|
Terms of Agreement
| Agreement
The Terms of Service and Conditions found below shall govern participation in the SparkleHits.com's Affiliate program (the "Program"). Your participating in the Program is bound by your adherence to the Terms of Service stated in this Agreement. The term 'Affiliate' shall refer to any individual or entity who accepts the terms and conditions of this Agreement and thereby enters into a legally binding contract with SparkleHits.com upon submitting the Affiliate Program application form.
Responsibilities
Affiliate shall enable users of Affiliate's web site to perform search queries or provide them with links by utilizing any form of the Intellectual Property provided by SparkleHits.com deemed necessary for Affiliate such as verticals, Search Boxes, Banners, Text-Link Directories, Full-page Portals, Java-Includes, Dynamic Banners, Text-links, Pop-ups, Panels, XML feed, HTML feed, or other methods that may be provided by SparkleHits.com in the future. Affiliate shall not modify the Intellectual Property, which is herein licensed to Affiliate. Affiliate is solely responsible for the creation and maintenance of its own web site and for all contents that appears on Affiliates web site that Affiliates submitted to Program. Affiliate may not issue any press release or other public statements regarding this Agreement without SparkleHits.com's prior written consent.
Right of termination
SparkleHits.com reserves at their sole discretion to terminate any members account that is thought to have violated any of these terms within this agreement. Any of the above terminations can be carried out without prior notice. SparkleHits.com reserves the right to terminate any account if it is inactive for more than 30days. Inactive means that the account did not generate any clicks or user did not login to account. Example, if your account had no clicks and you did not login during June, your account may be terminated in july. SparkleHits.com reserves the right to terminate the account of any affiliate who publicly posts derogatory and/or slanderous statements about SparkleHits.com, or any of its subsidiaries or officers and will result in forfeiture of all monies owed and possible criminal prosecution. Affiliates sending any hits from any URLs which contain and/or promote the following content: warez, MP3s, ROMs, EMUs, newsgroup postings, SPAM e-mails, or any other site which contains content or promotes activities which are illegal in the United States will result in the immediate cancellation of the account from which the hits were sent. Only one affiliate account is allowed per individual. Any artificial means of generating traffic including, but not limited to, hit bots, multiple clicking scripts, traffic from an open proxy server, targeting specific keywords, hidden links and incentivizing surfers in any way or any other similar activity will result in termination of the account, forfeiture of all monies owed and possible criminal prosecution. Search Exchanges are strictly prohibited. All searches MUST originate from either our home page (with your referral ID), our portal page from one of our searchboxes located on your website. No other form of searches are acceptable. Non compliance will result in immediate termination of your account. All affiliates personal information must be filled out completely to receive payment. Any false or missing information will result in termination of the account and forfeiture of all money owed. SparkleHits.com reserves the right to send payment throught money order to the mailing address supplied by our affiliates if fraudulent activity is suspected. SparkleHits.com shall have the right, in its sole discretion, to determine whether Click-thrus are fraudulent or derived from improper use of the Search Box(es). All decisions by SparkleHits.com are final. Both parties reserve the right to terminate this agreement at their discretion for any reason whatsoever. However, Affiliate must notify SparkleHits.com seven (7) days in advance, in writing or via e-mail, of its intentions to terminate Agreement. Inability to comply with any of said terms of agreement will forfeit any unpaid earnings and result in immediate termination of Affiliate's account. Further legal course of action may be considered to prosecute violating Affiliates. SparkleHits.com will track all Members’ referrals and their commission. SparkleHits.com will have full authority to make final decision in this regard.
Payment
SparkleHits.com will pay Affiliate a commission of minimum 65% of the net bid amount earned by SparkleHits.com for clicks generated as a result of a link from an Affiliate's site. All payments are distributed to Affiliates on a NET 30 basis. Affiliate is responsible to pay all taxes on the monies earned through the SparkleHits.com Program. Affiliate has the option of choosing to receive payments by check, through PayPal, MoneyBookers, Egold, or via other means if Affiliate has special needs. Affiliate is responsible for maintaining all payment and contact information current. SparkleHits.com requires each Affiliate to submit all applicable member info or documents before payments can be made to Affiliate. E-gold payment may not gurantee the net period and may delay. Affiliate may choose to claim timely payment via PayPal, MoneyBookers, or Check.
- Payment by Check option: SparkleHits.com will pay Affiliate upon reaching a level of one fifty ($50.00) dollars for all commissions earned under this Agreement less mailing fees for Affiliates and less any amount SparkleHits.com determines, in its sole discretion, was not validly earned from proper use of the Intellectual Property on Affiliate's site. In other words, commissions earned during any calendar month that are less than one fifty ($50.00) dollars, at SparkleHits.com's sole discretion, shall be carried over to the next billing period. In the event SparkleHits.com has not received payment for a portion of such bid amount earned, SparkleHits.com may delay paying commission due to Affiliate on such portion additional 45 days on the NET term after SparkleHits.com collects such portion.
- PayPal/E-gold: SparkleHits.com will pay Affiliate upon reaching a level of three ($3.00) dollars for all commissions earned under this Agreement less any amount SparkleHits.com determines, in its sole discretion, was not validly earned from proper use of the Intellectual Property on Affiliate's site. In other words, commissions earned during any calendar month that are less than three ($3.00) dollars, at SparkleHits.com's sole discretion, shall be carried over to the next billing period. In the event SparkleHits.com has not received payment for a portion of such bid amount earned, SparkleHits.com may delay paying commission due to Affiliate on such portion additional 30 days on the NET term after SparkleHits.com collects such portion.
- Other Payment Options: Affiliate can arrange with SparkleHits.com for other payment methods (i.e.-wire transfers) in case the aforementioned options do not suffice. However, other payment options may require additional processing time and be subject to some restrictions and additional fees.
Referral Program
SparkleHits.com agrees to pay Affiliate percent of money earned by referrals that are accepted into the SparkleHits.com Network during the term of this Agreement. The percent may vary by the affiliate member type of each Affiliate will be paid in accordance with the payment terms described herein. Affiliate may not signup under its own account without being approved by SparkleHits.
Reporting
Affiliate is fully responsible to maintain and preserve for at least one (1) year following termination or expiration of the Term, accurate records relating to the number of Searches during the Term. SparkleHits.com shall have the right to review such records, including but not limited to log files, upon request to Affiliate.
License
SparkleHits.com hereby grants to Affiliate a non-exclusive, non-transferable, royalty-free license to use, reproduce, display, transmit, and redistribute SparkleHits.com's linking methods, advertising, creative and related materials including search boxes, directories, exit consoles, vertical banners, and branded or co-branded search result pages and (ii) use and display SparkleHits.com‘s trademarks, service marks and logos during the Term solely to display the Search Interfaces in furtherance of Affiliate's performance under this Agreement. Permission to use SparkleHits.com's material is subject to change at any time deemed appropriate by SparkleHits.com and Affiliate agrees to comply with all reasonable guidelines for usage of SparkleHits.com Trademarks that may be provided by SparkleHits.com from time to time. Expiration of the Term or any other termination of this Agreement will immediately nullify and void all license privileges granted to Affiliate by SparkleHits.com. Affiliate hereby grants to SparkleHits.com a non-exclusive, royalty-free license to use and display Affiliate's trademarks, service marks and logos during the Term of this Agreement. Expiration of the Term or any other termination of this Agreement will immediately nullify and void all license privileges granted to SparkleHits.com by Affiliate.
Search and Click Standards
Affiliate may not in any way “beg” or incentivize searches or clicks, use incentive techniques to drive traffic to the affiliate's site, nor may the Affiliate modify the Search Materials. Loading of search results through inframes is expressly forbidden especially while using a third party page or passing the results from another domain to accomplish this. Affiliate may not cache search results. Clicks generated from cached search results will not be paid for unless caching has been pre-approved by SparkleHits.com. Clicks without a referral url may not be counted or paid for. Deductions to affiliate payments may be made if it is determined by SparkleHits.com that traffic sent by Affiliate is fraudulent, incentivized or generally of very low quality. SparkleHits.com does not guarantee its bid prices as they are dynamic and keep changing from time to time. Affiliates suspected of cheating or in breach of any clause of the Agreement will have their account terminated without notification, notice or warning. It is the Affiliate's responsibility to inquire about further information regarding his/her account from SparkleHits.com's billing department if payment is not received by affiliate when it is due. SparkleHits.com reserves the right to limit or annul Affiliate's access to premium advertisers with higher bids. By having been approved by SparkleHits.com, Affiliates may build a search portal containing at least 100 keywords in at least 8 topics(categories) and a search box. Affiliates cannot try and defraud the system by changing IP addresses or using any kind of click software. The use of open proxies is strictly prohibited. Affiliates found using proxies will immediately lose their account. Failure to comply with the ‘Search and Click Standards' may result in termination of Affiliate's participation in the SparkleHits.com Program and in the forfeiture of all monies owed to affiliate by SparkleHits.com.
Disclaimers
SparkleHits.com DISCLAIMS ALL WARRANTIES OR CONDITIONS, EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SparkleHits MAKES NO WARRANTIES WITH RESPECT TO ITS SERVICES.
Liability Limitation
SparkleHits WILL IN NO EVENT BE LIABLE TO AFFILIATE FOR (I) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM SUCH PARTY S PERFORMANCE OR NON-PERFORMANCE UNDER ANY PROVISION OF THIS AGREEMENT OR THE PROVISION OF SUCH PARTY'S SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, OR (II) ANY AMOUNT IN EXCESS OF THE AMOUNT PAYABLE BY SparkleHits TO AFFILIATE DURING THE TERM. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THIS SECTION SHALL NOT LIMIT AFFILIATE'S LIABILITY TO SparkleHits FOR WILLFUL AND MALICIOUS MISCONDUCT, BREACH OF CONFIDENTIALITY OBLIGATIONS, OR FULFILLMENT OF ANY INDEMNIFICATION OBLIGATIONS HEREUNDER.
Representation and warranties
Affiliate party represents and warrants that: (i) it has power and authority to enter into this Agreement and to carry out its provisions; (ii) it is duly authorized to execute and deliver this Agreement and to perform its obligations; and (iii) this Agreement is valid and legally binding upon it and the execution, delivery and performance of this Agreement by such party does not conflict with any other agreement, instrument or understanding to which it is a party or by which it may be bound nor would violate any law or regulation of any court, governmental body or agency having jurisdiction over it. Affiliate hereby represents, warrants and covenants to SparkleHits.com that (i) it will not use any form of mass unsolicited electronic mail solicitations, news group postings, IRC posting, or any other form of "spamming" as a means of promoting its Web site or for the purpose of directing or referring users to any Web sites owned, operated or controlled by SparkleHits.com; (ii) that Affiliate will not copy or reproduce, alter, modify or change, broadcast, distribute, transmit or disseminate the SparkleHits.com Materials in any manner that violates the terms and conditions of this Agreement; (iii) that Affiliate will not use, promote, or display any method of masking electronic identity on the Internet, serial numbers, cracks and hacks, Warez, any program cheats, or any similar application or information relating to such application; (iv) that Affiliate will not, directly or indirectly, place any SparkleHits.com Materials on any page that contains, or is accessible by any hyperlinks maintained or created on Affiliate's Web site: (a) any material which constitutes, or could be construed, as being abusing to animals, (b) any material which entices or promotes hate or violence against any particular race, nationality, religion or lifestyle, (c) any material that is illegal, threatening, abusive, hateful, defamatory, libelous, slanderous, scandalous or injurious to the reputation of any person or entity; or (d) any material which constitutes an infringement, misappropriation or violation of any person's intellectual property rights such as copyrights, trademark rights, rights of publicity, patent rights, personal property rights, privacy rights or other rights; or (e) any program, file, data stream or other material which contains viruses, worms, "Trojan horses" or any other destructive feature, regardless of whether damage is intended or unintended, which may detriment or have an adverse effect on any computer equipment, loss or corruption of data or programs, or inconvenience to any person, agency or entity.
Assignment
Affiliate may not assign this Agreement, in part or in whole, by operation of law or otherwise without the prior written consent of SparkleHits.com; provided, however, that Affiliate may assign this Agreement to an acquirer of all or of substantially all of such party s equity securities, assets or business relating to the subject matter of this Agreement or to any entity controlled by, controlling or under common control with such party. In the case where an assignment is made by Affiliate in violation of this agreement, the assignment shall be null, void and of no effect. However, SparkleHits.com may assign this Agreement, at its sole discretion.
Modifications
SparkleHits.com reserves all rights and may modify the terms of this Agreement without prior notice. SparkleHits.com will attempt to inform Affiliate of modifications to this Agreement by posting an announcement of these changes in the Affiliate “Member Area” of its website. Affiliate's continued use of SparkleHits.com materials will constitute an acceptance of the modified agreement.
Miscellaneous
The term of this Agreement (the "Term") shall commence on the date Affiliate agrees to the terms and conditions of this Agreement and shall continue in force for a period of one-year thereafter, unless earlier terminated as provided herein. This Agreement will renew automatically for successive one-year periods until expiration of the commercial usefulness of the Search Results, until either party gives written notice to the other party of its intent not to renew no less than thirty (30) days prior to the end of the previous one-year period, or until terminated.
|
|
