Affiliate Program Operating Agreement This Affiliate Program Operating Agreement(the "Agreement") is made and entered into by and between AddAttain ("AddAttain" or "we"),and you, ("you" or "Affiliate") the party submitting an application to become a AddAttain affiliate).The terms and conditions contained in this Agreement apply to your participation with http://AddAttain.affise.com/ ("Affiliate Program"). Each Affiliate Program offer (an "Offer") maybe for any offering by AddAttain or a third party (each such third party a "Client") andmay 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 theAffiliate Program and are incorporated as part of this Agreement. By submitting anapplication or participating in an Offer, you expressly consent to all the terms andconditions of this Agreement.
You must submit an Affiliate Program application from our website. You mustaccurately 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 contactinformation. After we review your application, we will notify you of your acceptanceor rejection to the Affiliate Program, generally within two (2) business days. We mayaccept or reject your application at our sole discretion for any reason.
Subject to our acceptance of you as an affiliate and your continued compliancewith the terms and conditions of this Agreement, AddAttain agrees as follows:
Affiliate also agrees to:
The following additional program-specific terms shall apply to any promotionalprograms set forth below:
Except as otherwise provided in this Agreement or with the consent of AddAttain, youagree that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and salesinformation, concerning us or any of our affiliates provided by or on behalf of any ofthem shall remain strictly confidential and secret and shall not be utilized, directly orindirectly, by you for any purpose other than your participation in the AffiliateProgram, except and solely to the extent that any such information is generally knownor available to the public through a source other than you. Affiliate shall not use anyinformation obtained from the Affiliate Program to develop, enhance or operate aservice that competes with the Affiliate Program, or assist another party to do thesame.
We grant you a nonexclusive, nontransferable, revocable right to use the Linksand to access our web site through the Links solely in accordance with the termsof this Agreement, for the sole purpose of identifying your Media as a participantin the Affiliate Program and assisting in increasing sales through the ProgramWeb Site.
You may not alter, modify, manipulate or create derivative works of the Links orany AddAttain graphics, creative, copy or other materials owned by, or licensedto, AddAttain in any way. You are only entitled to use the Links to the extent thatyou are a member in good standing of the Affiliate Program. We may revoke yourlicense anytime by giving you written notice. Except as expressly stated herein,nothing in this Agreement is intended to grant you any rights to any ofAddAttain's trademarks, service marks, copyrights, patents or trade secrets. Youagree that AddAttain may use any suggestion, comment or recommendation youchoose to provide to AddAttain without compensation. All rights not expresslygranted in this Agreement are reserved by AddAttain.
This Agreement shall commence on the date of our approval of your AffiliateProgram application and shall continue thereafter until terminated as provided herein. You may terminate your participation in the Affiliate Program at any time byremoving all Links from your Media, deleting all copies of the Links. We mayterminate your participation in one or more Offers or this Agreement at any time andfor any reason which we deem appropriate with or without prior notice to you bydisabling the Links or providing you with a written notice. Upon termination of yourparticipation in one or more Offers or this Agreement for any reason, you willimmediately cease all use of and delete all Links, plus all AddAttain or Clientintellectual property, and will cease representing yourself as a AddAttain or Clientaffiliate for such one or more Offers. All rights to validly accrued payments, causes ofaction and any provisions, which by their terms are intended to survive termination, shall survive any termination.
In addition to any other rights and remedies available to us under thisAgreement AddAttain reserves the right to delete any actions submitted through yourLinks and withhold and freeze any unpaid Commissions or charge back paidCommissions to your account if (i) AddAttain determines that you have violated thisAgreement, (ii) AddAttain receives any complaints about your participation in theAffiliate Program which AddAttain reasonably believes to violate this Agreement or(iii) any Qualified Action is later determined to have not met the requirements setforth in this Agreement or on the Affiliate Program. Such withholding or freezing ofCommissions, or charge backs for paid Commissions, shall be without regard as towhether or not such Commissions were earned as a result of such breach. In the eventof a material breach of this Agreement, AddAttain reserves the right to disclose youridentity and contact information to appropriate law enforcement or regulatoryauthorities or any third party that has been directly damaged by your actions.
You must strictly comply with the federal CAN-SPAM Act of 2003 (the "Act"). Allemails sent in connection with the Affiliate Program must include the appropriateparty's opt-out link. From time to time, we may request - prior to your sending emailscontaining linking or referencing the Affiliate Program that you submit the finalversion of your email to AddAttain for approval by sending it to your AddAttainrepresentative and upon receiving written approval from AddAttain of your email theemail may be transmitted to third parties.
It is solely your obligation to ensure that the email complies with the Act. You agreenot to rely upon AddAttain's approval of your email for compliance with the Act, orassert any claim that you are in compliance with the Act based upon AddAttain'sapproval.
You are expressly prohibited from using any persons, means, devices or arrangementsto commit fraud, violate any applicable law, interfere with other affiliates or falsifyinformation in connection with referrals through the Links or the generation ofCommissions or exceed your permitted access to the Affiliate Program. Such actsinclude, but are in no way limited to, using automated means to increase the numberof clicks through the Links or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud. AddAttainshall make all determinations about fraudulent activity in its sole discretion.
You hereby represent and warrant that this Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms and thatyou have the authority to enter into this Agreement. Subject to the other terms andconditions of this Agreement, AddAttain represents and warrants that it shall notknowingly violate any law, rule or regulation which is applicable to AddAttain's ownbusiness operations or AddAttain's proprietary products or services.
In addition to any notice permitted to be given under this Agreement, we may modifyany of the terms and conditions of this Agreement at any time by providing you with a notification by email. The changes will become effective ten (10) business daysafter such notice. If the modifications are unacceptable to you, you may terminate thisAgreement without penalty solely on the account of such termination within such ten(10) business day period. Your continued participation in this Affiliate Program ten(10) business days after a change notice has been posted will constitute youracceptance of such change. In addition, AddAttain may change, suspend or discontinue any aspect of an Offer orLink or remove, alter, or modify any tags, text, graphic or banner ad in connectionwith a Link. Affiliate agrees to promptly implement any request from AddAttain toremove, alter or modify any Link, graphic or banner ad that is being used by Affiliateas part of the Affiliate Program.
You acknowledge that you have read this Agreement and agree to all its terms andconditions. You have independently evaluated the desirability of participating in theAffiliate Program and each Offer and are not relying on any representation, guaranteeor statement other than as set forth in this Agreement or on the Affiliate Program.
Affiliate hereby agrees to indemnify, defend and hold harmless AddAttain andClients 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, andexpenses (including reasonable attorneys' fees and costs) based on (i) any failureor breach of this Agreement, including any representation, warranty, covenant, restriction or obligation made by Affiliate herein, (ii) any misuse by Affiliate, orby a party under the reasonable control of Affiliate or obtaining access throughAffiliate, of the Links, Offers or AddAttain or Client intellectual property, or (iii)any claim related to your Media, including but not limited to, the contentcontained on such Media (except for the Links).
AddAttain hereby agrees to indemnify, defend and hold harmless Affiliate and itssubsidiaries, 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 (includingreasonable attorneys' fees and costs) based on a claim that AddAttain is notauthorized to provide you with the Links.
THE AFFILIATE PROGRAM AND LINKS, AND THE PRODUCTS ANDSERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TOAFFILIATE "AS IS". EXCEPT AS EXPRESSLY SET FORTH HEREIN, AddAttainEXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED ORSTATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIEDWARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISINGOUT OF COURSE OF DEALING, USAGE, OR TRADE. AddAttain DOES NOTWARRANT THAT THE AFFILIATE PROGRAM OR LINKS WILL MEETAFFILIATE'S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OFTHE AFFILIATE PROGRAM OR LINKS WILL BE COMPLETELY ERROR-FREE OR UNINTERRUPTED. AddAttain EXPRESSLY DISCLAIMS ANYLIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIRPRODUCTS OR SERVICES. AddAttain DOES NOT GUARANTEE THAT AFFILIATE WILL EARN ANYSPECIFIC AMOUNT OF COMMISSIONS.
IN NO EVENT SHALL AddAttain BE LIABLE FOR ANY UNAVAILABILITY ORINOPERABILITY OF THE LINKS, PROGRAM WEB SITES, TECHNICALMALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OFINFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANYKIND BEYOND THE REASONABLE CONTROL OF AddAttain. IN NO EVENTWILL AddAttain BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY / WRONGFUL DEATH, SPECIAL OREXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OFPROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGESARE FORESEEABLE AND WHETHER OR NOT AddAttain HAS BEENADVISED OF THE POSSIBILITY THEREOF. AddAttain'S CUMULATIVELIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION AND ALLTHEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEEDTHE AMOUNTS PAID TO AFFILIATE BY AddAttain IN COMMISSIONSDURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.
Affiliate shall be responsible for the payment of allattorneys fees and expenses incurred by AddAttain to enforce the terms of thisAgreement. This Agreement contains the entire agreement between AddAttain andAffiliate with respect to the subject matter hereof, and supersedes all prior and/orcontemporaneous agreements or understandings, written or oral. Affiliate agrees thatAddAttain shall not be subject to or bound by any Affiliate insertion order or onlineterms and conditions that amend, conflict with or supplement this Agreement, regardless of whether AddAttain "clicks through" or otherwise indicates its acceptancethereof. Affiliate may not assign all or any part of this Agreement without AddAttain'sprior written consent. AddAttain may assign this Agreement at any time with notice toAffiliate. This Agreement will be binding on and will inure to the benefit of the legalrepresentatives, successors and valid assigns of the parties hereto. The provisions ofSection 3, 4(b), 6, 7, 8, 12-15 and any accrued payment obligations shall survive thetermination of this Agreement. Except as set forth in the "Modifications" sectionabove, this Agreement may not be modified without the prior written consent of bothparties. 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 invalidportion of any provision shall be deemed modified to the least degree necessary toremedy such invalidity while retaining the original intent of the parties. Each party tothis 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 toestablish a partnership, joint venture, association or employment relationship betweenthe parties. No course of dealing nor any delay in exercising any rights hereundershall operate as a waiver of any such rights. No waiver of any default or breach shallbe 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 thisAgreement in its entirety and agree to be bound by all of its terms and conditions. If youdo 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 suchbusiness entity to this Agreement. This Agreement was last revised on 28-11-2016
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