Terms & Conditions
THIS IS A LEGAL AGREEMENT BETWEEN THE AFFILIATE AND “THE ONE MINUTE MILLIONAIRE”. BY CLICKING ON THE “I AGREE” BUTTON AT THE END OF THIS AGREEMENT THE AFFILIATE IS AGREEING THAT AFFILIATE HAS READ AND UNDERSTANDS THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT AFFILIATE AGREES TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
This Agreement contains the complete terms and conditions that apply to Affiliate becoming a member of The One Minute Millionaire Affiliate Program. The purpose of this Agreement is to allow linking between Affiliate’s Web Site and The One Minute Millionaire’s Web Site. This Agreement will become effective upon The One Minute Millionaire’s acceptance of Affiliate’s completed Affiliate Program Application (the “Effective Date”). The One Minute Millionaire reserves the right to accept or reject Affiliate’s application solely in The One Minute Millionaire’s discretion.
- Linking to The One Minute Millionaire
- Links from Affiliate Web Site. Affiliate agrees that within 30 days of the Effective Date of this Agreement, it will include Placements that link from Affiliate’s Web Site to the Web Site.
- Maintenance and Monitoring of Placements
- Affiliate agrees to link only to those specific Web pages that The One Minute Millionaire designates in the Placements, and to use only the Placements provided for such purpose. Affiliate may not modify or alter the Placements provided by The One Minute Millionaire in any way. Affiliate may not “frame” or “mirror” any part of The One Minute Millionaire without the prior written authorization of The One Minute Millionaire.
- The One Minute Millionaire has the right to monitor the content on Affiliate’s Web Site in a commercially reasonable manner as The One Minute Millionaire believes necessary to make sure that the Placements are appropriate and to ensure that Affiliate’s Web Site otherwise complies with the terms of this Agreement. The One Minute Millionaire has the right to notify Affiliate of any reasonable changes that Affiliate needs to make to comply with The One Minute Millionaire guidelines for the use of the Placements, and to otherwise comply with the terms of this Agreement.
- Affiliate agrees to cooperate with The One Minute Millionaire in order to establish and maintain any Placements between the The One Minute Millionaire Web Site and Affiliate’s Web Site. Affiliate agrees not to display any link pertaining to The One Minute Millionaire, for use as a link or otherwise, other than the Placements that The One Minute Millionaire provides to Affiliate. If The One Minute Millionaire updates the Placements, Affiliate will replace the old Placements with the new ones within a 24 hour period.
- Affiliate agrees that The One Minute Millionaire will be allowed to place an identifying tag in each Placement that will identify the origin of a user that arrives to The One Minute Millionaire Site by clicking on the Placement.
- Payments of Referral Fees from The One Minute Millionaire to the Affiliate
- The One Minute Millionaire will pay commissions according
to the active program terms specified through Commission Junction.
- Payment of Referral Fees will be made on a monthly basis,
by Commission Junction, and in accordance with their affiliate
- With each payment, Commission Junction will provide the
Affiliate with reports that will contain all necessary information
as required to calculate the Referral Fees due to Affiliate.
- Compliance with Applicable Laws
Affiliate is solely responsible for the accuracy and appropriateness of all materials posted on Affiliate’s Web Site, and for ensuring that materials posted on Affiliate’s Web Site are not defamatory, in violation of copyright laws or otherwise illegal. The One Minute Millionaire disclaims all liability for these matters.
- Press Releases and Other Publicity
- Affiliate may not create, publish, distribute, or permit any written or electronically transmitted publicity material (including without limitation, advertisements and press releases) that makes reference to the other party, or the other party’s Web Site without first submitting the material to The One Minute Millionaire and receiving its consent in writing (such consent not to be unreasonably withheld). Affiliate may not issue any public statement(s) regarding the relationship without the prior approval of the other party. Notwithstanding the foregoing, The One Minute Millionaire may issue an initial press release regarding the relationship between the Parties.
- The One Minute Millionaire prohibits certain forms of advertising. Advertising commonly referred to as “spamming” is unacceptable to The One Minute Millionaire and could damage our goodwill. Other generally prohibited forms of e-mail include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, Affiliate may not advertise in any way that effectively conceals or misrepresents Affiliate’s identity, domain name, or return email address.
- Although The One Minute Millionaire always requires that its written consent be given for the uses above, The One Minute Millionaire generally approves mailings so long as the recipient is already a customer or subscriber of Affiliate’s services, and recipients have the option to remove themselves from future mailings. The One Minute Millionaire generally approves newsgroup postings so long as the news group specifically welcomes commercial messages. In all cases, Affiliate must always clearly represent itself and its Web Site as independent from The One Minute Millionaire.
The One Minute Millionaire may modify any of the terms and conditions in this Agreement, at any time in its sole discretion. Modifications may include, but are not limited to, changes in the scope of Referral Fees, payment procedures, and The One Minute Millionaire’s Affiliate Program rules. If any modification is unacceptable to Affiliate, Affiliate shall have the right to terminate this Agreement. Affiliate’s continued participation in The One Minute Millionaire’s Affiliate program following the posting of the change notice or new agreement on The One Minute Millionaire’s site will constitute Affiliate’s agreement to the changes.
- Term and Termination
The term of this Agreement will begin on the Effective Date and will end when terminated by either party. Either The One Minute Millionaire or Affiliate may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, all licenses granted hereunder shall immediately terminate and Affiliate will immediately cease use of, and remove from Affiliate’s site, all links to The One Minute Millionaire site, and all The One Minute Millionaire trademarks and logos, and all other materials provided in connection with this Agreement.
- Grant of Licenses
- Subject to the terms of this agreement, you have the nonexclusive, nontransferable and nonsublicensable right to use and display The One Minute Millionaire trademarks and service marks, only to refer specifically to The One Minute Millionaire services and products in connection with the Links, and only in the form which The One Minute Millionaire provides you for such limited purposes. Such referential usage must be truthful, fair and not misleading or disparaging. The One Minute Millionaire trademarks, service marks and logos must not be incorporated into your own product names, trademarks, service names, logos, company names or dba’s, and you must not adopt marks or logos that are confusingly similar to The One Minute Millionaire’s marks or logos.
- Affiliate grants to The One Minute Millionaire a non-exclusive, non-transferable, revocable right to utilize Affiliate’s name, title, and logo in the advertising, marketing, promoting, and publicizing, in any manner, of The One Minute Millionaire’s rights under this Agreement. The One Minute Millionaire is not under any obligation to so advertise, market, promote, or publicize.
- Each party agrees not to use the other’s proprietary materials or intellectual property in any manner that is disparaging or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials and intellectual property covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
THE ONE MINUTE MILLIONAIRE PROVIDES THE ONE MINUTE MILLIONAIRE WEB SITE AND ALL INFORMATION AND SERVICES AVAILABLE THEREIN, “AS IS” AND MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE ONE MINUTE MILLIONAIRE OR ANY SERVICES OR INFORMATION PROVIDED BY ANY MEMBER OF THE ONE MINUTE MILLIONAIRE. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, THE ONE MINUTE MILLIONAIRE MAKES NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND THE ONE MINUTE MILLIONAIRE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
- Representations, Warranties and Covenants
Affiliate represent and warrant that 1) It has full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform its obligations under this Agreement, without the approval or consent of any other party; 2) It has sufficient right, title, and interest in and to the rights granted to The One Minute Millionaire in this Agreement; 3) That material posted on its Site does not violate or infringe upon the rights of any third party and all applicable copyright and other laws that pertain to it; and 4) It shall not to make any representations or warranties regarding the services provided by The One Minute Millionaire that are disparaging or that otherwise portray The One Minute Millionaire in a negative light.
- LIMITATIONS OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE ONE MINUTE MILLIONAIRE WILL NOT BE LIABLE TO AFFILIATE 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 GOODWILL OR ACTUAL OR ANTICIPATED REVENUE, PROFITS OR LOST BUSINESS), EVEN IF THE ONE MINUTE MILLIONAIRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL THE ONE MINUTE MILLIONAIRE’S CUMULATIVE LIABILITY TO THE COMPANY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE AND STRICT LIABILITY) OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL REFERRAL FEES PAYABLE TO THE COMPANY UNDER THIS AGREEMENT.
Affiliate agrees to indemnify and hold harmless The One Minute Millionaire and its employees, directors, representatives, agents, and affiliates, against any and all claims, suits, actions, or other proceedings brought against The One Minute Millionaire based on or arising from any claim resulting from Affiliate’s breach of the warranties and covenants in Section 9. Affiliate agrees to pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys’ fees and costs awarded against or otherwise incurred by the other party in connection with or arising from any such claim, suit, action, or proceeding.
In connection with the activities contemplated by this Agreement, each party may be permitted at the discretion of the other access to confidential and proprietary technical or business information of the other party, including without limitation (i) proposals, ideas or research related to possible new products or services; (ii) financial statements and other financial information; (iii) any reporting information required by the Agreement; and (iv) the terms of this Agreement and the relationship between the Parties (collectively, “Confidential Information”). Confidential Information may include, without limitation business or technical information, such as business, financial, marketing, and product development plans, forecasts, strategies, techniques, and information; business operation and systems; names, expertise, and other information concerning employees; customers, consultants; and/or vendors; trade secrets; discoveries; ideas; inventions (whether patentable or not); improvements; research; development, know-how, designs, products, compositions, prototypes, computer programs, code, algorithms, formulas, processes, and schematics. Each party will take reasonable precautions to protect the confidentiality of each of the other party’s Confidential Information, which precautions will be at least equivalent to those taken by such party to protect its own Confidential Information. Except as required by law or as necessary to perform under this Agreement, no party will knowingly disclose the Confidential Information of any other party or use such Confidential Information for its own benefit or for the benefit of any third party. Each party’s obligations in this Section with respect to any portion of another party’s Confidential Information shall terminate when the party seeking to avoid its obligation under such Section can document that: (i) it was in the public domain at or subsequent to the time it was communicated to the receiving party (“Recipient”) by the disclosing party (“Discloser”) through no fault of Recipient; (ii) it was rightfully in Recipient’s possession free of any obligation of confidence owed to the Discloser at or subsequent to the time it was communicated to Recipient by Discloser; (iii) it was developed by employees or agents of Recipient independently of and without reference to any Confidential Information communicated to Recipient by Discloser; (iv) it was communicated by the Discloser to an unaffiliated third party free of any obligation of confidence; or (v) the communication was in response to a valid order by a court or other governmental body or was otherwise required by law. Upon the termination or expiration of this Agreement, each party shall return upon the other’s request or otherwise destroy all Confidential Information of the other party in its possession.
- Entire Agreement. This Agreement constitutes and contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior oral or written agreements. This Agreement may not be amended except in writing signed by the Parties. Each party acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein. All exhibits attached to this Agreement are incorporated hereby and shall be treated as if set forth herein.
- Relationship of Parties. Each party shall be deemed to be independent contractors with respect to the subject matter of this Agreement, and nothing contained in this Agreement shall be deemed or construed in any manner as creating any partnership, joint venture, employment, agency, fiduciary, or other similar relationship. The Affiliate shall be responsible for all taxes due on Referral Fees or other payments paid to the Affiliate under this Agreement.
- Assignment. Affiliate may not assign its rights or obligations under this Agreement to any party.
- Applicable Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California without regard to the conflicts of laws, rules and principles thereof.
- Severability. 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.
- Survival. Sections 8-13 shall survive termination of this Agreement.
- Notices. Any notice required under this Agreement may be given by email, fax or written letter.
- General Conditions
The One Minute Millionaire reserves the right, at its full discretion, to disqualify any individual it finds to be tampering with the Qualifying process or the operation of the affiliate program or to be acting in violation of this agreement. If we determine, in our sole discretion that the this affiliate program is compromised by virus, bug, robot entries, or other corruption of the administration, security or proper management of the program, then at our sole discretion, we can cancel this program. In the event of your non-compliance with any requirement stated herein, your commission may be forfeited.
AFFILIATE HAS READ THIS AGREEMENT CAREFULLY AND UNDERSTANDS AND ACCEPTS THE OBLIGATIONS THAT IT IMPOSES UPON AFFILIATE WITHOUT RESERVATION. AFFILIATE HAS ALSO TAKEN INTO ACCOUNT THE LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER PROVISIONS OF THIS AGREEMENT PRIOR TO ACCEPTING THIS AGREEMENT. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO AFFILIATE TO INDUE AFFILIATE TO SIGN THIS AGREEMENT. AFFILIATE AGREES TO THE TERMS OF THIS AGREEMENT VOLUNTARILY AND FREELY.
Definitions. As used in this Agreement, the terms set forth below shall have the following meanings:
- “Company Site” means the Internet Site operated by the Company.
- “The One Minute Millionaire Marks” means the trademarks, trade names, service marks and logos of The One Minute Millionaire that may be delivered by The One Minute Millionaire to the Company hereunder.
- “The One Minute Millionaire Site” means the Internet Site operated by The One Minute Millionaire located at http://www.oneminutemillionaire.com.
- “Placements” means (i) graphical links, text links, logos and other promotions that are offered by The One Minute Millionaire now or in the future that link directly from the Company Site to The One Minute Millionaire Site and (ii) other promotions that are offered by the Company now or in the future and link directly to The One Minute Millionaire Site.
- “User Data” means data regarding a user provided by such user on the The One Minute Millionaire Site, including without limitation the user’s name, e-mail address, telephone number and other information about the user.