This is a legal operating agreement (hereinafter “Agreement”) between you (hereinafter “you” or “Publisher”) and Affmine LLC (hereinafter "we" or "Affmine"), referred to individually as “Party” or collectively as “Parties”. This document contains important information about your rights and obligations.
Affmine operates and manages an affiliate network (hereinafter “Network”) where an advertising company (hereinafter “Advertiser”) and a Publisher may participate in.
You should read carefully the following terms and conditions contained in Agreement as they govern your access to and use of this website, and other services provided by affmine.com (collectively, the "Website"). Affmine is willing to license the use of the website to you only on the condition that you accept and agree to all of the terms and conditions contained in this Agreement. The terms and conditions contained in this Agreement apply to your participation in the Network. If you do not wish to be bound by this Agreement, you should not participate in the Network. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to this Agreement.
By using our Network and promoting Advertiser’s campaigns (hereinafter “Campaign”) and/or other creative materials (hereinafter “Campaign Media”), you agree to their restrictions and terms of promotion. Each Campaign, links to a specific website for that particular Campaign (hereinafter “Campaign Website”) as established by Advertiser.
The Publisher has to submit a Publisher application from our Website. Publisher must accurately complete the application to become a Publisher and provide us with future updates. It is forbidden to use any aliases or other means to mask Publisher’s true identity or contact information. After we review Publisher’s application, we will notify the Publisher of its acceptance or rejection to the Publisher platform, generally within two (2) business days. We may accept or reject Publisher’s application at our sole discretion for any reason.
Subject to our acceptance of you as a partner and your continued compliance with the terms and conditions of this Agreement, Affmine Network agrees as follows:
Publisher agrees to:
Except as otherwise provided in this Agreement or with the consent of Affmine, you agree 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 any of our partners provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for any purpose other than your participation in the Network, except and solely to the extent that any such information is generally known or available to the public through a source other than you. Publisher shall not use any information obtained from the Network to develop, enhance or operate a service that competes with the Network, or assist another party to do the same.
We grant you a nonexclusive, nontransferable, revocable right to use and to access our Website solely in accordance with the terms of this Agreement, for the sole purpose of identifying your Media as a participant in the Network and assisting in increasing sales through the Campaign Website.
Publisher may not alter, modify, manipulate or create derivative works of the Campaign Media or any Network graphics, creative, copy or other materials owned by, or licensed to, Affmine in any way.
The licenses may be revoked at any time by giving the Publisher a notice. Except as expressly stated herein, nothing in this Agreement is intended to grant Publisher any rights to any of Affmine’s trademarks, service marks, copyrights, patents or trade secrets. All rights not expressly granted in this Agreement are reserved by Affmine.
This Agreement shall commence on the date of Publisher’s application and shall continue thereafter until terminated as provided herein. Publisher may terminate its participation in the Network at any time by removing all Links from its Media and stop sending traffic to Links. We may terminate the Publisher participation in one or more Campaigns and/or this Agreement at any time and for any reason which Affmine deems to be appropriate with or without prior notice to Publisher by disabling the Links or providing you with a notice, Publisher will immediately cease all use of and delete all Links, plus all Affmine and/or Advertiser intellectual property, and will cease representing itself as a Network Publisher or Advertiser partner for such one or more Campaigns.
In addition to any other rights and remedies available to Affmine under this Agreement, Affmine reserves the right to delete any actions submitted through the Publisher’s Links and withhold and freeze any unpaid Commissions or charge back paid Commissions if (i) Affmine determines that Publisher has violated this Agreement, (ii) Affmine or an Advertiser receives any complaints about Publisher participation in the Network which Affmine reasonably believes to violate this Agreement or (iii) any Commission is later determined to have not met the requirements set forth in this Agreement. Such withholding or freezing of Commissions, or charge backs for paid Commissions, shall be without regard as to whether or not such Commissions were earned as a result of such breach. In the event of a material breach of this Agreement, Affmine reserves the right to disclose Publisher identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by Publisher’s actions.
Publisher must strictly comply with the country-specific applicable CAN-SPAM Act (hereinafter "Act"). It is solely Publisher’s obligation to ensure that the email complies with the applicable Act.
Publisher is expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other partners or falsify information in connection with referrals through the Links or the generation of Commissions or exceed your permitted access to the Network. Such acts include, but are in no way limited to, using automated means to increase the number of clicks through the Links or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud. Affmine Network shall make all determinations about fraudulent activity in its sole discretion.
Publisher hereby represents and warrants that this Agreement constitutes its legal, valid, and binding obligation, enforceable against Publisher in accordance with its terms and that Publisher has the authority to enter into this Agreement. Subject to the other terms and conditions of this Agreement, Affmine represents and warrants that it shall not knowingly violate any law, rule or regulation which is applicable to Affmine's own business operations or Affmine Network's proprietary products or services.
Affmine may modify any of the terms and conditions of this Agreement at any time by providing Publisher with an email notice. If the Publisher does not confirm the modifications, they will become effective ten (10) business days after such notice. If the modifications are unacceptable to Publisher, Publisher may terminate this Agreement without penalty solely on the account of such termination within such ten (10) business day period. Publisher continued participation in this Partner Program ten (10) business days after a change notice has been posted will constitute Publisher’s acceptance of such change. In addition, Affmine may change, suspend or discontinue any aspect of a Campaign or Link or remove, alter, or modify any tags, text, graphic or banner ad in connection with a Link. Publisher agrees to promptly implement any request from Affmine to remove, alter or modify any Link, graphic or banner ad that is being used by Publisher as part of the Network.
Publisher acknowledges that Publisher has read this Agreement and agree to all its terms and conditions. Publisher has independently evaluated the desirability of participating in Affmine Network and are not relying on any representation, guarantee or statement other than as set forth in this Agreement.
Publisher hereby agrees to indemnify, defend and hold harmless Affmine and Advertisers and their respective subsidiaries, affiliates, partners, partners and licensors, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on (i) any failure or breach of this Agreement, including any representation, warranty, covenant, restriction or obligation made by Publisher herein, (ii) any misuse by Publisher, or by a party under the reasonable control of Publisher or by a party obtaining access of the Links, Campaigns, Affmine or Advertiser intellectual property, or (iii) any claim related to Publisher Media, including but not limited to, the content contained on such Publisher Media.
Besides any penalty stated in this Agreement, Publisher hereby accepts to pay to Affmine a penalty of USD 1.000,00 for each offence against this Agreement.
If a third party seeks to enforce a claim against Affmine and/or the Advertiser due to any Publisher Media and/or any offence against the provision III, the Publisher shall indemnify Affmine and/or the Advertiser against any and all claims that might arise and also assume responsibility for paying appropriate costs for legal defense. If an Advertiser seeks to enforce a claim against Affmine due to any Publisher Media and/or any offence against the provision III by the Publisher, the Publisher shall indemnify Affmine against any and all claims that might arise and also assume responsibility for paying appropriate costs for legal defense.
The Network and Links, and the products and services provided in connection therewith, are provided to Publisher "as is". Except as expressly set forth herein, Affmine expressly disclaims all warranties, express, implied or statutory, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and noninfringement, and any warranties arising out of course of dealing, usage, or trade.
Affmine does not warrant that the Network or Links will meet Publisher's specific requirements or that the operation of the Network or Links will be completely error-free or uninterrupted. Affmine expressly disclaims any liability for any act or omission of an Advertiser or their products or services. Affmine does not guarantee that Publisher will earn any specific amount of commissions.
In no event shall Affmine be liable for any unavailability or inoperability of Website, Network, Links, Campaigns, Campaigns Media, technical malfunction, computer error, corruption or loss of information, or other injury, damage or disruption of any kind beyond the reasonable control of Affmine.
In no event will Affmine be liable for any indirect, incidental, consequential, personal injury / wrongful death, special or exemplary damages, including but not limited to, loss of profits or loss of business opportunity, even if such damages are foreseeable and whether or not Affmine has been advised of the possibility thereof. Affmine's cumulative liability to Publisher, from all causes of action and all theories of liability, will be limited to and will not exceed the amounts paid to Publisher by Affmine in Commissions during the three (3) months immediately prior to such claim.
This Agreement has been made in and will be construed and enforced solely in accordance with the laws of the State of Delaware, U.S.A. The state or local courts in the State of Delaware will have exclusive jurisdiction and venue over all controversies in connection with this Agreement, and Publisher hereby consent to such exclusive and personal jurisdiction and venue.
Publisher may not assign all or any part of this Agreement without Affmine's prior written consent. Affmine may assign this Agreement at any time with notice to Publisher. This Agreement will be binding on and enforceable to the benefit of the legal representatives, successors and valid assigns of the Parties hereto. Publisher shall be responsible for the payment of all attorney’s fees and expenses incurred by Affmine to enforce the terms of this Agreement. This Agreement contains the entire agreement between Affmine and Publisher with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral.
Publisher agrees that Affmine shall not be subject to or bound by any Publisher insertion order or online terms and conditions that amend, conflict with or supplement this Agreement, regardless of whether Affmine "clicks through" or otherwise indicates its acceptance thereof. If any provision of this Agreement is held to be void, invalid or inoperative, the remaining provisions of this Agreement shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the Parties.
Each Party to this Agreement is an independent contractor in relation to the other Party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties.