CONDITIONS OF SERVICE
Effective Date: 06/2009
Affiliate Program – the program owned by a 3rd party available to join as a joint venture partner via www. DivineAff. com
Shamim IT Ltd. – the owner from the DivineAff affiliate program
DivineAff – our internet based platform used for affiliates as well as advertisers
Partners – third party proprietors or authorized operators of Program Internet sites
Program Web Sites – websites in our Partners featured and distributed around you through DivineAff and the actual Affiliate Programs associated therein
This Affiliate Program Operating Agreement (the “Agreement”) is created and entered into by as well as between (1) Shamim IT Ltd. CPA System (“we” or “Company” or “Us”), owner of DivineAff and (2) a person, (“you” or “Affiliate”) the person or party submitting a credit card applicatoin to join DivineAff. The conditions and terms contained in this Agreement affect your participation in the Affiliate marketer Programs offered via DivineAff as well as your use of DivineAff. Each Affiliate Program is operated by a 3rd party Partner, and links may be provided to particular websites of this Partner and their respective Affiliate Program available to you via DivineAff, as well as additional terms and policies of such Partners that are expressly incorporated herein. By submitting a credit card applicatoin to join DivineAff and/or accessing/using DivineAff, you expressly consent to all the conditions and terms of this Agreement.
A. THE ACTUAL DivineAff AFFILIATE PROGRAM PARTICIPATION
A2 Affiliate Application and Account Development
(a) You must submit a credit card applicatoin via DivineAff. com. You must accurately complete the applying to become an affiliate (and supply us with future updates) and never use any aliases or other way to mask your true identity or even contact information. You agree to update such information as so when required or requested, and you agree that the account is for your sole use and also you shall not allow any other person or party to make use of your account, nor shall you take advantage of any other person or party’s accounts.
(b) If you are a person and not a trading organization, in order to enroll and participate being an affiliate, you must be over 18 (18) years of age and/or older than majority if residing and/or doing business in states, provinces or countries where age majority is greater than eighteen (18) years old.
(c) Your participation in using DivineAff is subject to the approval. We reserve the to reject your application for any kind of reason, including but not limited by the reason that we think your traffic sources or promotional methods are unsuitable for that Affiliate Programs, or if we suspect you might breach this Agreement.
(d) If you’re, or we believe you to become based in, or otherwise connected to the following countries, your application is going to be automatically rejected: Angola, Albania, Burundi, Benin, Burkina Faso, Bangladesh, Bolivia, Brunei, Botswana, Main African Republic, Chile, Côte d’Ivoire, Cameroon, Congo, Congo, Comoros, Cape Verde, Djibouti, Dominican Republic, Algeria, Ecuador, Egypt, Eritrea, Ethiopia, Gabon, Ghana, Guinea, Gambia, Guinea-Bissau, Equatorial Guinea, Guyana, Philippines, India, Kenya, Cambodia, Lao, Liberia, Libya, Lesotho, Morocco, Madagascar, Mali, Myanmar, Mozambique, Mauritania, Mauritius, Malawi, Malaysia, Namibia, Pakistan, Peru, Philippines, Paraguay, Rwanda, Sudan, Senegal, Sierra Leone, Somalia, Southern Sudan, Sao Tome, Swaziland, Seychelles, Chad, Togo, Tunisia, Poultry, Tanzania, Uganda, Saint Vincent, Vietnam, Zimbabwe.
(e) As described fully with this Agreement below, we reserve the best to suspend or terminate your use of DivineAff, or any Affiliate Plan therein, at any time for just about any reason.
(f) If your software is accepted, we will offer you login details for your Affiliate marketer Account. Upon first logging into your Affiliate Account, you will change its password and make sure that all data contained in your own Account is accurate and current.
(g) Once approved, we will provide you with the relevant Affiliate Program graphic and textual links towards the Program Web Sites and/or additional creative materials (collectively, the “Links”) which you might display on web sites possessed or controlled by you, in emails sent by you and clearly recognized as coming from you and within online advertisements (collectively, “Media”). The Links will serve to recognize you as a member of the Affiliate Program and will begin a link from your Media towards the Program Web Site.
A2 YOUR OWN WARRANTIES
In addition to every other warranties or representations made through you under this Agreement, by submitting a credit card application, and by using your Affiliate marketer Account you expressly warrant which:
- all information contained in the application and Affiliate Account is total and accurate, and up up to now;
- you are not based in the Prohibited Territories, nor do you’ve any personal or commercial connections to anyone or party based in the actual Prohibited Territories;
- you have full capacity and authority to enter this binding Agreement with respect to yourself or any legal entity which you claim to act with respect to;
- if you are an affiliate marketer network, that you have bound your affiliates towards the same conditions and restrictions when you are bound to under this Contract.
- you will keep the sign in data for your Account all the time strictly confidential and will not share these records with any other party or even person. You agree that you’ll remain fully liable for just about all activity conducted through your Accounts. You must promptly inform all of us of any theft of or unauthorized utilization of your login data.
B. OBLIGATIONS AND COMMISSIONS
Subject to our acceptance of you being an affiliate and your continued compliance with the conditions and terms of this Agreement:
- B1. We can pay Affiliate for each Qualified Motion (the “Commission”). A “Qualified Action” means a person person who (i) accesses this program Web Site via the Hyperlink, where the Link is the final link to the Program Site, (ii) is not a pc generated user, such as the robot, spider, computer script or even other automated, artificial or fraudulent solution to appear like an individual, actual live person, (iii) is not using pre-populated fields (iv) completes all the information required for such action within the timeframe allowed by us and/or Partners and (v) isn’t later determined by us and/or Partners to become fraudulent, incomplete, unqualified or a duplicate (vi) doesn’t later request a refund or even initiate a chargeback or change a payment. In addition, we might reject an action which isn’t a lead or sale in the country of origin. We reserve the right to reject any action that is not a Qualified Action below this Agreement as amended every once in awhile. On Pay Per Lead program you have to earn $1000 per month. Otherwise we reserve the best to switch your account to pay for Per Sale program. For all Affiliate Programs in which the payable action is a purchase (i. e. Pay Per Sale) We reserve the best upon the Partner’s request to complete the following: if an Affiliate is taken care of a given Qualified Action however the respective sale is refunded afterwards the commission amount taken care of this Action can be subtracted from any future commission because of the Affiliate. Please note that if a finish user subscribes using a prepaid credit card that cannot be rebilled you’ll receive the exact amount of the payment, not the default Spend Per Sale.
- B2. We can pay you any Commissions on Net30 foundation, provided that your account happens to be greater than $500 (or $3000 for those who have chosen to be paid through bank transfer) (each being “Minimum Balance”). We can consider weekly payments if the commission is greater than $1500 per week (or $3000 for those who have chosen to be paid by bank transfer) on the permanent basis subject to agreement together with your account manager. If you have not arrived at the given limit ($1500 ) at least one time, your payment plan will be downgraded and will also be paid on Net30 basis rather than a weekly one. In order to change to weekly-basis payments again you need to reach the given limit 5 (five) weeks inside a row. Such consequence will upgrade you to definitely weekly payments again. For obligations exceeding $3000, liability for all bank transaction fees is going to be shared equally by you as well as us. Accounts with a balance of under the Minimum Balance will roll over to another month, and will continue to roll over monthly before Minimum Balance is reached. We reserve the right to charge back for your requirements any previously paid Qualified Actions which are later determined to have not met the requirements to become a Qualified Action. You as a joint venture partner are an independent contractor and also the relationship between the Company and also you is not one of work relationship. You are solely responsible for just about any taxes or social security costs due due to any payments received from the organization. You understand and agree which, if at any time we believe your account may be compromised, or this Agreement may be, or may have been breached, we reserve the best to withhold making any payment for you until such time as we now have concluded our investigation and you accept fully co-operate with any investigation at the own cost including providing all required identification documents along with other documents if so requested. Your failure to promptly comply with any notification can lead to your payments being delayed. We may withhold your final payment for any reasonable period of time to make certain that the total commission is calculated accurately and also the correct amount is paid
- B3. Payment for Commissions depends upon Partners providing such funds in order to us, and therefore, you agree that people shall only be liable for you for Commissions to the extent that such funds in the Partners have been received. You hereby release us through any claim for Commissions if such funds in the Partners have not been obtained
- B4. All Commissions will end up being paid in USD, EUR or even GBP, depending on which currency you chose when designing your account. All payments in another currency to everything you have chosen to be compensated in, such currency will be changed into your account`s currency prior to our exchange rate policies and procedures based on http: //www. xe. com/currencytables/ rate of currency through the date of Qualified Action.
- B5. We shall automatically generate an invoice for you for all Commissions payable below this Agreement and shall remit payment for you based upon that invoice. All tracking of Links as well as determinations of Qualified Actions and Commissions will be made by us in the sole discretion. In the event that you intend to dispute in good faith any part of an invoice, you must submit that dispute to us on paper and in sufficient detail within thirty (30) days from the date on the invoice. If you don’t dispute the invoice as established herein, then you agree it irrevocably waives any claims based on that invoice. All payments are made only based on statistics in our tracking program. Any disputes on statistics is going to be considered by our team associated with affiliate managers.
- B6. If you’ve an outstanding balance due in order to us under this Agreement or every other agreement between the you as well as us, whether or not associated with the Affiliate Program or your own Affiliate Account, you agree that people may offset any such amounts because of us from amounts payable for you under this Agreement.
- B7. Referral Commissions are accrued on each payment transaction for every referred billable account as 5% from the transaction for the first 6 months on that particular account or until it’s closed, whichever comes earlier. New accounts are thought referred by you if they register through your referral link. With regard to payment terms – see stage B2. For the payment your Referral Commission is going to be added to the regular Commissions and processed in a single invoice if not agreed in a different way.
- B8. Wrong, incorrect or out-of-date payment details for commission payments supplied by you oblige us to spend bank fees/charges for return from the commission paid to the incorrect payment account. If you supply us with wrong, incorrect and/or out-of-date repayment details, We reserve the to charge you with an extra sum (hereinafter – Fine) whenever effecting payment of commission for you after such violations. The Fines are applied the following:
1) You provided us along with wrong, incorrect and/or out-of-date repayment details;
2) Your payment particulars were changed without timely caution Us/your personal manager;
3) Your own payment details were changed unforeseen (you warned your manager following payment was sent etc. );
4) Other situations where we incur additional expenses because of your fault.
The amount of Fine we will ask you for with depends on the quantity of the invoice and varies the following:
Invoices up to 5k – Fine of fifty dollars or equivalent in currency associated with payment
Invoices from 5k in order to 10k – Fine of dollar 100 or equivalent in foreign currency of payment
Invoices above 10k – the quantity of Fine is a subject in order to each individual case but no less than $ 200 or equivalent within currency of payment.
- B9. We reserve the right to not pay the commission earned by a joint venture partner (to reset the balance) or close the account at our very own discretion in the following instances:
1) If an affiliate does not provide the correct payment particulars in affiliate’s profile or in the event that affiliate, by any reason, fails to claim the earned commission after expiration of 1 (1) year period as soon as of reaching the minimum add up to be paid ($ 1, 000 or $ 500) with respect to the payment method;
2) If within six (6) months as soon as of the first paid motion (the entered lead) affiliate didn’t reach the minimum of $ 1000 (or $3000 for those who have chosen to be paid through bank transfer) or $ 500 (depending about the payment method).
C. AFFILIATE RESPONSIBILITIES
C1 In addition to every other warranties or undertakings within this particular Agreement, you expressly accept, understand and accept the following obligations, by warranting as well as representing in good faith in order to us that:
(a) You have sole responsibility for that development, operation, and maintenance associated with, and all content on or associated with, your Media. You warrant that all materials posted in your Media or otherwise used regarding the any Affiliate Program (i) aren’t illegal, (ii) do not infringe on the intellectual property or personal rights of any 3rd party and (iii) do not contain or connect to any material which is dangerous, threatening, defamatory, obscene, sexually specific, harassing, promotes violence, promotes discrimination (whether depending on sex, religion, race, ethnicity, nationality, impairment or age), promotes illegal actions (such as gambling), contains profanity or else contains materials that we or even any Partner (acting through all of us or directly) informs you it considers to be unacceptable, or damaging towards the reputation of us, or any Partner acting within our sole discretion (collectively, “Prohibited Content”).
(b) You won’t make any representations, warranties or even other statements concerning us, DivineAff, Companions, Program Websites or any of respective services or products offered by us or Companions, except as expressly authorized thus.
(c) Your Media does not really copy or resemble the feel and look of DivineAff or any Program Site or create the impression that the Media is endorsed by all of us or any Partner, without earlier written permission.
(d) You will adhere to all (i) obligations, requirements as well as restrictions under this Agreement (ii) laws and regulations, rules and regulations as they connect with you performance of your responsibilities hereunder, your business, your involvement in DivineAff and Affiliate Applications, your Media or your utilization of the Links (iii) the conditions, conditions, guidelines and policies of any 3rd party services used by you regarding the the Affiliate Program, including although not limited to, email providers, social network services and ad networks.
(e) You won’t ever place Program Web Site advertisements or Media on any on the internet auction platform (i. e. auction web sites, Amazon, etc).
C3 The following additional program-specific terms shall affect any promotional programs set on below:
C3. 1. Email Strategies:
(a) Advertising through the utilization of e-mail or links within e-mail is actually strictly prohibited. Shamim IT Ltd. reserves the right to instantly suspend and/or terminate your Accounts without further notice or pay if it’s discovered that you (or someone acting for you, directly or indirectly) has dishonored this rule. If you want to promote any of Program Web sites by e-mail please send the request to affiliates@DivineAff. com.
Any e-mail marketing which is not previously authorized by us, including spamming of any sort and violation of the applicable rules and regulations can lead to an immediate ban from DivineAff as well as Program Websites without pay.
(b) For those approved email campaigns, you should download the “Suppression List” DivineAff. You undertake to filter your own email list by removing any entries appearing about the Suppression List and will only send emails towards the remaining addresses on your e-mail list. We will provide an opt-out method in most Links, however, if any opt-out requests come straight to you, you shall immediately forward these phones us at [email protected]. All of your emails containing the Links might not include any content other compared to Links, except as required through applicable law.
(c) You understand and take that failure to download the actual Suppression List and remove all emails in the database before mailing may lead to Commission withholdings, removal or suspension from all or the main Affiliate Program(s) and/or DivineAff, possible legal action and every other rights or remedies available in order to us or Partners pursuant for this Agreement or otherwise. You warrant that you’ll not mail or market in order to any suppression files generated via DivineAff, and that doing so may lead to Commission withholdings, removal or suspension in the Affiliate Program(s) and/or DivineAff, possible legal action and every other rights or remedies available in order to us or Partners pursuant for this Agreement or otherwise.
C3. 2 Promotional initiatives
(a) No Links can seem to be associated with or be added to chat rooms or bulletin planks unless otherwise expressly agreed through Product owners through DivineAff. No chat traffic advertisements ought to be used by you during the actual campaigns. Any pop-ups/pop-unders used for that Affiliate Program shall be clearly recognized as Affiliate served in the title bar from the window and any client-side ad serving software utilized by You shall only have been installed with an end-user’s computer if the function from the software is clearly disclosed to end-users just before installation, the installation is pursuant for an affirmatively accepted and plain-English consumer license agreement and the software be easily removed based on generally accepted methods.
(b) When any campaign contains a Limit (meaning a maximum payout for each campaign, or maximum number associated with clicks/leads/sales accepted per campaign ), you confirm and agree that every actions exceeding this Cap won’t qualify for payment to a person. You are solely responsible with regard to monitoring any Cap.
C3. 3 CPA System Campaigns.
For all Affiliate’s that maintain their very own affiliate networks, You agree to put the Links in its affiliate marketer network (the “Network”) for entry and use by those affiliate marketers in Affiliate’s Network (each the “Third Party Affiliate”). You agree that it will expressly forbid any 3rd party Affiliate to modify the Links by any means. You agree to maintain its Network based on the highest industry standards. You shall not permit any party to become a Third Party You whose site or business model involves content material containing Prohibited Content. All 3rd party Affiliates must be in good standing along with you. You must require and make sure all Third Party Affiliates affirmatively take, through verifiable means, this Agreement just before obtaining access to the Hyperlinks. You shall promptly terminate any 3rd party Affiliate who takes, or could reasonably be anticipated to take, any action that violates the conditions and terms of this Agreement. In the event that possibly party suspects any wrongdoing with a Third Party Affiliate with regards to the Links, You shall promptly disclose in order to DivineAff the identity and contact information for such 3rd party Affiliate. Affiliate shall promptly remove any 3rd party Affiliate from the Affiliate Program and terminate their use of future offers operated by DivineAff within the Network upon written notice through DivineAff. Unless DivineAff has been supplied with all truthful and complete contact information for a 3rd party Affiliate and such Third Celebration Affiliate has affirmatively accepted this particular Agreement as recorded by DivineAff, You shall remain responsible for all acts or omissions of any 3rd party Affiliate.
C3. 4 Social system usage.
You or any party acting for you, directly or indirectly is strictly prohibited from using social network sites including but not limited by Twitter, Facebook, Instagram and other internet sites to promote any Program Internet sites. If it is suspected that any leads happen to be earned via such social stations, and a breach of this clause may be committed, You will not be taken care of such leads.
C4 Mobile products and traffic
(a) Desktop and tablet devices traffic is accepted just for web landing pages.
(b) Android and iOS products (excluding tablets) traffic is accepted just for mobile landing pages.
(c) ipod itouch, iPad and BlackBerry devices tend to be prohibited for mobile landing webpages. The list of unacceptable devices is updated regularly and can be provided by an AM in your request. It is your responsibility to ensure you check the latest guidelines and restrictions together with your AM prior to launching the campaign.
C4. 1 You or any party acting for you, directly or indirectly is strictly prohibited from using cell phone numbers to promote any Program Internet sites. If it is suspected that any leads happen to be earned via such social stations, and a breach of this clause may be committed, You will not be taken care of such leads.
C5 Private Applications
(a) You must obtain authorization from our affiliate managers just before launching any private program.
(b) Active private campaigns ought to be paused within 48 hours (including weekends) on AM request. The commissions for all prospects received after that term won’t be counted as due to be taken care of.
C5. 1 You must obtain authorization from our affiliate managers just before launching any private program.
C5. 2 You mustn’t re-launch any private program that’s been paused for more than 5 diary days, without affiliate manager’s authorization.
C5. 3 Once you’ve got the actual Links from your AM you have to start the campaign within per week. If you have not began the campaign, within one-week phrase, such campaign is considered not valid and you have to confirm the Links and re-request the permission to launch traffic once again.
Except as otherwise provided with this Agreement or with Our permission, you agree that all info, including, without limitation, the terms of the Agreement, business and financial info, customer and vendor lists, as well as pricing and sales information, concerning us or any in our affiliates provided by or with respect to any of them shall stay strictly confidential and secret as well as shall not be utilized, straight or indirectly, by you for just about any purpose other than your participation within the Affiliate Program, except and solely towards the extent that any such information is usually known or available to the general public through a source other compared to you. You shall not use any information from the Affiliate Program to create, enhance or operate a service that competes using the Affiliate Program, or assist another party to complete the same.
E. LIMITED PERMIT & INTELLECTUAL PROPERTY
- E1. You aren’t allowed to modify the organization or Program Web Sites’ logos in a shape or form. Should you intend to obtain a copy of a particular size/format, you can send your own request by email.
- E2. You aren’t allowed to register any domains which are identical to or much like our Partners’ brands and images, both registered marks and unregistered represents.
- E3. You are specifically prohibited from creating negative sites to be able to drive traffic to Program Internet sites provided by DivineAff.
- E4. Any utilization of our Partners’ trademarks, registered as well as unregistered is prohibited without their own preliminary express permission.
- E5. You aren’t allowed to copy or “lift” text or photos or every other content from other websites without having such websites owners/operators written authorization. If you would like to make use of some copy to promote such content and also have found some useful information upon such sites, we ask you to definitely thoroughly re-phrase the texts. Failure to do this can result in rejection in the affiliate program.
- E6. It is prohibited to make use of any text ads created through You yourself (or any 3rd party directly or indirectly associated along with You) unless the creatives happen to be approved by DivineAff affiliate group.
- E7. It is prohibited to post any information that doesn’t correspond to the authentic data concerning the services offered by Program Internet sites and may affect the Company’s reputation or be considered a reason for customer complaints (Example: ‘Limited period offer’/’offer Expires: today’s_date’ / ‘Free Chatroom’ / or every other paid features available for High quality members only)
- E8. You tend to be prohibited from using any grownup, pornographic, sexually explicit or otherwise offensive content to advertise android and iOS applications run by DivineAff. Any trademarks associated with Google, Apple companies and their subsidiaries including although not limited to Google Play and iTunes are prohibited to become used on any adult, pornographic, sexually specific or offensive creatives and marketing pages.
- E9. It is prohibited to abuse any 3rd party copyright or trademarks. If we notice any affiliate breaching this provision and therefore are contacted by the third party whose rights happen to be infringed, we shall provide that third party with every assistance they require to go after a claim against you.
- E10. We grant a nonexclusive, nontransferable, revocable right to use the Links and also to access Program Web Sites through the Links solely prior to the terms of this Contract, for the sole purpose of identifying your Media like a participant in the Affiliate Plan and assisting in increasing sales with the Program Web Site. You might not alter, modify, manipulate or create derivative works from the Links or any graphics, innovative, copy or other materials provided by DivineAff by any means. You are only entitled to make use of the Links to the extent that you’re a member in good standing from the Affiliate Program. We may revoke your license anytime giving you written notice. Except because expressly stated herein, nothing with this Agreement is intended to give you any rights to some of Partners’ trademarks, service marks, copyrights, patents or trade secrets exclusively supplied by DivineAff
- E11. You agree that DivineAff could use any suggestion, comment or recommendation you decide to provide to DivineAff without payment.
- E12. All rights not expressly granted with this Agreement are reserved by DivineAff.
- F1. This Agreement shall commence about the date of our approval of the Affiliate Program application and will continue thereafter until terminated because provided herein.
- F2. You may terminate your involvement in the Affiliate Program anytime by removing all Links out of your Media, deleting all copies from the Links.
- F3. We may terminate your participation in a number of offers provided by DivineAff or this Agreement anytime and for any reason that we deem appropriate with or without prior notice for you by disabling the Links or offering you a written notice.
- F4. We reserve the right to terminate your account if it’s idle for two months or even more.
F5 Consequences of termination:
- (a) Upon termination of your participation in a number of Offers provided by DivineAff or this Agreement for just about any reason, you will immediately cease all utilization of and delete all Links, in addition all DivineAff intellectual property, and will cease representing yourself like a DivineAff CPA Network for such a number of offers.
- (b) All rights in order to validly accrued payments, causes associated with action and any provisions, which by their terms are meant to survive termination, shall survive any kind of termination. However, if this Agreement is terminated by us since you have breached, threatened to break, or we believe you are planning to breach this Agreement, you aren’t eligible to receive any Profits, even if Commission had otherwise been properly because of you as at the day of termination.
G. AFFILIATE DENIALS
We fully reserve all in our rights to suspend your accounts or terminate your account as provided herein for just about any reason, including but not limited by:
- a) Our terms and conditions happen to be breached
- b) Our Partners’ PPC Guidelines and Email Policy haven’t been properly followed
- c) Your site has been using our partners’ brand to promote a dating site that isn’t part of our portfolio
- d) Your website is a free-hosted site
- e) Your website only contains banners and hardly any content
- f) Your site continues to be under construction
- g) Your site isn’t available or is returning a mistake
- h) Your site contains undesirable or offensive material
- i) You’re operating an automatic re-direct out of your site to one of the Partners’ domains
- j) Your website(s) takes payments from customers for that provision of services or goods that are illegal in customer`s territory including although not limited to prostitution, weapons and so on.
- k) Your website(s) contains unlawful photographic material or content.
They would. REMEDIES
- H1. In addition to any other rights and remedies open to us under this Agreement DivineAff reserves the best to delete any actions posted through your Links and keep and freeze any unpaid Profits or charge back paid Commissions for your requirements if (i) DivineAff determines you have violated this Agreement, (ii) DivineAff receives any complaints about your participation within the Affiliate Program which DivineAff fairly believes to violate this Contract or (iii) any Qualified Action is later determined to possess not met the requirements established in this Agreement or about the Affiliate Program.
- H2. Such withholding or even freezing of Commissions, or cost backs for paid Commissions, shall be without regard as to whether such Commissions were earned due to such breach. In the event of the material breach of this Contract, DivineAff reserves the right to reveal your identity and contact information to appropriate police force or regulatory authorities or any third party that’s been directly damaged by your measures.
- ANTI-SPAM POLICY
- J1. You have to strictly comply with the government CAN-SPAM Act of 2003 as well as Data Protection Act 1998 (the “Act”). All emails sent regarding the the Affiliate Program must range from the appropriate party’s opt-out link. Every once in awhile, we may request – just before your sending emails containing connecting or referencing the Affiliate Program that you simply submit the final version of the email to DivineAff for approval by sending it for your DivineAff representative and upon getting written approval from DivineAff of the email the email may end up being transmitted to third parties.
- J2. It is solely your obligation to ensure the email complies with the actual Act. You agree not to trust DivineAff’s approval of your email for compliance using the Act, or assert any claim that you’re in compliance with the Act based on DivineAff’s approval.
- J3. You are not allowed to use the following (but not limited to): immediate messaging spam, newsgroup spam, posting of comments with your own affiliate URL embedded on sites you don’t own, Web search engine junk e-mail, spam in blogs, wiki junk e-mail, Online classified ads spam, cell phone messaging spam, Internet forum junk e-mail, chain letters, bulk e-mailings of any sort, junk e-mailing/junk fax transmissions, as well as file sharing network spam, and social network sites.
K. FRAUD AND SCAM
You are expressly prohibited through using any persons, means, products or arrangements to commit scams, violate any applicable law, interfere with other affiliates or falsify information regarding the referrals through the Links or even the generation of Commissions or exceed your permitted use of the Affiliate Program. Such functions include, but are in not a way limited to, using automated means to increase the amount of clicks through the Links or even completion of any required info, using spyware, using stealware, cookie-stuffing along with other deceptive acts or click-fraud. Company expressly prohibits using any hosting proxy/VPN or every other unacceptable tools and techniques by you or a 3rd party related to you directly or indirectly and reserves the best to immediately decline and not to cover all and any leads produced via hosting proxy/VPN or every other unacceptable tools and techniques utilized by you or third parties associated with you directly or indirectly. DivineAff will make all determinations about deceptive activity in its sole discernment. Affiliate will not fraudulently include leads or clicks or fill leads or clicks by fraudulent\scams increasing visitor count. Company has a right to decline and not to cover leads generated via hosting proxy / VPN along with other unacceptable tools and techniques, discovered by DivineAff Internal Antifraud Program. Any fraud, attempted or real, shall be immediate grounds for all of us to terminate your account and withhold every sums outstanding to you.
- You also agree that the following by you or any 3rd party directly or indirectly controlled by you will cause all your accounts to terminated without pay including although not limited to all of commissions owed for you by the Company, and will further lead to you being precluded from ever taking part in any of our Programs:
- Dissemination associated with unsolicited bulk E-mail, Instant Communications, Chatroom, Newsgroup, ICQ or IRC postings or every other forms of SPAM;
- Promoting or dealing in content for example but not limited to bestiality, rape, kid pornography, violence, or any additional illegal activity. The above also includes utilization of prohibited content in hidden meta labels, text, links, graphic(s) or any kind of HTML;
- Misleading, cheating or attempting to mislead/cheat/defraud Company by any means;
- Using a misleading domain name on the web that re-directs traffic and may either deceive an individual into viewing material that is actually obscene in nature or deceive a small into viewing material that is harmful to minors on the web;
- Providing incorrect or incomplete username and passwords and hijacking traffic;
- Requiring hits or signups for entering or obtaining use of goods or services on your (or third person’s) site;
- Engaging any sort of system or effort that falsely creates hits or signups, including signups through the Affiliate. If you wish to do a test signup you should first E-mail us via the e-mail address provided inside your account documentation;
- Violating or infringing any rights of anyone or entity, including without restriction, any copyrights, trademark rights, obvious rights, rights of publicity, privacy rights or every other intellectual, personal or property correct violation or infringement;
- Cheating or defrauding every other affiliate program or sponsor;
- Hosting on non-adult free hosts that not permit adult content. Including (but is not limited to) Geocities, Angelire, Tripod, Xoom, CJB. internet, or Hypermart;
- Misrepresenting Program Web site(s) supplied by DivineAff in any manner, including although not limited to, misrepresenting the price of membership, terms of regular membership, or content contained within Plan web site(s);
- Misusing DivineAff and Program Web Sites site Conditions and terms, including but not limited in order to, instructing the member to register and cancel is also not permitted by any means, shape or form;
- Using any type of deceptive and/or unfair advertising
- Bidding or purchasing internet marketing tools/schemes incorporating or confused because of similarity any of Partners’ TM, support marks, or URLs. Advertising schemes which are prohibited to use in connection with these Conditions include pay-per-click models, sponsored hyperlinks, search engine keywords, AdWords, or even similar advertising schemes.
- Using SMS/text messages to provide Ads to Users;
- Using titles, photos or any other celebrities related information including although not limited to false 3rd celebration endorsements by celebrities or fake rumors about any person/celebrity
- REPRESENTATIONS AND WARRANTIES
You hereby represent and warrant this Agreement constitutes your legal, legitimate, and binding obligation, enforceable against you prior to its terms and that you’ve the authority to enter in to this Agreement. Subject to the other conditions and terms of this Agreement, DivineAff represents and warrants it shall not knowingly violate any kind of law, rule or regulation that is applicable to DivineAff’s own business operations or Products supplied by DivineAff.
- M1. Along with any notice permitted to get under this Agreement, we may modify the terms and conditions of this Agreement anytime. We will inform you regarding such changes by posting a notice online or by sending you email using the proposal to get acquainted using the modified Agreement. Such modified Agreement will end up effective and will apply for you upon our posting such Agreement towards the Website. Your continued use in our Service after such a modification may be posted shall be deemed in order to constitute acceptance by you of such modified Agreement. It is your obligation to examine the Agreement and to notice any modifications. Modifications may consist of, for example, changes in repayment procedures, and your restrictions upon account usage. If the modifications are unacceptable for you, you may terminate this Agreement without penalty solely about the account of such termination within such ten (10) working day period.
- M2. Your continued participation in this Affiliate Program following a change notice has been posted online will constitute your acceptance associated with such change. In addition, DivineAff might change, suspend or discontinue any facet of an offer or Link or even remove, alter, or modify any kind of tags, text, graphic or banner ad regarding the a Link. Affiliate agrees to promptly put into action any request from DivineAff to get rid of, alter or modify any Hyperlink, graphic or banner ad that’s being used by Affiliate included in the Affiliate Program.
N. INDEPENDENT ANALYSIS
You acknowledge that you possess read this Agreement and agree to all its conditions and terms. You have independently evaluated the desirability of taking part in the Affiliate Program and every offer operated by DivineAff and therefore are not relying on any rendering, guarantee or statement other than as established in this Agreement or about the Affiliate Program.
O1 Affiliate marketer hereby agrees to indemnify, defend and hold harmless DivineAff and Program Internet sites owners/operators and their respective subsidiaries, affiliate marketers, partners and licensors, directors, officials, employees, owners and agents against every claims, actions, demands, liabilities, deficits, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs) depending on (i) any failure or breach of the Agreement, including any representation, guarantee, covenant, restriction or obligation produced by Affiliate herein, (ii) any improper use by Affiliate, or by an event under the reasonable control associated with Affiliate or obtaining access via Affiliate, or the Links, or even DivineAff or Partners’ intellectual home, or (iii) any claim associated with your Media, including but not limited by, the content contained on such Media (except for that Links).
DivineAff SUPPORT, EACH AFFILIATE PROGRAM AND HYPERLINKS, AND THE PRODUCTS AND PROVIDERS PROVIDED IN CONNECTION THEREWITH, ARE SUPPLIED TO AFFILIATE “AS IS”. EXCEPT AS EXPRESSLY ESTABLISHED HEREIN, DivineAff EXPRESSLY DISCLAIMS JUST ABOUT ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ALTHOUGH NOT LIMITED TO THE IMPLIED GUARANTEES OF MERCHANTABILITY, FITNESS FOR A SPECIFIC PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR EVEN TRADE. DivineAff DOES NOT WARRANT HOW THE AFFILIATE PROGRAM OR LINKS MAY MEET AFFILIATE’S SPECIFIC REQUIREMENTS OR HOW THE OPERATION OF THE AFFILIATE PROGRAM OR LINKS IS GOING TO BE COMPLETELY ERROR- FREE OR CONTINUOUS. DivineAff EXPRESSLY DISCLAIMS ANY LIABILITY FOR JUST ABOUT ANY ACT OR OMISSION OF A CLIENT OR THEIR SERVICES OR PRODUCTS. DivineAff DOES NOT GUARANTEE WHICH AFFILIATE WILL EARN ANY SPECIFIC QUANTITY OF COMMISSIONS.
Q. LIMITATION OF LEGAL RESPONSIBILITY
IN NO EVENT SHALL WE BE RESPONSIBLE FOR ANY UNAVAILABILITY OR INOPERABILITY FROM THE LINKS, PROGRAM WEB SITES, SPECIALIZED MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LACK OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY SORT BEYOND OUR REASONABLE DIRECT MANAGE. IN NO EVENT WILL WE BE RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, INJURY / WRONGFUL DEATH, SPECIAL OR EVEN EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED BY, LOSS OF PROFITS OR LACK OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER WE HAVE BEEN ADVISED FROM THE POSSIBILITY THEREOF. OUR CUMULATIVE LIABILITY FOR YOU, FROM ALL CAUSES OF MOTION AND ALL THEORIES OF LEGAL RESPONSIBILITY, WILL BE LIMITED TO AND CAN NOT EXCEED THE AMOUNTS PAID BY US FOR YOU IN COMMISSIONS DURING THE SIX (6) MONTHS IMMEDIATELY JUST BEFORE SUCH CLAIM.
R. GOVERNING REGULATION & MISCELLANEOUS
- R1. You shall result in the payment of all lawyers fees and expenses incurred through DivineAff CPA Network to enforce the terms of the Agreement.
- R2. This Agreement contains the whole agreement between DivineAff and you with regards to the subject matter hereof, and supersedes just about all prior and/or contemporaneous agreements or even understandings, written or oral. You agree that DivineAff shall not be susceptible to or bound by any Affiliate marketer insertion order or online conditions and terms that amend, conflict with or even supplement this Agreement, regardless of whether DivineAff “clicks through” or else indicates its acceptance thereof.
- R3. You might not assign all or any a part of this Agreement without DivineAff CPA Network’s earlier written consent. DivineAff may assign this Agreement anytime with notice to You. This Agreement will be joining on and will inure to the advantage of the legal representatives, successors and valid assigns from the parties hereto.
- R4. The procedures of D, E, F, T, K, L and N to Utes inclusive shall survive the termination of the Agreement. If any provision of the Agreement is held to end up being void, invalid or inoperative, the residual provisions of this Agreement shall continue essentially and the invalid portion of any provision will be deemed modified to the least degree essential to remedy such invalidity while retaining the initial intent of the parties. Each party to this Contract is an independent contractor with regards to the other party with respect to any or all matters arising under this Contract.
- R5. Nothing herein shall be deemed to determine a partnership, joint venture, association or employment relationship between your parties. No course of dealing neither any delay in exercising any kind of rights hereunder shall operate like a waiver of any such privileges. No waiver of any default or breach will be deemed a continuing waiver or perhaps a waiver of any other break or default. By submitting as well as application to Affiliate Program, you affirm and acknowledge you have read this Agreement in its entirety and accept be bound by all of its conditions and terms.
- R6. If you do not desire to be bound by this Contract, you should not submit a credit card applicatoin to Affiliate Program. If an individual is accessing this Agreement with respect to a business entity, by doing this, such individual represents that they’ve the legal capacity and expert to bind such business entity for this Agreement.
- R7. Any dispute or claim arising out of or regarding the it or its subject issue or formation (including non-contractual disputes or claims) will be governed by and construed prior to the laws of England. The actual London Court of International Settlement, shall have exclusive jurisdiction to know and determine any claims, conflicts, actions, or suits, which may arise under or from this agreement. The Parties agree and voluntarily consent towards the personal jurisdiction and venue associated with such courts for such reasons. If you have any queries or wish us to clarify these points, please send us a contact affiliates@divineaff. com