Effective Date: January 1st, 2018
By completing and submitting an application to participate in the Program, you agree to the terms and conditions of this agreement and you represent and warrant that you are at least age 18 (or the age of majority in your state, province or country of residence) and are lawfully able to enter into contracts. If you are signing this agreement on behalf of a company or other legal entity, then you represent and warrant that you are authorized and lawfully able to bind that company or entity to this agreement.
You also understand and agree that the Company may operate multiple websites that may be similar to or compete with the Program and that we may solicit customer referrals that may differ from the terms and conditions in this Agreement. You also agree to rely solely on this Agreement in making your decision to enroll in the Program and that you are not relying on any representation, guarantee or statement other than as stated in this Agreement. For any insertion order (“Insertion Order” or “IO”) to be effective and enforceable, it must be accepted in writing by the Company in its sole discretion. Any IO submitted by or to the company shall be deemed incorporated into this Agreement by reference, but any conflicts between such IO and this Agreement shall be superseded and governed by this Agreement.
Subject to our right to monitor or audit compliance, You acknowledge and agree that it is solely your responsibility to maintain your compliance with the terms and conditions of this Agreement. By accessing or using LeadsGate.com (the “Website”), You also agree to be responsible for and to abide by all applicable local, state, national, and international laws, regulations, rules, and guidelines with respect to your use of the Website. In addition, You agree to assume all responsibility for your use, and the results of your use, of the Website, including meeting any requirements of your contracts with third parties or other persons.
Affiliate Program and Obligations
The term of this Agreement begins upon the written acceptance of the Affiliate into the Affiliate Program and ends when terminated by either party as set forth herein. The Affiliate may terminate this Agreement upon three (3) days’ written notice to LeadGate.com. We may terminate this Agreement at any time and for any reason in our sole discretion including, without limitation, (i) where we believe the Affiliate is in breach of this Agreement; (ii) where we believes that any website owned, operated or controlled by the Affiliate ("Affiliate Website") or any e-mail database owned, operated or controlled by Affiliate ("Affiliate Database") is unsuitable for the Affiliate Program (including, without limitation, where the company deems that the Affiliate Website contains material that could be unlawful, harmful, threatening, defamatory, obscene, harassing or otherwise controversial or objectionable); (iii) we believe Affiliate is engaging in deceptive marketing; (iv) we believe Affiliate is not, in any fashion, conducting permission-based e-mail marketing that fully complies with (a) all international, federal and state laws, rules and regulations including, but not limited to, the CAN-SPAM Act of 2003, as amended from time to time ("CAN-SPAM") or (b) the applicable published rules or guidelines of the Internet access service ("IAS") network, domain or e-mail servers to which it is transmitting commercial e-mail (for this Agreement, IAS shall have the same meaning as set forth in CAN-SPAM); or (v) upon the dissolution or insolvency of either party. The Affiliate is only eligible to earn commissions on transactions occurring during the term of this Agreement. Upon termination of this Agreement (i) the Affiliate immediately shall cease using, and shall remove from the Affiliate Websites, any and all Content (as defined below) and/or other materials provided to the Affiliate from the Company; (ii) The Affiliate immediately shall cease transmitting any and all e-mails in connection with any Advertising Campaign (as defined below); (iii) any and all licenses and rights granted to the Affiliate in connection with this Agreement immediately shall cease and terminate; and (iv) any and all Confidential Information, Content or proprietary information of the Company (including any confidential or proprietary information of any Advertiser or Lender) in the Affiliate’s possession or control must immediately be returned or destroyed. If requested, the Affiliate will certify in a writing signed by the Affiliate or an authorized officer of the Affiliate that all such confidential and/or proprietary information has been returned or destroyed.
We reserve the right to monitor your activities with respect to your participation in the Program, including but not limited to web sites or other media properties displaying Advertising, including monitoring for false leads and for marketing practices that violate the terms and conditions of this Agreement and/or any applicable laws and/or regulations. If the Company suspects fraud or unlawful conduct on your part, you acknowledge that it is your responsibility to prove to the satisfaction of the Company that no fraudulent or unlawful activity has occurred. If the Company detects fraud or unlawful conduct, your account will be made inactive pending further investigation and all commission payments will be held until such time as the Company determines that no fraudulent activity has occurred. If you fraudulently or unlawfully create leads as determined by the Company in our sole discretion, you will forfeit your entire commission for all leads and this Agreement will be terminated. You acknowledge that if you receive notice from or on behalf of the Company that fraudulent or unlawful activity may be occurring on your web sites or emails displaying Advertising, or any other marketing activity, and you do not take any or adequate actions to stop such fraudulent or unlawful activity, then you shall be solely responsible for all associated costs and legal fees resulting from the fraudulent activity. We reserve the right to report all known and/or suspected fraudulent or unlawful conduct by any Affiliate to interested parties and to make such conduct public. You agree not to hold the Company liable for any consequences of such reports. You acknowledge that it shall be in our sole discretion to determine whether or not fraudulent conduct has occurred or is suspected and to whom the conduct may be reported. We have the right to audit leads submitted by you, at your expense, if the Company suspects that you are submitting fraudulent or unlawful leads.
You will ensure the accuracy of the information describing your online publishing and promotional activities as it exists in the Website and otherwise associated with your Account, including your email address and other contact information and identification of your web sites. We may, from time to time, send necessary communications relating to the Program and this Agreement to the email address then currently associated with your Account. You will be deemed to have successfully received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.
The Affiliate will be solely responsible for the development, operation and maintenance of Affiliate website and all materials that appear on Affiliate websites. Affiliate responsibilities include, but are not limited to: the technical operation of Affiliate websites; maintaining the equipment used to operate the Affiliate websites; creating, posting, and maintaining the links associated with the Postings; monitoring the legality, accuracy and appropriateness of the material posted on the Affiliate websites and compliance with the terms of this Agreement; and registering Affiliate websites with LeadsGate.
The Affiliate agrees that it will not, in any way, directly or indirectly alter, modify, eliminate, conceal, cookie stuff, traffic steal or otherwise render inoperable or ineffective LeadsGate or any posting’s website tags, source codes, links, pixels, modules or other technology or data provided by or obtained from the company that allow us to measure advertisement performance and provide its service, or attempt to do the same. The Affiliate authorizes the Company to utilize its trademarks, service marks, trade names, and/or copyrighted material that the Affiliate provides the company through its account to promote his/her participation in the Program.
The Affiliate agrees that the Company may identify the Affiliate and Affiliate website as a participant in the Program as long as the Affiliate remains a participant in good standing. The company may make this identification orally, in writing or electronically, including without limitation, in press releases, public announcements and promotional materials publicizing, advertising or promoting the Program. The Affiliate may not issue any press release or public announcement, distribute any marketing or promotional materials or otherwise make any public communications regarding this Agreement or your participation in the Program without our prior written consent.
The Company retains the right to audit, or to have its agent audit, Affiliate books and records for the purpose of verifying compliance with the terms of this Agreement and ensuring that no fraudulent activity has taken place. The audit shall be conducted at our expense unless the audit reveals that the Affiliate has violated the terms of this Agreement or otherwise committed fraud, in which case, the Affiliate shall bear the costs of the audit.
Terms of Payment
Subject to the terms and conditions of this Agreement, we will compensate you for generating “Qualified Leads” for financial and other offers (“Offers”) promoted by advertisers and other marketing partners in our network. A “Qualified Lead” means information about a consumer that meets lead criteria specified by the company. Qualifies Leads shall not include leads that are generated by fraudulent means or leads for consumers who cancel or return any orders. The final determination of whether a lead is a “Qualified Lead” is at our sole discretion. Lead criteria may change without notice to you other than by being posted on the website.
We shall pay you a certain amount per lead as specified in an insertion order separately agreed to by you and the company for the specific campaign (Insertion Order) or as published on our website. You must earn a minimum of One Hundred Dollars ($100) each month in order to receive payment for leads generated. In the event that you do not reach this minimum threshold, the earnings will be held over for payment to you following the end of the paydate.
We will compile, calculate, and deliver to you data required to determine your billing and compensation (“Data”). In the event you dispute the number of Qualified Leads stated in the Data for which you may be paid, you must notify the company of such dispute within ten (10) days of receiving the Data with a detailed explanation of the rationale for the dispute, otherwise the Data will be deemed accurate and accepted as such by you without further right to dispute the accuracy of the Data. We shall, in good faith, consider such documentation, but shall have final authority in determining the correct number of Qualified Leads. Leadsgate’s determination concerning the number of Qualified Leads shall be deemed final and binding on the parties.
We may withhold final payment for a reasonable time to ensure that the commission fees paid exclude any fraudulent, canceled, or returned Qualifying Leads.
Each Posting will specify the amount and terms under which the Affiliate will receive payment.
Marketing and Restrictions
We will provide to the Affiliate certain marketing pieces created by LeadsGate and/or one of its Advertisers for the Program. We will post various creative materials, text links and/or banner advertisements (collectively "Content") on the Website/personal account for download, use and publication by Affiliates subject to the license set forth above and the other provisions of this Agreement. We may terminate Affiliates’ right to use the Content in its sole discretion at any time and without prior notice. Subject to the terms and conditions of the Advertising Campaign offered by the applicable Advertiser, Content shall be used only to generate valid sales, leads, applications, registrations, clicks, impressions or other compensable activities (collectively, "Compensable Transactions"). Unless otherwise stated in writing by LeadsGate, all Content provided to the Affiliate with any Advertising Campaign must include, in unaltered form, our special transaction tracking codes as embedded in all such Content (the "Transaction Tracking Codes"). The Affiliate shall not modify, circumvent, impair, disable or otherwise interfere with any Transaction Tracking Codes or other technology or methodology required or provided by LeadsGate in connection to the Content. We may change or revise the Content made available in its sole discretion at any time and without prior notice, and the affiliate agrees to use only the most recent version of the Content posted on the Website. The Affiliate may not alter, modify or otherwise change the Content in any manner whatsoever. The Affiliate may only use Content supplied by the company. Use, or the attempted use, of any marketing materials other than the Content provided by the company may result in the immediate termination of this Agreement without notice.
The Affiliate shall comply with field requirements set forth by the company in this Agreement, in any applicable IO or in any written or email notice. We may reject without recourse any leads or transactions that do not meet the required fields.
The Affiliate agrees that the company may direct the placement of the Content. Unless such direction is given (and subject to the terms and conditions of this Agreement, the rules relating to the particular Advertising Campaign and all applicable laws, rules and regulations), The Affiliate may display the Content in its Affiliate Websites and/or in e-mail messages distributed to those e-mail addresses listed in its Affiliate Database as it deems reasonable. Notwithstanding the foregoing, the Affiliate immediately must comply with any and all requests by the company to modify, alter or otherwise change the positioning, placement, frequency and/or other editorial decisions related to Content. The Affiliate immediately must remove Content upon receiving instructions from LeadsGate.com, or upon the termination or expiration of any Advertising Campaign. The Affiliate shall not use brand names, trademarks or other intellectual property of another party in the "subject" or "from" lines, or body of any commercial e-mail transmission. The Affiliate shall not use any brand names, trademarks or other intellectual property to direct traffic to any Affiliate Websites or Advertiser websites including, but not limited to, purchasing keywords from a search engine service provider that include the trademark, service mark and/or brand name (or any derivative of any such trademark, service mark or brand name) of any of the Advertisers, the Company or their respective affiliates or clients.
The Affiliate shall not use any deceptive practices to generate leads. The Affiliate shall not post or transmit any deceptive content on public message boards, chat rooms, or in public areas of social networking and job sites. The Affiliate shall not allow Content to be placed on any non-Affiliate Websites without the prior express written consent of the company. The Affiliate shall not include or promote any Content or Advertiser Campaigns through any blogs, news articles or other social media without the prior written consent of LeadsGate.com for each use.
The Affiliate must place or use the Content only intending to deliver valid Compensable Transactions. The Affiliate shall not, nor knowingly or negligently permit any person to, activate the Content or inflate the Compensable Transactions through any deceptive or misleading practice, method or technology including, but not limited to, using any spyware, adware, device, program, robot, Iframes, hidden frames, redirects, spiders, computer script or other automated, artificial or fraudulent methods designed to appear like an individual, real live person performing a Compensable Transaction. The Affiliate agrees and acknowledges it shall not use incentivized offers, create the appearance of incentivized offers, establish or cause to be established any promotion that provides any incentives, sweepstakes entries, rewards, points or other compensation to be earned in connection with generating Compensable Transactions, or otherwise attempt to induce Internet users to click on the Content or perform any action through any other incentives, without obtaining the prior written approval of the company; place any statement in close proximity to the Content requesting e-mail recipients or Internet users "click" on the Content; place misleading or deceptive statements in close proximity to the Content; take control of a user's computer by delivering advertisements that a user of a computer cannot close without turning off the computer or closing all sessions of the Internet browser for the computer; install or execute on another's computer one or more additional software program(s) without consent of the user (upon obtaining such consent, the Affiliate must provide instructions to disable the software, such that the software is easily identifiable and the removal of which can be performed without undue effort or special knowledge by the user of the computer); distribute spyware or other similar or harmful software; or redirect traffic to a website other than the website listed by the Advertiser. Affiliate websites must be fully functional at all levels. "Under construction" pages or sections are not permitted. Spawning process pop-ups are also prohibited.
The contents of the Website, including all software, design, text, graphics, images, photographs, illustrations, audio and video material, artwork, databases, user interfaces, visual interfaces, sounds, artwork, presentations in any format, computer code (including html code), products, information, and documentation, as well as the design, structure, selection, coordination, expression and arrangement of the Website (collectively, "Material") unless otherwise indicated, are owned, controlled, and licensed by the company or its licensors. Any rights granted hereby are expressly licensed. We do not grant any implied right to You or any other person and does not transfer or assign any ownership or intellectual property interest or title in or to the Website (or any part thereof) to You or anyone else. Accordingly, Your unauthorized use of the Website (including any Material) may violate intellectual property or other proprietary rights laws as well as other laws, regulations, and statutes. The Website and Material is Copyright LeadsGate and/or its licensors. You must not alter, delete or conceal any copyright or other notices contained on the Website or Material, including notices on any audio/visual material You access, download, transmit, display, print or reproduce from the Website. You shall not, nor will You allow any third party (whether or not for your benefit) to reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third party website), or otherwise use, any Material without the express prior written consent of the company or its owner if the company is not the owner. LeadsGate and all other names, logos, and icons identifying the company and its products and services are proprietary trademarks of LeadsGate (or its Affiliates), and any use of such marks, including, without limitation, as domain names or account identifiers, without the express written permission of the company is strictly prohibited. Other product and company names mentioned herein or on the Website may be the trademarks and/or service marks of their respective owners.
The Website may include certain services that are available to You via your mobile phone or other mobile device if You have subscribed to them, including the ability to use your mobile device to receive and reply to messages from the company, and access certain other features (collectively, "Mobile Services"). Although we do not charge You for these Mobile Services, your mobile carrier’s normal messaging, data, and other rates and fees will still apply to your use of the Mobile Services. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your mobile carrier, and not all Mobile Services may work with all carriers or devices. Therefore, You are responsible for checking with your mobile carrier to determine if the Mobile Services are available for your mobile devices, what restrictions, if any, may be applicable to your use of the Mobile Services, and how much they will cost you.
THE WEBSITE AND MATERIALS ARE PROVIDED "AS-IS." WE DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE WEBSITE OR MATERIALS IN TERMS OF AVAILABILITY, ACCURACY, RELIABILITY, CURRENTNESS, COMPLETENESS, FUNCTIONALITY, INTENDED PURPOSE, OR OTHERWISE. WE DO NOT REPRESENT OR WARRANT THAT THE WEBSITE OR MATERIALS WILL OPERATE ERROR-FREE, UNINTERRUPTED, OR IN A MANNER THAT WILL MEET YOUR REQUIREMENTS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE WEBSITE IS WITH YOU. THE WEBSITE, THE MATERIALS, LEADS, MARKETING SERVICES, AND ANY ASSOCIATED INFORMATION ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND WE HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR BASED ON COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT GUARANTEE THAT THE INFORMATION PROVIDED BY THE CONSUMER IS ACCURATE OR COMPLETE, OR THE RESULTS TO BE ACHIEVED FROM LEADS, INCLUDING ANY SPECIFIC CUSTOMER CONVERSION RATES. YOU UNDERSTAND AND ACCEPT THAT LEADS AND CONTACT INFORMATION COLLECTED HAVE NOT BEEN SCREENED OR VALIDATED BY US AND ARE NOT GUARANTEED TO BE ACCURATE OR ERROR-FREE AND ALL RISKS OF CONDITION, USE, QUALITY, DESIGN, OR FITNESS ARE YOURS.
Limitation of Liability
The Company shall have no responsibility to provide You access to the Website. You acknowledge and agree that the company shall not be liable or responsible for any claim, damage, or loss resulting, directly or indirectly, from a cause beyond our control, including, but not limited to, offers or promotions made available on the Website, failure of electronic or mechanical equipment or communication lines, telephone or other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, governmental restrictions, or any claim, damage, or loss arising out of transactions or interactions between You, third-party merchants or anyone else. You specifically acknowledge that the company shall not be liable for defamatory, offensive, or illegal conduct of any third party and that the risk of harm or damage from the foregoing rests entirely with You. MOREOVER, YOU AGREE THAT IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, FOR LOST PROFITS, FOR LOST DATA, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE WEBSITE, OR FOR ANY INFORMATION OR MATERIALS AVAILABLE THROUGH THE WEBSITE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. WITHOUT LIMITATION OF THE FOREGOING, TOTAL LIABILITY OF THE COMPANY FOR ANY REASON WHATSOEVER RELATED TO USE OF THE WEBSITE, RESULTS FROM USE OF THE WEBSITE, OR FOR ANY CLAIMS RELATING TO THIS AGREEMENT SHALL NOT EXCEED ONE THOUSAND DOLLARS ($1,000.00 USD), AS LIQUIDATED DAMAGES AND NOT AS A PENALTY EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIABILITY, IF ANY, SHALL BE COMPLETE AND EXCLUSIVE.
You will provide a list of all websites directly controlled ( including but not limited to those which You own, websites which have been licensed to You and/or sites over which You have physical control) by You to the Company, which is incorporated herein by reference (“Controlled Websites”). All Leads presented to the Company must originate from such Controlled Websites. Should any Leads originating from any site other than a Controlled Website be presented to the Company by You, the Company shall deny payment (or deduct from Your account, as applicable) of all fees, commissions or other payments, for such Lead, at our sole discretion. Further, should any Leads originating from any site other than a Controlled website be presented to the Company by You, the Company may immediately terminate all IOs and/or any other contracts or agreements between the Company and You.
You are now and will continue throughout the term of this Agreement to be in full compliance with all local, state, and federal laws, rules, and regulations applicable to your business and your participation in the Program. You must conduct all marketing and other activities related to this Agreement in compliance with all applicable laws, regulations, and guidelines, including but not limited to the Federal Trade Commission Act (“FTC Act”), the CAN-SPAM Act, Federal Trade Commission (“FTC”) regulations and guidelines implementing the FTC Act and the CAN-SPAM Act, FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising, the Telephone Consumer Protection Act, and all other applicable federal and state laws, regulations, and guidelines. If any such laws, regulations, or guidelines are amended or modified, in whole or in part, then you shall comply fully with all applicable requirements thereof, on and after the effective date of any such amendment or modification. You have obtained any and all necessary permits, licenses, or other authorizations required by any law, regulations, or government or regulatory authority for your business as presently conducted or as may be conducted during the term of this Agreement. You will adhere to the “Online Lenders Alliance Best Practices” which may be accessed via www.onlinelendersalliance.org.
In case if you become involved or named in any action, investigation, complaint, or other proceeding by or before any governmental or regulatory authority, or any private party, you will immediately provide notice to the Company of such action, investigation, complaint or other proceeding, in which event the Company may terminate this Agreement immediately and without notice to you.
You agree to indemnify, defend, and hold the Company harmless from and against any and all liability, loss, damages, claims or causes of action, including reasonable legal fees and expenses, arising out of or related in any way to your (i) breach of the foregoing representations and warranties, and/or (ii) your breach of any other provision of this Agreement.
We reserve the right at any time and on reasonable grounds, which shall include, without limitation, any reasonable belief of fraud, illegal activity, or actions or omissions that violate any term or condition of this Agreement, to terminate this Agreement with You (including any registered account) in order to protect its name, business, or goodwill and/or any other user. You acknowledge and agree that the company shall have the sole right to determine in its reasonable discretion whether You are engaging in any unauthorized activity and/or violating any term or conditions of this Agreement. The company shall also not be responsible or liable for any damages or loss, such as loss of sales or profits, as a result of any termination of this Agreement in accordance with this section. You may also terminate at any time by ceasing to use the Website. But, all applicable provisions of this Agreement will survive termination, as outlined below. Any licenses from the company and any right to use the Website shall immediately cease upon termination of this Agreement. The provisions concerning feedback, our ownership rights, representations and warranties, warranty disclaimer, limitation of liability, governing law, enforcement, termination, and the miscellaneous terms will survive the termination or expiration of this Agreement for any reason.
Should a dispute arise between the parties (the “Dispute”), the Dispute shall be referred by each party to an officer/manager of their respective companies with authority to settle the Dispute and shall meet in an attempt to settle the Dispute. If the officers/managers cannot resolve the Dispute, the Dispute shall be settled by arbitration as hereinafter provided. Any Dispute must be arbitrated on an individual basis, and must not be consolidated in any arbitration with any claim or controversy of any other party. The decision and award of the arbitrator shall be final and binding, and the award so rendered may be entered in any court having jurisdiction thereof. In the event of arbitration of a Dispute, each party will pay its own attorney's fees and other costs associated with arbitrating the Dispute.
“Confidential Information” shall mean: (i) either party's proprietary information; (ii) information marked or designated by either party as confidential; (iii) information otherwise disclosed by either party in a manner consistent with its confidential nature; (iv) the terms and conditions of this Agreement; and (v) either party's information that is conveyed to the other party, whether or not in written form and whether or not designated as confidential, that is known, or should reasonably be known, by the other party to be treated as confidential. The parties acknowledge that, as a result of the provision of services pursuant to this Agreement, one party (“Disclosing Party”) may disclose Confidential Information to the other party (“Receiving Party”). Therefore, the Receiving Party agrees that it will make no disclosure of the Disclosing Party's Confidential Information without obtaining the Disclosing Party's prior written consent. Additionally, the Receiving Party will restrict disclosure of Confidential Information to its employee(s), authorized agent(s) and/or independent contractors to whom disclosure is reasonably required, and such employee(s), authorized agent(s) and/or independent contractor(s) shall be explicitly bound by these confidentiality obligations and will use reasonable care, but not less care than they use with respect to their own information of like character, to prevent disclosure of any Confidential Information. Notwithstanding anything contained herein to the contrary, confidentiality provisions shall not apply where the Receiving Party can demonstrate with clear evidence that the information: (i) was previously known to the Receiving Party at the time of disclosure, free of any obligation to keep it confidential; (ii) became publicly known through no wrongful act of the Receiving Party; (iii) was rightfully received by the Receiving Party from a third party who was not bound under any confidentiality provisions; or (iv) was disclosed pursuant to judicial order, requirement of a governmental agency or by operation of law.
The Affiliate has no reasonable expectation of privacy while using the Website because the Company reserves the right to view, monitor, and/or record activity on the Website (in accordance with applicable law) and to comply with government or court appointed authorities when necessary. Actual or attempted unauthorized use of the Website may also result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law. You shall therefore not, nor shall You permit any third party to, disable, circumvent, or otherwise avoid any security device, mechanism, protocol, or procedure established by the Company for use of or with the Website. Moreover, You also acknowledge that any breach, threatened or actual, of this Agreement by You may cause irreparable injury to the Company and/or its licensors, such injury would not be quantifiable in monetary damages, and the Company and/or its licensors would not have an adequate remedy at law. You therefore agree that the Company and/or its licensors (or on their behalf) shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this Agreement. Accordingly, You hereby waive any requirement that the Company or its licensors post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to the Company to enforce any provision of this Agreement.
In the event the Affiliate breaches this Agreement, the Company reserves the right to suspend or cancel Affiliate account, in its sole discretion, and to withhold any and all payments. Should a payment be made and the Company determine that such payment was made to the Affiliate on account of an illegal or fraudulent action, or otherwise in violation of this Agreement, by the the Affiliate, the Company reserves the right to stop payment on said payment and pursue all other remedies available to it. Furthermore, the Affiliate acknowledges that a breach of this Agreement could result in immediate, extraordinary and irreparable damage the Company and/or its Advertisers and that such damages may be difficult to measure. Accordingly, the Affiliate agrees that should it breach the Agreement, the Cmpany may, in addition to other legal remedies, assess liquidated damages of up to $1,000.00 per occurrence for each such violation. The Affiliate further agrees that such liquidated damages are reasonable and do not constitute a penalty.
This Agreement is subject to change in our sole discretion and without prior notice. Changes may include, without limitation, the payout structure, payout amounts, payment procedures and other Affiliate-related policies; provided, however, that: any amendment or modification to the arbitration provisions, prohibition on class action provisions, or any other provisions applicable to dispute resolution (collectively, "Dispute Resolution Provisions") shall not apply to any disputes occurring before the amendment or modification; and any amendment or modification to pricing and/or billing provisions ("Billing Provisions") shall not apply to activity occurring before the applicable amendment or modification. Additional terms and conditions may apply to your participation in the program, which we may publish and update from time to time on the website used by the company to manage and track the program which are hereby incorporated herein and made a part of this agreement. The most current version of this Agreement will supersede all previous versions. Notwithstanding the foregoing, any change to this Agreement shall not apply to any dispute between you and us arising prior to the date of the posting of such change.
Neither party shall be liable for delay or failure to perform any of its obligations hereunder to the extent that such delay or failure arises from any cause beyond that party's reasonable control. Performance times shall be considered extended for a period of time equal to the time lost because of such delay or failure. A party affected by force majeure shall promptly advise the other of the circumstances and shall seek to mitigate the impact of the force majeure as promptly as possible.
This Agreement constitutes the complete and entire expression of the agreement between you and the Company pertaining to your participation in the Program, and shall supersede any and all prior agreements, whether written or oral, between the parties. If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such provision shall be limited or eliminated to the minimum extent necessary so that the remaining provisions and the Agreement shall continue in full force and effect. Each of the parties shall be solely responsible for its own employees in connection with performance under this Agreement, and all salary, wages, and benefits owed thereto.
Neither party will be liable to the other by reason of its failure to perform or its delay in the performance of its obligations hereunder as a result of any causes or conditions which are beyond such party's reasonable control and which such party is unable to overcome by the exercise of reasonable diligence, including but not limited to Acts of God, fires, storms, wars, governmental action, labor conditions, earthquakes, natural disasters, and interruption in internet service.
If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or un-enforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.
The company welcomes your feedback and suggestions about our products or services or with respect to how to improve the Website.