This
Affiliate Agreement (the "Agreement") sets forth
the terms and conditions between DirectWhite.com ("DirectWhite.com"),
and you, as an affiliate ("you").
DirectWhite.com is
a merchant providing and affiliate marketing
opportunity. This Affiliate
Marketing Network (the "Network") is where a person,
entity, publisher or its agent ("Affiliate") operating
one or more Internet websites and/or subscription e-mail lists
("Affiliate Websites") may earn financial compensation
("Commissions") through sales, leads and/or clicks
("Leads") made from the Affiliate Website through
an Internet connection (a "Link") to a website operated
by the Merchant (the "Merchant Website"). BY SUBMITTING
YOUR APPLICATION TO BECOME AN AFFILIATE, YOU AFFIRM THAT YOU
HAVE READ AND AGREE TO BE BOUND BY AND COMPLY WITH THIS AFFILIATE
AGREEMENT.
In
consideration of the mutual promises and covenants contained
herein, and other valuable consideration,
DirectWhite.com and
you agree as follows:
1. Services of Affiliate.
2. By accepting this Agreement,
you are agreeing to serve as an Affiliate to the Merchant by
providing a Link between your Affiliate Websites and the Merchant
Website and by encouraging Visitors to visit the Merchant Website
and generate Leads, and DirectWhite.com is agreeing to pay you
commissions for those Leads, all subject to the further terms
and conditions set forth below. General Enrollment Information
1.
You must read the terms and conditions of this Agreement and
check the "I accept" option in the membership registration
form to indicate your acceptance of the terms and conditions
of this Agreement before you may proceed with participating
in the Network.
2.
You understand and agree that your membership as an Affiliate
is conditioned upon your continued adherence to the terms and
conditions of this Agreement. Failure to follow these terms
and conditions constitutes grounds for your immediate termination
as an Affiliate without further notice at
DirectWhite.com's sole
discretion.
3.
Be advised that DirectWhite.com may change, suspend or discontinue
any aspect of the Service at any time, including the availability
of any service feature, links, sponsor database, or site content.
The Network may be interrupted from time to time, and may not
always be virus or error-free. DirectWhite.com reserves the right
in its sole discretion to periodically monitor an Affiliate's
use of the Service at any time without notice for the purpose
of determining compliance with this Agreement and may randomly
request that an Affiliate provide proof in order to verify
the accuracy of the account information provided by you at
the time of registration.
4.
You must provide DirectWhite.com with accurate, complete and
updated registration information, including accurate name,
address and email address. You may not activate more than one
Affiliate account; (ii) select or use a username of another
person with the intent to impersonate that person; (iii) use
a name subject to rights of another person without authorization
from that person; or (iv) use false names or addresses to activate
an Affiliate account.
3. Affiliate Qualifications.
1.
In order for you to obtain and maintain the right to participate
in the Service, you must always meet the following requirements.
DirectWhite.com reserves the right to terminate you membership
if you fail to comply with these requirements.
*
You must be 18 years of age;
*
Your site must be available in English;
*
You must have an active website or e-mail newsletter to be
accepted into the Network;
*
You may not place a frame around the Merchant Website or the
DirectWhite.com.com Network Website;
*
DirectWhite.com does not allow affiliates to incentivize any
of our offers. Your site must not be 'point, lottery, or rewards'
based encouraging users to click on our advertiser banners
or use our advertisers to generate revenue for users to win
points, get rewards, or other incentives unless expressly approved
in writing from DirectWhite.com.
2.
In order to become an Affiliate, your site must
not contain any of the following:
*
Content that infringes any intellectual property rights of
others;
*
Content that is harmful, violent, vulgar, distasteful, obscene
or otherwise objectionable or that may be hateful or offensive
on racial, ethnic, sexual or any other grounds;
*
Content that is defamatory, libelous, abusive or invades another
person's privacy or proprietary rights;
*
Content that harm minors in any way, or that make contacts
or requests of any sort to minors and or encourage interactions
with minors of a sexual or harmful nature;
*
Content that promotes adult services, such as phone sex or
escort services;
*
Content that promotes investment or money-making opportunities
or advice not permitted under law, illegal substances or activities
like how to build a bomb, counterfeit money, etc., online gambling,
software pirating (e.g. Warez), spoofing, redirecting, or trafficking
from adult related websites in an effort to gain traffic, hacking
or phreaking, any illegal activity whatsoever, or any questionable
or controversial subject matter.
4. Modifications. The parties agree
to conduct transactions related to this Agreement via electronic
means. DirectWhite.com reserves the right to modify the Agreement
at any time in its sole discretion and you are bound by such
modifications. Modifications may include, but are not limited
to, changes in the scope of available monetary compensation,
compensation schedules, payment procedures, and
Service rules. DirectWhite.com agrees to provide a notice of modified terms
and conditions, by posting a notice on the
DirectWhite.com's website (the "Website") and directing
a notice to Affiliate by email. Both parties must send all
notices relating to this Agreement via e-mail with the subject
line of "IMPORTANT LEGAL NOTICE" to: (a) in the case
of notice to DirectWhite.com, [affiliateprogram@DirectWhite.com],
and (b) in the case of notice to you, at the e-mail address
listed on your account. Any notice shall be deemed effective
upon the logging by sender's server of delivery confirmation.
Your continued participation in the Program and use
of the Website following the effective date of the
modification shall be considered your binding acceptance of
the Agreement, as modified.
5. Privacy Policy.
6. DirectWhite.com's Privacy Policy
is set forth on the Network Website, and is incorporated by
reference into this Agreement. All Affiliates must have a privacy
policy similar in substance to DirectWhite.com's Privacy Policy.
Links and Creative.
7. Any Link placed on your website
must be done through DirectWhite.com's graphics and in such a
way that it is not misleading to any visitor. An example of
a misleading Link is one that says, "You will win $5,000." Making
misleading statements near the DirectWhite.com graphic requesting
that your visitors "click" on the banner is not allowed.
You can only use banners and approved text; any other use of
link and sign up processes without the written approval of
DirectWhite.com will result in the loss of all Leads accrued
for you. DirectWhite.com may require on certain advertising campaigns
that all Leads be double opted-in in order to be valid. This
requires that each Lead receive and respond positively to an
e-mail confirmation from the Merchant prior to being deemed
valid. When so required, any Leads that do not double opt-in
will not be subject to the Commission payment. You may not
place Links to the Merchant Website in newsgroups, message
boards, unsolicited e-mail or other types of spam, predatory-type
pop-up messages, banner networks or through similar Internet
resources. You must place Links to the Merchant Website such
that they are unlikely to mislead the visitor, and such that
they are reasonably likely to deliver bona fide transactions
by the visitor to the Merchant Website through the Link. You
may not cause or enable any transactions to be made that are
not in good faith, including, but not limited to, by means
of any device, program, robot, Iframes, hidden frames, JavaScript
popup windows, redirects or other method that collects data
from visitors and submits such data automatically or artificially
inflates the number of Leads or overstates a visitor's interest
in an advertising campaign.. You may not establish or cause
to be established any promotion that provides any rewards,
points or compensation for transactions, or that allows third
parties ("Sub-Affiliates") to place Links to the
Merchant Website on the Sub-Affiliate's website or in its e-mails,
unless permitted by the Affiliate Program or unless you receive
prior written permission. Email Solicitations
All E-Mail Solicitations
Must Originate From "Opt-In" Or "Negative Opt-In" Sources
Only, And Requires A Viable "Opt-Out" Option Through
A Link For Consumers Wishing Not To Receive Further Advertisements,
Solicitations, Or Communications From Publisher. (A Negative
Opt-In Refers To User Acceptance Of A Clearly Visible Pre-Checked
Opt-In Choice). Publisher Will Remove Any E-Mail Record From
Mailing List For Which Publisher Cannot Identify The Date And
Website From Which The User Opted-In Or Accepted A Negative
Opt-In To Receive E-Mail Offers. A Seed List For Testing Must
Be Sent To DirectWhite.com For Approval.
Email Compliance
Rules
The
Following Rules Apply To DirectWhite.com Affiliates With Respect
To (A) Email That Contains DirectWhite.com Served And/Or Tracked
Links, (B) Email That Directs Recipient To An
DirectWhite.com
Served And/Or Tracked Link, (C) Email Sent To
DirectWhite.com
And/Or Other Members Of The DirectWhite.com Affiliate Network:
*
No Misleading Headers Or Other Masking Of Email Origin - An
Email May Not Include Falsification Of Header Information,
False Registrations For Email Accounts Or IP Addresses Used
In Connection With Email Ads, And Retransmissions Of An Email
Ad For The Purpose Of Concealing Its Origin. A Subject Heading
Of The Message Likely Would Mislead A Reasonable Recipient
As To The Contents Or Subject Matter Of The Message.
* Email Ads
Must Contain Clear Identification - Messages Containing Advertisements
Or Solicitations Must Identify Itself As Such, And Do So By "Clear
And Conspicuous" Means. Further, The Sender Must Identify
Itself As The Initiator And Sender Of The Email Including Company
Name, Email And Physical Address And Phone Number. As A Member
Of The DirectWhite.com Affiliate Network, Affiliates Agree To
Comply With All Laws. Accordingly, DirectWhite.com And Its Affiliates
Are Not Procuring Or Inducing Any Other Customer Or Third Party
To Promote Or Allow The Promotion Of
DirectWhite.com Or One Of
Its Customers In Violation Of The Act. Neither
DirectWhite.com
Nor The Person, Whose Goods Or Services Are Contained In A
Link Served By DirectWhite.com, Whether Such Link Is In An Email
Or The Email Recipient Is Directed To Such Link, Shall Be Considered
To Have Initiated Such An Email Or To Have Been The Sender
Of Such An Email.
* Effective
Method Of Opt Out Of Future Mailings - Senders Of Emails Covered
By The Act Must Give Recipients An Effective Means Of Requesting
Not To Receive Future Email Ads From That Sender. Effective
Means Include: (A) Giving The Recipient The Ability To Send
A Reply Message Or Other "Internet-Based Communication" (Such
As A Link To A Web Site Where The Recipient Registers It Opting)
Enabling The Recipient To Opt Out Of Future Emails From The
Sender, (B) Keeping The Opt Out Means Used Viable For At Least
30 Days After The Original Message Is Sent And, (C) Ceasing
Transmission Of Email Ads To That Recipient No Later Than 10
Business Days After Receipt Of An Opt Out Request.
* No Sale
Or Transfer Of Opted Out Email Addresses - Email Senders, Or
Any Other Person Who Is Aware Of An Opt Out Request, Are Generally
Prohibited From Selling Or Otherwise Transferring Email Addresses
Of Persons Who Have Opted Out.
*
No Sexually Oriented Material In Email Messages - Emails That
Contain Sexually Oriented Material May Not Include An
DirectWhite.com
Served And/Or Tracked Link Or Direct The Recipient To An
DirectWhite.com
Served And/Or Tracked Link.
* No Random
Generation Of Email Addresses - You Are Responsible For Knowing
The Source Of Your Email List. No List And Emailings May Contain
Email Addresses Obtained By The Use Of A Program For Random
Generation Of Email Addresses, And/Or "Scraping" Web
Sites Or Online Services.
* No Invalid
Email Account Generation - Senders May Not Use Scripts Or Other
Automated Means To Register For Multiple Email Accounts Or
Online User Accounts From Which To Transmit Emails.
* No Unlawful
Retransmission Of Emails - Senders Are Prohibited From Relaying
Or Retransmitting Emails From A Computer Or Computer Network
That Was Accessed Without Authorization.
8. Commission Payments and Rates
1.
Merchant will establish a Commission rate
for a qualifying visitor Lead (e.g. a click, sale or lead)
for each of that Merchants' campaigns. Your account will be
credited with each Commission in accordance with the Commission
rate for the relevant campaign for each such visitor action
directly resulting from your promotions on your Affiliate Website
Linking to the Merchant Website. A Merchant may discontinue
campaigns or its Affiliate Program, or decrease any Commission
rate upon 15 days written notice with effect from the 16th
day from such notice. DirectWhite.com will send all Affiliates
notice regarding each change in a Merchant's Commission rate
or campaign or Affiliate Program discontinuation. If a Merchant's
campaign is a sale or lead Campaign, and the visitor does not
complete the transaction on the initial click, the Merchant
will be obligated for a Commission for any sale to or lead
by such visitor that occurs within one year of the last time
that the visitor clicked on one of your Links.
2.
DirectWhite.com pays its Affiliate sites on a monthly basis.
DirectWhite.com will process and send your payment within 60
days from the end of the month in which the Commissions were
accrued.
9. NOTWITHSTANDING THE ABOVE, IN
THE EVENT THAT MERCHANT DOES NOT PROVIDE
DirectWhite.com SUFFICIENT
FUNDS TO PAY THE COMMISSIONS, DirectWhite.com SHALL NOT IN ANY
WAY WHATSOEVER BE RESPONSIBLE FOR SUCH PAYMENTS DUE TO YOU.
RATHER, YOU WILL ONLY HAVE A CLAIM AGAINST MERCHANT, AND YOU
HEREBY AGREE TO HOLD DirectWhite.com HARMLESS FOR ANY NON-PAYMENT
OF COMMISSIONS RESULTING FROM MERCHANT'S FAILURE TO MAKE PAYMENT
TO DirectWhite.com. Merchant has accepted primary responsibility
to you for the payment of Commissions under its Merchant Agreement
with DirectWhite.com, and has acknowledged that the Affiliates
are third-party beneficiaries under that agreement with full
rights to bring claims for non-payment of the Commissions.
Unless otherwise stated, DirectWhite.com shall use reasonable
efforts to collect the payment; however,
DirectWhite.com is not
obligated or required to bring any lawsuit or engage any collection
services to collect the same. Any and all reasonable disbursements
made in conjunction with collection activities shall be reimbursed
by you to DirectWhite.com, who will in turn allocate them to
you in the amount of your Commission and, to the extent additional
funds are available, to your reasonable costs of collection.
In the event that Merchant has not made payment within 60 days
after the transaction date, DirectWhite.com will so notify you
in writing. Chargebacks.
10. A Merchant may request that
DirectWhite.com,
or DirectWhite.com may on its own initiative, debit your Account
with an amount equal to a Commission previously credited to
Your account promoting a Merchant offer, in circumstances of
a: product return; duplicate entry or other clear error; non-bona
fide sale, lead or click; or, with respect to a sale, non-receipt
of payment from, or refund of payment to, the Visitor by a
Merchant ("Chargeback"). Chargebacks may be requested
by a Merchant up to and including the 40th day after the end
of the month in which the Commission was earned ("Chargeback
Period"). A requested Chargeback will be applied only
if, DirectWhite.com is able to verify that the Commission qualifies
as a Chargeback Reporting. DirectWhite.com
retains the right to create a charge back rate based on
its statistical history of charge backs and apply that
rate to the commission due affiliates to expedite
affiliate payment. DirectWhite.com also has a 15%
mailing credit adjust from the gross transaction.
11. DirectWhite.com will track all unique
clicks and conversions from any specific campaign and provide
you with access to that information on the Network Website.
In order for DirectWhite.com to record the tracking of Visitors'
transactions resulting from clicks on Links for any specific
Merchant from an Affiliate Website, a transaction tracking
code will be included in and maintained within the Merchant
Website via banners, buttons or text links provided by the
Network which contain the Affiliate's unique identification
code. This code will enable us to provide you with accurate
reporting. 10. License. Participation in the program grants
Affiliate a limited, non-exclusive license to use
DirectWhite.com-specified
copyrighted material only if the Affiliate complies with the
guidelines in this Affiliate Agreement. Any other use of these
materials is strictly forbidden and may result in this limited
license being immediately withdrawn and may further result
in the Affiliate being held liable under applicable law Ownership
Of Copyrights, Trademarks And Other Intellectual Property
1.
You acknowledge and agree that DirectWhite.com owns all U.S.
and international copyright and all other intellectual property
rights to the DirectWhite.com.com Website and the Network Website
and all materials provided on such sites, unless otherwise
expressly indicated. All rights are reserved by
DirectWhite.com. "DirectWhite.com" is
a service mark of DirectWhite.com, Inc.
DirectWhite.com hereby
grants you a non-exclusive, non-transferable, non-sublicenseable
license to use the logo, trademarks, trade names, or service
marks (here in collectively referred to as "Marks")
of DirectWhite.com solely in connection with the promotion and
sale of DirectWhite.com services and programs through your Website
and e-mail promotions. You hereby acknowledge that
DirectWhite.com's
Marks are the sole property of DirectWhite.com.
2.
Other than the license granted herein, nothing herein shall
be construed to grant you any right, title or interest in or
to DirectWhite.com's Marks. DirectWhite.com reserves the right
to approve the form and placement of
DirectWhite.com's Marks
on your Website, e-mails, or any materials designed to promote
DirectWhite.com's services and programs, such approval not be
unreasonably withheld or delayed. DirectWhite.com may require
you to suspend its use of DirectWhite.com's Marks in the event
that DirectWhite.com determines in its sole discretion that such
use is misleading or inappropriate or fails to comply with
DirectWhite.com's policies regarding the use of its intellectual
property.
3.
You as an Affiliate in the Affiliate Network hereby grants
to DirectWhite.com a non-exclusive, non-transferable, non-sublicenseable
license to use your logo, trademarks, trade names, or service
marks solely in connection with the promotion of the Affiliate
Network. DirectWhite.com acknowledges that your Marks are solely
your property.
4.
Other than the license granted herein, nothing herein shall
be construed to grant DirectWhite.com any right, title or interest
in or to your Marks. DirectWhite.com further acknowledges your
right to approve the form and placement of your Marks on the
DirectWhite.com or Network Website, such approval not be unreasonably
withheld or delayed. You may require
DirectWhite.com to suspend
its use of your Marks in the event that You determine at Your
sole discretion that such use is misleading or inappropriate
or fails to comply with Your policies regarding the use of
Your intellectual property.
12. Term and Termination.
13. This Agreement shall commence when
accepted by DirectWhite.com and will be automatically renewed
monthly. It may be terminated by either party at any time by
notification in writing or via email. Upon termination of this
Agreement, any outstanding debit balance shall be paid by you
to DirectWhite.com within 30 days of the date of
DirectWhite.com's
invoice, and an outstanding credit balance shall be paid by
DirectWhite.com to you within 30 days of termination of this
Agreement, subject to pending Chargebacks. Upon termination
of this Agreement, any license or sublicense granted to you
or by you under this Agreement will terminate, and the licensee/sub-licensee
must immediately destroy or delete all physical and electronic
copies of the intellectual property and the confidential information,
and cause all Links to DirectWhite.com and/or the Merchant Website
to be removed. Except as provided herein, no remedy or election
shall be exclusive but shall, wherever possible, be cumulative
with all other remedies at law or in equity DISCLAIMER OF WARRANTIES.
14. YOU EXPRESSLY AGREE THAT USE OF ANY
DirectWhite.com WEBSITE AND THE AFFILIATE PROGRAM IS AT YOUR
SOLE RISK. THE AFFILIATE PROGRAM IS PROVIDED ON AN "AS
IS" BASIS. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE
LAW, DirectWhite.com EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY
KIND, EXPRESS OR IMPLIED BY LAW, CUSTOM OR OTHERWISE, INCLUDING
WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, SATISFACTORY
QUALITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, INFORMATIONAL
CONTENT, ACCURACY, AND SYSTEM INTEGRATION.
DirectWhite.com SPECIFICALLY
DISCLAIMS ANY WARRANTY (A) THAT THE SERVICE WILL BE UNINTERRUPTED
OR ERROR-FREE; (B) THAT DEFECTS WILL BE CORRECTED; (C) THAT
THE SECURITY METHODS EMPLOYED WILL BE REASONABLE UNDER EXISTING
INDUSTRY STANDARDS; OR (E) REGARDING CORRECTNESS, ACCURACY
OR RELIABILITY. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION
OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY
TO AFFILIATE. LIMITATION OF LIABILITY
15. TO THE MAXIMUM EXTENT ALLOWED BY
APPLICABLE LAW, NEITHER DirectWhite.com NOR ANY OF ITS MEMBERS,
MERCHANTS, SUBSIDIARIES, AFFILIATES, SERVICE PROVIDERS, LICENSORS,
OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS SHALL BE LIABLE FOR
ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, RESULTING
FROM THE USE OR THE INABILITY TO USE THE AFFILIATE PROGRAM,
FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES,
RESULTING FROM ANY COSTS INCURRED BY AN AFFILIATE IN ATTEMPTING
TO PROMOTE MERCHANTS IN THE AFFILIATE NETWORK, RESULTING FROM
ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED
OR TRANSACTIONS ENTERED INTO THROUGH ANY
DirectWhite.com OR MERCHANT
WEBSITE OR THE AFFILIATE PROGRAM OR RESULTING FROM UNAUTHORIZED
ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, INCLUDING
BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA
OR OTHER INTANGIBLE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. UNLESS PROHIBITED BY LAW IN
YOUR COUNTRY OR JURISDICTION, IF YOU ARE DISSATISFIED WITH
DirectWhite.com, ITS SERVICES OR PROMOTIONS AVAILABLE THROUGH
THE AFFILIATE PROGRAM, YOUR SOLE AND EXCLUSIVE REMEDY IS TO
CANCEL YOUR MEMBERSHIP. NOTWITHSTANDING THE FOREGOING, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, OUR LIABILITY TO YOU OR
ANY OTHER PARTY IN ANY CIRCUMSTANCE IS LIMITED TO THE AMOUNT
PAYABLE TO YOU BY DirectWhite.com DURING THE TERM OF THIS AGREEMENT.
INDEMNIFICATION.
16. AFFILIATE SHALL DEFEND, INDEMNIFY
AND HOLD HARMLESS DirectWhite.com, , AND ITS SUBSIDIARIES AND
AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES,
AGENTS, SHAREHOLDERS, PARTNERS, MEMBERS, AND OTHER OWNERS,
FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, DEMANDS, LIABILITIES,
OBLIGATIONS, LOSSES, DAMAGES, JUDGMENTS, SETTLEMENTS, COSTS,
AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND INVESTIGATION
COSTS), OR ANY OTHER LIABILITY WHATSOEVER (ANY OR ALL OF THE
FOREGOING HEREINAFTER REFERRED TO AS "LOSSES") INSOFAR
AS SUCH LOSSES (OR ACTIONS IN RESPECT THEREOF) ARISING OUT
OF OR RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION
(I) ANY CLAIM THAT DirectWhite.comÕS USE OF THE LINKS OR AFFILIATE
MARKS INFRINGES UPON OR OTHERWISE VIOLATES ANY TRADEMARK, TRADE
NAME, SERVICE MARK, LICENSE, OR ANY INTELLECTUAL PROPERTY OR
OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY, (II) ANY MISREPRESENTATION
OR BREACH OF A REPRESENTATION OR WARRANTY OR BREACH OF A COVENANT
OR AGREEMENT MADE BY THE AFFILIATE HEREIN, OR (III) ANY CLAIM
RELATED TO THE AFFILIATE OR THE AFFILIATE WEBSITE, INCLUDING,
WITHOUT LIMITATION, CONTENT THEREIN THAT IS NOT ATTRIBUTABLE
TO DirectWhite.com. Force Majeure.
17. Neither party will be in default
or otherwise liable for any delay or failure in its performance
under this Agreement where such delay or failure arises by
reason of an act of God, or any government or governmental
body, acts of war, the elements, strikes or labor disputes,
power or system failures, failure of the Internet, computer
hacking, or other causes beyond the reasonable control of such
party. Governing Law.
18. This Agreement is governed by the
laws of the State of Utah (USA), except for its conflict of
law provisions. The exclusive forum for any actions related
to this Agreement shall be in the state and federal courts
in Salt Lake City, Utah. Affiliate consents to such venue and
jurisdiction. The application of the United Nations Convention
on the International Sale of Goods is expressly excluded. A
party that primarily prevails in an action brought under this
Agreement is entitled to recover from the other party its reasonable
attorneys fees and costs. DirectWhite.com controls and operates
its Website from its offices in the U.S.A. and access or use
where illegal is prohibited. Miscellaneous.
1.
If any part of this Agreement is held to be unenforceable,
the unenforceable part shall be given effect to the greatest
extent possible and the remainder will remain in full force
and effect. The parties shall in good faith attempt to modify
any invalidated provision to carry out the stated intentions
in this Agreement. This Affiliate Agreement is personal to
you. You may not transfer, delegate, or assign this Affiliate
Agreement. DirectWhite.com may assign this Affiliate Agreement
at its sole discretion.
2.
This Agreement constitutes the entire agreement between you
and DirectWhite.com in connection with the Affiliate Network
and supersedes all prior agreements between the parties regarding
the subject matter contained herein.
3.
The waiver or failure of any party to exercise any rights under
this Agreement shall not be deemed a waiver or other limitation
of any other right or any future right. The parties hereto
represent that they have carefully read this Affiliate Agreement,
understood its terms, and voluntarily indicated agreement to
the terms, whether via electronic means, signature or otherwise,
as their own free act with the intent to be legally bound thereby.
Your use of the Network Service is irrefutable acknowledgement
by you that you have read, understood and agreed to each and
every term and provision of this Agreement.
DirectWhite.com may
establish from time to time rules and regulations regarding
use of the Network Service as published on the Network Service
and are incorporated herein.
4.
Except as provided herein, this Agreement may only be altered,
amended or modified by an instrument that is assented to by
each party to this Agreement by verifiable means, including
without limitation by written instrument signed by the parties
or through a "click through" acknowledgement of assent.
5.
DirectWhite.com has the right to perform periodic checks to assure
compliance with this Agreement. If your Website is in violation
of this Agreement, it will be considered grounds for immediate
termination and forfeitures of moneys due from the date the
violation first appeared. DirectWhite.com reserves the right
to reduce any payment, at its sole discretion, if the received
sign-ups are deemed to be in violation of this Agreement. |
