KINDLY READ THIS ENTIRE SAFESOFT AFFILIATE AGREEMENT.
YOU MAY CHOOSE TO PRINT THIS PAGE FOR YOUR RECORDS.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND BLACKTAIL TECHNOLOGY PVT. LTD. (SAFESOFT).
BY SUBMITTING THE ONLINE APPLICATION, YOU AGREE THAT YOU HAVVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY LIABLE FOR EACH AND EVERY TERM AND CONDITION.
This Agreement entails the complete terms and conditions that apply to you being an affiliate in SafeSoft’s Affiliate Program. This Agreement’s purpose is to allow HTML linking between SafeSoft’s website and your website. Please remember that through this Agreement, “we”, “our”, “us” refer to SafeSoft and “you”, “yours”, and “your” refer to the affiliate.
- OBLIGATIONS OF THE AFFILIATE
- You’re not allowed to enroll in the affiliate program if your website:
- Promotes and contains materials of sexually explicit nature.
- Promotes and contains violence.
- Promotes and contains that are discriminatory of sex, race, religion, gender, nationality, disability, sexual orientation, and age.
- Promotes and contains illegal activities.
- Promotes and contains materials that assist or infringe others to infringe on any trademark, copyright, or other intellectual property rights or to violate the law.
- Includes “SafeSoft” or variations and misspellings of its domain name.
- Is in any way unlawful, threatening, harmful, defamatory, harassing, obscene, or ethnically, racially or otherwise objectionable to us in our sole discretion.
- Contains downloads of software programs/apps that potentially enable diversions of commissions from other affiliates in our program.
- You can not create and design your website or any other website that you operate, implied, or explicitly in a way that resembles our website nor create and design your website in a way that leads the customer to believe that you are SafeSoft or any other business that’s affiliated to us.
- Mislead, deceive, scare, coerce or otherwise, force visitors to our website other than explicitly explaining the benefits of using SafeSoft’s software programs.
- If you’re granted to be a member of SafeSoft’s Affiliate Program, you will have access to the Affiliate Account Manager. This account manager will allow you to review our Program’s details and previously-published affiliate newsletters, downloadable HTML code (which provides links to pages within the SafeSoft website) and banner creatives, browse and obtain tracking codes for our deals and coupons. For us to keep track of all visits from your site to ours accurately, you must use the HTML code that SafeSoft provides per banner, text link, or any other affiliate link that we provide you with.
- SafeSoft maintains the right, at any time, to review your banner placement and approve the use of your links. We may also require you to change it in order to be in compliance with the guidelines that we’ve provided to you.
- Your site’s maintenance and updates are your full responsibility. We may monitor your site from time to time and as we feel necessary to ensure that it’s up-to-date and to also notify you of any changes that we feel may improve your banner placement’s performance.
- You are fully responsible to follow all applicable intellectual property and other laws in regard to your website. You should provide express permission to use any other’s copyrighted material, whether it be in writing, image, or any copyrightable work. We shall not be liable (and you will solely be responsible) if you utilize another person’s intellectual property or copyrighted material in violation of the law or any third party rights.
- SAFESOFT RIGHTS AND OBLIGATIONS
- We reserve the right to monitor your website at any time we find necessary in order to determine if you’re compliant with the terms and conditions of this SafeSoft Affiliate Agreement. We may notify you of any changes that we see fit, or to ensure that your links to our site are appropriate and to notify you further of any changes that we find necessary. We also reserve the right to terminate your participation or enrollment in the SafeSoft Affiliate Program.
- SafeSoft reserves the right to terminate this Agreement and your participation in the SafeSoft Affiliate Program immediately and without notice to you should you commit fraud while using the SafeSoft Affiliate Program or should you abuse it in any way. If such abuse or fraud is detected, SafeSoft shall not be liable to you for any commissions from such fraudulent sales.
- This Agreement shall begin upon the time we accept your Affiliate application and shall continue unless terminated hereunder.
- The percentage and process of the Affiliate’s commission shall only be modified, determined, and decided on a case to case basis by us.
Either we or you can end this Agreement at any time, with or without cause, by providing written notice. The written notice can be in the form of email, mail, and fax. Added to that, this Agreement shall be terminated immediately upon any breach of this Agreement by you.
We can modify any of the terms and conditions of this SafeSoft Affiliate Agreement at any time at our sole discretion. In such an event, you’ll be notified through email. Modifications may include but are not limited to, modifications of payment procedures and SafeSoft Affiliate Program rules. If any change is unacceptable to you, your only option is to end this Agreement. Your continued enrollment in SafeSoft Affiliate Program pursuant to the posting of the modification notice or new Agreement on our site indicates your agreement to the modifications.
SafeSoft utilizes a third party to process all of the tracking and payment. Please review the network’s payment terms and conditions.
- PROMOTION RESTRICTIONS
- You’re allowed to promote your websites, but naturally, any kind of promotion that mentions SafeSoft could be perceived by the public or the press as a joint effort. For example, advertising commonly known as “spamming” is unacceptable to us and may cause damage to our name. Other generally unallowed forms of advertising include unsolicited commercial emails (UCE), posts to non-commercial newsgroups in any way that conceals or misrepresents your identity, your domain name, or your return email address. You can use email marketing to customers to promote SafeSoft as long as the recipient is already a customer or subscriber of your services or website. You may also post to newsgroups to promote SafeSoft so long as the group specifically welcomes commercial messages. At all times, you should CLEARLY represent yourself and your websites as independent from SafeSoft. If we find out that you’re spamming, we’ll consider it as a cause for immediate termination of this Agreement and your enrollment in the SafeSoft Affiliate Program. Any pending balances we owe you shall not be paid if your account is terminated due to unacceptable advertising or solicitation.
- Affiliates are not prohibited from taking prospect’s information using a lead for so long as the prospect’s information is real and true, and these are valid leads (i.e. sincerely interested in SafeSoft’s service).
- Affiliate may not transmit any so-called “interstitials, “Parasitic Marketing”, “Parasiteware™”, Toolbar Installations and/or Add-ons, “Shopping Assistance Application”, “Shopping Wallets”, or “deceptive pop-ups and/or pop-unders” to consumers from the time that the consumer clicks on a qualifying link until the consumer have fully exited SafeSoft’s site (i.e. no page from our site or any SafeSoft’s content or branding is visible on the consumer’s screen).
As used herein:
- “Parasiteware™” and “Parasitic Marketing” shall mean an application that
a.1. through accidental or direct intent, results to the overwriting of the affiliate and non-affiliate commission tracking cookies through any means than a customer initiated click on a qualifying link on a webpage or email.
a.2. Intervenes with searches to redirect traffic by installed software, thereby causing pop-ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results provided by the search (search engines, but not limited to, MSN, Yahoo, Overture, Google, Microsoft Edge, Altavista, Hotbot, Safari, Opera, and other similar search or directory engines).
a.3. Place commission tracking cookies through loading of SafeSoft site in Iframes, automatic pop-ups, and hidden links that open SafeSoft’s site.
a.4. Targets text on websites other than web sites that are fully owned by the application owner, for contextual marketing.
a.5. Removes, replaces, or blocks the visibility of Affiliate banners with other banners, other than those that are on websites fully owned by the owner of the application.
- GRANT OF LICENSES
- SafeSoft grants you a non-exclusive, non-transferable, revocable right to (i) access our website through HTML links solely in accordance to the terms and conditions of this Agreement and (ii) solely in relation with such links, to utilize our logos, trad names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we give you or authorize for such purpose. You’re only entitled to the use of the Licensed Materials to the extent that you’re a member in good standing of SafeSoft’s Affiliate Program. You agree that uses of the Licensed Materials in all forms, will be on behalf of SafeSoft and the goodwill that’s associated therewith will inure to the sole benefit of SafeSoft.
- Each party accords to the non-usage of other’s proprietary materials in any manner or form that’s disparaging, misleading, deceptive, obscene, or that otherwise, portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials that are covered by this license. Apart from the license that’s granted in this Agreement, each party remains to have all rights, titles, and interests to its respective rights, and no rights, title, or interests are transferred to the other.
SAFESOFT DOESN’T MAKE EXPRESSED OR IMPLIED REPRESENTATIONS OR WARRANTIES IN REGARDS TO THE SAFESOFT SERVICE AND WEBSITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN. ANY IMPLIED WARRANTIES OF SAFESOFT’S ABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. ALSO, WE DON’T CLAIM THAT THE OPERATION OF OUR SITE AND PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE SHALL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
- REPRESENTATIONS AND WARRANTIES
You represent and warrant that:
- This SafeSoft Affiliate Agreement has been duly and validly executed and delivered by you and it constitutes your valid, legal, and binding obligation, enforceable against you in accordance with its terms.
- You possess the full power, right, and authority to enter into and be bound by the terms and conditions of this SafeSoft Affiliate Agreement and to do your obligations under this Agreement, without the approval or consent of any other party.
- You possess sufficient right, title, and interest in and to the rights granted upon us in this agreement.
- LIMITATIONS OF LIABILITY
WE SHALL NOT BE LIABLE TO YOU ABOUT ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY NEGLIGENCE, CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, NOTWITHSTANDING ANYTHING TO THE CONTRARY WRITTEN IN THIS AGREEMENT, IN NO EVENT WILL SAFESOFT’S CUMULATIVE LIABILITY TO YOU RESULTING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT ABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU ON THIS AGREEMENT.
You hereby agree to indemnify and hold SafeSoft harmless, and its subsidiaries and affiliates, and other directors, officers, agents, employees, shareholders, members, partners, and other owners, against all claims, demands, actions, liabilities, losses, judgments, damages, settlements, expenses, and costs (including attorney’s fees, any or all of the foregoing hereinafter referred to as “Losses”). Insofar as such Losses (or actions in respect thereof) result out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, service mark, trade name, license, copyright, intellectual property, or other proprietary rights of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant agreement you’ve made herein, or (iii) any claim that’s related to your website, including without limitation, content, therein not attributable to us.
All information that’s confidential, including, yet not limited to, any business, financial, technical, and customer information, disclosed by one (1) party to the other during the negotiation or the effective term of this SafeSoft Affiliate Agreement which is marked “Confidential”, shall remain to be the sole property of the disclosing party, and each party shall not use or disclose such proprietary information of the other party without the express written permission of the disclosing party.
14.1. You agree to be an independent contractor, and nothing in the Agreement will form any partnership, joint venture, franchise, agency, sales representative, or employment relationship between you and SafeSoft. You shall have no authority to make or accept all offers or representations on our behalf. You shall not make any statement, whether on your website or any other or otherwise, that reasonably will contradict anything in this Section.
14.2. You or any other party may NOT assign rights and obligations under this Agreement to any party, except to a party who obtains all or substantially all of the assets or business of a third party.
14.3. This Agreement shall be governed by and interpreted in accordance with the laws of NSW, Australia without regard or effect to the conflict of laws and principles thereof.
14.4. You may NOT waive or amend any provision of this SafeSoft Affiliate Agreement unless in writing and signed by both parties or all parties involved.
14.5. This SafeSoft Affiliate Agreement represents the entire agreement between you and us, and shall supersede all prior agreements and communications of the parties; be it oral or written.
14.6. The titles and headings written in this SafeSoft Affiliate Agreement are included only for convenience and shall not limit or otherwise have an effect to the terms listed in this Agreement.
14.7. If any of the provisions in this Agreement is held to be invalid or cannot be enforced, it (the provision) shall be removed or limited to the minimum extent necessary such that the intent of parties is effectuated, and the remaining provisions of this Agreement shall have to take effect with full force.