AFFILIATE MARKETING AGREEMENT
Effective Date: December 1, 2009
To Review Material Modifications Since May 1, 2009, Scroll To The Bottom of The Page
THIS APPLICATION FOR ENROLLMENT AS A DIGITAL CONTRACTS, INC. ("DCI") MARKETING AFFILIATE WHICH, IF ACCEPTED BY DCI, WILL BECOME A LEGALLY BINDING AGREEMENT THAT WILL GOVERN YOUR PARTICIPATION IN THE "DCI AFFILIATE PROGRAM". BY CHECKING THE "I ACCEPT" BUTTON AND CLICKING ON THE “CLIICK HERE TO SIGN UP TODAY! BUTTON BELOW, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
1. Parties. The parties to this Agreement are you, and the owner and operator of this website, Digital Contracts, Inc. ("DCI"). If you are not acting on behalf of yourself as an individual, then "you" means your company or organization. All references to "your site" refers to the site that will link to this site (and which you will identify in your application). All references to "we", "us", "our", "this website" or "this site" shall be construed to mean DCI.
2. We reserve the right to modify this Agreement at any time by posting an amended Agreement that is always accessible on this page and/or by giving you prior notice of a modification. You should check this Agreement periodically for modifications by scrolling to the bottom of this page for a listing of material modifications and their effective dates. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED USE OF THIS SITE FOLLOWING OUR POSTING OF AN AMENDED AGREEMENT OR PROVIDING YOU NOTICE OF A MODIFICATION WILL CONSTITUTE BINDING ACCEPTANCE.
3. Eligibility. Eligibility requirements for participation in the DCI Affiliate Program are determined in our sole discretion. We do not allow minors to participate in the Program.
4. Appointment of Affiliate And Restrictions. Effective upon our acceptance of your affiliate application, DCI hereby authorizes you to participate in the DCI Affiliate Program (also referred to as the "Program") for purposes of promoting and marketing our online legal contract drafting services (“DCI Services”).
4.1 This Agreement does not establish Affiliate as DCI's agent or representative for any other purpose other than those purposes expressly provided herein. Affiliate is not authorized to accept orders or to enter into contracts or to create any obligation in DCI's name, or to transact any business on behalf of DCI.
4.2 The relationship of DCI and Affiliate shall be and shall at all times remain, that of independent contractors, and not that of employer and employee, franchisor and franchisee, joint venturers, or partners. No payment of any fee or equivalent charge is required of Affiliate by DCI as a condition to enter into this Agreement.
5. Emails From Us. You acknowledge that as a participant in the Program, we may from time to time send you email updates about the Program. By participating in the Program, you consent to our sending you these email updates.
6. Referral Fees And Payment Terms. We will pay you referral fees monthly in accordance with the settings in your online account. If we receive referrals for the same customer from multiple affiliates, the first affiliate from whom we receive a referral will be credited with any sale attributed to such user, and the remaining affiliates shall not be credited with a sale for purposes of fees. In no event shall we be liable for more than a single referral fee for a single referral.
7. Order Processing And Fulfillment. We will be solely responsible for all aspects of processing and fulfillment for orders for DCI Services placed by referrals. We reserve the right to reject orders that do not comply with any requirements that we may establish from time to time.
8. No-Spam Policy. You may engage in general email promotions; provided, however, that as a condition of your participation in our Affiliate Program, you agree to comply strictly with all applicable laws (federal, state, and otherwise) that govern marketing email, including without limitation, the CAN-SPAM Act of 2003 and all other anti-spam laws.
9. Use of Keywords In Search Engine Optimization And Online Advertising. You are authorized to use search engine optimization and online advertising in your marketing efforts; provided, however, you are not authorized to purchase or register any keywords, search terms or other identifiers that include any principal words in our tradename, domain name, or any of our trademarks or logos, or any variation thereof ("Proprietary Terms") for use in any search engine, portal, pay-per-click advertising service, or other search, advertising, or referral service. From time to time we may request that you cause any applicable web search provider to exclude Proprietary Terms from keywords used to display your advertising content in association with search results, assuming the provider of such web search engine offers such exclusion capabilities. If we determine, in our sole discretion, that you have engaged in any of the foregoing activities or, as the case may be, refused promptly to comply with a request from us to exclude Proprietary Terms from any keyword as provided above, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement and/or terminate this Agreement.
10. Recruitment of Sub-Affiliates. You are permitted to recruit sub affiliates as described on this site; provided, however, that each sub affiliate is subject to our prior approval. You agree that each sub affiliate approved by us is required to enter into an agreement satisfactory to us as a condition of becoming an affiliate.
11. Federal Trade Commission Rules Regarding Endorsements and Testimonials. The Federal Trade Commission classifies you as an “endorser” for our products or services that you market as our affiliate. Accordingly, you are required to disclose your “material connections” with us in your capacity as our affiliate. This means, among other things, that you should disclose the fact that you are compensated for promoting our products and services. You agree to comply strictly with all FTC requirements in your affiliate marketing activities. Refer to the following FTC publications for guidance: (i) Guides Concerning the Use of Endorsements and Testimonials in Advertising (http://www.ftc.gov/os/2009/10/091005endorsementguidesfnnotice.pdf), and (ii)Dot Com Disclosures (http://ftc.gov/bcp/edu/pubs/business/ecommerce/bus41.pdf). You may also contact us if you have questions regarding these requirements.
12. Federal Trade Commission Rules Regarding Truthful and Non-Deceptive Advertising. The Federal Trade Commission (FTC) and various state laws prohibit advertising that is false or misleading. Accordingly, you are required to substantiate your advertising claims prior to dissemination to state these claims in clear language that is both true and also not misleading. You agree to comply strictly with all FTC and state law requirements in your affiliate marketing activities. Refer to the following FTC publication for guidance: Advertising and Marketing on the Internet: Rules of the Road (http://ftc.gov/bcp/edu/pubs/business/ecommerce/bus28.shtm). You may also contact us if you have questions regarding these requirements.
13. Consent to Release of Information. You agree that we may provide information about you and your affiliate relationship with us (i) to any governmental or regulatory agency that is investigating your affiliate marketing methods, procedures, or communications, and (ii) to any private person or organization which we believe may have a good faith claim based on your affiliate marketing methods, procedures, or communications.
14. Your Representations And Warranties. You agree to make no representation or warranty regarding this site or DCI Services which is inconsistent with or in addition to information provided on this site.
15. Warranty Disclaimer. ALTHOUGH DCI RESERVES THE RIGHT TO MAKE A LIMITED WARRANTY TO THE USER, DCI MAKES NO WARRANTY TO AFFILIATE. DCI PROVIDES THE DCI SERVICES AND/OR PRODUCT(S) "AS-IS" AND WITH ALL FAULTS. NEITHER DCI NOR ANY OF ITS SUPPLIERS OR RESELLERS MAKES ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED TO AFFILIATE. DCI AND ITS SUPPLIERS SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND DATA ACCURACY. THERE IS NO WARRANTY OR GUARANTEE THAT THE OPERATION OF THE DCI SERVICES AND/OR PRODUCT(S) WILL BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE, OR THAT THE DCI SERVICES AND/OR PRODUCT(S) WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE, QUALITY, ACCURACY, PURPOSE, OR NEED. FURTHER, AFFILIATE ACKNOWLEDGES AND AGREES THAT THE INTERNET IS A NETWORK OF PRIVATE AND PUBLIC NETWORKS, THAT DCI HAS NO CONTROL OVER THE INTERNET, AND THAT THIS SITE IS NOT LIABLE FOR THE DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE INTERNET WHICH MIGHT RESTRICT OR PROHIBIT THE OPERATION OF DCI'S SERVICES AND/OR PRODUCT(S). THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO MARKETING OF THE DCI SERVICES OR PRODUCT(S) IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.
16. Disclaimer of Incidental and Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER UNDER ANY THEORY INCLUDING CONTRACT AND TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCTS LIABILITY) FOR ANY INDIRECT, SPECIAL OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF THE PARTY CAUSING SUCH DAMAGES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17. Liability Cap. In no event shall the aggregate liability of either party, if any, including liability arising out of contract, negligence, strict liability in tort or warranty, or otherwise, including without limitation any liability for direct damages, exceed the total amount of referral paid or payable for the three (3) months immediately preceding the claim
18. No Trademark License. No license is granted herein for use of our tradename or trademarks; however, you are authorized to use any materials provided by us such as banner advertisement links, button links, and/or a text links which may incorporate our tradename or trademarks, but only in the form provided by us and only during the term of this Agreement.
19. Term of Agreement. The term of this Agreement will begin upon our acceptance of your 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 notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to this site and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you in connection with the Program. You are eligible to earn referral fees only on sales to referrals that occur during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
20. Notices. We may give notice to you by means of (i) a general notice in your account information, (ii) by electronic mail to your e-mail address on, or (iii) by written communication sent by first class mail or pre-paid post to your address on record. Such notice shall be deemed to have been given upon the expiration of forty eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or twelve (12) hours after sending (if sent by email). You may give notice to us (such notice shall be deemed given when received by us) at any time by any of the following: (a) by letter sent by confirmed facsimile to us at the following fax number 678-623-9020, or (b) by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to us as follows: 115 Perimeter Center Place, Ste. 170, Atlanta, GA 30346, in either case, addressed to the attention of “President of the Company”. Notices will not be effective unless sent in accordance with the above requirements.
21. Arbitration. Except for actions to protect intellectual property rights and to enforce an arbitrator's decision hereunder, all disputes, controversies, or claims arising out of or relating to this Agreement or a breach thereof shall be submitted to and finally resolved by arbitration under the rules of the American Arbitration Association ("AAA") then in effect. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties in accordance with AAA rules. The arbitration shall take place in Atlanta, Georgia. The arbitrator shall apply the laws of the State of Georgia to all issues in dispute. The findings of the arbitrator shall be final and binding on the parties, and may be entered in any court of competent jurisdiction for enforcement. Legal fees shall be awarded to the prevailing party in the arbitration.
22. Continuing Obligations. The following obligations shall survive the expiration or termination hereof and the distribution grace period provided above: (i) any and all warranty disclaimers, limitations of liability and indemnities granted by either party herein, (iv) any covenant granted herein for the purpose of determining ownership of, or protecting, the Proprietary Rights, including without limitation, the confidential information of either party, or any remedy for breach thereof, and (v) the payment of taxes, duties, or any money hereunder.
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Material Modifications Since May 1, 2009.
Effective December 1, 2009, the following material modifications were made:
Section 10 – added section regarding recruitment of sub affiliates.
Sections 11 through 13 – added sections for compliance with FTC Guides.
