Click here for Publishers' Terms of Service
This Advertiser Service Agreement (the "Agreement") is made by and between PLYmedia Inc., a Delaware, USA corporation ("PLYmedia", "plymedia.com", "affiliateply.com", “affiliatePLY, "We"), and you, as an Advertiser user of the AFFILIATEPLY.COM service ("You", "Your", "Advertiser"). Any use of AFFILIATEPLY.COM or AFFILIATEPLY in this Agreement shall also include PLYmedia and its direct and indirect subsidiaries. To be an authorized Advertiser of AFFILIATEPLY.COM, Inc., You agree to abide by the terms and conditions contained in this Agreement. Please read this Agreement carefully before registering for or using the AFFILIATEPLY.COM Service as an Advertiser. By signing up for AFFILIATEPLY.COM, you indicate Your acceptance of this Agreement and its terms and conditions. If You do not accept this Agreement, do not use the AFFILIATEPLY.COM Service as a Advertiser.
AFFILIATEPLY.COM respects the privacy of its users and promises not to disclose personal or business information to third parties without the express permission of You and /or Your company. We will not sell Your name, e-mail address, phone number, or any other personal information to anyone else. We consider this information to be private, and it will remain as such. If You have any questions about Your privacy rights, contact us at info@affiliateply.com. For our complete Privacy Policy, click here.
The Advertiser Service Agreement is summarized as follows:
"Account Balance" indicates the current monetary value of monies deposited into
Your Account at AFFILIATEPLY.COM. These monies are used to pay Affiliates for Commissions
generated as well as AFFILIATEPLY.COM fees.
"Advertiser" means a Web site that pays a reward for a legitimate sale, lead, click,
impression or other measurable action by a Visitor, and uses the AFFILIATEPLY.COM
Service to facilitate sign-ups, tracking, reporting, and issuance of commission
payment.
"Affiliate" means a site that is rewarded for a legitimate sale, lead, click, impression
or other measurable action by a Visitor, and uses the AFFILIATEPLY.COM Service to
facilitate applications, tracking, reporting, and receipt of commission payment.
"Click" occurs when an internet user clicks through a Link that an Affiliate has
placed for an Advertiser.
"Commission" means the amount sale commission, lead commission, impression commission
or click commission established and agreed upon by AFFILIATEPLY.COM and You and
as specified in an Addendum to this agreement or in an agreement signed between
You and AFFILIATPLY.COM. The Commission may be expressed as a set amount or as a
percent of sales or by way of revenue sharing.
"Impression" occurs when an internet user views an AFFILIATEPLY.com video banner
on an Affiliate's site.
"Link" means a hyperlink placed on an Affiliate's site on a video banner or other
banner served by AFFILIATEPLY.com that, when clicked on, serves Your Web site to
the Visitor's browser and provides an Offer. The Link may be in the form of text,
a product image, a video overlay, a button, a banner or any other format acceptable
to You, and defined only through Your program on AFFILIATEPLY.COM.
"Measureable Action" occurs when internet users complete either a purchase, lead
form, or other action which the Advertiser has defined. When a Measurable Action
can be matched, by AFFILIATEPLY.COM to a previous “Click”, a “Commission” occurs
and is tracked by AFFILIATEPLY.COM.
"Offer" means an offer for product, service, program, survey, lead or advertisement
or any other offer that a Visitor to your Web site from the Link receives or is
offered. You are responsible to update any such Offers and to notify AFFILIATEPLY.COM
within 7 days that the Offer or specific offer ceases to be valid.
"Payout" means the amount sale commission, lead commission, impression commission
or click commission established and agreed upon by AFFILIATEPLY.COM and You. The
Payout may be expressed as a set amount or as a percent of sales /lead or by way
of revenue sharing.
"Pending Period" is the period after the month in which transactions by Affiliates
occur during which the Advertiser can review and approved pending transactions.
All transactions shall be either approved or declined by the end of the Pending
Period. Unless indicated otherwise by an Advertiser, the Pending Period shall be
one month (but not less than 30 days) following the completed calendar month in
which the transactions occur. For example, for June transactions, the Pending Period
shall be July, such that by July 31, all June transactions shall be approved or
declined such that payment shall be made to the Affiliate on the June transaction
payout date (i.e. August 20).
"Performance Marketing" occurs when e-businesses ("Advertisers") and individual
web sites that generate their own traffic ("Affiliates") partner to drive traffic
to the Your Web site and You pay a reward or bounty when the Visitor referral results
in a sale, lead, click, impression or other measurable action.
"PLY" means an overlay on the Video which may be clickable or interactive or may
include derivative work of the Video.
"PLY View" means the view of such PLY as recorded, tracked and counted by AFFILIATEPLY.COM
or PLYmedia.
"Qualifying Revenues" are revenues derived by the Advertiser from authorized sales,
excluding costs for shipping, handling, gift-wrapping, taxes, gift certificates,
service charges, credit card processing fees, charge backs, returns and bad debt.
"Sale commission" means the Payout You agree to pay for Visitors referred to Your
Web site that results in a sale of a product or service or where the Payout is based
on impressions or views of Your advertisement where the Sale Commission shall be
based on such view or impression. The sale could occur at the time of the visit
or at a later time not to exceed a period of time as agreed between You and AFFILIATEPLY.COM
as specified in an Addendum to this agreement or an agreement signed between You
and AFFILIATPLY.COM. If a sale occurs after the agreed period and the Visitor has
not returned through an authorized Affiliate's site, then no Payout shall occur.
"Tracking Code" means a small piece of HTML code (using JavaScript) given to the
Advertiser by AFFILIATEPLY.COM which is used by AFFILIATEPLY.COM to provide the
Service.
"Tracking Gap" dictates the maximum time that can elapse between a Click and a Measurable
Action and shall be agreed upon between You and AFFILIATEPLY.COM as specified in
an Addendum to this Agreement or in an agreement signed between You and AFFILIATPLY.COM.
"Tracking Pixel" means a small piece of HTML code given to the Advertiser by AFFILIATEPLY.COM
which is used by AFFILIATEPLY.COM to provide the Service. If You don't want to use
JavaScript tracking code, you can also use a hidden image (hidden pixel tracking)
version, if available.
"Video" means a video supplied by an Advertiser to the AFFILIATEPLY.COM which may
be embedded by an Affiliate on which interactive and clickable Links will be overlaid
to allow a Visitor to Click on such a Link or view such advertisement as an Impression.
"Video Embed" means the embed code (as provided by AFFILATEPLY.COM) for the Video
(supplied by You) to be embedded on the Affiliate’s website.
"Video Hosting" means the hosting, storage and streaming of the Advertiser’s Video
content.
"Video Impression" occurs when an internet user views a Video or PLY on an Affiliate’s
site.
"Video View" means the view of a video as recorded, tracked and counted by AFFILIATEPLY.COM
or PLYmedia.
"Visitor" means any person, or user that clicks on a Link to Your Web site or views
Your advertisement placed on an Affiliate's Web site using the AFFILIATEPLY.COM
Service.
"VOID" means a reversal of a transaction previously earned for a sale, lead, impression
or click that is later rescinded or corrected by You. You may VOID transactions
that are fraudulent, or in the case of returned merchandise, duplicate transactions,
or other valid reasons. Transactions may be voided during the Pending Period only.
"Your Account" means a separate, specific account within the Service that is debited
based on Your Commissions and Commissions paid to AFFILIATEPLY.COM.
AFFILIATEPLY.COM, as an Affiliate Network Provider, has developed, operates and provides a service which allows Web sites to run and/or participate in Performance Marketing programs (the "Service"). You wish to become an Advertiser of AFFILIATEPLY.COM and utilize the Service as an Advertiser. As an Advertiser, Affiliates will be establishing relationships with you through AFFILIATEPLY.COM where Affiliates may publish an Advertiser’s Video and Video Embed on their Affiliate Web site and where such Videos shall include a PLY. All relationships established between You, the Advertiser, and Affiliates under this Agreement through AFFILIATEPLY.COM network will be conducted and managed through the Service. This in no way shall limit the Advertiser from establishing relationships with Affiliates through other Affiliate Network Providers or engaging in other business development relationships.
As an Advertiser of AFFILIATEPLY.COM, you may not dictate where Affiliates place their video banners. If you are unhappy with an Affiliate, or feel that they are not suited for your site, you may request affiliatePLY to remove the specific Affiliate from your program from contacting us at advertisers@affiliateply.com.
You are responsible to maintain the necessary and functioning Tracking Code at Your site. Should AFFILIATEPLY.COM become aware that the necessary Tracking Code is missing or has been removed from Your site, AFFILIATEPLY.COM will notify the Advertiser via email and/or telephone in order to rectify the situation. Advertisers will be given 14 days to correct the problem and will notify AFFILIATEPLY.COM when the corrections have been made. After 14 days, AFFILIATEPLY.COM will have the right to terminate this agreement.
The Service allows for Affiliates to use a Video Embed on the Affiliate’s web site where such Video includes a PLY. AFFILIATEPLY.COM shall host, store and deliver the Video to the Affiliate’s web site on behalf of the Advertiser. AFFILIATEPLY.COM shall not be liable for any downtime or failure to view any Video on the Affiliate's Web site. AFFILIATEPLY.COM stores and delivers Your Video to the Affiliates. AFFILIATEPLY uses known and reliable delivery networks for the delivery of Video content to the Affiliates. However, AFFILIATEPLY.COM does not guarantee the delivery of the Video but shall make every effort to deliver the Video Content. AFFILIATEPLY.COM also backs up the Videos, but shall not be responsible for any damage or loss of data due to the Video content.
AFFILIATEPLY.COM agrees that the transaction fee will remain at 30% for a period of 12 Months after the execution of this agreement. Any change in the transaction fee shall be agreed between AFFILIATEPLY.COM and the Advertiser in an Addendum to this agreement or in an agreement signed between You and AFFILIATPLY.COM. An Advertiser is under no obligation to remain with AFFILIATEPLY.COM for the entirety of the 12 month period, and may discontinue the service at anytime upon notice without penalty of any kind. Upon any termination by an Advertiser hereunder, AFFILIATEPLY.COM shall refund any remaining balance in the Advertiser's account within a period equal to the “Tracking Gap” plus 60 additional days to account for processing and delivery. At the end of the 12 month period, if the Advertiser wishes to continue service, AFFILIATEPLY.COM reserves the right to re-negotiate pricing so as to reflect current market conditions if AFFILIATEPLY.COM feels necessary. Current pricing and refund information is listed below:
Service: Network Access Fee
Description: $0
Cost Extra Info: AFFILIATEPLY.COM does not charge for Network Access at this
time, but reserves the right to charge for such access in the future. Any change
to the Network Access Fee shall be notified to an Advertiser at least 7 days prior
to such change taking effect. In the event an Advertiser chooses to terminate the
Service, any funds remaining in the Account Balance shall be refunded as per the
Refund Policy.
Service: Minimum Deposit Amount
Description: $100
Cost Extra Info: This amount is the minimum amount required by an Advertiser
to deposit in their account which funds shall be used to pay the affiliates and
AFFILIATEPLY.COM for sales, clicks, impressions or other qualified leads that you
define, unless agreed otherwise between the Advertiser and AFFILIATEPLY.COM.
Service: Transaction fees
Description: 30%
Cost Extra Info: Fees are based on the payout rate. For example, if you pay
an affiliate $1 per lead, you pay AFFILIATEPLY.COM 30% or $0.30 (Minimum of 1 cent
per transaction).
Service: Monthly Minimum Deposit
Description: $0
Cost Extra Info: Currently, there is no monthly minimum deposit for your
account. This, however, is subject to change at AFFILIATEPLY.COM sole discretion.
In the event the Monthly Minimum amount is changed, AFFILIATEPLY.COM shall notify
the Advertiser at least 7 days prior to such change taking effect. In the event
an Advertiser chooses to terminate the Service, any funds remaining in the Account
Balance shall be refunded as per the Refund Policy.
Service: Check Processing and Paying of Affiliates
Description: Included.
Cost Extra Info: AFFILIATEPLY.COM processes payments to your Affiliates free
of charge each month.
Service: Video Hosting, Storage and Delivery
Description: Included.
Cost Extra Info: AFFILIATEPLY.COM does not charge Advertisers for the hosting,
storage and serving of Video on an Affiliate’s web site. However, AFFILIATEPLY.COM
reserves the right to change its pricing regarding Video Hosting, Storage and Delivery.
Any change in this policy shall be notified to an Advertiser 7 days prior to any
such change taking effect. In the event an Advertiser chooses to terminate the Service,
any funds remaining in the Account Balance shall be refunded as per the Refund Policy.
Service: Advertiser Help Desk
Description: Included.
Cost Extra Info: Advertisers may contact our help desk at any time at support@affiliateply.com.
Service: Affiliate Help Desk
Description: Included.
Cost Extra Info: Your Affiliates may contact our help desk at any time at
support@affiliateply.com.
Service: Refund Policy
Cost Extra Info: Any refunds due from Your Account Balance in the event You
discontinue the Service shall be refunded within a period equal to the “Tracking
Gap” plus 60 additional days to account for processing and delivery.
The Advertiser shall establish and define a set of Commissions that Affiliates will earn for authorized transactions received via their Links or through their Videos. Affiliates shall earn a Commission on authorized transactions when a sale (or in the event Commissions are defined as being earned from Impressions, such Impressions shall be defined as a sale) is placed by a customer who follows a Link from the Affiliate’s site to the Advertiser’s site. The Advertiser will only pay Commission on Qualifying Sales subject to resolution of all outstanding Voids. All payments by the Advertiser are due by the 10th of the month following the Pending Period by payment method agreed between the Advertiser and AFFILIATEPLY. Payment to Affiliates, including bonuses or rewards, shall be processed through AFFILIATEPLY.COM and are made to Affiliates on the twentieth (20th) day of the month (when the Affiliates account balance reaches $100 or more for the previous transactions) after the Pending Period. For example, if an Affiliate is due Commissions of $150 for sales generated in June and unless indicated otherwise, the Pending Period shall end on July 31, payment of the June transactions shall be due to AFFILIATEPLY by August 10 and payment of the Commissions to the Affiliate shall be made by AFFILIATEPLY on the 20th day of August.
A "VOID" is executed by the Advertiser as a means to reverse the commission given to a particular affiliate on Qualifying Sales. VOIDS may be the result of (i) canceled sales; (ii) product returns; (iii) duplicate or repeat errors; (iv) non-bona fide Transactions; (v) non-receipt of payment from Customer; (vi) Refund of payment to Customer; (vii) Failure by an Affiliate to comply with the Terms of Agreement set forth by AFFILIATEPLY.COM and the Advertiser. Unless indicated otherwise by an Advertiser (such indication shall be included along with the Advertiser’s offer on AFFILIATEPLY.COM and agreed between the Advertiser and AFFILIATEPLY.COM), sales/leads or other transactions performed through AffiliatePLY shall remain in a pending status (for purposes of payment) prior to being credited to an Affiliate for a period of one month (but not less than 30 days) – the Pending Period. During the Pending Period, the transactions in the pending status will allow the Advertiser to Void the commission during the Pending Period. After the Pending Period, any amounts due to AFFILIATEPLY by the Advertiser shall be due by the 10th of the month following the Pending Period for payment to the Affiliate and the Advertiser will no longer be able to reverse the sale after the Pending Period.
AFFILIATEPLY.COM will provide support for the Service as indicated on the AFFILIATEPLY.COM Web site and in accordance with the terms and conditions and are provided AS-IS as set forth in this Agreement that supersede any other Agreement. AFFILIATEPLY.COM may be contacted at support@affiliateply.com for any Service or support inquiries.
AFFILIATEPLY.COM shall send timely e-mails to inform You of applicable changes or additions to the Service or any AFFILIATEPLY.COM related products and services.
AFFILIATEPLY.COM reserves the right to change, modify, add or remove portions of this Agreement at any time and may add to, change, suspend or discontinue any aspect of the Service at any time. In the event of any material change, AFFILIATEPLY.COM will notify You via e-mail, newsletter or the AFFILIATEPLY.COM Web site at least 7 days prior to any such changes taking effect, at which time You may either agree to such changes or withdraw from the Service and any refunds in your Account Balance shall be made in accordance with the Refund Policy.
To sign up as an Advertiser of AFFILIATEPLY.COM and to use the Service as an Advertiser you must be at least 18 (eighteen) years of age, and supply a valid tax-id, which may be your social security number for individuals, or a federal tax-id for corporations or entities. THE FOLLOWING TYPES OF SITES ARE NOT ALLOWED TO PARTICIPATE IN AFFILIATEPLY.COM: ADULT SITES, SITES THAT DISPLAY ADULT CONTENT OR BANNERS, SITES THAT PROMOTE VIOLENCE, BIGOTRY, OR HATRED. SITES THAT PROMOTE ILLEGAL ACTIVITY, including but not limited to CRACKING, and HACKING SITES. As part of the registration process, You may be required to select a username and password combination that You use to access Your Advertiser area within the Service. You shall provide AFFILIATEPLY.COM with accurate, complete and updated registration information. You may not select the name of another person with the intent to impersonate that person or deceive members or other users as to Your true identity. You agree that AFFILIATEPLY.COM may rely on any data, notice, instruction or request furnished to AFFILIATEPLY.COM by You which is reasonably believed by AFFILIATEPLY.COM to be genuine and to have been sent or presented by a person reasonably believed by AFFILIATEPLY.COM to be authorized to act on Your behalf. You shall notify AFFILIATEPLY.COM by e-mail at advertisers@affiliateply.com of any known or suspected unauthorized uses of Your Account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of Your username and password. You shall be responsible for maintaining the confidentiality of Your username and password and You are responsible for all usage and activity on Your Account, including use of the account by a third party authorized by You to use Your Account. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination by AFFILIATEPLY.COM and referral to the appropriate law enforcement agencies.
You represent to AFFILIATEPLY.COM that all content (including Video content) You
provide to the Service, to the best of your knowledge, but without special investigation
of any kind, is solely owned by You or provided by You with the express authority
of the company You represent, does not infringe upon any other individual's or organization's
rights (including, without limitation, intellectual property rights), and is not
defamatory, libelous, unlawful or otherwise objectionable under the laws of the
United States and complies with AFFILIATEPLY.COM's terms. You shall not knowingly
or intentionally provide, promote, distribute, place or otherwise publish as an
Advertiser of the Service any content, or Web site that includes content, which
is libelous, defamatory, obscene, pornographic, abusive, fraudulent or violates
any law. As AFFILIATEPLY.COM may not review all information provided by You, You
shall remain solely responsible for Your content and Web site.
You also authorize
(and represent that You have the right to represent as such) to AFFILIATEPLY.COM
to create and publish PLYs for Your Video content (such as, but not limited to clickable
and interactive banners, derivate work of the Video or informational content) including
the right to use Your Videos for commercial use. In addition, you hereby grant an
Affiliate the right to distribute, display and perform such Videos on their Web
sites, all for non-commercial, commercial and personal use.
You further hereby authorize
AFFILIATEPLY.COM to allow for Visitors to create user-generated content on Your
Video (in the event such a service is allowed by AFFILIATEPLY.COM and You). AFFILIATEPLY.COM
shall be not responsible neither for the Video, the Video content, the content of
the Affiliate web site, the content of the Advertiser web site or content of any
third-party site for which Links are directed. AFFILIATEPLY.COM does not control
or monitor the PLY content created using its Service or services and shall not be
liable, in any case, for illegal, infringing or inappropriate content created. Creation
of PLY content (if applicable) may require user acceptance of PLYmedia’s Terms of
Use and Privacy Policy which may be found at www.plymedia.com. Creation of PLY content
may be produced by PLYmedia or by a third-party with whom PLYmedia has contracted.
The Service, its operation, its use and the results of such use shall be performed in a professional and workmanlike manner. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, EACH OF AFFILIATEPLY.COM AND ADVERTISER DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICE, ITS USE AND THE RESULTS OF SUCH USE. WITHOUT LIMITING THE FOREGOING, AFFILIATEPLY.COM SPECIFICALLY DISCLAIMS ANY WARRANTY (A) THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, (B) THAT DEFECTS WILL BE CORRECTED, (C) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (D) THAT THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT, OR (E) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSION MAY NOT APPLY. AFFILIATEPLY.COM will make reasonable commercial efforts to keep its Service operational during normal business hours. However, certain technical difficulties may, from time to time, result in temporary service interruptions. AFFILIATEPLY.COM shall not be responsible for any system downtime. Advertiser further agrees not to hold AFFILIATEPLY.COM liable for any of the consequences of such interruptions. ADVERTISER SHALL HAVE NO LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF ANY WEB SITE OF AFFILIATE OR AFFILIATE CUSTOMER DATA FILES OR SYSTEMS OR PROGRAMS THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. ADVERTISER SHALL HAVE NO LIABILITY WITH RESPECT TO ADVERTISER OBLIGATIONS HEREUNDER OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF ADVERTISER HAS BEEN NOTIFIED OF SUCH DAMAGES. ANY LIABILITY OF ADVERTISER HEREUNDER SHALL BE LIMITED TO THE FEES PAID BY ADVERTISER TO AFFILIATEPLY.COM UNDER THIS AGREEMENT. LIMITATION OF LIABILITY EXCLUDING LIABILITY ARISING FROM OR RELATING TO AFFILIATEPLY.COM’S OBLIGATION TO KEEP ADVERTISER INFORMATION CONFIDENTIAL UNDER THE SECTION ENTITLED “NONDISCLOSURE” BELOW AND ANY BREACH BY AFFILIATEPLY.COM OF THE SECTION ENTITLED “OWNERSHIP AND LICENSES”, NEITHER ADVERTISER, ON THE ONE HAND, NOR AFFILIATEPLY.COM OR ITS SUPPLIERS OR RESELLERS OR OTHER ADVERTISERS, ON THE OTHER HAND, SHALL BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THE USE OF OR INABILITY TO USE THE AFFILIATEPLY.COM SERVICE OR ANY INFORMATION PROVIDED. ON THE AFFILIATEPLY.COM WEB SITE OR ANY OTHER HYPERLINKED WEB SITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF AFFILIATEPLY.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE WEB SITE OR ANY HYPERLINKED WEB SITE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSION MAY NOT APPLY. IN SUCH JURISDICTIONS, A PARTY'S LIABILITY IS LIMITED TO THE SMALLEST AMOUNT PERMITTED BY LAW. THIS PARAGRAPH WILL SURVIVE THE FAILURE OF ANY EXCLUSIVE OR LIMITED REMEDY. You agree that AFFILIATEPLY.COM, although the provider of the Service, has no responsibility or liability as a result of placement of authorized Links to Your Web site, from the Affiliates. AFFILIATEPLY.COM agrees to indemnify, defend, and hold harmless Advertiser and its affiliates, officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees, expert witness fees and costs) directly or indirectly arising from or relating to AFFILIATEPLY.COM 's acts or omissions in performance of the Services or its breach of this Agreement.
AFFILIATEPLY.COM acknowledges that in the course of this Agreement it shall have access to confidential and proprietary information ("Confidential Information") of You or Your company. AFFILIATEPLY.COM agrees not to disclose or disseminate the Confidential Information without Your prior express written consent in each instance. The term "Confidential Information" shall not include information that is or becomes part of the public domain through no action or omission of AFFILIATEPLY.COM, that becomes available to AFFILIATEPLY.COM from third parties without knowledge by AFFILIATEPLY.COM of any breach or violation of fiduciary duty, or that AFFILIATEPLY.COM had in its possession prior to the date of this Agreement. AFFILIATEPLY.COM does not and shall not collect information about an Advertiser’s customer transactions, other than what is passed to us through the installed tracking code and displayed on Your own transaction reports. Any information we receive is used solely for tracking and Commission payment purposes. AFFILIATEPLY.COM reserves the right to be able to utilize this data in aggregate to anonymously analyze Service trends, monitor Service efficiencies, and perform such other analysis as AFFILIATEPLY.COM deems appropriate.
AFFILIATEPLY.COM represents and warrants that it owns or has been licensed certain
code, images, technology, content, trademarks, banners and other intellectual property
that it shall provide to You, under this Agreement. You, the Advertiser, are granted
a non-exclusive, limited, revocable right to use trademarks and banners of AFFILIATEPLY.COM.
All images, technology and content provided for Your use is and shall remain the
sole property of AFFILIATEPLY.COM, and no part thereof shall be deemed assigned
or licensed to You except as explicitly provided for herein. All intellectual property
rights, including trademarks, copyrights, patent rights or applications, trade names
and service marks related to the foregoing shall remain AFFILIATEPLY.COM's sole
property, including rights in and to any derivatives thereof. You may not modify
the trademarks, banners, the content or any of the images provided to You in any
way.
You, the Advertiser, hereby grant AFFILIATEPLY.COM a non-exclusive, limited,
revocable right to sublicense the use of Advertiser provided trademarks, banners,
Video and other content as provided to AFFILIATEPLY.COM or Affiliates through AFFILIATEPLY.COM.
All images, technology, Video, creative work, derivative work and other content
(together the “Works”) provided for AFFILIATEPLY.COM and Affiliate use is and shall
remain the sole property of the Advertiser (or the rightful owner of such Works
where Advertiser has been granted explicit permission for the Works to be used or
created as part of this Service) and no part thereof shall be deemed assigned or
licensed to Affiliate or to AFFILIATEPLY.COM except as explicitly provided for herein.
All intellectual property rights, including trademarks, copyrights, patent rights
or applications, trade names and service marks related to the foregoing shall remain
the Advertiser’s sole property, including rights in and to any derivatives thereof.
AFFILIATEPLY.COM and Affiliates may not modify the trademarks, banners, Video or
other the content or any of the images provided by Advertiser in any way, unless
given explicit permission to do so.
Advertiser may immediately terminate an Affiliate
license to use the marks if Advertiser reasonably believes that such use dilutes,
tarnishes or blurs the value of their marks. AFFILIATEPLY.COM acknowledges the Advertiser’s
ownership and exclusive right to use the marks and agrees that all goodwill arising
as a result of the use of the marks shall inure to the benefit of the Advertiser.
Should the Advertiser wish to terminate an Affiliate license, due to any of the
conditions listed above, AFFILIATEPLY.COM will provide the contact information that
AFFILIATEPLY.COM has on file for that Affiliate. The Advertiser acknowledges that
AFFILIATEPLY.COM has no further obligation or requirement to assist in recovering
any damages from the Affiliate should they occur from unauthorized or non-licensed
use of the marks and AFFILIATEPLY.COM nor its parent, subsidiary or related companies,
shall be liable for any damages as a result of an Affiliate’s unauthorized, non-licensed
use or other damage that may arise.
If you are a copyright owner or an agent thereof and believe that any Video or other content used as part of the Service infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
AFFILIATEPLY.COM's designated contact to receive notifications of claimed infringement is: copyright@plymedia.com. For clarity, only DMCA notices should go to this address. Any other feedback, comments, requests for technical support, and other communications should be directed to AFFILIATEPLY.COM’s customer service through support@affiliateply.com. You acknowledge that if you fail to comply with all of the requirements of this Section 5(D), your DMCA notice may not be valid.
AFFILIATEPLY.COM makes no representations whatsoever about any other Web site which You may access through the Service. In addition, a link to a non- AFFILIATEPLY.COM Web site does not mean that AFFILIATEPLY.COM endorses or accepts any responsibility for the content or the use of such Web site.
Advertiser or AFFILIATEPLY.COM may assign this Agreement to any successor or affiliate upon notice to the other party, provided, in the case of AFFILIATEPLY.COM, the assignee continues to fulfill its obligations and provide the Service hereunder.
Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party.
This Agreement shall be governed by California, USA law (except for conflict of law provisions). The exclusive forum for any actions brought in connection with this Agreement shall be in the state and federal courts in and for the State of California, USA and all parties consent to such jurisdiction. The application of the United Nations Convention on the International Sale of Goods is expressly excluded.
This Agreement and any Addendums or separate agreements executed between You and AFFILIATEPLY.COM (which shall be deemed a part of this Agreement and which may be executed separately between the parties) represents the complete agreement concerning this license and may be amended only by a writing executed by both parties. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN AND NOT THOSE IN YOUR PURCHASE ORDER. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable.