|
Printable version
|
uplinkearth Affiliates Program Terms Of Service
THIS AFFILIATES PROGRAM AGREEMENT (THE "AGREEMENT"), IS A LEGAL AGREEMENT BETWEEN
YOU AND UPLINKEARTH. ("UPLINKEARTH") FOR PARTICIPATION IN UPLINKEARTH'S AFFILIATES
PROGRAM ("PROGRAM"). BY REGISTERING FOR AND PARTICIPATING IN THE PROGRAM, YOU AGREE
TO BE BOUND BY THE TERMS OF THIS AGREEMENT. AS USED IN THIS AGREEMENT "WE" MEANS
UPLINKEARTH AND "YOU" MEANS THE PARTICIPATING WEB AFFILIATE :
|
| 1 |
Definitions |
| 1.1 |
"Qualifying Link" means a link from your Site to the uplinkearth
Site using a URL or graphic link provided by uplinkearth for use in the
Program.
|
| 1.2 |
"Qualifying Product" means a hosting product that is offered for sale by uplinkearth at the uplinkearth Site. A “Qualified Product” does not include a stand alone domain name purchase. |
| 1.3 |
"Qualifying Product Revenues" means revenues derived by us from the
sale of a Qualifying Product, excluding taxes, service charges, credit card
processing fees, bad debt, and promotional discounts as advertised.
|
| 1.4 |
"Site" means a World Wide Web Site and, depending on the context,
includes the website that you will link to the uplinkearth Site.
|
| 1.5 |
"uplinkearth Site" means the website located at the URL www.uplinkearth.com. |
| 1.6 |
"Business Name" Luxmovera, LLC DBA uplinkearth, will herein be referred to as “LUX”. |
|
| 2 |
Responsibilities |
| 2.1 |
You will be solely responsible for the development, operation and maintenance
of your Site and for all materials that appear on your Site. We disclaim all
liability for such materials. You shall indemnify and hold us harmless from all
claims, damages and expenses (including, without limitation, attorney's fees)
relating to the development, operation, maintenance and contents of your Site.
|
| 2.2 |
You will (1) not make any representations, warranties or other statements concerning
“LUX” or the uplinkearth Site; (2) protect “LUX”'s confidential information
and (3) Promptly implement any request from “LUX” to remove or modify any graphic
or banner ad used in connection with the Program.
|
| 2.3 |
“LUX” will not, and is not obligated to, make any representations, warranties or
other statements concerning you, your Site, any of your products or services, or your
Site policies, except as expressly authorized by the Offer.
|
| 2.4 |
“LUX” shall have the sole right and responsibility for processing all orders made
by customers. You acknowledge that all agreements relating to sales to customers shall
be between “LUX” and the customer. Customers who buy products through this Program
will be deemed to be customers of “LUX”. Accordingly, all “LUX” rules,
policies, and operating procedures concerning customer orders and returns, customer
service, customer data, and product sales will apply to those customers. We may change
our policies and operating procedures at any time. Product prices and availability
may vary from time to time.
|
| 2.5 |
Minimum Age. You agree that you are 18 years of age or older on the date that you first approve the terms hereof. You agree that you are in a jurisdiction where participation in the ““LUX”” affiliate program does not violate any law, ordinance, regulation or standard.
|
| 2.6 |
Operative Link. You agree to take full responsibility for ensuring the proper and continuing operation of your coded URL. You agree that you will notify ““LUX”” if your coded URL ceases to function or ceases to function properly.
|
|
|
| 3 |
Referral Fee Payment |
| 3.1 |
We will pay you referral fees on a monthly basis. Approximately forty-five (45) days following the end of each month, we (or our designee) will send you a check for the referral fees earned on Qualifying Product Revenues for that month, less any canceled orders. However, if the referral fees payable to you for any month are less than $265.00 USD, we will hold those referral fees until the total amount due is at least $265.00 USD or (if earlier) until this Agreement is terminated.
Referral Fee Tiers:
Micro Plans - $35
Primary Plans - $40
Starter Plan - $45
Basic - $50
Quantum and Titanium - $65
|
| 3.2 |
No Internal Sales. You understand and agree that you will not earn a commission on the purchase of your own hosting accounts.
|
|
| 4 |
Ownership and Licenses |
| 4.1 |
Each party owns and shall retain all right, title and interest in its names,
logos, trademarks, service marks, trade dress, copyrights and proprietary
technology, including, without limitation, those names, logos, trademarks,
service marks, trade dress, copyrights and proprietary technology currently
used or which may be developed and/or used by it in the future.
|
| 4.2 |
We grant you a limited, revocable, non-exclusive, license to use the graphic
image and text, which may include our name, logos, trademarks, service marks
(collectively, the "“LUX” Marks only as provided to you by “LUX”
and solely for the purpose of creating links from your Site to our Site
pursuant to this Agreement. Except as expressly set forth in this Agreement
or permitted by applicable law, you may not copy, distribute, modify, reverse
engineer, or create derivative works from the same. You may not sublicense,
assign or transfer any such licenses for the use of the same, and any attempt
at such sublicense, assignment or transfer is void. Any prominent use of the
“LUX” Marks on your Site must be approved by “LUX” prior to
publishing. We may revoke your license at any time by giving you written notice.
|
| 4.3 |
As a condition to your acceptance and participation in the Program, you agree not
undertake or engage in the following practices, and any violation of this Section
shall be deemed a material breach of this Agreement:
- Use or otherwise incorporate the word "“LUX”", or variations or
misspellings in the domain name(s) of your Site(s), on any meta tags of Web pages
comprising your Site, or in advertising or searchable keywords;
- Modify or alter uplinkearth's Site in any way;
- Make any representations, either express or implied, or create an appearance that a
visitor to your Site is visiting uplinkearth's Site, e.g. "framing" the uplinkearth
Site, without “LUX”'s prior written approval; or
- "Scrape" or "spider" the “LUX” Site for content (such as images, logos and text).
|
|
| 5 |
Termination |
| 5.1 |
Either party may terminate this Agreement at any time, for any reason, upon five (5) days prior
written notice of such termination to the other party..In addition, “LUX” shall be
entitled to terminate this Agreement immediately if you breach or violate any terms or
conditions of this Agreement, or if “LUX” determines, in its sole discretion, that
there are technical, or operational issues (e.g. interruptions caused by or shifts in online/Internet
technology) that adversely affect the implementation of the Program, or the orders/referrals
were obtained fraudulently, or through misrepresentation, in which case “LUX” reserves
the right to withhold payment of associated referral pending an investigation of the suspected
fraud or misrepresentation.. However, all rights to payment, causes of action and any provisions
that by their terms are intended to survive termination, shall survive termination of this Agreement.
|
| 5.2 |
Upon termination of this Agreement for any reason, you will immediately cease use of, and remove
from your Site, all links to our Site, and all “LUX” trademarks, trade dress and logos,
and all other materials provided by or on behalf of us to you pursuant hereto or in connection
with the Program
|
| 5.3 |
If this Agreement is terminated by “LUX” based on (a) a breach or violation of any material term,
representation or condition of this Agreement, (b) your Qualifying Link is down for 30 consecutive
days or (c) the Qualifying Link does not generate a sale of a Qualifying Product for ninty (90)
consecutive days, then “LUX”'s obligation to pay referral fees to you shall cease immediately.
|
|
| 6 |
Representations |
| 6.1 |
You represent and warrant that (a) you have the authority to enter into this Agreement and sufficient rights
to grant any licenses expressed herein, and (b) any material displayed on your Site will not: (i) infringe
on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of
publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) be defamatory
or libelous; (iv) be lewd, pornographic or obscene; (v) violate any laws regarding unfair competition,
anti-discrimination or false advertising; (vi) promote violence or contain hate speech; (vii) promote
discrimination based on race, age, sex, religion, nationality, sexual orientation or disability; (viii)
contain viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious
programming routines' (ix) promote (including, without limitation, links to) sexually explicit materials;
(x) promote illegal activities; (xi) manipulate key word searches on portals;(xii) misrepresent themselves
as an “LUX” Website by co-opting the visual "look and feel" of or text from the “LUX” Site;
(xiii) include "“LUX”" or variations or misspellings thereof in their domain names; (xiv) have traffic of
less than 500 unique visitors per day; (xv) not clearly state an online privacy policy to its visitors or(xvi)
otherwise are considered offensive or inappropriate at “LUX”'s discretion .
|
| 6.2 |
NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO,
ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. “LUX” MAKES NO EXPRESS
OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY PRODUCTS SOLD THROUGH THE
PROGRAM OR THAT OUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE AND WE WILL NOT BE RESPONSIBLE FOR CONSEQUENCES
OF ANY INTERRUPTIONS OR ERRORS.
|
|
| 7 |
Indemnification |
|
Each party hereby agrees to indemnify, defend and hold harmless the other party and its affiliates,
directors, officers, employees and agents, from and against any and all liability, claims, losses,
damages, injuries or expenses (including reasonable attorneys' fees) brought by a third party, arising
out of a breach, or alleged breach, of any of its representations or obligations herein.
|
|
| 8 |
Limitation of Liability |
|
In no event will either party be liable to the other party for any direct, indirect, special,
exemplary, consequential or incidental damages arising from or related to this Agreement or the
Program, even if informed of the possibility of such damages. Further, “LUX”'s aggregate
liability arising from this Agreement and the Program shall not exceed the total referral fees
paid or payable to you under this Agreement.
|
|
| 9 |
General |
| 9.1 |
No Agency. Each party shall act as an independent contractor and shall have no authority
to obligate or bind the other in any respect, and nothing in this Agreement shall create
any partnership, joint ventures, agency, franchise, sales representative or employment
relationship between the parties. Neither party shall make any statement, whether on their
sites or otherwise, that reasonably would contradict anything in the paragraph.
|
| 9.2 |
Responsibility for Binding Agreement. You acknowledge that you have read this Agreement
and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit Customer referrals on terms that may differ from those contained in this Agreement or operate Sites that are similar to or compete with your Site. You have independently evaluated the desirability of participating in the Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
|
| 9.3 |
Jurisdiction; Venue. THIS AGREEMENT HAS BEEN MADE IN AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE 0F NEW JERSEY WITHOUT REFERENCE TO RULES GOVERNING
CHOICE OF LAWS. ANY ACTION TO ENFORCE THIS AGREEMENT MUST BE BROUGHT IN THE STATE OR FEDERAL
COURTS LOCATED IN MIDDLESEX COUNTY, NEW JERSEY, and you irrevocably consent to the jurisdiction
of such courts.
|
| 9.4 |
Notice. Any notices required or permitted by this Agreement must be delivered to uplinkearth via registered mail to:
“LUX”movera, LLC
265 Davidson Avenue Suite 127
Somerset NJ, 08873
Attention: Affiliates Program Manager
Any notices required or permitted by this Agreement or communications in connection with this Program will be sent to you by uplinkearth via e-mail at the address you provided when you applied for the Program.
|
| 9.5 |
Counterparts; Manifestation of Assent. This Agreement may be agreed to in more than one counterpart,
each of which together shall form one and the same instrument. The parties agree that execution
and manifestation of assent may be achieved in any format convenient to the parties.
|
| 9.6 |
Severability. The provisions of this Agreement are independent of and separable from each other,
and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact
that for any reason any other or others of them may be invalid or unenforceable in whole or in
part.
|
| 9.7 |
Assignment. You may not assign this Agreement, by operation of law or otherwise, without our prior
written consent, which may be withheld in our sole discretion. 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. Our failure to enforce your strict performance of 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.
|
| 9.8 |
Equitable Relief. The parties agree that any breach of either of the party's obligations regarding
trademarks, service marks or trade names, confidentiality, links or the removal of links, and/or
user data may result in irreparable injury for which there may be no adequate remedy at law.
Therefore, in the event of any breach or threatened breach of a party's obligations regarding
trademarks, service marks or trade names, confidentiality, links or the removal of links, and/or
user data, the aggrieved party will be entitled to seek equitable relief in addition to its other
available legal remedies in a court of competent jurisdiction.
|
| 9.9 |
Obligation to Mediate in Good Faith. Except as provided in this Section10.6, before either party
initiates a lawsuit against the other relating to this Agreement, the parties agree to mediate all
disputes and claims arising out of or relating to this Agreement, the parties' performance under it,
or its breach. To this end, either party may request, after informal discussions have failed to
resolve a dispute or claim, that each party designate an officer or other management employee with
authority to bind the party to meet in good faith and attempt to resolve the dispute or claim
through mediation. During their discussions, each party will honor the other's reasonable requests
for information that is not privileged and relates to the dispute or claim. This Section does not
apply (i) should the expiration of the statute of limitations for a cause of action be imminent,
or (ii) if a party is seeking an injunction pursuant to Section10.7.
|
| 9.10 |
Force Majeure. You acknowledge that “LUX”'s servers, equipment, and services (e.g. tracking
and reporting) may be subject to temporary modifications or shutdowns due to causes beyond “LUX”'s
reasonable control. Such temporary service interruptions will not constitute a material breach of
this Agreement. “LUX” will use commercially reasonable efforts to provide the services
contemplated under this Agreement and to remedy any temporary interruptions or other problems that
adversely affect the Program.
|
| 9.11 |
Survival. Sections 6 (Termination), 8 (Indemnification), 9 (Limitation of Liability), and 10
(General), including all subsections thereof, shall survive the termination of this Agreement.
|
| 9.12 |
Modifications. We may modify any of the terms and conditions contained in this Agreement, at any
time and in our sole discretion, by posting a change notice or a new agreement on the “LUX”
Site and giving you notice of the modification. Modifications may include, for example, changes
in the scope of available referral fees, referral fee schedules, payment procedures, and Program
rules. IF ANY MODIFICATION 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
ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
|
|
 |
affiliate program
overview
sign-up form
affiliate FAQ
 terms of service
contact us today
|
