Agree To Terms

WEBMASTER AFFILIATE AGREEMENT

Last Updated: 7/21/2021

This Affiliate Agreement (the “Agreement”) is a legally binding agreement between you, the affiliate (“Affiliate,” “you,” “yours,” etc.) and eTech Marketing Inc., and any successor or affiliated company or entity (“Company,” “Operator,” “us,” “we,” “our,” “ours,” etc.). We own and operate www.allover30.com, all affiliated websites, and any such mobile interface version(s) of the same, unless such site is listed as specifically exempt from this Agreement (the “Site(s)”). You may earn money by promoting the Site on your website, web page, blog, forum, or user-controlled area of a third party’s website (hereinafter “your Affiliate Site(s)”) according to the terms detailed on www.craziescash.com (the “Program”). Throughout this Agreement, “Parties” shall refer to you and us collectively and “Party” shall be used to refer to each individually

• INTRODUCTORY PROVISIONS:

Requirements to Become an Affiliate: You must (1) be at least eighteen (18) years old, (2) be at least the age of majority in the jurisdiction in which you live or reside, and (3) have the legal capacity to agree to these terms and enter into this Agreement. If you meet these qualifications and agree to the terms of this Agreement, we welcome you to become an Affiliate, and we look forward to a prosperous Affiliate relationship with you. If you do not meet the above qualifications or if you do not agree with the terms of this Agreement, you shall not register as an Affiliate. This Agreement governs your activities as an Affiliate. Your responsibilities and obligations are further described below.

Assent: By accessing the Site, you have agreed to our Terms of Use. By registering as an Affiliate here or any other location which may allow you to register as an Affiliate, you agree to the further terms of this Agreement. Nobody is authorized to become an Affiliate, or access the Program provided to Affiliates, unless they have signed this Agreement. Such signature does not need to be a physical signature, since electronic acceptance of this Agreement is acceptable and legally binding. You manifest your agreement to this Agreement by taking any act demonstrating your assent thereto. Most likely, you have clicked or will click a button containing the words “I agree” or some similar syntax. You should understand that this has the same legal effect as you placing your physical signature on any other legal contract. If you click any link, button, or other device provided to you in any part of our Site’s interface, then you have legally agreed to our Terms of Use. Should you not be accepted into the Program, this Agreement will be considered void as between you and us. You shall not pick and choose which terms apply to you. If we discover that you have not validly signed this Agreement, you will be considered an unauthorized Affiliate, which constitutes a material breach of this Agreement, as well as our Site’s Terms of Use. This Agreement does not create any third-party enforcement rights.

Consideration: Consideration for your assent to the provisions in this Agreement has been provided to you in the form of allowing you to use the Site and the Program, which includes allowing you to become an Affiliate. You agree that such consideration is both adequate, and that it is received upon your acceptance of this Agreement.

Revisions to this Agreement: From time to time, we may revise this Agreement. We reserve the right to do so, and you agree that we have this right. You agree that all modifications or changes to this Agreement are in force and enforceable immediately upon posting. Any updated or edited version supersedes any prior versions immediately upon posting, and the prior version is of no continuing legal effect unless the revised version specifically refers to the prior version and keeps the prior version or portions thereof in effect. To the extent any amendment of this Agreement is deemed ineffective or invalid by any court, the Parties intend that the prior, effective version of this Agreement be considered valid and enforceable to the fullest extent. We agree that if we change anything in this Agreement, we will change the “Last Updated” date at the top of this Agreement so that it is immediately obvious that we have updated the Agreement. You agree to periodically re-visit this web page, and to use the “refresh” button on your browser when doing so. You agree to note the date of the last revision to this Agreement. If the “Last Updated” date remains unchanged from the last time you reviewed this Agreement, then you may presume that nothing in the Agreement has been changed since the last time you read it. If the “Last Updated” date has changed, then you can be certain that something in the Agreement has been changed, and that you need to re-review it in order to determine how your rights and responsibilities may have been affected by the revisions.

Revisions Waiver: If you fail to periodically review this Agreement to determine if any of the terms have changed, you assume all responsibility for your failure to do so and you agree that such failure amounts to your affirmative waiver of your right to review the amended terms of this Agreement. We are not responsible for your neglect of your legal rights.

Parties are Distinct Entities: Acting as an Affiliate does not mean that you are an employee of Company. You are specifically placed on notice that you are not an employee of Company. Nothing in this Agreement shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a formal business relationship of any kind. Company and Affiliate are completely separate entities, and neither shall be, nor represent themselves to be, a partner, franchiser, franchisee, broker, employee, servant, joint venturer, agent, or representative of the other for any purpose whatsoever. No Party is granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, another Party or to bind another in any manner or thing whatsoever. The nature of the relationship of the Parties is that of independent contractors.

• SPECIFIC GRANT OF LICENSE:

Subject to your acceptance into the Program, we agree to provide you access to, and membership in, the Program and the right to market, advertise, and promote our Site, online services, and content on your Affiliate Site. We will provide you access to a selection of promotional content including images, recordings, video, audio, links, computer script, advertising banners, sub-domains and other promotional materials (hereinafter, “Materials”) that are associated with the Program and the Site, from time to time, and hereby grant you a non-exclusive, restricted, license to use such Materials solely for the purposes set forth in this Agreement. You may not use the Materials for the promotion of any other site or for any other purpose. THIS LICENSE IS REVOCABLE AT WILL. SUCH REVOCATION DOES NOT REQUIRE PRIOR NOTICE. We reserve all rights to select, alter, delete, add to, or remove any and all Materials used by you to promote our content and/or as part of the Program. Our Materials may not be used in violation of any term contained in this Agreement. As more fully described infra, we shall always remain the owner or licensor of all intellectual property rights pertaining to the Materials, which may be licensed from third-party content producers.

• AFFILIATE’S USE OF MATERIALS:

You may only use the Materials provided by us to promote our Sites. You may not use any other material, whether created by you or others, to promote our Sites. Your license to use the Materials shall automatically terminate, and all rights shall automatically revert to us upon cancellation or termination of your membership, or your withdrawal from the Program. You may not copy, reproduce, alter, modify, change, broadcast, distribute, transmit, disseminate, sell, nor offer for sale in any manner, the Materials at any time anywhere in the world except as expressly authorized by us, in writing.

• AFFILIATE'S CONTENT:

You shall be solely responsible for all content available on or through your Affiliate Site. You warrant that your Affiliate Site and the materials thereupon will not infringe upon or contain any content that infringes upon or violates any intellectual property rights, publicity rights, or otherwise violates any applicable law, rule or regulation. We shall have no obligations with respect to the content available on or through any participating website, including any duty to review or monitor any such content. Pursuant to 47 U.S.C. §230, we are not responsible for materials created by third parties, appearing on our Site. You agree to indemnify us for any claims, charges, debts, allegations or lawsuits arising out of any material appearing on your Affiliate Site.

• ENROLLMENT:

Acceptance into the Program is not automatic. In order to enroll in our Program, the first step is to submit a completed application form through our Program website. After your application is complete, we will evaluate your application and notify you of your acceptance. Any Affiliate not pre-approved by us will be terminated without penalty to us and such Affiliate will not be entitled to any payments provided by the Program. We reserve the right to refuse acceptance, reject applications, and/or terminate your participation in the Program, at any time and for any reason, in our sole and absolute discretion, including:

  • If your Affiliate Site contains unlawful content including defamation, obscenity, child pornography, harassment, or violations of intellectual property law, or violations of right to privacy, publicity or other similar rights; promotions or facilitations of illegal activity; or otherwise objectionable content;
  • If your Affiliate Site contains Prohibited Content. We take no position as to whether such content is illegal under any given state or federal law, but impose the prohibition based on our own business policies. Prohibited Content includes, but is not limited to, content that depicts, advertises, or solicits (real or simulated) or uses any code, slang, emojis, and/or acronyms to reference: (i) incest; (ii) bestiality; (iii) violence, rape, lack of consent, intoxication, sexual assault, torture, sadomasochistic abuse or hardcore bondage, extreme fisting, genital mutilation, actual violence, or threats of physical harm to persons or property; (iv) necrophilia; (v) urine, scatological, menstruation, or excrement-related content; (vi) illegal prostitution or human trafficking; (vii) “revenge porn” (as that term is commonly understood) (viii) illegal or illicit drugs; or (ix) any other illegal behavior or behavior that may be considered obscene under applicable law;
  • If you or your Affiliate Site encourages password theft or hacking;
  • If your Affiliate Site does not receive a sufficient number of unique hits;
  • If you appear to utilize deceptive, unlawful or unfair promotional tactics or devices;
  • If your Affiliate Site or any other website owned or operated by you uses URLs that are confusingly similar to our trademarks and service marks, contains our copyrighted material without license, or if you otherwise infringe upon our intellectual property or engage in any activity that may be harmful to our image, goodwill, or reputation;
  • If your Affiliate Site contains or if you engage in any fraudulent, deceptive, or unfair advertising, transactions, or trade practices;
  • If your Affiliate Site contains or if you utilize any techniques or software to manipulate search engine results that may be false, misleading, infringing, or otherwise manipulative or deceptive in order to drive traffic to your Affiliate Site;
  • If your Affiliate Site contains or if you utilize any meta-tags, pay-per-click advertising campaigns, or other search engine terms that would imply or suggest that underage or illegal content may be found on your Affiliate Site;
  • If you attempt to cheat, defraud, or mislead us in any manner;
  • If you violate the restricted nonexclusive license provided in this Agreement, including using the Materials or images to promote other sites or businesses;
  • If your Affiliate Site contains or if you use any material that contains “Trojan Horses,” viruses, or the like, which cause or have the potential to cause damage to any computer or programs, regardless of the intent;
  • If you circumvent, or attempt to circumvent, any age verification device implemented by us which restricts access to the Site, or any screen requiring users to confirm their age and/or requiring agreement to our Terms of Use;
  • If you market or attempt to market the Site as featuring underage models or take any other action that may be perceived as marketing the Site to pedophiles;
  • If you use any third-party website to promote our Site or as part of the Program, when doing so would violate the third-party website’s terms of service and/or other policies;
  • If your Affiliate Site or content found thereon violates any other provision in this Agreement; or
  • If we deem your application or your Affiliate Site to be unsuitable for any reason.

Suspected violation of any portion of this Section or Sections 6, 7, or 8 may result in your termination from the Program and forfeiture of any past or future commissions or payments, whether earned or unearned. If, in our sole discretion, you have violated any of the provisions in these Sections, you will forfeit all funds otherwise due, and we will fully cooperate with law enforcement regarding the investigation of your actions, and you hereby agree that you are responsible for any monetary damage incurred by us in handling the violation. Further, if you violate this provision of the Section pertaining to URLs, you will immediately transfer the offending URL(s) to us upon demand and at your expense.

• FTC COMPLIANCE:

All forms of deceptive or unfair advertising are prohibited. If you are uncertain as to the requirements of any federal or otherwise applicable advertising law, you understand that you should obtain legal advice before engaging in any promotion. More information about deceptive trade practices can be found here: www.FTC.gov. You shall you agree to fully comply with the United States Federal Trade Commission (“FTC”) statutes and regulations (if you do business in the United States or with United States based customers), and any related rules, policies, and advisory opinions issued by the FTC. No commissions will be paid on transactions that are in violation of these regulations and may be withheld if such conduct is suspected.

• NO UNDERAGE CONTENT:

WE HAVE A ZERO-TOLERANCE POLICY FOR CHILD PORNOGRAPHY AND A ZERO TOLERANCE POLICY REGARDING PROMOTION OF THE SITE USING ANY UNDERAGE CONTENT. We do not provide this kind of material and we do not tolerate association of the Site with any underage content. You understand that all depictions of all persons on this Site and in all Materials produced or published by us are of persons over the age of eighteen (18) as of the date of the production of the depiction. We cooperate with any law-enforcement agency investigating child pornography and report actual child pornography of which we become aware. You must not promote this Site using any material that depicts or describes minors.

You MUST further comply with the requirements of 18 U.S.C. § 2257 et seq., and 28 C.F.R. Part 75 et seq., as amended (“Section 2257”) as it applies to any materials used in connection with the Program, or to promote the Site. All such content must also be compliant with other applicable federal, state, local, and/or foreign laws. You represent and warrant that your Affiliate Site(s) is/are compliant with Section 2257 and/or other applicable laws in your jurisdiction. You acknowledge that it is your legal obligation to comply with the records keeping and disclosure provisions of Section 2257, and that you must provide the information required by the disclosure provisions for each 2257-triggering depiction appearing on your Affiliate Site(s), and maintain all required age records, URLs, and other necessary information, indexed in the required manner. You further agree and represent that if you are in a foreign jurisdiction that does not require records under Section 2257 that you will keep any records which may be required under that jurisdiction's applicable laws. Additionally, you agree and represent that if you are in a foreign jurisdiction that does not require maintenance of records under Section 2257, but your Affiliate Site is accessible from the United States of America, that you will nonetheless voluntarily comply with these obligations as a material term of this Agreement.

You also warrant that all materials shall only be transmitted and distributed via your Affiliate Site to willing adults. You must provide, within twenty-four (24) hours and upon request by us, access to any password-protected area where our Site(s) are being or have been promoted. You shall neither solicit nor permit any minor to become a customer of the Site. We take a strong stance in favor of preventing minors from accessing sexually oriented materials.

• ANTI-SPAM POLICIES:

It is your responsibility to determine if your messages are compliant with CAN-SPAM or other applicable laws relating to electronic commercial messages. The provisions in this Section are merely requirements that we place on commercial messages and may not reflect additional statutory and/or legal requirements. We make no representations or warranties that your fulfillment of any or all of the above requirements, will result in the applicable messages being deemed “CAN-SPAM compliant.” If you or your Affiliate Site uses any form of email promotion (“Campaign”), the Campaign, individual electronic mail message(s), and your other action(s) must:

  • comply with the CAN-SPAM Act, including the guidelines located here:https://business.ftc.gov/documents/bus61-can-spam-act-compliance-guide-business;
  • comply with any and all applicable state and federal laws;
  • not infringe or violate in any way the intellectual property, privacy, and/or publicity right(s) of another;
  • not result in any form of breach of contract or fraud by you;
  • the message must not contain false, deceptive, or misleading header/subject information;
  • the message must be identified clearly as an advertisement;
  • the message must conspicuously contain a valid post office box or physical address for you;
  • the message must be sent only to email addresses on lists, databases, and catalogues owned or managed by you and for which you have received, direct or indirect, consent of all subscribers to receive such communication; and
  • the message must contain a clear and valid unsubscribe link or process in which the recipient may choose to opt-out of future email communication. The opt-out requests must be honored to the best of your ability and in a timely manner.

We reserve the right to request copies of any commercial messages used to promote the Site, and you agree to promptly provide such copies. You agree to indemnify and hold us harmless from any and all claims, charges, counts, debts, suits or other allegations arising from your use of any form of electronic commercial mail promotion, resulting in violation of the CAN-SPAM Act or other applicable laws regulating transmission of commercial email. We shall provide immediate notice to you of any and all such claims. Additionally, we may select our own attorneys to defend such claims, at your sole and exclusive expense.

• DUTY TO NOTIFY:

  • Any and all URLs where our Site(s) will be promoted;
  • Whenever there are inquiries or concerns by any individual or entity regarding any questionable activities of any kind; and
  • If you receive any inquiries or requests for information regarding the following subjects (irrespective of whether the inquiry or request relates to your promotion of the Program or the Site): obscenity, child pornography, spam complaints, intellectual property infringement, deceptive trade practices, misleading search terms, invasion of publicity or privacy issues, fraud, any other criminal investigation inquiry of any kind unless you are clearly prohibited from doing so by law, any other civil investigation inquiry of any kind that pertains to you, even if it does not relate to your relationship with us, and any civil or criminal subpoena served upon you, even if it does not relate to your relationship with us.

Failure to adhere to this section shall constitute a breach of this Agreement, and you will be responsible for any damage to us based on your failure to notify us as required by this section.

• MONITORING TRAFFIC:

You agree to provide us with the means necessary to monitor the source of traffic you send to our Site, although we undertake no obligation to do so. To that end, and solely for that purpose, if your Affiliate Site has any method of access restrictions in place, you agree to provide us with valid access credentials. You agree that we shall not be charged or incur any expense from you by your providing us with such access credentials. We undertake no responsibility to approve or review any content, not provided by us, appearing on your Affiliate Site, and you remain solely liable for all content appearing on your Affiliate Site.

• Compensation:

You will be compensated in accordance with the current rates and payout periods, which may be altered from time to time in our discretion without notice and without penalty to us. Not all programs posted on the Site will be available to all Affiliates at all times. Additionally, any changes to our compensation rates will only be applied to referrals sent to us after the publication of the change. You agree that you will periodically check the rates found at the above URL, and your continued participation in the Program manifests your assent to any changes in the rates. You agree that we, in our sole discretion, may deny or withhold payment and terminate your membership in the Program due to any suspicious behavior including unusually numerous chargebacks or subscription cancellations. In the event this Agreement is terminated for cause, all rights to compensation will be forfeited, and you will not receive any further commissions or referral fees.

You understand and agree that all claims related to entitlement to compensation under the Program must be presented to us within one (1) year, or such claims are waived. Further, you understand and agree that any payment by check made by us to you for your participation in the Program which is not cashed within ninety (90) days without a request for replacement in such timeframe shall be deemed fully paid. You understand and agree that if you fail to cash any check from us within ninety (90) days, we will be released from any liability for payment of the compensation related thereto.

• BILLING:

We have the sole right to determine the manner in which payments will be processed, and the identity of any third-party processor used for billing purposes. We are not responsible for any billing errors, and you agree that you are bound by any such other third-party’s terms and conditions for purposes of any payment, billing, or compensation disputes. Determination of the third-party billing service shall be made at our convenience and may be unilaterally changed by us at our sole convenience and discretion. If requested, you will provide us with a Social Security Number, Employer Identification Number, or Individual Taxpayer Identification Number, so that an IRS form 1099 may be issued. Failure to provide such information to us may result in termination of this Agreement.

• CONFIDENTIALITY:

“Confidential Information” shall mean any confidential technical data, trade secret, user accounts and passwords, intellectual property, know-how or other confidential information disclosed by any party hereunder in writing, orally, or by drawing or other form and which shall be marked by the disclosing Party as “Confidential” or “Proprietary.” If such information is disclosed orally, or through demonstration, in order to be deemed Confidential Information, it must be specifically designated as being of a confidential nature at the time of disclosure and reduced to writing and delivered to the receiving Party within ten (10) days of such disclosure. Notwithstanding the foregoing, Confidential Information shall not include information which:

  • Is known to the receiving Party at the same time of disclosure or becomes known to the receiving Party without breach of this Agreement;
  • Is or becomes publicly known through no wrongful act of the receiving Party or any subsidiary of the receiving Party;
  • Is rightfully received from a third-party without restriction on disclosure;
  • Is independently developed by the receiving Party or any of its subsidiaries;
  • Is furnished to any third-party by the disclosing Party without restriction on its disclosure;
  • Is approved for release upon a prior written consent of the disclosing Party; or
  • Is disclosed pursuant to judicial order, requirement of a governmental agency, or by operation of law.

You agree that you will not disclose any Confidential Information to any third party and will not use Confidential Information of the disclosing Party for any purpose other than for the performance of the rights and obligations hereunder during the term of this Agreement and for a period of five (5) years thereafter, without the prior written consent of the disclosing Party. You further agree that Confidential Information shall remain our sole property and that you will take all reasonable precautions to prevent any unauthorized disclosure of Confidential Information that we have entrusted to you. We shall grant no license to you with respect to Confidential Information disclosed hereunder unless otherwise expressly provided herein. Upon our request you will promptly return all Confidential Information furnished or gathered or received in any way and all copies thereof.

The Parties agree that all publicity and public announcements concerning the formation and existence of this Agreement shall be jointly planned and coordinated by and among the Parties. You shall never disclose any of the specific terms of this Agreement to any third party without our prior written consent. Notwithstanding the foregoing, any Party may disclose information concerning this Agreement as required by the rules, orders, regulations, subpoenas or directives of a court, government or governmental agency, after giving prior notice to the other Party.

If you breach any of your obligations with respect to confidentiality and unauthorized use of Confidential Information hereunder, we shall be entitled to equitable relief to protect our interest therein, including injunctive relief, as well as money damages notwithstanding anything to the contrary contained herein.

We shall be entitled to make any public statement, press release, or other announcement relating to the Site without any prior written approval from you.

• SECURITY WARNING:

Please take note that while this Site takes reasonable efforts to protect any personal information or private data you provide to the Site, no website or server is immune from hacking or other breaches of security protocols, resulting in the wrongful public release of such information and data. You therefore acknowledge and agree that the Site shall not be liable for any release of private information or personal data provided by any user, and you hereby release the Site from any and all liability and claims associated therewith.

• INTELLECTUAL PROPERTY RIGHTS:

Each Party hereby grants the other Party, during the term of this Agreement, a non-exclusive, non-transferable license to use that Party’s trade names, trademarks, service names, copyrights, and similar proprietary marks as is reasonably necessary to perform its obligations under this Agreement; provided, however, that any promotional materials containing a Party’s proprietary marks will be subject to that Party’s prior, written approval. Each Party agrees not to use the other Party’s proprietary marks in a manner that disparages the other Party or its products or services, or portrays the other Party or its products or services in a false, competitively adverse or poor light. Each Party will comply with the other Party’s requests as to the use of the other Party’s proprietary marks and will avoid any action that diminishes the value of such marks. Each Party’s unauthorized use of the other’s proprietary marks is strictly prohibited. The Parties further agree that:

  • Each Party’s trademarks/service marks (hereinafter “Marks”) are and shall remain the sole property of that Party;
  • Nothing in this Agreement shall convey to either Party any right of ownership in the other Party’s Marks;
  • Neither Party shall now or in the future contest the validity of the other Party’s Marks;
  • Neither Party shall in any manner take any action that would either impair the value of, or the goodwill associated with, such Marks; and
  • The Parties acknowledge and agree that all use of the other Party’s Marks by a Party shall inure to the benefit of the Party whose Marks are being used.

At any time, we may, at our sole discretion, require a copy of any and all legal documentation showing rightful ownership, or licensed distribution for any item displayed on your Affiliate Site so as to resolve any copyright or other legal claims that may arise. If you are unable to provide ownership or licensing information to the complaining party and/or website, then you must remove the objectionable material, or face having the applicable pages taken down by us.

If we are required to enlist the assistance of an Attorney or other person to collect any liquidated damages or any other amount of money from you, or if we are required to seek the assistance of an Attorney to pursue injunctive relief against you, or if we are required to file an ICANN complaint against you in order to bring about the transfer of an offending URL to us from you, then you additionally agree that you will reimburse us for all fees incurred in order to collect these liquidated damages, or in order to seek injunctive relief from you, or in order to file and prosecute an ICANN complaint.

• TERMINATION:

Notwithstanding or foregoing the other provisions providing termination rights in this Agreement, either Party may terminate this Agreement at any time, without cause, upon written notice to the other Party. In the event that we terminate this Agreement for cause, based on your breach of any terms of this Agreement, you shall not be entitled to receive prior written notice or any further commissions or payments, including commissions earned prior to the date of termination. Upon termination for any reason by either Party, you shall immediately cease using any Marks and Materials referring to or supplied by us, including banners and promotional materials. In the event of termination for cause, you forfeit any and all payments, commissions or monies otherwise due. In the event of termination without cause, it is within our sole discretion to determine whether or not you will receive payment for the remainder of your contracted term.

• Representations and Warranties:

Representations and Warranties by You: You, as the operator of your Affiliate Site, warrant and represent that you own or operate one or more lawful, and otherwise valid Internet website(s), or have lawful access to a user-controlled area of a third-party website that adheres to the terms of this Agreement. You warrant that you are the sole owner of any and all necessary rights, title, and interest to any content contained on your Affiliate Site, and that your Affiliate Site is free of claims to the content by third parties. You represent that you have the requisite power and authority to enter into this Agreement and perform the obligations set forth herein and that you are an adult at least eighteen (18) years of age; that performance under this Agreement does not and will not constitute a breach of any existing contract or obligation undertaken by you; and that there are no outstanding orders, judgments, decrees, rules or regulations which would preclude you from entering into this Agreement.

Representations and Warranties by Us: Other than those representations and warranties specifically contained in this Agreement, we expressly disclaim all warranties of any kind, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. We make no warranty that the services will meet your requirements, or that the services will be uninterrupted, timely, secure, or error free; nor do we make any warranty as to the results that may be obtained from the use of the services or as to the accuracy or reliability of any information obtained through the services or that defects in any software, hardware or the services will be corrected.

• DISCLAIMERS, LIMITATIONS, AND INDEMNIFICATION:

You expressly agree that your participation in the Program is at your sole and exclusive risk. The services are provided on an “as is, with all faults” and “as available” basis. You understand and agree that any use you make of any material and/or data downloaded or otherwise obtained through the use of the services is at your own discretion and risk, and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data.

You shall remain solely responsible for the operation of your Affiliate Site, and we shall remain solely responsible for operation of the Program and our Site. You acknowledge that the Site and we acknowledge that your Affiliate Site(s) may be subject to temporary shutdowns due to causes beyond the operating Party’s reasonable control. We are not liable for any damages you may accrue due to a disruption in operation and are not subject to a specified time to cure such disruptions.

In no event shall either Party be liable to the other for any indirect, special, incidental, punitive or consequential damages, including loss of profits, loss of data, loss of business or other loss arising out of or resulting from this Agreement, even if the other Party has been advised of the possibility of such damages. The foregoing shall apply regardless of the negligence or other fault of either Party and regardless of whether such liability sounds in contract, negligence, tort or any other theory of liability. Notwithstanding the aforementioned limitations of liability, you agree that if we are held liable to you for damages, the total amount of liquidated damages for any and all claims shall not exceed one hundred dollars (U.S. $100.00).

The provision of any services which is in violation of any laws is strictly prohibited. If we determine that you or any user has provided or intends to utilize our services or the Program in violation of any law, your status as an Affiliate will be terminated immediately. We do hereby disclaim any liability for damages that may arise from any user providing any services for any purpose that violates any law. You do hereby agree to defend, indemnify and hold us harmless from any liability that may arise for us should you violate any law. You agree to defend and indemnify us should any third party be harmed by your illegal actions or should we be obligated to defend any claims including, without limitation, any criminal action brought by any third party. Our Site contains material that may be offensive to third parties. You agree to indemnify and hold us harmless from any liability that may arise from someone viewing such material and you agree to cease review of the Site should you find it offensive.

You agree to defend, indemnify, and hold harmless the Company, its officers, directors, shareholders, employees, independent contractors, telecommunication providers, attorneys, and agents, from and against any and all claims, actions, loss, liabilities, expenses, costs, or demands, including without limitation legal and accounting fees, for all damages directly, indirectly, and/or consequentially resulting or allegedly resulting from (i) meetings, involvement, communication or other interactions with other advertisers and/or users of the Site, including intentional and/or reckless torts, assaults, battery, theft, fraud, deception, cheating, disease, pregnancy, defamation, false imprisonment, sexual battery and/or molestation, lewdness, obscenity, or any other civil or criminal wrong arising from such interaction; and (ii) your, or you under another person’s authority including without limitation to governmental agencies, use, misuse, or inability to use the Site or any of the Materials contained therein, or your breach of any of this Agreement.

We shall promptly notify you by electronic mail of any such claim or suit and cooperate fully (at your expense) in the defense of such claim or suit. We reserve the right to participate in the defense of such claim or suit at our own expense, and choose our own legal counsel, but are not obligated to do so. You understand that we will take drastic measures to protect the Company from any legal or civil litigation, including removing an Affiliate’s website(s) from our servers for any reason deemed appropriate by us. You also understand that we will charge, on an hourly basis, for any and all time spent responding to any third party complaints, disputes, infringement claims or actions involving you or your Affiliate Site(s). You agree to pay any such amounts without delay.

• GENERAL PROVISIONS:

Governing Law & Litigation Venue: This Agreement and all matters arising out of, or otherwise relating to, this Agreement shall be governed by the laws of the state of Florida, excluding its conflict of law provisions. Any and all litigation permitted under this Agreement must be, without exception, initiated in Orange County, Florida.

All Parties to this Agreement agree that all actions or proceedings arising in connection with this Agreement or any services or business interactions between the Parties that may be subject to this Agreement, other than those subject to arbitration as described below, shall be tried and/or litigated exclusively in the state and federal courts located in Orange County, Florida.

The Parties agree to exclusive jurisdiction for any litigation in, and only in, Orange County, Florida.

The Parties additionally agree that this choice of litigation venue and forum is mandatory and not permissive in nature, thereby precluding any possibility of litigation between the Parties with respect to, or arising out of, this Agreement in a jurisdiction other than that specified in this paragraph.

All Parties hereby waive any right to assert the doctrine of forum non-conveniens or similar doctrines, or to object to venue with respect to any proceeding brought in accordance with this paragraph or with respect to any dispute under this Agreement whatsoever.

All Parties stipulate that the state and federal courts located in Orange County, Florida shall have personal jurisdiction over them for the purpose of litigating any dispute, controversy, or proceeding arising out of (or related to) this Agreement that is not otherwise subject to the arbitration provisions, infra.

Each Party hereby authorizes and accepts service of process sufficient for personal jurisdiction in any action against it, as contemplated by this paragraph, by registered, priority or certified mail, and/or Federal Express, with proof of delivery or return receipt requested, to the Parties’ address for the giving of notices as set forth in this Agreement.

Any final judgment rendered against a Party in any action or proceeding shall be conclusive as to the subject of such final judgment and may be enforced in other jurisdictions in any manner provided by law if such enforcement becomes necessary.

Arbitration: If there is a dispute between the Parties arising out of or otherwise relating to this Agreement, the Parties shall meet and negotiate in good faith to attempt to resolve the dispute. If the Parties are unable to resolve the dispute through direct negotiations, then, except as otherwise provided herein, either Party must submit the issue to binding arbitration in accordance with the then-existing Commercial Arbitration Rules of the American Arbitration Association. Arbitral Claims shall include, but are not limited to, contract and tort claims of all kinds, and all claims based on any federal, state or local law, statute, or regulation, excepting only claims by us for intellectual property infringement, actions for injunctions, attachment, garnishment, and other equitable relief. The arbitration shall be confidential. The arbitration shall be conducted in Orange County, Florida and conducted by a single arbitrator, knowledgeable in Internet and e-Commerce disputes. The arbitrator shall be willing to execute an oath of neutrality. The Arbitrator shall have no authority to award any punitive or exemplary damages; certify a class action; add any parties; vary or ignore the provisions of this Agreement; and shall be bound by governing and applicable law. The arbitrator shall render a written opinion setting forth all material facts and the basis of his or her decision within thirty (30) days of the conclusion of the arbitration proceeding. Any arbitration tribunal shall consider the First Amendment to the United States Constitution to be in force and effect between the parties. Both Parties stipulate to the applicability of the First Amendment’s protection of free speech, expression, and association, and both parties stipulate that case law interpreting the First Amendment shall be admissible and considered to be binding authority upon the Arbitrator. There shall be no waiver of the right to arbitration unless such waiver is provided affirmatively and in writing by the waiving Party to the other Party. There shall be no implied waiver of this right to arbitration. No acts, including the filing of litigation, shall be construed as a waiver or a repudiation of the right to arbitrate.

Remedies: Both Parties acknowledge that remedies at law may be inadequate to provide an aggrieved Party with full compensation in the event of the other Party’s breach, and that an aggrieved Party shall therefore be entitled to seek injunctive relief in the event of any such breach, in addition to seeking all other remedies available at law or in equity. All rights and remedies provided in this Agreement are cumulative and not exclusive, and the assertion by a Party of any right or remedy will not preclude the assertion by the Party of any other rights or the seeking of any other remedies available at law, in equity, by statute, in any other agreement between the Parties, or otherwise.

Force Majeure: We are not responsible for any failure to perform because of unforeseen circumstances or causes beyond our reasonable control, including Acts of God, such as fire, flood, earthquakes, hurricanes, tropical storms, or other natural disasters; war, riot, arson, embargoes, acts of civil or military authority, or terrorism; fiber cuts; strikes, or shortages in transportation, facilities, fuel, energy, labor, or materials; failure of the telecommunications or information services infrastructure; hacking, spam, data breach, malware, or any failure of a computer, server, network, or software for so long as the event continues to delay our performance; and unlawful acts of our employees, agents, or contractors.

Expenses and Costs of Enforcement: If a court or tribunal of competent jurisdiction determines that a Party violated this Agreement, the breaching Party will reimburse the non-breaching Party for all actual costs and reasonable attorneys’ fees incurred in enforcing this Agreement.

Notice: Any notice required to be given by us under this Agreement may be provided by email to a functioning email address of the Party to be noticed, by a general posting on the Site, or by personal delivery via commercial carrier. Notices by customers to us shall be given by electronic messages unless otherwise specified in the Agreement. Either Party may change the address to which notice is to be sent by written notice to the other Party pursuant to this provision of the Agreement. Notices shall be deemed effective upon delivery.  Notices delivered by overnight carrier shall be deemed delivered on the business day following mailing.  Notices delivered by any other method shall be deemed given upon receipt.  Either Party may, by giving the other Party appropriate written notice, change the designated address, email address, and/or recipient for any notice hereunder. Any correctly addressed notice that is refused, unclaimed, or undeliverable, because of an act or omission of the Party to be notified shall be deemed effective as of the first date that said notice was refused or deemed undeliverable by the postal authorities, messenger, email server, or overnight delivery service. Any notice to us under this Agreement shall be sent via our Contact Page.

Authorization and Permission to Send Emails to You: You authorize us to email you notices, advertisements, and other communications, including emails, advertisements, notices, and other communications containing adult oriented material, sexual content and language, and images of nudity not suitable for minors. This authorization will continue until you request us to remove you from our email list. you understand and agree that even unsolicited email correspondence from us, or our affiliates, is not spam as that term is defined under the law.

English Language: We have written this Agreement and our associated Site policies in the English language. You are representing your understanding and assent to the English language version of this Agreement as it is published. we are not liable to you or any third party for any costs or expenses incurred in translating this Agreement. In the event that you choose to translate this Agreement, you do so at your own risk, as only the English language version is binding.

Export Control: You understand and acknowledge that the software elements of the materials on the Site may be subject to regulation by governmental agencies which prohibit export or diversion of software and other goods to certain countries and third parties. Diversion of such materials contrary to U.S. or international law is prohibited. you will not assist or participate in any such diversion or other violation of applicable laws and regulations. you warrant that you will not license or otherwise permit anyone not approved to receive controlled commodities under applicable laws and regulations and that you will abide by such laws and regulations. You agree that none of the materials are being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals or be used for proscribed activities.

No Agency Relationship: Nothing in this Agreement shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a partnership, employment, joint venture, or formal business entity of any kind; and the rights and obligations of the Parties shall be limited to those expressly set forth herein.

Usages: In this Agreement, unless otherwise stated or the context otherwise requires, the following usages will apply:

  • References to a statute will refer to the statute and any successor statute, and to all regulations promulgated under or implementing the statute or successor, as in effect at the relevant time.
  • In computing periods from a specified date to a later specified date, the words “from” and “commencing on” (and the like) mean “from and including,” and the words “to,” “until,” and “ending on” (and the like) mean “to but excluding.”
  • References to a governmental or quasi-governmental agency, authority, or instrumentality will also refer to a regulatory body that succeeds to the functions of the agency, authority, or instrumentality.
  • “A or B” means “A or B or both.” “A, B, or C” means “one or more of A, B, and C.” The same construction applies to longer strings.
  • “Including” means “including, but not limited to.”

No Waiver: No waiver or action made by us shall be deemed a waiver of any subsequent default of the same provision of this Agreement. If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from this Agreement.

Headings: All headings are solely for the convenience of reference and shall not affect the meaning, construction or effect of this Agreement.

Complete Agreement: This Agreement constitutes the entire agreement between the Parties with respect to your access and use of the Site, Program, and the materials contained therein, and your use of the Site and Program, and supersedes and replaces all prior understandings or agreements, written or oral, regarding such subject matter.

Other Jurisdictions/Foreign Law: We make no representation that the Site, Program, or any of the materials contained therein are appropriate or available for use in other locations, and access to them from territories where their content may be illegal or is otherwise prohibited. Those who choose to access the Site and Program from such locations do so on their own initiative and are solely responsible for determining compliance with all applicable local laws. Nothing contained in this Agreement shall be interpreted as an admission that that the Site is subject to the laws of any nation besides the United States.

Service Not Available in Some Areas: You are subject to the laws of the state, province, city, country, or other legal entity in which you reside and/or from which you access the Site. PARTICIPATION IN THE PROGRAM IS VOID WHERE PROHIBITED OR RESTRICTED BY LAW. If you open an account and/or use the Site or Program while located in a prohibited jurisdiction, you will be in violation of the law of such jurisdiction and this Agreement, and subject to having your account suspended or terminated without any notice to you. you hereby agree that the Site cannot be held liable if laws applicable to you restrict or prohibit your participation. The Site makes no representations or warranties, implicit or explicit, as to your legal right to participate in any service offered on the Site including the Program, nor shall any person affiliated, or claiming affiliation, with the Site have authority to make any such representations or warranties. we reserve the right to restrict participation in the Program in any jurisdiction.

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