LinkConnector Affiliate Terms and Conditions
Click on the "+" to expand the applicable terms and conditions or the "-" to contract them. In the event of any inconsistency between the provisions of the Level 2 or Level 3 terms and conditions and the Level 1 terms and conditions, the terms and conditions set forth in Level 1 (LinkConnector Terms and Conditions) shall control, regardless of the inconsistency. In the event of any inconsistency between the provisions of the Level 3 terms and conditions and the Level 2 terms and conditions, the terms and conditions set forth in Level 2 (Merchant Terms and Conditions) shall control, regardless of the inconsistency.
INTRODUCTION: LinkConnector Corporation (“LinkConnector”), of 1001 Winstead Drive, Suite 300, Cary, North Carolina 27513, provides you access to LinkConnector’s Merchant Affiliate Programs subject to your compliance with the terms and conditions below (“Agreement”). Please read this Agreement carefully. By enrolling or participating as an Affiliate, defined herein, with LinkConnector (“LC Affiliate”), you agree to be bound by these terms and conditions and are eligible to receive compensation from a Merchant based on tracked actions of your End Users related to the promotion of a Merchant’s products or services. As of November 1, 2019; and in consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged; Affiliate and LinkConnector agree as follows…
The following terms shall have the meanings set forth below:
“Account Detail” means Affiliate name, Affiliate Sites, Affiliate’s contact information—including, but not limited to any contact name, email address, physical address, tax ID and telephone number.
“Adware” means any software application, residing on an End User’s machine, with their permission, which is used by LC Affiliate in conjunction with an Affiliate Program.
“Affiliate” means a person or company that agrees to promote Merchant Services or the Merchant Site in accordance with Merchant Terms and Merchant Campaign Terms in exchange for a Commission.
“Affiliate Event” means an individual action by an End User; such as a Click Event, Lead Event, Sale Event, Revenue Event, or Go Event; within an approved Campaign that is tracked and recorded in a LinkConnector Transaction Table for which payment has been promised to an LC Affiliate by the Merchant.
“Affiliate Program” means a pay-for-performance program where an Affiliate receives a commission for sending an End User to the Merchant Site which then generates an Affiliate Event.
“Affiliate Promotion” means any link, banner, and other creative used by an Affiliate on any electronic device (e.g., laptop, desktop, mobile phone, etc.) or printed material (e.g., magazine ad, signage, etc.) to promote a merchant’s product or services with the intention of receiving compensation from the merchant through their Affiliate Program.
“Affiliate Site” means the Internet World Wide Web presence operated by or for LC Affiliate, (as modified to comply with the provisions of this Agreement, and future versions, upgrades, successors and replacements thereof).
“Affiliate Transaction” means any Event caused by the action of an End User which is recorded by LinkConnector and written to the LinkConnector Transaction Table.
“Campaign” means a logical grouping of Merchant Links and Events in the LinkConnector network through which Merchants manage their program. By way of example, a Campaign might be called ‘Book Sales’ and include Merchant Links which promote only books and Events which record only sales for books.
“Click Event” is an Affiliate Event that allows the Merchant to credit LC Affiliates for incoming clicks originating from an Affiliate Promotion to the Merchant Site. The minimum commission payable to Affiliates for a Click Event is typically $0.02 per click.
“Commission” is the amount payable to Affiliates for Affiliate Events. The Merchant, generally in the form of either a percentage of the sale amount or a flat fee, determines commission amounts.
“Cookie Duration” is an Event property representing the period in which an End User can return to Merchant Site and an LC Affiliate might still receive a Commission.
“Data Protection Regulation” means any applicable data protection, privacy or similar laws that apply to data processed in connection with this Agreement, including for EU citizens any regulations implementing the Data Protection Directive 95/46/EC or GDPR (as applicable) or Privacy and Electronic Communications Directive 2002/58/EC and for US citizens, FTC Guidance, US state and federal legislation relating to data privacy and security.
“End User” means an Internet user who clicks to the Merchant Site using a Merchant Link.
“End User Data” means all information and data of an End User collected by LC Affiliate, including, but not limited to, name, address, telephone number and email address.
“Event” is an Affiliate Event.
“Event State” is an Affiliate Event designated as a Valid Event, Pending Event, or Invalid Event.
“Go Event” is an Affiliate Event that allows the Merchant to credit LC Affiliates for outgoing clicks from the Merchant Site. The minimum commission payable to LC Affiliates for a Go Event is typically $0.02 per event.
“Intellectual Property” means all industrial and intellectual property rights existing from time to time including any patents, design rights, registered designs, trademarks, service marks, copyrights, moral rights, trade secrets, know-how, and all applications and registrations therefore, and all goodwill associated therewith.
“Invalid Event” is an Affiliate Event that has been disapproved by Merchant or LinkConnector for payment to LC Affiliate.
“Lead Event” is an Affiliate Event that allows the Merchant to credit LC Affiliates for End User Data obtained when an End User performs a specified action such as filling out a form, registering for a service, or downloading a file from the Merchant’s Site. The minimum commission payable to LC Affiliates for a Lead Event is typically $1.00 per lead.
“LinkConnector Affiliate Manager” is the web-based interface that can be accessed with one username and password which LC Affiliate uses to manage its Merchant Affiliate Program(s). The LinkConnector Affiliate Manager is accessible on LinkConnector’s login page at Account Login.
“LinkConnector Services” means the various related content, links, products and services provided by LinkConnector on or through the LinkConnector Site.
“LinkConnector Site” means the Internet World Wide Web presence operated by or for LinkConnector, located on the Internet through the http://www.LinkConnector.com URL (as modified to comply with the provisions of this Agreement, and future versions, upgrades, successors and replacements thereof).
“LinkConnector Transaction Table” means a table in LinkConnector’s online database that contains information about End User actions related to Merchant Links, Events, and related Affiliates.
“Marks” means logos, trademarks, trade names, service marks or other identifying emblems, words or designs of LinkConnector or LC Affiliate, as the case may be, to designate and identify itself or the particular products or services its offers.
“Merchant” means a person or company that offers an Affiliate Program through LinkConnector and agrees to pay Affiliates for promoting Merchant Services.
“Merchant Affiliate Program” means all of the Merchant’s past and present Campaigns within the LinkConnector Services.
“Merchant Campaign Terms” are the terms set by the Merchant as conditions for participating in a particular Merchant’s Campaign. At a minimum they include this Agreement in its entirety, the Merchant’s Terms and any Campaign-specific terms reflected in the Merchant Campaign information available to LC Affiliate online through the LinkConnector Affiliate Manager.
“Merchant Link(s)” means an advertisement in the form of a banner, text link, or object (e.g., HTML creative, Flash creative, etc.) used in an Affiliate Promotion. When clicked, the link directs an End User to the Merchant Site.
“Merchant Service(s)” means the product(s) or service(s) offered by the Merchant through the Merchant Site.
“Merchant Site” means the Internet World Wide Web presence operated by or for Merchant, (as modified to comply with the provisions of this Agreement, and future versions, upgrades, successors and replacements thereof).
“Merchant Terms” are the terms set by the Merchant as conditions for participating in their Merchant Affiliate Program. At a minimum they include this Agreement in its entirety and any account-specific terms reflected in the Merchant Campaign information available to LC Affiliate online through the LinkConnector Affiliate Manager.
“Pending Event” is an Affiliate Event that is being considered for approval as a Valid Event or disapproval as an Invalid Event by Merchant or LinkConnector.
“Personal Data” means any information relating to an identified or identifiable natural person (“Data Subject”) who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
“Revenue Event” is an Affiliate Event that allows the Merchant to reward an Affiliate beyond any Commissions paid for individual Merchant Transactions.
“Sale Event” is an Affiliate Event that allows the Merchant to credit LC Affiliates for purchases by an End User of Merchant Services on the Merchant Site. The minimum commission payable to LC Affiliates for a Sale Event is typically $1.00 per sale.
“Server-Side Cookie” is information, stored by LinkConnector, about End User actions related to Affiliate Promotion. This information is stored in a LinkConnector Transaction Table at the time of a click from the End User to the Merchant Site.
“Service Level Guarantee” means the LinkConnector Site will be unavailable to the general public for no more than forty-eight (48) aggregate hours during any thirty (30) day period, excluding routine maintenance which shall occur during the hours of 2 a.m. to 7 a.m. Eastern Time no more than twice per month.
“Service Level Minimums” means industry standard service levels for like services, including, without limitation, standards for supporting online transactions, providing accurate and secure transmission of personal, credit card and other information, prevention of unauthorized access to End User Data, and availability of the Affiliate Site to End Users.
“Spyware or Malware” means any software application, residing on an end user machine, without their permission, which is used by LC Affiliate in conjunction with an Affiliate Program.
“Valid Event” is an Affiliate Event that has been approved by Merchant or LinkConnector for payment to LC Affiliate.
All other initially capitalized terms shall have the meanings assigned to them in this Agreement.
2. LICENSES/OWNERSHIP OF LINKCONNECTOR SITE.
2.1 Rights Granted by LC Affiliate.
(a) License; License Restrictions. LC Affiliate grants to LinkConnector a nonexclusive, nontransferable, royalty-free (without right to sublicense) license to use and display, during the Term of this Agreement, LC Affiliate Marks, solely for the purpose of linking to the Affiliate Site. LinkConnector agrees that LC Affiliate Marks are and will remain the sole property of LC Affiliate and agrees not to contest the ownership of such LC Affiliate Marks, nor misappropriate LC Affiliate Marks for LinkConnector’s own use. Affiliate reserves all rights to control the use of LC Affiliate Marks, and LinkConnector shall not change or modify LC Affiliate Marks in any manner without prior written authorization from LC Affiliate.
(b) Reservation of Rights. Except as expressly granted in this Agreement, LinkConnector shall have no other rights of any kind in LC Affiliate Marks or the Affiliate Site. Under no circumstances will anything in this Agreement be construed as granting, by implication, estoppel or otherwise, a license to any of LC Affiliate’s Intellectual Property or proprietary technology other than the use of LC Affiliate Marks in accordance with the terms of this Agreement. LinkConnector acknowledges that LC Affiliate Marks and the Affiliate Site are the sole property of LC Affiliate, and this Agreement only grants LinkConnector a limited right to link to the Affiliate Site under the terms and conditions of this Agreement. The LC Affiliate Marks may not be used as a feature or design element of any other logo without prior written authorization from LC Affiliate.
2.2 LinkConnector Ownership Rights. All content, writings, graphics, tables, sounds and other materials on the LinkConnector Site, the design, layout and general look and feel of the LinkConnector Site, and all Intellectual Property embodied therein or pertaining thereto, (other than LC Affiliate supplied materials or LC Affiliate Marks on the LinkConnector Site) shall remain the sole and exclusive property of LinkConnector or its licensors. LinkConnector will retain sole control and ownership over the look and feel, content, layout and design of the LinkConnector Site. Nothing under this agreement shall be construed as granting to LC Affiliate any license or right in or to any Intellectual Property of LinkConnector.
3. RIGHTS AND OBLIGATIONS OF THE PARTIES.
3.1 LinkConnector’s Rights and Obligations.
(a) LinkConnector shall meet the Service Level Guarantee.
(b) LinkConnector shall be solely and exclusively responsible for all operation, hosting, and maintenance on the LinkConnector Site.
(c) LinkConnector shall provide automated, real-time tracking; reporting; and analysis of Merchant Links and Events on every Affiliate Transaction recorded for LC Affiliate.
(d) LinkConnector shall provide monthly Commission processing and payment for LC Affiliate on behalf of Merchant.
(e) LinkConnector has the right to not accept individuals, or any multi-level marketing, franchised, reseller, or third-party websites, and reserves the right to not accept Affiliates in certain vertical markets or Affiliates it deems, in its sole discretion, harmful to LinkConnector.
(f) LinkConnector reserves the right, in its sole discretion and without liability, to reject, omit or exclude any Affiliate Site for any reason at any time, with or without notice to LC Affiliate and regardless of whether such Affiliate Site was previously accepted.
(g) LinkConnector or Merchant may change the Event State for Events to Invalid Event in the LC Affiliate Account in circumstances of (i) product returns; (ii) duplicate entry or other clear error; (iii) non-bona fide Event; (iv) LC Affiliate’s failure to comply with Merchant Campaign Terms; and (v) non-receipt of payment from, or refund of payment to, the User by the Merchant for a Sale Event. A Merchant shall not have the right to invalidate Affiliate Transactions because of a Merchant’s determination that Commissions or fees were paid out through other promotional efforts.
(h) LinkConnector has the right to consider assigning an Affiliate Event to any Affiliate not using Adware, before considering such assignment to any Affiliate using Adware.
(i) LinkConnector shall observe any applicable Data Protection Regulations.
(j) LinkConnector shall provide Data Subjects, defined herein, with information about how Personal Data is being processed on the LinkConnector Site.
(k) LinkConnector shall notify LC Affiliate in accordance with section 12.7 without undue delay upon becoming aware of a breach affecting Personal Data. Additionally, LinkConnector shall provide LC Affiliate with sufficient information to allow LC Affiliate to meet any obligations to report or inform Data Subjects of the breach under or in connection with any applicable Data Protection Regulation.
3.2 LC Affiliate’s Rights and Obligations.
(a) LC Affiliate shall be solely and exclusively responsible for all operation, hosting, and maintenance on Affiliate Site(s) and shall meet Service Level Minimums on any Affiliate Site used in a Merchant Affiliate Program.
(b) Except as provided herein, LC Affiliate may not modify LinkConnector Affiliate Code without prior written consent from LinkConnector or the affected Merchant. LC Affiliate may not alter, copy, modify, take, sell, reuse, or divulge any LinkConnector Affiliate Code, except as is necessary to partake in a Merchant Affiliate Program. Requests for changes to LinkConnector Affiliate Code should be sent to in accordance with section 12.7.
(d) LC Affiliate agrees and represents that all information provided for the purpose of enrolling as an Affiliate will be accurate, complete and current. LC Affiliate is responsible for keeping account information up to date using the Affiliate Manager, including, but not limited to, financial information and contact name, phone number, and email.
(e) In addition to and without limiting LC Affiliate obligations under this Agreement, the LC Affiliate is obligated to abide by any Merchant Terms and Merchant Campaign Terms applicable to any Campaign in which LC Affiliate participates. If any conflict arises amongst this Agreement and the Merchant Terms and/or Merchant Campaign Terms, this Agreement shall prevail. If any conflict arises between the Merchant Terms and the Merchant Campaign Terms, the Merchant Terms shall prevail.
(f) LC Affiliate is obligated to comply with the CAN SPAM Act of 2003 (Public Law 108-187 or any successor legislation) and any other laws or regulations that govern email marketing and communications when promoting any Merchant Affiliate Program.
(g) LC Affiliate may use approved Adware only after receiving written approval from LinkConnector, which LinkConnector may withhold at its sole discretion. LC Affiliate may not use Spyware or Malware.
(h) LC Affiliate agrees not to pursue any Affiliate Program directly with any Merchant for which the LC Affiliate has had a relationship in LinkConnector with a Merchant’s Affiliate Program in the previous six (6) months. LC Affiliate further agrees to contact LinkConnector, in accordance with section 12.7, if contacted directly by any Merchant with the intent to establish any Affiliate Program outside of LinkConnector providing the LC Affiliate has had a relationship with a Merchant’s Affiliate Program in LinkConnector in the previous six (6) months.
(i) LC Affiliate agrees that all communications with Merchants using LinkConnector’s internal e-mail system provided as part of the LinkConnector Services will be solely related to the promotion or execution of the Merchant Affiliate Program.
4.1 The LC Affiliate is not barred by this agreement from participating in any other Affiliate Program offered by a LinkConnector competitor or from participating in any in-house Merchant Affiliate Program.
5.1 Commissions. LC Affiliate will receive commission (“Commission”) for all Valid Events.
5.2 Payment Terms.
(a) All payments are based on Affiliate Events, designated as a Valid Event, Invalid Event, or Pending Event, which are accounted and audited by LinkConnector. The Event State shall be considered binding on LC Affiliate.
(b) LC Affiliate will be paid on funded Commissions typically within twenty (20) business days after the end of a calendar month. All accounts will be settled in U.S. dollars ($US). No payments will be issued for any amounts less than $100, if issued by check; or for any amounts less than $50, if issued by any other payment method (each collectively known as “Minimum Payment”). Any Commissions earned less than the Minimum Payment will carry over to the next month. If LinkConnector terminates this Agreement in accordance with section 11.2(a) or if LC Affiliate terminates this Agreement in accordance with section 11.2(b) and earned Commissions of less than the Minimum Payment are owed to LC Affiliate, such Commissions shall be forfeited to LinkConnector. If a Minimum Payment has not been earned for over 365 days, those Commissions older than 365 days shall be forfeited to LinkConnector. Also, if a Commissions check is not cashed within 120 days, those Commissions shall be forfeited to LinkConnector.
(c) Every Affiliate account based in the United States must have a unique Employer Identification Number (EIN) or Social Security Number, as applicable, associated with the account. If LC Affiliate is based in the United States, payments exceeding six hundred dollars ($600.00) per calendar year will be made to LC Affiliate only after they provide proper tax identification information.
(d) Any bank service fees incurred by LinkConnector due to an error in LC Affiliate account information are LC Affiliate’s responsibility and will be deducted from Commissions due to LC Affiliate.
(e) LinkConnector is hereby released by LC Affiliate for any claim for payment of a Commission until such time as LinkConnector has received payment from the relevant Merchant. LC Affiliate recourse for any earned Commissions not paid to LC Affiliate shall be to make a claim against the relevant Merchant(s), and LinkConnector disclaims any and all liability for such payment.
(f) If LinkConnector discovers that LC Affiliate was overpaid in error for any reason, LinkConnector has the right to recover the overpayment from future Commissions earned by LC Affiliate.
6. REPRESENTATIONS, WARRANTIES AND COVENANTS.
6.1 By LinkConnector. LinkConnector represents, warrants and covenants that (i) it has sufficient rights to grant LC Affiliate the rights and licenses set forth herein; (ii) to the best of its knowledge, the LinkConnector Services and the LinkConnector Site do not and will not violate any applicable law or regulation; (iii) the execution, delivery and performance of this Agreement by it does not conflict with any agreement to which it is a party or by which it may be bound; (iv) it has full legal authority to enter into this Agreement and to carry out the provisions hereof; (v) to the best of its knowledge, the LinkConnector Services and the LinkConnector Site do not infringe in any manner any copyright, patent, trademark, trade secret or other Intellectual Property right of any third party; (vi) to the best of its knowledge, the LinkConnector Services and the LinkConnector Site do not breach any duty toward or rights of any person or entity including, without limitation, rights of publicity or privacy, or has not otherwise resulted in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (vii) the LinkConnector Services and the LinkConnector Site are not false or misleading; (viii) the LinkConnector Services and the LinkConnector Site do not produce, provide or are in any manner related to pornographic products or services (which LinkConnector shall have complete discretion to define); and (ix) the LinkConnector Services and the LinkConnector Site are neither defamatory, libelous, militant, hateful, slanderous or threatening.
6.2 By LC Affiliate. LC Affiliate represents, warrants and covenants that (i) it has sufficient rights to grant LinkConnector the rights and licenses set forth herein; (ii) to the best of its knowledge, the LC Affiliate and the Affiliate Site do not and will not violate any applicable law or regulation; (iii) the execution, delivery and performance of this Agreement by it does not conflict with any agreement to which it is a party or by which it may be bound; (iv) it has full legal authority to enter into this Agreement and to carry out the provisions hereof; (v) to the best of its knowledge, the LC Affiliate and the Affiliate Site do not infringe in any manner any copyright, patent, trademark, trade secret or other Intellectual Property right of any third party; (vi) to the best of its knowledge, the LC Affiliate and the Affiliate Site do not breach any duty toward or rights of any person or entity including, without limitation, rights of publicity or privacy, or has not otherwise resulted in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (vii) the LC Affiliate and the Affiliate Site are not false or misleading; (viii) the LC Affiliate and the Affiliate Site do not produce, provide or are in any manner related to pornographic products or services (which LinkConnector shall have complete discretion to define), or their subsidiaries or foundations funded by such companies whose function is to improve acceptance of such products by the public; (ix) the LC Affiliate and the Affiliate Site are neither defamatory, libelous, militant, hateful, slanderous or threatening (which LinkConnector shall have complete discretion to define); and (x) that LC Affiliate will not engage in pop-up or pop-under advertising using any means involving third party properties and/or services (software) without prior permission from LinkConnector, which LinkConnector may withhold at its sole discretion.
7. DISCLAIMERS; LIMITATION OF LIABILITY.
7.1 Disclaimer of Warranties. EXCEPT AS SET FORTH IN SECTIONS 3 AND 6, LC AFFILIATE’S OBLIGATION TO MEET SERVICE LEVEL MINIMUMS, AND LINKCONNECTOR’S OBLIGATION TO MEET A SERVICE LEVEL GUARANTEE, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE AFFILIATE SITE(S) OR THE LINKCONNECTOR SERVICE INCLUDING, BUT NOT LIMITED TO, A WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY OF MERCHANTABILITY.
7.2 Limitation of Liability. EXCEPT AS PROVIDED IN SECTION 9, IN NO EVENT SHALL EITHER PARTY, OR ITS RESPECTIVE AFFILIATES, SUBSIDIARIES, PARENT COMPANIES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES, BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, POTENTIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF OPPORTUNITY, LOSS OF GOODWILL, LOST PROFITS OR LOST REVENUES) EVEN IF A PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. FORCE MAJEURE.
8.1 A party shall not be considered to be in default in the performance of any obligations under this Agreement when a failure of performance shall be due to an uncontrollable force. The term “uncontrollable force,” as used in this Agreement, shall mean an unanticipated event which is not reasonably within the control of the affected party and which by exercise of reasonable due diligence, such affected party could not reasonably have been expected to avoid, overcome or obtain or cause to be obtained a commercially reasonable substitute therefor. Such causes may include, without limitation, the following: flood, earthquake, tornado, storm, fire, terrorist attack, explosion, public emergency, civil disobedience, labor dispute, labor or material shortage, sabotage, restraint by court order or public authority (whether valid or invalid), and action or non-action by or inability to obtain or keep the necessary authorizations or approvals from any governmental agency or authority; however, no party shall be relieved of its obligations hereunder, if its failure of performance is due to removable or remediable causes which such party fails to remove or remedy using commercially reasonable efforts within a reasonable time period. Either party rendered unable to fulfill any of its obligations under this Agreement by reason of an uncontrollable force shall give prompt notice of such fact to the other, followed by written confirmation of that notice, and shall exercise due diligence to remove such inability with all reasonable dispatch.
9.1 By LC Affiliate. LC Affiliate agrees to indemnify, defend and hold harmless LinkConnector and its officers, directors, employees, agents, successors and assigns from and against any and all losses, liabilities, damages, penalties and claims and all related costs and expenses (including reasonable attorneys’ fees) related to claims made by third parties against LinkConnector: (i) alleging that Affiliate Marks or other Intellectual Property infringe the patents, copyrights, trademarks or service marks or other Intellectual Property rights of such third parties; (ii) arising out of or relating to Affiliate Site(s) or the Affiliate Marks; or (iii) due to a breach by LC Affiliate of its warranties, representations, obligations or covenants or otherwise breaches this Agreement.
9.2 By LinkConnector. LinkConnector agrees to indemnify, defend and hold harmless LC Affiliate and its officers, directors, employees, agents, successors and assigns from and against any and all losses, liabilities, damages, penalties and claims and all related costs and expenses (including reasonable attorneys’ fees) related to claims made by third parties against LC Affiliate: (i) alleging that LinkConnector’s Marks or other Intellectual Property infringe the patents, copyrights, trademarks or service marks or other Intellectual Property rights of such third parties; or (iii) due to a breach by LinkConnector of its warranties, representations, obligations or covenants or otherwise breaches this Agreement.
9.3 Procedures. The Indemnified Party shall (i) promptly notify the Indemnifying Party in accordance with section 12.7 of such suit, claim, or proceeding; (ii) give the Indemnifying Party reasonable information, assistance and cooperation required to defend such suit, claim, or proceeding; and (iii) allow the Indemnifying Party to control the defense of any such action and all negotiations for its settlement or compromise. The Indemnified Party may be represented in the defense of any such claim, at the Indemnified Party’s expense, by counsel of the Indemnified Party’s selection. The Indemnifying Party shall have no liability for settlements or costs incurred without its consent. The Indemnifying Party shall not enter into any settlement that imposes liability or restrictions on the Indemnified Party without the Indemnified Party’s prior written consent, such consent not to be unreasonably withheld or delayed.
10. OWNERSHIP OF USER DATA; CONFIDENTIALITY.
10.1 Confidentiality. LinkConnector and LC Affiliate agree that any and all information identified by the other as “Confidential” and/or “Proprietary”, or which, under all of the circumstances, ought reasonably to be treated as Confidential and/or Proprietary, will not be directly or indirectly disclosed to any third person without the express consent of the other party for a period of three (3) years following termination of this Agreement and that neither party will make use of Confidential Information except under the terms of this Agreement. These confidentiality obligations shall not apply to any information which: (i) is or subsequently becomes available to the general public other than through a breach by the receiving party; (ii) is already known to the receiving party before disclosure by the disclosing party; (iii) is developed through the independent efforts of the receiving party; (iv) the receiving party rightfully receives from a third party without restriction as to confidentiality or use; or (v) is requested pursuant to a subpoena; provided, that the party responding to such subpoena gives the other party reasonable notice and opportunity to intervene to quash such subpoena.
10.2 Privacy of Consumer Financial Information. Notwithstanding anything in this Agreement to the contrary, if it is necessary for LC Affiliate to disclose any End User Data to LinkConnector for any reason, LinkConnector agrees that at no time shall LinkConnector use or disclose any such End User Data that LinkConnector may obtain in connection with this Agreement, except as required by law; provided that nothing herein shall require LC Affiliate to disclose End User Data to LinkConnector.
11. TERM OF AGREEMENT AND TERMINATION.
If LC Affiliate is dissatisfied with LinkConnector, any Merchant Affiliate Program, or with any of the terms and conditions contained herein, LC Affiliate’s sole and exclusive remedy is to terminate Affiliate account. LC Affiliate may cancel their account with LinkConnector at any time by sending notice in accordance with section 12.7.
11.1 Term. The term of this Agreement shall begin on the date the LC Affiliate applies for an account and shall continue until terminated by any of the actions enumerated in section 11.2.
11.2 Termination. This Agreement will terminate in the event of any of the following:
(a) Immediately after a material breach, provided that the non-breaching party gives the other notice in accordance with section 12.7 of a material breach by the other of this Agreement and a request for a cure, unless the breach is cured that day.
(b) Immediately once notice of termination by either party is received by the other party in accordance with section 12.7.
11.3 Effect of Termination.
(a) Upon termination of this Agreement, all licenses granted to LC Affiliate and LinkConnector hereunder shall automatically terminate.
11.4 Survival. Sections 5 (to the extent the payment obligations accrue prior to termination), 7, 9, 10, 11.3 and 12 shall survive any expiration or termination of this Agreement.
11.5 Suspension. LinkConnector reserves the right, at its sole discretion to suspend the LC Affiliate if it suspects a material breach of section 3.2. If LinkConnector takes action to suspend, LinkConnector may do so immediately, but LinkConnector is not relieved of its obligation to notify the LC Affiliate per section 11.2(a).
12.1 Choice of Law. The Parties agree that this Agreement shall be governed by and interpreted in accordance with the laws of the State of North Carolina (including by not limited to the Uniform Electronic Transactions Act as enacted in North Carolina), without regard to conflict of laws provisions thereof. Furthermore, the parties agree that any dispute (including litigation) that arises between the parties shall have its venue in the state or federal courts of Wake County, North Carolina.
12.2 Assignment. LC Affiliate may not assign all or any portion of this Agreement without the prior written consent of LinkConnector, which consent may be withheld at LinkConnector’s sole discretion.
12.3 Relationship of the Parties. No partnership, joint venture, employment, agency, franchise, or other form of agreement or relationship is implied or intended by this Agreement. The parties shall be independent contractors for all purposes in connection with this Agreement.
12.4 Entire Agreement. The parties agree that this Agreement constitutes the entire agreement between the parties as of the date hereof with respect to the subject matter hereof and supersedes all prior and contemporaneous communications, whether oral or written. The parties agree that this Agreement may be modified or amended from time to time hereafter by LinkConnector as it deems necessary and LC Affiliate agrees (in consideration for LinkConnector agreeing to continue doing business with LC Affiliate) to be bound by such amendments after indicating their agreement through LinkConnector’s Affiliate Manager.
12.5 Press Releases. Neither party shall issue any press release or announcement relating to the relationship contemplated by this Agreement without the prior written consent of the other party.
12.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
12.7 Notices. All notices, requests, consents, and other communications under this Agreement from LC Affiliate shall be in writing and shall be deemed delivered (i) two business days after being sent by registered or certified mail, return receipt requested, postage prepaid or (ii) one business day after being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery. If from LinkConnector to LC Affiliate, immediately upon email to the primary contact email address is deemed an acceptable means of notification. In each case to the intended recipient as set forth below:
If to LC Affiliate by email to the primary contact email address listed in the account summary,
If to LinkConnector, at 1001 Winstead Drive, Suite 300, Cary, North Carolina 27513, Attention: Choots Humphries, or via email using the form available at http://www.linkconnector.com/member/contact.htm or at such other address or addresses as may have been furnished in writing by LinkConnector to the other Party in the manner set forth in this section, with a copy to Richard Stephenson, Stephenson & Stephenson, LLP, 1100 Crescent Green, Suite 220, Cary, NC 27518 regarding any legal communications.
12.8 Section Headings. Section headings are for descriptive purposes only and shall not be used to interpret the meaning of this Agreement.
12.9 Attorneys’ Fees. If either party fails to pay any amounts due under this Agreement or otherwise breaches this Agreement and the non-breaching party retains an attorney to collect such amounts or remedy such breach, then the breaching party shall be obligated to pay any amounts due herein including said non-breaching reasonable attorneys’ fees incurred in collecting such amounts and court costs.
12.10 Non-Waiver. No delay or omission of either party in exercising any right accruing upon any default of the other party shall impair any such right or be construed to be a waiver thereof, and every such right may be exercised at any time during the continuance of such default. A waiver by either of the parties of a breach or a default under any of the terms and conditions of this Agreement by the other party shall not be construed to be a waiver thereof. A waiver by either of the parties of a breach or a default under any of the terms and conditions of this Agreement by the other party shall not be construed to be a waiver of any subsequent breach or default of any other term or condition of this Agreement.
12.11 Tax Status and Obligations. LinkConnector is not obligated to provide LC Affiliate with tax and/or legal advice and nothing communicated by LinkConnector to LC Affiliate shall be construed as such. LC Affiliate is obligated to independently assess and comply with all relevant tax and legal requirements and is responsible for its own sales tax collection and reporting obligations arising from Commissions earned through the Merchant Affiliate Programs. Any Merchant information provided to LC Affiliate, including Merchant address, shall be provided accurately; however, LC Affiliate, not LinkConnector, is responsible for verifying the accuracy of information provided to LinkConnector by a Merchant.
Betfair, operates the www.TVG.com origination Web site. As part of TVG's Affiliate Program (“Program”), Publishers may direct visitors from the Publisher’s web site to the web site (the specific URL) designated by TVG (“Destination Site”). This Agreement provides terms and conditions applicable to your membership in the Program that are in addition to or modify any terms and conditions that you have agreed to pursuant to your Publisher Service Agreement (“PSA”) with LinkConnector. Any capitalized term herein that is not defined shall have the same meaning as in the Publisher Service Agreement. These are the Terms and Conditions of the Program between TVG and Publisher (also referred to as this “Agreement”).
1. Participation in the Program is subject to TVG’s approval, and a prospective Publisher’s web site (if applicable) must be fully operational before such Publisher may join the Program. Prospective Publishers must first submit an application to TVG through LinkConnector in order to become an “approved” Publisher eligible to post Links to the TVG Web site and earn commissions. After the application has been submitted, TVG will notify the prospective Publisher through LC in writing (by e-mail or otherwise) whether or not it has been approved (approval is in TVG’s sole discretion). Unsuitable sites include, but are not limited to, those that;
1. Infringe trademark rights of TVG or any third party or otherwise violate the rights of any third party;
2. Contain sexually explicit materials;
3. Contain hate/violent/offensive content;
4. Promote discrimination based on race sex, religion, nationally, disability, sexual orientation, or age;
5. Promote illegal activities or otherwise violate any applicable laws, include those targeting “spyware”, “adware” or SPAM;
6. Violate any intellectual property rights, including, without limitation, scraping text or images from TVG'S website;
8. Otherwise are considered inappropriate or unsatisfactory as determined by TVG in its sole discretion.
9. If Publisher is accepted to participate in the TVG Affiliate Program and Publisher’s Site is thereafter determined (in TVG'S sole discretion) to be unsuitable based on the criteria stated, TVG may terminate this Agreement by expiring the relationship in the Link Connector Account Manager Interface.
3. Authorization to Link to TVG Web Site.
1. If a Publisher applies to the TVG Affiliate Program and is accepted by TVG via Link Connector, an “Engagement” is formed. Each Engagement shall be created and tracked by Link Connector and shall be governed by the terms and conditions of this Agreement.
2. A "Qualifying Link" means a hyperlink, whether in text or graphic form, from Publisher site to TVG’s site using Link Connector’s tracking code.
3. TVG authorizes Publisher to display Links and to link to TVG.com only to the extent such Links are provided by TVG in connection with the Program, and Publisher shall not create any other links to TVG’s web sites and/or specific pages within those sites. Unless otherwise agreed by TVG in writing, notwithstanding anything to the contrary herein, the authority granted by TVG to Publisher hereunder will not constitute a license. Publisher may not distribute, license or otherwise use TVG’s Links (and/or content) except as expressly authorized herein.
4. Publishers may not use any mark of TVG in any manner not expressly authorized by this Agreement.
1. Publisher may not make any press releases relating to its participation in the Program without TVG’s prior written consent, which may be withheld in TVG’s sole and absolute discretion.
2. Publisher may not include "TVG", or any other trademark owned by TVG in, (a) metatags, (b) in hidden text, (c) in Publisher’s domain, and/or (d) any other manner. Publisher may NOT engineer its site in such a manner that pulls Internet traffic away from TVG’s website.
3. Publisher shall not copy nor modify, in any way, any icons, buttons, banners, graphics files, the message in the graphic, images, text, Links, or content that TVG has made available through Link Connector pursuant to the foregoing arrangement.
4. Violation of the foregoing prohibitions may result in, among other things, the immediate termination of this Agreement and/or the commencement of an action by TVG against Publisher seeking, without limitation, injunctive relief and/or recovery of actual, statutory and/or punitive damages.
5. Publisher is responsible for notifying TVG of any malfunctioning of the TVG Links.
7. Publisher agrees that it shall in no way frame TVG’s site.
8. Guidelines for the use of electronic or other types of messages.
Without limiting the generality of the foregoing under the PSA and this Agreement and any obligations you may have under your Engagements with TVG, if you use email and/or, as applicable, mobile service messages (SMS), instant messaging (IM) or other types of electronic messages (individually and collectively, “electronic messages”) in connection with your participation in TVG’s affiliate program, you agree as follows:
1. Except as expressly authorized by TVG, any and all such electronic messages initiated or sent by you on your behalf must:
1. Indentify you as the sender and may not suggest or imply, or mislead or be likely to mislead a recipient into believing that TVG is a sender or sponsor of, or has procured you to send, such electronic messages. To be clear, you may not use a return address, subject heading, header information or message contents that misleads or confuses or is likely to mislead or confuse a recipient as to the proper identity of the sender;
2. Feature the service or product offering(s) that your are offering the recipient (and not those of TVG) as its primary contents and purpose;
3. Contain a valid physical postal address for you (and not any other person or entity including TVG);
4. Be clearly and conspicuously identified as an advertisement or solicitation
2. You will implement and employ in connection with each electronic message sent by you or on your behalf an effective mechanism and procedure for any recipient of such electronic message to be able to request during the next thirty (30) days at a minimum not to receive further electronic messages from you or those sending electronic messages on your behalf except as otherwise permitted by applicable law, such request shall be heeded within ten (10) business days of receipt of such request (collectively, and “opt-out procedure”)
1. You will insure that such opt-out procedure is fully compliant with any and all applicable laws, rules and regulations, including the requirements of the Can Spam Act of 2003 (Public Law No. 108-187).
2. Pursuant to or in addition to the requirements of the Can Spam Act of 2003, such opt-out procedure, you must also provide a means to share, and will promptly share upon TVG’s request, the email, SMS, IM or other address of any recipients that exercised such opt-out procedure with TVG that are promoted in any electronic message giving rise to such opt-out request. You may not sell, rent or disclose for any consideration any lists of recipients that have exercised such opt-out procedure.
3. You may not use any qualifying links in any electronic message unless:
1. You have received the express authorization of TVG to use email or other electronic messages, as applicable, to promote its qualifying link; and
2. Any and all such electronic messages comply in all respects with this agreement, the PSA, and any and all applicable laws.
3. Further, except as expressly authorized by TVG, any and all electronic messages initiated or sent by you or on your behalf may not:
1. Contain sexually-oriented material, hate/violent/offensive content, or promote discrimination;
2. Promote illegal activities or otherwise violate any applicable laws, including those targeting “spyware” or “adware”;
3. Be sent by or through any computer without authorization, including by relay or retransmission, or contain false header information regarding the transmitting computers and transmission path including the originating electronic mail address, domain name or Internet Protocol address.
4. Should you be expressly authorized to promote TVG using an electronic message you agree to comply with the Can Spam Act of 2003 and any rules and regulations that are promulgated by any governmental authority in respect thereof and any and all orders, judgments and decrees of any court, agency or other authority relating thereto and any other applicable foreign, federal, provincial, state, or local law applicable to the use or transmission of electronic messages. While some of the requirements of the Can Spam Act of 2003 are set forth as contractual obligations hereunder, compliance with the above provisions shall not be construed as or deemed to be sufficient to comply with any such or other applicable law.
4. Term and Termination.
1. In addition to the termination rights set forth in the Publisher Service Agreement, this Agreement and the relationship may be terminated immediately by Link Connector upon TVG’s request in the event that Publisher: (i) dilutes, blurs or tarnishes the value of TVG’s Marks and/or (ii) utilizes any promotion, promotion code coupon or other promotional opportunity that is not specifically authorized by TVG through the Program.
2. Upon termination of this Agreement,
1. TVG’s acceptance of additional referrals obtained through Publisher shall not constitute a continuation or renewal of this Agreement or a waiver of such termination,
2. Publisher shall be entitled only to those unpaid commissions, if valid, earned by Publisher on or prior to the date of termination, provided, however, that such commissions earned through the date of termination will remain payable only if the related fundings are not canceled, and TVG may, but has no obligation to, extend new commissions for one additional commission period to ensure that the correct amount is paid;
3. Publisher shall in no event be entitled to commissions with respect to any amount of referrals delivered after the date of termination;
4. All rights and licensees of Publisher hereunder shall immediately terminate; and (v) Publisher shall cease all uses of any trade names, trademarks, service marks, logos and other designations of TVG or the Program, and shall immediately remove from Publisher’s web site any and all Links and Content, including TVG’s graphic images and text of any kind, computer code, trademarks, trade names or logos.
5. Additional Terms.
1. The commission rate will be set forth in the Program Terms for TVG and may be changed from time to time by TVG upon 7 days notice by replacing the existing Program Term with a new one. Payment shall be made by TVG through Link Connector in accordance with the terms of the Link Connector Program.
2. A “Qualifying Link” is a link from the Publisher’s site to TVG using one of the TVG links provided on Link Connector. This link must remain intact as provided through the Link Connector interface and cannot be modified, altered, truncated or obfuscated without approval from TVG.
3. In the event TVG, in its sole discretion, suspects fraud or other unlawful conduct by the Publisher or by any third party accessing TVG's site through the links on the Publisher site, TVG shall confer with Link Connector to reverse commissions in whole or in part to Publisher.
4. Publisher is solely responsible for the development, operation and maintenance of Publisher’s site and for all materials that appear on Publisher’s site, including:
5. The technical operation of Publisher’s site and all related equipment,
6. Creating and posting product descriptions on Publisher’s site and linking those descriptions to TVG’s website.
7. The accuracy and appropriateness of materials posted on Publisher’s site, including, among other things, all product-related materials, and
8. Ensuring that materials posted on Publisher’s 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).
9. Publisher hereby agrees that TVG shall have no liability or responsibility for these matters whatsoever. By enrolling in the Program, Publisher also agrees to indemnify and hold TVG harmless from all claims, damages, costs and expenses of any kind including, without limitation, reasonable attorneys' fees relating to the development, operation, maintenance and contents of Publisher’s site.
9. TVG will not be liable for indirect, special or consequential damages (or any loss of revenue, profits or goodwill, loss of use or data, or interruption of business) arising in connection with this agreement or the Program, even if TVG is aware of or has been advised of the possibility of such damages. TVG's liability to Publisher or any third party arising with respect to this agreement and the Program shall not, for any reason, exceed the total commissions actually paid or payable to Publisher under this agreement.
10. TVG makes no express or implied warranties or representations with respect to the Program or any products 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, TVG makes no representation that the operation of TVG’s website will be uninterrupted, timely or error-free, and TVG will not be liable for the consequences of any interruptions or errors. Publisher acknowledges and agrees that any material and/or data downloaded or otherwise obtained from TVG’s site(s) is at Publisher’s own risk and Publisher will be solely responsible for any damage to its computer system or loss of data that results from the download of such material and/or data.
11. Publisher shall not assign, transfer or delegate its obligations under this Agreement, either in whole or in part, without the prior written consent of TVG. Any attempted assignment, transfer or delegation in violation of the provisions of this provision will be void.
12. Any dispute arising under these terms and conditions will be governed by the laws of the State of California and the exclusive venue for any such dispute shall be the state or federal courts located in Orange County, California. Publisher specifically consents to be subject to the personal jurisdiction of said courts.
13. No delay or failure by TVG in exercising any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right.
14. By applying to the Program, using the automatic facility located on the Link Connector site, and by clicking–through the acceptance button to this Agreement, Publisher executes, accepts, enters into, and becomes party to this Agreement, effective on the date of such acceptance to this Agreement. PUBLISHER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT AND AGREES TO ALL ITS TERMS AND CONDITIONS. PUBLISHER HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
15. TVG reserves the right to modify the terms and conditions of this Agreement in its sole discretion upon seven (7) days prior notice to Publisher by offering new Program Terms with new Special Ts & Cs attached. If any modification is unacceptable to Publisher, Publisher’s sole recourse is to terminate this Agreement. Publisher’s continued participation in the Program, after accepting the new terms and conditions of this Agreement, constitutes Publishers binding acceptance to the change.
|Email Marketing Allowed:||Yes|
|Email Marketing Restrictions:||All email programs must be checked with TVG affiliate management for permission.|
|Search Engine Marketing Allowed:||Yes|
|Search Engine Marketing Restrictions:||Search engine marketing is not allowed by Google within the U.S. for the industry, but secondary engines are allowed. No bidding on TM or TM Plus terms.|
|Naked Coupon Capable:||No|
|Incentive/Rewards Sites Allowed:||No|
We no longer accept traffic from Tennessee