This Agreement contains the complete terms and conditions that apply to your participation as an affiliate in the Affiliate Network of BitWine, and the establishment of links from your affiliate Website to our Website. As used in this Agreement, “Site” “we”, “us”, “our” or “BitWine.com”, “tech.BitWine.com”, “Travel.BitWine.com”, “TravelAdvisorsNetwork.com”, “TechAdvisorsNetwork.com”, and any *.BitWine.com means BitWine Inc. or its associated websites, “you” or “your” means the applicant, and “Product” means any and all items or services offered for your use by us on the BitWine Website.
To begin the enrollment process, you will submit a complete Affiliate Network Application via our Website. 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 (in our sole discretion) that your site is unsuitable for the Affiliate Program for any reason, including, but not limited to, if your site incorporates images or content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable, such as sites that facilitate illegal activity, depict sexually explicit images; promote violence; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promote illegal activities or incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights (collectively “Content Restrictions”).
As an affiliate site (“Affiliate Site”), we will make available to you banner advertisements for our site and/or button links to our site and/or text links to our site, and/or a Widget code accessing or containing a logo and words identifying the Product (these links sometimes being referred to herein collectively as “Links”, or individually as a “Link”), which, subject to the terms and conditions hereof, you may display on your site.
In utilizing the Links, you agree that you will cooperate fully with us in order to establish and maintain such Links or Links. All Affiliate Sites shall display such graphic images prominently throughout your site as you see fit and with our consent. You shall not alter, modify or expand the links in any way; however, a Link may be modified and/or expanded with our written consent. Each Link connecting users of your site to our site will in no way alter the look, feel or functionality of our site. We have the right in our sole discretion to monitor your site at any time and from time to time to determine if you are in compliance with the terms of this Agreement.
We will be responsible for providing all information necessary to allow you to make appropriate Links from your site to our site. However, all Links must be approved by us. We will process activities placed by customers who follow the Links from your site to our site. We reserve the right to reject clicks that do not comply with certain requirements, which we periodically may establish. We will be solely responsible for all aspects of registration process, including cancellations, and related customer service. We will track the volume and amount of clicks (to the extent technically possible) generated by your site and will make un-audited reports, summarizing this activity, available to you through our site. The form, content, and frequency of the reports may vary from time to time in our discretion. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Links between your site and our site are properly formatted.
We will pay you a commission (the “Commission Rate”) equal to the percentage of net transactions from calls (“Net Sales”) as calculated pursuant to the schedule below, and derived by the purchase of Product by users of your site who purchase such Product by accessing our site through the link from your site to our site. For the purposes of this Agreement “Net Sales” shall mean commissions revenue actually collected by us less payment system and other commissions and payments, sales taxes, duties, shipping, handling, credit card fees, discounts, rebates, refunds and similar charges. The Commission Rate is subject to change at any time or from time to time, in our sole and absolute discretion. You will be notified of any change in the Commission Rate. Net Sales will also be reduced for amounts due to credit card fraud, bad debts, cancellations and credits for refunds. A commission will only be paid if a purchaser of BitWine services is tracked by the system from the time of the Link to the time of the sale. No commission will be paid if the visitor to our site cannot be tracked by our system.
At the end of each calendar month we will calculate the total Commission Rate to which you are entitled. We will pay you this amount approximately two (2) months after the date of calculation of the Commission Rate, provided that the total Commission Rate due is at least US$ 50. In the event that the total Commission Rate due to you for a specific calendar month is less than US$ 50, this amount will be added to the calculation of the Commission Rate for the following month, or the month after that, until the US$ 50 minimum is reached. In the event that we pay you Commission Rate with respect to a payment which was charged back by an Advisor, we reserve the right to either (i) debit your account on the next payment; or (ii) request that you refund us the specific portion of the Commission Rate paid. We may, in our discretion designate a payment service (such as PayPal or another third party) to facilitate the payment of Commission Rates. This collections service may charge a fee for processing these payments, all in accordance with the terms and conditions stipulated by the collection service (“Processing Fees”). Where the payment service collects Processing Fees, these Processing Fees will be deducted from the Commission Rate. We will make reasonable efforts to transfer any payments electronically. However, in the event that electronic payment is not possible for any reason whatsoever, we will send a check by mail, and a US$ 15 fee will be deducted from the payment.
We reserve the right to modify our fee and payment structure at any time in our discretion.
You will be given a password and have the ability to enter a password protected site to receive your sales statistics.
Customers who buy Product through the Affiliate Program will be deemed to be customers of the corresponding BitWine Advisor who provided the service. Accordingly, all our site rules, policies, and operating procedures concerning customer orders, customer service, and sales will apply to those customers and advisors, and the terms of such rules, policies and procedures may be accessed at terms of service and are incorporated into this Agreement. We may change our policies and operating procedures at any time. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability quality or price of any particular Product or service provided by an Advisor.
We grant you a non-exclusive, non-transferable, revocable right to
You shall not make any specific use of any Site Marks for purposes other than selling Product for Site, without first submitting a sample of such use to us and obtaining our prior written consent. You agree not to use the Site Marks in any manner that is disparaging or that otherwise portrays Site in a negative light. We reserve all of our rights in the Site Marks, and all other intellectual property rights. We may revoke the rights granted to you pursuant to this section at any time by giving you written notice. You shall obtain no rights in and to the Site Marks.
The rights granted to you pursuant to this section shall terminate upon the effective date of the expiration or termination of this Agreement.
You grant us a non-exclusive license to utilize your names, titles, logos, and trademarks (collectively the “Affiliate Marks”), and 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.
Additionally, we reserve the right to secure the highest position in pay-per-click and pay-per-position search engines and advertising sites by submitting a bid for URLs, or other search terms considered as trademarks, sales marks, service marks, registered trademarks, or registered URLs (or any variations or abbreviations of same) of Site and BitWine Inc.
You shall not create, publish, distribute or permit any written material that makes reference to us, without first submitting such material to us and receiving our written consent. You agree that we may use your name and logo in presentations, marketing materials, customer lists, financial reports, Website listings of customers, Search Results Pages, and Referral Pages.
You will be solely responsible for the development, operation and maintenance of your site and for all materials that appear on your site. We shall have no responsibility for the development, operation and maintenance of your site and for all materials that appear on your site. You hereby represent and warrant to us that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), and that materials posted on your site are not libelous or otherwise illegal. You must have express permission 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.
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 address on our records, is considered sufficient notice for to terminate this Agreement. Upon such notice, you agree to promptly destroy or return all artwork pertaining to our Site in your possession or control and you shall immediately remove from your site any or all marks, links to the our site, and all references to our Site. If this Agreement is terminated because you have violated the terms of this Agreement or if this Agreement is terminated because your site becomes subject to the Content Restrictions set forth in Section 1, 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 transactions 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 or 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.
You and our Site 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.
We will not be liable for indirect, incidental, special, or consequential punitive or multiple damages, including without limitation any damages resulting from loss of use, loss of business, loss of revenue, loss of profits, or loss of data, arising in connection with this Agreement, the Affiliate Program, or Site’s performance of services or of any other obligations relating to the 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 payable but not yet paid to you under this Agreement.
The foregoing limitation of liability shall apply regardless of the cause of action under which such damages are sought.
We make no express or implied warranties or representations with respect to the Affiliate Program or any service rendered or communication made or Product or other items sold through the Affiliate Network (including, without limitation, warranties of fitness for a particular purpose, 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.
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 execution, 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.
We may disclose to you certain information as part of your participation in the Affiliate Program, which information we consider to be confidential (herein referred to as “Confidential Information”). For purposes 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 us or our Site, customer and vendor lists relating to our Site, and pricing and sales information for our Site and for any member 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 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. 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 our Site the Company, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, demands, losses, liabilities, damages or expenses (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, are related to, or are based on (i) any claim or threatened claim that our use of the Affiliate Trademarks infringes on the rights of any third party; (ii) the breach of any representation or warranty made by you herein or your obligations hereunder; or (iii) or any claim related to your site.
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 WEBSITES THAT ARE SIMILAR TO OR COMPETITIVE WITH YOUR WEBSITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
This Agreement will be governed by the laws of the United States and the State of New Jersey, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in New Jersey and you irrevocably consent to the jurisdiction of such courts. 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 BitWine Inc. BY CLICKING ON THE “CONTINUE” OR “SAVE” BUTTON ON THE AFFILIATE SIGNUP PAGE 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 HEREOF.