By participating in the Comparison Shopping Network Affiliate Program,
you warrant that you are at least 18 years of age and agree to and
accept the following:
is made by and between Winner Enterprises, LLC, a Delaware corporation
(the “Company”), and You (the “Affiliate”).
wishes to use certain materials promoting Company, and to include
a link to Company’s website within those materials; the Parties
agree as follows:
Materials. Company shall make available to Affiliate certain
banner advertisements, button links, text links, and/or other graphic
or textual material (the “Promotional Materials”) for
display and use. Affiliate shall display the Promotional Materials
as Affiliate sees fit, provided that the manner of display shall
be subject to the terms and conditions of this Agreement.
of Promotional Materials. The Affiliate’s use and
display of the Promotional Materials by the Affiliate shall conform
to the following terms, conditions and specifications:
may use the Promotional Materials only for the purpose of promoting
Company’s website (and the products and services available
thereon), and for linking to Company’s website.
b. The Promotional
Materials will be used to link only to Company’s website,
to the specific page and address as specified by Company.
Company hereby grants to Affiliate a nonexclusive, nontransferable
license (the “License”) to use the Promotional Materials
as specified under the terms and conditions of this Agreement. The
term of the License shall expire upon the expiration or termination
of this Agreement.
Property. Company retains all right, ownership, and interest
in the Promotional Materials, and in any copyright, trademark, or
other intellectual property in the Promotional Materials. Nothing
in this Agreement shall be construed to grant Affiliate any rights,
ownership or interest in the Promotional Materials, or in the underlying
intellectual property, other than the rights to use the Promotional
Materials granted under the License, as set forth in Section 3.
of Parties. This Agreement shall not be construed to create
any employment relationship, agency relationship, or partnership
between Company and Affiliate. Affiliate shall provide services
for Company as an independent contractor. Affiliate shall have no
authority to bind Company into any agreement, nor shall Affiliate
be considered to be an agent of Company in any respect.
for Affiliate’s display of the Promotional Materials, and
for Affiliate’s compliance with and performance of the terms
and conditions of this Agreement, Company shall pay to Affiliate
in accordance with the following schedule:
Member (non-Premium Member)
(Sponsor 1 Membership)
Member (Sponsor 10 Memberships)
Member (Sponsor 100 Memberships)
(Sponsor 1000 Memberships)
b. Affiliate Commissions are paid via PayPal in US dollars.
shall keep accurate and up-to-date records of the data used to
determine the total amount of Commissions owed to Affiliate. Affiliate
shall be given reasonable access to these records upon request.
Any discrepancy between the amount of Commissions owed according
to these records, and the actual amount of Commissions paid to
Affiliate in any period or periods shall be rectified by Company
within 14 days of discovering such discrepancy.
shall pay all Commissions accrued and payable to Affiliate within
21 days of the first day of each month (the “Commission
Payment Date”). If on any Commission Payment Date, the amount
of total Commissions accrued and payable to Affiliate is less
than $5.00, then such accrued and payable balance shall be held
over to the following month, and paid together with the Commissions
due for that month. If at any time, the balance of accrued and
payable Commissions is held over for 2 consecutive months, then
Company shall pay all accrued and payable Commissions to Affiliate
in the third month, regardless of the total amount owed.
e. In the
event that Affiliate materially breaches this Agreement and Company
terminates this Agreement within 30 days of such breach, then
any accrued and payable Commissions owing to Affiliate shall be
forfeited, and Company shall not be obligated to pay such Commissions
Representations and Warranties. Affiliate represents and
warrants the following:
has the legal authority to enter into this Agreement and to be
bound to the promises, covenants, and other duties set forth in
website does not contain any materials that are:
explicit, obscene, or pornographic;
ii. Offensive, profane, hateful, threatening, harmful, defamatory,
libelous, harassing, or discriminatory (whether based on race,
ethnicity, creed, religion, gender, sexual orientation, physical
disability, or otherwise);
iii. Graphically violent, including any violent video game images;
iv. Solicitous of any unlawful behavior
will not use the Promotional Materials in any manner other than
those set forth in Section 2 above without prior written consent
from the Company.
will not make any claim to ownership of the Promotional Materials,
or of the copyright, trademark, or other intellectual property
Affiliate will not engage in the distribution of any unsolicited
bulk emails (SPAM) in any way mentioning or referencing Company
or Company’s website.
Affiliate shall indemnify Company and hold harmless Company from
any claim, damage, lawsuit, action, complaint, or other costs arising
out of any breach of Affiliate’s warranties set forth in Section
7 above. Affiliate shall also indemnify and hold harmless Company
for any damage, loss or other cost arising out of the use or misuse
by Affiliate of the Promotional Materials.
Any information that Affiliate is exposed to by virtue of its relationship
with Company under this Agreement, which information is not available
to the general public, shall be considered to be “Confidential
Company Information.” Affiliate may not disclose any Confidential
Company Information to any person or entity, except where compelled
by law, unless Affiliate obtains prior written consent for such
disclosure from Company.
a. This Agreement
shall take effect immediately and remain in full force and effect
indefinitely, or until terminated pursuant to this Section 10.
Party shall have the right to terminate this Agreement at any
time and for any cause. The terminating Party must give written
notice to the other Party at least 30 days prior to the intended
date of termination.
Company shall not be responsible for any taxes owed by Affiliate
arising out of Affiliate’s relationship with Company as set
forth in this Agreement. Company shall not withhold any taxes from
the Commissions paid to Affiliate.
of Liability. Company shall not be liable for any loss
of profits or costs, or for any direct, indirect, special, incidental
or consequential damages, including costs associated with the procurement
of substitute goods or services (whether Company was or should have
been aware or advised of the possibility of such damage), arising
out of or associated with any loss, suspension or interruption of
service, termination of this Agreement, use or misuse of the Promotional
Materials, or other performance of services under this Agreement.
Law. This Agreement shall be construed in accordance with,
and governed in all respects by, the laws of the State of Delaware,
without regard to conflicts of law principles.
This Agreement may be executed in several counterparts, each of
which shall constitute an original and all of which, when taken
together, shall constitute one agreement.
If any part or parts of this Agreement shall be held unenforceable
for any reason, the remainder of this Agreement shall continue in
full force and effect. If any provision of this Agreement is deemed
invalid or unenforceable by any court of competent jurisdiction,
and if limiting such provision would make the provision valid, then
such provision shall be deemed to be construed as so limited.
Headings. The headings for section herein are for convenience
only and shall not affect the meaning of the provisions of this
Agreement. This Agreement constitutes the entire agreement
between Company and Affiliate, and supersedes any prior understanding
or representation of any kind preceding the date of this Agreement.
There are no other promises, conditions, understandings or other
agreements, whether oral or written, relating to the subject matter
of this Agreement.
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