Affiliate Program Operating Agreement This
Affiliate Program Operating Agreement
(the "Agreement") is made and entered into by and between Partner Bounty ("Partner Bounty"
or "we"), and you, ("you" or "Affiliate") the party submitting an application to become a
Partner Bounty affiliate). The terms and conditions contained in this Agreement apply to
your participation with partnerbounty.com ("Affiliate Program"). Each Affiliate Program
offer (an "Offer") may be for any offering by Partner Bounty or a third party (each such third
party a "Client") and may link to a specific web site for that particular Offer ("Program Web
Site"). Furthermore, each Offer may have additional terms and conditions on pages within the
Affiliate Program and are incorporated as part of this Agreement. By submitting an application
or participating in an Offer, you expressly consent to all the terms and conditions of this
Agreement.
1. Enrollment in the Affiliate Program
You must submit an Affiliate Program application from our website. You must accurately
complete the application to become an affiliate (and provide us with future updates) and
not use any aliases or other means to mask your true identity or contact information.
After we review your application, we will notify you of your acceptance or rejection to
the Affiliate Program, generally within two (2) business days. We may accept or reject
your application at our sole discretion for any reason. In specific situations, a company
representative from Partner Bounty may be asked to complete an application on your
behalf as a service to you and at no charge. In such case, the Agreement will, therefore,
only become legally binding upon the initial login to the Affiliate Program by you or
your company representative.
2. Obligations of the Parties
1. Subject to our acceptance of you as an affiliate and your continued compliance
with the terms and conditions of this Agreement, Partner Bounty agrees as
follows:
1. We will make available to you via the Affiliate Program graphic and
textual links to the Program Web Site and/or other creative materials
(collectively, the "Links") which you may display on web sites owned or
controlled by you, in emails sent by you and clearly identified as coming
from you and in online advertisements (collectively, "Media"). The Links
will serve to identify you as a member of our Affiliate Program and will
establish a link from your Media to the Program Web Site.
2. We will pay Affiliate for each Qualified Action (the "Commission").
A "Qualified Action" means an individual person who (i) accesses
the Program Web Site via the Link, where the Link is the last link to
the Program Web Site, (ii) is not a computer generated user, such as a
robot, spider, computer script or other automated, artificial or fraudulent
method to appear like an individual, real live person, (iii) is not using
pre-populated fields or iframe technology, (iv) completes all of the
information required for such action on their own behalf AND within the
time period allowed by Partner Bounty, (v) is not incentivized, tricked,
coached, forced or motivated by anything other than pure interest and (vi)
is not later determined by Partner Bounty to be fraudulent, incomplete,
unqualified or a duplicate.
3. We will pay you any Commissions earned monthly, provided that your
account is currently greater than $25. Accounts with a balance of less than
$25 will roll over to the next month, and will continue to roll over monthly
until $25 is reached. We reserve the right to charge back to your account
any previously paid Qualified Actions that are later determined to have not
met the requirements to be a Qualified Action.
4. Payment for Commissions is dependent upon Clients providing such funds
to Partner Bounty, and therefore, you agree that Partner Bounty shall only
be liable to you for Commissions to the extent that Partner Bounty has
received such funds from the Clients. You hereby release Partner Bounty
from any claim for Commissions if Partner Bounty has not received such
funds from the Clients.
5. If Affiliate has an outstanding balance due to Partner Bounty under this
Agreement or any other agreement between the Affiliate and Partner
Bounty, whether or not related to the Affiliate Program, Affiliate agrees
that Partner Bounty may offset any such amounts due to Partner Bounty
from amounts payable to Affiliate under this Agreement.
2. Affiliate also agrees to:
1. Have sole responsibility for the development, operation, and maintenance
of, and all content on or linked to, your Media.
2. Ensure that all materials posted on your Media or otherwise used
in connection with the Affiliate Program (i) are not illegal, (ii) do
not infringe upon the intellectual property or personal rights of any
third party and (iii) do not contain or link to any material which is
harmful, threatening, defamatory, obscene, sexually explicit, harassing,
promotes violence, promotes discrimination (whether based on sex,
religion, race, ethnicity, nationality, disability or age), promotes illegal
activities (such as gambling), contains profanity or otherwise contains
materials that Partner Bounty informs you that it considers objectionable
(collectively, "Objectionable Content").
3. Not make any representations, warranties or other statements concerning
Partner Bounty or Client or any of their respective products or services,
except as expressly authorized herein.
4. Make sure that your Media does not copy or resemble the look and feel
of the Program Web Site or create the impression that your Media is
endorsed by Partner Bounty or Clients or a part of the Program Web Site,
without prior written permission from us.
5. Comply with all (i) obligations, requirements and restrictions under this
Agreement and (ii) laws, rules and regulations as they relate to your
business, your Media or your use of the Links.
6. Comply with the terms, conditions, guidelines and policies of any third
party services used by Affiliate in connection with the Affiliate Program,
including but not limited to, email providers, social networking services
and ad networks.
7. Always prominently post and make available to end-users, including prior
to the collection of any personally identifiable information, a privacy
policy in compliance with all applicable laws that clearly and thoroughly
discloses all information collection, use and sharing practices, including
providing for the collection of such personally identifiable information in
connection with the Affiliate Program and the provision of such personally
identifiable information to Partner Bounty and Clients for use as intended
by Partner Bounty and Clients.
8. Always prominently post and make available to end-users any terms and
conditions in connection with the Offer set forth by Partner Bounty or
Client, or as required by applicable laws regarding such Offers.
9. Make sure to not place Partner Bounty ads on any online auction platform
(i.e. eBay, Amazon, etc).
3. The following additional program-specific terms shall apply to any promotional
programs set forth below:
1. Email Campaigns. For all email campaigns, Affiliate must download
the "Suppression List" from the Offers section of Partner Bounty.
Affiliate shall filter its email list by removing any entries appearing
on the Suppression List and will only send emails to the remaining
addresses on its email list. Partner Bounty will provide an opt-out
method in all Links, however, if any opt-out requests come directly to
Affiliate, Affiliate shall immediately forward them to Partner Bounty
at kdavis@partnerbounty.com. Affiliate's emails containing the Links
may not include any content other than the Links, except as required by
applicable law.
1. Affiliate agrees that failure to download the Suppression List and
remove all emails from the database before mailing may result
in Commission withholdings, removal or suspension from all
or part of the Affiliate Program, possible legal action and any
other rights or remedies available to Partner Bounty pursuant to
this Agreement or otherwise. Affiliate further agrees that it will
not mail or market to any suppression files generated through
the Partner Bounty network, and that doing so may result in
Commission withholdings, removal or suspension from the
Affiliate Program, possible legal action and any other rights or
remedies available to Partner Bounty pursuant to this Agreement
or otherwise.
2. Advertising Campaigns. No Links can appear to be associated with or
be positioned on chat rooms or bulletin boards unless otherwise agreed
by Partner Bounty in writing. Any pop-ups/unders used for the Affiliate
Program shall be clearly identified as Affiliate served in the title bar of
the window and any client-side ad serving software used by Affiliate
shall only have been installed on an end-user's computer if the function
of the software is clearly disclosed to end-users prior to installation, the
installation is pursuant to an affirmatively accepted and plain-English end
user license agreement and the software be easily removed according to
generally accepted methods.
3. Affiliate Network Campaigns. For all Affiliate's that maintain their
own affiliate networks, Affiliate agrees to place the Links in its affiliate
network (the "Network") for access and use by those affiliates in
Affiliate's Network (each a "Third Party Affiliate"). Affiliate agrees that
it will expressly forbid any Third Party Affiliate to modify the Links in
any way. Affiliate agrees to maintain its Network according to the highest
industry standards. Affiliate shall not permit any party to be a Third Party
Affiliate whose web site or business model involves content containing
Objectionable Content. All Third Party Affiliates must be in good standing
with Affiliate. Affiliate must require and confirm that all Third Party
Affiliates affirmatively accept, through verifiable means, this Agreement
prior to obtaining access to the Links. Affiliate shall promptly terminate
any Third Party Affiliate who takes, or could reasonably be expected to
take, any action that violates the terms and conditions of this Agreement.
In the event that either party suspects any wrongdoing by a Third Party
Affiliate with respect to the Links, Affiliate shall promptly disclose to
Partner Bounty the identity and contact information for such Third Party
Affiliate. Affiliate shall promptly remove any Third Party Affiliate from
the Affiliate Program and terminate their access to future Offers of Partner
Bounty in the Network upon written notice from Partner Bounty. Unless
Partner Bounty has been provided with all truthful and complete contact
information for a Third Party Affiliate and such Third Party Affiliate has
affirmatively accepted this Agreement as recorded by Partner Bounty,
Affiliate shall remain liable for all acts or omissions of any Third Party
Affiliate.
3. Confidentiality
Except as otherwise provided in this Agreement or with the consent of Partner Bounty,
you agree that all information, including, without limitation, the terms of this Agreement,
business and financial information, customer and vendor lists, and pricing and sales
information, concerning us or any of our affiliates provided by or on behalf of any of
them shall remain strictly confidential and secret and shall not be utilized, directly or
indirectly, by you for any purpose other than your participation in the Affiliate Program,
except and solely to the extent that any such information is generally known or available
to the public through a source other than you. Affiliate shall not use any information
obtained from the Affiliate Program to develop, enhance or operate a service that
competes with the Affiliate Program, or assist another party to do the same.
4. Limited License & Intellectual Property
1. We grant you a nonexclusive, nontransferable, revocable right to use the Links
and to access our web site through the Links solely in accordance with the terms
of this Agreement, for the sole purpose of identifying your Media as a participant
in the Affiliate Program and assisting in increasing sales through the Program
Web Site.
2. You may not alter, modify, manipulate or create derivative works of the Links
or any Partner Bounty graphics, creative, copy or other materials owned by, or
licensed to, Partner Bounty in any way. You are only entitled to use the Links
to the extent that you are a member in good standing of the Affiliate Program.
We may revoke your license anytime by giving you written notice. Except as
expressly stated herein, nothing in this Agreement is intended to grant you any
rights to any of Partner Bounty's trademarks, service marks, copyrights, patents or
trade secrets. You agree that Partner Bounty may use any suggestion, comment or
recommendation you choose to provide to Partner Bounty without compensation.
All rights not expressly granted in this Agreement are reserved by Partner Bounty.
5. Termination
This Agreement shall commence on the date of our approval of your Affiliate Program
application and shall continue thereafter until terminated as provided herein. You may
terminate your participation in the Affiliate Program at any time by removing all Links
from your Media, deleting all copies of the Links. We may terminate your participation
in one or more Offers or this Agreement at any time and for any reason which we deem
appropriate with or without prior notice to you by disabling the Links or providing you
with a written notice. Upon termination of your participation in one or more Offers
or this Agreement for any reason, you will immediately cease all use of and delete all
Links, plus all Partner Bounty or Client intellectual property, and will cease representing
yourself as a Partner Bounty or Client affiliate for such one or more Offers. All rights to
validly accrued payments, causes of action and any provisions, which by their terms are
intended to survive termination, shall survive any termination.
6. Remedies
In addition to any other rights and remedies available to us under this Agreement
Partner Bounty reserves the right to delete any actions submitted through your Links
and withhold and freeze any unpaid Commissions or charge back paid Commissions to
your account if (i) Partner Bounty determines that you have violated this Agreement,
(ii) Partner Bounty receives any complaints about your participation in the Affiliate
Program which Partner Bounty reasonably believes to violate this Agreement or (iii) any
Qualified Action is later determined to have not met the requirements set forth in this
Agreement or on the Affiliate Program. Such withholding or freezing of Commissions,
or charge backs for paid Commissions, shall be without regard as to whether or not such
Commissions were earned as a result of such breach. In the event of a material breach of
this Agreement, Partner Bounty reserves the right to disclose your identity and contact
information to appropriate law enforcement or regulatory authorities or any third party
that has been directly damaged by your actions.
7. Anti-Spam Policy
You must strictly comply with the federal CAN-SPAM Act of 2003 (the "Act"). All
emails sent in connection with the Affiliate Program must include the appropriate party's
opt-out link. From time to time, we may request - prior to your sending emails containing
linking or referencing the Affiliate Program that you submit the final version of your
email to Partner Bounty for approval by sending it to your Partner Bounty representative
and upon receiving written approval from Partner Bounty of your email the email may be
transmitted to third parties.
It is solely your obligation to ensure that the email complies with the Act. You agree
not to rely upon Partner Bounty's approval of your email for compliance with the Act,
or assert any claim that you are in compliance with the Act based upon Partner Bounty's
approval.
8. Representations and Warranties
You hereby represent and warrant that this Agreement constitutes your legal, valid, and
binding obligation, enforceable against you in accordance with its terms and that you
have the authority to enter into this Agreement. Subject to the other terms and conditions
of this Agreement, Partner Bounty represents and warrants that it shall not knowingly
violate any law, rule or regulation which is applicable to Partner Bounty's own business
operations or Partner Bounty's proprietary products or services.
9. Modifications
In addition to any notice permitted to be given under this Agreement, we may modify
any of the terms and conditions of this Agreement at any time by providing you with a
notification by email. The changes will become effective five (5) business days after such
notice. If the modifications are unacceptable to you, you may terminate this Agreement
without penalty solely on the account of such termination within such five (5) business
day period. Your continued participation in this Affiliate Program five (5) business days
after a change notice has been posted will constitute your acceptance of such change. In
addition, Partner Bounty may change, suspend or discontinue any aspect of an Offer or
Link or remove, alter, or modify any tags, text, graphic or banner ad in connection with a
Link. Affiliate agrees to promptly implement any request from Partner Bounty to remove,
alter or modify any Link, graphic or banner ad that is being used by Affiliate as part of
the Affiliate Program.
10. Independent Investigation
You acknowledge that you have read this Agreement and agree to all its terms and
conditions. You have independently evaluated the desirability of participating in the
Affiliate Program and each Offer and are not relying on any representation, guarantee or
statement other than as set forth in this Agreement or on the Affiliate Program.
11. Mutual Indemnification
1. Affiliate hereby agrees to indemnify, defend and hold harmless Partner Bounty
and Clients and their respective subsidiaries, affiliates, partners and licensors,
directors, officers, employees, owners and agents against any and all claims,
actions, demands, liabilities, losses, damages, judgments, settlements, costs, and
expenses (including reasonable attorneys' fees and costs) based on (i) any failure
or breach of this Agreement, including any representation, warranty, covenant,
restriction or obligation made by Affiliate herein, (ii) any misuse by Affiliate, or
by a party under the reasonable control of Affiliate or obtaining access through
Affiliate, of the Links, Offers or Partner Bounty or Client intellectual property,
or (iii) any claim related to your Media, including but not limited to, the content
contained on such Media (except for the Links).
2. Partner Bounty hereby agrees to indemnify, defend and hold harmless Affiliate
and its subsidiaries, affiliates, partners, and their respective directors, officers,
employees, owners and agents against any and all claims, actions, demands,
liabilities, losses, damages, judgments, settlements, costs, and expenses (including
reasonable attorneys' fees and costs) based on a claim that Partner Bounty is not
authorized to provide you with the Links.
12. Disclaimers
THE AFFILIATE PROGRAM AND LINKS, AND THE PRODUCTS AND
SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED
TO AFFILIATE "AS IS". EXCEPT AS EXPRESSLY SET FORTH HEREIN,
PARTNER BOUNTY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS,
IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT
OF COURSE OF DEALING, USAGE, OR TRADE. PARTNER BOUNTY DOES
NOT WARRANT THAT THE AFFILIATE PROGRAM OR LINKS WILL MEET
AFFILIATE'S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE
AFFILIATE PROGRAM OR LINKS WILL BE COMPLETELY ERROR- FREE
OR UNINTERRUPTED. PARTNER BOUNTY EXPRESSLY DISCLAIMS ANY
LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS
OR SERVICES. PARTNER BOUNTY DOES NOT GUARANTEE THAT AFFILIATE
WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.
13. Limitation of Liability
IN NO EVENT SHALL PARTNER BOUNTY BE LIABLE FOR ANY
UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PROGRAM WEB
SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR
LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF
ANY KIND BEYOND THE REASONABLE CONTROL OF PARTNER BOUNTY.
IN NO EVENT WILL PARTNER BOUNTY BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY / WRONGFUL DEATH,
SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO,
LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH
DAMAGES ARE FORESEEABLE AND WHETHER OR NOT PARTNER BOUNTY
HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. PARTNER BOUNTY'S
CUMULATIVE LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION
AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT
EXCEED THE AMOUNTS PAID TO AFFILIATE BY PARTNER BOUNTY IN
COMMISSIONS DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO
SUCH CLAIM.
14. Governing Law & Miscellaneous
This Agreement shall be treated as though it were executed and performed in San
Diego, California and shall be governed by and construed in accordance with the laws
of the State of California (without regard to conflict of law principles). Any dispute
arising out of or relating to this Agreement shall be resolved in a binding arbitration
under the auspices of the American Arbitration Association in San Diego, California
in accordance with the then current Commercial Arbitration Rules of the American
Arbitration Association. Affiliate shall be responsible for the payment of all attorney’s
fees and expenses incurred by Partner Bounty to enforce the terms of this Agreement.
This Agreement contains the entire agreement between Partner Bounty and Affiliate with
respect to the subject matter hereof, and supersedes all prior and/or contemporaneous
agreements or understandings, written or oral. Affiliate agrees that Partner Bounty shall
not be subject to or bound by any Affiliate insertion order or online terms and conditions
that amend, conflict with or supplement this Agreement, regardless of whether Partner
Bounty "clicks through" or otherwise indicates its acceptance thereof. Affiliate may not
assign all or any part of this Agreement without Partner Bounty's prior written consent.
Partner Bounty may assign this Agreement at any time with notice to Affiliate. This
Agreement will be binding on and will inure to the benefit of the legal representatives,
successors and valid assigns of the parties hereto. The provisions of Section 3, 4(b), 6,
7, 8, 12-15 and any accrued payment obligations shall survive the termination of this
Agreement. Except as set forth in the "Modifications" section above, this Agreement
may not be modified without the prior written consent of both parties. If any provision
of this Agreement is held to be void, invalid or inoperative, the remaining provisions
of this Agreement shall continue in effect and the invalid portion of any provision
shall be deemed modified to the least degree necessary to remedy such invalidity while
retaining the original intent of the parties. Each party to this Agreement is an independent
contractor in relation to the other party with respect to all matters arising under this
Agreement. Nothing herein shall be deemed to establish a partnership, joint venture,
association or employment relationship between the parties. No course of dealing nor any
delay in exercising any rights hereunder shall operate as a waiver of any such rights. No
waiver of any default or breach shall be deemed a continuing waiver or a waiver of any
other breach or default.
By submitting and application to Affiliate Program, you affirm and acknowledge that
you have read this Agreement in its entirety and agree to be bound by all of its terms and
conditions. If you do not wish to be bound by this Agreement, you should not submit an
application to Affiliate Program. If an individual is accessing this Agreement on behalf of
a business entity, by doing so, such individual represents that they have the legal capacity
and authority to bind such business entity to this Agreement.
This Agreement was last revised on 03/10/2010.
(the "Agreement") is made and entered into by and between Partner Bounty ("Partner Bounty"
or "we"), and you, ("you" or "Affiliate") the party submitting an application to become a
Partner Bounty affiliate). The terms and conditions contained in this Agreement apply to
your participation with partnerbounty.com ("Affiliate Program"). Each Affiliate Program
offer (an "Offer") may be for any offering by Partner Bounty or a third party (each such third
party a "Client") and may link to a specific web site for that particular Offer ("Program Web
Site"). Furthermore, each Offer may have additional terms and conditions on pages within the
Affiliate Program and are incorporated as part of this Agreement. By submitting an application
or participating in an Offer, you expressly consent to all the terms and conditions of this
Agreement.
1. Enrollment in the Affiliate Program
You must submit an Affiliate Program application from our website. You must accurately
complete the application to become an affiliate (and provide us with future updates) and
not use any aliases or other means to mask your true identity or contact information.
After we review your application, we will notify you of your acceptance or rejection to
the Affiliate Program, generally within two (2) business days. We may accept or reject
your application at our sole discretion for any reason. In specific situations, a company
representative from Partner Bounty may be asked to complete an application on your
behalf as a service to you and at no charge. In such case, the Agreement will, therefore,
only become legally binding upon the initial login to the Affiliate Program by you or
your company representative.
2. Obligations of the Parties
1. Subject to our acceptance of you as an affiliate and your continued compliance
with the terms and conditions of this Agreement, Partner Bounty agrees as
follows:
1. We will make available to you via the Affiliate Program graphic and
textual links to the Program Web Site and/or other creative materials
(collectively, the "Links") which you may display on web sites owned or
controlled by you, in emails sent by you and clearly identified as coming
from you and in online advertisements (collectively, "Media"). The Links
will serve to identify you as a member of our Affiliate Program and will
establish a link from your Media to the Program Web Site.
2. We will pay Affiliate for each Qualified Action (the "Commission").
A "Qualified Action" means an individual person who (i) accesses
the Program Web Site via the Link, where the Link is the last link to
the Program Web Site, (ii) is not a computer generated user, such as a
robot, spider, computer script or other automated, artificial or fraudulent
method to appear like an individual, real live person, (iii) is not using
pre-populated fields or iframe technology, (iv) completes all of the
information required for such action on their own behalf AND within the
time period allowed by Partner Bounty, (v) is not incentivized, tricked,
coached, forced or motivated by anything other than pure interest and (vi)
is not later determined by Partner Bounty to be fraudulent, incomplete,
unqualified or a duplicate.
3. We will pay you any Commissions earned monthly, provided that your
account is currently greater than $25. Accounts with a balance of less than
$25 will roll over to the next month, and will continue to roll over monthly
until $25 is reached. We reserve the right to charge back to your account
any previously paid Qualified Actions that are later determined to have not
met the requirements to be a Qualified Action.
4. Payment for Commissions is dependent upon Clients providing such funds
to Partner Bounty, and therefore, you agree that Partner Bounty shall only
be liable to you for Commissions to the extent that Partner Bounty has
received such funds from the Clients. You hereby release Partner Bounty
from any claim for Commissions if Partner Bounty has not received such
funds from the Clients.
5. If Affiliate has an outstanding balance due to Partner Bounty under this
Agreement or any other agreement between the Affiliate and Partner
Bounty, whether or not related to the Affiliate Program, Affiliate agrees
that Partner Bounty may offset any such amounts due to Partner Bounty
from amounts payable to Affiliate under this Agreement.
2. Affiliate also agrees to:
1. Have sole responsibility for the development, operation, and maintenance
of, and all content on or linked to, your Media.
2. Ensure that all materials posted on your Media or otherwise used
in connection with the Affiliate Program (i) are not illegal, (ii) do
not infringe upon the intellectual property or personal rights of any
third party and (iii) do not contain or link to any material which is
harmful, threatening, defamatory, obscene, sexually explicit, harassing,
promotes violence, promotes discrimination (whether based on sex,
religion, race, ethnicity, nationality, disability or age), promotes illegal
activities (such as gambling), contains profanity or otherwise contains
materials that Partner Bounty informs you that it considers objectionable
(collectively, "Objectionable Content").
3. Not make any representations, warranties or other statements concerning
Partner Bounty or Client or any of their respective products or services,
except as expressly authorized herein.
4. Make sure that your Media does not copy or resemble the look and feel
of the Program Web Site or create the impression that your Media is
endorsed by Partner Bounty or Clients or a part of the Program Web Site,
without prior written permission from us.
5. Comply with all (i) obligations, requirements and restrictions under this
Agreement and (ii) laws, rules and regulations as they relate to your
business, your Media or your use of the Links.
6. Comply with the terms, conditions, guidelines and policies of any third
party services used by Affiliate in connection with the Affiliate Program,
including but not limited to, email providers, social networking services
and ad networks.
7. Always prominently post and make available to end-users, including prior
to the collection of any personally identifiable information, a privacy
policy in compliance with all applicable laws that clearly and thoroughly
discloses all information collection, use and sharing practices, including
providing for the collection of such personally identifiable information in
connection with the Affiliate Program and the provision of such personally
identifiable information to Partner Bounty and Clients for use as intended
by Partner Bounty and Clients.
8. Always prominently post and make available to end-users any terms and
conditions in connection with the Offer set forth by Partner Bounty or
Client, or as required by applicable laws regarding such Offers.
9. Make sure to not place Partner Bounty ads on any online auction platform
(i.e. eBay, Amazon, etc).
3. The following additional program-specific terms shall apply to any promotional
programs set forth below:
1. Email Campaigns. For all email campaigns, Affiliate must download
the "Suppression List" from the Offers section of Partner Bounty.
Affiliate shall filter its email list by removing any entries appearing
on the Suppression List and will only send emails to the remaining
addresses on its email list. Partner Bounty will provide an opt-out
method in all Links, however, if any opt-out requests come directly to
Affiliate, Affiliate shall immediately forward them to Partner Bounty
at kdavis@partnerbounty.com. Affiliate's emails containing the Links
may not include any content other than the Links, except as required by
applicable law.
1. Affiliate agrees that failure to download the Suppression List and
remove all emails from the database before mailing may result
in Commission withholdings, removal or suspension from all
or part of the Affiliate Program, possible legal action and any
other rights or remedies available to Partner Bounty pursuant to
this Agreement or otherwise. Affiliate further agrees that it will
not mail or market to any suppression files generated through
the Partner Bounty network, and that doing so may result in
Commission withholdings, removal or suspension from the
Affiliate Program, possible legal action and any other rights or
remedies available to Partner Bounty pursuant to this Agreement
or otherwise.
2. Advertising Campaigns. No Links can appear to be associated with or
be positioned on chat rooms or bulletin boards unless otherwise agreed
by Partner Bounty in writing. Any pop-ups/unders used for the Affiliate
Program shall be clearly identified as Affiliate served in the title bar of
the window and any client-side ad serving software used by Affiliate
shall only have been installed on an end-user's computer if the function
of the software is clearly disclosed to end-users prior to installation, the
installation is pursuant to an affirmatively accepted and plain-English end
user license agreement and the software be easily removed according to
generally accepted methods.
3. Affiliate Network Campaigns. For all Affiliate's that maintain their
own affiliate networks, Affiliate agrees to place the Links in its affiliate
network (the "Network") for access and use by those affiliates in
Affiliate's Network (each a "Third Party Affiliate"). Affiliate agrees that
it will expressly forbid any Third Party Affiliate to modify the Links in
any way. Affiliate agrees to maintain its Network according to the highest
industry standards. Affiliate shall not permit any party to be a Third Party
Affiliate whose web site or business model involves content containing
Objectionable Content. All Third Party Affiliates must be in good standing
with Affiliate. Affiliate must require and confirm that all Third Party
Affiliates affirmatively accept, through verifiable means, this Agreement
prior to obtaining access to the Links. Affiliate shall promptly terminate
any Third Party Affiliate who takes, or could reasonably be expected to
take, any action that violates the terms and conditions of this Agreement.
In the event that either party suspects any wrongdoing by a Third Party
Affiliate with respect to the Links, Affiliate shall promptly disclose to
Partner Bounty the identity and contact information for such Third Party
Affiliate. Affiliate shall promptly remove any Third Party Affiliate from
the Affiliate Program and terminate their access to future Offers of Partner
Bounty in the Network upon written notice from Partner Bounty. Unless
Partner Bounty has been provided with all truthful and complete contact
information for a Third Party Affiliate and such Third Party Affiliate has
affirmatively accepted this Agreement as recorded by Partner Bounty,
Affiliate shall remain liable for all acts or omissions of any Third Party
Affiliate.
3. Confidentiality
Except as otherwise provided in this Agreement or with the consent of Partner Bounty,
you agree that all information, including, without limitation, the terms of this Agreement,
business and financial information, customer and vendor lists, and pricing and sales
information, concerning us or any of our affiliates provided by or on behalf of any of
them shall remain strictly confidential and secret and shall not be utilized, directly or
indirectly, by you for any purpose other than your participation in the Affiliate Program,
except and solely to the extent that any such information is generally known or available
to the public through a source other than you. Affiliate shall not use any information
obtained from the Affiliate Program to develop, enhance or operate a service that
competes with the Affiliate Program, or assist another party to do the same.
4. Limited License & Intellectual Property
1. We grant you a nonexclusive, nontransferable, revocable right to use the Links
and to access our web site through the Links solely in accordance with the terms
of this Agreement, for the sole purpose of identifying your Media as a participant
in the Affiliate Program and assisting in increasing sales through the Program
Web Site.
2. You may not alter, modify, manipulate or create derivative works of the Links
or any Partner Bounty graphics, creative, copy or other materials owned by, or
licensed to, Partner Bounty in any way. You are only entitled to use the Links
to the extent that you are a member in good standing of the Affiliate Program.
We may revoke your license anytime by giving you written notice. Except as
expressly stated herein, nothing in this Agreement is intended to grant you any
rights to any of Partner Bounty's trademarks, service marks, copyrights, patents or
trade secrets. You agree that Partner Bounty may use any suggestion, comment or
recommendation you choose to provide to Partner Bounty without compensation.
All rights not expressly granted in this Agreement are reserved by Partner Bounty.
5. Termination
This Agreement shall commence on the date of our approval of your Affiliate Program
application and shall continue thereafter until terminated as provided herein. You may
terminate your participation in the Affiliate Program at any time by removing all Links
from your Media, deleting all copies of the Links. We may terminate your participation
in one or more Offers or this Agreement at any time and for any reason which we deem
appropriate with or without prior notice to you by disabling the Links or providing you
with a written notice. Upon termination of your participation in one or more Offers
or this Agreement for any reason, you will immediately cease all use of and delete all
Links, plus all Partner Bounty or Client intellectual property, and will cease representing
yourself as a Partner Bounty or Client affiliate for such one or more Offers. All rights to
validly accrued payments, causes of action and any provisions, which by their terms are
intended to survive termination, shall survive any termination.
6. Remedies
In addition to any other rights and remedies available to us under this Agreement
Partner Bounty reserves the right to delete any actions submitted through your Links
and withhold and freeze any unpaid Commissions or charge back paid Commissions to
your account if (i) Partner Bounty determines that you have violated this Agreement,
(ii) Partner Bounty receives any complaints about your participation in the Affiliate
Program which Partner Bounty reasonably believes to violate this Agreement or (iii) any
Qualified Action is later determined to have not met the requirements set forth in this
Agreement or on the Affiliate Program. Such withholding or freezing of Commissions,
or charge backs for paid Commissions, shall be without regard as to whether or not such
Commissions were earned as a result of such breach. In the event of a material breach of
this Agreement, Partner Bounty reserves the right to disclose your identity and contact
information to appropriate law enforcement or regulatory authorities or any third party
that has been directly damaged by your actions.
7. Anti-Spam Policy
You must strictly comply with the federal CAN-SPAM Act of 2003 (the "Act"). All
emails sent in connection with the Affiliate Program must include the appropriate party's
opt-out link. From time to time, we may request - prior to your sending emails containing
linking or referencing the Affiliate Program that you submit the final version of your
email to Partner Bounty for approval by sending it to your Partner Bounty representative
and upon receiving written approval from Partner Bounty of your email the email may be
transmitted to third parties.
It is solely your obligation to ensure that the email complies with the Act. You agree
not to rely upon Partner Bounty's approval of your email for compliance with the Act,
or assert any claim that you are in compliance with the Act based upon Partner Bounty's
approval.
8. Representations and Warranties
You hereby represent and warrant that this Agreement constitutes your legal, valid, and
binding obligation, enforceable against you in accordance with its terms and that you
have the authority to enter into this Agreement. Subject to the other terms and conditions
of this Agreement, Partner Bounty represents and warrants that it shall not knowingly
violate any law, rule or regulation which is applicable to Partner Bounty's own business
operations or Partner Bounty's proprietary products or services.
9. Modifications
In addition to any notice permitted to be given under this Agreement, we may modify
any of the terms and conditions of this Agreement at any time by providing you with a
notification by email. The changes will become effective five (5) business days after such
notice. If the modifications are unacceptable to you, you may terminate this Agreement
without penalty solely on the account of such termination within such five (5) business
day period. Your continued participation in this Affiliate Program five (5) business days
after a change notice has been posted will constitute your acceptance of such change. In
addition, Partner Bounty may change, suspend or discontinue any aspect of an Offer or
Link or remove, alter, or modify any tags, text, graphic or banner ad in connection with a
Link. Affiliate agrees to promptly implement any request from Partner Bounty to remove,
alter or modify any Link, graphic or banner ad that is being used by Affiliate as part of
the Affiliate Program.
10. Independent Investigation
You acknowledge that you have read this Agreement and agree to all its terms and
conditions. You have independently evaluated the desirability of participating in the
Affiliate Program and each Offer and are not relying on any representation, guarantee or
statement other than as set forth in this Agreement or on the Affiliate Program.
11. Mutual Indemnification
1. Affiliate hereby agrees to indemnify, defend and hold harmless Partner Bounty
and Clients and their respective subsidiaries, affiliates, partners and licensors,
directors, officers, employees, owners and agents against any and all claims,
actions, demands, liabilities, losses, damages, judgments, settlements, costs, and
expenses (including reasonable attorneys' fees and costs) based on (i) any failure
or breach of this Agreement, including any representation, warranty, covenant,
restriction or obligation made by Affiliate herein, (ii) any misuse by Affiliate, or
by a party under the reasonable control of Affiliate or obtaining access through
Affiliate, of the Links, Offers or Partner Bounty or Client intellectual property,
or (iii) any claim related to your Media, including but not limited to, the content
contained on such Media (except for the Links).
2. Partner Bounty hereby agrees to indemnify, defend and hold harmless Affiliate
and its subsidiaries, affiliates, partners, and their respective directors, officers,
employees, owners and agents against any and all claims, actions, demands,
liabilities, losses, damages, judgments, settlements, costs, and expenses (including
reasonable attorneys' fees and costs) based on a claim that Partner Bounty is not
authorized to provide you with the Links.
12. Disclaimers
THE AFFILIATE PROGRAM AND LINKS, AND THE PRODUCTS AND
SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED
TO AFFILIATE "AS IS". EXCEPT AS EXPRESSLY SET FORTH HEREIN,
PARTNER BOUNTY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS,
IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT
OF COURSE OF DEALING, USAGE, OR TRADE. PARTNER BOUNTY DOES
NOT WARRANT THAT THE AFFILIATE PROGRAM OR LINKS WILL MEET
AFFILIATE'S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE
AFFILIATE PROGRAM OR LINKS WILL BE COMPLETELY ERROR- FREE
OR UNINTERRUPTED. PARTNER BOUNTY EXPRESSLY DISCLAIMS ANY
LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS
OR SERVICES. PARTNER BOUNTY DOES NOT GUARANTEE THAT AFFILIATE
WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.
13. Limitation of Liability
IN NO EVENT SHALL PARTNER BOUNTY BE LIABLE FOR ANY
UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PROGRAM WEB
SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR
LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF
ANY KIND BEYOND THE REASONABLE CONTROL OF PARTNER BOUNTY.
IN NO EVENT WILL PARTNER BOUNTY BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY / WRONGFUL DEATH,
SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO,
LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH
DAMAGES ARE FORESEEABLE AND WHETHER OR NOT PARTNER BOUNTY
HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. PARTNER BOUNTY'S
CUMULATIVE LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION
AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT
EXCEED THE AMOUNTS PAID TO AFFILIATE BY PARTNER BOUNTY IN
COMMISSIONS DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO
SUCH CLAIM.
14. Governing Law & Miscellaneous
This Agreement shall be treated as though it were executed and performed in San
Diego, California and shall be governed by and construed in accordance with the laws
of the State of California (without regard to conflict of law principles). Any dispute
arising out of or relating to this Agreement shall be resolved in a binding arbitration
under the auspices of the American Arbitration Association in San Diego, California
in accordance with the then current Commercial Arbitration Rules of the American
Arbitration Association. Affiliate shall be responsible for the payment of all attorney’s
fees and expenses incurred by Partner Bounty to enforce the terms of this Agreement.
This Agreement contains the entire agreement between Partner Bounty and Affiliate with
respect to the subject matter hereof, and supersedes all prior and/or contemporaneous
agreements or understandings, written or oral. Affiliate agrees that Partner Bounty shall
not be subject to or bound by any Affiliate insertion order or online terms and conditions
that amend, conflict with or supplement this Agreement, regardless of whether Partner
Bounty "clicks through" or otherwise indicates its acceptance thereof. Affiliate may not
assign all or any part of this Agreement without Partner Bounty's prior written consent.
Partner Bounty may assign this Agreement at any time with notice to Affiliate. This
Agreement will be binding on and will inure to the benefit of the legal representatives,
successors and valid assigns of the parties hereto. The provisions of Section 3, 4(b), 6,
7, 8, 12-15 and any accrued payment obligations shall survive the termination of this
Agreement. Except as set forth in the "Modifications" section above, this Agreement
may not be modified without the prior written consent of both parties. If any provision
of this Agreement is held to be void, invalid or inoperative, the remaining provisions
of this Agreement shall continue in effect and the invalid portion of any provision
shall be deemed modified to the least degree necessary to remedy such invalidity while
retaining the original intent of the parties. Each party to this Agreement is an independent
contractor in relation to the other party with respect to all matters arising under this
Agreement. Nothing herein shall be deemed to establish a partnership, joint venture,
association or employment relationship between the parties. No course of dealing nor any
delay in exercising any rights hereunder shall operate as a waiver of any such rights. No
waiver of any default or breach shall be deemed a continuing waiver or a waiver of any
other breach or default.
By submitting and application to Affiliate Program, you affirm and acknowledge that
you have read this Agreement in its entirety and agree to be bound by all of its terms and
conditions. If you do not wish to be bound by this Agreement, you should not submit an
application to Affiliate Program. If an individual is accessing this Agreement on behalf of
a business entity, by doing so, such individual represents that they have the legal capacity
and authority to bind such business entity to this Agreement.
This Agreement was last revised on 03/10/2010.
Our publishers reach MAXIMUM ROI's because we supply them with the tools, training and we also help them to better monetize there traffic. Partner Bounty is truly a "One Stop Shop"!
