NOW, THEREFORE, in consideration for the covenants and payments herein, the
parties agree as follows:
1
Site
Maintenance.
Each party shall be responsible for the development, operation, and maintenance
of its own web site and for all materials that appear on its site, including
but not limited to:
a.
the technical
operation of its site and all related equipment
b.
creating and posting
descriptions on its site and linking those descriptions
d.
ensuring that
materials posted on its site do not violate or infringe upon the rights of any
third party (including, for example, copyrights, trademarks, privacy, or other
personal or proprietary rights)
e.
ensuring that
materials posted on its site are not libelous, obscene, fraudulent or otherwise
illegal
f.
ensuring that its
site accurately and adequately discloses, either through a privacy policy or
otherwise, how it collects, uses, stores, and discloses data collected from
visitors, including, where applicable, that third parties (including
advertisers) may serve content and/or advertisements and collect information
directly from visitors and may place or recognize cookies on visitors'
browsers..
2.
Affiliate
Linking.
Company hereby grants a non-exclusive, non-transferable license to
Affiliate to use the code and/or logo and graphic provided as part of this
Program for linking to
the Company Site
as approved through this Program.
a.
Purchase
Tracking.
Company shall track Affiliate users who access
the Company Site
via the code or link on Affiliate’s site and make a purchase which earns Fees
as set forth in Section
4. Failure by Affiliate to correctly use code or links which track
sales from it’s users may result in problems with accurate payments
hereunder. Please notify Company immediately if you believe that you have
had a problem in this regard.
3.
Program
Participation.
As part of being granted participation in this Program, you agree that you will
not:
a.
directly or indirectly offer any person or entity any consideration or
incentive (including, without limitation, payment of money (including any
rebate), or granting of any discount or other benefit) for using links or
branding on your site to access
the Company Site
(e.g., by implementing any "rewards" program for persons or entities who use
your site to access
the Company Site,
etc.);
b.
post any links or branding on any web site or other platform that is accessible
through any device (an "Internet Access Device") that provides Internet access
but does not present
the Company Site,
or permit users to access and interact with
the Company Site,
in the same manner as a desktop computer (e.g., mobile devices such as cellular
telephones or PDAs that may access only limited or modified versions of the
site);
c.
read, intercept,
record, redirect, interpret, or fill in the contents of any electronic form or
other materials submitted to Company by any person or entity;
d.
in any way modify, redirect, suppress, or substitute the operation of any
button, link, or other interactive feature of
the Company Site;
e.
make any orders requests, or engage in other transactions of any kind on
the Company Site
on behalf of any third party, or authorize, assist, or encourage any other
person or entity to do so;
f.
take any action that
could reasonably cause any confusion to the user as to which website
transactions or actions are occurring; or
g.
except for linking in section
2.a. above, post or serve any advertisements or promotional content
around or in conjunction with the display of
the Company Site
(e.g., through any "framing" technique or technology or pop-up windows), or
assist, authorize, or encourage any third party to take any such action. If we
determine, in Company’s sole discretion, that you have engaged in any of the
foregoing activities, we may (without limiting any other rights or remedies
available to us) withhold any referral fees otherwise payable to you under this
Agreement and/or terminate this Agreement.
4.
Commissions.
Company
shall pay Affiliate commissions based on sales. For the purpose of
this section, "Commission" is defined as a share paid to the Affiliate of first
time or unique user sales received by Company via the Affiliate’s link to
the Company
Site(s).
Company will pay you a Commission for an eligible form sale. For the
purpose of this section, “eligible” is defined as when the user
clicks-through the code or link supplied through this Program from your site to
the Company Site,
and then purchases chat time on our site.
a.
Commissions are calculated in US Dollars according to the following scale:
SecretFriends/Latina SecretFriends Commissions:
-
Up
to $999 in first time/unique/initial user sales per calendar month = 25%
commissions paid to affiliate on those sales.
-
$1000
or more in first time/unique/initial user sales per calendar month
= 35% commissions paid to affiliate on those sales.
-
Note:
We do not send checks on commissions less than $50.
MyCamFriends
Commissions:
5.
Payment
Procedures.
Commissions are calculated in US Dollars. Company shall pay Commissions monthly
for amounts that exceed $50. Payments shall be made via check to
the party and address as indicated on the contact information provided on
signup by Affiliate. Affiliate is responsible for updating such
information in a timely fashion.
6. Warranties.
a.
Affiliate
Warranties.
Affiliate represents and warrants to the Company that (i) it has the requisite
corporate authority to enter into and perform this Agreement, (ii) this
Agreement constitutes a legally binding obligation, enforceable in accordance
with its terms, (iii) its execution and performance under this Agreement shall
not breach any agreements or violate any third party’s rights and shall not
violate any judgment, writ, injunction, or order of any court, arbitrator or
governmental agency; and (iv) no content on its website, nor any element
thereof, shall infringe the copyright, trademark, patent or trade secret rights
of any third party or be subject to any restrictions or to any mortgages,
liens, pledges, security interests, encumbrances or encroachments.
b.
Company
Warranties.
Company represents and warrants to the Affiliate that (i) it has the requisite
corporate authority to enter into and perform this Agreement, (ii) this
Agreement constitutes a legally binding obligation, enforceable in accordance
with its terms, and (iii) its execution and performance under this Agreement
shall not breach any agreements or violate any judgment, writ, injunction, or
order of any court, arbitrator or governmental agency.
c.
No
Other Warranties.
Except as stated in the above Sections 6. a and b respectively,
NEITHER PARTY MAKES ANY OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS
FOR PURPOSE, NON-INFRINGEMENT, OR ANY OTHER IMPLIED OR EXPRESS
WARRANTIES. NEITHER PARTY IS RELYING ON ANY STATEMENT, PROMISE,
REPRESENTATION OR GUARANTEE, EXCEPT AS SET FORTH IN THIS AGREEMENT.
7.
Indemnification.
Affiliate shall indemnify and hold harmless Company, its officers, directors,
employees, sublicenses, contractors and agents from any and all claims, losses,
liabilities, damages, expenses and costs (including attorneys’ fees and court
costs) which result from a breach or alleged breach of any statement (a
“Claim”) set forth in this Agreement, provided that Company gives the Affiliate
written notice of any such Claim and the indemnified party has the right to
participate in the defense of any such Claim at its expense. From the
date of written notice of any such Claim, Company shall have the right to
withhold from any payments due under this Agreement the amount of any defense
costs, plus additional reasonable amounts as security for obligations under
this Section.
8.
Termination
and Term.
Either party may terminate this Agreement without notice. In such an event that
the Company chooses to terminate the Agreement, all monies due to the Affiliate
will be paid as scheduled per this agreement unless it can be proven by the
Company that the Commission in question was generated through fraudulent means
or in violation of this terms of this agreement.
9.
Relationship.
The parties’ relationship does not create a partnership, joint venture, agency
or employer-employee relationship. The Affiliate is not the agent of
Company and is not authorized to make any representation, contract, or
commitment on behalf of Company. Contractor shall be solely responsible
for all tax returns and payments required to be filed with or made to any
federal, state or local tax authority with respect to its receipt of fees under
this Agreement.
10.
Miscellaneous.
Either party may assign this Agreement to any successor in interest who
purchases or through change in control owns greater than fifty percent of the
assets or equity of such entity and agrees in writing to be bound by the terms
and conditions herein; any other assignment shall be void. This Agreement
shall be governed by, enforced under, and construed and interpreted in
accordance with, the laws of The Isle of
Man. reference to conflict of laws principles. Each party
agrees consents to venue and personal
jurisdiction in Douglas, Isle of Man. If any provision of this
Agreement is found by a proper authority to be unenforceable or invalid such
unenforceability or invalidity shall not render this Agreement unenforceable or
invalid as a whole and in such event, such provision shall be changed and
interpreted so as to best accomplish the objectives of such unenforceable or
invalid provision within the limits of applicable law.
This Agreement
constitutes the entire agreement between the parties related to the subject
matter thereof, supersedes any prior or contemporaneous (oral, written or
electronic) agreement between the parties and shall not be changed except by
written agreement signed by an authorized representative of each party.