The Commission Payment
Agreement
For our program, we issue checks/paypal around the middle of each
month with a $100 minimum (This means that if you are to earn $60 one
month, the $60 is added to the next month payment until $100 is
reached; if affiliate is to earn $240, we will pay $240).
There is
always some lapse in time between when people are creating
profiles and users becoming paying members. You would expect
sales in two weeks or three if you just start/ restart promoting
our site.
AFFILIATE PROGRAM AGREEMENT
This PositiveSingles.com Affiliate Program Agreement (Agreement)
describes the entire terms and conditions for participation in
the Datingsites Affiliate Program (Affiliate Program). The
Affiliate Program is operated by Successfulmatch.com doing
business as PositiveSingles.com. In this Agreement, PositiveSingles.com and
Successfulmatch.com are collectively referred to as
PositiveSingles.com. In this Agreement, the term Affiliate refers to
you, and "sponsoring Web site" refers to the Web site from which
you will link to PositiveSingles.com. Wherever the Agreement refers to
"you" or "your it means the Affiliate, and "we" or "our" refer
to PositiveSingles.com, and our Web site refers to our PositiveSingles.com
web site.
1. Acceptance of Affiliates Application and this Agreement. Our
approval of your application to become an Affiliate is
conditional upon your making truthful representations in that
application. We reserve the right to immediately cancel this
Agreement if we find that you have made false representations in
your application. Your accepting our invitation to become an
Affiliate by checking the acceptance box is equivalent to you or
your authorized agent actually signing this Agreement, which
acceptance shows your intent to be bound by the terms and
conditions of this Agreement. By accepting this Agreement, you
represent and warrant you have the necessary and full rights,
power, authority, and capabilities to enter into this Agreement
and to perform its obligations hereunder; and the acceptance and
performance of your obligations under this Agreement willnot
violate the rights of any third party, nor any applicable
federal, state, and local law or regulation.
2. Log-In Combination and Tax Identification Number. Upon our
approval of your application and your acceptance of this
Agreement, we will provide you with a log-in combination so that
you may access your account with us. DO NOT REVEAL YOUR LOG-IN
INFORMATION TO ANYONE. If you are based in the United States of
America . you must provide us with a social security number,
employer identification number, or taxpayer ID number for
payment and record keeping purposes. If you fail to provide us
with a valid social security number, employer identification
number, or taxpayer ID, you forfeit your right to a commission,
which is referred to in this Agreement as a Bounty Fee. If you
are a non-U.S. based Affiliate, you need not submit a social
security number, employer identification number, or taxpayer ID,
but you must provide us with any tax identification number that
your government may require you to provide to us.
3. Bounty Fees Earned. You will earn Bounty Fees on customers
you refer to us, as set forth below. We have no other obligation
to pay you any other compensation. All of our rules, operating
procedures, policies, and web site use agreements (collectively
Policies) will apply, without exception, to all customers you
refer to us. We reserve the right to reject any subscription
order that does not comply with our Policies.
a. Amount of Bounty Fee. Our Bounty Fee is subject to change by
us. Until we change the Bounty Fee, you will earn the whole (see
table below) of the current base monthly subscription price on
our web site (currently 10 ) for each customer you refer to our
web site when they make their first subscription payment to us.
The bounty fee you earn is calculated when there are 5 numbers
of referrals we receive from you who make a subscription
payment. We may change the Bounty Fee by posting a notice on our
Web Site, which change shall be effective ten (10) days after we
post the notice.
b. Price for Subscription. The
prices charged for subscriptions sold under the Affiliate
Program will be determined by us according to our own pricing
Policies. Prices may vary from time to time as determined in our
sole discretion without notice to you.
c. Qualifying New Subscription.
Only a customer from whom we actually collect cash for a
subscription on our Web site by way of a valid credit card,
check, or money order or other means will qualify as a new
subscriber on which a Bounty Fee will be paid. We reserve the
right to not pay a Bounty Fee on a subscriber who (i) was
previously a PositiveSingles.com subscriber, (ii) discontinues a
subscription and re-signs as a new subscriber under the same or
a new user name within three (3) months of dropping the old
subscription, or (iii) subscribes as a result of churning by
you. For purpose of this Agreement, the definition of churning
includes, without limitation, the activity of initiating and
canceling subscriptions by you or your agents such that it
appears to us that the activity is not to provide us with
customers who are actually interested in our Web site but
instead the activity is primarily to create Bounty Fees for you.
d. Renewals. You shall not be paid commissions on renewing
subscriptions.
e. Refunds, Charge-backs, and Bad Checks. If a subscription is
later refunded to the customer or charged back by the customer,
or if a customer's check does not clear, any associated
return-check, at our discretion, charge-back fees will be
deducted from the next monthly payment sent to you.
f. PositiveSingles.com Policies Apply to All Orders. Every person who
is referred by you and buys a subscription to PositiveSingles.com is
deemed to be our customer. You do not have the authority to make
or accept any offer on our behalf. All of our Policies regarding
customer orders, including pricing and problem resolution, will
apply to these customers. We are not responsible for any
representations made by you that contradict our Policies.
g. Subscription Payment Processing. We will be solely
responsible for processing every subscription order placed by a
customer referred by you. Payment processing, renewal payment
processing, cancellations and refund processing, and related
customer service are our sole responsibility.
h. Tracking of Subscription Sales. We will be solely responsible
for tracking subscription sales referred by you. To protect our
customer privacy, the names or other personal information about
specific customers will not be provided to you but shall be
retained exclusively by us. In addition, all personal
information about specific customers collected by us shall be
owned solely and exclusively by us. You agree that your role as
an Affiliate is limited to referring prospective customers to
us, and you agree not to represent that you are collecting
information for Datingistes.com .
i. Confidentiality. The amount of the Bounty Fees that you earn
are confidential. We reserve the right to terminate this
Agreement if we discover that you have shared the amount of
Bounty Fees you have earned with any third party except as
required by law.
4. Intellectual Property Rights. As an Affiliate, you are
allowed to place on the sponsoring Web site a hyperlink to our
Web site, either in text or with one of our pre-approved banners
or logos provided by us. We will not be responsible if you use
another party's copyrighted material in violation of the law.
Between us and you, the following will apply:
a. Limited Non-Exclusive License. We shall retain all rights,
titles, and interests (local and worldwide) in and to our
respective trademarks, service marks, and trade names
("Intellectual Property") subject to a limited non-exclusive,
non-transferable license necessary to perform this Agreement. We
grant to you a royalty-free, non-exclusive, non-transferable
license, during the term of this Agreement, to include our
Intellectual Property solely in connection with a hyperlink to
our Web site.
b. No Alteration of Intellectual Property. You shall use our
Intellectual Property only as provided, and shall not alter the
Intellectual Property in any way, nor shall you act or permit
action in any way that would impair our rights in our
Intellectual Property. You acknowledge that your use of our
Intellectual Property shall not create any right, title, or
interest in our Intellectual Property. We shall have the right
to monitor the quality of your use of our Intellectual Property.
Any references to our Intellectual Property shall contain the
appropriate trademark, copyright, or other legal notice provided
from time to time by us.
c. Notices and Goodwill. You may neither alter nor remove any
proprietary notices from our Intellectual Property. Any goodwill
accruing from the use of our Intellectual property shall inure
to us.
d. Reservation of Rights. We expressly reserve all Intellectual
Property rights not granted to you herein.
5. Prohibited Content. You agree not to display any of the
following contents or engage in any of the following activities
on the sponsoring Web site. We reserve the right to immediately
terminate this Agreement, and you agree to remove all of our
Intellectual Property and references to our Web site and to
sever all hyperlinks to our Web site, if any of the following
content or activity is present on the sponsoring Web site:
Sexually explicit material (pornography); Violent images or
messages that promote violence; Promotion of discrimination
based on race, sex, religion, national origin, physical
disability, sexual orientation, or age; Promotion of illegal
activities; Promotion or display of defamatory, libelous, or
harmful material or material that otherwise infringes upon the
rights of any third parties; Content that is inconsistent with
our Policies; and
Spamming (repeated, unsolicited e-mails) of your users who have
purchased a PositiveSingles.com subscription.
Whether the sponsoring Web site includes or engages in any of
the above listed prohibited contents or activities shall be
determined in our sole judgment, without regard to any legal
standard.
6. Modifications to this Agreement. We reserve the right to
change any of the terms and conditions in this Agreement, at any
time and at our sole discretion, upon prior notice to you by
posting a notice on our Web site. Such new terms and conditions
will take effect 10 days after posting. Without limiting the
generality of the foregoing, the Bounty Fee is subject to change
without notice other than posting such change on our Web site.
We will not reduce the Bounty Fees on subscriptions purchased
prior to the effective date of the modifications to this
Agreement. You may not change or modify this Agreement.
7. Cancellation of this Agreement.
a. Cancellation and Notice. Either party, acting in their sole
discretion, may choose to cancel this Agreement at any time by
written notice of cancellation to the other, which notice may be
sent by email. Such cancellation will be effective 3 days after
notice to the other party has been sent unless the Agreement is
terminated by us for your violation of Section 1, Acceptance of
Affiliates Application and this Agreement, or Section 5,
Prohibited Content, above, in which case termination will be
effective immediately upon notice being sent to you. If you do
not generate any Bounty Fees during a consecutive 120 day
period, this Agreement shall be automatically terminated without
notice.
b. Removal of Intellectual Property and Hyperlinks. Upon the
termination of this Agreement, for any reason, you agree to
remove all of our Intellectual Property and references to our
Web site and to sever all hyperlinks to our Web site.
8. Warranty Disclaimer. THE WARRANTIES CONTAINED IN THIS
AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS,
EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
9. Indemnification. You shall defend, indemnify, and hold
harmles to PositiveSingles.com,its parent, subsidiary, and affiliated
companies and its and their directors, officers, employees,
affiliates, and agents, against any claim, demand, cause of
action, debt, or liability, including reasonable attorney's
fees, (individually and collectively Claim) to the extent that (i)
the Claim is based upon a breach of your representations,
warranties, or obligations hereunder, (ii) the Claim arises out
of your negligence or willful misconduct, or (iii) the Claim is
based upon your violation of any applicable federal, state, or
local law or regulation in providing products or services
hereunder.
10. Independent Contractors. You and PositiveSingles.com are
independent contractors with each other, and nothing in this
Agreement is intended to or will create any form of partnership,
joint venture, agency, franchise, sales representative, or
employment relationship between the parties.
11. Assignment. You shall not assign this Agreement, by
operation of law or otherwise, without our prior written
consent. Subject to the foregoing restriction, this Agreement is
binding upon, inures to the benefit of and is enforceable by the
parties and their respective successors and assigns.
12. Non-Waiver. The failure in any one or more instances of a
party to insist upon performance of any of the terms, covenants
or conditions of this Agreement, to exercise any right or
privilege in this Agreement conferred, or the waiver by said
party of any breach of any of the terms, covenants, or
conditions of this Agreement, shall not be construed as a
subsequent waiver of any such terms, covenants, conditions,
rights, or privileges, but the same shall continue and remain in
full force and effect as if no such forbearance or waiver had
occurred. No waiver shall be effective unless it is in writing
and signed by an authorized representative of the waiving party.
13. Limitations of Liability. THIS SECTION DESCRIBES THE FULL
EXTENT OF OUR RESPONSIBILITY FOR ANY CLAIMS A YOU MAKE FOR
DAMAGES CAUSED BY THE FAILURE OF THE PositiveSingles.com WEB SITE, OR
ANY OTHER CLAIMS IN CONNECTION WITH US OR THIS AGREEMENT.
a. Limitation on Damages. IN NO EVENT SHALL WE BE LIABLE FOR
DAMAGES, DIRECT OR INDIRECT, INCLUDING INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SUFFERED BY YOU, OR BY A SUBSCRIBER TO
PositiveSingles.com, OR BY ANOTHER THIRD PARTY ARISING FROM OUR BREACH
OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL
GROUND OF ACTION. FURTHER, WE WON'T BE LIABLE FOR PUNITIVE,
RELIANCE, OR SPECIAL DAMAGES. THESE LIMITATIONS APPLY EVEN IF
THE DAMAGES WERE FORESEEABLE OR PositiveSingles.com WAS TOLD THEY WERE
POSSIBLE, AND THESE LIMITATIONS APPLY WHETHER THE CLAIM IS BASED
ON CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, OR ANY
OTHER LEGAL OR EQUITABLE THEORY. THIS INCLUDES, WITHOUT
LIMITATION, ANY CLAIM FOR LOST BOUNTY FEES ALLEGEDLY RESULTING
FROM A SERVICE INTERRUPTION OF OUR WEB SITE.
b. Sole and Exclusive Remedy. You understand that if you become
dissatisfied with us or our Web site, your sole and exclusive
remedy will be to cancel this Agreement.
14. Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF UTAH,
U.S.A., WITHOUT REGARD TO CONFLICTS OF LAWS PROVISIONS. FOR ANY
AND ALL ACTIONS THAT ARE ALLOWED BY THIS AGREEMENT OR BY THE
APPLICABLE RULES OF ARBITRATION TO BE BROUGHT IN A COURT, THE
PARTIES HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION
OF THE FEDERAL AND STATE COURTS OF THE STATE OF UTAH, LOCATED IN
SALT LAKE COUNTY AND UTAH COUNTY, U.S.A. AND HEREBY AGREE THAT
ANY SUCH COURT SHALL BE A PROPER FORUM FOR THE DETERMINATION OF
ANY DISPUTE ARISING UNDER THIS AGREEMENT.
15. Dispute Resolution. IT IS IMPORTANT THAT YOU READ THIS
ENTIRE SECTION CAREFULLY. THIS SECTION PROVIDES FOR RESOLUTION
OF DISPUTES THROUGH FINAL AND BINDING ARBITRATION BEFORE A
NEUTRAL ARBITRATOR INSTEAD OF BEFORE A COURT WITH A JUDGE OR
JURY OR THROUGH A CLASS ACTION.
a. Time Limitation to Bring Claims and Disputes. YOU AGREE THAT
ANY CLAIM OR DISPUTE ARISING OUT OF OR RELATING TO THIS
AGREEMENT MUST BE BROUGHT WITHIN ONE YEAR AFTER THE DATE THE
BASIS FOR THE CLAIM OR DISPUTE FIRST ARISES. THIS TIME
LIMITATION APPLIES TO ALL MATTERS SUBMITTED TO A COURT OR
ARBITRATION, EXCEPT THIS TIME LIMITATION DOES NOT APPLY TO YOUR
VIOLATION OF SECTION 4, INTELLECTUAL PROPERTY RIGHTS, THE TIME
LIMITATION FOR WHICH SHALL BE GOVERNED BY THE LAW APPLICABLE TO
THE VIOLATION OF THOSE RIGHTS.
b. No Joinder Allowed. NO DISPUTE MAY BE JOINED WITH ANOTHER
LAWSUIT OR JOINED IN AN ARBITRATION WITH A DISPUTE OF ANY OTHER
PERSON OR RESOLVED ON A CLASS-WIDE BASIS. YOU WAIVE ANY CLAIMS
FOR AN AWARD OF DAMAGES THAT ARE EXCLUDED UNDER THIS AGREEMENT.
c. Duty to Attempt to Resolve Disputes. Before a party takes a
dispute to arbitration or to small claims court, that party must
first write to the other party and give the other party an
opportunity to resolve the dispute. If the dispute cannot be
satisfactorily resolved within sixty days from the date the
other party is notified by the other of a dispute, then either
party may, as allowed by this Agreement
d. Exceptions to Informal Dispute Resolution and Arbitration.
The requirement of attempting to informally resolve the matter
will not apply if: (i) the expiration of the statute of
limitations for a cause of action is imminent; or (ii)
injunctive or other equitable relief is necessary to enjoin an
ongoing injury or to mitigate damages. Further, the requirement
that matters be submitted to arbitration shall not prohibit a
party from seeking injunctive relief pending arbitration.
16. Entire agreement. This Agreement constitutes the entire
agreement between us and you with respect to the Affiliates
Program.
17. Severability. If for any reason an arbitrator or a court of
competent jurisdiction finds any provision of the Agreement, or
portion thereof, to be unenforceable, that provision shall be
enforced to the maximum extent permissible so as to effect the
intent of the provision, and the remainder of this Agreement
shall continue in full force and effect.
18. Headings. The headings of the sections and their subsections
contained in this Agreement are for the convenience of the
reader only and do not modify the provisions of this Agreement.
|
