By joining any one of our
webmaster affiliate programs ("Affiliate Program(s)"), you ("Affiliate"; "You")
are entering into a binding and enforceable contract with Glondon Limited, doing business as, clickloop.com, ("Company"; "We").
This Agreement sets forth the Terms and Conditions AND PROGRAM RULES under which you may
participate in the Program. By participating in the Program and clicking "I
AGREE" on the Sign-Up Form you are affirmatively stating that you have read,
understood and ACCEPT this Agreement and AGREE to be bound by all of the Terms
and Conditions AND your individual account PROGRAM RULES set forth below:
1. You have read and
accept the payment and other terms and conditions of the specific Affiliate
Program and your individual account PROGRAM RULES which can be found in the 'Stats' area of your account
2. All Affiliates,
contacts and payees must have reached the age of majority under applicable law
where they reside and/or do business, and must be no younger than 18 years of
age in any case. You represent and warrant that you have reached the age of
majority under the laws of the state or locality where you reside and/or do
3. Under the Program
Rules, and subject to the Terms and Conditions set forth in this Agreement, we
grant you the following:
3.1 The non-exclusive,
non-transferable, revocable right and permission to create authorized links from
your web site to a Company web site. You will receive a commission or referral
fee for referrals of traffic to a Company web site according to the Program
Rules for the specific Affiliate Program you have accepted provided that you
have complied in all material respects with the Terms and Conditions of this
3.2 The nonexclusive,
non-transferable, revocable right and license to display on your web site
proprietary Company materials including but not limited to content; banners;
text links; graphic images and text (hereafter collectively referred to as
"Program Materials") solely for the purpose of promoting the products and
services associated with the Program and encouraging visitors to your web site
to click through to the Company web site.
3.3 You acknowledge and
agree that the Company is, and shall remain, the exclusive owner of these
Program Materials provided to you by Company pursuant to the provisions of the
Agreement, and that the Program Materials may not be copied, reproduced,
altered, modified, changed, broadcast, distributed, transmitted, disseminated or
offered for sale or rental in any manner, at any time, anywhere in the world,
except at expressly authorized by Company in writing.
3.4 You acknowledge and
agree and warrant to the Company that your agreement to these terms and
conditions constitutes an agreement that You shall not access, or attempt to
access any Program Materials and/or ant Company web site in a manner not
expressly authorized by the Company. You agree and warrant that You shall at no
time access view download, receive or otherwise use, or cause or enable others
to access, view, download, receive or otherwise use Program Materials and/or any
Company web site directly or indirectly in places which the Company does not
authorize such access, viewing, downloading, receipt or other use.
3.5 You hereby acknowledge
that you understand that the Company does not authorize the accessing, viewing,
downloading, duplication, receiving, transmission, broadcasting or other use of
the Program Materials and/or Company web site to or by and person, INCLUDING
YOU, who is located in any of the areas designated as PROHIBITED AREAS below.
3.6 You further acknowledge
that you understand and agree that any and all unauthorized access, viewing,
downloading, receipt, duplication or other use of Program Materials and/or any
Company web site, in which You are directly or indirectly involved, including,
but not limited to accessing, viewing, downloading, receiving or other use of
materials in PROHIBITED AREAS in any manner shall constitute intentional
infringement(s) of the Company's and potentially others' intellectual property
rights and other rights in such materials and shall further constitute a
violation of Company's trademark and other rights including, but not limited to
rights of privacy.
3.7 Company reserves all of
its rights in its trade names and trademarks, service marks and all intellectual
property rights associated with the Program Materials. 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
3.8 You agree that this
license can be terminated or revoked at any time for any reason, or for no
reason, upon notice by Company to you and you agree upon receipt of such notice
immediately to cease using all Program Materials and removing all such Materials
and references to Company and/or its web sites from your web sites and any
promotional, advertising or marketing materials of any kind.
3.9 All of the following
areas constitute PROHIBITED AREAS from which no Program Materials and/or
any Company web site may be accessed, viewed, downloaded or otherwise received:
All parts of every
geophysical place corresponding to a political entity or part thereof in
which the access, viewing, downloading, dissemination of, or other use of the
materials contained in the Site would constitute a violation of any law,
regulation rule or custom.
4. In consideration of
Company providing you with Program Materials and the other benefits of the
Affiliate Program, you hereby represent and warrant to Company as follows:
4.1 That your web site and
all materials, content, goods and services offered through and in associations
with your web site do not and shall not at any time:
* violate any
law, statute, ordinance or regulation or promote illegal activities;
* contain or promote obscene materials or child pornography;
* contain any
materials which depict persons in a manner to suggest that they are under the
age of eighteen years;
* contain or
promote harmful or indecent matter to minors;
* promote violence;
discrimination based on race, sex, religion, nationality, disability, sexual
orientation, or age;
content which is defamatory, libellous, hateful or unlawfully threatening,
abusive or harassing;
* include any of
the Company's trademarks or service marks, or variations or misspellings
thereof, in your domain names; or
unsolicited instant messages, unsolicited bulk, junk, Spam e-mail or any program, file, data stream or other
material which contains viruses, worms, "Trojan horses" or any other destructive
4.2 That you have full
authority to enter into this Agreement;
4.3 That you will provide
accurate and complete information to Company concerning your identity, bank
account, address or other required information;
4.4 That all obligations
owed to third parties with respect to the activities contemplated to be
undertaken by you pursuant to this Agreement are or will be fully satisfied by
you, so that the Company will not have any obligations with respect thereto;
4.5 That nothing on, in or
associated with your web site violates any laws, regulations, rules or customs,
including but not limited to violation of regulations set forth at 18 U.S.C.
Section 2257 et seq., or violate or infringe any rights of any person or entity,
including any intellectual property rights, including, without limitation any
copyrights, patent rights, trademark rights, trade secret rights, or rights of
publicity, or any person's or entities' privacy rights or any other personal or
proprietary rights of any kind; and
4.6 That you will comply
with all applicable federal, state and local laws in the performance of your
obligations hereunder; and that each email address submitted by you has
originated with a customer of yours and has not been created or obtained
fraudulently or in contravention of the Terms and Conditions of this Agreement.
5. You must complete
the required fields during the Sign-Up process, and provide us with your full
name and valid contact information including e-mail and mailing address (no P.O.
box). We will e-mail you notices about our Programs and your account based on
the information that you provide to us.
6. We will send out
payment at least twice/month and within 5 business days of the end of each pay
period. For anything under your minimum pay amount,
we will carry that amount to the following pay period. All revenues will
be disbursed in US Dollars.
6.1 In the event that
payments to us by our processors are delayed for any reason, we will have a
reasonable period of time for receipt of such payments, and for payments to you
regarding said payments.
7. If you reside in the U.S. or its
territories, you may be required to complete a W9 form with the correct
information and enter a Federal Tax ID or Social Security Number or we will be
forced to withhold tax as required by law. We may register a 1099 for all U.S.
domestic entities to which we issue combined yearly payments of $600.00 or more.
Failure to provide this information will cause your payment to be delayed or
8. If we find that you
have violated any Program terms and conditions, including other webmaster affiliate programs not
operated by Company, we reserve the right in our sole and absolute discretion to
cancel your participation in any and all Programs, at any time, without prior
notification, and you will not be paid for any of the Programs in which you have
participated or allowed back into any of our Programs.
8.1 You acknowledge and agree that Company shall have the right to deny or withhold
payment from you and to terminate you from the Program if there has been an
abnormal number of chargebacks or cancellations of memberships or subscriptions
which have been referred to Company's web sites through your web site. You
further acknowledge and agree that Company shall have the right, in its sole and
exclusive judgment, to determine what constitutes an abnormal number of
chargebacks or cancellations of memberships or subscriptions.
You AGREE that ANY of the following actions by you or anyone under your
control will result in ALL of your accounts being terminated without pay, ALL of
your unpaid commissions being FORFEITED to Company, and will further result in
you being precluded from ever participating in any of our Programs:
10. Accounts that are
terminated without pay will have a stop placed on all outstanding funds.
11. Company files will
prevail in determining all statistics including but not limited to the amount of
valid hits, signups, referrals, cancellation, credits and any commissions or
referral fees owned to any Affiliate pursuant to this Agreement. Any
discrepancies or errors must be brought to our attention within 30 days or else
they will be deemed permanently waived.
12. We reserve the right
to cooperate in any investigation relating to activities involving any violation
of these Terms and Conditions, including disclosure of your account information
to third parties in connection therewith.
13. COPYRIGHT POLICY
CLAIMS OF INFRINGEMENT; DESIGNATED AGENT/DMCA NOTICE. You may not post,
distribute, or reproduce in any way any copyrighted material, trademarks, or
other proprietary information without obtaining the prior written consent of the
owner of such proprietary rights or otherwise have a valid basis under the law,
including "fair use". Without limiting the foregoing, if you believe that your
work has been copied and posted on the Company service in a way that constitutes
copyright infringement, please provide our Copyright Agent with the following
information consistent with the Digital Millennium Copyright Act (DMCA): an
electronic or physical signature of the person authorized to act on behalf of
the owner of the copyright interest; a description of the copyrighted work that
you claim has been infringed; a description of where the material that you claim
is infringing is located on the our site or in our electronic messages including
if feasible the URLs of web pages and/or hyperlinks; your address, telephone
number, and email address; a written statement by you that you have a good faith
belief that the disputed use is not authorized by the copyright owner, its
agent, or the law; a statement by you, made under penalty of perjury, that the
above information in your Notice is accurate and that you are the copyright
owner or authorized to act on the copyright owner's behalf. Company's
Copyright Agent for Notice of claims of copyright infringement can be
reached as follows by e-mailing the program administrator.
It is the intention of
Company to fully comply with the DMCA, including the Notice and "take down"
provisions and to benefit from the safe harbors immunizing it from liability to
the fullest extent provided by law, and to the extent the Notice and "take down"
requirements above deviate from the requirements under the DMCA then the Notice
requirements as provided by the DMCA shall control and are herein incorporated
14. You will indemnify,
defend and hold us harmless from any and all damages, losses and costs
(including attorneys' fees) resulting from any act taken by you in violation of
these Terms and Conditions, and/or any failure to act when required to under
these Terms and Conditions.
15. Nothing in this
Agreement is intended by us or you to create or constitute a joint or
collaborative venture or partnership of any kind between you and us, nor shall
anything in this Agreement be construed as constituting or creating any agency,
employment relationship, joint or collaborative venture or partnership between
you and Company, its employees, agents or assigns.
15.1 You acknowledge and
agree that we shall have no control or ownership interests of any kind in your
business or your web site.
15.2 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.
15.3 You acknowledge and
agree that your relationship with us shall be restricted to matters pertaining
to the Program exclusively and shall be governed entirely by the terms and
conditions of this Agreement.
15.4 You acknowledge and
agree that we have 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 you on, at or in
association with your web site except as specifically set forth in this
15.5 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 web site, and that you
shall be solely responsible for any legal liabilities or consequences resulting
from your dissemination of that content, including the Program Materials, on or
through your web site.
16. You acknowledge and
agree that Company makes no guaranties or warranties of any kind with respect to
the Program or Program Materials provided by, through or in association with the
Program, and all Program Materials are provided to you "as is", and that your
participation in the Program and use of the Program Materials, 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 Program
Materials of every kind supplied to You as part of this Program.
17. You acknowledge and
agree that under no circumstances shall Company, its employees, independent
contractors, authors, agents, representatives, assigns and successors be liable
to you, or any other person or entity, for any direct or indirect losses,
injuries, special or incidental or consequential damages of any kind (INCLUDING,
WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION,
GOODWILL, LOSS OF BUSINESS INFORMATION, OR OTHER INCIDENTAL OR CONSEQUENTIAL
DAMAGES OR ANY OTHER PECUNIARY LOSS) with regard to any link to any Company web
site, 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's services, content or Program Materials,
including without limitation any losses due to server problems, computer or
other equipment failure, or due to incorrect placement of HTML., regardless
whether based upon breach of contract, negligence 18 USC 2257 errors and
omissions, copyright, trademark, patent, or any other claim or cause of action,
In the event of any network downtime, computer or technical error we will not be
held responsible for any lost hits, signups, traffic or income.
You agree to fully comply
with 18 USC 2257 et seq,("2257") including but not limited to its notice and
recordkeeping requirements, as a condition precedent to your participation in
this affiliate program or providing any traffic or links from your web pages to
our Sites, graphics, web pages, and content or making use of the Program
Materials. You agree to immediately provide to us as requested, in our sole
discretion, record keeping documents and data needed for us to comply with 2257
or for us to audit, from time to time, your compliance with such statute.
To the extent that we have,
or in the future will, provide you with advertising or promotional material or
Program Materials or other content that contains a visual depiction of any
persons or "models" that is "sexually explicit content" as defined or referred
to by 18 USC § 2256 and § 2257, you are only authorized to use such advertising
or promotional material or Program Materials or other content ONLY in a manner
that is exempt from the record-keeping requirements encompassed in 18 USC §
2257. Consequently we may not provide you with copies of any identification
documentation related to certain persons or models or Program Materials. IF YOU
ARE NOT EXEMPT, EITHER AS A "MERE DISTRIBUTOR" OR UNDER ANY OTHER EXEMPTION
UNDER 18 USC § 2257 (h) (3), YOU ARE NOT AUTHORIZED TO USE, AND PLEASE REFRAIN
FROM USING, ANY SEXUALLY EXPLICIT CONTENT MATERIAL OR CONTENT OR PROGRAM
MATERIALS PROVIDED OR MADE AVAILABLE BY US IN THE PAST AND AT ANY TIME IN THE
FUTURE AS WELL AS LINKS TO THE SAME - IF YOUR SITE CONTAINS ANY SUCH MATERIAL OR
CONTENT OR PROGRAM MATERIALS OR LINKS TO THE SAME, YOU HEREBY WARRANT AND
REPRESENT THAT YOU WILL REMOVE IT IMMEDIATELY AND NO LATER THAN JUNE 22, 2005
AND REFRAIN FROM USING ANY SUCH MATERIAL CONTENT OR PROGRAM MATERIALS OR LINKS
TO THE SAME GOING FORWARD. WE WILL NOT INDEMNIFY, DEFEND YOU OR IN ANY OTHER WAY
BE HELD RESPONSIBLE FOR YOUR UNAUTHORIZED USE OF ANY SEXUALLY EXPLICIT CONTENT.
17.1 Notwithstanding the
foregoing express limitations of liability, you acknowledge and agree that
should Company, its officers, employees, successors, or assigns be held liable
to you for damages, injuries or losses of any kind, directly or indirectly
resulting from your participation in the Program, that the maximum total dollar
amount of liquidated damages for any and all of your claims, injuries, damages
or losses shall not exceed a total of ten dollars ($10.00).
18. 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 statement of any kind
18.1 You expressly
acknowledge and agree that the success any of its business endeavors which
involve your participation in the Program pursuant to this Agreement, like any
other business endeavor, is subject to numerous factors, such as the
effectiveness of advertising and promotion, your administrative capabilities,
etc., and that the ultimate success or failure of your business rests with you
and not Company. You further expressly agree not to raise any claim of any
kind against Company and you agree to hold Company and its agents, officers,
directors, and employees harmless from any claim of loss to you directly or
indirectly resulting from your decision to participate in the Program pursuant
to this Agreement.
19. 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
including any Program Materials or content which you have received from us. You
assume the full and sole responsibility and liability for the decision to
display or include content on your website, to distribute or make the content
available to the viewers of your website in various geographical areas, and for
all decisions relating to the manner in which you permit or restrict access to
20. We reserve the right
to alter or modify the Terms and Conditions at any time without prior notice to
you. It is your responsibility to refer to this document from time to time so
that you may be informed of any changes to the Terms and Conditions. Ignorance
of the Terms and Conditions is no excuse to any action taken by us, or to your
failure to act, under these rules.
21. Either party may
terminate this Agreement at any time, with or without cause, by giving the other
party notice of termination. Upon termination of this Agreement you shall
immediately cease using Company name(s), Company's marks and remove all Company
banners from your site.
22. We reserve the right
to cancel this Agreement at any time, for any reason, without prior
notification. In such cases you will be notified immediately and paid for
accumulated funds up to that point in time, unless otherwise forfeited under
this Agreement. Notice by e-mail, to the e-mail address we have on file for you
is considered sufficient notice for to terminate or cancel this Agreement.
23. This Agreement
constitutes the entire agreement between you and Company with respect to the
subject matter hereof, and supersedes and cancels all other prior agreements,
discussion, or representations, whether written or oral.
23.1 You agree that Company
may from time to time, in its sole and exclusive discretion, modify the type and
quality of benefits provided to you hereunder either with or without notice. We
may modify other terms and conditions at any time upon e-mail notice to you.
23.2 You agree that no
modification of this Agreement by you, your employees, representatives, agents,
assigns or successors shall be enforceable of have any effect unless first
reduced to writing and signed by Company's duly authorized representative.
23.3 You agree that no
officer, employee or representative of you or Company has any authority to make
any representation or promise in connection with this Agreement or the subject
matter thereof which is not contained expressly in this Agreement; and you
acknowledge and agree that you have not executed this Agreement in reliance upon
any such representation or promise.
23.4 You acknowledge 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.
23.5 You agree that all
promises, obligations, duties and warranties made by you in this Agreement are
personal to you and that neither they nor any benefits hereunder may be assigned
by you to any other person or entity.
23.6 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.
24. By accepting these
terms and conditions and becoming an Affiliate, you agree that this Agreement
and all disputes or controversies as to the interpretation of or any performance
arising under, or related to this Agreement shall be governed by and construed
under the laws of Cyprus. The application of the United Nations Convention of Contracts for the International
Sale of Goods is expressly excluded.
24.1 You further agree that
notwithstanding any judicially or statutorily created choice of law rule that
would otherwise require the application of the law of some other jurisdiction,
all provisions of this Agreement and all matters or controversies of any kind
arising out of, or related to this Agreement or the rights or liabilities of the
parties hereto shall be governed solely by the substantive statutory and common
law of the state of Cyprus.
24.2 Any and all disputes or
controversies of any kind, including but not limited to any performance, duty,
obligation or liability arising under or related to this Agreement, which are
unable to be resolved informally, shall be determined by binding arbitration in
Nicosia Cyprus, before a single retired judge or other qualified indivisual that the parties may agree upon,
with the arbitration governed by the Cyprus Rules of Civil
Procedure relating to discovery. 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 Cyprus.
24.3 The parties agree that
the venue for all legal disputes, controversies, and actions of any kind arising
under or related to this Agreement shall be Nicosia, Cyprus.
25. For purposes of
construction of this Agreement, both Company and you shall be deemed to have
mutually drafted this Agreement and all parts thereof.
26. If any provision of
this Agreement is held void or unenforceable to any extent, such provision shall
be deemed excised and removed to make the remaining provisions enforceable.
Unless otherwise specifically provided, the provisions of this Agreement shall
survive its termination.
27. Either party shall
be excused from delays in performing or from its failure to perform hereunder to
the extent that such delays or failures result from causes beyond the reasonable
control of such party, including, without limitation, acts of God, nature, any
government agency(ies), war, civil disturbance, labor disputes or shortages,
electrical or mechanical breakdowns, inability or refusal of a common carrier to
provide communications capabilities, or any other cause beyond either party's
direct control, including but not limited to, the issuance of an order by any
regulatory, administrative, judicial or legislative prohibiting or interfering
with either party from carrying on its day-to-day operations as contemplated
under this Agreement.
28. 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
29. By CLICKING ON
THE "I ACCEPT" BUTTON below, and by supplying Company with all the required
information to sign you up to an Affiliate Program, you are acknowledging that
you agree to all of the terms, conditions, promises, warranties, duties and
obligations set forth in the above Agreement.