FilesDIRECT AFFILIATE PROGRAM LEGAL CONTRACT
This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the FilesDIRECT Affiliates Program (the "Program"). As used in this Agreement, "we" means FilesDIRECT Ltd., "you" means the applicant, and "services" means domain name registration services offered by FilesDIRECT. "Site" means a World Wide Web site and, depending on the context, refers either to FilesDIRECT's site or to the site that you will link to our site. "Link" means a HTML form or link provided by FilesDIRECT which directs the customer's web browser to our site. "new and unique" refers to a purchase where that customer's details and credit card have not previously been used to purchase services from FilesDIRECT.
1. ENROLLMENT IN THE PROGRAM
To begin the enrollment process, you will submit a complete Program application via our site.
We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program.
2. LINKING TO FilesDIRECT
You may not alter product images, descriptions and pricing. We provide access to images and an an HTML generator. You must use the generator to create your links in order to meet the criteria in the operating agreement.
If you would like to use links not created by the generator, or you would like to modify the links generated by the generator, you need prior written permission from FilesDIRECT.
3. COMMISSION
Subject to the terms and conditions of this Agreement, you will be paid commission for each new and unique customer referred from your site through the FilesDIRECT link on your site who successfully purchases services on the FilesDIRECT site.
If it is later determined by FilesDIRECT that the customer is not a unique individual, or if that customer's purchase is refunded either directly by FilesDIRECT or through "chargebacks" made to FilesDIRECT's bank account by the credit card service supplier to FilesDIRECT, we retain the right to withhold any payments to you resulting from that individual's purchases.
If at any time the commissions owed to you become less than the total deductions due to refunds as mentioned above the difference shall be immediately payable to FilesDIRECT.
4. COMMISSION SCHEDULE
You will earn commission based on a percentage of the gross revenue after sales tax received by FilesDIRECT from new and unique customers' purchases where that customer was referred from your site. Commission percentage is set at 10% of the elegible revenue. The commission schedule is subject to the modification clause below.
5. COMMISSION PAYMENT
Subject to the terms and conditions of this Agreement, you will be paid the commission each month provided that the commission owed is more than US$20.00.
6. POLICIES AND PRICING
Customers purchasing services from FilesDIRECT through this Program will be deemed to be customers of FilesDIRECT. Accordingly, all FilesDIRECT rules, policies, and operating procedures concerning the services will apply to those customers. We may change our policies and operating procedures at any time. For additional information regarding FilesDIRECT's rules, policies, and operating procedures please see the terms and conditions pages on our site.
8. LIMITED LICENSE
We grant you a non-exclusive, non-transferable, non-sublicensable, revocable right to use the FilesDIRECT logos and text for which we grant express permission, solely for the purpose of identifying your site as a Program participant. You may not modify the message or any of our images or trademarks in any way. We reserve all of our rights in the message, any other images, our trade names and trademarks, and all other intellectual property rights. Except as provided herin you agree that you have no rights, title or interest in or to the message or other images, trademark or trade-names provided to you by FilesDIRECT and all uses of such materials by you will inure to the benefit of FilesDIRECT. You agree not to apply for registration of any of the FilesDIRECT trademarks, service-marks or trade-names (or any mark similar there to) anywhere around the world. You agree that you will not engage, participate or otherwise become involved in any activity or course of action that diminishes and/or tarnishes the image and or reputation of FilesDIRECT or its trademarks. We may revoke your license at any time by giving you written notice.
9. RESPONSIBILITY FOR YOUR SITE
You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:
the technical operation of your site and all related equipment creating and posting merchant descriptions on your site and linking those descriptions to our site the accuracy and appropriateness of materials posted on your site ensuring that materials posted on your 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) ensuring that materials posted on your site are not libelous or otherwise illegal. We disclaim all liability for these matters. Further, you will indemnify, defend and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site as well as any goods or services provided or made available by you. These obligations will survive any termination of this Agreement. You acknowledge and agree that your Web site information (name, URL, traffic counts, etc.) may be utilized by FilesDIRECT. Possible uses include (but are not limited to) lists of the busiest sites, lists of member sites, etc. You agree to allow FilesDIRECT to use screen shots of any of your Web pages that contain the FilesDIRECT HTML code in FilesDIRECT promotional materials. The information provided by FilesDIRECT to you may be proprietary in nature. You acknowledge that you are not a competitor of FilesDIRECT, and agree not to share this information with any of our competitors. Any violation of these terms and conditions may cause us to terminate this agreement.
10. TERM OF THE AGREEMENT
The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written or emailed notice of termination. You are only eligible to earn referral fees on domain name registrations occurring during the term of this Agreement only. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Your site is subject to periodic review. If we determine at any point after acceptance into our Program that your site is not suitable for the Program, we may unilaterally end the status of your site as an Affiliate.
11. MODIFICATION
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures, and Program rules. Your continued participation now, or within thirty (30) days following the posting notice of any changes in these terms and conditions, will constitute a binding acceptance by you of such rules, changes or modifications. 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.
12. RELATIONSHIP OF PARTIES
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.
13. LIMITATION OF LIABILITY
WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (OR ANY LOSS OF REVENUE, PROFITS, OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM OR THE REGISTRATION OF DOMAIN NAMES BY CUSTOMERS REFERRED TO US BY YOU. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL REFERRAL FEES PAID TO YOU IN THE MONTH IN WHICH A CLAIM HAS BEEN MADE BY YOU.
14. DISCLAIMERS
WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY SERVICES MADE AVAILABLE THROUGH THE PROGRAM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE OR THE AVAILABILITY OF OUR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
15. INDEPENDENT INVESTIGATION
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
16. MISCELLANEOUS
This Agreement will be governed by law, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the courts of the United States of America, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.