matter contained herein. No course of prior dealings between the Parties and no usage of trade will be relevant to supplement or explain any term used in this Agreement. No amendment or extension of this Agreement will be binding unless in writing and signed by both Parties. This Agreement may only be modified or otherwise changed as set forth herein. 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 a provision or any other provision of this Agreement. If any provision of this Agreement is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire Agreement will be severable and remain in effect. This Agreement shall inure to the benefit of and be binding on the heirs, legal representatives, successors, and assigns of the Parties. There shall be no assignment or delegation by either You of any or all of its rights, obligations, or duties under this Agreement without the prior written consent of Protected Group, which may be withheld in its sole discretion. Protected Group may assign its rights, obligations and duties hereunder. Headings used herein are for reference purposes only and neither limit nor amplify the terms and conditions herein. In this Agreement, the use of any gender shall be deemed to include all genders, and the use of the singular shall include the plural and vice versa, wherever it appears appropriate from the context. For all purposes of this Agreement, unless otherwise expressly stated to the contrary, the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”. This Agreement may be executed electronically and/or in counterparts and if so executed and/or delivered, shall be as effective as if the same original document had been duly executed and personally delivered by each Party to the other Party.
By clicking “SUBMIT” You (a) adopt such as Your electronic signature; (b) are agreeing to be bound by all of the terms and conditions of this Agreement; (c) consent and agree that the Protected Group may provide You with electronic communications and disclosures (collectively, “Communications”) via email, by making them accessible in the Affiliate Control Panel or on Protected Group’s website and/or portal; (d) that Your electronic signature on these Affiliate Terms and Conditions and on any subsequent agreements and documents has the same effect as if You signed them in writing; and (e) attest that if signing on behalf of an entity You are duly authorized to bind such entity to the terms and conditions of this Agreement. If you wish to revoke/withdraw Your consent at any time, please contact us at firstname.lastname@example.org - Withdrawal of Your consent will result in termination of Your access to the Affiliate Control Panel and termination of Our relationship with You. Any withdrawal will be effective only after a reasonable period of time for Protected Group to process Your withdrawal.