DmiSoftware
Affiliate Partner Program Agreement
Please read the
following agreement & If you agree to these terms and conditions click here to sign up . Got a question? Contact us
This Agreement contains the complete terms and conditions that apply to participation
in the DmiSoftware.com Affiliate Program (the "Program"). As used in this
Agreement "DmiSoftware.com" means Digital Millenium Inc., "Affiliate"
means applicant, "Site" means a World Wide Web site, "DmiSoftware.com
Site" means www.DmiSoftware.com, and "Affiliate Site" means applicant's Web
site.
1. Enrollment in the Program
To begin the enrollment process, Affiliate will submit a complete Affiliate Program
application via the DmiSoftware.com Site. DmiSoftware.com will evaluate Affiliate's
application in good faith and will notify Affiliate of acceptance or rejection.
DmiSoftware.com may reject Affiliate's application if DmiSoftware.com determines for any
reason in its sole discretion that Affiliate Site is unsuitable for the Program. Sites
containing any of the Content Restrictions listed below are unsuitable for participation
in the DmiSoftware.com Affiliate Program:
promote discrimination based on race, sex, religion, nationality, disability, sexual
orientation, or age
promote products or services via UCE (unsolicited commercial email)
promote violence
promote illegal activities
violate intellectual property rights
are defamatory in nature
Sites with less than 10,000 Unique
Visitors a month will NOT be accepted.
2. Promoting Offers on Affiliate Site
Affiliate will promote DmiSoftware.com on
various buttons, banners, and/or text links from one or more places in Affiliate Site at
all times during this Agreement. DmiSoftware.com will provide all banners, buttons, text
and artwork ("Creative") and will specify the corresponding URL Links
("Links") for each location. Affiliate will be responsible for the placement of
these Links in Affiliate Site. Affiliate may not alter Creative or create additional
promotional elements without express written permission by DmiSoftware.com.
Creative supplied by DmiSoftware.com to Affiliate for use in Affiliate Site may include
banner advertisements, buttons, Links to the DmiSoftware.com Site and/or text links to
DmiSoftware.com Site, containing one or more logos and/or words identifying
DmiSoftware.com and related products, which are subject to the terms and conditions
hereof. In utilizing the Links, Affiliate agrees to cooperate fully with DmiSoftware.com
in order to establish and maintain such Links. Affiliate shall display such graphic images
or text prominently throughout Affiliate Site as Affiliate sees fit. A Link may only be
modified and/or expanded with DmiSoftware.com's written consent. Each Link connecting
users of Affiliate Site to DmiSoftware.com Site will in no way alter the look, feel or
functionality of the DmiSoftware.com Site. DmiSoftware.com has the right in its sole
discretion to monitor Affiliate Site at any time and from time to time to determine if
Affiliate is in compliance with the terms of this Agreement.
3. Order Processing
DmiSoftware.com will process Orders placed by customers who follow the Links from
Affiliate Site to DmiSoftware.com Site. DmiSoftware.com reserves the right to reject
Orders that do not comply with any requirements that DmiSoftware.com periodically may
establish. DmiSoftware.com is responsible for all aspects of order processing. Among other
things, DmiSoftware.com will prepare order forms; process Orders; and handle customer
service.
DmiSoftware.com will track traffic and Affiliate Fee data resulting from individuals using
Links from Affiliate Site to DmiSoftware.com Site and will make available to Affiliate
monthly unaudited reports. The form, content, and frequency of the reports may vary from
time to time in DmiSoftware.com's sole discretion. To permit accurate tracking, reporting,
and fee accrual, Affiliate must ensure that the Links between Affiliate Site and
DmiSoftware.com Site are properly formatted per specifications provided by
DmiSoftware.com.
4. Affiliate Fee Payment
DmiSoftware.com will pay Affiliate an Affiliate Fee ("Affiliate Fee") which will
be equal to 40 Percent of Revenue generated by Offers ordered by traffic coming to
DmiSoftware.com Site from Affiliate Site using a DmiSoftware.com supplied Link and order
the Offers using DmiSoftware.com's ordering system ("Orders"). No Affiliate Fee
shall be paid on Orders from customers not obviously referred by Affiliate Site.
The Percentage of Revenue and Percentage of Payout shall be determined by DmiSoftware.com
and is subject to change at any time. DmiSoftware.com will make a reasonable attempt to
notify Affiliate via electronic mail of change in Percentage of Revenue, but cannot
guarantee the success of such notification. Payments will be calculated on a monthly
basis. Due to the additional time necessary for accounting and printing of statements and
checks, processing returns and validating chargebacks, approximately forty (40) days
following the end of each calendar month, DmiSoftware.com will send Affiliate a check for
the sum of any Affiliate Fee earned less any fraudulent, canceled, returned orders or
chargebacks. DmiSoftware.com in its sole discretion will determine the validity of each
Order received for an Offer. DmiSoftware will pay for checks that are paid to the
affiliate by regular mail. However if Affiliate wishes to get the check payment via
courier service such as FedEx, e.t.c. , appropriate charges shall be deducted from
Affiliate’s payments. (Usually $25 for Courier in U.S.)
To be paid an affiliate shall have a minimum of $50 earnings. Any payment of less than
this amount shall be automatically shifted to the next billing month until the amount
equals or exceeds $50 limit.
If Affiliate is terminated from the Program due to fraud, no outstanding fees owed to
Affiliate will be paid.
Offers and availability may vary from time to time. Because Offers may change,
Affiliate may not include individual Offer information in Affiliate Site. DmiSoftware.com
will use reasonable efforts to present accurate information, but cannot guarantee the
availability of any particular Offer.
5. Fraud
If Affiliate Site violates any of the Program guidelines or policies, or is responsible in
any way for fraudulent Orders, this Agreement will be immediately and automatically
terminated without notice. Affiliate may be required to repay all funds received from
DmiSoftware.com related to fraudulent or potentially fraudulent Orders and may be subject
to additional penalties or charges. DmiSoftware.com will prosecute to the fullest extent
of the law. Fraud also includes violation of the specified Content Restrictions within the
Affiliate Site.
6. Policies and Pricing
Customers who order through this Program will be deemed to be customers of
DmiSoftware.com. Accordingly, all DmiSoftware.com rules, policies, and operating
procedures concerning customer Orders, customer service, and downloads will apply to those
customers. DmiSoftware.com may change policies and operating procedures at any time. For
example, DmiSoftware.com will determine the fees and pricing, if any, for all Offers under
this Program in accordance with its own pricing policies. Prices and availability may vary
from time to time.
7. Limited License
DmiSoftware.com grants Affiliate a non-exclusive, non-transferable, revocable right to (i)
access DmiSoftware.com Site through Links solely in accordance with the terms of this
Agreement, and (ii) solely in connection with such Links during the term of this
Agreement, to use and display the Creative provided by DmiSoftware.com for Links which may
include DmiSoftware.com's logos, trade names, trademarks and similar identifying material
(collectively "Licensed Materials"), solely for the purpose of promoting
DmiSoftware.com and/or related products and services on Affiliate Site. Any use of the
Licensed Materials by Affiliate must comply with any reasonable usage guidelines
communicated by DmiSoftware.com to Affiliate from time to time. Nothing contained in this
Agreement will give Affiliate any right, title or interest in or to the Licensed Materials
or the goodwill affiliated therewith, except for the limited usage rights expressly
provided above. Affiliate acknowledges and agrees that, as between DmiSoftware.com and
Affiliate, DmiSoftware.com is the sole owner of all rights in and to the Licensed
Materials.
Affiliate may not alter, modify or change the Licensed Materials in any way. Affiliate is
only entitled to use the Licensed Materials to the extent it is a member, in good
standing, of the Program. DmiSoftware.com reserves all rights in the Licensed Materials
including icon, the message, any other images, trade names and trademarks, and all other
intellectual property rights. DmiSoftware.com may revoke this license at any time.
Affiliate agrees not to use the Licensed Materials in any manner that is disparaging or
that otherwise portrays DmiSoftware.com and/or related products in a negative light.
8. Publicity
Affiliate shall not create, publish, distribute, or permit any written material that makes
reference to DmiSoftware.com without first submitting such material to DmiSoftware.com and
receiving written consent, which DmiSoftware.com agrees shall not be unreasonably
withheld.
9. Responsibility for Affiliate Site
Affiliate is solely responsible for the development, operation, and maintenance of
Affiliate Site and for all materials that appear on Affiliate Site. For example, Affiliate
will be solely responsible for: the technical operation of Affiliate Site and all related
equipment; posting Creative and Links on Affiliate Site; the accuracy and appropriateness
of materials posted on Affiliate Site; ensuring that materials posted on Affiliate Site do
not violate or infringe upon the rights of any third party or the Content Restrictions
(including, for example, copyrights, trademarks, privacy, or other personal or proprietary
rights); and ensuring that materials posted on Affiliate Site are not libelous or
otherwise illegal. DmiSoftware.com hereby disclaims all liability for these matters.
10. Term of the Agreement
The term of this Agreement will begin upon DmiSoftware.com's acceptance of Affiliate
Program application and will end when terminated by either party. Either Affiliate or
DmiSoftware.com may terminate this Agreement at any time, with or without cause, by giving
the other party written notice of termination. Affiliate may also terminate this Agreement
by permanently removing all Links to the DmiSoftware.com Site. DmiSoftware.com may also
terminate this Agreement by notifying Affiliate via electronic mail. DmiSoftware.com will
make a reasonable attempt to notify Affiliate via electronic mail of termination, but
cannot guarantee success of such notification.
Affiliate is only eligible to earn fees on Offers occurring during the term, and fees
earned through the date of termination will remain payable only if the related Orders are
not canceled or returned. DmiSoftware.com may withhold Affiliate's final payment for a
reasonable time to ensure that the correct amount is paid.
11. Modification
DmiSoftware.com may modify any of the terms and conditions contained in this Agreement, at
any time and in DmiSoftware.com's sole discretion, by posting a change notice or a new
agreement on DmiSoftware.com Site. DmiSoftware.com will make a reasonable attempt to
notify Affiliate via electronic mail of such modification(s), but cannot guarantee success
of such notification. Modifications may include, for example, changes in the scope of
available Affiliate Fee and/or Referral Fee, fee schedules, payment procedures, and
Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO AFFILIATE, AFFILIATE'S ONLY RECOURSE
IS TO TERMINATE THIS AGREEMENT. AFFILIATE'S CONTINUED PARTICIPATION IN THE PROGRAM
FOLLOWING DMISOFTWARE.COM'S POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON DMISOFTWARE.COM
SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
12. Relationship of Parties
Affiliate and DmiSoftware.com are independent contractors, and nothing in this Agreement
will create any partnership, joint venture, agency, franchise, sales representative, or
employment relationship, or the relationship of principal and agent between the parties.
Affiliate will have no authority to make or accept any offers or representations on
DmiSoftware.com's behalf. Affiliate will not make any statement, whether on Affiliate Site
or otherwise, that reasonably would contradict anything in this Section. Affiliate, as an
independent contractor, will have sole responsibility for its expenses, employees, sales
representatives and agents.
13. Limitation of Liability
DmiSoftware.com will not be liable for any indirect, special, or consequential damages (or
any loss of revenue, profits, or data) arising in connection with this Agreement or the
Program, even if DmiSoftware.com has been advised of the possibility of such damages.
Further, DmiSoftware.com's aggregate liability arising with respect to this Agreement and
the Program will not exceed the total fees paid or payable to Affiliate under to this
Agreement.
14. Disclaimers
AFFILIATE ACKNOWLEDGES AND AGREES THAT DMISOFTWARE.COM MAKES NO WARRANTIES, EXPRESS OR
IMPLIED, WITH RESPECT TO THE DMISOFTWARE.COM SITE, OPERATION OF THE DMISOFTWARE.COM SITE,
OR THE ACCURACY OF ANY INFORMATION DELIVERED HEREUNDER, INCLUDING IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR FREEDOM FROM PATENT, TRADEMARK, OR
COPYRIGHT INFRINGEMENTS, WHETHER ARISING BY LAW, CUSTOM OR CONDUCT. DMISOFTWARE.COM SHALL
NOT HAVE ANY LIABILITY TO AFFILIATE, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF
PERFORMANCE, DEALING, OR TRADE USAGE OR TO ANY OTHER PERSON. IN ADDITION, DMISOFTWARE.COM
MAKES NO REPRESENTATION THAT OPERATION OF THE DMISOFTWARE.COM SITE WILL BE UNINTERRUPTED
OR ERROR-FREE, AND DMISOFTWARE.COM WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY
INTERRUPTIONS OR ERRORS.
15. Representations and Warranties
Affiliate hereby represents and warrants to DmiSoftware.com that this Agreement has been
duly and validly executed and delivered by Affiliate and constitutes a legal, valid and
binding obligation, enforceable against Affiliate in accordance with its terms; and that
the execution, delivery and performance by Affiliate of this Agreement are within
Affiliate's legal capacity and power, has been duly authorized by all requisite action on
Affiliate's part, requires the approval or consent of no other persons, and neither
violates nor constitutes a default under (i) the provision of any law, rule, regulation,
order, judgement or decree to which Affiliate is subject or which is binding upon
Affiliate, or (ii) the terms of any other agreement, document or instrument applicable to
Affiliate or binding upon Affiliate.
16. Confidentiality
DmiSoftware.com may disclose to Affiliate certain information as a result of Affiliate's
participation in the Program, which information DmiSoftware.com considers to be
confidential ("Confidential Information"). For purposes of this Agreement, the
term "Confidential Information" shall include, but not be limited to, any
modifications to the terms and provisions of this Program Agreement made specifically for
Affiliate Site and not generally available to other members of the Program, Site, business
and financial information relating to DmiSoftware.com, customer and vendor lists relating
to DmiSoftware.com, and pricing and sales information for DmiSoftware.com and any members
of the Program, other than Affiliate. Confidential Information shall also include any
information that DmiSoftware.com designates as confidential during the term of this
Agreement. Affiliate agrees not to disclose any Confidential Information and that such
Confidential Information shall remain strictly confidential and secret and shall not be
utilized, directly or indirectly, by Affiliate for its own business purposes or for any
other purpose except and solely to the extent that any such information is generally known
or available to the public or if same is required by law or legal process. Confidential
Information does not include information, technical data or know-how which (i) is in the
possession of the Affiliate at the time of disclosure as shown by the Affiliate's written
files and records immediately prior to the time of disclosure, (ii) prior to or after the
time of disclosure becomes part of the public knowledge or literature other than as a
result of any improper inaction or action of Affiliate or any other party, or (iii) is
required to be disclosed by applicable law or proper legal, governmental or other
competent authority (provided that the party making the disclosure shall be notified
sufficiently in advance of such requirement so that it may seek a protective order or
equivalent with respect to such disclosure, which the other party shall fully comply
with).
17. Indemnification
Affiliate hereby agrees to indemnify, defend and hold harmless DmiSoftware.com, its
shareholders, officers, directors, employees, agents, partners, successors and assigns,
from and against any and all claims, losses, liabilities, damages or expenses (including
reasonable attorney's fees and costs) of any nature whatsoever incurred or suffered by
DmiSoftware.com (collectively the "Losses"), in so far as such Losses (or
actions in respect thereof) arise out of or are based on (i) any claim or threatened claim
that DmiSoftware.com's use of Affiliate's Trademarks infringes on the rights of any third
party; (ii) the breach of any representation or warranty made by Affiliate herein; or
(iii) or any claim related to Affiliate Site.
18. Independent Investigation
AFFILIATE ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT AND AGREES TO ALL ITS TERMS AND
CONDITIONS. AFFILIATE UNDERSTANDS THAT DMISOFTWARE.COM MAY AT ANY TIME (DIRECTLY OR
INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN
THIS AGREEMENT AND FROM COMPETITORS OF AFFILIATE. AFFILIATE HAS INDEPENDENTLY EVALUATED
THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND IS NOT RELYING ON ANY REPRESENTATION,
GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
19. Waiver
The parties acknowledge and agree that submission of application and acceptance of this
agreement will be completed either online or by electronic mail. Parties waiver their
rights to a written and signed copy of this Agreement.
If
you agree to these terms and conditions click here to sign up
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