By joining our affiliate program (“Affiliate Program(s)“), you (“Affiliate“ “You”) are entering into a binding and enforceable contract with www.krowdster.co operated by E-MAGINE S.A. (“Company“; “We“).
THIS AGREEMENT SETS FORTH THE TERMS AND CONDITIONS AND PROGRAM RULES UNDER WHICH YOU MAY PARTICIPATE IN THE PROGRAM. BY PARTICIPATING IN THE PROGRAM AND CLICKING “I AGREE“ ON THE SIGN-UP FORM YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ, UNDERSTOOD AND ACCEPT THIS AGREEMENT AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS AND PROGRAM RULES SET FORTH BELOW:
- You have read and accept the payment and other terms and conditions of the specific Affiliate Program and your individual account program rules.
- All Affiliates, contacts and payees must have reached the age of majority under applicable law where they reside and/or do business, and must be no younger than 18 years of age in any case. You represent and warrant that you have reached the age of majority under the laws of the state or locality where you reside and/or do business.
- Under the Program Rules, and subject to the Terms and Conditions set forth in this Agreement, we grant you the following:
3.1 The non-exclusive, non-transferable, revocable right and permission to create authorized links from your web site to a Company web site. You will receive a commission or referral fee for referrals of traffic to a Company web site according to these Program Rules and the specific Affiliate Program you have accepted provided that you have complied in all material respects with the Terms and Conditions of this Agreement.
3.2 The nonexclusive, non-transferable, revocable right and license to display on your web site proprietary Company materials including but not limited to content; banners; text links; graphic images and text (hereafter collectively referred to as “Program Materials”) solely for the purpose of promoting the products and services associated with the Program and encouraging visitors to your web site to click through to the Company web site.
3.3 You acknowledge and agree that the Company is, and shall remain, the exclusive owner of these Program Materials provided to you by Company pursuant to the provisions of the Agreement, and that the Program Materials may not be copied, reproduced, altered, modified, changed, broadcast, distributed, transmitted, disseminated or offered for sale or rental in any manner, at any time, anywhere in the world, except at expressly authorized by Company in writing.
3.4 You acknowledge and agree and warrant to the Company that your agreement to these terms and conditions constitutes an agreement that You shall not access, or attempt to access any Program Materials and/or Company web site in a manner not expressly authorized by the Company. You agree and warrant that You shall at no time access view download, receive or otherwise use, or cause or enable others to access, view, download, receive or otherwise use Program Materials and/or any Company web site directly or indirectly in places which the Company does not authorize such access, viewing, downloading, receipt or other use.
3.5 Company reserves all of its rights in its trade names and trademarks, service marks and all intellectual property rights associated with the Program Materials. Nothing herein shall be construed as a grant or assignment of any rights in any intellectual property owned by Company, including, without limitation, any of its trademarks or service marks.
3.6 You agree that this license can be terminated or revoked at any time for any reason, or for no reason, upon notice by Company to you and you agree upon receipt of such notice immediately to cease using all Program Materials and removing all such Materials and references to Company and/or its web sites from your web sites and any promotional, advertising or marketing materials of any kind.
- In consideration of Company providing you with Program Materials and the other benefits of the Affiliate Program, you hereby represent and warrant to Company as follows:
4.1 That your web site and all materials, content, goods and services offered through and in associations with your web site do not and shall not at any time:
- violate any law, statute, ordinance or regulation or promote illegal activities;
- contain or promote obscene materials;
- contain or promote harmful or indecent matter to minors;
- promote violence;
- promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
- contain content which is defamatory, libellous, hateful or unlawfully threatening, abusive or harassing;
- include any of the Company“s trademarks or service marks, or variations or misspellings thereof, in your domain names; or
- send unsolicited bulk, junk, Spam e-mail or any program, file, data stream or other material which contains viruses, worms, “Trojan horses” or any other destructive feature.
4.2 That you have full authority to enter into this Agreement;
4.3 That you will provide accurate and complete information to Company concerning your identity, payment information, address or other required information;
4.4 That all obligations owed to third parties with respect to the activities contemplated to be undertaken by you pursuant to this Agreement are or will be fully satisfied by you, so that the Company will not have any obligations with respect thereto;
4.5 That nothing on, in or associated with your web site violates any laws, regulations, rules or customs, including but not limited to violation of regulations set forth at 18 U.S.C. Section 2257 et seq., or violate or infringe any rights of any person or entity, including any intellectual property rights, including, without limitation any copyrights, patent rights, trademark rights, trade secret rights, or rights of publicity, or any person“s or entities“ privacy rights or any other personal or proprietary rights of any kind; and
4.6 That you will comply with all applicable federal, state and local laws in the performance of your obligations hereunder; and that each email address submitted by you has originated with a customer of yours and has not been created or obtained fraudulently or in contravention of the Terms and Conditions of this Agreement.
- You must complete the required fields during the Sign-Up process, and provide us with your full name and valid contact information including email and mailing address (no P.O. box). We will e-mail you notices about our Programs and your account based on the information that you provide to us.
- We will send out payments on the 15th of each month for the previous month.
- The payout minimum per period is $50. Earnings below $50 will be carried over to the next payout period until the minimum is met.
6.1 In the event that payments to us by our processors are delayed for any reason, we will have a reasonable period of time for receipt of such payments, and for payments to you regarding said payments.
- If you reside in the U.S. or its territories, you may be required to complete a W9 form with the correct information and enter a Federal Tax ID or Social Security Number or we will be forced to withhold tax as required by law. We may register a 1099 for all U.S. domestic entities to which we issue combined yearly payments of $600.00 or more. Failure to provide this information will cause your payment to be delayed or withheld.
- If we find that you have cheated in any Program, including other webmaster affiliate programs not operated by Company, we reserve the right in our sole and absolute discretion to cancel your participation in any and all Programs, at any time, without prior notification, and you will not be paid for any of the Programs in which you have participated or allowed back into any of our Programs.
8.1 You acknowledge and agree that Company shall have the right to deny or withhold payment from you and to terminate you from the Program if there has been an abnormal number of sign-ups, chargebacks or cancellations of memberships or subscriptions which have been referred to Company’s web sites through your web site. You further acknowledge and agree that Company shall have the right, in its sole and exclusive judgment, to determine what constitutes an abnormal number of sign-ups, chargebacks or cancellations of memberships or subscriptions.
- You AGREE that ANY of the following actions by you or anyone under your control will result in ALL of your accounts being terminated without pay, ALL of your unpaid commissions being FORFEITED to Company, and will further result in you being precluded from ever participating in any of our Programs:
- Dissemination of unsolicited bulk E-mail, Instant Messages, Chatroom, Newsgroup, ICQ or IRC postings or any other forms of SPAM;
- Promoting or dealing in content such as: Warez, passwords, MP3, bestiality, rape, child pornography, violence, or any other illegal activity. This includes use of prohibited content in hidden meta tags, text, links, graphic(s) or any HTML;
- Attempting to mislead or defraud Company or any of its agents in any way;
- Directing traffic by using a misleading domain name on the Internet that may either deceive a person into viewing material that is obscene in nature or deceive a minor into viewing material that is harmful to minors on the Internet;
- Hijacking traffic;
- Sending traffic and sales to your own or associated Krowdster affiliate account.
- Providing incorrect or incomplete account information;
- Generating hits or signups as a requirement to enter or obtain access to goods or services on your (or someone else’s) web site;
- Engaging any sort of mechanism or effort that falsely generates hits or signups, including signups by the Affiliate. If you wish to perform a test signup you must first E-mail us.
- Violating or infringing any rights of any person or entity, including without limitation, any copyrights, trademark rights, patent rights, rights of publicity, privacy rights or any other intellectual, personal or property right violation or infringement;
- Misrepresenting our site(s) in any manner, including but not limited to, misrepresenting the cost of membership, terms of membership, or content contained within our site(s);
- Unauthorized modification, alteration or use of Program Materials in violation of the terms of this Agreement;
- Accounts that are terminated without pay will have a stop placed on all outstanding funds.
- Company files will prevail in determining all statistics including but not limited to the amount of valid hits, signups, referrals, cancellation, credits and any commissions or referral fees owed to any Affiliate pursuant to this Agreement. Any discrepancies or errors must be brought to our attention within 30 days or else they will be deemed permanently waived.
- You will not, under any circumstances, engage in unsolicited e-mail marketing. Any e-mail marketing undertaken by You will be undertaken in full compliance with all applicable laws, rules, regulations and policy guidelines, including, but not limited to the “Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003“ (the “CAN-SPAM Act“). You shall be fully and solely responsible for each of the matters set forth therein, and You shall indemnify and defend Company as a result of any liability, actual or threatened, as hereinafter further defined, which Company may incur as a result of Your direct e-mail marketing or indirect e-mail marketing by third persons, with or without Company’s consent.
- We reserve the right to cooperate in any investigation relating to activities involving any violation of these Terms and Conditions, including disclosure of your account information to third parties in connection therewith.
- COPYRIGHT POLICY CLAIMS OF INFRINGEMENT; DESIGNATED AGENT/DMCA NOTICE. You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights or otherwise have a valid basis under the law, including “fair use”.
- You will indemnify, defend and hold us harmless from any and all damages, losses and costs (including attorneys“ fees) resulting from any act taken by you in violation of these Terms and Conditions, and/or any failure to act when required to under these Terms and Conditions.
- Nothing in this Agreement is intended by us or you to create or constitute a joint or collaborative venture or partnership of any kind between you and us, nor shall anything in this Agreement be construed as constituting or creating any agency, employment relationship, joint or collaborative venture or partnership between you and Company, its employees, agents or assigns.
16.1 You acknowledge and agree that we shall have no control or ownership interests of any kind in your business or your web site.
16.2 You acknowledge and agree that you shall have no financial or other interest in Company or any property owned by Company, its affiliates, agents, successors or assigns.
16.3 You acknowledge and agree that your relationship with us shall be restricted to matters pertaining to the Program exclusively and shall be governed entirely by the terms and conditions of this Agreement.
- You acknowledge and agree that Company makes no guaranties or warranties of any kind with respect to the Program or Program Materials provided by, through or in association with the Program, and all Program Materials are provided to you “as is“, and that your participation in the Program and use of the Program Materials, is solely at your risk. Company disclaims all warranties, either express or implied including, but not limited to, express or implied warranties of merchantability and fitness for a particular purpose, with regard to the Program and any and all Program Materials of every kind supplied to You as part of this Program.
- You acknowledge and agree that under no circumstances shall Company, its employees, independent contractors, authors, agents, representatives, assigns and successors be liable to you, or any other person or entity, for any direct or indirect losses, injuries, special or incidental or consequential damages of any kind (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, GOODWILL, LOSS OF BUSINESS INFORMATION, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER PECUNIARY LOSS) with regard to any link to any Company web site, or arising from or in connection with the use of the Program Materials, or due to any mistakes, omissions, delays, errors, interruptions in the transmission, or receipt of Company“s services, content or Program Materials, including without limitation any losses due to server problems, computer or other equipment failure, or due to incorrect placement of HTML., regardless whether based upon breach of contract, negligence, 18 USC 2257, errors and omissions, copyright, trademark, patent, or any other claim or cause of action. In the event of any network downtime, computer or technical error we will not be held responsible for any lost hits, signups, traffic or income.
18.1 Notwithstanding the foregoing express limitations of liability, you acknowledge and agree that should Company, its officers, employees, successors, or assigns be held liable to you for damages, injuries or losses of any kind, directly or indirectly resulting from your participation in the Program, that the maximum total dollar amount of liquidated damages for any and all of your claims, injuries, damages or losses shall not exceed a total of ten dollars ($10.00).
- You hereby confirm and acknowledge that you have unilaterally decided to enter an Internet service business and acknowledge that it is a high risk business. You further confirm, acknowledge and expressly agree that neither Company, any agent or representative of Company, nor any other person has at any time in the past, represented to you or has otherwise directly or indirectly communicated in any manner to you any guarantee, reassurance or any other statement of any kind regarding:
- The potential profitability or likelihood of success of your participation in the Program as set forth in this Agreement or otherwise;
- The possibility or likelihood that use of any products and/or services provided by Company pursuant to this Agreement can or will result in the recoupment of any funds expended by you for the promotion of your web site or any other purpose; or
- The existence, nonexistence, size or any other characteristics of any market for any products or services which involve Your participation in the Program pursuant to this Agreement.
19.1 You expressly acknowledge and agree that the success any of its business endeavors which involve your participation in the Program pursuant to this Agreement, like any other business endeavor, is subject to numerous factors, such as the effectiveness of advertising and promotion, your administrative capabilities, etc., and that the ultimate success or failure of your business rests with you and not Company. You further expressly agree not to raise any claim of any kind against Company and you agree to hold Company and its agents, officers, directors, and employees harmless from any claim of loss to you directly or indirectly resulting from your decision to participate in the Program pursuant to this Agreement.
- We reserve the right to alter or modify the Terms and Conditions at any time without prior notice to you. It is your responsibility to refer to this document from time to time so that you may be informed of any changes to the Terms and Conditions. Ignorance of the Terms and Conditions is no excuse to any action taken by us, or to your failure to act, under these rules.
- Either party may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. Upon termination of this Agreement you shall immediately cease using Company name(s), Company“s marks and remove all Company banners from your site.
- We reserve the right to cancel this Agreement at any time, for any reason, without prior notification. In such cases you will be notified immediately and paid for accumulated funds up to that point in time, unless otherwise forfeited under this Agreement. Notice by e-mail, to the e-mail address we have on file for you is considered sufficient notice for to terminate or cancel this Agreement.
- This Agreement constitutes the entire agreement between you and Company with respect to the subject matter hereof, and supersedes and cancels all other prior agreements, discussion, or representations, whether written or oral.
25.1 You agree that Company may from time to time, in its sole and exclusive discretion, modify the type and quality of benefits provided to you hereunder either with or without notice. We may modify other terms and conditions at any time upon e-mail notice to you.
25.2 You agree that no modification of this Agreement by you, your employees, representatives, agents, assigns or successors shall be enforceable of have any effect unless first reduced to writing and signed by Company’s duly authorized representative.
25.3 You agree that no officer, employee or representative of you or Company has any authority to make any representation or promise in connection with this Agreement or the subject matter thereof which is not contained expressly in this Agreement; and you acknowledge and agree that you have not executed this Agreement in reliance upon any such representation or promise.
25.4 You acknowledge and agree that the failure of Company to enforce any of the specific provisions of this Agreement shall not preclude any other or further enforcement of such provision(s) or the exercise of any other right hereunder.
25.5 You agree that all promises, obligations, duties and warranties made by you in this Agreement are personal to you and that neither they nor any benefits hereunder may be assigned by you to any other person or entity.
25.6 You agree that Company may at any time, and without prior notice to you, freely assign all or part of its duties, obligations and benefits hereunder.
- By accepting these terms and conditions and becoming an Affiliate, you agree that this Agreement and all disputes or controversies as to the interpretation of or any performance arising under, or related to this Agreement shall be governed by and construed under the laws of the State of CALIFORNIA and the United States as applied to agreements between CALIFORNIA state residents entered into and to be performed within the State of CALIFORNIA, except as governed by Federal law. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.
25.1 You further agree that notwithstanding any judicially or statutorily created choice of law rule that would otherwise require the application of the law of some other jurisdiction, all provisions of this Agreement and all matters or controversies of any kind arising out of, or related to this Agreement or the rights or liabilities of the parties hereto shall be governed solely by the substantive statutory and common law of the state of CALIFORNIA.
25.2 Any and all disputes or controversies of any kind, including but not limited to any performance, duty, obligation or liability arising under or related to this Agreement, which are unable to be resolved informally, shall be determined by binding arbitration in LOS ANGELES COUNTY, CALIFORNIA, before a single retired judge affiliated with JAMS Services or a similar organization (other than the American Arbitration Association), with the arbitration governed by the California Rules of Civil Procedure sections 2016 et seq., relating to discovery. The final award in any such arbitration proceeding shall be subject to entry as a judgment by any court of competent jurisdiction, provided that such judgment does not conflict with the terms and provisions hereof. The jurisdiction of the arbiter (or arbiters) with respect to legal matters shall be limited only by the statutory and common law of the State of CALIFORNIA and the United States. The prevailing party in the arbitration proceeding shall be entitled, in addition to any other remedies, to an award of reasonable attorneys’ fees.
25.3 The parties agree that the venue for all legal disputes, controversies, and actions of any kind arising under or related to this Agreement shall be LOS ANGELES, CALIFORNIA.
- For purposes of construction of this Agreement, both Company and you shall be deemed to have mutually drafted this Agreement and all parts thereof.
- If any provision of this Agreement is held void or unenforceable to any extent, such provision shall be deemed excised and removed to make the remaining provisions enforceable. Unless otherwise specifically provided, the provisions of this Agreement shall survive its termination.
- Either party shall be excused from delays in performing or from its failure to perform hereunder to the extent that such delays or failures result from causes beyond the reasonable control of such party, including, without limitation, acts of God, nature, any government agency(ies), war, civil disturbance, labor disputes or shortages, electrical or mechanical breakdowns, inability or refusal of a common carrier to provide communications capabilities, or any other cause beyond either party“s direct control, including but not limited to, the issuance of an order by any regulatory, administrative, judicial or legislative prohibiting or interfering with either party from carrying on its day-to-day operations as contemplated under this Agreement.
- We strongly advise that you review this Agreement with your attorney before you enter into it. You acknowledge and agree that nothing herein and no statement by us or any employee, representative, agent or other person associated with us has in any way prevented or inhibited you in any way from seeking such advice prior to entering into this Agreement. You hereby acknowledge and agree that the terms of this Agreement are reasonable and fair; all terms have been fully disclosed in writing, and that you have been given a reasonable chance to seek the advice of independent counsel with respect to this Agreement and all transactions associated herewith.
- BY BY JOINING OUR AFFILIATE PROGRAM, and by supplying Company with all the required information to sign you up to our Affiliate Program, you are acknowledging that you agree to all of the terms, conditions, promises, warranties, duties and obligations set forth in the above Agreement.