This Agreement, made and entered by and between
DownloadsForChange.com, which are referred to herein individually or together
as "DownloadsForChange.com", or "we", or "us",
and you, the affiliate ("you" or "affiliate"), contains the
complete terms and conditions that apply to your participation in the DownloadsForChange.com
Affiliate Family (the "Affiliate Program" or "Program").
DEFINITIONS:
For the purpose of this Agreement, the following definitions
apply:
Affiliate: an individual or company that chooses to use
approved marketing strategies and materials to share information about us (by
e-mailing to a list with the coded link we provide, putting that coded link on
your web-site, writing blog posts on your blog or commenting on a topic-related
blog belonging to a 3rd party, re-posting articles or blog posts
written by us, paid search marketing, etc.) in exchange for a percentage of the
gross revenue generated by those marketing efforts
The term of this Agreement will begin upon our acceptance of your
affiliate application and will end when terminated by either party. Either you
or we may terminate this Agreement at any time, with or without cause, by
giving the other party written notice of termination. Delivery of notice of
termination via e-mail is considered written and an immediate form of
notification. We may terminate you from the Program in our sole discretion. You
are only eligible to earn commission on sales occurring during the active term
of this agreement.
You must use a valid email through which you can be reached to
participate in the DownloadsForChange.com Affiliate Program. If you do not,
your account will be deactivated.
a. Commission based. With the exception of our Specialist Phone
Session products (see next paragraph for more details), for all sales which DownloadsForChange.com
makes as a result of a direct referral by an affiliate, that affiliate will
receive a commission of 40% of the sale price. A commission fee will only be
paid to an affiliate after the customer has made payment in full to DownloadsForChange.com
for the sale. Any sale returns or credits will function in the same manner, and
result in a deduction to the commission due to the affiliate. Volume incentive
payments may be paid at our discretion.
b. Specialist Phone Session products. There is no commission paid on the Specialist
Phone Session products offered by DownloadsForChange.com, as a result of the
fact that the price for those products is chosen by the specialist, and only a
small percentage of that income is paid to DownloadsForChange.com for
generating that income to our specialist team member.
Upon termination of this Agreement, you will immediately cease use
of, and remove from your site, all links to our site, and all DownloadsForChange.com
trademarks, trade language, artwork, and logos, and all other marketing
materials provided by or on behalf of us to you pursuant hereto or in
connection with the Program.
We may modify any of the terms and conditions contained in this
Agreement, at any time and in our sole discretion, by posting a change notice
or a new agreement on our website. Modifications may include, for example,
changes in the scope of available commission structure, fee schedules, payment
procedures and Program rules. If any modification is unacceptable to you, your
only recourse is to terminate this agreement. Your continued participation in
the program following our posting of a change notice or new agreement on our
site will constitute binding acceptance of the change.
To begin the enrollment process, you will submit a complete
application from our site. We will evaluate your application in good faith and
will notify you of your acceptance or rejection. We may reject your application
if we determine (at our sole discretion) that your site is unsuitable for the
Program. 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 (at our sole discretion) to be unsuitable for the
program, we may terminate this agreement.
Your site should:
a) Generate sufficient traffic to our websites;
b) Attract a customer base who may be interested in DownloadsForChange.com
products;
c) Not promote inappropriate or illegal pornographic or sexual materials/
d) Not promote violence such as: fire arms, terrorists organizations and/or
related sites;
e) Not promote discrimination based on race, sex, religion, nationality,
disability, sexual orientation, or age;
f) Not promote illegal activities such as: drugs, contraband, and/or related
sites;
g) Not promote political organizations, gambling/casino, and/or related sites;
h) Not violate the intellectual property rights of DownloadsForChange.com.
Except as otherwise provided in this Agreement or with the consent
of the other party hereto, each of the parties hereto agrees that all
information, including, without limitation, the terms of this Agreement,
business and financial information, customer and vendor lists, and pricing and
sales information, concerning us or you, respectively, or any of our affiliates
provided by or on behalf of any of them shall remain strictly confidential and
secret and shall not be utilized, directly or indirectly, by such party 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 through
a source or sources other than such party hereto or its affiliates.
If you commit fraud or falsify information in connection with the
sale of DownloadsForChange.com products through the links on your site, this
Agreement will be terminated immediately. In addition, you will be liable to DownloadsForChange.com
for any and all damages that DownloadsForChange.com suffers as a result of such
actions. You will also be responsible for returning to DownloadsForChange.com
all commissions received for fraudulent/falsified members, and we will not
hesitate to pursue all legal causes of action against you to the fullest extent
possible under the law.
We will not be liable for indirect, special or consequential
damages, or any loss of revenue, profits or data, arising in connection with
this Agreement, even if we have been advised of the possibility of such
damages. Further, the aggregate liability of DownloadsForChange.com for any
claim whatsoever relating to this Agreement shall not exceed the highest amount
of commission for one calendar month previously paid to you under this
Agreement.
You and we are independent contractors, and nothing in this
Agreement will create any partnership, joint venture, agency, franchise, sales
representative, or employment relationship between parties. You will have no
authority to make or accept any offers or representations on our behalf. You will
not make any statement, whether on your site or otherwise, that reasonably
would contradict anything in this Section. DownloadsForChange.com may cite your
name or URL in connection with your participation in the program in materials
including but not limited to postings on our site, newsletters, advertisements,
and other communications.
a) Commissions will be paid by means of a company check or Paypal;
b) Commissions will be paid in U.S. dollars only;
c) Commission checks will be made payable to the order of the person and/or
company name designated on the affiliate’s application at the time of sign-up.
Absolutely no exceptions will be made to this rule.
d) Commissions are accrued on a 30/31 day calendar month. Failure to provide DownloadsForChange.com
with a correct address, or if checks mailed to you are returned to DownloadsForChange.com,
will result in forfeiture of any amounts otherwise due to you hereunder. You
can update your payment information easily by sending updated information to
affiliates@DownloadsForChange.com. Any attempt by an affiliate to manipulate,
falsify or inflate Referrals, to defraud DownloadsForChange.com or to violate
the terms of this Agreement constitutes immediate grounds for DownloadsForChange.com
to terminate this Agreement and will result in forfeiture of any amounts
otherwise due to you hereunder.
e) Commissions are calculated based on the achieved number of sales for that
month. All sales are verified.
f) Commissions are paid on a monthly basis when the affiliate's account has reached
a minimum threshold of $25.00. Accounts
with a balance of less than $25.00 will roll over to the next month.
g) Commission payments to the affiliate will be mailed by the 15th day of the
month following the business month in which the commissioned sales occurred. Should the 15th day fall on a weekend, checks
and payments will be processed on the next business day.
h) No commission will be paid if, for any reason, an affiliate's referred
visitor returns or cancels an order. If the affiliate has already received
commission for a returned or canceled order, the earned commission will be
reversed from the affiliate's account. If an exchange is made from an order and
results in a lesser sale amount, the earned commission will be reversed from
the affiliate's account. The new commission amount will then be reflected. If
an exchange is made from an order and results in a greater sale amount, the
additional earned commission will be added to the affiliate’s account.
DownloadsForChange.com will be solely responsible for tracking
sales made to customers who follow an affiliate's links. Upon arrival at
DownloadsForChange.com, the affiliate’s link will be associated to the referred
customer’s activity for 365 days on a rolling basis. For example, if a client revisits
DownloadsForChange.com on the 37th day after he or she was first
referred by the affiliate link you provided, and providing that no other
affiliate’s link has been used in the interim, that referred customer’s
tracking will reset and be valid for an additional 365 days from that time
forward. An affiliate will be solely
responsible for ensuring that its links are formatted properly and maintained
in a manner which allows DownloadsForChange.com to track such sales. No
commission shall be paid if the application cannot be tracked by DownloadsForChange.com
or if the customer accesses the DownloadsForChange.com site other than through
the affiliate's links.
DownloadsForChange.com will process orders placed by customers who
follow links from your site to the DownloadsForChange.com site. DownloadsForChange.com
shall be responsible for product payments, returns and related customer service
issues. DownloadsForChange.com reserves the right, in its sole discretion, to
reject an order.
You will be solely responsible for the development, operation, and
maintenance of your site and for all materials that appear on your site.
You are solely responsible for:
a) The technical operation of your site and all related equipment;
b) The accuracy and appropriateness of materials posted on your site
(including, among other things, all DownloadsForChange.com product-related
materials);
c) Ensuring that materials posted on your site do not violate or infringe upon
the rights of any third party (including, copyrights, trademarks, privacy, or
other personal or proprietary rights);
d) Ensuring that materials posted on your site are not libelous or otherwise
illegal.
We disclaim all liability for these matters listed in paragraph 13
above. Further, you will indemnify and hold us harmless from all claims,
damages, and expenses (including, without limitation, attorneys fees and court
costs) relating to the development and/or operation and/or maintenance and/or
contents of your site, as well as relating to any activities you undertake as
an affiliate for us or otherwise.
We grant you a non-exclusive, non-transferable, revocable right to
access our site through the links solely in accordance with the terms of this
Agreement, for the sole purpose of linking your site to our site, solely for
the purposes of identifying your site as a participant in the Program, creating
commissionable sales for you, and assisting in increasing traffic to DownloadsForChange.com.
You may not alter, modify, or change the links in any way. You are only
entitled to use the links to the extent that you are a member in good standing
of the DownloadsForChange Affiliate Family. We may revoke your license any time
by giving you written notice.
You shall not create, publish, distribute, or permit any written
material that makes reference to us without first submitting such material to DownloadsForChange.com
and receiving our consent.
Spamming is strictly prohibited. Federal law, the "CAN-SPAM
ACT of 2003" 15 U.S.C. §§ 7701-13, 18 U.S.C. § 1037 (the
"ACT"), affects how you send email messages under our Affiliate
Program. Any affiliate that sends commercial e-mails advertising our products
and services must comply with the ACT's requirements.
ALL email ads produced by affiliates to promote DownloadsForChange.com
products MUST adhere to these laws and MUST be sent to Affiliate Manager for
approval at: affiliates@DownloadsForChange.com.
Some of these requirements are as follows:
a) UNSOLICITED
COMMERCIAL E-MAILS. Any unsolicited commercial e-mail advertising our products
and services must include: (1) a conspicuous identification of the message as
an advertisement or solicitation; (2) notice that the e-mail recipient may
choose not to receive additional e-mails regarding our products and services;
the opt-out mechanism must be available for at least 30 days after the
transmission of the original e-mail and you or any party working on your behalf
must honor any such opt-out requests within 10 days of the request. You may not
sell or otherwise transfer to anyone else the e-mail addresses of those persons
choosing not to receive additional e-mails.
b) ALL
COMMERCIAL E-MAILS. You are prohibited from sending any solicited or
unsolicited commercial e-mails advertising DownloadsForChange.com products and
services that contain: (1) Materially false or misleading header information;
(2) header information that fails to accurately identify the computer used to
originate the message in an attempt to disguise the origin of the e-mail; (3)
header information that is technically inaccurate, but includes an originating
e-mail address, domain name or IP address obtained through false or fraudulent
means; (4) false or misleading subject headings.
c) PROHIBITED
COMMERCIAL ACTIVITIES. You are prohibited from engaging in the following
predatory and abusive commercial activities: (1) sending commercial e-mail
messages using e-mail addresses obtained through an automated means from an
internet website or proprietary online service operated by another person who
had agreed not to give, sell or otherwise transfer the recipients' information
to another party; (2) sending commercial e-mail addresses obtained through an
automated means that generates possible electronic mail addresses by combining
names, letters, or numbers into numerous permutations; 3) using a computer
without authorization to send e-mail messages that violate the anti-spam law;
(4) using a computer to relay or retransmit e-mail messages, with the intent to
deceive or mislead recipients, or any internet access service, as to the origin
of such messages; (5) using a script or other automated means to register for
e-mail accounts or online user accounts from which commercial e-mail
advertisements that violate the ACT will be forwarded. The information on the
ACT provided herein is solely a brief synopsis of some of the major
requirements of the ACT and is not legal advice. You and your attorney are
responsible for reading and interpreting the ACT and all applicable anti-spam
laws and regulations. You shall comply with any and all regulations, statutes
and applicable laws related to e-mail and/or electronic communications
including, but not limited to, the ACT. The practice of spamming and/or
infringement of the Can-Spam Act of 2003 is a violation of our Policies and
Procedures and of the terms of this Agreement and we will take action in our
sole discretion against affiliates/partners engaging in spamming or
non-compliant mailings. These actions may include one or more of the following:
In the event DownloadsForChange.com receives one (1) or more spamming
complaint(s), the affiliate's account will be immediately suspended while we
investigate the complaint(s), and commissions will not be tracked during that
time. All funds due will be withheld pending our investigation into your
account. In the event DownloadsForChange.com determines, in its sole
discretion, that spamming did occur, you will be subject to removal from the DownloadsForChange.com
Affiliate Program, termination of your affiliate account and forfeiture of any
pending commissions or CPA payout compensation. You also agree to indemnify,
defend and hold DownloadsForChange.com harmless, as well as its agents and
affiliated companies or business entities, from any cost, expense, lawsuit,
claim, or liability of any nature whatsoever arising out of any breach of your
obligations contained herein.
(a) No
affiliate will replace, intercept, interfere, hinder, disrupt or otherwise
alter in any manner the Web users' access, view or usage of, or other aspect of
the Web users' experience at, any affiliates webpage (as defined below) in a
manner that causes or otherwise results in a different experience from that was
otherwise intended by such affiliate;
(b)No Affiliate will block, alter, direct or redirect, or substitute, insert or
append itself to, or otherwise intercept or interfere in any manner with, any
click-through or other traffic-based transaction that originated from an
affiliate webpage (including without limitation any return visit to DownloadsForChange.com
to which such click-through or other traffic reached or intended to reach) with
the result of reducing compensation or other payment earned by or owing to an
affiliate or increasing any payment obligation of DownloadsForChange.com with
respect to any individual transaction.
Affiliates may not bid on any of our trademarked names:
"Downloads for Change", "DownloadsForChange", "DownloadsForChange.com,"
"Downlaods for Change", “DownlaodsForChange”, or
“DownlaodsForChange.com”. Affiliates
also may not bid on our product names or hypnotists’ names as keywords. For
example, affiliates may not bid on the terms "Freedom to Fly" or
"
You agree not to auto-set a cookie on the user's browser in any
way. Auto-setting cookies or causing forced clicks by way of pop-ups or pop-unders
that open the merchant's site without a click, framing techniques, redirects,
or any other means is not allowed. We reserve the right to expire publishers
that are using any type of auto-cookie setting. If you are unclear as to what
constitutes auto cookie setting, please contact affiliates@DownloadsForChange.com
for clarification.
We make no express or implied warranties or representations with
respect to the DownloadsForChange.com website or the DownloadsForChange.com
Affiliate Program (including, without limitation, warranties of fitness,
merchantability, no infringement, or any implied warranties arising out of
course of performance, dealing, or trade usage). In addition, we make no
representation that the operation of our site will be uninterrupted or
error-free, and we will not be liable for the consequences of any interruptions
or errors.
The laws of the State of
You acknowledge that you have read this agreement and agree to all
its terms and conditions. You understand that we may at any time (directly or
indirectly) solicit customer referrals on terms that may differ from those
contained in this agreement or operate web sites that are similar to or compete
with your web site. You have independently evaluated the desirability of participating
in the program and are not relying on any representation, guarantee or
statement other than as set forth in this agreement.
By accepting this contract, you confirm that you are an adult of
at least 18 years of age (or varying age of consent / competence per your local
laws where applicable).