Welcome to AffiliatePro | March 2010 | | Special Terms and ConditionsVeteran Family Network (VFN) T's and C's March 2010 VFN AFFILIATE AGREEMENT You need to read and agree to this Agreement. We will evaluate your registration form and notify you if your Site is not accepted for participation in the VFN Affiliate Program. We may reject your application after initial approval if we determine (in our sole discretion) that your Site is unsuitable for the Program. Unsuitable sites include, but are not limited to, those that:• Infringe trademark rights of VFN or any third party or otherwise violate the rights of any third party;• Contain sexually explicit materials;• Contain hate/violent/offensive content;• Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;• Promote illegal activities or otherwise violate any applicable laws, including those targeting "spyware", "adware" or SPAM;• Violate any intellectual property rights, including, without limitation, scraping text or images from VFN's Websites;• Do not clearly state an online privacy policy to its visitors; or• Otherwise are considered offensive or inappropriate at VFN's sole discretion. This Agreement governs participation in the VFN Affiliate Program only. Once you are accepted into the Program, you will be able to participate in the Program subject to the terms and conditions of this Agreement. You should also note that if you are accepted to participate in the Program and your Site is thereafter determined (in our sole discretion) to be unsuitable based on the criteria above for the Program, we may terminate this Agreement. MASTER AGREEMENT This Master Agreement ("Agreement") is made between VFN, Inc and Affiliate . BACKGROUND Affiliate is enrolled in the VFN affiliate program.. Affiliate and VFN desire to establish the general terms and conditions that shall govern advertising and commission arrangements between Affiliate and VFN resulting from their participation in VFN Affilaite program. TERMS AND CONDITIONS In consideration of the promises set forth below, VFN and Affiliate agree as follows: 1. Program Terms and Engagements. 1.1. From time to time, VFN may post offers to pay to other participants a specified commission in return for certain advertising services leading to a Qualifying Link, as defined in section 3.2 below. If such offers have been created with the Program Term function they shall be deemed to be "Program Terms" for purposes of this Agreement. 1.2. If an Affiliate applies to a Program Term and is accepted by VFN, an "Engagement" is formed. Each Engagement shall be created and tracked by VFN and shall be governed by the terms and conditions of this Agreement. However, if there is inconsistency between the terms of the specific Engagement and the terms of this Agreement, the terms of the Engagement shall govern. 1.3. At any time prior to Affiliate providing a Qualifying Link, VFN may (a) upon seven (7) days written notice change, suspend or discontinue any aspect of a Program Term or an Engagement or (b) remove, alter, or modify any graphic or banner ad submitted by VFN for a Program Term or an Engagement without notice. Affiliate promptly (and in no event in less than 48 hours) shall implement any request from VFN to remove, alter or modify any graphic or banner ad submitted by VFN that Affiliate uses as part of an Engagement. 2. Affiliate 's Responsibilities. 2.1. Affiliate shall link its site to areas within VFN's site using special URLs specified in the Engagement (the "Required URLs"). Affiliate may post multiple links to the Required URLs and VFN's site on Affiliate 's site. The position, prominence and nature of links on the Affiliate 's site shall comply with any requirements specified in the Engagement, but otherwise will generally be in Affiliate 's discretion. Affiliate must ensure that the proper graphics are used with the appropriate URLs, and that the URLs link to the correct pages. Affiliate promptly (and in no event in less than 48 hours) shall remove links to the Required URLs and VFN's site upon VFN's request. 2.2. Affiliate may bid on search terms from website search engines or other directory or referral services (e.g. Yahoo Search Marketing, Google, etc. collectively "Search Engines"), provided that (i) Affiliate's search terms, listing titles and descriptions, and the content of their websites do not violate the copyright or any other rights of VFN or third party, as determined by VFN at its sole discretion; and (ii) Affiliate complies with the following guidelines, as determined by VFN and its sole discretion: Affiliate Ads shall not be displayed in response to a keyword query containing VFN or any other VFN trademark, not any confusingly similar term, and Affiliate will not be paid for any transactions resulting from any keyword or phrase containing search keyword (including but not limited to VFN, VFN , and (iii) Affiliate ’s listing titles and descriptions on the website search engines link to their website and not directly to VFN. Affiliate is required to employ negative keyword matching to prevent violation of this guideline. If Affiliate bids on permitted keywords (i.e. veteran, family, etc.) not in combination with VFN's trademarks, then all such advertising placements must comply with the Terms of Service for the Search Engine that will display the advertising. 2.3. Affiliate 's site shall not in any way copy or resemble the look and feel of VFN's site, nor shall Affiliate create the impression that its site is part of the VFN domains or reseller program. Affiliate shall not use VFN trademarks, or any variation or misspellings of those trademarks, in its URL, company name, business name, or site name without prior written consent from VFN. Affiliate shall not scrape or frame, or permit the scraping or framing of, any page of the VFN site. 2.4. Affiliate shall not make any representations, warranties or other statements concerning VFN, VFN's site, any of VFN's products or services, or VFN's site policies, except as expressly authorized by the Engagement. 2.5. Affiliate shall promptly notify VFN and VFN of any malfunctioning of the Required URLs or other problems with Affiliate 's participation in the Engagement. 2.6. Affiliate will not present or use any content at its site, including, without limitation, graphical images, logos, text copy, editorial copy, press releases, or marks, that: (i) could be interpreted to suggest that such content has been authored or otherwise provided by, or represents the views or opinions of, VFN; (ii) is misleading, defamatory, libelous, obscene, or otherwise objectionable; (iii) infringes, derogates, dilutes, or impairs the rights of VFN or any third party; (iv) refers to VFN but is used as part of a name of a product or service of a company other than VFN; or (v) is used in any other manner inconsistent with any term of this Agreement or with any provision of law. 2.7 Affiliate will not engage in deceptive software download or computer settings practices to promote VFN or VFN's sites. The deceptive practices prohibited include, but are not limited to, installing software without user knowledge, changing a user's home page without securing user permission, or offering downloadable software that does not uninstall. 2.8 Affiliate will continue to comply with Affiliate Banner Guidelines 2.9 Affiliate will maintain sales quota of $5 (US$) per quarter in VFN Sales or VFN will have the right to terminate this Agreement immediately. 2.10 Affiliate shall not market or promote VFN on any social media (eg. Facebook, Twitter) without written consent from VFN. 3. Commissions. 3.1. VFN shall pay Affiliate the commission specified in the Engagement if VFN sells to a visitor (a natural person buying for personal use, and not a company, institution or government agency, a "Customer") to only VFN's online site (VFN.com/) and purchases a qualifying product that is the subject of the Engagement and only if that Customer has accessed VFN's site and purchased the qualifying product via a Qualifying Link. 3.2. A "Qualifying Link" is a link provided by VFN from Affiliate 's site or from an approved communication sent by Affiliate to VFN’s site using one of the Required URLs or any other URL provided by VFN for use in VFN if it is the last link to the VFN site that the Customer uses during a Referral Period where a sale of a product or a service to Customer occurs. A "Referral Period" is the period of time beginning from a Customer's initial contact with VFN's site via a link from the Affiliate 's site and terminating (a) when the Customer returns to the VFN site via a Qualifying Link from a site other than Affiliate 's site; or (b) the Engagement or Program Terms are terminated. VFN shall inform Affiliate s at least seven (7) days before changes take place. Additionally the non-qualifying products will be visible to the via the Item Lists attached to the new Program Term when non-qualifying products are added to the existing inventory of products available for purchase on the VFN site. The right not to pay commissions on non-qualifying products is not retroactive. 3.3. VFN shall process all Customer orders. Affiliate acknowledges that all agreements relating to sales to Customers shall be between VFN and the Customer. VFN will set prices for ordered products at its discretion. 3.4 VFN shall determine at its sole discretion what constitutes a qualifying product or sale and shall have the right not to pay commissions on non-qualifying products or sales (including where product purchases exceed limits, are purchased for unauthorized resale or other unauthorized uses, or are already discounted). VFN qualifying products will be those products uploaded to the product catalog or those products featured via banners. 4. Ownership and Licenses. 4.1. Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or that it may use or develop in the future. 4.2. VFN grants Affiliate a limited, revocable, non-exclusive, worldwide license to use, reproduce and transmit the name, logos, trademarks, service marks, trade dress and proprietary technology provided by VFN and posted on VFN interface solely for the purpose of creating links from Affiliate 's site to VFN's site during Engagements. Except as expressly set forth in this Agreement or permitted by applicable law, Affiliate may not copy, distribute, modify, reverse engineer, or create derivative works from the same. Any good will resulting from Affiliate 's use of VFN's name, logos, trademarks, service marks and trade dress will inure solely to the benefit of VFN and will not create any right, title or interest for Affiliate . Affiliate shall not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void. 4.3. Affiliate may use only the logos, trademarks, service marks, trade dress, banners, text links, datafeeds, search boxes, videos, coupon codes, etc. ("Creative") that is provided by VFN and is posted in the VFN Affilaite program. Creative is to be used solely for the purpose of advertising the VFN . Affiliate shall not use the Creative in connection with any activity that disparages VFN or its products or services, or that damages the reputation for quality inherent in the same. The use of Creative that is posted on other sites, found in other emails or other sources, manipulated in any way or derived from any means besides the VFN Affilaite program is not permitted. If Affiliate does not fully comply with this provision, VFN may reverse commissions generated for non-compliant behavior, permanently remove Affiliate from the Program, require that VFN immediately remove Affiliate from the Program, or utilize any remedy otherwise available to it at law or in equity. 4.4. Affiliate 's use of VFN's name, logos, trademarks, service marks, and trade dress pursuant to Section 4.2 must be in a manner that is clearly less prominent than that of Affiliate 's name, logos, trademarks, service marks, trade dress, products and site name. Affiliate shall not create or attempt to create an impression that there is an association or affiliation between VFN and Affiliate beyond the arrangement that this Agreement governs. 4.5. VFN shall at all times have the right to review Affiliate 's activities related to this Agreement. 4.6 Affiliate shall immediately cease using VFN's name, logos, trademarks, service marks, trade dress, proprietary technology and any Creative upon the termination or expiration of this Agreement. 4.7. Affiliate grants VFN a limited, non-exclusive, worldwide, royalty-free license to use, reproduce and transmit any graphic or banner ad submitted by Affiliate solely for co-branding purposes or as a return link from VFN's site to Affiliate 's site. VFN will remove such graphic or banner ad upon Affiliate 's request or upon termination of this Agreement. 5. Confidentiality. 5.1 Except as otherwise provided in this Agreement or with VFN's prior written consent, all information including, without limitation, the terms of this Agreement, VFN's business and financial information, its customer lists, and its pricing and sales information, shall remain strictly confidential and shall not be utilized, directly or indirectly, by Affiliate for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than Affiliate . Notwithstanding the foregoing, Affiliate may deliver a copy of any such information: (a) pursuant to a subpoena or order issued by any court or administrative agency; (b) to its accountants, attorneys, or other agents on a confidential basis; or (c) otherwise as required by applicable law, rule, regulation or legal process. 5.2 VFN shall own and retain all right, title and interest in all names, addresses and other identifying information of customers visiting VFN's sites ("Customer Data") that VFN collects, including without limitation, Customers who access VFN's sites through Qualifying Links, and Affiliate shall have no right to use any such Customer Data. 6. Privacy. 6.1. Affiliate shall not send out any emails, directly or indirectly, that advertise or promote VFN or VFN's products, services, web sites or Offers without VFN's prior express written consent and approval of final email content must be given by VFN in each and every instance. Affiliate emails must comply with the CAN-SPAM Act of 2003 and any comparable laws that apply to the transmission of Affiliate 's emails. 6.2. Affiliate shall not send any email or other form of electronic message, advertisement, or other promotional communication containing VFN's name, product, web site address, metatag or any other type of identifier to any recipient unless the recipient has directly consented to receive such communication from Affiliate or Affiliate has a pre-existing business relationship with the recipient. In addition, Affiliate shall provide a recipient of such communication with the ability to "opt out" of further communications from Affiliate either by calling a toll free number or by sending an "unsubscribe" email to Affiliate . 7. Termination. 7.1. VFN may terminate any Engagement upon seven (7) days written notice by: (a) expiring the Engagement through VFN; or (b) replacing the Program Term for an Affiliate . Termination of an Engagement shall not terminate this Agreement. 7.2. VFN may terminate this Agreement at any time, for any reason, provided that it provides at least seven (7) days' prior written notice of such termination to the other party and VFN. In addition, VFN may ask Commissions Junction to immediately terminate this Agreement and request VFN to immediately suspend/terminate an Affiliate in the event any Affiliate materially breaches or violates any terms or conditions of this Agreement, or that an Affiliate obtained referrals fraudulently or through misrepresentation; in which case, VFN reserves the right to extend any new transactions for one additional commission period pending an investigation of the suspected fraud, breach or misrepresentation. Termination of this Agreement shall also terminate any outstanding Engagement. However, all rights to payment, causes of action and any provisions that by their terms are intended to survive termination, shall survive termination of this Agreement. 7.3. This Agreement shall commence upon your click of the “I accept” button and VFN’s approval of your application for the Program and shall terminate as set out herein. 8. Representations. 8.1. Each party represents that it has the authority to enter into this Agreement. 8.2. Affiliate represents that: (a) the contents of its website do not (i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) contain defamatory or libelous material; (iv) contain lewd, pornographic or obscene material; (v) violate any laws regarding unfair competition, antidiscrimination or false advertising; (vi) promote violence or contain hate speech; or (vii) contain viruses, trojan horses, worms, time bombs, or other similar harmful or deleterious programming routines; and (b) that Affiliate has and complies with a privacy policy that is prominently displayed on its website and in conformity with any laws that may apply to the privacy policy. 8.3. EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OF NON-INFRINGEMENT. 9. Cross-Indemnification. 9.1. Each party shall indemnify, defend and hold harmless the other party and its affiliates, directors, officers, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) brought by a third party, arising out of a breach, or alleged breach, of any of its representations or obligations herein. 10. Limitation of Liability. 10.1. Except for indemnities as provided in sections 9.1, 4 ‘Licenses’ and 5 ‘Confidentiality’, in no event shall either party be liable to the other party for any indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages. 11. General. 11.1. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect. 11.2. VFN may modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion upon at least seven (7) days prior written notice, by pushing out a new Program Term with a new Agreement attached and giving Affiliate notice of the modification through VFN or through a subsequent written agreement between the parties. IF ANY MODIFICATION IS UNACCEPTABLE TO AFFILIATE , ITS ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. AFFILIATE 'S CONTINUED PARTICIPATION FOLLOWING VFN'S OFFER OF A NEW AGREEMENT VIA THE VFN AFFILAITE PROGRAM WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGES. 11.3 Affiliate will express affirmative acceptance of this Agreement's terms by so indicating when asked to do so at the VFN Affilaite program and, if requested, at VFN's site. 11.4. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part. BY APPLYING FOR THE VFN AFFILIATE PROGRAM AND CLICKING ON THE "I ACCEPT" ICON BUTTON YOU, AFFILIATE , CONSENT TO BE BOUND BY THIS AGREEMENT AS IF YOU PERSONALLY SIGNED THIS DOCUMENT. |
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