AFFILIATE AGREEMENT
This Affiliate Agreement (the “Agreement”) constitutes a binding, legal contract between DotcomSecrets.com, Incorporated, an Idaho corporation, (“DCS”) and you as an independent affiliate of DCS (“You”). BY USING THIS WEBSITE AND/OR REGISTERING AN ACCOUNT, YOU AFFIRM THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY: (A) THIS AGREEMENT, (B) THE DCS PRIVACY POLICY[http://sublimenet.com/legal/dcs_privacy.html], AND (C) THE DCS TERMS OF USE [http://sublimenet.com/legal/dcs_tos.html].
1. SERVICES. By registering as an Affiliate, You are agreeing to the terms and conditions contained in the Agreement in exchange for DCS providing to you certain opportunities to promote, market or otherwise advertise certain websites, services or products of DCS (“Opportunities”) for the purpose of earning certain payments and Commissions (defined below) (collectively, the “Affiliate Program”).
2. YOUR OBLIGATIONS. In consideration of DCS providing the Opportunities, You agree, acknowledge, represent and warrant that:
a. DCS may reject any registration in its sole discretion, with or without cause, for any reason.
b. DCS reserves the right, in its sole discretion, without liability and with cancellation of any pending Commissions, to suspend or terminate any Affiliate Account, regardless of whether such Affiliate Account was previously accepted, at any time, with or without notice, in the event that You:
1. breach any of Your obligations set forth in Section 2(a) through (k), including, without limitation, any failure by you to comply with Laws or make any required disclosures;
2. post any type of advertisement about DCS and/or any Opportunity to a newsgroup, listserv, blog, chat room, or the like (each a “Forum”) in violation of the rules of such Forum;
3. send, initiate or procure the sending of an email to any person who has either not requested to receive such messages from You or who has requested to receive no further emails from You;
4. employ any false or deceptive information regarding Your identity, or regarding the intent, subject, or origin of the message or fail to include accurate information regarding Your identity, and the intent, subject, and origin of any emails sent by You;
5. employ any incomplete, invalid, deceptive, fake, or forged message headers;
6. fail to include clear and valid “From” and “Subject” lines in any email from You;
7. fail to include a mechanism that enables the recipient to opt-out from receiving for no less than 30 days from the date the email was sent or honor any opt-out request within 10 days of the receipt of such opt-out request by You;
8. obtain email addresses via automated means or send any email to any address which was obtained via automated means, including via the automated combination of names, letters, or numbers, dictionary attacks, or the use of spyware, viruses, or other means of bypassing system security or invading consumer privacy;
9. end or relay any email from any protected computer or network accessed without authorization;
10. send any commercial marketing Email to, or collect any personally identifiable information from, any person who is under 18 years of age;
11. violate any applicable Law or if DCS has reason to believe that You have violated any Law;
12. use any mousetraps, such as windows that reappear, spawn new windows or otherwise resist being closed;
13. use any tradename, trademark, or brand name of DCS in metatags, keywords and/or hidden text; or
14. use, send, transmit or promote any content or links to content that involves the sale, distribution or promotion of (i) any kind of multilevel membership scheme, social network website marketing program or which otherwise has no appreciable value to the customer other than the potential for resale or marketing; (ii) franchises or franchise opportunities, (iii) unlicensed content or which otherwise violates the intellectual property rights or other rights of any person, entity or estate; (iv) website templates; (v) spyware; (vi) phone minutes; (vii) existing debts; (viii) digital cash; (ix) spending accounts; (x) money transfer; (xi) gift certificates; (xii) coupons, rebates, or vouchers; (xiii) securities, stocks, bonds, or deeds; (xiv) sweepstakes, wagers, wagering pools, or lottery tickets; (xv) warez, pirated software, digital rights protection circumvention or hacking tools; (xvi) anonymous proxies, proxy lists, (http/tcp proxies, irc/ircd, bnc, eggdrop, socks4/5, or remote bots; (xvii) shell accounts, dial-ups, dial-ins, phone services, cell messaging, cell sms, or spamming tools; (xviii) fake ID tools; (xix) credit repair services; (xx) SSN searches, SSN lookups, or SSN verifications; (xxii) term papers; (xxiii) password lists, email address lists, postal address lists; (xxv) any materials endorsing or encouraging violence, hatred, revenge, racism, victimization, discrimination of any kind, criminal activity, (xxvi) is otherwise prohibited by any applicable law; (xxvii) disparages or reflects unfavorably on DCS and/or its Affiliates or that could otherwise adversely impact or damage the reputation or public image of DCS and/or its Affiliates; and/or (xxviii) any other category of content which DCS, in its sole discretion decides to prohibit (each “Prohibited Content”).
c. In addition to the foregoing, DCS may terminate your Affiliate Account for convenience. In such event, DCS shall pay to You any unpaid, undisputed Commissions earned by You prior to the date of such termination in the next payment cycle, subject to a reasonable holdback of such Commissions, as determined by DCS in its sole discretion, to protect DCS against anticipated refunds that may accrue following the date of termination.
d. As a condition of creating an Affiliate Account, You agree to receive e-mail from DCS, including but not limited to, sales reports, training, promotional resources, newsletters and other correspondence.
a. Your sole compensation under this Agreement shall consist of a fractional percentage of the net revenue actually collected and received by DCS from each sale of the applicable DCS product that results directly from Your promotion of such DCS product (each such payment a “Commission”). You are solely and fully responsible for any and all costs and expenses that You incur in the marketing of DCS and the Opportunities and You agree to hold DCS harmless from same.
b. Pricing of products and services is totally within DCS discretion and DCS reserves the right to change the pricing structure, terminate any special offers, discontinue products or services, or change the terms under which products or services are offered at any time, without any advance notice to You. DCS is responsible for handling all customer inquiries, fulfilling product orders, customer billing and collection of monies. All DCS personally identifying customer contact information is, as between You and DCS, the sole property and Confidential Information (as defined below) of DCS and shall not be shared with You, regardless of whether said customer arrived at the Website through one of Your links.
c. All Commissions will be made in U.S. dollars in accordance with the following procedure:
1. Provided that Your total Commissions earned for a particular bi-monthly period exceed, U.S. $25.00 (the “Minimum Payout”), DCS will remit such Commissions to You within thirty (30) days following the fifteenth or last day of the calendar month, as applicable, in which DCS receives payment for the applicable sale of the DCS product (each a “Sale”). In no event shall You receive nor shall DCS be responsible for any late fees and/or interest as a result of any delay in paying Commissions.
d. If a Sale is subsequently canceled or refunded following payment of the applicable Commission to You, DCS shall deduct such commission from your subsequent Commissions.
e. Commissions will not be paid for Sales that You have made through your own link, are attributable to credit card fraud, credits given to customers, bad debt write-off and returned goods. In the event that Sales attributable to credit card fraud, credits given to customers, bad debt write-off or returned goods exceed acceptable limits determined by DSC in its sole discretion, DCS may immediately (i) discontinue or withhold all unpaid Commission payments; and/or (ii) terminate Your status as an Affiliate.
f. You are solely responsible for providing and maintaining accurate contact and payment information. For U.S. taxpayers, this information includes without limitation a valid U.S. tax identification number and a fully-completed Form W-9. For non-U.S. taxpayers, this information includes without limitation either a signed certification that the taxpayer does not have U.S. activities or a fully-completed Form W-8 or other form, which may require a valid U.S. tax identification number, as required by the U.S. tax authorities. You are solely responsible for payment of all federal, state and local taxes that arise out of Your status and activities as an Affiliate, (except for income taxes payable by DCS as a result of its own income), and You agree to indemnify and hold harmless DCS and its Affiliates against any such taxes. Without limiting the generality of the foregoing, You are responsible for and agree to indemnify DCS and its affiliates against any income taxes on Commissions or prizes that You earn as an Affiliate.
g. DCS will only pay Commissions on Sales that are tracked through our tracking system and indicate Affiliate as the source of the visit to the Website. You agree and acknowledge that tracking of the source of any visit to the Website and/or Sale will be determined solely by DCS in accordance with DCS’s reporting and/or tracking procedures. No other measurements or statistics of any kind shall have any effect under this Agreement. The determinations of DCS with respect to the reporting and/or tracking procedures and/or Commissions are final and not subject to petition or debate. DCS makes no representation regarding the accuracy of its reporting and/or tracking procedures. You have no right to Commissions based upon subsequent Sales, or where “cookies” are used, overwritten or deleted even where the customer first arrived at the DCS site through Your link. Commissions will only be paid when the buyer makes a purchase on the same visit using Your link and You shall not receive any Commission for any Sales where a buyer does not purchase a DCS product during the initial visit to the DCS site using Your link but rather returns later. You are solely responsible for ensuring that their Your links are set up properly to track Sales and qualify for Commissions. DCS is not responsible for the failure to pay any Commission that results from the improper formatting of any links. DCS is not responsible for technical problems, acts by third parties, or other events outside our reasonable control which may temporarily interfere with, disrupt or diminish our reporting and/or tracking procedures
h. YOU ACKNOWLEDGE THAT YOU HAVE RECEIVED NO ASSURANCES FROM DCS THAT YOU WILL OBTAIN ANY PARTICULAR AMOUNT OF COMMISSIONS AS A RESULT OF THIS AGREEMENT OR THAT YOU WILL RECOUP ANY EXPENDITURES MADE IN FULFILLMENT OF YOUR OBLIGATIONS UNDER THIS AGREEMENT. DCS SHALL INCUR NO LIABILITY WHATSOEVER FOR ANY DAMAGES, LOSSES OR EXPENSES OF ANY KIND SUFFERED OR INCURRED BY YOU ARISING FROM OR INCIDENT TO ANY TERMINATION OF THIS AGREEMENT BY DCS WHETHER OR NOT DCS IS AWARE OF SUCH DAMAGES, LOSSES OR EXPENSES. DCS SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES IN REGARDS TO AFFILIATE'S EARNING POTENTIAL
a. As between You and DCS, DCS shall be and remain the sole owner of all right, title and interest in and to its trademarks, service marks and copyrights, and any other materials or properties owned, licensed or controlled by DCS (collectively, the “DCS Materials”), and You hereby assign to DCS all right, title and interest You may be deemed to have therein. DCS grants to You a non-exclusive, revocable, non-transferrable right and license, without right to sublicense to use the DCS Materials in accordance with such guidelines, restrictions, rules or prohibitions as DCS may set forth from time to time at the Website or in such marketing materials that DCS may provide to you in its sole discretion from time to times, subject to the terms and conditions of this Agreement and all applicable local, state and federal law. Subject to the limited rights expressly granted in this Agreement, DCS reserves all right, title and interest in and to the DCS Materials. All rights not specifically granted to You under this Agreement are expressly reserved by DCS.
b. You may not use, reproduce, distribute or display any DCS Material: (i) in any manner whatsoever that is distasteful, or which defames, or misrepresents DCS in any way; (ii) descriptively to suggest association or affiliation with or endorsement by DCS; (ii) as a watermark, Internet search engine description, keyword, search term or seeding element with any Internet search engines or keyword-triggered advertising programs; (iii) in any metatags or hidden text, or (iv) as a domain name, sub domain, or component thereof, including as second or third level domain name identifier, without the express prior written consent of DCS, which DCS may withhold at its sole discretion. Promotional use of images or reproductions of payment checks without the express, written consent of DCS is prohibited
a. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, (A) DCS MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, AND (B) DCS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, THE AFFILIATE PROGRAM, THE OPPORTUNITIES AND/OR THE WEBSITE ARE PROVIDED BY DCS “AS IS” AND DCS EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES RELATED THERETO, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND/OR ANY WARRANTIES ARISING OUT OF A COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE FOREGOING, DCS DOES NOT WARRANT THAT YOUR USE OF THE AFFILIATE PROGRAM, THE OPPORTUNITIES AND/OR THE WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE, NOR DOES DCS MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE AFFILIATE PROGRAM, THE OPPORTUNITIES AND/OR THE WEBSITE. FURTHER, NOTHING IN THIS SECTION OR ANY PART OF THIS AGREEMENT SHALL BE CONSTRUED AS RELIEVING YOU FROM YOUR RESPONSIBILITIES AND OBLIGATIONS, INCLUDING BUT NOT LIMITED TO, SUCH OBLIGATIONS AND RESPONSIBILITIES AS MAY ARISE UNDER AN IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING WITH REGARD TO LEAD GENERATION, AS MAY BE RECOGNIZED BY APPLICABLE STATE LAW.
b. IN NO EVENT SHALL DCS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING LOST PROFITS OR REVENUES, OR HARM TO BUSINESS) EVEN IF IT HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL DCS'S LIABILITY UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHER LEGAL THEORY, BE GREATER THAN THE TOTAL COMMISSIONS PAID WITHIN THE PRIOR SIX MONTHS BY DCS TO YOU HEREUNDER.
Last updated: November 5, 2009