| |
Affiliate agreement
See also: Terms and conditions /
Legal Statement
Upon you agreeing to the terms and conditions of this
Agreement by completing the on-line registration form, golden-wheel.net
grants to you (hereinafter "Affiliate") a limited and non-exclusive and royalty
free license during the term of this Agreement to display SearchBox, Dynamic
Cyberdistributeur and other Cyberdistributeur proprietary technology (hereinafter referred to
individually or in combination as "Intellectual Property") on Affiliate's web
site only, and only in accordance with this Agreement.
Definitions
"SearchBox" is embedded HTML or
other source code that appears on an affiliate's site as an image or graphical
box, enabling users to access technology that displays bided listings in order
of the highest bid by entering a keyword or keyword phrase. These listings or
search results may include a title, description and universal resource locator
(URL) of a golden-wheel.net advertiser as well as other information and when
clicked, link a user seeking information to a golden-wheel.net advertiser's Web
site.
"Dynamic Cyberdistributeur" is embedded HTML or other source code used to
access technology that allows a default set of listings or search results, which
may include a site title, description and universal resource locator (URL) of a
golden-wheel.net advertiser as well as other information, to appear on an
affiliate's site. Search results are displayed based on a keyword or set of
keywords and selected by the highest bid amounts relevant to the affiliate's
site content. When clicked, a user seeking information is linked to a
golden-wheel.net advertiser's Web site.
"Other Cyberdistributeur proprietary
technology" is any and all golden-wheel.net proprietary material and information,
source code, paper or electronic documentation, methods of display, methods of
operation, trademarks, service marks, and trade names.
Acceptable Use
Affiliate may use or display
the Intellectual Property only in the size, place and manner golden-wheel.net may
indicate from time to time within Affiliate's web site and only in a manner that
complies in all respects with golden-wheel.net's guidelines as described herein or
as may be modified in writing, or electronically, from time to time by
golden-wheel.net in its sole discretion. Affiliate acknowledges that all right,
title and interest in the Intellectual Property is exclusively owned by
golden-wheel.net and/or its licensors, and is golden-wheel.net's proprietary
property, and that no right other than the limited display license granted
herein is provided to Affiliate.
golden-wheel.net does not accept any form
of SPAM and detects/discards all traffic from unsolicited e-mail, newsgroups,
ICQ, unauthorized adjustment of default home page or search features within
standard browser settings and all other methods other than that generated from a
human generated search. Spamming by any of these methods will cause your
affiliate account to be terminated. Only one account is allowed per company or
organization unless agreed to in writing by golden-wheel.net, however, Affiliate
may use this account for multiple domains and/or websites.
All valid
clicks must be a result of a user performing a search by entering keywords into
a search box or clicking on a text link. In either case, the search results
displayed must exactly match the keyword phrase being searched. Affiliate agrees
not to incentify a user in any way to click a Paid Listing as this will result
in immediate termination of this Agreement. Affiliate may not send surfers via
any 3rd party banner or exit exchange program without first being approved by
golden-wheel.net. Any Web page that contains a Paid Link must only be viewable
after a query is made by a User.
Without limitation, Affiliate's account
may be terminated, where golden-wheel.net in its sole discretion, determines: (1)
that any content, goods, services, or links displayed on or made available
through or in connection with Affiliate's Web site(s) are illegal, obscene,
indecent, vulgar, offensive, dangerous, or are otherwise deemed inappropriate;
or that Affiliate or Affiliate's web site(s) violates, has violated, or
threatens to violate the terms and conditions of this Agreement or the spirit
behind them.
Affiliate agrees that traffic from the following nations
and regions are not allowed, and will not be paid for. All countries currently
or formerly known as Afghanistan, Albania, Algeria, Andorra, Angola, Armenia,
Azerbaijan, Bahrain, Bangladesh, Belarus, Belgium, Belize, Benin, Bhutan,
Bolivia, Bosnia and Herzegovina, Botswana, Brunei, Bulgaria, Burkina Faso,
Burundi, Cambodia, Cameroon, Central African Republic, Chad, China, Comoros,
Congo, Costa Rica, Cote d'Ivoire, Croatia, Cuba, Cyprus, CzechRepublic, Denmark,
Djibouti, Ecuador, Egypt, El Salvador, Equatorial Guinea, Eritrea, Estonia,
Ethiopia, French Guyana, French Polynesia, Gabon, Gambia, Georgia, Ghana,
Gibraltar, Greece, Guatemala, Guernsey, Guinea, Guinea-Bissau, Guyana, Hong
Kong, Hungary, India, Indonesia, Aceh, EastTimor, Iran, Iraq, Israel, Italy,
Ivory Coast (Cote D'Ivoire), Japan, Jordan, Kazakhstan, Kenya, Kiribati, Korea,
South Kurdish, Turkey, Iraq, Iran, Kuwait, Kyrgyzstan, Laos, Latvia, Lebanon,
Lesotho, Liberia, Libya, Lithuania, Macao (China), Madagascar, Malawi, Malaysia,
Maldives, Mali, Mercosur, Mexico, Micronesia, Moldova, Mongolia, Morocco,
Mozambique, Myanmar, Burma, Nagorno-Karabakh, Artsakh (Azerbaizan), Namibia,
Nauru, Nepal, The Netherlands, Nicaragua, Niger, Nigeria, Niue, North Kore,
Norway, Oman, Pakistan, Palau, Palestinian, Paraguay, Philippines, Poland,
Qatar, Romania, Russia, Rwanda, Sahara, Sao Tome and Principe, Saudi Arabia,
Senegal, Serbia Montenegro, Seychelles, Sierra Leone, Singapore, Slovakia,
Slovenia, Somalia, South Korea, Sri Lanka, Sudan, Suriname, Swaziland, Sweden,
Syria, Taiwan, Tajikistan, Thailand, Tibet, Togo, Tonga, Tunisia, Turkey,
Turkmenistan, Turks and Caicos Islands, Tuvalu, Uganda, Ukraine, United Arab
Emirates, Uruguay, U.S.S.R., Uzbekistan, Vanuatu, Vietnam, North Vietnam, South
Western Sahara, Yemen, Yugoslavia, Zaire (Dem. Rep. of Congo), Zambia and
Zimbabwe due to the nature of advertiser content seeking US based Web visitors.
All Users sent by Affiliate must come from a Web page as newsgroup
postings with hyperlinks, e-mail links, ICQ, Instant Message, spamming or any
other such practice that could reflect negatively on our program are strictly
prohibited. Failure to comply to this request will result in the immediate
cancellation of the account from which the Clicks were generated and may also
result in the forfeiture of any funds owed to that account. The action of
sending any hits from any URLs which contain and/or promote the following
content: warez, MP3s, ROMs, EMUs, newsgroup postings, SPAM e-mails, or any other
site which contains content or promotes activities which are illegal in the
United States and Europe will result in the immediate cancellation of the account from
which the hits were sent and the forfeiture of any funds owed to that account.
golden-wheel.net's
Responsibilities
golden-wheel.net will provide Affiliate
Intellectual Property that will enable a user of Affiliate's web site to type in
a search query that will provide search results generated by golden-wheel.net
and/or enable a user to click on links that will allow such users of Affiliate's
web site to access golden-wheel.net listings.
THE PROPRIETARY DATA WILL BE
DISPLAYED ON AFFILIATE'S SITE IN ACCORDANCE WITH THE GUIDELINES HEREIN AND
INSTRUCTIONS POSTED BY golden-wheel.net, AS MODIFIED BY golden-wheel.net, FROM TIME
TO TIME.
golden-wheel.net will provide Affiliate with a user ID and
password to access an on-line tool to view information about the number of
clicks that were generated from an Affiliate's web site and the associated
commission earned. Affiliate understands and agrees that golden-wheel.net pays
commissions based only on clicks, or advertiser site visits, AND THAT THE NUMBER
OF SEARCH REQUESTS GENERATED MAY NOT BE THE SAME AS THE NUMBER OF ACTUAL CLICKS.
Affiliate's
Responsibility
Affiliate shall provide users of Affiliate's web
site a way to perform search queries using the Intellectual Property AS SELECTED
BY AFFILIATE DURING REGISTRATION. Affiliate shall not modify the Intellectual
Property, which is herein licensed to Affiliate. Affiliate is solely responsible
for the creation and maintenance of its own web site and for all contents that
appears on Affiliates web site. AFFILIATE MAY NOT REFERENCE golden-wheel.net IN
ANY WAY WITHOUT FIRST RECEIVING WRITTEN CONSENT FROM golden-wheel.net. Affiliate
may not issue any press release or other public statements regarding this
Agreement without golden-wheel.net's prior written consent.
Compensation
golden-wheel.net will pay
Affiliate a commission of twenty-five percent (25%) of the bid amount earned by
golden-wheel.net for clicks generated as a result of a link from an Affiliate's
site. golden-wheel.net shall not pay Affiliate commissions for any search queries
generated from the Intellectual Property or related link that were not generated
by a valid search request. A valid search request involves a user of an
Affiliate's site entering text into SearchBox and clicking a button to submit a
search request to golden-wheel.net that is received and delivered or by
dynamically loading a Web page which contains Dynamic Cyberdistributeur. golden-wheel.net
will pay Affiliate upon reaching a level of fifty ($50.00) dollars on the sixth day of the months of October, January, April and July, whichever is less frequent, for
all commissions earned under this Agreement, less any taxes golden-wheel.net may
be required to withhold, and less any amount golden-wheel.net determines, in its
sole discretion, was not validly earned from proper use of the Intellectual
Property on Affiliate's site. In other words, commissions earned during any
quarter that are less than fifty ($50.00) dollars, at golden-wheel.net's
sole discretion, may be held until the next month in which the total amount due
is at least fifty ($50.00) dollars or until this Agreement is terminated. In the
event golden-wheel.net has not received payment for a portion of such bid amount
earned, golden-wheel.net may delay paying commission due to Affiliate on such
portion until 30 days after golden-wheel.net collects such portion.
Ownership of
Intellectual Property
Affiliate agrees that this limited license
to display golden-wheel.net's Intellectual Property inures to the benefit of
golden-wheel.net. All good will or reputation generated by display of
golden-wheel.net's Intellectual Property shall automatically vest in and shall
remain the property of golden-wheel.net. Affiliate agrees not to contest, in any
court or other jurisdiction, the validity of any of the golden-wheel.net
Intellectual Property, including, but not limited to, golden-wheel.net's
trademarks, service marks or trade names. During the term of this Agreement,
Affiliate shall not adopt, use, register, or apply for registration of, whether
as a corporate name, trademark, service mark or other indication of origin, any
of the golden-wheel.net trademarks, service marks or trade names, or any word or
mark confusingly similar to them in any jurisdiction.
Representations and Warranties
A. As to
golden-wheel.net:
golden-wheel.net represents and warrants that it has the
authority to enter into this Agreement.
B. As to
Affiliate:
Affiliate represents and warrants that it has full power and
authority to enter into this Agreement; and Affiliate represents and warrants
that the content on Affiliate's web site, and/or the technology used by
Affiliate in connection with this Agreement are owned or legally licensed for
use by Affiliate; and Affiliate represents and warrants that its web site does
not violate applicable law or regulations and does not infringe or violate any
copyright, patent, trademark or other similar Intellectual Property right, or
otherwise violate or breach any duty toward, or rights of any person or entity.
Non-Liability of
golden-wheel.net
golden-wheel.net does not warrant or represent
that the Intellectual Property will meet all or any of Affiliate's needs or
requirements, or that performance of golden-wheel.net's Intellectual Property will
be uninterrupted or error free. golden-wheel.net is not responsible for any
content provided by third parties, including advertisers, or for any third party
sites that can be linked to/from the Intellectual Property. golden-wheel.net and
its licensors make no other warranty of any kind, whether expressed or implied,
including without limitation, warranties of merchantability, fitness for a
particular use, and non-infringement.
Confidentiality
During the term of this
Agreement, Affiliate may have access to certain non-public information of
golden-wheel.net, which information a reasonable person would consider
confidential or which is marked as "confidential" or "proprietary" by
golden-wheel.net, collectively "Confidential Information". This Confidential
Information does not include information that is generally in the public domain.
Affiliate agrees not to disclose any Confidential Information to any third
parties or to use any Confidential Information for any purposes except to carry
out its obligations under this Agreement. Affiliate shall take every effort to
keep such Confidential Information confidential, using the same degree of care
Affiliate uses to protect its own confidential information, as long as it uses
at least reasonable care. Each party acknowledges and agrees that due to the
unique nature of the Confidential Information, any such breach may allow one
party or third parties to unfairly compete with the other party resulting in
great harm to non-breaching party. This Agreement shall be governed by the laws
of the state of the French Republic, and in the event of a dispute, Affiliate agrees to
submit to the jurisdiction of the state courts located in Lyon, France. This clause shall remain in effect for two years after termination.
Indemnification
Affiliate
shall indemnify, defend and hold golden-wheel.net harmless (including
golden-wheel.net's legal and expert fees) against any and all damages, claims and
awards brought or assessed against golden-wheel.net, resulting from a breach of
any warranty, representation or covenant made by Affiliate under this Agreement;
or arising from any action against golden-wheel.net arising from Affiliate's use
or display of golden-wheel.net's Intellectual Property or arising from any breach
by Affiliate of any of the provisions or requirements of this Agreement,
provided that golden-wheel.net promptly notifies Affiliate in writing of any such
claim and promptly tenders the control of the defense and settlement of any such
claim to Affiliate at Affiliate's expense and with Affiliate's choice of
counsel. golden-wheel.net shall cooperate with Affiliate, at Affiliate's expense,
in defending or settling such claim. Affiliate will not enter into any
settlement or compromise of any such claim without golden-wheel.net's prior
consent, which shall not be unreasonably withheld.
Limitation of golden-wheel.net's Liability
In
no event shall Cyberdistributeurs.com's liability arising out of this Agreement exceed
the net amount payable to Affiliate under this Agreement during the three (3)
months prior to the date of such cause. golden-wheel.net shall not be liable
hereunder by reason of any failure or delay in the performance of its
obligations on account of strikes, shortages, riots, insurrection, fires, flood,
storm, explosions, earthquakes, Internet outages, acts of God, war, governmental
action, or any other cause that is beyond the reasonable control of
golden-wheel.net.
Term
The
term of this Agreement shall commence on the date golden-wheel.net receives
Affiliate's registration and shall continue in force thereafter, unless earlier
terminated as provided herein. If Affiliate breaches this Agreement, or if
Affiliate engages in any action that, in golden-wheel.net's sole discretion,
reflects poorly on golden-wheel.net or its trademarks, service marks, trade name
or reputation, golden-wheel.net may terminate the Agreement immediately upon
notice to Affiliate. Either party may terminate this Agreement on thirty (30)
days written notice to the other party for any reason. Upon the termination of
this Agreement for any reason, all license rights granted herein shall terminate
immediately, and Affiliate shall immediately cease use of the Intellectual
Property and of all golden-wheel.net's trademarks, service marks and trade names
incorporated in the Intellectual Property.
golden-wheel.net reserves the
right to terminate any account if it is inactive for more than 30 calendar days.
golden-wheel.net reserves the right to terminate the account of any Affiliate who
publicly posts derogatory and/or slanderous statements about golden-wheel.net, or
any of its subsidiaries or officers. Any artificial means of generating traffic
including, but not limited to, hitbots, multiple clicking scripts, hidden links
and incentivizing surfers in any way or any other similar activity will result
in forfeiture of all monies owed and possible criminal prosecution. Affiliate
must have all referring pages written entirely in English. Non-compliance with
these terms and conditions may result in the forfeiture of all monies owed and
permanent locking of account.
Notices
Any notice required for or permitted
by this Agreement relating to the Affiliate shall be in writing and shall be
delivered by personal delivery, by overnight courier, by certified or registered
mail; or by email. All notices must be sent to the addresses first described
above, or to such other address that golden-wheel.net may have provided for the
purpose of notification in accordance with this Agreement.
Changes to Agreement
golden-wheel.net may
change this Agreement at any time upon publishing a notice in golden-wheel.net.
Any use of the Intellectual Property after such notice shall be deemed to be
continued acceptance of this Agreement including its amendments and
modifications.
Assignment
golden-wheel.net may assign its
rights or delegate its obligations under this Agreement without Affiliate's
prior written consent, as long as the assignee expressly assumes in writing the
performance of all of the terms of this Agreement.
Relationship of Parties
This Agreement shall
not be construed to create a joint venture or partnership between the parties.
Neither party shall be deemed to be an employee, agent, partner or legal
representative of the other for any purpose and neither shall have any right,
power or authority to create any obligation or responsibility on behalf of the
other.
Entire
Agreement
This Agreement constitutes the entire understanding
between the parties with respect to the subject matter and supersedes all
previous agreements, written or oral, between Affiliate and golden-wheel.net. If
any provision of this Agreement is held or made invalid or unenforceable for any
reason, such invalidity shall not affect the remainder of this Agreement.
Cancellation
You may cancel your participation in the golden-wheel.net Bid For Position Ranking System by providing at least 14 days notice to golden-wheel.net. Following such notice period, you will be entitled to receive a refund for all amounts not yet charged to your account. In all events, the initial free $10 bonus deposited by golden-wheel.net into your bid account is nonrefundable. We may cancel your participation in the Bid For Position Ranking System at any time for any or no reason. golden-wheel.net reserves the right to cancel the Bid For Position Ranking System at any time for any or no reason.
Non-Waiver
The terms or
covenants of this Agreement may be waived only by a written instrument executed
by the party waiving compliance. The failure of either party at any time or
times to require performance of any provision hereof shall in no manner affect
the right at a later time to enforce the same. No waiver by either party of the
breach of any term or covenant contained in this Agreement, whether by conduct
or otherwise, in anyone or more instances, shall be deemed to be, or construed
as, a further or continuing waiver of any such breach or a waiver of the breach
of any other term or covenant contained in this Agreement.
IN WITNESS
WHEREOF the parties have set their hands and seals this
Other
This agreement is in accordance with the laws of the French Republic, and applicable international laws and jurisdiction and venue of all matters relating to this agreement shall be conducted exclusively in France, and you agree to the jurisdiction of such Courts. No waiver, modification or addition to this agreement shall be valid. This agreement constitutes the entire agreement between the parties relating to the participation in golden-wheel.net's Bid For Position Ranking System. This agreement supersedes all prior and/contemporaneous agreements and Participant has relied upon no representations, oral or otherwise, not contained within this Agreement. golden-wheel.net reserves the right to change the terms upon which it offers its Bid For Position Ranking System and may change this Agreement by posting such changes.
.
|
