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Posted on Nov 22, 1979 in Uncategorized | 0 comments

Affiliate and reseller program terms and conditions

Below are our terms and conditions for our affiliates and resellers. Don’t worry, most of this is just the usual legal stuff we have to put up to cover ourselves.

PLEASE READ THE ENTIRE AGREEMENT.

YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND TOP-WINDOWS-TUTORIALS.COM/ACEL SYSTEMS (“Company”).

BY REFERRING VISITORS, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

1. Overview

This agreement contains the complete terms and conditions governing your relationship with the Company and, if applicable, your participation in the Affiliate Program (the “program”). The purpose of this agreement is to allow HTML linking between your web site and Top-Windows-Tutorials.com for the purpose of referring potential customers to Top-Windows-Tutorials.com. Please note that throughout this agreement, “we,” “us,” and “our” refer to Top-Windows-Tutorials.com/ACEL Systems, and “you,” “your,” and “yours” refer to the affiliate.

You must be approved by Clickbank before your participation in this affiliate program. Both ACEL Systems and Clickbank.com reserve the right to withhold or refuse approval for any reason or for no reason. Once you have been approved, your continued right to participate is conditioned upon the ongoing compliance with the terms and conditions of this agreement. Failure of the affiliate to observe the terms and conditions of this agreement, the privacy policy or acceptable use policy posted on our site will disqualify the affiliate from participating in the program. Approval may be withdrawn at any time for any reason.

2. Affiliate Obligations

We will reject your application or cancel an existing affiliate account if we determine that your website is unsuitable for our program, including if it:

  • 2.1.1. Promotes sexually explicit materials.
  • 2.1.2. Promotes violence.
  • 2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
  • 2.1.4. Promotes illegal activities.
  • 2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law.
  • 2.1.6. Includes “Top-Windows-Tutorials” or variations or misspellings thereof in its domain name.
  • 2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us at our sole discretion.
  • 2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
  • 2.1.9. Promotes get-rich-quick schemes that have no tangible business value.

You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are Top-Windows-Tutorials or any other affiliated business.

2.2. All affiliates that send advertisements via e-mail must have the consent of the recipient to send such email and shall maintain records evidencing such consent including, without limitation: (a) Consumer opt-in date; (b) Registration source; (c) First name; (d) Email address; (e) Privacy Policy of Source Site; (f) any other information collected; and (g) affiliate will supply such records to Company within one (1) business day of a request.

  • Unless otherwise approved in writing, affiliates may not offer incentives to users as a means to enhance the performance of any program; incentives include but are not limited to awarding them cash, points, prizes, contest entries, etc.;
  • Affiliates may not bid on any variations of Top-Windows-Tutorials brand terms in any keyword based pay-per-click search engines, including, without limitation, Google and Bing.
  • Affiliate websites must be fully functional at all levels;
  • Affiliate’s policies must be compliant with state and federal laws and regulations including but not limited to the CAN-SPAM Act of 2003;
  • Spawning process pop-ups are prohibited

All affiliates shall maintain and post in a conspicuous manner on all its websites involved in the programs, a privacy policy that clearly and adequately describes how consumer information is collected and used. The privacy policy must fully and accurately disclose your use of third-party technology, use of cookies, and options for discontinuing use of such cookies. We reserve the right to review your privacy policy as necessary. Failure to have a privacy policy may result in termination from the program.

2.3. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date, for compliance with these terms of use, for compliance with applicable law, and/or to notify you of any changes that we feel should enhance your performance.

2.4. It is entirely your responsibility to comply with all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person’s copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third party rights.

2.5. It is your obligation to review the Terms of Service for the affiliate program regularly. You must stay aware of any changes to the Top-Windows-Tutorials and the Clickbank affiliate Terms of Service, although we will use reasonable efforts to notify you of any changes.

3. Top-Windows-Tutorials/ACEL Systems Rights and Obligations

3.1. We have the right to visit  your site at any time to determine if you are following the terms and conditions of this agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the program.

3.2. Clickbank.com actively monitors traffic for fraud. If fraud is detected, your account will be made inactive pending further investigation. Fraud traffic includes but is not limited to, click-through or conversion rates that are much higher than industry averages and where solid justification for such higher click-through or conversion rates are not evident to our reasonable satisfaction; fraudulent leads as determined and reported by our clients; use of fake redirects, automated software, and/or other fraudulent mechanisms to generate payable actions from the programs.

3.3 If you fraudulently add leads or clicks, or inflate leads or clicks by fraudulent traffic generation, as determined by us or by Clickbank, you will forfeit your entire commission for all programs and your account will be terminated. In addition, in the event that you have already received payment for fraudulent activities, we reserve the right to seek credit or remedy from future earnings or to demand reimbursement from you.

3.4 Top-Windows-Tutorials/ACEL Systems reserves the right to terminate this agreement and your participation in the affiliate program immediately and without notice to you should you commit fraud in your use of the affiliate program or should you abuse this program in any way. If such fraud or abuse is detected, neither Top-Windows-Tutorials.com/ACEL Systems nor Clickbank.com shall be liable to you for any commissions for such fraudulent sales.

 

4. Term and Termination

You may cancel your participation in our affiliate program at any time by simply closing your Clickbank account or removing the affiliate links from your website. No notice is required.

5. Modification

We may modify any of the terms and conditions in this agreement at any time at our sole discretion. In such event, we will endeavour to notify you by email. To that end, we strongly recommend you join our affiliate mailing list. Modifications may include, but are not limited to, changes in the payment procedures and the affiliate program rules. If any modification is unacceptable to you, you may terminate this agreement. Your continued participation in the program following the email of the change notice and the new agreement on our site will indicate your agreement to the changes.

6. Commissions & Payment

Unless otherwise agreed, affiliates are paid on a per sale basis through Clickbank.com. Clickbank.com  is the most trusted 3rd party affiliate program on the internet. Payment is typically twice a month. Clickbank.com is responsible for tracking affiliate sales and referrals. All issues regarding payment must be negotiated with Clickbank.

7. Restrictions

7.1. Certain forms of advertising are always prohibited. For example, advertising commonly referred to as “spamming” is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote our products so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote our products so long as the news group specifically welcomes commercial messages. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this agreement and your participation in the affiliate program. Any pending balances owed to you will not be paid if your account is forfeited because of unacceptable advertising.

7.2. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited the merchants site (i.e., no page from our site or any content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an 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 given by the search (search engines being, but not limited to, Google, Bing, Yahoo, AOL and similar search or directory engines); (c) set commission tracking cookies through loading of Top-Windows-Tutorials.com in IFrames, hidden links and automatic pop ups that open Top-Windows-Tutorials.com; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.

7.3. We strongly advise affiliates to stay compliant with the Federal Trade Commission (FTC) guidelines on testimonials and endorsements. For example, all endorsements, reviews, testimonials for our products and services, as well as relationships between other types of content websites (forums, blogs, microblogs and other Social Media channels) and Top-Windows-Tutorials.com/ACEL Systems must be clearly disclosed in a separate policy on the affiliate sites. The FTC has noted that “when there exists a connection between the endorser and the seller of the advertised product” it is imperative that such connection is “fully disclosed”. FTC also scrutinizes that relationship as an endorser-sponsor light, and believes that the end user has the right to understand that an endorser-sponsor relationship exists full text here. We share the concept and concern of the FTC’s approach, and will not tolerate any affiliates that fail to adhere to the FTC’s guidance. We reserve the right to terminate our relationship with any non-compliant affiliates.

7.4. Our affiliates are rewarded for networking and bringing in new customers through their own marketing efforts. Affiliates may not use their affiliate link to refer their own customer account(s) to receive commission. This also includes accounts that are not under their name but are paid for using a payment medium that they own. This includes forms of online payment (Credit/Debit cards) but also checks and money orders.

8. Disclaimer

TOP WINDOWS TUTORIALS/ACEL SYSTEMS MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THIS WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

9. Representations and Warranties

You represent and warrant that:

9.1. This agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;

9.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this agreement and to perform your obligations under this agreement, without the approval or consent of any other party;

9.3. You have sufficient right, title, and interest in and to the rights granted to us in this agreement.

10. Limitations of Liability

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL ACEL SYSTEMS CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

11. Indemnification

You hereby agree to indemnify and hold harmless Top-Windows-Tutorials.com/ACEL systems and their subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that your infringed on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site.

You will immediately notify us of any current, impending, or potential legal action against you by a third party for matters relating to email, email complaints, email deployment, and violations of CAN-SPAM.

12. Miscellaneous

12.1. You agree that you are an independent contractor, and nothing in this agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Top-Windows-Tutorials.com/ACEL Systems. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or any other site that reasonably would contradict anything in this section.

12.2. Neither party may assign its rights or obligations under this agreement to any party, except, that the assignment to a third party who obtains all or substantially all of the business or assets of a party shall be permitted subject to the reasonable consent of the other party (i.e. the non-assigning party).

12.3. This agreement shall be governed by and interpreted in accordance with the laws of the United Kingdom.

12.4. You may not amend or waive any provision of this agreement unless in writing and signed by both parties.

12.5. This agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written. You must however, also agree to Clickbank.com terms and conditions.

12.6. The headings and titles contained in this agreement are included for convenience only, and shall not limit or otherwise affect the terms of this agreement.

12.7. If any provision of this agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.

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