Eardoc.info Affiliates Agreement - Terms & Conditions
Eardoc.info must have a completed AFFILIATE agreement before AFFILIATE can start to sell or receive payment.
THIS IS A LEGAL AGREEMENT BETWEEN Kencapltd . (“EARDOC” OR “WE”) AND YOU AS AN INDIVIDUAL OR THE ENTITY WHICH YOU REPRESENT(“AFFILIATE”). BY INSERTING A CHECK NEXT TO THE BOX WHICH SAYS, “I HAVE READ, AND AGREE TO, THIS MERCHANT’S AFFILIATE AGREEMENT,” AND CLICKING ON THE BOX TO SIGN UP FOR THE EARDOC AFFILIATE PROGRAM, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT, THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR COMPLIANCE WITH EACH AND EVERY TERM AND CONDITION, AND THAT YOU ARE AUTHORIZED TO BIND THE ENTITY YOU REPRESENT.
This Affiliate Program Agreement ("Agreement") contains the complete terms and conditions that apply to your participating in the Eardoc Affiliate Program (the “Program”). The purpose of this Agreement is to allow you to link between a web site owned and controlled by you (the "Affiliate's Web Site" or “your site”) and the Eardoc.info web site (the "Eardoc Site"). This Agreement will become effective upon Eardoc's acceptance of your completed Affiliate Program Application (the "Effective Date"). Eardoc reserves the right to accept or reject your application in Eardoc's sole discretion. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include those that:
- promote pornography and/or sexually explicit materials
- promote violence or use of illegal substances
- promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age
- promote hate, crime or other illegal activities
- Otherwise violate intellectual property rights.
By participating in the Program you agree that you will not engage in any such activities. If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement immediately.
Defined terms shall have the meaning set forth herein or in Exhibit A below.
1. Linking to the Eardoc Site
a. You agree that within 30 days of the Effective Date of this Agreement, you will include Placements (as defined in Exhibit A below) that link from Affiliate's Web Site to the Eardoc Site.
b. Maintenance and Monitoring of Placements
i. You agree to link only to those specific web pages that Eardoc designates in the Placements, and to use only the Placements provided for such purpose. You shall not modify or alter the Placements provided by Eardoc in any way. You shall not "frame" or "mirror" any part of the Eardoc Site without the prior written authorization of Eardoc.
ii. Eardoc has the right to monitor the content on Affiliate's Web Site as Eardoc believes necessary to monitor use of the Placements and for compliance with the terms of this Agreement. You agree that we may take such actions and that you will not try to block or otherwise interfere with such monitoring activities. Eardoc has the right to notify you of any reasonable changes that you need to make to comply with the Eardoc guidelines for the use of the Placements, and to otherwise comply with the terms of this Agreement, and you agree to promptly make such changes.
iii. You shall cooperate with Eardoc in order to establish and maintain any Placements between the Eardoc Site and Affiliate's Web Site. You shall not display any link or mark pertaining to Eardoc, for use as a link or otherwise, other than the Placements that Eardoc provides to you. If Eardoc updates the Placements, you will replace the old Placements with the new ones within a 24-hour period.
iv. You agree that Eardoc will be allowed to place an identifying tag in each Placement that will identify the origin of a user that arrives directly at the Eardoc Site by clicking on the Placement.
You acknowledge that, by participating in the Program and placing any of the above links within your site, we may receive information from or about visitors to your site or communications between your site and those visitors. Your participation in the Program constitutes your specific and unconditional consent to and authorization for our access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in the Privacy Notice on the Eardoc Site.
2. Payments of Referral Fees from Eardoc to You
a. Subject to all terms of this Agreement, Eardoc will pay you a one-time referral fee in the amount decided by EARDOC for the conversions made in the site due to your referrals.
b. Eardoc will not pay Referral Fees for the sales of any individuals or accounts who have previously porches the Eardoc, even if the registration contains a different email address, credit card number, or other information different from the user's previous registration.
c. Payment of Referral Fees will be made on a monthly basis, by check, by PayPal or some other method Decided By EARDOC. It is your responsibility to provide complete and accurate information and completion of all tax or other applicable forms in order to receive payment. If this Agreement terminates, any Referral Fees due at the time of termination will be paid at the end of the month following termination.
d. Returns and Cancellations: If a referral fee product is later returned by the customer, its referral fee will be deducted from the next quarterly payment sent to AFFILIATE. If there is no next quarterly payment, AFFILIATE will be billed for this amount which is owed to EARDOC.
3. Compliance with Applicable Laws
You will be solely responsible for the development, operation and maintenance of Affiliate's site and for all materials that appear on the Affiliate's site.
You are solely responsible for the accuracy and appropriateness of all materials posted on Affiliate's Web Site, and for ensuring that your activities, including materials posted on Affiliate's Web Site and communications with Eardoc, Experts, other Members, New Customers, and potential customers (whether in print, on CD-ROMs, via chat or otherwise) are not defamatory, in violation of copyright laws or otherwise illegal. You further agree that your activities, including communications with Eardoc, Experts, other Members, New Customers and potential customers regarding or relating to Eardoc in any way, are in full compliance with all applicable laws in your jurisdiction. You further agree to abide by Eardoc’s Anti-Spam Policy, below. You agree to defend, indemnify and hold Eardoc harmless for any violations of the foregoing. Eardoc disclaims all liability for these matters.
Anti-SPAM Policy
We do not and will not tolerate the sending of unsolicited email messages and will prosecute all offenders to the fullest extent of the law. Advertising commonly referred to as "spamming" could damage Eardoc's goodwill. You shall not undertake any spamming referring to the Eardoc Site, or using any Placements or other Eardoc Marks. You shall not refer to the Eardoc Site, or use any Placements or other Eardoc Marks in any unsolicited commercial email (UCE), postings to newsgroups or in cross-posting to multiple newsgroups at once, without Eardoc’s advance written permission, which may be withheld at Eardoc’s discretion. In addition, you shall not advertise in any way that effectively conceals or misrepresents your identity, domain name, or return email address.
By agreeing to the terms and conditions of this agreement, you also agree to the following:
a. e-mails promoting Eardoc shall not contain or include a falsified sender domain name or falsified IP address.
b. e-mails promoting the Eardoc advertisements shall not be routed or relayed through servers that the sender does not have explicit authorization to use.
c. e-mails promoting the Eardoc advertisements shall not contain or include a false or misleading subject line that attempts to disguise or conceal the content of the e-mail.
d. all e-mails shall contain or include valid and responsive contact information of the sender, list manager or list owner; this includes your physical address.
e. no e-mails promoting Eardoc shall be sent for the purpose of harvesting the e-mail addresses in order to send future unsolicited e-mails.
f. all e-mails promoting Eardoc will be sent to individuals who have given you their “Affirmative Consent” as defined in Sec. 3.1 of the “CAN-SPAM Act of 2003” (viewable at GPOAccess.gov) which by its reference is incorporated into this document.
g. every e-mail promoting Eardoc advertisements shall contain a functioning return electronic mail address or other Internet-based mechanism clearly displayed that a recipient may use to submit in a manner specified in the message a reply electronic mail message or other form of Internet-based communication requesting not to receive future e-mail messages from you.
h. you shall process any and all opt-out requests within 5 business days, or less if so requested.
i. unless otherwise directed by Eardoc in writing, you shall not use Eardoc, or its represented advertisers’ names (including any abbreviation thereof) or any trademark, trade name, service mark, logo or other Eardoc identifying information in the originating or return e-mail address line, header or subject line of any e-mail transmission and that all e-mail transmissions shall contain language in the body and both the "from" line as well as the "re:" line that clearly announces that the offer embedded in the e-mail is being sent by you for the benefit of your users.
j. you agree and affirm to comply with all the rules and regulations set forth in the “CAN-SPAM Act of 2003” as well as all obligations and provisions herein.
k. you will not bid on Eardoc's trademarked terms, nor any similar name, common misspelling, or confusingly similar name on any pay-for-placement search engine.
l. you will not utilize, advertise or otherwise promote any Eardoc promotional code or coupon without first obtaining Eardoc's written permission.
SPYWARE AND OTHER PARASITES
Any affiliate suspected of a relationship, formal or informal, with any provider of spyware or parasitic software (as judged by Eardoc) is subject to punitive actions by Eardoc, without notice, including but not limited to: suspension of affiliate account; termination of affiliate account; withholding of payments to affiliate; and public notification of affiliate's suspected malfeasance. Eardoc encourages affiliates to report suspicions of such relationships; and, should substantial proof, as judged by Eardoc, be provided, Eardoc reserves the right to assign a value equal to unpaid monies earned by the offending affiliate (or a part thereof) to the reporting affiliates as a bounty.
4. Press Releases and Other Publicity
i. You may not create, publish, distribute, or permit any written or electronically transmitted publicity material (including without limitation, advertisements and press releases) that makes reference to Eardoc, or the Eardoc Site without first submitting the material to Eardoc and receiving its consent in writing. You shall not issue any public statement(s) regarding the relationship with Eardoc without the prior written approval of Eardoc.
ii. Advertising commonly referred to as "spamming" could damage Eardoc's goodwill. You shall not undertake any spamming referring to the Eardoc Site, or using any Placements or other Eardoc Marks. You shall not refer to the Eardoc Site, or use any Placements or other Eardoc Marks in any unsolicited commercial email (UCE), postings to newsgroups or in cross-posting to multiple newsgroups at once, without Eardoc’s advance written permission, which may be withheld at Eardoc’s discretion. In addition, you shall not advertise in any way that effectively conceals or misrepresents your identity, domain name, or return email address.
iii. Although Eardoc always requires that its written consent be given for the uses above, Eardoc generally approves mailings so long as the recipient is already a customer or subscriber of your services, and recipients have the option to remove themselves from future mailings. Eardoc generally approves newsgroup postings so long as the news group specifically welcomes commercial messages. In all cases, you must always clearly represent yourself and the Affiliate's Web Site as independent from Eardoc.
5. Modification
Eardoc may modify any of the terms and conditions in this Agreement, including terminating this Agreement or the Affiliate Program at any time in its sole discretion. Modifications may include, but are not limited to, changes in the scope, percent of Net Revenue paid as a Referral Fee, amount of one-time Referral Fee, payment procedures, and Eardoc's Affiliate Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOU SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AS SET FORTH BELOW. YOUR CONTINUED PARTICIPATION IN EARDOC'S AFFILIATE PROGRAM FOLLOWING THE POSTING OF THE CHANGE NOTICE OR NEW AGREEMENT ON THE EARDOC SITE WILL CONSTITUTE YOUR AGREEMENT TO THE CHANGES.
6. Term and Termination
The term of this Agreement will begin on the Effective Date and will end when terminated by either party. Either Eardoc or you 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, all licenses granted hereunder shall immediately terminate and you will immediately cease use of, and remove from Affiliate's Web Site, all links to the Eardoc Site, and all Eardoc trademarks and logos, other Eardoc Marks and all other materials provided in connection with this Agreement. Eardoc will, however, continue to pay you under Section 2(a)(i) for New Customers for a certain period following termination. Eardoc’s current policy is to pay for three months following termination.
7. Grant of Licenses
a. Subject to the terms of this Agreement, you have the non-exclusive, non-transferable and nonsublicensable right to use and display Eardoc Marks, only to refer specifically to Eardoc services and products in connection with the Placements, and only in the form which Eardoc provides you for such limited purposes. Such usage must be truthful, fair and not misleading or disparaging. Eardoc Marks must be used with a minimum spacing surrounding them and not be incorporated into your own product names, trademarks, service names, logos, company names or dba's. You shall not adopt marks or logos that are confusingly similar to Eardoc's Marks.
b. You grant to Eardoc a non-exclusive, non-transferable, revocable right to utilize your name, title, and logo in the advertising, marketing, promoting, and publicizing, in any manner, related to Eardoc's rights under this Agreement. Eardoc is not under any obligation to so advertise, market, promote, or publicize your participation in the Affiliate Program.
c. You agree not to use Eardoc’s proprietary materials, marks or other intellectual property in any manner that is disparaging or that otherwise portrays Eardoc in a negative light. Each party reserves all of its respective rights in the proprietary materials and intellectual property covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
8. DISCLAIMER
EARDOC PROVIDES THE EARDOC SITE AND ALL CONTENT, INFORMATION AND SERVICES AVAILABLE THEREIN, "AS IS" AND MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING EARDOC OR ANY SERVICES OR INFORMATION PROVIDED BY ANY MEMBER OR EXPERT OF EARDOC. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, EARDOC MAKES NO REPRESENTATION THAT THE OPERATION OF THE EARDOC SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND EARDOC WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS, DOWNTIME OR ERRORS.
9. Representations, Warranties and Covenants
You represent, warrant and covenant that 1) you have full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party; 2) you have sufficient right, title, and interest in and to the rights granted to Eardoc in this Agreement; 3) the material posted on Affiliate's Web Site does not defame any third party or violate or infringe upon the rights of any third party or any applicable copyright and other laws that pertain to it; 4) you shall not make any representations or warranties regarding the services provided by Eardoc; and 5) you shall not make or publicize any statements that are disparaging of Eardoc or that otherwise portray Eardoc in a negative light.
10. LIMITATIONS OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EARDOC WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF GOODWILL OR ACTUAL OR ANTICIPATED REVENUE,