The Agreement contains the complete terms and conditions that apply to your participation as a member of the "Panama Traffic Affiliate Publisher Program" (the "Program"). As used in this Agreement, "you" or "your" means the applicant/ participating affiliate, whether an individual or a business entity. We" or the "COMPANY" means the owner operator of the Program.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND COMPANY. BY CLICKING ON THE "ACCEPT" BOX OR PROMPT - OR BY PARTICIPATING IN THE PROGRAM - YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS SET FORTH HEREIN AND ARE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AFFILIATE PROGRAM AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS HEREOF. YOU CANNOT BECOME A MEMBER OF THE AFFILIATE PROGRAM UNLESS YOU HAVE ACCEPTED EACH AND EVERY TERM HEREOF.
1. Enrollment in this Program.
To begin the enrollment process, you will submit a completed Program Application through our website PanamaTraffic.com. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We will reject your application if we determine that you have provided inaccurate or incomplete signup information, determine that you are under 18 years of age (21 in some jurisdictions) or determine that your site is unsuitable for the Program for any reason, including, but not limited to, if your site incorporates images or content that is unlawful, defamatory, obscene, harassing or otherwise objectionable, such as sites that facilitate illegal activity or promote violence or promote or assist others in promoting copyright infringement (collectively, "Content Restrictions"). Notwithstanding, COMPANY does not undertake, nor is COMPANY obligated, to conduct reviews or assessments of the content of your site. Acceptance of your site into this Program is not intended to be, nor should it be construed as, certification or approval of the content appearing at or through your site.
2. Utilizing Links on Your Site.
As operator of an affiliate website or other online publication ("Affiliate Site"), you may use any form of promotion on your own web pages (i.e., your Affiliate Site) that you choose, consistent with the terms of this Agreement (note: "per unique" commission program affiliates may only use banners supplied by COMPANY). You may use banner advertisements, button links and/or text links on your web page(s) to our site (the "Links"), however, you cannot employ deceptive language or misleading URL's in the Links, and you CANNOT MARKET BY SENDING BULK E-MAILS!!! Any activity by you or on your behalf that we determine or reasonably suspect to be in violation of these Terms, including but not limited to, the result of a bulk e-mail program or computer virus or placement of links in an inappropriate area (such as on web page(s) aimed at or intended for persons under 18 years of age) or insertion of link code into web page(s) you do not lawfully control will result in your immediate termination from the Program and your forfeiting of monies otherwise due you hereunder. (For further guidelines on this topic, please see Section 6, below.) Allowable promotional links may contain COMPANY's trade names, service marks, and/or logos for display on your Affiliate Site. Subject to the terms and conditions hereof, you are granted a limited, non-exclusive, non-transferable license to access and download such Links and other designated promotional materials solely for placement on your Affiliate Site for the sole and exclusive purpose of promoting websites owned, operated or controlled by COMPANY. In utilizing the Links, you agree that you will cooperate fully with us in order to establish and maintain such Link or Links. A Link may only be visually modified with our consent. Company shall cooperate with appropriate authorities in the event your violation of this provision also constitutes a violation of law.
3. Commissions and Commission Payment
We have various types of commission programs: (i) the Pay Per Lead Program, (ii) the Pay Per Sale Program, and (iii) the Revshare Program.
Once you have hit the minimum payout amount for your chosen method of payment, COMPANY will send payment on the next scheduled payout date. If you dispute the manner or amount of calculation of your commission with regard to any given payment period, you must inform COMPANY within sixty (60) days of said payment, otherwise you are deemed to have waived your right to challenge said payment calculation.
4. POLICY REGARDING BULK E-MAILINGS
We do NOT allow Affiliates to market the websites promoted through the Program through the transmission of emails that are noncompliant with the federal CAN-SPAM Act . Do not do this! If you violate this prohibition against SPAM, you forfeit any commissions that otherwise would be owing to you, and we reserve the right to terminate you from the Program and to pursue or cooperate in legal action against you, both civil and criminal.
This SPAM prohibition applies not only to unsolicited bulk email (UBE). You are prohibited from: instant messaging spam, Usenet newsgroup spam, posting of comments with your affiliate URL embedded on sites you do not own, Web search engine spam, spam in blogs, wiki spam, Online classified ads spam, mobile phone messaging spam, Internet forum spam, junk fax transmissions, and file sharing network spam, and social networking sites.
5. Non-Exclusive Limited License and Use of Affiliate Logos and Trademarks.
You grant us a non-exclusive, limited, royalty-free license to utilize your Affiliate Site names, titles and logos, trademarks (collectively the "Affiliate Trademarks), to advertise, market, promote and publicize in any manner our rights hereunder. Notwithstanding anything herein to the contrary, we shall not be required to so advertise, market, promote or publicize. You hereby represent and warrant that you are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to us the license to use same in the manner contemplated herein, and such grant does not or will not (i) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon you, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity. This license shall terminate upon the effective date of the expiration or termination of this Agreement.
6. Responsibility for Your Site.
You remain solely responsible for the development, operation and maintenance of your site and for all materials that appear on your site. You are not COMPANY's agent, and we shall have no responsibility for the development, operation and maintenance of your site or for any materials that appear on your site. You shall also be responsible for ensuring that materials posted on your site do not violate or infringe upon any laws, including but not limited to 18 U.S.C. Section 2257, or the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), and ensuring that materials posted on your site are not libelous or otherwise illegal. You must have express permission or other legal basis to use another party's copyrighted or other proprietary material. We will not be responsible if you use another party's copyrighted or other proprietary material in violation of the law. We will immediately terminate your participation in the Program, and you will forfeit any monies owed to you hereunder, if we believe you have engaged in any of the foregoing or any of the following:
Transmission of bulk e-mail (see Sections 2 and 4, above), IRC postings, forged header mailings or any other form of mailing, including but not limited to, newsgroups or AOL customers or otherwise violate this no e-mailings policy;
Provide inaccurate or incomplete information to COMPANY concerning your identity, bank account, address or other required information; Attempt to cheat, defraud or mislead us, or engage in acts that can or do result in harm to Company's reputation or business, in any way;
Misrepresent to the public the terms and conditions or content of our site or your site; Use of any malicious computer code, MP3 or Warez; or any other unlawful conduct including but not limited to distribution of passwords or computer malware;
Operate from an OFAC listed country - Company will not accept Affiliates in OFAC countries.
7. Term of the Agreements.
The term of this Agreement will begin upon our acceptance of your Affiliate Program 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 notice of termination. Notice by e-mail, to your e-mail address in our records, is considered sufficient notice to you of COMPANY's termination of this Agreement. If this Agreement is terminated because you have violated the terms of this Agreement you are not eligible to receive any commission payments, even for commissions earned prior to the date of termination. If this Agreement is terminated for any other reason, you are only eligible to earn a commission on sales occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion. Notice of any change by e-mail, to your address on our records, or the posting on our site of a change notice of a new agreement, is considered sufficient notice for notifying you of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliate Program rules. All such modifications shall take effect 48 hours after we serve notice as provided above, unless we indicate otherwise. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Program, following our posting of a change notice or new agreement on our site, will constitute binding acceptance of the change.
9. Relationship of Parties.
You and COMPANY are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the 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. You are not an agent of the COMPANY and COMPANY expressly disclaims responsibility for any conduct by you in violation of our terms of agreement or otherwise.
10. Limitation of Liability.
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 or the Affiliate Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Affiliate Program will not exceed the total commissions paid or payable to you under this Agreement.
We make no express or implied warranties or representations with respect to the Affiliate Program or any COMPANY services or other items sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a 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.
12. Representations and Warranties.
You hereby represent and warrant to us that this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; and that the acceptance, delivery and performance by you of this Agreement are within your legal capacity and power; have been duly authorized by all requisite action on your part; require the approval or consent of no other persons; and neither violate nor constitute a default under the (i) provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or (ii) the terms of any other agreement, document or instrument applicable to you or binding upon you. Should any law enforcement agency or internet service provider provide COMPANY with notice that you have engaged in transmission of unsolicited bulk e-mails or have otherwise engaged in unlawful conduct or conduct in violation of said service provider's terms of service, we reserve the right to cooperate in any investigation relating to your activities including disclosure of your account information in connection therewith.
We may disclose to you certain information as a result of your participation as part of the Program, which information we consider to be confidential (herein referred to as "Confidential Information"). For purpose of this Agreement, the term "Confidential Information" shall include, but not be limited to, any modifications to the terms and provisions of this Affiliate Program Agreement made specifically for your site and not generally available to other members of the Affiliate Program, website, business and financial information relating to COMPANY, customer and vendor lists relating to COMPANY and any members of the Affiliate Program, other than you. Confidential Information shall also include any information that we designate as confidential during the term of this Agreement. You agree not to disclose any Confidential Information and that such Confidential Information shall also include any information that we designate as confidential during the term of this Agreement. You agree not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your 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 or if same is required by law or legal process. Should you received a court notice, complaint or subpoena requesting or seeking to compel disclosure of Confidential Information, you shall immediately inform COMPANY and COMPANY shall have the right, and be given the opportunity, to obtain a protective order to prevent disclosure of such Confidential Information. We make no warranty, expressed or implied, with respect to any information delivered hereunder, including implied warranties of merchantability, fitness for a particular purpose or freedom from patent, trademark or copyright infringements, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information and we shall not have any liability to you or to any other person resulting from your or such third person's use of the information.
You hereby agree to indemnify, defend and hold harmless COMPANY, its shareholders, members, officers, managers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expense (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim or threatened claim that our use of your Affiliate Trademarks infringes on the rights of any third party; (ii) the breach of any promise, covenant, representation or warranty made by you herein; or (iii) or any third party claim related to your site.
Terminated accounts cannot later apply to the Program without our express written consent. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND COMPANY. BY CLICKING ON THE "ACCEPT" BOX PERTAINING TO THIS AFFILIATE PROGRAM AGREEMENT - OR BY PARTICIPATING IN THE PROGRAM - YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS SET FORTH HEREIN AND ARE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AFFILIATE PROGRAM AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS THEREOF.