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"NO LIMITS" AFFILIATE
PROGRAM AGREEMENT
PLEASE READ THE ENTIRE AGREEMENT.
YOU MAY PRINT THIS PAGE OUT FOR
YOUR RECORDS.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND DATINGDYNAMICS.COM.
BY SUBMITTING THE ONLINE APPLICATION
YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS
OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND
EVERY TERM AND CONDITION.
1. Overview
This Agreement contains the complete terms and conditions that apply to you
becoming an affiliate in DatingDynamics.com's "No Limits" Affiliate
Program. The purpose of this Agreement is to allow HTML linking between your
web site and DatingDynamics.com web site. Please note that throughout this
Agreement, "we," "us," and "our" will mean
DatingDynamics.com, and "you," "your," and "yours" will
mean the affiliate
2. Affiliate Obligations
2.1. To begin the enrollment process, you will complete and submit the online
application. We will evaluate your application to join the program and notify
you of your acceptance or rejection. We may reject your application at our
sole discretion.
2.2. As a member of DatingDynamics.com's "No Limits" Affiliate Program,
you will have access to the DatingDynamics.com Affiliate Management Center.
At this site you will be able to change your affiliate preferences and download
HTML code (that provides for links to web pages within the DatingDynamics.com
web site). Graphics ("Links") that we have made available for use
in your web site ("Site") will always be available at our Downloads
Page. You are only allowed to link to those specific web pages that we designate
in the HTML code. Plus, in order for us to accurately keep track of guest visits
from your site to ours, you must use the HTML code that we provide.
2.3. Additionally, only DatingDynamics.com's HTML forms may be used for registration
and login to the DatingDynamics.com web site. DatingDynamics.com reserves the
right, at any time, to review your placement and approve the use of Your Links
and require that you change the placement or use to comply with the guidelines
provided to you.
2.4. You agree to fully cooperate with us in order to establish and maintain
any links between the DatingDynamics.com site and your site. You also agree
that those graphic images that you display pertaining to DatingDynamics.com,
for use as a link or otherwise, will only be graphic images that we provide
to you from the DatingDynamics.com Downloads Page. If we update those graphics,
you will need to replace our old graphics with the new ones.
2.5. The maintenance and the updating of your site will be your responsibility.
Because you are a member of DatingDynamics.com's "No Limits" Affiliate
Program and the information within DatingDynamics.com is updated often, it
will be necessary for you to update the content of your site on a regular basis
to maintain consistency and accuracy between the DatingDynamics.com site and
your site. We may monitor your site as we feel necessary to make sure that
your site is up-to-date and to notify you of any changes to your site that
we feel should be made.
2.6. It is entirely your responsibility to follow all applicable intellectual
property and other laws that pertain to your site. You must have express permission
to use any person's copyrighted material, whether it be a writing, an image,
or any other copyrightable work. We will not be responsible (and you will be
solely responsible) if you use another person's copyrighted material or other
intellectual property in violation of the law or any third party rights.
2.7. You cannot get commissions on your own purchases. We reserve the right
to delete commissions for purchases made by affiliates themselves, or by others
clearly acting on their behalf.
3. DatingDynamics.com Rights and Obligations
3.1. We have the right to monitor your site at any time to determine if you
are following the terms and conditions of this Agreement and to notify you
of any changes to your site that we feel should be made or to make sure that
your links to our web site are appropriate and to notify you of any changes
that we feel should be made. If you do not make the changes to your site
that we feel are necessary, we reserve the right to terminate your participation
in the "No Limits" Affiliate Program.
3.2. DatingDynamics.com reserves the right to terminate this Agreement and
your participation in the DatingDynamics.com "No Limits" Affiliate
Program immediately and without notice to you should you commit fraud in your
use of the "No Limits" Affiliate Program or should you abuse this
program in any way. If such fraud or abuse is detected, DatingDynamics.com
shall not be liable to you for any Referral Fees for such fraudulent referrals.
3.3. End users who register with DatingDynamics.com through DatingDynamics.com's "No
Limits" Affiliate Program will be considered Members of DatingDynamics.com
("Members"). All our rules, policies, and operating procedures will
apply to those Members. We may change our policies and operating procedures
at any time.
3.4. This Agreement will begin upon our acceptance of your Affiliate application,
and will continue unless terminated hereunder.
4. Termination
Either you or we may end this Agreement AT ANY TIME, with or without cause,
by giving the other party written notice. Written notice can be in the form
of mail, email or fax. In addition, this Agreement will terminate immediately
upon any breach of this Agreement by you.
5. Modification
We may modify any of the terms and conditions in this Agreement, at any time
in our sole discretion. In such event you will be notified by email and a
change notice will be posted at your Affiliate Management Center. Modifications
may include, but are not limited to, changes in the payment procedures, and
DatingDynamics.com's "No Limits" Affiliate Program rules. If any
modification is unacceptable to you, your only option is to end this Agreement.
Your continued participation in DatingDynamics.com's "No Limits" Affiliate
Program following the posting of the change notice or new Agreement on our
site will indicate your agreement to the changes.
6. Affiliate Fees
For every new end user who enters the DatingDynamics.com web site through your
Links from your Site and purchases merchandise from DatingDynamics.com (a "Qualified
Buyer"), DatingDynamics.com will pay you a fee of 50% (ten percent)
of the order subtotal (before tax and shipping). Qualified Buyers exclude
all existing DatingDynamics.com customers. Please note that we will not pay
Affiliate Fees on purchases by Qualified Buyers who subsequently re-enter
the DatingDynamics.com web site (other than through your Links from your
Site), even if the customer previously followed a link from Your Site to
the DatingDynamics.com web site.
7. Payment
To receive a commissions payment, you must request one. You may do so when
you have accumulated at least $50 in earnings. However, if the commissions
payable to you for any calendar quarter are less than $50.00, we may at our
option hold these commissions until the total amount due is at least $50.00
or (if earlier) until this Agreement is terminated. Affiliates in the United
States may be paid by Money Order or check via postal mail.
Affiliates outside the USA with earnings of less than $50
can be paid via PayPal, over $50 by international money order or check.
8. Access to Affiliate Center
You will be given a password so that you may enter our secure Affiliate Management
Center. From this site you will be able to receive your reports that will
describe our calculation of the Advertising Fee due to you.
9. Promotion Restrictions
You are welcome to promote your own web sites, but naturally any promotion
that mentions the DatingDynamics.com web site, could be perceived by the
public or the press as a joint effort. You should know that certain forms
of advertising are always prohibited by DatingDynamics.com. For example,
advertising commonly referred to as "spamming" is unacceptable
to us and could cause damage to our brand name. Other generally prohibited
forms of advertising include the use of unsolicited commercial email (UCE),
postings to non-commercial newsgroups and cross-posting to multiple newsgroups
at once. In addition, you may not advertise in any way that effectively conceals
or misrepresents your identity, your domain name or your return email address.
You may use mailings to customers to promote DatingDynamics.com web site
so long as the recipient is already a customer or subscriber of your services
or web site, and recipients have the option to remove themselves from future
mailings. Also, you may post to newsgroups to promote DatingDynamics.com
web site so long as the news group specifically welcomes commercial messages.
No matter what, you must always clearly represent yourself and your web sites
as independent from DatingDynamics.com. If it comes to our attention that
you are spamming, we will consider that cause for immediate termination of
this Agreement and your participation in the DatingDynamics.com "No
Limits" Affiliate Program. Any pending balances owed to you will not
be paid if your account is terminated due to unacceptable advertising or
solicitation.
10. Grant of Licenses
10.1. We grant to you a non-exclusive, non-transferable, revocable right to
(i) access our site through HTML links solely in accordance with the terms
of this Agreement and (ii) solely in connection with such links, to use our
logos, trade names, trademarks, and similar identifying material (collectively,
the "Licensed Materials") that we provide to you for such purpose.
You may not alter, modify or change the Licensed Materials in any way. You
are only entitled to use the Licensed Materials to the extent that you are
a member in good standing of DatingDynamics.com's "No Limits" Affiliate
Program. All uses of Licensed Materials by you shall be subject to the DatingDynamics.com
trademark usage guidelines as will be provided to you from time to time.
You agree that all uses of the Licensed Materials will be on behalf of DatingDynamics.com
and the good will associated therewith will inure to the sole benefit of
DatingDynamics.com.
10.2. You grant to us a non-exclusive right to utilize your names, titles,
and logos in the advertising, marketing, promoting, and publicizing in any
manner our rights under this Agreement. However, DatingDynamics.com is under
no obligation to so advertise, market, promote, or publicize.
10.3. Each party agrees not to use the other's proprietary materials in any
manner that is disparaging, misleading, obscene or that otherwise portrays
the party in a negative light. Each party reserves all of its respective rights
in the proprietary materials covered by this license. Other than the license
granted in this Agreement, each party retains all right, title, and interest
to its respective rights and no right, title, or interest is transferred to
the other.
11. Disclaimer
DatingDynamics.com MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES
REGARDING DatingDynamics.com SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES
PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF DatingDynamics.com ABILITY, FITNESS
FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND
EXCLUDED. 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.
12. Representations and Warranties: You represent
and warrant that:
12.1. 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;
12.2. You have the full right, power, and authority to enter into and be bound
by the terms and conditions of this Agreement and to perform your obligations
under this Agreement, without the approval or consent of any other party;
12.3. You have sufficient right, title, and interest in and to the rights granted
to us in this Agreement.
13. Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT
UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR
EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR
EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL
OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL DatingDynamics.com
CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT,
WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL
OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS
AGREEMENT.
14. Indemnification
You agree to indemnify and hold harmless DatingDynamics.com and its employees,
representatives, agents and affiliates, against any and all claims, suits,
actions, or other proceedings brought against DatingDynamics.com based on
or arising from any claim (i) that our use of any material provided by you
infringes on any copyright, patent, trademark, trade secret or any other
intellectual property right of any third party, or (ii) resulting from your
breach of this Agreement or resulting from your breach of any third party
intellectual property right or misappropriation of any material, or resulting
from any of your defamatory, libelous act or resulting from your violation
of any third party right of publicity or privacy. You will pay any and all
costs, damages, and expenses, including, but not limited to, reasonable attorneys'
fees and costs awarded against or otherwise incurred by DatingDynamics.com
in connection with or arising from any such claim, suit, action, or proceeding.
15. Confidentiality
All confidential information, including, but not limited to, any business,
technical, financial, and customer information, disclosed by one party to
the other during negotiation or the effective term of this Agreement which
is marked "Confidential", will remain the sole property of the
disclosing party, and each party will keep in confidence and not use or disclose
such proprietary information of the other party without express written permission
of the disclosing party.
16. Miscellaneous
16.1. You agree that you are an independent contractor, and nothing in this
Agreement will create any partnership, joint venture, agency, franchise,
sales representative, or employment relationship between you and DatingDynamics.com.
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 any
other of Your Site or otherwise, that reasonably would contradict anything
in this Section.
16.2. Neither party may assign its rights or obligations under this Agreement
to any party, except to a party who obtains all or substantially all of the
business or assets of a third party.
16.3. This Agreement shall be governed by and interpreted in accordance with
the laws of the State of California without regard to the conflicts of laws
and principles thereof.
16.4. You may not amend or waive any provision of this Agreement unless in
writing and signed by both parties.
16.5. This Agreement represents the entire agreement between us and you, and
shall supersede all prior agreements and communications of the parties, oral
or written.
16.6. The headings and titles contained in this Agreement are included for
convenience only, and shall not limit or otherwise affect the terms of this
Agreement.
16.7. If any provision of this Agreement is held to be invalid or unenforceable,
that provision shall be eliminated or limited to the minimum extent necessary
such that the intent of the parties is effectuated, and the remainder of this
agreement shall have full force and effect.
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