USAGCLS Affiliate Network
Agreement Apply Now
This Affiliate Network Agreement ("Agreement")
contains the complete terms and conditions that apply to your participation as
an affiliate (an "Affiliate") in the USAGCLS Affiliate Network.
By submitting an application to become an Affiliate, you warrant
that you have read and understood this Agreement, and you agree to be bound by
it.
To begin the enrollment process, you must submit a complete
Affiliate Network Application. We will evaluate your application and notify you
of your acceptance or rejection in a timely manner. We reserve the right, in
our sole and absolute discretion, to accept or reject your application for any
or no reason whatsoever.
Upon notice of acceptance of your application, this Agreement
shall be effective between you and USAGCLS, Inc. ("USAGCLS"). If your
application is temporarily rejected, you may reapply after two (2) weeks. If
your application is permanently rejected, which USAGCLS may do in its sole and
absolute discretion, you will not be able to reapply to the USAGCLS Affiliate
Network.
1. Definitions
Throughout this Agreement, capitalized terms shall have the
meaning ascribed to them in quotes. In addition, the following definitions
apply:
1.1. "Advertising" or
"Advertisements" means any and all banner advertisements, pop-under
placements, text links or other solicitations (including, if approved in
advance by USAGCLS, USAGCLS Emails) through the Internet that promote the USAGCLS
Service and contain a Link to the USAGCLS Site.
1.2. "Link" means an embedded graphic, icon or text
provided by USAGCLS containing a unique hypertext pointer to the URL address
for the USAGCLS Site embedded in an Advertisement and which identifies the
number of consumers that become Subscribers via the Advertisement.
1.3. . "USAGCLS Email" means any material you send by
electronic mail that promotes the USAGCLS Service. USAGCLS Emails require
advance approval by USAGCLS per Section 4.3 and are otherwise prohibited.
1.4. "USAGCLS Service" means the service currently
offered on the USAGCLS Site,
1.5. "USAGCLS Site" means the USAGCLS Internet site
that is currently located at http://www.USAGCLS.com and any other additional,
substitute or successor site that may be designated by USAGCLS under this
Agreement.
1.6. "Customer" means a person who (i) come to the USAGCLS
Site using a Link and through such Link successfully pays for the USAGCLS
Service (i.e., requiring the entry of name, address, email address, and valid
payment information) via the USAGCLS Site and (ii) has not previously paid for
the USAGCLS Service.
2. Term and Termination
2.1. The term of this Agreement
("Term") will begin upon our acceptance of your application and will
end when terminated by either party.
2.2. Either party may terminate this Agreement at any time, with
or without cause, by giving the other party notice of termination.
2.3. Upon termination of this Agreement, Affiliate shall
immediately cease serving Advertisements.
2.4. No Referral Fees or bonuses shall be due with respect to
Subscribers who register after the date of termination. We reserve the right to
withhold your final payment for a reasonable period of time as necessary to
calculate properly any amount due to you.
2.5. Upon termination of this Agreement, all rights and obligations
of the parties under this Agreement will be extinguished, except for those
rights and obligations that either by their express terms survive or that are
otherwise necessary for the enforcement of the Agreement.
3. Obligations of USAGCLS
3.1. Upon acceptance of your
application, you will have the ability to access performance reports via your
account in the USAGCLS Affiliate Network Site. The USAGCLS Affiliate Network
interface will contain certain sales reports and traffic information related to
your affiliate relationship with USAGCLS. These reports will contain estimates
of (i) the number of Internet user click-throughs to the USAGCLS Site from use
of Advertising; (ii) the number of Customers generated from the use of
Advertising.
3.2. USAGCLS shall provide you with all Advertising and you
shall use only Advertising provided by USAGCLS in promoting the USAGCLS
Service. The Advertising available for your use will be made available on the USAGCLS
Affiliate Network Site. USAGCLS shall be solely responsible for creating and
modifying all Advertising.
3.3. During the Term, USAGCLS shall pay you a fee
("Referral Fee") for each new Subscriber you deliver as of the last
day of the calendar month, as documented on the reporting system located on the
USAGCLS Affiliate Network Site. USAGCLS reserves the right to adjust the
Referral Fee payable to you to the extent of any reporting errors, fraudulent
Subscriptions or intentional manipulations of the registration process, all as
determined in our sole discretion. In addition to all other remedies available
to it, USAGCLS shall have the right to refuse to make any payment to you with
respect to any Subscriber that USAGCLS, in its sole discretion determines was
obtained as a result of promotional efforts that were in breach of this
Agreement. The Referral Fees payable shall be in accordance with the Referral
Fee pricing schedule set forth on the www.usagcls.com/affiliates.asp. USAGCLS
reserves the right to change the Referral Fees payable hereunder by providing
notice to you and reflecting such changes on the USAGCLS Payment Schedule. Any
changes to the Referral Fees shall become effective upon notice to you. Such
notice may be in the form of an email to you or by posting on the USAGCLS Affiliate
Network Site. See Section 12.3 for information about your obligations regarding
notices.
4. Obligations of Affiliate
4.1. As an Affiliate, you are
permitted to promote the USAGCLS Service only through Advertisements offered
through the methods listed below. We reserve the right, in our sole and
absolute discretion, to remove you from the USAGCLS Affiliate Network for any
or no reason whatsoever.
4.1.1.
Links from your website to the USAGCLS Site, and
4.1.2. Links or pop-under
placements on websites for which you have received express written permission
from such sites to serve such links or placements and as otherwise subject to
the limitations set forth in this Agreement.
4.2. All promotional activities
undertaken by you to promote the USAGCLS Service shall be made in accordance
with all applicable laws and regulations. You shall not complete the
registration to or otherwise interact with the USAGCLS Service on behalf of any
third party. You are only permitted hereunder to link third parties to the USAGCLS
Site. All information obtained at the USAGCLS Site from individuals linking to
the USAGCLS Site shall be the sole and exclusive property of USAGCLS and,
except as specifically provided herein, you shall neither have access to such
information nor use any device, technique or software to obtain information
from the USAGCLS Site.
4.3. If you desire to promote the USAGCLS Service (i) by
purchasing, either directly or indirectly, search terms from websites, search
engines or other directory or referral services (e.g., Overture, Google, and
Yahoo!), (ii) by incorporating keyword text into meta tags or websites or by
using other search engine optimization techniques or (iii) by distributing USAGCLS
Emails you must first get written permission from us, which may be given or
withheld in our sole and absolute discretion. We reserve the right to revoke
such permission at any time for any or no reason whatsoever.
4.4. You shall not bid or otherwise purchase, either directly or
indirectly, the search name "USAGCLS" “Green card lottery” “Green
card” “Immigration Lottery” or any misspelling or distant variant thereof from
websites, search engines or other directory referral services.
4.5. You shall not, in any way, utilize pop-over Advertisements
or Spyware to promote the USAGCLS Service. You shall replace any Advertising
displayed on your site with any new Advertising provided by USAGCLS within ten
(10) days after receiving notice from us of the new Advertising. You shall not
modify any Advertisement in any way.
4.6. Your site shall not in any way copy or resemble the look
and feel of the USAGCLS Site, nor shall you create the impression that your
site is the USAGCLS Site or a part of the USAGCLS Site. You shall not use USAGCLS
or any variation or misspellings thereof in your URL. You shall not frame or
permit the framing of any page of the USAGCLS Site.
4.7. During the Term, you will not impersonate or disparage USAGCLS,
the USAGCLS Site or the USAGCLS Service, or portray these in a derogatory or
negative manner. The content of your website will, at all times, be in good
taste. You are solely responsible for the development, operation and
maintenance of your website and will indemnify, defend and hold USAGCLS
harmless from any claims arising out of or related to your website.
5. Subaffiliates and Agents
If you operate subaffiliate networks, work with Agents or
conduct reward programs with users, you agree to the following:
5.1. Any relationships you
enter into with third parties, subaffiliates, or agents ("Agents") in
connection with your promotion of the USAGCLS Service are at your sole
discretion. USAGCLS shall not be a party to any agreement that you have with an
Agent and you are not authorized to make any commitments on behalf of USAGCLS
to such Agents, including commitments regarding payment of fees to the Agents
by USAGCLS or commitments for licenses to USAGCLS's name, logo(s), any provided
images, or other intellectual property. Agents are not third party
beneficiaries of this Agreement with USAGCLS. Any breach by your Agents of the
terms and conditions of this Agreement shall be deemed a breach of this
Agreement by you and USAGCLS shall have full recourse against you with respect
to such breach. In the event USAGCLS has approved your use of USAGCLS Emails,
as required under this Agreement, that approval is personal to you only and may
not be transferred to an Agent. An Agent may not send any USAGCLS Emails
without separate approval from USAGCLS in each instance.
5.2. You will provide USAGCLS with an up-to-date list of your
Agents (site name and url) upon request.
5.3. You agree to terminate your relationship with an Agent as
it pertains to the USAGCLS Affiliate Network if an Agent engages in any
activity that is prohibited as provided by this Agreement or if requested by USAGCLS,
and if you do not terminate such Agent within five (5) business days from USAGCLS'
request, USAGCLS reserves the right to withdraw you and all your Agents from
the Affiliate Network and to refuse payment of any monies owing to you
hereunder.
5.4. You agree not to use any of the information provided via USAGCLS
Affiliate Network Site tracking technology to identify unique individual
customer activity conducted by USAGCLS, nor to allow others to use the
technology to identify such unique customer activity, nor to access such unique
customer activity or data. You further agree not to transfer or reuse any data
generated by your activity under this Affiliate Agreement.
5.5. You are solely responsible for technical implementation and
maintenance of any linking technology or tracking parameters necessary. You are
responsible for conducting appropriate testing and verification of tracking
parameters including link creation, click through, ordering, and reporting as
necessary to insure correct and dependable operation of the SignatureID
tracking feature. You understand and agree that your failure to properly
implement the tracking feature can and will result in an inability of USAGCLS
to pay you Referral Fees, for which USAGCLS has no obligation.
6. Modification
We may modify any of the terms and conditions contained in this
Agreement at any time in our sole and absolute discretion. Modifications may
include, but are not limited to, changes in Referral Fees, payment procedures,
and permitted promotional activities. If any modification is unacceptable to
you, your only recourse is to terminate this Agreement. Your continued
participation in the Affiliate Network following our posting of a change notice
or new agreement on our site will constitute binding acceptance of change.
7. Ownership of Advertising and
Indemnification
7.1. USAGCLS represents that it
is the owner of the Advertising and has all ownership or license rights with
respect to the contents thereof. USAGCLS and Affiliate hereby acknowledge and
agree that Affiliate shall have no responsibility with respect to the content
of the Advertising supplied by USAGCLS hereunder. Any modifications to the
Advertising made by Affiliate without the written consent of USAGCLS shall void
the forgoing and Affiliate shall be liable for any damages arising therefrom.
7.2. USAGCLS shall defend, indemnify and hold Affiliate, its
directors, officers, employees, agents, affiliates, successors and assigns
harmless from and against any and all third party claims, liabilities, damages,
losses, costs and expenses (including reasonable attorneys' fees) to the extent
arising out of or related to any actual or alleged breach of this Agreement by USAGCLS,
including without limitation any infringement of any copyright, trademark or
other intellectual property right of any third party by the Advertising.
7.3. Affiliate shall defend, indemnify and hold USAGCLS, its
directors, officers, employees, agents, affiliates, successors and assigns
harmless from and against any and all third party claims, liabilities, damages,
losses, costs and expenses (including reasonable attorneys' fees) to the extent
arising out of or related to any breach or alleged breach of this Agreement by
Affiliate, including without limitation any breach of Affiliate's obligations
under Section 4 above, and the confidentiality obligations outlined in Section
11 below.
7.4. Any party seeking indemnification under this Section 7
shall promptly notify the indemnifying party in writing of the claim and shall
reasonably cooperate with the indemnifying party with respect to such claim.
The indemnifying party will be entitled to control the defense and settlement
of any claim against which the other party seeks indemnification with counsel
of its own choosing and at its own expense; provided, that the indemnified
party will be entitled to approve any non-monetary settlement.
7.5. The indemnity obligations under this Section 7 shall
survive termination of this Agreement.
8. Warranty Disclaimer
Except as expressly set forth herein, neither party makes any
representations or warranties, express or implied, including any express or
implied warranty of merchantability, fitness for a particular purpose, or
non-infringement, or any representation or warranty as to any revenues or other
economic or non-economic benefit that may accrue to the other party by reason
of its participation in this Agreement. Furthermore, USAGCLS specifically makes
no representation or warranty relative to the performance levels or continuous
operation of the USAGCLS Site or the USAGCLS Affiliate Network Site.
9. Limitation of Liability
USAGCLS WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT,
SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR IN
RELATED TO THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. THIS LIMITATION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
10. Public Announcements
Neither party may make any public announcement about the terms
of the Agreement without the other party's prior written approval and consent.
The parties agree that there will be no press releases issued in connection
with this Agreement and you may not identify or list USAGCLS as a provider of
Advertising to you without prior written approval from USAGCLS.
11. Confidentiality
Each party acknowledges that by reason of its relationship to
the other party hereunder it will have access to certain information and
materials concerning the other's business, plans, customers, technology,
products and services that are confidential and of substantial value to the
other party, which value would be impaired if such information were disclosed
to third parties. In particular, the parties hereto acknowledge that the
information regarding Subscribers obtained during the Term and the
effectiveness of Advertising hereunder are highly confidential and valuable to USAGCLS.
Each party agrees that it shall not use in any way for its own account or the
account of any third party, nor disclose to any third party, any such
information revealed to it as a result of or arising out of the relationship
hereunder (other than to fulfill its obligations under this Agreement). Each
party shall take every reasonable precaution to protect the confidentiality of
such information. This Section shall survive termination of this Agreement.
12. General Provisions
12.1. This Agreement will be
governed by the laws of the state of California,
without reference to its choice of law rules.
12.2. No waiver of any provision of this Agreement shall
constitute a continuing waiver, and no waiver shall be effective unless made in
a signed writing.
12.3. Notices and other communications to you, as required or
permitted to be given hereunder, shall be posted on the USAGCLS Affiliate
Network Site and/or otherwise e-mailed to the e-mail address provided in your
application and shall be deemed effective upon posting or e-mailing, as
applicable. You are responsible for updating your contact information within
the USAGCLS Affiliate Network, and USAGCLS has no responsibility for any
inability to contact you due to obsolete or incorrect contact information or
due to any spam filters or other communication blocking devices you may employ.
Notice or other communications to USAGCLS shall be sent by e-mail to affiliates@USAGCLS.com and shall be
deemed effective five business days after e-mailing.
12.4. This Agreement may not be assigned or otherwise
transferred by you without the express written consent of USAGCLS.
12.5. The division of this Agreement into separate sections,
subsections and/or exhibits and the insertion of titles or headings is for
convenience of reference only and shall not affect the construction or
interpretation of this Agreement.
12.6. You and USAGCLS are independent contractors and nothing in
this Agreement will create any partnership, joint venture or agency
relationship. You'll have no authority to make or accept any offers,
warranties, or representations on our behalf. You will not make any statement,
whether on your site or otherwise, that would cause confusion as to our
relationship with you or otherwise contradict anything in this Section.
12.7. Each party hereby represents that it has the authority and
capacity to enter into this Agreement, including that all individuals executing
this Agreement are 18 years of age or older.
The submission of your application shall constitute your
agreement to be bound by the terms and conditions of this Agreement.
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