4. Commission
Payment.
Commissions due and owing to you under the Program will be paid to you
directly by Maxbucks on the first and fifteenth of each month.
5. Marketing
Must Conform To "Netiquette"
You may not link from any Internet resource other than a web site. You
may not send unsolicited email (SPAM) IM or IRC messages, or post advertising
to the USENET that includes any of Maxbucks trademarks, images
or Affiliate Site URL and/or Products. There will be no leniency in cases of inappropriate
marketing and affiliates in violation of this policy will forfeit their
unpaid commissions and be removed from the program. Affiliates who cause
actual damages to Maxbucks through use of prohibited forms
of advertising are liable for liquidated damages in the amount of $10,000
for each day Maxbucks suffers actual damages.
We do NOT authorize
the harvesting or collection of screen names from any ISP service for
the purpose of sending unsolicited email, and will terminate without pay
any webmaster determined to have transmitted bulk emails advertising any
web sites marketed through this Program to lists gathered by such methods.
Should we determine,
in our sole discretion that you have violated this AUP, be assured that
you will be terminated immediately, will be ineligible to sign up for
another account, will not be paid for any traffic or subscriptions generated
prior to the date of termination; and your registration information may
be turned over to complaining parties.
HOW TO REPORT IMPROPER
MARKETING METHODS BY AFFILIATES
If you believe you
are the target of advertising in violation of this Agreement from a person
or company advertising web sites under this Program, we ask for your cooperation
in tracking down the offending party. Please send the offending ad, with
all header or other technical information, to abuse @ Maxbucks.com.
6. Non-Exclusive Limited License and Use of Affiliate Logos and Trademarks.
You grant us a non-exclusive license to utilize your names, titles and
logos, trademarks (collectively the “Affiliate Trademarks"),
to advertise, market, promote and publicize in any manner our rights hereunder.
Notwithstanding anything herein to the contrary, we shall not be required
to so advertise, market, promote or publicize. You hereby represent and
warrant that you are the sole and exclusive owner of the Affiliate Trademarks
and have the right and power to grant to us the license to use same in
the manner contemplated herein, and such grant does not or will not (i)
breach, conflict with or constitute a default under any Agreement or other
instrument applicable to you or binding upon you, or (ii) infringe upon
any trademark, trade name, service mark, copyright, or other proprietary
right of any other person or entity. This license shall terminate upon
the effective date of the expiration or termination of this Agreement.
7. Responsibility
for Your Site.
You will be solely responsible for the development, operation and maintenance
of your site and for all materials that appear on your site. You are not
Maxbucks’s agent, and we shall have no responsibility
for the development, operation and maintenance of your site and for all
materials that appear on your site. You shall also be responsible for
ensuring that materials posted on your site do not violate or infringe
upon any laws, or the rights of any third party (including, for example,
copyrights, trademarks, privacy, or other personal or proprietary rights),
and ensuring that materials posted on your site are not libelous or otherwise
illegal. You must have express permission to use another party’s
copyrighted or other proprietary material. We will not be responsible
if you use another party’s copyrighted or other proprietary material
in violation of the law. In addition to the foregoing, we will immediately
terminate your participation in the Program if we believe you have engaged
in any of the following:
- Unsolicited bulk
email, IRC or IM advertising, forged header mailings or any other form
of mailing, in violation of federal or state law; - Provide inaccurate
or incomplete information to Maxbucks concerning your identity,
bank account, address or other required information; - Attempt to cheat,
defraud or mislead us in any way; - Misrepresent to the public the terms
and conditions or content of our sites or your sites; - Promote passwords,
MP3, or Warez; - Own or operate a web site in connection with a person
who is under 18 years of age.
IN SHORT, WE EXPECT
– INDEED, DEMAND – THAT YOU ACT WITH THE HIGHEST ETHICAL STANDARDS
UNDER THIS Agreement
8. Independent
Investigation.
You acknowledge that you have read this Agreement and agree to all its
terms and conditions. You understand that we may at any time (directly
or indirectly) solicit customer referrals on terms that may differ from
those contained in this Agreement or operate web sites that are similar
to or compete with your web site. You have independently evaluated the
desirability of participating in the Program and are not relying on any
representation, guarantee or statement other than as set forth in this
Agreement. We have the right to monitor your Web site at any time and
from time to time to determine if you are in compliance with this Agreement.
We also reserve the right to review all commissions for possible fraud.
Any incidence of fraud constitutes a breach of this Agreement, and Maxbucks retains the right to terminate this Agreement immediately.
9. Term of
the Agreements.
The term of this Agreement will begin upon our acceptance of your Affiliate
Program Application and will end when terminated by either party. Either
you or we may terminate this Agreement at any time, with or without cause,
by giving the other party notice of termination. Notice by email, to your
email address on our records, is considered sufficient notice for to terminate
this Agreement. If this Agreement is terminated because you have violated
the terms of this Agreement you are not eligible to receive any commissions
payments, even for commissions earned prior to the date of termination.
If this Agreement is terminated for any other reason, you are only eligible
to earn a commission on sales occurring during the term of the Agreement,
and commissions earned through the date of termination will remain payable
only if the related orders are not canceled or returned. We reserve the
right to withhold your final payment for a reasonable time to ensure that
the correct amount is paid.
10. Modification.
We may modify any of the terms and conditions contained in this Agreement,
at any time and in our sole discretion. Notice of any change by email,
to your address on our records, or the posting on our site of a change
notice of a new Agreement, is considered sufficient notice for notifying
you of a modification to the terms and conditions of this Agreement. Modifications
may include, but are not limited to, changes in the scope of available
commission fees, commission schedules, payment procedures, and Affiliate
Program rules. All such modifications shall take effect 48 hours after
we serve notice as provided above, unless we indicate otherwise. If any
modification is unacceptable to you, your only recourse is to terminate
this Agreement. Your continued participation in the Affiliate Program,
following our posting of a change notice or new Agreement on our site,
will constitute binding acceptance of the change.
11. Relationship
of Parties.
Nothing in this Agreement will create any partnership, joint venture,
agency franchise, sales representative, or employment relationship between
the parties. You will have no authority to make or accept any offers or
representations on our behalf. You will not make any statement, whether
on your site or otherwise, that reasonably would contradict anything in
this Section. You are not an agent of the Maxbucks and the
Maxbucks expressly disclaims responsibility for any conduct
by you in violation of our terms of Agreement.
12. Limitation
of Liability.
We will not be liable for indirect, special or consequential damages,
or any loss of revenue, profits or data, arising in connection with this
Agreement or the Program, even if we have been advised of the possibility
of such damages. Further, our aggregate liability arising with respect
to this Agreement and the Program will not exceed the total referral fees
paid or payable to you under to this Agreement or fifty dollars ($50.00),
whichever is greater.
13. Disclaimers.
We make no express or implied warranties or representations with respect
to the Affiliate Program or any Maxbucks services or other
items sold through the Program (including, without limitation, warranties
of fitness, merchantability, non-infringement, or any implied warranties
arising out of a course of performance, dealing, or trade usage). In addition,
we make no representation that the operation of our site will be uninterrupted
or error-free, and we will not be liable for the consequences of any interruptions
or errors.
14. Representations
and Warranties.
You hereby represent and warrant to us that this Agreement has been duly
and validly executed and delivered by you and constitutes your legal,
valid and binding obligation, enforceable against you in accordance with
its terms; and that the execution, delivery and performance by you of
this Agreement are within your legal capacity and power; have been duly
authorized by all requisite action on your part; require the approval
or consent of no other persons; and neither violate nor constitute a default
under the (i) provision of any law, rule, regulation, order, judgment
or decree to which you are subject or which is binding upon you, or (ii)
the terms of any other Agreement, document or instrument applicable to
you or binding upon you. Should any law enforcement agency or internet
service provider provide Maxbucks with notice that you have
engaged in transmission of unsolicited bulk emails or have otherwise engaged
in unlawful conduct or conduct in violation of said service provider’s
terms of service, we reserve the right to cooperate in any investigation
relating to your activities including disclosure of your account information
in connection therewith. We make no warranty, expressed or implied, with
respect to any information delivered hereunder, including implied warranties
of merchantability, fitness for a particular purpose or freedom from patent,
trademark or copyright infringements, whether arising by law, custom or
conduct, or as to the accuracy or completeness of the information and
we shall not have any liability to you or to any other person resulting
from your or such third person’s use of the information.
15. Confidentiality.
We may disclose to you certain information as a result of your participation
as part of the Program, which information we consider to be confidential
(herein referred to as “Confidential Information”). For purpose
of this Agreement, the term “Confidential Information” shall
include, but not be limited to, any modifications to the terms and provisions
of this Affiliate Program Agreement made specifically for your site and
not generally available to other members of the Affiliate Program, web
site, business and financial information relating to Maxbucks,
customer and vendor lists relating to Maxbucks and any members
of the Affiliate Program, other than you. Confidential Information shall
also include any information that we designate as confidential during
the term of this Agreement. You agree not to disclose any Confidential
Information and that such Confidential Information shall also include
any information that we designate as confidential during the term of this
Agreement. You agree not to disclose any Confidential Information and
that such Confidential Information shall remain strictly confidential
and secret and shall not be utilized, directly or indirectly, by you for
your own business purposes or for any other purpose except and solely
to the extent that any such information is generally known or available
to the public or if same is required by law or legal process. Should you
received a court notice, complaint or subpoena requesting or seeking to
compel disclosure of Confidential Information, you shall immediately inform
Maxbucks and Maxbucks shall have the right, and
be given the opportunity, to obtain a protective order to prevent disclosure
of such Confidential Information.
16. Indemnification.
You hereby agree to indemnify, defend and hold harmless Maxbucks, its shareholders, officers, directors, employees, agents,
affiliates, successors and assigns, from and against any and all claims,
losses, liabilities, damages or expense (including attorneys’ fees
and costs) of any nature whatsoever incurred or suffered by us (collectively
the “Losses”), in so far as such Losses (or actions in respect
thereof) arise out of or are based on (i) any claim or threatened claim
that our use of the Affiliate Trademarks infringes on the rights of any
third party; (ii) the breach of any promise, covenant, representation
or warranty made by you herein; or (iii) or any claim related to your
site.
17. Miscellaneous.
Terminated accounts cannot later apply to the Program without our express
written consent. You may not assign this Agreement, by operation of law
or otherwise, without our prior written consent. Subject to that restriction,
this Agreement will be binding on, inure to the benefit of, and enforceable
against the parties and their respective successors and assigns. Our failure
to enforce your strict performance of any provision of this Agreement
will not constitute a waiver of our right to subsequently enforce such
provision or any other provision of this Agreement. This Agreement and
the legal relations between the parties hereto shall be governed in all
respects, including validity, interpretation, performance and effect,
by the laws of the Nevis, applicable
to contracts made and to be wholly performed therein. The parties hereto
expressly and irrevocably consent and submit to the personal jurisdiction
and venue of the state and federal courts of Carson City, Nevada with
respect to any legal action or proceeding that may be brought pursuant
to this Agreement. The parties hereby expressly and irrevocably waive
any claim or defense in any such action or proceeding based on any alleged
lack of personal jurisdiction, improper venue or forum non convenient
or similar theory. This Agreement will be governed by the laws of the
Nevis, without reference
to rules governing choice of laws. Any action relating to this Agreement
must be brought in the federal or state courts located in Nevis, and you irrevocably consent to the jurisdiction of such courts.
In any action for violation of this Agreement, the prevailing party shall
be entitled to recovery of costs and expenses, including attorneys' fees.
You may not assign this Agreement, by operation of law or otherwise, without
our prior written consent. Subject to that restriction, this Agreement
will be binding on, inure to the benefit of and be enforceable against
the parties and their respective successors and assigns. Our failure to
enforce your strict performance of any provision of this Agreement will
not constitute a waiver of our right to subsequently enforce such provision
or any other provision of this Agreement.
18. Other
Grounds for Termination
In addition to the foregoing, we will immediately terminate your participation
in the Program if we believe you have engaged in any of the following:
Altering by electronic,
mechanical or automated means or other technologies,
that may now exist or come into existence, the
Program webmaster affiliate code or Program
site URLs belonging to or identified with accounts
other than your own, or causing the modification
or substitution of Program webmaster affiliate
code or Program site URLs belonging to or identified
with accounts other than your own that may reside
within or originate from a third party system
in the form of bookmarks, cached pages, cookies
or other stored forms that may be passed to
the Program and/or Company system by user operation
of said third party system
Making
any statement, whether on your site or otherwise,
that reasonably would contradict anything in
this Agreement.
