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"NO
LIMITS" AFFILIATE PROGRAM AGREEMENT
PLEASE READ THE ENTIRE AGREEMENT.
YOU
MAY PRINT THIS PAGE OUT FOR YOUR RECORDS.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND DatingDynamics.com.
BY
SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ
AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU
AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
1. Overview
This Agreement contains the complete terms and conditions that apply to
you becoming an affiliate in DatingDynamics.com's "No Limits" Affiliate
Program. The purpose of this Agreement is to allow HTML linking between
your web site and DatingDynamics.com web site. Please note that
throughout this Agreement, "we," "us," and "our" will mean
DatingDynamics.com, and "you," "your," and "yours" will mean the
affiliate.
2. Affiliate
Obligations
2.1. To begin the enrollment process, you will complete and submit the
online application. We will evaluate your application to join the
program and notify you of your acceptance or rejection. We may reject
your application at our sole discretion.
2.2. As a member of DatingDynamics.com's "No Limits" Affiliate Program,
you will have access to the DatingDynamics.com Affiliate Management
Center. At this site you will be able to change your affiliate
preferences and download HTML code (that provides for links to web
pages within the DatingDynamics.com web site). Graphics ("Links") that
we have made available for use in your web site ("Site") will always be
available at our Downloads Page. You are only allowed to link to those
specific web pages that we designate in the HTML code. Plus, in order
for us to accurately keep track of guest visits from your site to ours,
you must use the HTML code that we provide.
2.3. Additionally, only DatingDynamics.com's HTML forms may be used for
registration and login to the DatingDynamics.com web site.
DatingDynamics.com reserves the right, at any time, to review your
placement and approve the use of Your Links and require that you change
the placement or use to comply with the guidelines provided to you.
2.4. You agree to fully cooperate with us in order to establish and
maintain any links between the DatingDynamics.com site and your site.
You also agree that those graphic images that you display pertaining to
DatingDynamics.com, for use as a link or otherwise, will only be
graphic images that we provide to you from the DatingDynamics.com
Downloads Page. If we update those graphics, you will need to replace
our old graphics with the new ones.
2.5. The maintenance and the updating of your site will be your
responsibility. Because you are a member of DatingDynamics.com's "No
Limits" Affiliate Program and the information within DatingDynamics.com
is updated often, it will be necessary for you to update the content of
your site on a regular basis to maintain consistency and accuracy
between the DatingDynamics.com site and your site. We may monitor your
site as we feel necessary to make sure that your site is up-to-date and
to notify you of any changes to your site that we feel should be made.
2.6. It is entirely your responsibility to follow all applicable
intellectual property and other laws that pertain to your site. You
must have express permission to use any person's copyrighted material,
whether it be a writing, an image, or any other copyrightable work. We
will not be responsible (and you will be solely responsible) if you use
another person's copyrighted material or other intellectual property in
violation of the law or any third party rights.
2.7. You cannot get commissions on your own purchases. We reserve the
right to delete commissions for purchases made by affiliates
themselves, or by others clearly acting on their behalf.
3.
DatingDynamics.com Rights and Obligations
3.1. We have the right to monitor your site at any time to determine if
you are following the terms and conditions of this Agreement and to
notify you of any changes to your site that we feel should be made or
to make sure that your links to our web site are appropriate and to
notify you of any changes that we feel should be made. If you do not
make the changes to your site that we feel are necessary, we reserve
the right to terminate your participation in the "No Limits" Affiliate
Program.
3.2. DatingDynamics.com reserves the right to terminate this Agreement
and your participation in the DatingDynamics.com "No Limits" Affiliate
Program immediately and without notice to you should you commit fraud
in your use of the "No Limits" Affiliate Program or should you abuse
this program in any way. If such fraud or abuse is detected,
DatingDynamics.com shall not be liable to you for any Referral Fees for
such fraudulent referrals.
3.3. End users who register with DatingDynamics.com through
DatingDynamics.com's "No Limits" Affiliate Program will be considered
Members of DatingDynamics.com ("Members"). All our rules, policies, and
operating procedures will apply to those Members. We may change our
policies and operating procedures at any time.
3.4. This Agreement will begin upon our acceptance of your Affiliate
application, and will continue unless terminated hereunder.
4.
Termination
Either you or we may end this Agreement AT ANY TIME, with or without
cause, by giving the other party written notice. Written notice can be
in the form of mail, email or fax. In addition, this Agreement will
terminate immediately upon any breach of this Agreement by you.
5.
Modification
We may modify any of the terms and conditions in this Agreement, at any
time in our sole discretion. In such event you will be notified by
email and a change notice will be posted at your Affiliate Management
Center. Modifications may include, but are not limited to, changes in
the payment procedures, and DatingDynamics.com's "No Limits" Affiliate
Program rules. If any modification is unacceptable to you, your only
option is to end this Agreement. Your continued participation in
DatingDynamics.com's "No Limits" Affiliate Program following the
posting of the change notice or new Agreement on our site will indicate
your agreement to the changes.
6. Affiliate
Fees
For every new end user who enters the DatingDynamics.com web site
through your Links from your Site and purchases merchandise from
DatingDynamics.com (a "Qualified Buyer"), DatingDynamics.com will pay
you a fee of 50% (ten percent) of the order subtotal (before tax and
shipping). Qualified Buyers exclude all existing DatingDynamics.com
customers. Please note that we will not pay Affiliate Fees on purchases
by Qualified Buyers who subsequently re-enter the DatingDynamics.com
web site (other than through your Links from your Site), even if the
customer previously followed a link from Your Site to the
DatingDynamics.com web site.
7. Payment
To receive a commissions payment, you must request one. You may do so
when you have accumulated at least $50 in earnings. However, if the
commissions payable to you for any calendar quarter are less than
$50.00, we may at our option hold these commissions until the total
amount due is at least $50.00 or (if earlier) until this Agreement is
terminated. Affiliates in the United States may be paid by Money Order
or check via postal mail.
Affiliates outside the USA
with earnings of less than $50 can be paid via PayPal, over $50 by
international money order or check.
8. Access to
Affiliate Center
You will be given a password so that you may enter our secure Affiliate
Management Center. From this site you will be able to receive your
reports that will describe our calculation of the Advertising Fee due
to you.
9. Promotion
Restrictions
You are welcome to promote your own web sites, but naturally any
promotion that mentions the DatingDynamics.com web site, could be
perceived by the public or the press as a joint effort. You should know
that certain forms of advertising are always prohibited by
DatingDynamics.com. For example, advertising commonly referred to as
"spamming" is unacceptable to us and could cause damage to our brand
name. Other generally prohibited forms of advertising include the use
of unsolicited commercial email (UCE), postings to non-commercial
newsgroups and cross-posting to multiple newsgroups at once. In
addition, you may not advertise in any way that effectively conceals or
misrepresents your identity, your domain name or your return email
address. You may use mailings to customers to promote
DatingDynamics.com web site so long as the recipient is already a
customer or subscriber of your services or web site, and recipients
have the option to remove themselves from future mailings. Also, you
may post to newsgroups to promote DatingDynamics.com web site so long
as the news group specifically welcomes commercial messages. No matter
what, you must always clearly represent yourself and your web sites as
independent from DatingDynamics.com. If it comes to our attention that
you are spamming, we will consider that cause for immediate termination
of this Agreement and your participation in the DatingDynamics.com "No
Limits" Affiliate Program. Any pending balances owed to you will not be
paid if your account is terminated due to unacceptable advertising or
solicitation.
10. Grant of
Licenses
10.1. We grant to you a non-exclusive, non-transferable, revocable
right to (i) access our site through HTML links solely in accordance
with the terms of this Agreement and (ii) solely in connection with
such links, to use our logos, trade names, trademarks, and similar
identifying material (collectively, the "Licensed Materials") that we
provide to you for such purpose. You may not alter, modify or change
the Licensed Materials in any way. You are only entitled to use the
Licensed Materials to the extent that you are a member in good standing
of DatingDynamics.com's "No Limits" Affiliate Program. All uses of
Licensed Materials by you shall be subject to the DatingDynamics.com
trademark usage guidelines as will be provided to you from time to
time. You agree that all uses of the Licensed Materials will be on
behalf of DatingDynamics.com and the good will associated therewith
will inure to the sole benefit of DatingDynamics.com.
10.2. You grant to us a non-exclusive right to utilize your names,
titles, and logos in the advertising, marketing, promoting, and
publicizing in any manner our rights under this Agreement. However,
DatingDynamics.com is under no obligation to so advertise, market,
promote, or publicize.
10.3. Each party agrees not to use the other's proprietary materials in
any manner that is disparaging, misleading, obscene or that otherwise
portrays the party in a negative light. Each party reserves all of its
respective rights in the proprietary materials covered by this license.
Other than the license granted in this Agreement, each party retains
all right, title, and interest to its respective rights and no right,
title, or interest is transferred to the other.
11.
Disclaimer
DatingDynamics.com MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR
WARRANTIES REGARDING DatingDynamics.com SERVICE AND WEB SITE OR THE
PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF
DatingDynamics.com ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, 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.
12.
Representations and Warranties: You represent and warrant that:
12.1. 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;
12.2. You have the full right, power, and authority to enter into and
be bound by the terms and conditions of this Agreement and to perform
your obligations under this Agreement, without the approval or consent
of any other party;
12.3. You have sufficient right, title, and interest in and to the
rights granted to us in this Agreement.
13.
Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS
AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR
OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT
LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST
BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN
THIS AGREEMENT, IN NO EVENT SHALL DatingDynamics.com CUMULATIVE
LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER
BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR
EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER
THIS AGREEMENT.
14.
Indemnification
You agree to indemnify and hold harmless DatingDynamics.com and its
employees, representatives, agents and affiliates, against any and all
claims, suits, actions, or other proceedings brought against
DatingDynamics.com based on or arising from any claim (i) that our use
of any material provided by you infringes on any copyright, patent,
trademark, trade secret or any other intellectual property right of any
third party, or (ii) resulting from your breach of this Agreement or
resulting from your breach of any third party intellectual property
right or misappropriation of any material, or resulting from any of
your defamatory, libelous act or resulting from your violation of any
third party right of publicity or privacy. You will pay any and all
costs, damages, and expenses, including, but not limited to, reasonable
attorneys' fees and costs awarded against or otherwise incurred by
DatingDynamics.com in connection with or arising from any such claim,
suit, action, or proceeding.
15.
Confidentiality
All confidential information, including, but not limited to, any
business, technical, financial, and customer information, disclosed by
one party to the other during negotiation or the effective term of this
Agreement which is marked "Confidential", will remain the sole property
of the disclosing party, and each party will keep in confidence and not
use or disclose such proprietary information of the other party without
express written permission of the disclosing party.
16.
Miscellaneous
16.1. You agree that you are an independent contractor, and nothing in
this Agreement will create any partnership, joint venture, agency,
franchise, sales representative, or employment relationship between you
and DatingDynamics.com. You will have no authority to make or accept
any offers or representations on our behalf. You will not make any
statement, whether on Your Site or any other of Your Site or otherwise,
that reasonably would contradict anything in this Section.
16.2. Neither party may assign its rights or obligations under this
Agreement to any party, except to a party who obtains all or
substantially all of the business or assets of a third party.
16.3. This Agreement shall be governed by and interpreted in accordance
with the laws of the State of California without regard to the
conflicts of laws and principles thereof.
16.4. You may not amend or waive any provision of this Agreement unless
in writing and signed by both parties.
16.5. This Agreement represents the entire agreement between us and
you, and shall supersede all prior agreements and communications of the
parties, oral or written.
16.6. The headings and titles contained in this Agreement are included
for convenience only, and shall not limit or otherwise affect the terms
of this Agreement.
16.7. If any provision of this Agreement is held to be invalid or
unenforceable, that provision shall be eliminated or limited to the
minimum extent necessary such that the intent of the parties is
effectuated, and the remainder of this agreement shall have full force
and effect.
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