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Affiliate Agreement
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PLEASE
READ THE ENTIRE AGREEMENT.
YOU MAY PRINT THIS PAGE OUT FOR YOUR RECORDS.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND SiteCube.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. |
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| 1.
Overview |
This
Agreement contains the complete terms and conditions
that apply to you becoming an affiliate in
SiteCube.com's Affiliate Program. The purpose
of this Agreement is to allow HTML linking
between your web site and SiteCube.com web
site. Please note that throughout this Agreement, "we," "us,"
and "our" will mean SiteCube.com,
and "you," "your," and "yours" will
mean the affiliate. |
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2.
Affiliate Obligations |
a.
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.
b. As
a member of SiteCube.com's Affiliate Program,
you will have access to the SiteCube.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 SiteCube.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.
c.
Additionally, only SiteCube.com's HTML forms
may be used for registration and login to
the SiteCube.com web site. SiteCube.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.
d.
You agree to fully cooperate with us in order
to establish and maintain any links between
the SiteCube.com site and your site. You
also agree that those graphic images that
you display pertaining to SiteCube.com,
for use as a link or otherwise, will only
be graphic images that we provide to you from
the SiteCube.com Downloads Page. If we
update those graphics, you will need to replace
our old graphics with the new ones.
e.
The maintenance and the updating of your site
will be your responsibility. Because you are
a member of SiteCube.com's Affiliate Program
and the information within SiteCube.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 SiteCube.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.
f.
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. |
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3.
SiteCube.com Rights and Obligations
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a.
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 Affiliate Program.
b.
SiteCube.com reserves the right to terminate
this Agreement and your participation in the
SiteCube.com Affiliate Program
immediately and without notice to you should
you commit fraud in your use of the Affiliate
Program or should you abuse this program in
any way. If such fraud or abuse is detected,
SiteCube.com shall not be liable to you
for any Referral Fees for such fraudulent
referrals.
c.
End users who register with SiteCube.com
through SiteCube.com's Affiliate Program
will be considered Members of SiteCube.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.
d.
This Agreement will begin upon our acceptance
of your Affiliate application, and will continue
unless terminated hereunder.
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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. |
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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 SiteCube.com's Affiliate Program
rules. If any modification is unacceptable to
you, your only option is to end this Agreement.
Your continued participation in SiteCube.com's
Affiliate Program following the posting
of the change notice or new Agreement on our site
will indicate your agreement to the changes. |
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6.
Affiliate Fees |
For
every new end user who enters the SiteCube.com web
site through your Links from your Site and purchases
merchandise from SiteCube.com (a "Qualified Buyer"),
SiteCube.com will pay you a predefined affiliate commission. Qualified Buyers exclude
all existing SiteCube.com customers. |
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7.
Payment |
Payments
are processed on a monthly basis provided the
affiliate has accrued a minimum of $100 in commission.
All Payments are processed through Paypal.com. |
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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 commission
due to you. |
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9.
Promotion Restrictions |
You
are welcome to promote your own web sites,
but naturally any promotion that mentions the
SiteCube.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 SiteCube.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 SiteCube.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 SiteCube.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 SiteCube.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 SiteCube.com
Affiliate Program. Any pending balances owed
to you will not be paid if your account is
terminated due to unacceptable advertising
or solicitation. |
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10.
Grant of Licenses |
a. 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 banners,
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 SiteCube.com's
Affiliate Program. All uses of Licensed Materials
by you shall be subject to the SiteCube.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 SiteCube.com and the good will associated
therewith will inure to the sole benefit of
SiteCube.com.
b.
You grant to us a non-exclusive right to utilize
your names, titles, and banners in the advertising,
marketing, promoting, and publicizing in any
manner our rights under this Agreement. However,
SiteCube.com is under no obligation to so
advertise, market, promote, or publicize.
c.
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.
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11.
Disclaimer |
SiteCube.com
MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR
WARRANTIES REGARDING SiteCube.com SERVICE AND
WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED
THEREIN, ANY IMPLIED WARRANTIES OF SiteCube.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. |
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12.
Representations and Warranties: 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.
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;
c.
You have sufficient right, title, and interest
in and to the rights granted to us in this Agreement.
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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 SiteCube.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. |
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14.
Indemnification |
You
agree to indemnify and hold harmless SiteCube.com and its employees, representatives, agents and
affiliates, against any and all claims, suits,
actions, or other proceedings brought against
SiteCube.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 SiteCube.com in connection with or arising
from any such claim, suit, action, or proceeding. |
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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. |
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16.
Miscellaneous |
a.
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 SiteCube.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.
b.
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.
c.
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.
d.
You may not amend or waive any provision of this
Agreement unless in writing and signed by both
parties.
e.
This Agreement represents the entire agreement
between us and you, and shall supersede all prior
agreements and communications of the parties,
oral or written.
f.
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.
g.
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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