FilesDIRECT AFFILIATE PROGRAM LEGAL CONTRACT
This Agreement contains the complete terms and conditions that apply to an
individual's or entity's participation in the FilesDIRECT Affiliates Program
(the "Program"). As used in this Agreement, "we" means FilesDIRECT Ltd., "you"
means the applicant, and "services" means domain name registration services
offered by FilesDIRECT. "Site" means a World Wide Web site and, depending on
the context, refers either to FilesDIRECT's site or to the site that you will
link to our site. "Link" means a HTML form or link provided by FilesDIRECT
which directs the customer's web browser to our site. "new and unique" refers
to a purchase where that customer's details and credit card have not previously
been used to purchase services from FilesDIRECT.
1. ENROLLMENT IN THE PROGRAM
To begin the enrollment process, you will submit a complete Program application
via our site.
We may reject your application if we determine (in our sole discretion) that
your site is unsuitable for the Program.
2. LINKING TO FilesDIRECT
You may not alter product images, descriptions and pricing. We provide access to
images and an an HTML generator. You must use the generator to create your
links in order to meet the criteria in the operating agreement.
If you would like to use links not created by the generator, or you would like
to modify the links generated by the generator, you need prior written
permission from FilesDIRECT.
Subject to the terms and conditions of this Agreement, you will be paid
commission for each new and unique customer referred from your site through the
FilesDIRECT link on your site who successfully purchases services on the
If it is later determined by FilesDIRECT that the customer is not a unique
individual, or if that customer's purchase is refunded either directly by
FilesDIRECT or through "chargebacks" made to FilesDIRECT's bank account by the
credit card service supplier to FilesDIRECT, we retain the right to withhold
any payments to you resulting from that individual's purchases.
If at any time the commissions owed to you become less than the total deductions
due to refunds as mentioned above the difference shall be immediately payable
4. COMMISSION SCHEDULE
You will earn commission based on a percentage of the gross revenue after sales
tax received by FilesDIRECT from new and unique customers' purchases where that
customer was referred from your site. Commission percentage is set at 10%
of the elegible revenue. The commission schedule is subject to the
modification clause below.
5. COMMISSION PAYMENT
Subject to the terms and conditions of this Agreement, you will be paid the
commission each month provided that the commission owed is more than US$20.00.
6. POLICIES AND PRICING
Customers purchasing services from FilesDIRECT through this Program will be
deemed to be customers of FilesDIRECT. Accordingly, all FilesDIRECT rules,
policies, and operating procedures concerning the services will apply to those
customers. We may change our policies and operating procedures at any time. For
additional information regarding FilesDIRECT's rules, policies, and operating
procedures please see the terms and conditions pages on our site.
8. LIMITED LICENSE
We grant you a non-exclusive, non-transferable, non-sublicensable, revocable
right to use the FilesDIRECT logos and text for which we grant express
permission, solely for the purpose of identifying your site as a Program
participant. You may not modify the message or any of our images or trademarks
in any way. We reserve all of our rights in the message, any other images, our
trade names and trademarks, and all other intellectual property rights. Except
as provided herin you agree that you have no rights, title or interest in or to
the message or other images, trademark or trade-names provided to you by
FilesDIRECT and all uses of such materials by you will inure to the benefit of
FilesDIRECT. You agree not to apply for registration of any of the FilesDIRECT
trademarks, service-marks or trade-names (or any mark similar there to)
anywhere around the world. You agree that you will not engage, participate or
otherwise become involved in any activity or course of action that diminishes
and/or tarnishes the image and or reputation of FilesDIRECT or its trademarks.
We may revoke your license at any time by giving you written notice.
9. RESPONSIBILITY FOR YOUR SITE
You will be solely responsible for the development, operation, and maintenance
of your site and for all materials that appear on your site. For example, you
will be solely responsible for:
the technical operation of your site and all related equipment creating and
posting merchant descriptions on your site and linking those descriptions to
our site the accuracy and appropriateness of materials posted on your site
ensuring that materials posted on your site do not violate or infringe upon the
rights of any third party (including, for example, copyrights, trademarks,
privacy, or other personal or proprietary rights) ensuring that materials
posted on your site are not libelous or otherwise illegal. We disclaim all
liability for these matters. Further, you will indemnify, defend and hold us
harmless from all claims, damages, and expenses (including, without limitation,
attorneys' fees) relating to the development, operation, maintenance, and
contents of your site as well as any goods or services provided or made
available by you. These obligations will survive any termination of this
Agreement. You acknowledge and agree that your Web site information (name, URL,
traffic counts, etc.) may be utilized by FilesDIRECT. Possible uses include
(but are not limited to) lists of the busiest sites, lists of member sites,
etc. You agree to allow FilesDIRECT to use screen shots of any of your Web
pages that contain the FilesDIRECT HTML code in FilesDIRECT promotional
materials. The information provided by FilesDIRECT to you may be proprietary in
nature. You acknowledge that you are not a competitor of FilesDIRECT, and agree
not to share this information with any of our competitors. Any violation of
these terms and conditions may cause us to terminate this agreement.
10. TERM OF THE AGREEMENT
The term of this Agreement will begin upon our acceptance of your Program
application and will end when terminated by either party. Either you or we may
terminate this Agreement at any time, with or without cause, by giving the
other party written or emailed notice of termination. You are only eligible to
earn referral fees on domain name registrations occurring during the term of
this Agreement only. We may withhold your final payment for a reasonable time
to ensure that the correct amount is paid. Your site is subject to periodic
review. If we determine at any point after acceptance into our Program that
your site is not suitable for the Program, we may unilaterally end the status
of your site as an Affiliate.
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 our site. Modifications may include, for example, changes in the
scope of available referral fees, fee schedules, payment procedures, and
Program rules. Your continued participation now, or within thirty (30) days
following the posting notice of any changes in these terms and conditions, will
constitute a binding acceptance by you of such rules, changes or modifications.
IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE
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
12. RELATIONSHIP OF 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 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 otherwise, that reasonably would
contradict anything in this Section.
13. LIMITATION OF LIABILITY
WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (OR ANY
LOSS OF REVENUE, PROFITS, OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT OR
THE PROGRAM OR THE REGISTRATION OF DOMAIN NAMES BY CUSTOMERS REFERRED TO US BY
YOU. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT
AND THE PROGRAM WILL NOT EXCEED THE TOTAL REFERRAL FEES PAID TO YOU IN THE
MONTH IN WHICH A CLAIM HAS BEEN MADE BY YOU.
WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE
PROGRAM OR ANY SERVICES MADE AVAILABLE THROUGH THE PROGRAM (INCLUDING, WITHOUT
LIMITATION, 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 THAT THE OPERATION OF OUR SITE
OR THE AVAILABILITY OF OUR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE
WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
15. INDEPENDENT INVESTIGATION
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 WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR
WEB 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.
This Agreement will be governed by law, without reference to rules
governing choice of laws. Any action relating to this Agreement must be brought
in the courts of the United States of America, and you irrevocably consent
to the jurisdiction of such courts. You may not assign this Agreement, by
operation of law or otherwise, without our prior written consent. 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.