BoneTown Affiliate Program User Agreement
This Affiliate Service Agreement (the "Agreement") is made by and between DWC Software Ltd. Co., ('Company', 'We', 'Us', 'Our') and you, as an Affiliate utilizing the BoneTown affiliate service ("You", "Your", "Affiliate") and directing traffic to the website who will then purchase BoneTown ('Product').
You must agree to abide by the terms and conditions contained in this Agreement in order to participate. Please read this Agreement carefully before registering and using the Service as an Affiliate. By signing up for the BoneTown Affiliate Program, you indicate Your full acceptance of this Agreement and its terms and conditions. If You do not accept this Agreement, do not use the BoneTown Affiliate Program as an Affiliate.
The following agreement is summarized as follows:
Affiliate Guidelines
o To sign up as an Affiliate of BoneTown and to use the Service as an Affiliate you must be at least 18 (eighteen) years of age.
o If Affiliate is a resident of the United States, they must supply a valid tax-id, which may be a social security number for individuals, or a federal tax-id for corporations or entities. For US citizens, a W-9 form must be completed no later than when your payments reach the amount of $600. Affiliates are liable for payment of their own taxes. International affiliates are solely responsible for their own tax liability in their own country, and Company takes no responsibility for this.
o Affiliate must sign up using their real legal name.
o Affiliate's physical address listed must be their actual address, and each affiliate must have a valid address to sign up for the Program. Checks will be mailed only to the address listed on Affiliate's account page.
o Affiliate may place our banners anywhere on their site as they see fit, or within non-spam emails.
o Affiliate may place banners or links within their newsletters, in content of their website, or within other web related content.
o Affiliate may remove said link from a Referring Web Site and re-link to our web site at any time without prior approval.
o Affiliate may not display the BoneTown or D-Dub Software name or link in any way that may defame us or mislead the customer.
o Affiliate is solely responsible for ensuring that Affiliate's assigned URL is used in Affiliate's advertising, and Affiliate agrees that we cannot calculate referral fees otherwise.
o Affiliate may not link to our site from sites which promote Hate, which are aimed at children, or which promote Spam.
o Affiliate must immediately notify Company of all web pages that contain a reference link to Company.
o If the Affiliate specifies a price point for our Services in its marketing and advertising, it shall ensure that it is updated regularly to reflect current pricing.
o Affiliate may not put our web site in frames under any circumstances.
o As an affiliate, you can only have 1 (one) account. You can list multiple domains in one account, but only one account is allowed.
o Self-referrals for affiliate or Company accounts are strictly prohibited.
o NOT ALLOWED: All other uses of banners or links, such as newsgroups, chat rooms, ICQ, message boards, banner networks, hit farms, counters, or guestbooks etc. are not allowed EXCEPT with express written permission from Company.
o NOT ALLOWED: Any placement of creative in a "Desktop" advertising scheme. This includes any and all 3rd party advertising platforms that use a desktop application to display ads in any form.
o NOT ALLOWED: Any display of a Company window that isn't the result of a direct click by the end-user.
o If Affiliate runs or utilizes an incentive website, Affiliate MAY participate in BoneTown's affiliate programs ONLY IF Affiliate receives specific written (fax or email are ok as well) permission from the Company. Affiliate must also copy this specific permission to Company, and that permission must detail exactly what kind of incentive users have to click the links. Without this permission, Affiliate's commissions may be voided. Affiliate is allowed to participate in regular pay-per-sale programs without any special permission.
o Fraud by an Affiliate is a serious offense, and will be treated as such. Fraud is defined as any action that intentionally attempts to create sales or click-through using robots, frames, iframes, scripts, or manually "refreshing" of pages, for the sole purpose of creating commissions. ANY ATTEMPTED FRAUD OR FRAUD WILL RESULT IN MEMBERSHIP TERMINATION AND VOIDED COMMISSIONS.
o Affiliates are responsible for any and all usage and activity on their Account. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination by Company and referral to the appropriate law enforcement agencies.
o Affiliates represent to Company that all content they provide to the Service is solely owned by them or provided by them with the express authority of the company they represent, does not infringe upon any other individual's or organization's rights (including, without limitation, intellectual property rights) and is not defamatory, libelous, unlawful or otherwise objectionable.
o Every customer who is interested in Company's products or services is deemed to be Company's customer. Company will be in direct contact with the customer for the purpose of providing service to the customer. Affiliate shall refer all questions, requests or queries regarding our services to us. Affiliate does not have the authority to make or accept any offer on behalf of us. We are not responsible for any representations made by Affiliate which contradict our policies, and our policies will always determine the purchase price and fees of our services.
o Affiliate accounts that are left inactive will be removed from our system if their balance is $0. An abandoned affiliate account is defined as any account that has not been logged in to for a period of 6 months, nor have any transactions been posted to that account. If the account has been active in one of these ways in the past six months the account will remain in an active state. If an abandoned affiliate account has a balance between $0 and $50, a $25 fee will be assessed once per calendar month, until the balance is equal to zero dollars - and is closed. At no time will an Affiliate ever owe monies to Company based on fees - the account will simply be closed.
Spamming
Company's Rights and Responsibilities
Referral Fee Payments
o Affiliates are paid 50% of the sale amount on each unit of Product sold to a customer coming from their website. They will also be paid 50% of each referred customer's future purchases.
o All referral fee payments shall be paid on or around the last day of each calendar month for the previous month's referral fees, as long as the amount due to Affiliate is more than or equal to the amount agreed upon ($250, $500, or $1000). If the amount due to Affiliate is less than this amount, the amount will be carried forward to the next month.
o Referral fee overpayments may be deducted from future payments or shall be reimbursed by the affiliate.
o An online statement of referral activity is available to Affiliate at all times.
o Commissions can be paid by wire (fee applies) or check to the address on the Affiliate's account.
o Affiliate is responsible for contacting company with payment preferences.
o If Company has to issue a refund to Affiliate's customer for any reason, the corresponding referral fee(s) will be deducted from Affiliate's next monthly referral fee payment. If the said referral fee(s) are less than the amount due to Affiliate, the Affiliate will be billed for the balance amount.
Tax Reporting
Affiliate shall be responsible for all taxes and other similar levies applicable to the referral fees pursuant to any law or regulation. The Affiliate shall report the referral fees to its taxation authorities as required by law.
Service Interruptions and Tracking
Company will make every effort to ensure that their web site is operational, and to track Affiliate's referred customers. However, certain unavoidable technical difficulties may occasionally cause temporary service and tracking interruptions. Affiliate agrees that Company is not liable in any way for such interruptions.
References / Testimonials
Affiliate agrees to cooperate with Company in the development of press releases, testimonies, and other such marketing materials. Affiliate grants Company unlimited rights to reference Affiliate in any and all marketing materials, without further compensation.
Titles
Title, ownership, and intellectual property rights involved in Company Services shall remain with Company. The Affiliate is granted a non-exclusive, limited, revocable right to use Company provided trademarks and banners. All images, technology and content provided for Affiliate use is and shall remain the sole property of the Company, and no part thereof shall be deemed assigned or licensed to Affiliate except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, trade names and service marks related to the foregoing shall remain the Company's sole property, including rights in and to any derivatives thereof. Affiliate may not modify the trademarks, banners, the content or any of the images provided to Affiliate in any way.
Copyrights
Affiliate is responsible for ensuring that Affiliate's advertising obeys all applicable copyright and trademark laws. Company is not responsible for Affiliate's misuse of any copyrighted material.
Privacy Policy
DWC Software respects the privacy of its users and will not disclose personal information to third parties without the express permission of Affiliate and Affiliate's company. Any information we receive is used solely for tracking and Commission payment purposes. Company reserves the right to be able to utilize this data in aggregate to analyze Service trends, monitor Service efficiencies, and perform such other analysis as Company deems appropriate.
The Service, its operation, its use and the results of such use shall be performed in a workmanlike manner. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF COMPANYABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICE, ITS USE AND THE RESULTS OF SUCH USE. WITHOUT LIMITING THE FOREGOING, COMPANY SPECIFICALLY DISCLAIMS ANY WARRANTY (A) THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, (B) THAT DEFECTS WILL BE CORRECTED, (C) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (D) THAT THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT, OR (E) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. The Company will make all reasonable efforts to keep its transaction service operational at all times. However, certain technical difficulties may, from time to time, result in temporary service interruptions. Affiliate understands and acknowledges that it is normal to have a certain amount of system downtime and further agrees not to hold the Company liable for any of the consequences of such interruptions. COMPANY SHALL HAVE NO LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF ANY WEB SITE OF AFFILIATE OR AFFILIATE CUSTOMER DATA FILES OR SYSTEMS OR PROGRAMS THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. COMPANY SHALL HAVE NO LIABILITY WITH RESPECT TO COMPANY OBLIGATIONS HEREUNDER OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF COMPANY HAS BEEN NOTIFIED OF SUCH DAMAGES. ANY LIABILITY OF COMPANY HEREUNDER SHALL BE LIMITED TO THE REVENUE EARNED BY COMPANY AS A DIRECT RESULT OF THIS AGREEMENT.
Limitation of Liability
COMPANY OR ITS SUPPLIERS OR RESELLERS OR COMPANIES SHALL NOT BE LIABLE TO AFFILIATE OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THE USE OF OR INABILITY TO USE THE COMPANY SERVICE OR ANY INFORMATION PROVIDED ON THE COMPANY WEB SITE OR ANY OTHER HYPERLINKED WEB SITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF COMPANY OR A COMPANY AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE WEB SITE OR ANY HYPERLINKED WEB SITE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, COMPANY'S LIABILITY IS LIMITED TO THE SMALLEST AMOUNT PERMITTED BY LAW. THIS PARAGRAPH WILL SURVIVE THE FAILURE OF ANY EXCLUSIVE OR LIMITED REMEDY.
Affiliate agrees that Company, although the provider of the Service, has no responsibility or liability as a result of Affiliate's placement of authorized Links from Affiliate Web site, and Affiliate, and the Company, jointly and severally agree to indemnify, defend, and hold harmless Company and its affiliates, officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to any offer or any other matter related to this Agreement or the subject matter hereof and any dispute relating thereto.
Company agrees to indemnify, defend, and hold harmless Affiliate and its affiliates, officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) arising from or relating to Company's negligence or willful misconduct in performance of the Services or its breach of this Agreement.
Independent Contractor
Affiliate is an independent contractor, and nothing in this Agreement shall create any form of partnership, joint venture, franchise, agency, or employment relationship between the parties. Affiliate will not be treated as a Company employee. Affiliate shall not assign this Agreement, by operation of law or otherwise, without Company's prior express written consent. Subject to the foregoing, this Agreement is binding upon, insures to the benefit of, and is enforceable by the parties and their respective successors and assigns.
Terms and Termination
Company has the right to terminate this Agreement at any time, either due to breach of its terms or otherwise, by notifying the Affiliate through e-mail. Please note that it is Company's intention never to terminate the Affiliate Program. However, we reserve the right to do so in response to changes in market conditions. The Affiliate may terminate the Agreement at any time by notifying Company through e-mail. If the Agreement has not been terminated due to breach of its terms, the final referral fee payment to Affiliate will be made to Affiliate within a reasonable period of time. If the Agreement has been terminated because of breach of its terms by the Affiliate, the Affiliate will automatically forfeit any referral fees then receivable or receivable in the future.
Agreement Modification and Application
Company may, in good faith, modify any of the terms and conditions contained in this Agreement or anything relating to the Program (including, but not limited to, the Referral Fee Amounts), at any time and at Company's sole discretion, by posting a change notice or a new agreement in this Web site or by informing Affiliate through e-mail. It is Company's intention to keep Referral Fee Amounts, and other parts of this Agreement, as stated. However, Company reserves the right to alter the Referral Fee Amounts or any other part of the Agreement at any time. Any credit accumulating after a Fee Amount change will be at the new rate, i.e., the Affiliate is not guaranteed to have the same rate as the one started with. This is nothing more than a way for Company to prepare for anything unforeseeable in the rapidly changing world of the Internet and electronic commerce. If any modification to this Agreement is not acceptable to the Affiliate, the Affiliate's only recourse is to terminate this Agreement. The Affiliate's continued participation in the Program following the said posting of a change of notice or new agreement shall constitute binding acceptance by the Affiliate of the change. If any of the provisions of this Agreement are determined by a court to be unenforceable, they shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect.
Independent Investigation
Affiliate acknowledges that it has reviewed this Agreement and agrees to all its terms and conditions. The Affiliate understands that Company may at any time solicit customer referrals on terms that may differ from those contained in this Agreement or operate Web sites that are similar to or compete with the Affiliate's Web site. The Affiliate 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. This Agreement represents the entire agreement between the parties and supersedes all prior negotiations, agreements and understandings, if any.
This Agreement shall be governed by California, USA law (except for conflict of law provisions). The exclusive forum for any actions brought in connection with this Agreement shall be in the state and federal courts in and for the State of California, USA and You consent to such jurisdiction. For International transactions, the United Nations Convention on the International Sale of Goods supercedes California law.
Contact Information
If you have any questions about this license agreement, or if you want to contact D-Dub Software Ltd, Co. for any reason, please direct all correspondence to: