AFFILIATE AGREEMENT
PLEASE READ THE ENTIRE AGREEMENT.
YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND TIMEDIX.COM
BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT
YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND
THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
1. Overview
This Agreement contains the complete terms and conditions
that apply to you becoming an affiliate in Timedix.com's Affiliate Program. The
purpose of this Agreement is to allow HTML linking between your web site and
the Timedix.com web site. Please note that throughout this Agreement,
"we," "us," and "our" refer to Timedix.com, and
"you," "your," and "yours" refer to the
affiliate.
2. Affiliate Obligations
2.1. To begin the enrollment process, you will complete and
submit the online application at https://timedix.com/affiliate , which is
processed by OpenCart. We may reject your application at our sole discretion.
We may cancel your application if we determine that your site is unsuitable for
our Program, including if it:
2.1.1. Promotes sexually explicit materials
2.1.2. Promotes violence
2.1.3. Promotes discrimination based on race, sex, religion,
nationality, disability, sexual orientation, or age
2.1.4. Promotes illegal activities
2.1.5. Incorporates any materials which infringe or assist
others to infringe on any copyright, trademark or other intellectual property
rights or to violate the law
2.1.6. Includes "Timedix" or variations or
misspellings thereof in its domain name
2.1.7. Is otherwise in any way unlawful, harmful,
threatening, defamatory, obscene, harassing, or racially, ethnically or
otherwise objectionable to us in our sole discretion.
2.1.8. Contains software downloads that potentially enable
diversions of commission from other affiliates in our program.
2.1.9. You may not create or design your website or any
other website that you operate, explicitly or implied in a manner which
resembles our website nor design your website in a manner which leads customers
to believe you are Timedix.com or any other affiliated business.
2.2. As a member of Timedix.com's Affiliate Program, you
will have access to Affiliate Account Manager. Here you will be able to review
our Program’s details and previously-published affiliate newsletters, download
HTML code (that provides for links to web pages within the Timedix.com web
site) and banner creatives, browse and get tracking codes for our coupons and
deals. In order for us to accurately keep track of all guest visits from your
site to ours, you must use the HTML code that we provide for each banner, text
link, or other affiliate link we provide you with.
2.3. Timedix.com reserves the right, at any time, to review
your placement and approve the use of Your Links and require that you change
the placement or use to comply with the guidelines provided to you.
2.4. The maintenance and the updating of your site will be
your responsibility. We may monitor your site as we feel necessary to make sure
that it is up-to-date and to notify you of any changes that we feel should
enhance your performance.
2.5. It is entirely your responsibility to follow all
applicable intellectual property and other laws that pertain to your site. You
must have express permission to use any person's copyrighted material, whether
it be a writing, an image, or any other copyrightable work. We will not be
responsible (and you will be solely responsible) if you use another person's
copyrighted material or other intellectual property in violation of the law or
any third party rights.
3. Timedix.com Rights and Obligations
3.1. We have the right to monitor your site at any time to
determine if you are following the terms and conditions of this Agreement. We
may notify you of any changes to your site that we feel should be made, or to
make sure that your links to our web site are appropriate and to notify further
you of any changes that we feel should be made. If you do not make the changes
to your site that we feel are necessary, we reserve the right to terminate your
participation in the Timedix.com Affiliate Program.
3.2. Timedix.com reserves the right to terminate this
Agreement and your participation in the Timedix.bg Affiliate Program
immediately and without notice to you should you commit fraud in your use of
the Timedix.bg Affiliate Program or should you abuse this program in any way.
If such fraud or abuse is detected,Timedix.bg shall not be liable to you for
any commissions for such fraudulent sales.
3.3. This Agreement will begin upon our acceptance of your
Affiliate application, and will continue unless terminated hereunder.
4. Termination
Either you or we may end this Agreement AT ANY TIME, with or
without cause, by giving the other party written notice. Written notice can be
in the form of mail, email or fax. In addition, this Agreement will terminate
immediately upon any breach of this Agreement by you.
5. Modification
We may modify any of the terms and conditions in this
Agreement at any time at our sole discretion. In such event, you will be
notified by email. Modifications may include, but are not limited to, changes
in the payment procedures and Timedix.com's Affiliate Program rules. If any
modification is unacceptable to you, your only option is to end this Agreement.
Your continued participation in Timedix.com's Affiliate Program following the
posting of the change notice or new Agreement on our site will indicate your
agreement to the changes.
6. Payment
6.1. Timedix.com is obligated to pay you the amount due till
the 10th every month via wire transfer or PayPal in EURO or BGN.
6.2. The minimum transfer amount is 10 EURO. For commissions
less than 10 EURO, would be paid only after the outstanding balance exceeds
this amount over the next transaction period.
6.3 Timedix.com would NOT cover any additional bank fees or
exchanges rates that might occur during the transactions.
7. Access to Affiliate Account Interface
You will create a password so that you may enter in our
online system based on OpenCart. From our website site you will be able to
receive your reports that will describe our calculation of the commissions due
to you.
8. Promotion Restrictions
8.1. You are free to promote your own web sites, but
naturally any promotion that mentions Timedix.com could be perceived by the
public or the press as a joint effort. You should know that certain forms of
advertising are always prohibited by Timedix.com. For example, advertising
commonly referred to as "spamming" is unacceptable to us and could cause
damage to our name. Other generally prohibited forms of advertising include the
use of unsolicited commercial email (UCE), postings to non-commercial
newsgroups and cross-posting to multiple newsgroups at once. In addition, you
may not advertise in any way that effectively conceals or misrepresents your
identity, your domain name, or your return email address. You may use mailings
to customers to promote Timedix.com so long as the recipient is already a
customer or subscriber of your services or web site, and recipients have the
option to remove themselves from future mailings. Also, you may post to
newsgroups to promote Timedix.com so long as the news group specifically
welcomes commercial messages. At all times, you must clearly represent yourself
and your web sites as independent from Timedix.com. If it comes to our
attention that you are spamming, we will consider that cause for immediate
termination of this Agreement and your participation in the Timedix.com
Affiliate Program. Any pending balances owed to you will not be paid if your
account is terminated due to such unacceptable advertising or solicitation.
8.2. Affiliates that among other keywords or exclusively bid
in their Pay-Per-Click campaigns on keywords such as Timedix.bg, timedix, ,
www.timedix, www.timedix.bg, and/or any misspellings or similar alterations of
these – be it separately or in combination with other keywords – and do not
direct the traffic from such campaigns to their own website prior to
re-directing it to ours, will be considered trademark violators, and will be
banned from Timedix’s Affiliate Program. We will do everything possible to
contact the affiliate prior to the ban. However, we reserve the right to expel
any trademark violator from our affiliate program without prior notice, and on
the first occurrence of such PPC bidding behavior.
8.3. Affiliates are not prohibited from keying in prospect’s
information into the lead form as long as the prospects’ information is real
and true, and these are valid leads (i.e. sincerely interested in Timedix’s
service).
9. Grant of Licenses
9.1. We grant to you a non-exclusive, non-transferable,
revocable right to (i) access our site through HTML links solely in accordance
with the terms of this Agreement and (ii) solely in connection with such links,
to use our logos, trade names, trademarks, and similar identifying material
(collectively, the "Licensed Materials") that we provide to you or
authorize for such purpose. You are only entitled to use the Licensed Materials
to the extent that you are a member in good standing of Timedix.com's Affiliate
Program. You agree that all uses of the Licensed Materials will be on behalf of
Timedix.com and the good will associated therewith will inure to the sole
benefit of Timedix.bg.
9.2. Each party agrees not to use the other's proprietary
materials in any manner that is disparaging, misleading, obscene or that
otherwise portrays the party in a negative light. Each party reserves all of
its respective rights in the proprietary materials covered by this license. Other
than the license granted in this Agreement, each party retains all right,
title, and interest to its respective rights and no right, title, or interest
is transferred to the other.
10. Disclaimer
TIMEDIX.COM MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR
WARRANTIES REGARDING Timedix.bg SERVICE AND WEB SITE OR THE PRODUCTS OR
SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF Timedix.bg ABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED
AND EXCLUDED. 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.
11. Representations and Warranties
You represent and warrant that:
11.1. 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;
11.2. You have the full right, power, and authority to enter
into and be bound by the terms and conditions of this Agreement and to perform
your obligations under this Agreement, without the approval or consent of any
other party;
11.3. You have sufficient right, title, and interest in and
to the rights granted to us in this Agreement.
12. Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT
MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY
OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,
SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR
GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL Timedix.bg'S CUMULATIVE
LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN
CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE
THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
13. Indemnification
You hereby agree to indemnify and hold harmless Timedix.com,
and its subsidiaries and affiliates, and their directors, officers, employees,
agents, shareholders, partners, members, and other owners, against any and all
claims, actions, demands, liabilities, losses, damages, judgments, settlements,
costs, and expenses (including reasonable attorneys' fees) (any or all of the
foregoing hereinafter referred to as "Losses") insofar as such Losses
(or actions in respect thereof) arise out of or are based on (i) any claim that
our use of the affiliate trademarks infringes on any trademark, trade name,
service mark, copyright, license, intellectual property, or other proprietary
right of any third party, (ii) any misrepresentation of a representation or
warranty or breach of a covenant and agreement made by you herein, or (iii) any
claim related to your site, including, without limitation, content therein not
attributable to us.
14. Confidentiality
All confidential information, including, but not limited to,
any business, technical, financial, and customer information, disclosed by one
party to the other during negotiation or the effective term of this Agreement
which is marked "Confidential," will remain the sole property of the
disclosing party, and each party will keep in confidence and not use or
disclose such proprietary information of the other party without express
written permission of the disclosing party.
15. Miscellaneous
15.1. You agree that you are an independent contractor, and
nothing in this Agreement will create any partnership, joint venture, agency,
franchise, sales representative, or employment relationship between you and
Timedix.com. 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 any
other of Your Site or otherwise, that reasonably would contradict anything in
this Section.
15.2. Neither party may assign its rights or obligations
under this Agreement to any party, except to a party who obtains all or
substantially all of the business or assets of a third party.
15.3. This Agreement shall be governed by and interpreted in
accordance with the laws of Republic of Bulgaria. without regard to the
conflicts of laws and principles thereof.
15.4. You may not amend or waive any provision of this
Agreement unless in writing and signed by both parties.
15.5. This Agreement represents the entire agreement between
us and you, and shall supersede all prior agreements and communications of the
parties, oral or written.
15.6. The headings and titles contained in this Agreement
are included for convenience only, and shall not limit or otherwise affect the
terms of this Agreement.
15.7. If any provision of this Agreement is held to be
invalid or unenforceable, that provision shall be eliminated or limited to the
minimum extent necessary such that the intent of the parties is effectuated,
and the remainder of this agreement shall have full force and effect.
