Terms
Affiliate Program Agreement Please read the following CAREFULLY. This is a legal agreement
("Agreement") between Femorg.com LLC ("Company" "we,"
or "us") and "webmaster/applicant".
The following offer to applicant is subject to all the terms,
conditions, limitations and waivers below. Applicant acknowledges
and agrees that by participating in the Program and to be
bound by all the terms and conditions in this Agreement.
Acceptance of this agreement:
By filling out and submitting the sign-up form, You are agreeing
to be bound by all of the terms, conditions, promises, warranties,
duties and obligations set forth in this Agreement and Company
is agreeing to become a counter-party to the Agreement.
What rights are granted under this agreement:
Subject to the terms and conditions set forth in this Agreement
by Company grants to Webmaster, the following:
The non-exclusive right to direct, refer or send visitors
or users of your website to websites owned, operated or controlled
by Company.
A limited nonexclusive, nontransferable and revocable license
to access, download and use promotional banners, hypertext
links, and other promotional materials created by Company
for use on your website or websites for the exclusive purpose
of advertising, marketing or promoting websites owned, controlled
and/or operated by Company or services provided through Company's
website(s); however, the license herein granted shall automatically
and immediately cease upon the termination or breach of any
term in this agreement.
Applicant Warrants to Company:
In consideration of Company providing program benefits, applicant
agrees and warrant as follows:
That applicant will at no time, or using any materials provided
by company, directly or indirectly display or include on Your
Website any advertising or advertising links of any kind which
promote Company websites or services provide through Company's
websites, other than those advertisements or hypertext ad
links which have been pre-approved by Company, in compliance
with this Agreement, and which advertise Company or other
sites, companies, products or other wide area network addresses
which we designate.
NOTE: COMPANY POLICIES ARE FOR ZERO TOLERANCE FOR SPAMMING.
IF YOU SPAM, YOUR PARTICIPATION IN THE PROGRAM WILL BE TERMINATED,
YOU WILL BE BARRED FROM FUTURE PARTICIPATION IN THE PROGRAM
AND ALL FUNDS OTHERWISE DUE TO YOU WILL BE FORFEITED TO THE
COMPANY: You therefore warrant that You will not use any form
of mass unsolicited electronic mail solicitations, news group
postings, IRC posting or any other form of what is commonly
known as "spamming" as a means of promoting your
website or for the purpose of directing or referring users
to any websites owned, operated or controlled by Company.
You further acknowledge and agree that company has the right
to immediately, and without notice, terminate your participation
in the program if we, in our sole and exclusive judgment,
conclude that you have engaged in the use of any form of mass
unsolicited electronic mail solicitations, news group postings,
password selling or trading, warez, IRC posting or any other
form of "spamming".
That applicant will not copy or reproduce, alter, modify
or change, broadcast, distribute, transmit or disseminate
any banners, hypertext links or other promotional or advertising
materials provided to applicant by company pursuant to this
agreement and the program in whole or in part, in any manner,
at any time anywhere in the world except as authorized by
Company in writing;
That applicant will not, directly or indirectly, by any means,
trick, link or artifice of any manner link any of the following
content or material to any Company website through any hyperlinks
maintained or created on applicants website or websites:
1 Obscene material; including without limitation to any material
depicting bestiality, rape, or torture, scat.
2. Any material which is displayed or transmitted in a way
as to constitute harmful matter or indecent communications
to minors;
3. Any material which constitutes child pornography or matter
which involves depictions of nudity or sexuality by an age
inappropriate-looking performer be the performer real or computer
generated (i.e. someone who looks younger than 18 years of
age), or by a performer who is portrayed or made to appear
to be a person under the age of 18 years of age by virtue
of the script, make-up, demeanor, costuming, setting, etc;
4. Any material, which is threatening, abusive, hateful,
defamatory, libelous, slanderous, scandalous or injurious
to the reputation of any person or entity;
5. Any material which constitutes an infringement, misappropriation
or violation of any person's rights of publicity, privacy
rights or any person's intellectual property rights, including
but not limited to copyrights, trademark and service rights;
This includes photos altered to look like celebrities or other
private persons.
6. Any program, file, data stream or other material which
contains viruses, worms, "Trojan horses" malicious
java script or any other feature, which takes control of a
third parties computer or cpu without their permission. Regardless
whether damage is intended or unintended, which may cause
damage to any computer equipment, loss or corruption of data
or programs or inconvenience to any person;
7. Any material which contains any solicitation for prostitution,
or which promotes or facilitates Adult Websites, Incentive
Based Websites, Warez Websites or the hacking, cracking or
the downloading or trading of unauthorized MP3 audio files
8. Any material not fully in compliance with 18 U.S.C. Sec.
2257 et seq.;
That Applicant shall remain a program participant until applicants
terminate participation in the program by notifying Company
of applicants intent to terminate participation; or applicants
participation in the program is terminated by Company for
any reason; or the program is terminated by Company for any
reason.
That applicant will remain a program participant in good
standing at all times applicant is receiving benefits or are
otherwise participating in the program.
That applicant shall cease to be a participant in good standing
and shall be subject to immediate termination of all benefits
without prior notice if there is a failure to perform under
or breach any part of this Agreement.
That if applicants participation in the program is terminated
for any reason or is not in good standing, changes applicants
website's URL or applicant ceases to offer services on the
Internet, applicant shall immediately and permanently cease
all use of all materials provided by Company and that all
files containing materials provided will be removed from your
website.
That applicant is over the age of eighteen (18) years.
That the person executing this agreement has the authority
and is otherwise is entitled to contract on behalf of the
entity which owns the rights to the your Website.
That you will supply Company with a Federal Tax ID or Social
Security Number when requested, and that the failure to supply
that information will constitute a basis for terminating this
Agreement and for forfeiting any commissions or fees to which
you would otherwise be entitled under this Agreement as liquidated
damages.
That upon termination of this Agreement you will immediately
cease using Company marks and remove any materials supplied
to you by Company or referring to Company, including without
limitation any banner ads, from Your Website.
That all of applicant’s warranties, indemnities and
obligations, which by their nature are designed to survive
termination, shall extend beyond the termination of this Agreement.
Limitations Of Your Participation In The Program:
You acknowledge and agree to the following limitations:
Only persons over the age of eighteen (18) years may participate
in the program.
Company shall at all times have the right, in its sole and
exclusive discretion, to modify and/or terminate the Program
and any and all program benefits associated with Program at
any time, and may do so with or without prior notice or cause.
Company has the right to terminate applicants and any other
person's participation in the Program at any time and may
do so with or without prior notice or cause.
This agreement and the rights under it are not transferable
and may only be used by applicant in association with participation
in the program.
All Program Benefits materials, including, without limitation,
all advertising banners, hypertext links, photographic materials,
recordings, video, sound, and any other form of intellectual
property provided to You by Company as part of this Program
shall remain the property of Company and may not be copied
or reproduced, altered, modified or changed, broadcast, distributed,
transmitted or disseminated, sold or offered for sale in any
manner, at any time anywhere in the World except as expressly
authorized by Company in writing.
Nothing herein shall be construed as a grant or assignment
of any rights in any intellectual property owned by Company,
including, without limitation, any of its trademarks or service
marks.
A "referral" from Your Website which entitles You
to a "referral fee" shall be defined as follows:
(i) A person who has been directed to a website controlled
or operated by Company through the use of a banner ad or hypertext
link supplied by Company as part of the Program (hereinafter
referred to as "Authorized Link") that resides on
your website and which automatically connects any person who
clicks on said Authorized Link to a Company website; and
(ii) A person who, after having been directed to a website
owned or operated by Company through the use of an Authorized
Link, clicks through to an Advertiser listed on Company's
website (hereafter defined as a "unique click-through
to an Advertiser").
You acknowledge and agree that Company shall have the right
to deny or withhold payment from applicant and to terminate
applicant from the program if the Company determines that
applicant has directly or indirectly engaged in, or encouraged
fraudulent activity.
You further acknowledge and agree that Company shall have
the right, in its sole and exclusive judgment, to determine
what constitutes fraudulent activity and whether conduct,
directly or indirectly constituted or encouraged fraudulent
activity. The Company's determination that fraudulent activity
has or is occurring shall be conclusive as to that issue.
You acknowledge and agree that Company shall have the right
to terminate the program at any time, for any reason, or for
no reason at all, in its sole and absolute discretion.
All referral fees due and payable hereunder shall be payable
in United States Dollars.
The referral fees payable as part of the Program shall be
listed at the link located at Company’s website, and
Company reserves the right, in its sole and exclusive discretion,
at any time to alter or modify the Program including the method
and terms of all payment benefits to Participants. Any changes
posted link set forth above shall be binding upon all participants
immediately upon posting said changes at that link by Company.
It is Applicants sole obligation to check the link to determine
if there have been any changes in the Program. If Company
has changed the terms of this agreement and Applicant disagrees
with such than Applicant is excluded from program.
No Joint Or Collaborative Venture; No Monitoring Or Control
Of Your Content By Us:
Nothing in this Agreement is intended by Company to create
or constitute a joint or collaborative venture or partnership
of any kind between Company and Applicant agree that nothing
in this Agreement be construed as constituting or creating
any agency, employment relationship, joint or collaborative
venture or partnership between Applicant and Company its employees,
agents or assigns.
You acknowledge and agree that we shall have no control nor
ownership interests of any kind in applicants business or
Website.
You acknowledge and agree that You shall have no financial
or other interest in Company or any property owned by Company,
its affiliates, agents, successors or assigns.
You acknowledge and agree that the relationship with Company
shall be restricted to matters pertaining to the Program exclusively
and shall be governed entirely by the terms and conditions
of this Agreement.
You acknowledge and agree that Company has no direct or indirect
control over the content of performances or services, the
manner of performances or services, or the time or duration
of provision of performances or services by Applicant, at
or in association with your Website except as specifically
set forth in this Agreement.
You further acknowledge that neither Company nor any employee,
associate, agent, assign or successor of Company shall exert
or provide any direct or indirect control over, monitoring
of, supervision of, prior approval of, or review of the content
appearing or otherwise distributed on, at or in association
with your Website, and that applicant shall be solely responsible
for any legal liabilities or consequences resulting from the
dissemination of that content on or through your Website.
Company makes no guarantees or warranties of any kind:
You acknowledge and agree that Company makes no guaranties
or warranties of any kind with respect to the Program or materials
provided by, through or in association with the Program, and
all materials are provided to you "as is", and that
use of Program and associated materials, including, without
limitation is solely at your risk. Company disclaims all warranties,
either express or implied including, but not limited to, express
or implied warranties of merchantability and fitness for a
particular purpose, with regard to the Program and any and
all materials of every kind supplied to as part of this Program.
Company Limited Liability and Liquidated Damages :
You acknowledge and agree that under no circumstances shall
Company, its employees, independent contractors, authors,
agents, representatives, assigns and successors be liable
to applicant, or any other person or entity, for any direct
or indirect losses, injuries or incidental or consequential
damages of any kind (INCLUDING, WITHOUT LIMITATION, DAMAGES
FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS
OF BUSINESS INFORMATION, OR OTHER INCIDENTAL OR CONSEQUENTIAL
DAMAGES OR ANY OTHER PECUNIARY LOSS) with regard to any link
to any Company website, or arising from or in connection with
the use of the Program materials, or due to any mistakes,
omissions, delays, errors, interruptions in the transmission,
or receipt of Company' services, content or Program materials,
including without limitation any losses due to serve problems
or due to incorrect placement of HTML or other programming
languages.
Notwithstanding the foregoing express limitations of liability,
you acknowledge and agree that should Company, its officers,
employees, successors, or assigns be held liable for damages,
injuries or losses of any kind, directly or indirectly resulting
from participation in the program, that the aggregate liability
arising with respect to and under this Agreement and the Program
for any and all claims, injuries, damages or losses will not
exceed the total referral fees paid or payable to you under
this Agreement.
No Representations Of Success Or Profitability:
You hereby confirm and acknowledge that you have unilaterally
decided to enter an Internet service business and acknowledge
that it is a high-risk business. You further confirm, acknowledge
and expressly agree that neither Company, any agent or representative
of Company, nor any other person has at any time in the past,
represented to You or has otherwise directly or indirectly
communicated in any manner to You any guarantee, reassurance
or any other communication of any kind regarding:
1. the potential profitability or likelihood of success of
your participation in the Program as set forth in this Agreement
or otherwise;
2. the possibility or likelihood that use of any products
and/or services provided by Company pursuant to this Agreement
can or will result in the recoupment of any funds expended
by You for the promotion of Your Website or any other purpose;
or
3. the existence, nonexistence, size or any other characteristics
of any market for any products or services which involve Your
participation in the Program pursuant to this Agreement.
4. Applicant agrees that such program is not a franchise or
other business opportunity and agrees that such program does
not fall within any such act or law. Specifically, these terms
and conditions are not by their definition an offer or business
opportunity. You further expressly agree not to raise any
claim of any kind against Company and you agree to hold Company
harmless from any claim of loss to you directly or indirectly
resulting from your decision to participate in the Program
pursuant to this Agreement.
No Monitoring Or Supervision Provided By Us
We shall not monitor, supervise or review, and shall not be
responsible for any content appearing or otherwise distributed
on, at or in association with Your Website except for that
content which is supplied to You by Us, provided that said
content supplied to You by Us has not be altered or modified
by You or any other party.
Term And Termination Of Agreement
You acknowledge and agree that the term of this Agreement
is at will and will begin upon Company's acceptance of your
Affiliate application and will end when terminated by either
party. Either you or Company may terminate this Agreement
at any time, with or without cause, by giving the other party
written notice of termination.
In the event that this Agreement or Program is terminated,
you shall be entitled to all unpaid commissions or referral
fees earned by you prior to the date and hour of termination.
However, You shall not be entitled to receive any commissions
or referral fees for any "referrals" delivered or
received by Company after the date and time of termination.
Entire Agreement; Modification; Assignment
This Agreement constitutes the entire agreement between Applicant
and Company with respect to the subject matter hereof, and
supersedes and cancels all other prior agreements, discussion,
or representations, whether written or oral.
You agree that Company may at any time, in its sole and exclusive
discretion, modify the type and quality of benefits provided
to you under this Agreement by posting a change notice or
a new agreement on this site. Modifications may include, for
example, changes in the scope of available referral fees,
fee schedules, payment procedures and Program rules. IF ANY
MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS
TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION
IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR
NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE
OF THE CHANGE.
Applicant acknowledges and agree that the failure of Company
to enforce any of the specific provisions of this Agreement
shall not preclude any other or further enforcement of such
provision(s) or the exercise of any other right hereunder.
Applicant agrees that all promises, obligations, duties and
warranties made by applicant in this Agreement are personal
to applicant and that neither they nor any benefits hereunder
may be assigned by applicant to any other person or entity.
You agree that Company may at any time, and without prior
notice to you, freely assign all or part of its duties, obligations
and benefits hereunder.
Arbitration; Choice of Law
Any and all disputes as to the interpretation of or any performance
under this Agreement which are not first resolved informally,
shall be determined by binding arbitration in:
Rules of the American Arbitration Association shall apply.
The final award in any such arbitration proceeding shall be
subject to entry as a judgment by any court of competent jurisdiction,
provided that such judgment does not conflict with the terms
and provisions hereof. The jurisdiction of the arbiter (or
arbiters) with respect to legal matters shall be limited only
by the statutory and common law of the
State of Maryland and the United States.
This Agreement is executed in and all its provisions shall
be governed by and construed according to the laws and judicial
decisions of the State of Maryland and the United States when applicable.
All Provisions Of This Agreement Not Deemed Unenforceable
Shall Survive Any Unenforceable Provisions In case any one
or more of the provisions contained in this Agreement shall
for any reason be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision hereof, and this Agreement
shall be construed as if such invalid, illegal or unenforceable
provision(s) had never been included. The invalidity or unenforceability
of any provision of this Agreement shall not affect the validity
or enforceability of any other provision.
This Agreement Shall Be Deemed To Be Mutually Drafted for
purposes of construction of this Agreement, both Company and
You shall be deemed to have mutually drafted this Agreement
and all parts thereof.
Review By Your Attorney
We strongly advise that you review this Agreement with Your
attorney before you enter into it. You acknowledge and agree
that nothing herein and no statement by us or any employee,
representative, agent or other person associated with us has
in any way prevented or inhibited You in any way from seeking
such advice prior to entering into this Agreement. You hereby
acknowledge and agree that the terms of this Agreement are
reasonable and fair; all terms have been fully disclosed in
writing, and that you have been given a reasonable chance
to seek advice of independent counsel with respect to this
Agreement and all transactions associated herewith.
Acceptance And Execution Of This Agreement
By filling out and submitting the sign-up form, You are agreeing
to be bound by all of the terms, conditions, promises, warranties,
duties and obligations set forth in this Agreement and Company
is agreeing to become a counter-party to the Agreement. The
date of execution shall be the date on which the form is forwarded
to Company |