| Affiliate Agreement Once you fill out our form and agree to this agreement, you will be able to participate as an affiliate ("Affiliate") of the ProudPhotography Affiliate Program. As an Affiliate, you will be permitted to establish links from your Web site ("Your Site") or any other source to our Web site at the locations designated by us ("Our Site"). We will provide you with the appropriate URL(s) and tracking codes. By establishing links from Your Site or source to Our Site, you will have the opportunity to earn commissions on the sales of most of the services displayed on our web site, (collectively, "Services") when consumers follow the links from Your Site to Our Site and purchase Our Services. Applying to Become an Affiliate in the Program To become an Affiliate in the Program, you must submit an application via this site. Once in the Program, your Site, and links might be reviewed from time to time. We may reject or ban your site if we determine (in our sole discretion) that Your Site is unsuitable for the Program for any reason (including without limitation, because Your Site contains material that is violent, threatening, harmful, obscene, pornographic, unlawful, discriminatory, defamatory, infringing, harassing, offensive or otherwise objectionable or inappropriate). Once we confirm you as our affiliate, the above terms apply - if we later determine (in our sole discretion) that Your Site is unsuitable, we reserve the right to terminate this Agreement. Establishing Links from Your Site to Our Site Once you have filled out the form and agreed to the terms and conditions of the Program and been notified via email that Your Site (or source) has been accepted into the Program, you may begin establishing links from Your Site (where your site may be any media source) to Our Site as described in this paragraph. You may (and is very recommended) that you immediately place the affiliate link on Your Site. Within the terms on this page, you may change your ad at any time, without our approval. You will be responsible for the maintenance and placement of Promotional Materials on Your Site. You, as an affiliate, may use any advertisement or marketing technique to promote our services. However, you will be responsible for any inaccuracies or other changes when posting Promotional Materials on Your Site. You agree to immediately delete or remove Promotional Materials, along with any copies, from Your Site (or any other media under your control) upon our request or upon termination of this Agreement. You will be responsible for setting up the links connecting Your Site to the ordering page of Our Site at the URL(s) designated by us, and for ensuring that the links are in good and working order. It is vital that you occasionally visit our site for information on new Services, services or prices in order to benefit fully from your affiliation. Please note that the terms-of-service policy specifically points out that at no time does an affiliate agreement allow or provide an approved affiliate with a partnership, share or percentage of the company (Baydial). Amount of Referral Fees We will pay you monthly Referral Fees based on the payout scale posted on our site. A service is the main product being purchased. All amounts specified in this Agreement are in United States dollars. Payment of Referral Fees We will pay you the Referral Fees on a monthly basis. Approximately thirty (30) days following the end of each month, we will send you a payment for the Referral Fees earned by you on Qualifying Orders made during the previous month. However, we reserve the right to withhold any monthly payment that in the aggregate amounts to less than the payment threshold of $60, and to continue withholding any quarterly payments until the aggregate amount reaches the applicable Payment Threshold or this Agreement terminates (whichever is earlier). We will give you online access to these reports by designating a URL and assigning you a password. Our records will be the determinative evidence of the Orders that entitle you to the Referral Fees. These reports will be updated daily. Public Statements You agree that we may identify you or Your Site as an Affiliate of the Program as long as you participate in the Program. We may make this identification orally, in writing or electronically, including without limitation, in press releases, public announcements and promotional materials publicizing, advertising or promoting the Program. Limited License We grant you a limited, nonexclusive, nontransferable, revocable right during the term of this Agreement to use Promotional Materials described above solely for purposes of establishing links between Your Site and Our Site in accordance with this Agreement, and any other proprietary materials for which we grant you express permission in writing solely for purposes of your participation in the Program in accordance with the terms of such writing (collectively, "Proprietary Materials"). You may not alter, modify or change any Proprietary Materials in any way. We reserve all rights (including without limitation, copyright, trademark, patent or other intellectual property rights) in all Proprietary Materials. We may revoke your license at any time by giving you written notice. Responsibility for Your Site You will be solely responsible for the development, operation and maintenance of Your Site and all materials that appear on Your Site (including without limitation, the technical operation of Your Site and all related equipment used to operate Your Site; creating, posting and maintaining the links from Your Site to Our Site; the accuracy and appropriateness of materials posted on Your Site ( e.g., Promotional Materials); ensuring that materials posted on Your Site do not violate or infringe upon the rights of any third party (e.g., copyrights, trademarks, patents, privacy, publicity or other personal or proprietary rights); ensuring that materials posted on Your Site are not libelous or otherwise illegal). We specifically disclaim all liability concerning Your Site and all materials that appear on Your Site. You will indemnify and hold us (and our affiliates, subsidiaries and parent company, and their directors, officers and employees) harmless from any and all claims, liabilities, damages, costs and expenses (including without limitation, attorneys fees) relating to the development, operation, maintenance, use, and materials on Your Site. Term and Termination of the Agreement The term of this Agreement will begin upon our acceptance of your application to become an Affiliate of the Program and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, for any reason, by giving the other party written notice of termination. Upon termination of this Agreement for any reason, you will immediately cease any use of, and remove from Your Site, all links to Our Site and any Proprietary Materials appearing on Your Site, and you will immediately destroy any Proprietary Materials within your possession or control. You are eligible to earn Referral Fees only on Qualifying Orders we receive during the term of this Agreement, and Referral Fees earned through the effective date of termination will remain payable only if the applicable Qualifying Orders are not canceled. We may withhold your final payment for a reasonable time to ensure that the Referral Fees we pay to you exclude any canceled Qualifying Orders. Modifications to this Agreement We may modify any of the terms and conditions of this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on Our Site or by sending you a written notice by email or other delivery. Modifications may include (but are not limited to) changes in the scope of available Referral Fees, the amount of the Referral Fees, the payment procedures, and rules of the Programs. If any modification to this Agreement is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Program following our posting of a change notice or new agreement or our written notice to you will constitute your binding acceptance of the change. Relationship of the Parties You and we 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 not make any statement, whether on Your Site or otherwise, that reasonably would contradict anything in this Section. DISCLAIMERS WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM, ANY OF OUR SERVICES, OR OF OUR SITE (INCLUDING WITHOUT LIMITATION, ANY 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 OR WARRANTY THAT THE OPERATION OF OR SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. LIMITATION OF LIABILITY WE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, FOR ANY LOSS OF PROFITS, REVENUE, DATA OR SERVICES, ARISING IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM, OUR SERVICES OR OUR SITE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT, THE PROGRAM, OUR SERVICES OR OUR SITE WILL IN NO EVENT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT. Waiver of Jury Trial The parties hereby agree to waive their respective rights to a jury trial of any claim or cause of action related to or arising out of this Agreement. The scope of the waiver is intended to be all encompassing of any and all disputes that may be filed in any court and that relate to the subject matter herein, including without limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims. The parties each acknowledge that the waiver is a material inducement for each party to enter into a business relationship, that each party has already relied on the waiver in entering into this Agreement and that each will continue to rely on the waiver in their related future dealings. Each party further warrants and represents that each has had the opportunity to have their legal counsel review the waiver. This waiver is irrevocable, meaning that it may not be modified either orally or in writing, and the waiver shall apply to any subsequent amendments, renewals, supplements or modifications to this Agreement. In the event of litigation, this Agreement may be filed as written consent to a trial by court. Prevailing Party If any legal action or other proceeding is brought for a breach of this Agreement or any of the warranties herein (including, without limitation, each party's respective indemnification obligations set forth herein), the prevailing party shall be entitled to recover reasonable attorneys' fees and other costs incurred in bringing such action or proceeding, in addition to any other relief to which such party may be entitled.
Assignment You may not assign this Agreement, by operation of law or otherwise, without our prior written consent, and any attempted assignment in violation of this Agreement shall be null and void. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Waiver Our failure to enforce any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. Severability If any provision of this Agreement should, for any reason, be held invalid or unenforceable in any respect, the remainder of this Agreement shall be enforced to the full extent permitted by law. Entire Agreement This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous written or oral agreements or representations between the parties.
Affiliate Agreement Once you fill out our form and agree to this agreement, you will be able to participate as an affiliate ("Affiliate") of the ProudPhotography Affiliate Program. As an Affiliate, you will be permitted to establish links from your Web site ("Your Site") or any other source to our Web site at the locations designated by us ("Our Site"). We will provide you with the appropriate URL(s) and tracking codes. By establishing links from Your Site or source to Our Site, you will have the opportunity to earn commissions on the sales of most of the services displayed on our web site, (collectively, "Services") when consumers follow the links from Your Site to Our Site and purchase Our Services. Applying to Become an Affiliate in the Program To become an Affiliate in the Program, you must submit an application via this site. Once in the Program, your Site, and links might be reviewed from time to time. We may reject or ban your site if we determine (in our sole discretion) that Your Site is unsuitable for the Program for any reason (including without limitation, because Your Site contains material that is violent, threatening, harmful, obscene, pornographic, unlawful, discriminatory, defamatory, infringing, harassing, offensive or otherwise objectionable or inappropriate). Once we confirm you as our affiliate, the above terms apply - if we later determine (in our sole discretion) that Your Site is unsuitable, we reserve the right to terminate this Agreement. Establishing Links from Your Site to Our Site Once you have filled out the form and agreed to the terms and conditions of the Program and been notified via email that Your Site (or source) has been accepted into the Program, you may begin establishing links from Your Site (where your site may be any media source) to Our Site as described in this paragraph. You may (and is very recommended) that you immediately place the affiliate link on Your Site. Within the terms on this page, you may change your ad at any time, without our approval. You will be responsible for the maintenance and placement of Promotional Materials on Your Site. You, as an affiliate, may use any advertisement or marketing technique to promote our services. However, you will be responsible for any inaccuracies or other changes when posting Promotional Materials on Your Site. You agree to immediately delete or remove Promotional Materials, along with any copies, from Your Site (or any other media under your control) upon our request or upon termination of this Agreement. You will be responsible for setting up the links connecting Your Site to the ordering page of Our Site at the URL(s) designated by us, and for ensuring that the links are in good and working order. It is vital that you occasionally visit our site for information on new Services, services or prices in order to benefit fully from your affiliation. Please note that the terms-of-service policy specifically points out that at no time does an affiliate agreement allow or provide an approved affiliate with a partnership, share or percentage of the company (Baydial). Amount of Referral Fees We will pay you monthly Referral Fees based on the payout scale posted on our site. A service is the main product being purchased. All amounts specified in this Agreement are in United States dollars. Payment of Referral Fees We will pay you the Referral Fees on a monthly basis. Approximately thirty (30) days following the end of each month, we will send you a payment for the Referral Fees earned by you on Qualifying Orders made during the previous month. However, we reserve the right to withhold any monthly payment that in the aggregate amounts to less than the payment threshold of $60, and to continue withholding any quarterly payments until the aggregate amount reaches the applicable Payment Threshold or this Agreement terminates (whichever is earlier). We will give you online access to these reports by designating a URL and assigning you a password. Our records will be the determinative evidence of the Orders that entitle you to the Referral Fees. These reports will be updated daily. Public Statements You agree that we may identify you or Your Site as an Affiliate of the Program as long as you participate in the Program. We may make this identification orally, in writing or electronically, including without limitation, in press releases, public announcements and promotional materials publicizing, advertising or promoting the Program. Limited License We grant you a limited, nonexclusive, nontransferable, revocable right during the term of this Agreement to use Promotional Materials described above solely for purposes of establishing links between Your Site and Our Site in accordance with this Agreement, and any other proprietary materials for which we grant you express permission in writing solely for purposes of your participation in the Program in accordance with the terms of such writing (collectively, "Proprietary Materials"). You may not alter, modify or change any Proprietary Materials in any way. We reserve all rights (including without limitation, copyright, trademark, patent or other intellectual property rights) in all Proprietary Materials. We may revoke your license at any time by giving you written notice. Responsibility for Your Site You will be solely responsible for the development, operation and maintenance of Your Site and all materials that appear on Your Site (including without limitation, the technical operation of Your Site and all related equipment used to operate Your Site; creating, posting and maintaining the links from Your Site to Our Site; the accuracy and appropriateness of materials posted on Your Site ( e.g., Promotional Materials); ensuring that materials posted on Your Site do not violate or infringe upon the rights of any third party (e.g., copyrights, trademarks, patents, privacy, publicity or other personal or proprietary rights); ensuring that materials posted on Your Site are not libelous or otherwise illegal). We specifically disclaim all liability concerning Your Site and all materials that appear on Your Site. You will indemnify and hold us (and our affiliates, subsidiaries and parent company, and their directors, officers and employees) harmless from any and all claims, liabilities, damages, costs and expenses (including without limitation, attorneys fees) relating to the development, operation, maintenance, use, and materials on Your Site. Term and Termination of the Agreement The term of this Agreement will begin upon our acceptance of your application to become an Affiliate of the Program and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, for any reason, by giving the other party written notice of termination. Upon termination of this Agreement for any reason, you will immediately cease any use of, and remove from Your Site, all links to Our Site and any Proprietary Materials appearing on Your Site, and you will immediately destroy any Proprietary Materials within your possession or control. You are eligible to earn Referral Fees only on Qualifying Orders we receive during the term of this Agreement, and Referral Fees earned through the effective date of termination will remain payable only if the applicable Qualifying Orders are not canceled. We may withhold your final payment for a reasonable time to ensure that the Referral Fees we pay to you exclude any canceled Qualifying Orders. Modifications to this Agreement We may modify any of the terms and conditions of this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on Our Site or by sending you a written notice by email or other delivery. Modifications may include (but are not limited to) changes in the scope of available Referral Fees, the amount of the Referral Fees, the payment procedures, and rules of the Programs. If any modification to this Agreement is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Program following our posting of a change notice or new agreement or our written notice to you will constitute your binding acceptance of the change. Relationship of the Parties You and we 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 not make any statement, whether on Your Site or otherwise, that reasonably would contradict anything in this Section. DISCLAIMERS WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM, ANY OF OUR SERVICES, OR OF OUR SITE (INCLUDING WITHOUT LIMITATION, ANY 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 OR WARRANTY THAT THE OPERATION OF OR SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. LIMITATION OF LIABILITY WE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, FOR ANY LOSS OF PROFITS, REVENUE, DATA OR SERVICES, ARISING IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM, OUR SERVICES OR OUR SITE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT, THE PROGRAM, OUR SERVICES OR OUR SITE WILL IN NO EVENT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT. Waiver of Jury Trial The parties hereby agree to waive their respective rights to a jury trial of any claim or cause of action related to or arising out of this Agreement. The scope of the waiver is intended to be all encompassing of any and all disputes that may be filed in any court and that relate to the subject matter herein, including without limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims. The parties each acknowledge that the waiver is a material inducement for each party to enter into a business relationship, that each party has already relied on the waiver in entering into this Agreement and that each will continue to rely on the waiver in their related future dealings. Each party further warrants and represents that each has had the opportunity to have their legal counsel review the waiver. This waiver is irrevocable, meaning that it may not be modified either orally or in writing, and the waiver shall apply to any subsequent amendments, renewals, supplements or modifications to this Agreement. In the event of litigation, this Agreement may be filed as written consent to a trial by court. Prevailing Party If any legal action or other proceeding is brought for a breach of this Agreement or any of the warranties herein (including, without limitation, each party's respective indemnification obligations set forth herein), the prevailing party shall be entitled to recover reasonable attorneys' fees and other costs incurred in bringing such action or proceeding, in addition to any other relief to which such party may be entitled.
Assignment You may not assign this Agreement, by operation of law or otherwise, without our prior written consent, and any attempted assignment in violation of this Agreement shall be null and void. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Waiver Our failure to enforce any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. Severability If any provision of this Agreement should, for any reason, be held invalid or unenforceable in any respect, the remainder of this Agreement shall be enforced to the full extent permitted by law. Entire Agreement This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous written or oral agreements or representations between the parties.
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