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Affiliate Agreement
PLEASE READ THE ENTIRE AGREEMENT BEFORE SUBMITTING THE APPLICATION.
By completing and sending in the online application form, you are
agreeing to enter into a legal agreement with Wordtracker, you are
agreeing that you have read and understood the terms and
conditions of this agreement and that you are legally responsible
for each and every term and condition.
You acknowledge that you have independently evaluated the
desirability of participating in Wordtracker's Affiliate Program
and are not relying on any representation, guarantee, or
statement other than as set forth in this Agreement.
1. Overview
This agreement contains the complete terms and conditions that
apply to you becoming an affiliate. The purpose of this Agreement
is to allow HTML linking between Your Site and the Wordtracker
Site(s).
As used in the Agreement, "Wordtracker", "we", "us" or "our"
means Wordtracker.com., a London corporation, with its
principal place of business at 1 Euston Square, 40 Melton
Street London and "Applicant", "you", "your" and "yours"
means you, the affiliate. "Affiliate" means an applicant that
has completed the application packet described above and
that has been accepted by Wordtracker into the Affiliate
Program. "Your Site" or “Affiliate Site” means the
World Wide Web site that you specify in the application
that is owned by you. The "Wordtracker Site(s)"
shall mean / and other sites owned and operated by Wordtracker.
The "Wordtracker Service" shall mean Wordtracker's online
service, that offers users the keyword database and keyword
reports which are available at the Wordtracker Site(s).
2. Application
To begin the application process, you must submit a complete
Affiliate Program online application. Wordtracker will evaluate
your application in good faith and will notify you in a timely
manner regarding acceptance or rejection of your application.
On application the Affiliate must supply to Wordtracker the
following information:
-The Affiliate's full name and date of birth and
-Company name (if relevant)
-The Affiliate's full valid postal address and
telephone number;
-The Affiliate's valid email address;
If and when the Affiliate is accepted into the Wordtracker
Affiliate Program it is the Affiliate's sole responsibility to
ensure that Wordtracker is kept informed of any changes
to the information provided by the Affiliate at all times
during this Agreement.
Wordtracker may reject your application if it determines
(in its sole discretion) that Your Site is unsuitable for the
Wordtracker Affiliate Program for any reason, including,
but not limited to, if Your Site incorporates images or
content that is in any way competitive, unlawful, harmful,
threatening, defamatory, obscene, harassing or racially,
ethically or otherwise objectionable. Constructive
feedback may be provided.
If Wordtracker rejects your application, you may reapply at any
time, and Wordtracker will reconsider the application.
3. Affiliate obligations
As a member of Wordtracker’s Affiliate Program, you will
have access to Affiliate Account Manager. Here you will be
able to review our Program’s details review your account
details, download HTML code (that provides for links to
web pages within the Wordtracker web site)
and banner creatives, browse and get tracking codes for
our coupons and deals. In order for us to accurately keep
track of all guest visits from your site to ours, you must
use the HTML code that we provide for each banner, text
link, or other affiliate link we provide you with.
Wordtracker reserves the right, at any time, to review
your placement and approve the use of Your Links and
require that you change the placement or use to comply
with the guidelines provided to you.
The maintenance and the updating of your site will be your
responsibility. We may monitor your site as we feel necessary
to make sure that it is up-to-date and to notify you of any
changes that we feel should enhance your performance.
It is entirely your responsibility to follow all applicable
intellectual property and other laws that pertain to
your site. You must have express permission to
use any person's copyrighted material, whether it
be a writing, an image, or any other copyrightable
work. We will not be responsible (and you will be solely
responsible) if you use another person's copyrighted
material or other intellectual property in violation of the law
or any third party rights.
We may email the address provided with updates to our
network. Any emails that receive a delivery error or
bounce back may result in the account being removed
from our system.
4. No Spamming:
Wordtracker does not tolerate any kind of spam. Promoting
Wordtracker via unsolicited email is strictly prohibited, and
Affiliate agrees to not reference Wordtracker in any way,
shape, or form, in any email that Affiliate sends in which
the recipient has not specifically asked to receive it.
In the case of mailings which are conducted by a third party
on Affiliates behalf, Affiliate assumes full responsibility
and is advised to perform due diligence to ensure that
the mailing list is in fact 100% opt-in. Furthermore,
Affiliate may not link to Wordtracker from any URL
that is promoted via unsolicited email.
Finally, Affiliate may not advertise or reference Wordtracker
via USENET newsgroup postings in any way, shape, or form.
Affiliate agrees that Wordtracker will terminate this Agreement
and withhold all referral fees due if Affiliate is found in
violation of this policy.
5. Linking Your Site to Wordtracker/Limited License Grant
As a member of Wordtracker’s Affiliate Program we will make
available to you banner advertisements, button links, or text
links to the Wordtracker Site(s), containing Wordtracker.com's,
trademarks, service marks, tradenames, logo and words
identifying Wordtracker.com (the “Wordtracker Marks”)
(each of these advertisements and links referred to herein
as "Links," or individually as a "Link"), which, subject to
the terms and conditions hereof, you may display on
Your Site. In utilizing the Links, you agree that you
will cooperate fully with Wordtracker in order to establish
and maintain such Links.
All Affiliates shall display such Links prominently
throughout the Affiliate Site as approved by Wordtracker
in writing.
A Link may only be modified and/or expanded with Wordtracker’s
prior written consent. Each Link connecting users of Your Site to
Wordtracker’s Site, will in no way alter the look, feel or functionality
of Wordtracker’s Site.
Wordtracker has the right in its sole discretion to monitor Your Site
at any time and from time to time to determine if you are in
compliance with the terms of this Agreement. You also agree
that you will substitute such images with any new images provided
by Wordtracker from time to time throughout the term of this
Agreement.
Subject to the terms and conditions of this Agreement, Wordtracker
grants you a limited, non-exclusive, non-assignable,
non-transferable, royalty-free license (without the right to
sublicense) to
(1) place Links on the Affiliate Site during the term of this
Agreement; and
(2) to use the Wordtracker Marks as incorporated into the Links,
for the sole purpose of linking to the Wordtracker Site(s).
6. Ownership of Links and Wordtracker Marks.
You acknowledge that all right, title and interest in the Links and
the Wordtracker Marks are exclusively owned by Wordtracker
and/or its licensors, and that no right other than the limited
license granted herein is provided to you.
You shall not assert copyright, trademark or other intellectual
property ownership or other proprietary rights in the Links or
the Wordtracker Marks or in any element, derivation, adaptation,
variation or name thereof.
You agree that your use of the Links and the Wordtracker Marks
incorporated therein, inures to the benefit of Wordtracker. All
goodwill or reputation in the Links and the Wordtracker Marks
shall automatically vest in Wordtracker when the Links are used
by you pursuant to this Agreement.
You shall not contest the validity of any of the Wordtracker Marks
or Wordtracker's exclusive ownership of them. During the term
of this Agreement, you shall not adopt, use, or register, or apply
for registration of, whether as a corporate name, trademark,
service mark or other indication of origin, any of the Wordtracker
Marks, or any word or mark confusingly similar to them in any
jurisdiction.
Use of the Links and the Wordtracker Marks is subject to
Wordtracker's Linking and Trademark Guidelines, which appear
as Appendix A at the end of this Agreement. Wordtracker may
modify the Linking and Trademark Guidelines from time to time,
and will take commercially reasonable steps to notify you of the
modifications.
7. Referral Fees Qualifying Services:
All Services sold by Wordtracker to customers originating from
Affiliate's Referring Web Site or Referral URL -- and processed
via Wordtracker's online order forms, telephone or fax numbers,
or mailing address -- qualify to earn Affiliate referral fees as
described below.
Wordtracker reserves the right to reject any order that does not
comply with Wordtracker policy.
Referral Fee Amounts: Purchase of the Service by Affiliate's
referred customers will earn Affiliate a referral fee equal to
twentyfive percent (25%) of the purchase price of the Service.
Should Affiliate choose to optionally introduce others to the
Wordtracker Affiliate Program, Affiliate will also earn five
percent (5%) of the purchase price of the Service paid by
Affiliate's Sub-Affiliates' referred customers.
Only Qualifying Services for which Wordtracker has received
full payment will qualify for referral fees.
Definition Of Sub-Affiliates: A Sub-Affiliate is defined as a
third party that is in no way related to Affiliate, either
personally or commercially. Affiliate is not permitted to
register for the Wordtracker Affiliate Program more than
once, and any attempt to artificially inflate Affiliate's referral
fees will be grounds for immediate termination of this
Agreement.
Affiliate understands that Wordtracker monitors all affiliate
registrations and orders, and agrees that Wordtracker will
terminate this Agreement and withhold all referral fees due
if Affiliate is found in violation of this policy. Referral Fee
Payments: Wordtracker will mail a referral fee payment in
U.S. dollars for the applicable referral fees (less any taxes
required to be withheld under applicable law) on the 28th
of each calendar month for the previous month's referral fees.
However, if the Referral Fees payable to you for any month
are less than $40.00, we will hold these Referral Fees
until the total amount due to you is at least $40.00 or,
(if earlier), until this Agreement is terminated. An online
statement of customer purchase activity is available to
Affiliate at all times. Returns And Cancellations: If referral
fee qualifying Services are returned or cancelled by
Affiliate's customer, the corresponding referral fee(s)
will be deducted from Affiliate's next monthly referral
fee payment.
Tax Reporting: By law, if referral fee payments to Affiliate
accumulate to $599 in a calendar year and Affiliate is a
resident of the United States of America, Affiliate will be
required to provide Wordtracker with a signed W-9 Form
for tax reporting purposes before Wordtracker can make
additional referral fee payments to Affiliate during the
same calendar year.
Any customers who register with the Wordtracker Service
will be deemed to be customers of Wordtracker, and
accordingly, all Wordtracker rules, policies, and operating
procedures will apply to those customers. We will determine
the prices charged for the Wordtracker Service provided to
customers under this Affiliate Program in accordance with
our own pricing policies.
Wordtracker, at its sole discretion, may change its rules,
policies, operating procedures, services offered, pricing
and referral fees at any time without prior notice.
You agree not to use any automated, manual or other
system to register for the Wordtracker Service except by
individual end users who link from Your Site to the
Wordtracker Site(s) for the purposes of registering
for and using the Wordtracker Services.
Wordtracker reserves the right to withhold any
Referral Fees if it determines, in its sole discretion,
that any fraud of any kind has been committed by
the Affiliate.
8. Publicity
Affiliates shall not use, or authorize third parties to use,
Wordtracker.com or any other variations of the Wordtracker
brand and/or any misspellings or similar alterations of these –
be it separately or in combination with other keywords –
in Pay-Per-Click (PPC) campaigns or as domain names
or as a meta-tags unless expressly permitted by Wordtracker.
We reserve the right to expel any trademark violator from our
affiliate program without prior notice, and on the first
occurrence of such PPC bidding behaviour.
The Affiliate is not permitted to use any of the content of any
websites owned and/or operated by Wordtracker without written
consent and the Affiliate shall not frame any pages or parts of
any pages of the Wordtracker’s site or any other website nor
will the Affiliate create the impression that the Affiliate Website
is Wordtracker’s Website or any part of Wordtracker’s Website
The Affiliate agrees not to make any representations and/or give
any warranties and/or guarantees relating to the Wordtracker’s
Products and/or their efficacy other than those given by
Wordtracker and/or as otherwise approved by us in writing.
9. Obligations Regarding Your Site
You are solely responsible for the development, operation, and
maintenance of Your Site and for all materials and content that
appear on Your Site. Wordtracker will not be responsible for and
disclaims all liability for any of the foregoing.
You agree to indemnify and hold Wordtracker harmless from all
damages, claims, fees (including attorneys' fees), and expenses
arising from or relating to the development, operation, or
maintenance of Your Site and any content displayed on Your Site
including but not limited to any claim that content displayed on
Your Site infringes or misappropriates any intellectual property
right of a third party.
10. Term of the Agreement
The term of this Agreement begins upon Wordtracker's
acceptance of your application for the Affiliate Program,
and ends when terminated by either party in accordance
with this Agreement. You may terminate this Agreement
at any time by giving written notice of termination.
Wordtracker may terminate inactive accounts without
notice, accounts may be deemed inactive due to an
inactive email or site. Closed accounts may be reviewed
upon request. In addition, this Agreement will terminate
immediately upon any breach of this Agreement by you.
Upon termination of this Agreement, Affiliates must immediately
remove all Links from their Properties. Affiliates will not accrue
any Commission for sales or other actions that took place after
termination.
Wordtracker will pay you any commissions you might have
earned before termination 45 days after the end of the
calendar quarter in which this Agreement has been terminated.
11. Modification
Wordtracker may modify any of the terms and conditions contained
in this Agreement and will notify you of the modification via email,
and a change notice will be posted on the Wordtracker Site. If a
modification is unacceptable, you may terminate this Agreement
by giving notice of termination to Wordtracker and following the
procedures in Section 10 (Term of Agreement).
If you do not give Wordtracker notice of termination in accordance
with Section 10 continue to display the Links on Your Site, then
you will be deemed to have accepted the modifications.
12. Relationship of the Parties
You and Wordtracker are independent contractors, and nothing
in this Agreement creates any partnership, joint venture, agency,
franchise, sales representative, or employment relationship
between you and Wordtracker.
You understand that you do not have authority to make or
accept any offers or make any representations on behalf of
Wordtracker. You may not make any statement, whether on
Your Site or otherwise, that would contradict anything in this
section.
13. Confidentiality
During the term of this Agreement, you may have access to
certain Confidential Information (as defined below) of
Wordtracker. You agree
(i)not to disclose any Confidential Information to any third
parties (other than your employees and/or consultants
reasonably requiring such Confidential Information for
purposes of this Agreement who are bound by obligations
of nondisclosure and limited use at least as stringent as
those contained herein) without the express prior
written consent of Wordtracker,
(ii) not to use any Confidential Information for any purposes
except carrying out your rights and responsibilities under
this Agreement, and
(iii) to keep the Confidential Information confidential using
the same degree of care you use to protect your own
confidential information, as long as you use at least
reasonable care.
For purposes of this Agreement, "Confidential Information"
means, any and all information in written, representational,
electronic or other form relating directly or indirectly to the
present or potential business, operation or financial
condition of Wordtracker (including, but not limited to,
marketing plans, customer and supplier lists and
product data) excluding any such information which
at the relevant time
(i) is known to the public (through no act or omission of
the Affiliate in violation of this Agreement),
(ii) is lawfully acquired by the Affiliate from an independent
source having no obligation to Wordtracker maintain the
confidentiality of such information or
(iii) was known to the Affiliate prior to its disclosure under
this Agreement.
14. Disclaimers
EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, WORDTRACKER
MAKES NO, AND EXPRESSLY DISCLAIMS ANY, REPRESENTATIONS
OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE AFFILIATE
PROGRAM, THE LINKS, TRADEMARKS, THE WORDTRACKER SITES,
THE WORDTRACKER SERVICE, AND ANY OTHER SERVICE PROVIDED
BY WORDTRACKER HEREUNDER, AND ANY OTHER SERVICE, CONTENT,
TOOLS, OR RELATED DOCUMENTS OR MATERIALS (IN ELECTRONIC
FORM OR OTHERWISE) PROVIDED HEREUNDER, INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT AND IMPLIED
WARRANTIES ARISING FROM A COURSE OF DEALING OR COURSE OF
PERFORMANCE OR TRADE USAGE. WORDTRACKER EXPRESSLY DISCLAIMS
ANY REPRESENTATION OR WARRANTY REGARDING THE PERFORMANCE,
AVAILABILITY, FUNCTIONALITY, OR ANY OTHER ASPECT OF
THE WORDTRACKER SITE.
15. Limitation of Liability
Wordtracker shall have no Liability to the Affiliate for
any losses whether direct, indirect, special, incidental
or consequential, including:
loss of profits and/or damage to goodwill;
pure economic and/or other similar losses;
special damages;
aggravated, punitive and/or exemplary damages;
loss and/or corruption of data; and/or
business interruption, loss of business, loss of
contracts, loss of opportunity and/or production.
Further, Wordtracker’s aggregate liability for direct damages
under this agreement will not exceed the amount of the total
referral fees paid or payable to you under this agreement.
Wordtracker makes no express or implied representations
or warranties regarding the Wordtracker Website or its
availability or functionality and all implied warranties of
merchantability and/or fitness for purpose are expressly
disclaimed and excluded.
The Affiliate accepts that the operation of the Affiliate
Program, Affiliate Links or the Wordtracker Site(s) may
not be completely free of interruption, errors or omissions
and Wordtracker are not liable for the consequences of
any interruptions or errors in the performance or content
of the Wordtracker Website or Links.
16. Miscellaneous Provisions
This Agreement will be governed by the laws of the United
Kingdom, without reference to rules governing choice of laws.
Any action relating to this Agreement must be brought in the
county courts located in London, United Kingdom 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.
This Agreement represents the entire agreement between us
and you with respect to the Wordtracker Affiliate Program, and
shall supersede all prior agreements and communications of
the parties, oral or written.
This Agreement will be binding on, inure to the benefit of, and
be enforceable against the parties and their respective
permitted successors and permitted assigns.
Wordtracker's failure to enforce your strict performance of any
provision of this Agreement will not constitute a waiver of
Wordtracker's right to subsequently enforce those provisions,
or any other provisions of this Agreement.
The parties acknowledge that any breach for which money
damages will not be an adequate remedy and Wordtracker
may, in addition to any other legal or equitable remedies,
seek an injunction or similar equitable relief against such
breach or threatened breach without the necessity of posting
any bond.
In the event that any provision of this Agreement shall, in
whole or in part, be determined to be invalid, unenforceable
or void for any reason, such determination shall affect only
the portion of such provision determined to be invalid,
unenforceable or void, and shall not affect in any way the
remainder of such provision or any other provision of this
Agreement.
You and Wordtracker agree to negotiate in good faith or to
permit a court or arbitrator to replace any provision of this
Agreement held invalid, unenforceable or illegal with a valid
provision that is as similar as possible in substance to the
invalid, unenforceable or illegal provision. In no event shall
Wordtracker have any liability for any delayed performance
or nonperformance by Wordtracker which results, in whole
or in part, directly or indirectly, from any cause beyond the
reasonable control of Wordtracker. The provisions Sections
5, 9, 10, 13, 14, 15 and this Section 16 shall survive
termination or expiration of the Agreement.
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