Esuga
Affiliate Program Terms & Conditions
This
Agreement contains the complete terms and conditions that apply to your
participation as a member of the eSuga.com
Affiliate Program (the "Program") operated by eSuga.com
(hereinafter, "the Company," "we" or "us"). As used
in this Agreement, "you" or "your" means the
applicant/participating member.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND "THE COMPANY". BY CHECKING THE "I
AGREE" BOX ON OUR JOINING FORM YOU ARE STATING THAT YOU HAVE READ AND
UNDERSTAND THE TERMS AND CONDITIONS SET FORTH HEREIN AND ARE INDICATING YOUR
ACCEPTANCE OF THIS AFFILIATE PROGRAM AGREEMENT AND YOU AGREE TO BE BOUND BY THE
TERMS HEREOF. YOU CANNOT BECOME A MEMBER OF THE AFFILIATE PROGRAM UNLESS YOU
HAVE ACCEPTED EACH AND EVERY TERM HEREOF.
1.
Enrollment in this Program.
To begin the enrollment process, you will submit a completed application
through our website http://www.esuga.com/affiliate/user/.
We will evaluate your application in good faith and will notify you of your
acceptance or rejection. We will reject your application if we determine that
you have provided inaccurate or incomplete signup information, determine that
you are under 18 years of age (21 in some jurisdictions) or determine that your
site is unsuitable for the Program for any reason, including but not limited
to, if your site incorporates images or content that is unlawful, defamatory,
obscene, harassing or otherwise objectionable such as sites that facilitate
illegal activity or promote violence, promote or assist others in promoting
copyright infringements (collectively "Content Restrictions"). Again,
you must be at least eighteen (18) years of age (or older if legal age of
majority is more than 18) to participate in this Program.
2.
Utilizing Links on Your Site.
As an affiliate website of "THE COMPANY" ("Affiliate Site") you may use
any form of promotion you choose consistent with the terms of this Agreement.
You may use banner advertisements, button links and/or text links to our site
(the "Links"), however, you cannot employ deceptive language or
misleading URLs in the Links, and you CANNOT MARKET BY SENDING UNSOLICITED BULK
E-MAILS!!! (As used herein "UBE" or "Spam" refers to the transmission
of unsolicited bulk e-mails, i.e., not derived from a verifiable opt-in program
or sent absent of a prior business relationship with the recipient). Any activity
by you or on your behalf that we determine or reasonably suspect to be the
result of an "UBE" program will result in your immediate
termination from the Program and your forfeiting of monies otherwise due you
hereunder. (For further guidelines on this topic please see Section 5 below.)
Allowable promotional links may contain "The Company's" trade names, service marks
and/or logos for display on your "Affiliate Site". Subject to the terms and
conditions hereof you are granted a limited, non-exclusive, non-transferable
license to access and download such Links and other designated promotional
materials for placement on your Affiliate Site for the sole and exclusive
purpose of promoting websites owned, operated or controlled by "THE COMPANY". In
utilizing the "Links", you agree that you will cooperate fully with us in order
to establish and maintain such Link or Links. A "Link" may only be visually
modified with our prior consent.
3.
Commissions.
The eSuga.com Program offers a 25%
(twenty-five percent) commission payout for ALL LIFETIME deposits made by users
who have registered with the eSuga.com service
through using your linking codes.
Each eSuga.com
user that registers on the eSuga.com website after coming to the site
using your linking code will be tagged in the eSuga.com database so that you are credited
for ANY AND ALL SALES TO THAT USER FOR LIFE.
All refunds and charge backs incurred by eSuga.com
on your account shall be deducted from the commission payment due to you from
your sales during the corresponding period.
eSuga.com has the right to deny or
withhold payment or part of a payment from affiliates and/or to terminate
affiliates from the Program if there is an abnormal number of charge backs,
refunds or cancellations of memberships or subscriptions which have been
referred to eSuga.com through the "affiliate's"
websites. eSuga.com shall determine, in its sole
and absolute judgment, what constitutes an abnormal number of charge backs,
refunds or cancellations of memberships or subscriptions.
These Commission Rates are subject to change from time to time upon e-mail
notice to you and commencing 10 (ten) days following such notice. Note that
a commission will only be paid if the visitor to our site can be tracked by the
system from the time of the "Link" to the time of the sale. No commission will be
paid if the visitor's payment to our site cannot be tracked directly to your
site by our system or if full payment for services is not made to us by the
customer. No commission will be paid for signups by you or anyone within your
organization. "Affiliates" are prohibited from "referring" their own
accounts/sales ("self-referrals") doing so will result in termination of
all Program accounts operated by the "Affiliate".
4.
Commission Payment.
Commissions due and owing to you under the Program will be paid to you directly
by eSuga.com on a monthly basis for the
prior month's activity in it's entirety. Payments due and owing to you for a pay
period of less than AUD$50.00 will be rolled over into subsequent payment
periods until at least AUD$50.00 is reached, at which time you will receive
payment in the next pay period. Payments will be in the form of PayPal transfer in Australian dollars
(AUD$) payable to you, as identified in your application.
Commission payments are
calculated on the 16th of each month for the period covering the entire
previous calendar month.
You may request and
receive payment via bank wire transfer, provided, you pay the costs associated
with the wire should your payout level be set below $500. For payments via wire transfer
of $500 and over eSuga.com will pay all outgoing wire
fees. If you dispute the manner or amount of calculation of your commission
with regard to any given payment period, you must inform eSuga.com
within sixty (60) days of said payment, otherwise you are deemed to have waived
your right to challenge accepted said payment calculation.
5.
ILLEGAL/IMMORAL/INAPPROPRIATE SITES AND MARKETING METHODS
We have the right to immediately, and without notice, terminate your
participation in the Program if we, in our sole and exclusive judgment,
conclude that you use a illegal, immoral or inappropriate website or marketing
method to advertise eSuga.com,
YOU WILL BE BARRED FROM FUTURE PARTICIPATION IN THE PROGRAM AND ALL FUNDS
OTHERWISE DUE TO YOU WILL BE FORFEITED TO "THE COMPANY".
6.
eSuga ANTI SPAM POLICY
To comply with the US
Federal Law, CAN-SPAM Act of 2003, eSuga.com
will strictly enforce the eSuga Anti SPAM Policy (CLICK HERE TO VIEW).
You acknowledge you had
read and will full comply with the provisions of the eSuga Anti SPAM Policy (CLICK HERE TO VIEW).
7.
Non-Exclusive Limited License and Use of Affiliate Logos and Trademarks.
You grant us a non-exclusive license to utilize your names, titles, logos and
trademarks (collectively the "Affiliate Trademarks") to advertise,
market, promote and publicize in any manner our rights hereunder.
Notwithstanding anything herein to the contrary, we shall not be required to so
advertise, market, promote or publicize. You hereby represent and warrant that
you are the sole and exclusive owner of the "Affiliate Trademarks" and have the
right and power to grant to us the license to use same in the manner
contemplated herein and such grant does not or will not (i) breach, conflict
with or constitute a default under any agreement or other instrument applicable
to you or binding upon you or (ii) infringe upon any trademark, trade name,
service mark, copyright, or other proprietary right of any other person or
entity. This license shall terminate upon the effective date of the expiration or
termination of this Agreement.
8.
Responsibility for Your Site.
You will be solely responsible for the development, operation and maintenance
of your site and for all materials that appear on your site. You are not an
agent of "the Company" and we shall have no responsibility for the development,
operation and maintenance of your site and for all materials that appear on
your site. You shall also be responsible for ensuring that materials posted on
your site do not violate or infringe upon any laws and/or the rights of any
third party (including, for example: copyrights, trademarks, privacy, or other
personal or proprietary rights) and ensuring that materials posted on your
site are not libelous or otherwise illegal. You must have express permission 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. In addition to the foregoing, we will
immediately terminate your participation in the Program if we believe you have
engaged in any of the following:
- Unsolicited bulk e-mail (see Section 6, above), IRC postings, forged header
mailings or any other form of mailing, including but not limited to, newsgroups
or AOL customers or otherwise violate the anti-UBE policies of ISPs or state
law;
- Provide inaccurate or incomplete information to "THE COMPANY" concerning your
identity, bank account, address or other required information;
- Attempt to cheat, defraud or mislead us in any way;
- Misrepresent to the public the terms and conditions or content of our sites
or your sites;
- Promote passwords, illegal downloads, or Warez;
- Own or operate a website in connection with a person who is under 18 years of
age;
IN SHORT, WE EXPECT
"INDEED DEMAND", THAT YOU ACT WITH THE HIGHEST ETHICAL STANDARDS
UNDER THIS AGREEMENT.
9.
Test Joins / Accounts
eSuga.com does not pay for affiliate
test joins. We have no problem with you testing your account by joining
yourself. But you must notify eSuga.com
by Email. Please Email us the site, date and username you joined with, so we
can cancel the test join and any payment. We will not pay on a join that we feel is a test
join.
10.
Procedure Relating to alleged or Actual Third Party Rights Infringement by a
Participating Webmaster.
Upon "The Company's" receipt of a proper notice of alleged copyright, trademark,
service mark or publicity rights violation by your participating website
("THE COMPANY" will notify you and ask that you provide written documentation of your
right to use the alleged infringing material in your website. That
documentation must be: (a) a license of the rights; (b) consent from the rights
holder or their agent; or (c) a written statement from you or your attorney (in
either email or fax form) explaining your claim to have a lawful right, or a
legal defense, to display the allegedly infringing material.
If you do provide "THE COMPANY" with the appropriate rights documentation (a, b or c
above) "THE COMPANY" will forward that documentation to the rights holder or their
agent, as appropriate. Should the rights holder/agent not be satisfied "THE COMPANY"
will provide the rights holder/agent with your contact information in order
that they may contact you and pursue any remaining dispute with you directly.
If you fail to provide the "THE COMPANY" an appropriate written response (a, b or c
above), you will have ten (10) days from the date of "The Company's" original
notification to you to remove the complained of content. Should you fail to
remove said content within ten(10) days, the referring URL containing the
complained of content will be blocked and any funds otherwise due and payable
to "You" relating to the referring URL will be forfeited UNTIL SUCH TIME AS YOU
PROVIDE AN APPROPRIATE WRITTEN RESPONSE. You will also be placed in an
"infringer" database and should repeated complaints be made against
you for rights violations, "THE COMPANY" has the right to permanently terminate you
from the eSuga.com program.
HOW TO REPORT ALLEGED RIGHTS INFRINGEMENT BY A
WEBMASTER PARTICIPATING IN THE eSuga.com PROGRAM:
If you are the holder, or authorized representative of the holder, of a
copyright, trademark, service mark, or publicity right that you have reason to
believe is being infringed by a third party webmaster participating in the eSuga.com
program, please email abuse@esuga.com
11.
Term of the Agreements.
The term of this Agreement will begin upon our acceptance of your Affiliate
Program Application and will end when terminated by either party. Either you or
we may terminate this Agreement at any time, with or without cause, by giving
the other party notice of termination. Notice by e-mail, to your e-mail address
on our records, is considered sufficient notice for us to terminate this
Agreement. If this Agreement is terminated because you have violated the terms
of this Agreement you are not eligible to receive any commission payments,
even for commissions earned prior to the date of termination. If this Agreement
is terminated for any other reason, you are only eligible to earn a commission
on sales occurring during the term of the Agreement, commissions earned
through to the date of termination will remain payable only if the related orders
are not canceled or returned. We reserve the right to withhold your final
payment for a reasonable time to ensure that the correct amount is paid.
12.
Modification.
We may modify any of the terms and conditions contained in this Agreement at
any time and at our sole discretion. Notice of any change will be made via e-mail to your
address on our records or the posting on our site of a notice change of a new
agreement, is considered sufficient notice for notifying you of a modification
to the terms and conditions of this Agreement. Modifications may include, but
are not limited to, changes in the scope of available commission fees,
commission schedules, payment procedures and Affiliate Program rules. All such
modifications shall take effect 48 hours after we serve notice as provided
above, unless we indicate otherwise. If any modification is unacceptable to
you, your only recourse is to terminate this Agreement. Your continued participation
in the "Affiliate Program", following our posting of a change notice or new
agreement on our site, will constitute binding acceptance of the change.
13.
Relationship of Parties.
"You" and "THE COMPANY" are
independent contractors and nothing in this Agreement will create any
partnership, joint venture, agency franchise, sales representative or
employment relationship between the parties. You will have no authority to make
or accept any offers or representations on our behalf. You will not make any
statement, whether on your site or otherwise, that reasonably would contradict
anything in this section. You are not an agent of the "THE COMPANY" and "THE COMPANY"
expressly disclaims responsibility for any conduct by you in violation of our
terms of agreement.
14.
Limitation of Liability.
We will not be liable for indirect, special, consequential damage or any
loss of revenue, profits or data arising in connection with this Agreement or
the Affiliate Program, even if we have been advised of the possibility of such
damages. Further, our aggregate liability arising with respect to this
Agreement and the Affiliate Program will not exceed the total commissions paid
or payable to you under this Agreement.
15.
Disclaimers.
We make no express or implied warranties or representations with respect to the
Affiliate Program or any "THE COMPANY" services or other items sold through the
Program (including without limitation, warranties of fitness, merchantability,
non-infringement, or any implied warranties arising out of a course of performance,
dealing, or trade usage). In addition, we make no representation that the
operation of our site will be uninterrupted or error-free and we will not be
liable for the consequences of any interruptions or errors.
16.
Representations and Warranties.
You hereby represent and warrant to us that this Agreement has been duly and
validly executed and delivered by you and constitutes your legal, valid and
binding obligation, enforceable against you in accordance with its terms and
that the 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. Should any law enforcement
agency or internet service provider provide "THE COMPANY" with notice that you have
engaged in transmission of unsolicited bulk e-mails or have otherwise engaged
in unlawful conduct or conduct in violation of said service provider's terms of
service, we reserve the right to cooperate in any investigation relating to
your activities including disclosure of your account information in connection
therewith.
17.
Confidentiality.
We may disclose to you certain information as a result of your participation as
part of the Program, information we consider to be confidential (herein
referred to as "Confidential Information"). For purpose of this
Agreement, the term "Confidential Information" shall include but not
be limited to, any modifications to the terms and provisions of this Affiliate
Program Agreement made specifically for your site and not generally available
to other members of the Affiliate Program, website, business and financial
information relating to "THE COMPANY", customer and vendor lists relating to "THE COMPANY"
and any members of the Affiliate Program, other than you. Confidential
Information shall also include any information that we designate as
confidential during the term of this Agreement. You agree not to disclose any
Confidential Information and that such Confidential Information shall also
include any information that we designate as confidential during the term of
this Agreement. You agree not to disclose any Confidential Information and that
such Confidential Information shall remain strictly confidential and secret and
shall not be utilized, directly or indirectly, by you for your own business
purposes or for any other purpose except and solely to the extent that any such
information is generally known or available to the public or if same is
required by law or legal process. Should you receive a court notice, complaint
or subpoena requesting or seeking to compel disclosure of Confidential
Information, you shall immediately inform "THE COMPANY" and "THE COMPANY" shall have the
right and be given the opportunity to obtain a protective order to prevent
disclosure of such Confidential Information. We make no warranty, expressed or
implied, with respect to any information delivered hereunder including implied
warranties of merchantability, fitness for a particular purpose or freedom from
patent, trademark or copyright infringements, whether arising by law, custom or
conduct, or as to the accuracy or completeness of the information and we shall
not have any liability to you or to any other person resulting from your or
such third person's use of the information.
18.
Indemnification.
You hereby agree to indemnify, defend and hold harmless "THE COMPANY", its
shareholders, officers, directors, employees, agents, affiliates, successors
and assigns from and against any and all claims, losses, liabilities, damages
or expense (including attorneys' fees and costs) of any nature whatsoever
incurred or suffered by us (collectively the Losses), in so far as
such Losses (or actions in respect thereof) arise out of or are based on (i)
any claim or threatened claim that our use of the Affiliate Trademarks
infringes on the rights of any third party; (ii) the breach of any promise,
covenant, representation or warranty made by you herein; or (iii) or any claim
related to your site.
19.
Prohibited Countries.
Prohibited Countries: Due to excessive fraud attempts, we do not allow
webmasters who reside in the following countries to participate in our program:
Afghanistan, Albania, Algeria, Andorra, Angola, Anguilla, Antarctica, Antigua
and Barbuda, Argentina, Armenia, Aruba, Azerbaijan, Bahamas, Bahrain,
Bangladesh, Barbados, Belarus, Belize, Benin, Bermuda, Bhutan, Bolivia, Bosnia
and Herzegowina, Botswana, Bouvet Island, Brazil, British Indian Ocean
Territory, Brunei Darussalam, Bulgaria, Burkina Faso, Burundi, Cambodia,
Cameroon, Cape Verde, Cayman Islands, Central African Republic, Chad, Chile,
China, Christmas Island, Cocos (Keeling) Islands, Colombia, Comoros, Congo,
Congo, Democratic Republic of Cook Islands, Costa Rica, Cote D'Ivoire, Croatia
(local name: Hrvatska), Cuba, Cyprus, Czech Republic, Djibouti, Dominica,
Dominican Republic, East Timor, Ecuador, Egypt, El Salvador, Equatorial Guinea,
Eritrea, Estonia, Ethiopia, Falkland Islands (Malvinas), Faroe Islands, Fiji, France,
Metropolitan, French Guiana, French Polynesia, French Southern Territories,
Gabon, Gambia, Georgia, Ghana, Gibraltar, Greenland, Grenada, Guadeloupe, Guam,
Guatemala, Guinea, Guinea-Bissau, Guyana, Haiti, Heard and Mc Donald Islands,
Holy See (Vatican City State), Honduras, Hungary, India, Indonesia, Iran
(Islamic Republic of), Iraq, Israel, Jamaica, Japan, Jordan, Kazakhstan, Kenya,
Kiribati, Korea, People's Republic of Korea, Republic of Kuwait, Kyrgyzstan,
Lao People's Democratic Republic, Latvia, Lebanon, Lesotho, Liberia, Libyan
Arab Jamahiriya, Lithuania, Macau, Macedonia, Madagascar, Malawi, Malaysia,
Maldives, Mali, Malta, Marshall Islands, Martinique, Mauritania, Mauritius,
Mayotte, Mexico, Micronesia, Federated States of Moldova, Republic of Monaco,
Mongolia, Montserrat, Morocco, Mozambique, Myanmar, Namibia, Nauru, Nepal,
Netherlands Antilles, New Caledonia, New Zealand, Nicaragua, Niger, Nigeria,
Niue, Norfolk Island, Northern Mariana Islands, Oman, Pakistan, Palau,
Palestinian Territory, Occupied Panama, Papua New Guinea, Paraguay, Peru,
Philippines, Pitcairn, Poland, Qatar, Reunion, Romania, Russian Federation,
Rwanda, Saint Kitts and Nevis, Saint Lucia, Saint Vincent and The Grenadines,
Samoa, San Marino, Sao Tome and Principe, Saudi Arabia, Senegal, Seychelles,
Sierra Leone, Singapore, Slovakia (Slovak Republic), Slovenia, Solomon Islands,
Somalia, South Africa, South Georgia & South Sandwich Islands, Sri Lanka,
St. Helena, St. Pierre and Miquelon, Sudan, Suriname, Svalbard and Jan Mayen
Islands, Swaziland, Syrian Arab Republic, Taiwan, Province of China,
Tajikistan, Tanzania, United Republic of Thailand, Togo, Tokelau, Tonga,
Trinidad and Tobago, Tunisia, Turkey, Turkmenistan, Turks and Caicos Islands,
Tuvalu, Uganda, Ukraine, United Arab Emirates, United States Minor Outlying
Islands, Uruguay, Uzbekistan, Vanuatu, Venezuela, Viet Nam, Virgin Islands
(British), Virgin Islands (U.S.), Wallis and Futuna Islands, Western Sahara,
Yemen, Yugoslavia, Zambia, Zimbabwe.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND "THE COMPANY". BY
CHECKING THE "I AGREE" BOX ON OUR JOIN FORM YOU ARE STATING THAT YOU
HAVE READ AND UNDERSTAND THE TERMS SET FORTH HEREIN AND ARE INDICATING YOUR
ACCEPTANCE OF THIS AFFILIATE PROGRAM AGREEMENT AND YOU AGREE TO BE BOUND BY THE
TERMS THEREOF.
Note: Your Affiliate Program Application will be presented upon accepting this
Affiliate Program Agreement.
Version 1.0 - 25
August 2008