This agreement contains disclaimers of warranties, limitations on liability,
releases, a class-action waiver, and the requirement to mediate and arbitrate all claims that may arise
under this agreement. These provisions are an essential basis of this agreement.
This is a legally binding agreement between you and the owner and operator of
TrafficGoldMine.com, including any successor or affiliated company or entity. You must be at least 18-years
old and have reached the age of majority and legal consent in the jurisdiction in which you live or reside
to agree to this agreement. By clicking on the words “I agree,” “Submit,” or similar
syntax, you are electronically signing this agreement, and therefore agree to be bound by and acknowledge
your complete acceptance of all the express and incorporated terms of this agreement. If you do not agree to
this agreement or do not meet the age requirements, you must not register.
No Prostitution or Sex Trafficking. The promotion of
prostitution, escort services, personal companions, etc. are contrary to the purposes of TrafficGoldMine.com
and will not be tolerated in any fashion. Promoting or offering prostitution or escort services in
connection with this affiliate marketing program is strictly prohibited. Affiliate sites that are used for
the promotion of prostitution or escort services in any way will be removed from the program. This includes
the use of hyperlinks to external websites promoting prostitution, URLs promoting prostitution, and any
other activity that Liquid Ventures, LLC considers as promotions or offers of prostitution or escort
Affiliate Marketing Agreement
Last Updated: January 1, 2020
This affiliate marketing agreement is between Liquid
Ventures, LLC, a Colorado limited liability company (the “Company”), and you, the individual or entity signing up to become
an affiliate (the “Affiliate”).
The Company has developed an affiliate marketing program located at www.trafficgoldmine.com (the “Program”).
The Affiliate wants to participate in the Program through one or more affiliate
sites (the “Affiliate Sites”).
The parties therefore agree as follows:
Enrollment in the Program
Eligibility. The Affiliate must be at
least 18-years old and the age of majority (the age at which the Affiliate can legally consent and
enter into contracts) in the Affiliate’s place of residence to enroll in the Program. If the
Affiliate is an entity, all individuals involved in the entity must be at least 18-years old and the
age of majority in their place of residence.
Registration. To begin the enrollment process, the
Affiliate must submit a completed Program application available online at http://trafficgoldmine.com/signup/.
Evaluation of Application. The Company will evaluate the Affiliate’s application and will notify the
Affiliate of its acceptance or rejection. Among other reasons for rejection, the Company may reject
the Affiliate’s application if it determines, in its sole discretion, that one or more
Affiliate Sites are unsuitable for the Program. Unsuitable Affiliate Sites include those
promote or facilitate the prostitution of another person or
otherwise promote escort services;
promote child pornography;
promote obscene materials;
promote discrimination based on race, sex, religion,
nationality, disability, sexual orientation, or age;
promote illegal activities; or
violate or infringe intellectual-property rights.
Reapplication. If the Company rejects
the Affiliate’s application, the Affiliate may reapply to the Program at any time.
License Grant. The Company hereby grants
the Affiliate a revocable, nonexclusive, nontransferable, nonsublicensable, worldwide license to
use, reproduce, transmit, publicly display, and publicly perform the materials provided by the
Company to the Affiliate (the “Licensed Materials”) on one or more Affiliate Sites to perform lead generation services solely in
connection with the Program. This license includes the right to use the Company’s service
marks, trademarks, logos, the video content provided by the Company and its partners, and any other
Licensed Materials provided by the Company for the Affiliate’s use.
License Limitations. The following
limitations apply to the Affiliate’s use of the Licensed Materials:
Use Restrictions. The Affiliate will
only use the Licensed Materials in accordance with this agreement and not for any other purpose. The
Affiliate will only download a single copy of the Licensed Materials and upload a single copy to the
Affiliate Sites. The Affiliate will not make any further copies of the Licensed Materials. All
unauthorized access or duplication of the Licensed Materials is a material breach of this agreement
and an infringement of the Company’s and potentially others’ trademarks, copyrights, or
other rights, including privacy and publicity rights.
Other Prohibited Actions. Unless the
Company expressly authorizes in writing, the Affiliate will not:
Modify, translate, reverse engineer, decompile, or
disassemble the Licensed Materials;
Create derivative works based on the Licensed
Rent, lease, or transfer any rights in the Licensed
Remove any proprietary notices or labels on the Licensed
Make any other unauthorized use of the Licensed Materials,
including adding a watermark on the Licensed Materials.
Ownership of Licensed Materials and Intellectual Property.
Except for material in the public domain or licensed to the Company, the Company
owns the Licensed Materials, including the Company’s service marks, trademarks, trade names,
logos, and other distinctive brand features (the “Company
Marks”). United States law, international treaties, and other laws
and regulations protect the Licensed Materials. The Company retains all rights in the Licensed
No License for Other Material. The
Company does not grant a license for any other material published on any other Company website
unless it makes that material available to the Affiliate through the Program and the Company
designates it as Licensed Materials.
Reservation of Rights. Except as
expressly granted in this agreement, the Company does not grant any other rights to the Affiliate.
The Company reserves all rights to select, alter, add, or remove any Licensed Materials used for the
Termination or Withdrawal of License. On termination of this agreement or the Affiliate’s withdrawal from the Program,
the Affiliate’s license to download and use the Licensed Materials automatically terminates
and all rights automatically revert to the Company. At that time, the Affiliate will promptly erase
all copies of the Licensed Materials that might reside on any computer system, storage device,
server, or website owned, leased, or rented by the Affiliate or otherwise under the
Services. The Affiliate will display
advertisements and perform lead generation services in accordance with this agreement.
Compliance with Law. The Affiliate will comply with all applicable laws and regulations.
Prohibited Conduct. The Affiliate is responsible for all content posted on the Affiliate Sites. The
Affiliate will not engage in the following prohibited conduct:
Depictions of Minors. The Affiliate will
not disseminate, post on the Affiliate Sites, or provide links to any material that involves
depictions of nudity or sexuality by an age inappropriate-appearing model (that is, a model who
looks younger than 18-years old) or by a model who is portrayed or made to appear as a person under
18-years old by virtue of the script, make-up, costuming, demeanor, setting, etc.
Illegal or Objectionable Content. The
Affiliate will not disseminate, post on the Affiliate Sites, or provide links to any obscene
material, including any material depicting child pornography, incest, scat, defecation, feces,
urination, menstruation, genital mutilation, necrophilia, bestiality, sadomasochistic abuse or
bondage, actual or simulated rape, sexual violence, actual violence inflicted on individuals by
themselves or others, torture, or death. Nor will the Affiliate disseminate, post on the Affiliate
Sites, or provide links to any content or materials of the following nature: warez, distribution of
pirated content, prostitution or escort services, human trafficking, gambling, or controlled
substances (including related paraphernalia).
Spam. The Affiliate will not
disseminate spam in connection with the Program. The Company imposes a strict, no-spam policy for
participants in the Program. What is spamming will evolve over time as new technologies and
methodologies emerge for spammers to find new ways to abuse the Program. Some of the facts that the
Company takes into account when determining what is spamming include the following:
If the Affiliate has violated a U.S. federal or state
anti-spamming law, including any part of the CAN-SPAM Act of 2003 (15 U.S.C. §§ 7701–7713) or any of the federal regulations promulgated under the CAN-SPAM Act (16 C.F.R. Part 316);
If the Affiliate has violated another country’s
If the Affiliate has violated any third-party anti-spamming
If the Affiliate has sent unsolicited bulk messages to
If the Affiliate has misleading or false information
contained in its messages, subject line, or message headers;
If the Affiliate uses automated means to collect, transmit,
or sell email addresses of others;
If the Affiliate uses a third-party website or program to
automatically generate and send messages or content;
If the primary purpose of the Affiliate’s message is
commercial in nature; and
The number of spam or abuse complaints that have been lodged
against the Affiliate.
No one factor is controlling, and the Company will look to the
particular circumstances of each case to determine what is spamming. When in doubt, don’t do
it—you spam, you’re out.
Fraudulent and Deceptive Trade Practices. The Affiliate will not engage in any fraudulent, deceptive, or unfair transactions or
trade practices. The Affiliate will comply with the Federal Trade Commission (FTC) statutes and
regulations and all related rules, policies, and advisory opinions in performing lead generation
services, including the Restore Online Shoppers’ Confidence Act (15
U.S.C. §§ 8401–8405); Guides Against Deceptive
C.F.R. Part 233); Guides Against Bait Advertising (16
C.F.R. Part 238); Guides Concerning Use of the Word
“Free” and Similar Representations (16
C.F.R. Part 251); Guides Concerning Use of Endorsements and
Testimonials in Advertising (16
C.F.R. Part 255); Use of Pre-Notification Negative Option Plans
C.F.R. Part 425); FTC
Policy Statement on Deception; FTC
Policy Statement on Advertising Substantiation; FTC
Policy Statement on Unfairness; and FTC
.com Disclosures: How to Make Effective Disclosures in Digital Advertising.
Defamation and Related Conduct. The
Affiliate will not publish content on the Affiliate Sites that is defamatory, libelous, threatening,
abusive, hateful, derogatory, disparaging, or otherwise injurious to any person or the reputation of
United States Federal Record Keeping and Labeling Requirements.
The Affiliate and the Affiliate Sites will comply with the United States federal
record keeping and labeling requirements codified at 18 U.S.C. §§ 2257–2257A and the implementing regulations codified at 28
C.F.R. Part 75 (collectively, the “§ 2257 Requirements”). The Affiliate will act as the
required “Custodian of Records” under the § 2257 Requirements for all content
displayed on the Affiliate Sites. The Affiliate will post a 2257 statement on the Affiliate Sites in
the manner and locations required by the § 2257 Requirements.
Intellectual Property Rights. The
Affiliate will not publish content on the Affiliate Sites that infringes the intellectual-property
rights or other legal rights of any person, including copyright, patent, trademark, service mark,
trade secret, trade dress, right of privacy, right of publicity, moral right, and any other
Cybersquatting or Typosquatting. The
Affiliate will not use or register or try to use or register any domain name (including
second-level, third-level, fourth-level, fifth-level, and so on), subdomain name, or directory that
is identical or confusingly similar to a trademark or service mark in which the Company or another
person has intellectual property or other legal rights.
Paid Search Advertising Schemes. The
Affiliate will not bid on or purchase any online paid advertising schemes that incorporate or are
confusingly similar to the Company’s trademarks, service marks, domain names, or URLs. The
prohibited advertising schemes include pay-per-click models, sponsored links, search engine
keywords, AdWords, or similar advertising schemes.
Metatags. The Affiliate will not use any
false, misleading, or infringing metatags tied to the Affiliate Sites. In addition, the Affiliate
will not use any metatags that would imply or suggest that underage or illegal content may be found
on the Affiliate Sites.
Unethical Marketing Practices. The
Affiliate will not try to intercept, direct, redirect, divert, or usurp traffic (including through
user-installed software) from, or divert fees from, any other participant in the Program. The
Affiliate will not directly or indirectly offer any person any consideration or incentive (including
payment of money or granting of any discounts or other benefits).
Misrepresentation of Relationship. The
Affiliate will not misrepresent the Affiliate’s contractual relationship with the Company or
imply that any relationship exists with the Company except as expressly provided in this agreement.
For example, the Affiliate will not publish any statement indicating that the Company supports,
endorses, or contributes to the Affiliate Sites except as expressly provided in this
Unauthorized Access. The
Affiliate’s unauthorized access or duplication of any Licensed Materials or other content that
the Affiliate obtains directly or indirectly through its participation in the Program is a material
breach of this agreement.
Malicious Code, Viruses, Etc. The
Affiliate will not use or offer for download any material that contains a virus malware, or
malicious code, for example, a trojan horse, that has the potential of causing disruption or damage
to any computer system, network, or server. The Affiliate will be liable to the Company for all
damage caused by any program of this nature.
Links to and Content of Others. The
Affiliate will not use the Licensed Materials, the Company Marks, or any other of the
Company’s intellectual property to promote or link to any other website. No links to other
sites are permitted on pages where the Licensed Materials are used.
Use of Unapproved Promotional Materials. The Affiliate will only use the Licensed Materials provided by the Company unless the
Company states otherwise in writing. The Affiliate will not use any other material, whether created
by the Affiliate or others, to perform lead generation services unless the Company states otherwise
Breach of Program Requirements. The
Company may withhold payments or terminate this agreement if the Affiliate breaches or otherwise
violates this section 4.
Affiliate’s Duty to Notify. The Affiliate will promptly notify the Company (a) of all URLs where the Affiliate will
use the Licensed Materials or otherwise perform lead generation services; (b) whenever there are
inquiries or concerns by any person regarding any questionable activities; or (c) if the Affiliate
receives any inquiries or requests for information regarding any of the following: (i) prostitution;
(ii) obscenity; (iii) child pornography or depictions of nudity or sexuality by minors; (iv) spam
complaints; (v) infringement of intellectual-property rights; (vi) deceptive trade or unfair
business practices; (vii) misleading search terms; (viii) invasion of publicity or privacy issues;
(ix) fraudulent activities, including credit card fraud; and (x) any civil or criminal investigation
or subpoena that pertains to the Affiliate unless applicable law prohibits the Affiliate from
notifying the Company. The Affiliate’s failure to comply with this section 5 will constitute a
material breach of this agreement. The Affiliate will be responsible for any damages the Company
incurs based on the Affiliate’s failure to notify the Company as required by this section
Commissions. The Company will
pay the Affiliate commissions based on the affiliate commission program that the Affiliate choose to
promote. The Company currently offers pay per sale (PPS), pay per lead (PPL), and revenue
The Company or its designated agent will make payouts to the Affiliate at
least twice a month on condition that the Affiliate satisfies the minimum payout amount, except that
the Company will make weekly payments to affiliates who quality and average $1,000 a week in
revenue. New affiliates will be delayed on their first payout by 30 days.
The Company will deduct refunds and chargebacks from the
Affiliate’s payment before disbursing payouts. If the chargebacks and refunds are greater than
the Affiliate’s last payout, the Company will withhold payment until the Affiliate’s
account stops incurring chargebacks and refunds.
The Company or its designated agent will make all payouts
in USD unless stated otherwise. Unless the Company or its designated agent agrees otherwise, the
Company or its designated agent is not responsible for making payouts in any other currency, for any
currency conversion charges or fees the Affiliate may incur as a result, or for any fluctuations in
the respective value of any currency as compared to the USD.
The Company may cancel or change the payout methods available to
the Affiliate, the timing of payouts, the minimum earnings required for a payout, and any other
payout terms in its own discretion. The Company will generally provide notice of changes in the
payout terms in the same way as it provides notice of changes to this agreement, but the Affiliate
acknowledges that it is the Affiliate’s responsibility to review the affiliate portal
periodically for any changes to the payout terms.
The Affiliate is responsible for ensuring that the payment
information the Affiliate provides to receive payments is accurate. Neither the Company nor its
designated agent will be liable for any payments that cannot be transmitted to the Affiliate due to
inaccurate payment information, or due to any technical or other problems with the Affiliate’s
chosen payment provider’s system.
Processing Fees. The Company is not
responsible for any third-party fees charged by banks or financial institutions used to receive
payouts. The Company may deduct third-party processing fees from the Affiliate’s
Taxes. The Affiliate will pay all
taxes attributable to commissions earned under this agreement. From time to time, the Company may
request the Affiliate to provide tax information depending on the jurisdiction in which the
Affiliate resides or is organized. The Affiliate will promptly comply with any request by the
Company for tax information. If the Company requests tax information from the Affiliate and the
Affiliate fails to provide it to the Company, the Company may withhold payment from the Affiliate
until the Affiliate provides this information or otherwise satisfies the Company that the Affiliate
is not a person from whom the Company is required to obtain tax information.
Disputes. If the Affiliate disputes a
payment or the calculation of a payout, the Affiliate will notify the Company in writing of the
dispute or discrepancy no later than 30 days after the end of the pay period in which the disputed
payment occurred. The Affiliate will include in its written notice a detailed statement describing
the nature and amount of the dispute and all supporting evidence. The Affiliate will cooperate fully
and in good faith with the Company to promptly address and try to resolve the dispute. If the
Affiliate fails to timely notify the Company in writing, the parties will consider the
Company’s determination correct and binding on the Affiliate, and the Affiliate will not
dispute the Company’s determination.
Payout Limitations. The Company will
pay the Affiliate for qualified leads only. Qualified leads are prospects who meet the
Company’s screening criteria as described in the Program and who provide their complete
contact data. The Company reserves sole judgment in determining fraud and all determinations will
bind the Affiliate. The Company may also deny or withhold revenues for any purchases coming from any
practices that breach this agreement. If the Company determines that the Affiliate is engaging in
practices that breach this agreement, the Affiliate will not receive any payment and will forfeit
all revenues earned.
Responsibility for the Affiliate Sites.
The Affiliate will be solely responsible for developing, operating, and
maintaining the Affiliate Sites and for all materials that appear on the Affiliate Sites. The
Affiliate’s responsibilities include:
The technical operation of the Affiliate Sites and all
Displaying the advertisements and Licensed Materials on the
Affiliate Sites in compliance with this agreement;
Creating, posting, and ensuring the accuracy of materials
posted on the Affiliate Sites;
Using the Licensed Materials, the Affiliate Sites, and the
materials posted on the Affiliate Sites in a way that does not infringe any of the Company’s
rights or those of any other person (including copyrights, trademarks, privacy, publicity, or other
intellectual property or proprietary rights);
Disclosing on the Affiliate Sites accurately and adequately,
discloses data collected from Affiliate Site visitors, including, where applicable, that third
parties (including the Company and other advertisers) may serve content and advertisements, collect
information directly from Affiliate Site visitors, and place or recognize cookies on Affiliate Site
visitors’ browsers; and
Making sure that any use that the Affiliate makes of the
Licensed Materials complies with this agreement.
The Company may monitor referrals through the Affiliate Sites
to evaluate the Affiliate’s compliance with this agreement. If the Company determines that the
Affiliate is not complying, the Company may terminate the Affiliate from the Program. The Company
will not be liable to the Affiliate or any other person for the Affiliate’s acts or omissions
under this section 7.
Affiliate Site Privacy Requirements. The Affiliate
will conspicuously post a privacy notice/policy on each Affiliate Site. The Affiliate’s
privacy notice/policy must fully, accurately, and concisely describe (1) what peronal data the
Affiliate collects; (2) the purpose of collection; (3) how the Affiliate uses and shares that
personal data; and (4) that other parties (i.e., the Company, ad networks, analytics providers,
etc.) may collect personal data about a Customer’s online activities over time and across
different websites when the Customer uses the Affiliate Sites or services. The Affiliate’s
privacy notice/policy must comply with the EU
General Data Protection Regulation (GDPR) if the Affiliate solicits
Customers from the European
Economic Area (EEA). For more information about what the GDPR requires, see
https://ico.org.uk/for-organisations/guide-to-the-general-data-protection-regulation-gdpr/. The Affiliate’s privacy and data security practices must make sure
that email, telephone, and other marketing practices, and applicable opt in and opt out policies and
procedures, comply with all applicable laws, including the EU’s ePrivacy Directive
(2002/58/EC) (and when passed, the EU’s ePrivacy Regulation) and Canada’s Anti-Spam
Electronic Consent. The Affiliate will
conspicuously post an electronic consent policy to the Affiliate Sites. The Affiliate will obtain
consent to provide required disclosures, documents, and information to the referred Customers
electronically. Any consent obtained from EEA or Canadian residents will comply with applicable law.
For information about obtaining valid consent under the GDPR, see https://ico.org.uk/for-organisations/guide-to-the-general-data-protection-regulation-gdpr/consent/. For information about obtaining valid consent under Canadian law, see
Lead Processing; Statistics and Reporting
The Company will process all leads generated by the
Affiliate. The Company may reject leads that do not comply with the Program’s requirements,
which may be updated from time to time.
The Company will track qualified leads for reporting and revenue
accrual purposes. The Company will use reasonable efforts to provide the Affiliate with access to
real-time traffic reporting, qualified leads, and revenue statistics. The Affiliate acknowledges
that in calculating the Affiliate’s earnings, the Company’s good faith determination of
any amount owed will be the final and binding determination. The Affiliate will not try to
artificially inflate its traffic reporting, qualified leads, or revenue statistics by misleading or
Data Ownership. The Company will
have sole ownership of and full right to use all customer information generated by the Affiliate in
connection with this agreement. The Affiliate will not have any rights in and to any customer
information or data behind that customer information. The Affiliate will not (a) transfer, export,
display, forward, or otherwise share any customer information or data contained in it to or with any
third party; or (b) use any customer information or data contained in it on the Affiliate’s
own behalf in any way not expressly authorized by the Company in writing.
Statements of Fact
By the Affiliate. The
Affiliate states that the following facts are accurate and will continue to be accurate during this
If the Affiliate is an individual, the Affiliate is at least
18-years old and has the legal capacity to enter into this agreement. If the Affiliate is an entity,
it is duly organized, validly existing, and in good standing as a legal entity under the laws of its
jurisdiction of incorporation, organization, or chartering.
The Affiliate has the power to enter into this agreement and
to perform its obligations under this agreement.
The Affiliate owns or has the right to operate each Affiliate
The Affiliate owns or has a license for all content found on
each Affiliate Site, including all text, audio, images, and videos displayed on each Affiliate
The Affiliate has independently evaluated the desirability of
participating in the Program.
The revenue the Affiliate earns through the Program is and
will be directed solely to the Affiliate, and the Affiliate is not authorized to transfer the
Affiliate’s checks to or deposit the Affiliate’s checks with any third parties other
than bona fide financial institutions.
The Affiliate is not an individual, organization, or entity
listed on The Office of Foreign Assets Control Specially Designated Nationals or Blocked Persons
list, as published and updated by the United States Department of Treasury.
Each Affiliate Site and the content on each Affiliate
does not infringe the Company’s or any other
person’s intellectual property rights;
does not violate third-party publicity or privacy
does not promote violence, racial intolerance, or illegal
does not promote or facilitate the prostitution of another
person or otherwise promote escort services;
does not depict bestiality, necrophilia, genital mutilation,
sadomasochistic abuse or bondage, defecation, urination, bleeding, enema play, menstruation, rape,
extreme violence, torture, incest, or any other obscene material;
does not depict minors in adult or sexual situations or
otherwise target persons under 18-years old or the age of majority, whichever is greater;
does not violate any law governing false or deceptive
advertising, sweepstakes, gambling, comparative advertising, or trade disparagement;
is free of any “worm,” “virus,”
malware, or other device or code that could impair or injure any person or any person’s
is not otherwise defamatory, vulgar, or obscene; and
complies with the program requirements set out in section
The Affiliate is generally familiar with the nature of the
Internet and complies with all laws and industry standards.
The Affiliate’s performance under this agreement does
not breach any agreement or obligation between the Affiliate and a third party or violate any
The Affiliate’s collection and use of personal data
does not breach the Affiliate Sites’ privacy policies or violate any law that governs the
Affiliate’s collection and use of personal data, including the GDPR.
The Affiliate has obtained opt-in consent from any EEA,
Swiss, or Canadian individual whose personal data the Affiliate transfers to the Company for that
individual to be contacted by and marketed to by the Company and third parties.
The Affiliate and each Affiliate Site complies with 18 U.S.C. §§ 2257–2257A and the implementing regulations codified at
28 C.F.R. Part 75.
By the Company. The Company states
that the following facts are accurate:
It is duly organized, validly existing, and in good standing
as a limited liability company under the laws of the state of Colorado.
It has the power to enter into this agreement and to perform
its obligations under this agreement.
It owns or has the right to operate the Program.
It owns or has the right to license the Licensed Materials
and the Company Marks.
Neither party will use or disclose to any third party the
other party’s Confidential Information except as necessary for the performance of this
agreement or to enforce this agreement. The confidentiality obligations will not restrict either
party from disclosing Confidential Information of the other party in accordance with a court order
from a court of competent jurisdiction, on condition that the party required to make the disclosure
gives reasonable advance written notice to the other party so that it may contest the order and if
that disclosure is required, only discloses the part of the Confidential Information that its legal
counsel advises is legally required.
Information” consists of (a) any technical information or plans
concerning the Program or any software or other technology of the Company; (b) any financial
information of the other party; (c) other information disclosed by one party to the other party that
is marked as confidential or should reasonably be assumed to be confidential under the
circumstances; and (d) Customer personal data. Confidential Information does not include information
that: (i) is or becomes generally known to the public through no fault of or breach of the receiving
party; (ii) is rightfully known by the receiving party at the time of disclosure without an
obligation of confidentiality; (iii) is independently developed by the receiving party without use
of the disclosing party’s Confidential Information; or (iv) is obtained by the receiving party
rightfully from a third party who has no duty of confidentiality to the disclosing party.
Publicity. The Company may use the
Affiliate’s trade names, trademarks, service marks, or logos in presentations, marketing
materials, affiliate lists, financial reports, website listings of affiliates, or advertisements
without advance written approval. The Affiliate may use the Company Marks solely in connection with
performing under this agreement so long as the Affiliate complies with this agreement.
Nondisparagement. During this
agreement and for two years after its termination, the Affiliate will not take any action that is
intended, or would reasonably be expected, to harm the Company or its reputation or that would
reasonably be expected to lead to unwanted or unfavorable publicity to the Company. But nothing will
prevent the Affiliate from making any truthful statement in connection with any legal proceeding or
investigation by the Company or any government body.
Term and Termination; Survival
Term. This agreement begins on the
Affiliate’s signup and ends when terminated by either party.
Termination. Either party may
terminate this agreement for any reason by giving the other party a written notice of termination.
The Affiliate’s breach of this agreement may result in the Affiliate’s immediate
dismissal from the Program, with no obligation to the Company except to pay for earned commissions
up to the point of termination unless this agreement provides otherwise. The Affiliate will forfeit
all commissions due if the Company terminates the Affiliate from the Program because of the
Affiliate’s fraudulent activity or for any breach of the program requirements set out in
Survival. Any part of this
agreement that imposes an obligation after termination will survive the termination, including all
disclaimers and limitations of liability.
The Company is not making any guarantee of profitability or
about the amount of money the Affiliate will earn through the Program. The Affiliate acknowledges
that past affiliate earnings do not guarantee or suggest similar future earnings.
The Company is not making any warranty—express,
implied, oral, or otherwise—that
the Program or the Licensed Materials will be timely,
uninterrupted, or error-free (whether as a result of technical failure, acts or omissions of third
parties, or other causes) or will operate in combination with any other hardware, software, system,
the Program, the Licensed Materials, or the Company Marks
will be suitable or otherwise meet the Affiliate’s requirements or expectations;
the Program or the Licensed Materials will be accurate or
errors or defects in the Program or the Licensed Materials
will be corrected; or
the servers that make the Program and the Licensed Materials
available are free of viruses and other harmful components.
The Company offers the Program, the Licensed Materials, and
the Company Marks “as is.” The Company is not making any warranty, either express or
implied, including the implied warranty of merchantability, fitness for a particular purpose, and
noninfringement for the Program, the Licensed Materials, and the Company Marks. No advice or
information, whether oral or written, obtained from the Company or elsewhere will create any
warranty not expressly stated in this agreement.
Limit of Liability
The Program or the Licensed Materials may be subject to
limitations, delays, and other problems inherent in the use of the Internet and electronic
communications. The Company is not liable for any delays, delivery failures, or other damage
resulting from those problems.
The Company will not be liable to the Affiliate for any of
Errors, mistakes, or inaccuracies in the Program or the
Content or conduct that is infringing, inaccurate, obscene,
indecent, offensive, threatening, harassing, defamatory, libelous, abusive, invasive of privacy, or
Unauthorized access to or use of the Company’s servers
and any personal or financial information stored in them, including unauthorized access or changes
to the Affiliate’s account, transmissions, or data;
Interruption or cessation of transmission to or from the
Denial-of-service attack (DoS) or distributed
denial-of-service attack (DDoS);
Bugs, viruses, trojan horses, malware, ransomware, or other
disabling code that may be transmitted to or through the Program or the Licensed Materials by any
person or that might infect the Affiliate’s computer or affect the Affiliate’s access to
or use of the Program, the Licensed Materials, or the Affiliate’s other services, hardware, or
Incompatibility between the Program or the Licensed Materials
and the Affiliate’s other services, hardware, or software;
Delays or failures the Affiliate might experience in
starting, conducting, or completing any transmissions to or transactions through or with the Program
or the Licensed Materials; or
Loss or damage incurred because of the use of any content
posted, emailed, sent, or otherwise made available through the Program.
The Company will not be liable to the Affiliate for
breach-of-contract damages that the Company could not reasonably have foreseen on entry into this
agreement. The Company also will not be liable to the Affiliate—regardless of theory of
liability and even if the Affiliate advised the Company of the possibility of these
damages—for any damages for: (a) loss of use; (b) loss of services; (c) loss of profits; (d) loss of revenue; (e) loss of goodwill; (f) loss of contracts; (g) loss of data; (h) loss of privacy; (i) loss of business
or opportunity; or (j) cost of obtaining
substitute services related to the Program, the Licensed Materials, or the Company Marks.
Except as stated in this agreement, neither party will be
liable to the other party for indirect, incidental, special, statutory, exemplary, or punitive
damages arising from or relating to this agreement, regardless of theory of liability and even if
that party knew or should have known of the possibility of these damages, including loss of revenue
or anticipated profits or lost business.
The Company’s total cumulative liability to the
Affiliate for any breach of this agreement will not exceed the greater of the total amount owed to
the Affiliate under this agreement and $250.
Scope of Disclaimers and Limitations. The disclaimers and limits stated in sections 17 and 18 apply to the greatest extent
allowed by law, but no more. The Company does not intend to deprive the Affiliate of any mandatory
protections provided to the Affiliate by law. Because some jurisdictions may prohibit the disclaimer
of some warranties, the limitation of some damages or other matters, one or more of the disclaimers
or limitations might not apply to the Affiliate.
In General. The Affiliate will pay
the Company for any loss of the Company’s that is caused by the Affiliate’s (a) use of
the Program, the Licensed Materials, or the Company Marks; (b) failure to pay taxes in connection
with revenues earned under this agreement; (c) dispute with any Customer, affiliate, or any other
person; (d) breach of this agreement, including any statement of fact in section 12.1; (e)
infringement of any person’s intellectual-property rights, including copyrights and
trademarks; (f) violation of any applicable law; (g) fraudulent or deceptive conduct or trade
practices; or (h) tortious or criminal acts or omissions. But the Affiliate is not required to pay
if the loss was caused by the Company’s intentional misconduct.
Definitions. “Loss” means an amount that the Company is legally
responsible for or pays in any form. Amounts include, for example, a judgment, a settlement, a fine,
damages, injunctive relief, staff compensation, a decrease in property value, and expenses for
defending against a claim for a loss (including fees for legal counsel, expert witnesses, and other
advisers). A loss can be tangible or intangible; can arise from bodily injury, property damage, or
other causes; can be based on tort, breach of contract, or any other theory of recovery; and
includes incidental, direct, and consequential damages. A loss is “caused by” an event if the loss would not have occurred without the event, even if the event is
not a proximate cause of the loss.
Company’s Duty to Notify. The
Company will notify the Affiliate before the 15th business day after the Company knows or should
reasonably have known of a claim for a loss that the Affiliate might be obligated to pay. The
Company’s failure to give the Affiliate timely notice does not terminate the Affiliate’s
obligation, except to the extent that the failure prejudices the Affiliate’s ability to defend
the claim or mitigate losses.
Legal Defense of a Claim. The Company
has control over defending a claim for a loss (including settling it) unless the Company directs the
Affiliate to control the defense. If the Company directs the Affiliate to control the defense, each
of the following applies: (a) the Affiliate may choose and retain legal counsel; (b) the Company may
retain its own legal counsel at its expense; and (c) the Affiliate will not settle any litigation
without the Company’s written consent if the settlement (i) imposes a penalty or limitation on
the Company, (ii) admits the Company’s fault, or (iii) does not fully release the Company from
liability. The Company and the Affiliate will cooperate with each other in good faith on a
No Exclusivity. The Company’s
rights under this section 20 do not affect other rights that the Company might have.
Litigation Election. Either party may elect to litigate the following type of case or controversy: (a) an
action seeking injunctive relief; (b) an action seeking to enforce or protect intellectual-property
rights; (c) a dispute related to claims subject to indemnification under section 20; or (d) a suit
to compel compliance with this dispute resolution provision.
Arbitration. The parties will settle any unresolved dispute arising out of or relating to this
agreement, or the breach of it, by arbitration administered by the American Arbitration Association
under its Commercial Arbitration Rules. The arbitrator, and not any federal, state, or local court
or agency, will have exclusive authority to resolve all disputes arising out of or relating to the
interpretation, applicability, enforceability, or formation of this agreement, including any claim
that any part of this agreement is void or voidable. A single arbitrator will preside over the arbitration. The arbitrator may grant
whatever relief would be available in a court under law or in equity, except that the arbitrator
will not award punitive or exemplary damages, or damages otherwise limited or excluded in this
agreement. The arbitrator will issue a final award on all issues submitted to the arbitrator, which
award must set out findings of fact and conclusions of law. The arbitrator’s award will bind
the parties and may be entered as a judgment in any court of competent jurisdiction. Arbitration
will take place in Denver, Colorado, and the language of the arbitration will be English. The
parties will bear equally the costs of arbitration, including the fees and expenses of the
arbitrator, and each party will bear the costs associated with its case, except the arbitrator will
award costs and fees to the Prevailing Party in accordance with section
Injunctive Relief. The Affiliate
acknowledges that breach by it of its obligations under this agreement could cause irreparable harm
for which damages would be an inadequate remedy. If any breach occurs or is threatened, the Company
may seek an injunction or a restraining order, in each case without posting a bond or other
Jurisdiction and Venue
If a party brings any proceeding authorized under
section 21.1, that party will bring that proceeding only in the United
States District Court for the District of Colorado or in any state court in Denver County, Colorado,
and each party hereby submits to the exclusive jurisdiction and venue of those courts for purposes
of any proceeding.
Each party hereby waives any claim that any proceeding
brought in accordance with section 21.4(a) has been brought in an inconvenient forum or that the
venue of that proceeding is improper.
Recovery of Expenses. In
any proceedings between the parties arising out of this agreement or relating to the subject matter
of this agreement, the Prevailing Party will be entitled to recover from the other party, in
addition to any other relief awarded, all expenses that the Prevailing Party incurs in those
proceedings, including legal fees and expenses. For purposes of this section 21.5,
“Prevailing Party” means, for any
proceedings, the party in whose favor an award is rendered, except that if in those proceedings the
award finds in favor of one party on one or more claims or counterclaims and in favor of the other
party on one or more other claims or counterclaims, neither party will be the Prevailing Party. If
any proceedings are voluntarily dismissed or are dismissed as part of settlement of that dispute,
neither party will be the Prevailing Party in those proceedings.
Jury Trial Waiver. Each party hereby
waives any right to a trial by jury in any proceedings arising out of or related to the subject
matter of this agreement. Either party may enforce this waiver up to and including the first day of
Class Action Waiver. The parties will
conduct all proceedings to resolve a dispute in any forum on an individual basis only. Neither the
Affiliate nor the Company will seek to have any dispute heard as a class action or participate in
any other proceeding in which either party acts or proposes to act in a representative capacity. The
parties will not combine any proceeding with another without the advanced written consent of all
parties to all affected proceedings.
Limited Time to Bring Claims. A party
will not bring a claim arising out of, or related to the subject matter of, this agreement more than
one year after the cause of action first arose. Any claim brought after one year is barred.
Entire Agreement. This agreement and the
Terms-of-Use Agreement constitutes the entire
agreement of the parties concerning the subject matter of this agreement. It supersedes all earlier
written or oral discussions, negotiations, proposals, undertakings, understandings, and agreements
between the parties concerning the subject matter. If any conflict or inconsistent exists between
this agreement and the Terms-of-Use Agreement, this agreement will govern.
Amendment. The Company may change
this agreement on one or more occasions, except that changes will not apply to ongoing disputes or
to disputes arising out of events occurring before the posted changes. The Company will notify the
Affiliate through the affiliate portal of any changes to this agreement. Changes will become
effective when posted in the affiliate portal. It is the Affiliate’s responsibility to check
the affiliate portal periodically for changes to this agreement. If the Affiliate continues to
participate in the Program after any change, the Company will consider the Affiliate’s
continued participation as acceptance of the change unless the Affiliate notifies the Company in
writing of the Affiliate’s disagreement and the reasons for the Affiliate’s disagreement
no later than 15 days after the change. The Company will contact the Affiliate no later than 15 days
after receiving the Affiliate’s written notice to try to reach a mutually amicable resolution.
If the Company is unable to resolve the Affiliate’s disagreement with the changes, the
Affiliate’s sole remedy is to terminate this agreement.
Assignment and Delegation. The Affiliate will not assign any of its rights or delegate any performance under this
agreement, except with the Company’s advance written consent. The Company may assign its
rights or delegate its performances under this agreement without the Affiliate’s consent. Any
purported assignment of rights or delegation of performance in breach of this section 22.3 is
Waivers. The parties may waive any
provision in this agreement only by a writing signed by the party or parties against whom the waiver
is sought to be enforced. No failure or delay in exercising any right or remedy, or in requiring the
satisfaction of any condition, under this agreement, and no act, omission, or course of dealing
between the parties, operate as a waiver or estoppel of any right, remedy, or condition. A waiver
made in writing on one occasion is effective only in that instance and only for the purpose stated.
A waiver once given is not to be construed as a waiver on any future occasion or against any other
parties intend as follows:
that if any provision of this agreement is held to be
unenforceable, then that provision will be modified to the minimum extent necessary to make it
enforceable, unless that modification is not permitted by law, in which case that provision will be
that if modifying or disregarding the unenforceable provision
would result in failure of an essential purpose of this agreement, the entire agreement will be held
that if an unenforceable provision is modified or disregarded
in accordance with this section 22.5, then the rest of the agreement will remain in effect as
that any unenforceable provision will remain as written in
any circumstances other than those in which the provision is held to be unenforceable.
Notices. All notices and other
communications between the parties will be in writing. The Affiliate may send notice to the Company
by email at email@example.com unless a different email address is listed for giving notice. The Company may
notify the Affiliate by email using the email address identified in the Affiliate’s account.
The Company will consider an email notice received by it only when the Company’s server sends
a return message to the Affiliate acknowledging receipt. The Company will consider notices sent to
the Affiliate by email received when the Company’s email service shows transmission to the
Affiliate’s email address. All other notices will be effective on receipt by the party to
which notice is given, or on the fifth day after mailing, whichever occurs first.
Governing Law. Colorado law, without
giving effect to its conflicts of law principles, governs all matters arising out of or relating to
this agreement, including its validity, interpretation, construction, performance, and
If a Force Majeure Event prevents a party from complying with
any one or more obligations under this agreement, that inability will not constitute a breach if (1)
that party uses reasonable efforts to perform those obligations, (2) that party’s inability to
perform those obligations is not due to its failure to (A) take reasonable measures to protect
itself against events or circumstances of the same type as that Force Majeure Event or (B) develop
and keep a reasonable contingency plan to respond to events or circumstances of the same type as
that Force Majeure Event, and (3) that party complies with its obligations under section
For purposes of this agreement, “Force Majeure Event” means, for any party, any event or
circumstance, whether or not foreseeable, that was not caused by that party (other than a strike or
other labor unrest that affects only that party, an increase in prices or other change in general
economic conditions, a change in law, or an event or circumstances that results in that
party’s not having sufficient funds to comply with an obligation to pay money) and any
consequences of that event or circumstance.
If a Force Majeure Event occurs, the
noncomplying party will promptly notify the other party of occurrence of that Force Majeure Event,
its effect on performance, and how long the noncomplying party expects it to last. From then on, the
noncomplying party will update that information as reasonably necessary. During a Force Majeure
Event, the noncomplying party will use reasonable efforts to limit damages to the other party and to
resume its performance under this agreement.
No Third-Party Beneficiaries. This
agreement does not, and the parties do not intend it to, confer any rights or remedies on any person
other than the parties to this agreement.
Relationship of the Parties. The parties
intend that their relationship will be that of independent contractors and not business partners.
This agreement does not, and the parties do not intend it to, create a partnership, joint venture,
agency, franchise, or employment relationship between the parties and the parties expressly disclaim
the existence of any of these relationships between them. Neither of the parties is the agent for
the other, and neither party has the right to bind the other on any agreement with a third
Successors and Assigns. This agreement binds and inures to the benefit of the parties and their respective
successors and assigns. This section 22.11 does not address, directly or indirectly, whether a party
may assign its rights or delegate its obligations under this agreement. Section 22.3 addresses these
Electronic Signatures. The Affiliate
acknowledges that any affirmation, assent, or agreement the Affiliate sends through the affiliate
portal in response to a prompt binds the Affiliate. The Affiliate further acknowledges that when the
Affiliate clicks on an “I agree,” “I consent,” or other similarly worded
“button” or entry field using a finger (for touch enabled devices), mouse, keystroke, or
other device, this action is the legal equivalent of the Affiliate’s handwritten signature and
binds the Affiliate in the same way.
Voluntary Agreement. The parties
acknowledge that they (i) have carefully read this agreement, (ii) discussed it with their attorneys
or other advisors, (iii) understand all the terms, and (iv) will comply with it. The parties have
relied on the advice of their attorneys or other advisors about the terms of this agreement and
waive any claim that the terms should be construed against the drafter.
No Reliance. Each party acknowledges
that in electronically signing this agreement, that party does not rely and has not relied on any
statement by the other party or its agents, except those statements contained in this
Feedback. The Company
encourages the Affiliate to give feedback about the Company, the Program or the Licensed Materials.
But the Company will not treat as confidential any suggestion or idea the Affiliate gives, and
nothing in this agreement will restrict the Company’s right to use, profit from, disclose,
publish, or otherwise exploit any feedback, without payment to the Affiliate.
English Language. The Company has
drafted this agreement in the English language, and no translation into any other language will be
used to interpret or construe this agreement. The Company will provide all services, support,
notices, designations, specifications, and communications in the English language.