| Registration Agreement.
This Affiliate Program
Agreement is made by and between Childcare Directory, a subsidiary of
ParrComm, Inc., and you.
Your aspiration is to earn
compensation through your Web site by increasing sales for Childcare Directory,
you request permission to participate in and agree to adhere to the terms
and conditions of the Childcare Directory "Affiliate Program" as
follows:
Business Practices
As a member of our "Affiliate Program", you agree engage in only
'Ethical Business Practices' as are defined by Childcare Directory:
- You have a quality Web
site that is professionally arranged, and periodically maintained.
- Your Web site does not
contain, promote, or link to Web sites or any form of media that
contain, encourage, produce or promote, libelous, defamatory, obscene,
pornographic, abusive, violent, bigoted, hate-oriented, or illegal
offers whatsoever.
- Upon approval, you may
post the Childcare Directory link on your Web site as is granted in
this agreement. The links you establish between Childcare Directory
and your Web site will provide you with the opportunity to earn
payouts for sales that result.
- Childcare Directory will
provide you with reasonable support for the service.
Tracking and Reporting
Childcare Directory will track sales that result directly from links to
your Web site and allocate payouts. If your links are not tracking due to
circumstances under your control, you will repair or fix the problem
promptly.
- 1. You may plant our
links on or remove them from your Web site and your e-mail messages at
your discretion subject to the terms and conditions of this agreement.
- You may not
place our links in newsgroups, on message boards, in unsolicited
e-mail messages, or banner networks, counters, chat-rooms, guest
books, IRC channel, or any other format not consistent with the
provisions of this agreement.
- Your links must be
placed with the intent of deliver legitimate sales to Childcare Directory.
- Once approved as a
member of our 'Affiliate Program', Childcare Directory reserves the
right at our discretion to terminate your linking rights without prior
notice or explanation. Termination in this manner shall not affect any
payouts that you earned prior to termination.
Payouts
Childcare Directory reserves the right to change any payout amount or
percentage as to new transactions at any time; however, payouts shall
accrue in accordance with the program, amount or percentage in effect at
the time the payout is earned. Upon any change to the payout in amount or
percentage, Childcare Directory will send each member who hosts' links to
our Web site an email notice regarding the change. It is your duty to
determine the current payout rates in effect.
Childcare Directory will
credit your account with $5.00 for each lead that signs up and is accepted
to participate as an affiliate at Childcare Directory within 24 hours of
the visit from your link.
A legitimate sale or lead will be deemed to
have resulted directly from one of your links, if the sale or lead occurs
within 24 hours of the time that the visitor clicked on your direct link
to Architecturals.net. If a sale occurs more than 24 hours after the
visitor last clicked on one of your links, then you will not be credited
with the payout. If a visitor has clicked on two different affiliates'
links within 24 hours of a resulting sale, the payout will be credited to
the host of the link clicked last.
Childcare Directory
Obligation to Pay
If your account balance exceeds the "Minimum Balance Amount" of
US$25.00 as set by Childcare Directory at the end of any calendar month,
the entire accumulated positive balance in your account will be
transmitted.
- If your account does not
meet the "Minimum Balance Amount", the funds will not be
transmitted until the end of a subsequent calendar month in which you
achieve the "Minimum Balance Amount".
- Your Account will not
accrue interest.
Charge-backs
Childcare Directory will reverse any payout related to a sale or lead in
any case of a product return; duplicate entry or other clear error; an
illegitimate sale, lead; or, with respect to a sale, non-receipt of
payment from the visitor to the merchant.
- In the event Childcare Directory
receives a charge-back request within 10 days of the date your account
was credited for the related payout, Childcare Directory has the right
to debit your account in the amount of the related payout.
- Childcare Directory
may withhold other payouts earned to offset the Charge-back(s)
against your account.
- If your Account balance
is less than the amount of your charge-back(s), the difference will be
deducted against your future earnings.
Proprietary Rights and
Licenses
You represent and warrant that none of the content that you provide to
this program, on your Web site or in any e-mail in which you place one of
our links is defamatory, libelous, unlawful or otherwise objectionable, or
infringes upon any third party's rights (including, without limitation,
intellectual property rights).
- Childcare Directory
grants you a revocable, non-transferable, royalty free, international
license, subject to the terms and conditions of Childcare Directory
license, to allow Childcare Directory links to be created on your Web
site and e-mail and to copyrights Childcare Directory content for the
limited purposes of and subject to the terms and conditions of this
agreement.
- You agree to remove or
update any link promptly upon Childcare Directory request. You shall
not otherwise copy, nor in any manner modify, in any way any icons,
buttons, banners, graphics files, names, trademarks, or copyrighted
content that you receive from Childcare Directory.
- Your provision to the
Service of any images, technology or content shall not affect your
proprietary rights, if any, and no part shall be deemed licensed
except as explicitly provided for herein, and, under no circumstances,
shall any part be deemed assigned in any manner.
- You shall not challenge
the validity of or attempt to register any marks, or your interest
therein as a licensee of Childcare Directory.
- You shall
not adopt any names, trademarks, or service marks of or similar to
those provided by Childcare Directory.
- By your use
of any Childcare Directory links, trademarks, service marks, and
copyrighted content ("Intellectual Property"), you
acknowledge you have no proprietary rights in the Intellectual
Property and agree not to challenge Childcare Directory
proprietary rights.
- You
acknowledge the right of Childcare Directory to use all names;
trademarks and service marks that may appear in each link you
cause to be placed on your Web site or in your e-mail.
- You agree
that all goodwill arising as a result of your use of Childcare Directory
links shall inure to the benefit of Childcare Directory. Limited
only by the express license and/or license herein to use links.
- You agree
that the intellectual property rights, including trademarks,
copyrights, patent rights or applications, trade names and service
marks related to the foregoing remain with Childcare Directory.
- 5. You agree that any
license to you under this Agreement may be terminated immediately
without notice to you if Childcare Directory has reasonable concerns
that you are diluting, tarnishing or blurring the value of the marks,
and no notice shall be required for termination for breach of Childcare Directory
intellectual property rights.
Privacy and Confidentiality
Childcare Directory respects privacy, and promises not to disclose, other
than under compulsion of law, including subpoena, and as reasonably
necessary to our agents, consultants and potential investors, any personal
or business information that can be linked specifically to any of your
visitors, without your express permission.
- To the extent Childcare Directory
collects any such information. Childcare Directory will not sell the
name, e-mail address, phone number, or any other personal information
regarding your visitors to anyone.
- Childcare Directory
considers this information to be private, and, if ever collected,
will treat it as such.
- By clicking
on our links, your visitors will have cookies placed on their hard
drives.
- You agree Childcare Directory
may post performance statistics based on you and your links.
- Childcare Directory
reserves the right to be able to utilize this data, which may include
information about you, in aggregate to analyze service trends, monitor
service efficiencies, and for such other uses as Childcare Directory
considers appropriate.
- Childcare Directory
will not disclose publicly or on its web site, any of your data
separately, or in a manner that would enable anyone to identify
such data with you, unless Childcare Directory is under compulsion
of law.
Requirements of the Service
Childcare Directory reserves the right to judge any content or Web site
inappropriate based on reasonable Internet business standards. As Childcare Directory
may not review all information provided by you, you shall remain solely
responsible for your content and Web site. You understand and agree that Childcare Directory
is, under no circumstances, responsible for the content or practices on
any Web site.
- You agree that Childcare Directory
may rely on any data, notice, instruction or request received that Childcare Directory
reasonably believes to be genuine and to be authorized by you.
- You shall
promptly notify Childcare Directory by e-mail of any known or
suspected unauthorized use of your account, or any known or
suspected breach of security.
- You shall
be responsible for maintaining the confidentiality of your email
and password and you are responsible for all usage and activity on
your account, whether authorized by you or not.
- Any
reasonably suspected fraudulent, abusive or otherwise illegal
activity is grounds for immediate termination of this Agreement
and deactivation of any of your links, without notice and Affiliate
to the appropriate law enforcement agencies.
Changes to the Service
Childcare Directory reserves the right to modify, add or remove portions
of this Agreement and may add to, change, suspend or discontinue any
aspect of the service. Except as otherwise provided in this agreement.
- Childcare Directory will
provide you with notice at least 7 calendar days prior to any such
changes taking effect, during which time You may terminate this
agreement immediately by notifying Childcare Directory and taking all
reasonable steps to immediately withdraw from the 'Affiliate Program'.
- Your failure to so
terminate this Agreement during those 7 calendar days shall be deemed
your irrefutable acceptance of the change to this agreement or
material change to the Service.
Remedies
Absent manifest error, the number or amount of sales, and/or leads, the
credits for payouts, and the charges for Charge-backs, that are calculated
by Childcare Directory in good faith shall be final and binding.
- Childcare Directory may
terminate this agreement, deactivate you or remove any of our links
without prior notice if Childcare Directory believes in good faith
that you are:
- Harming the
reputation of Childcare Directory.
- In breach
of this agreement.
- Not
responding reasonably promptly to Childcare Directory attempts to
communicate.
- If you fail to remedy a
breach of this agreement or fail to provide evidence satisfactory to Childcare Directory
that no breach has occurred, Childcare Directory may in its sole
discretion terminate this agreement without any further obligation or
compensation to you for such termination.
- You acknowledge that
remedies at law may be inadequate to protect against breach of Childcare Directory
intellectual property rights, as prohibited under this Agreement, and
you hereby agree to the granting of injunctive relief without the
posting of a bond or undertaking, for the protection of terms laid out
in this Agreement without proof of actual damages.
- The parties
further agree that in the event legal proceedings are initiated to
enforce this agreement, attorneys' fees shall be awarded to the
prevailing party.
- Should you and any third
party each allege entitlement to any money or other property that Childcare Directory
possesses, Childcare Directory has the right to interplead any such
money or property into any court with jurisdiction over this agreement
and deduct the associated reasonable costs and attorneys' fees from
your account.
- No remedy or election
shall be deemed exclusive but shall, wherever possible, be cumulative
with all other remedies at law or in equity.
Disclaimer of Warranties
& Limitation of Liability
Each party will make reasonable commercial efforts to keep its Web site
operational. However, certain technical difficulties may, from time to
time, result in temporary service interruptions. We agree and acknowledge
that it is normal to have a certain amount of system downtime and agree
not to hold each other liable for any of the consequences of such
interruptions.
- ANY LIABILITY OF Childcare Directory
UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL OF YOUR PAYOUTS
PAID AND PAYABLE BY Childcare Directory DURING THE TERM OF THIS
AGREEMENT.
- Childcare Directory
SHALL NOT BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL,
INCIDENTAL, OR PUNITIVE DAMAGES, NOR ANY CLAIM BY ANY THIRD PARTY
INCLUDING BUT NOT LIMITED TO A CLAIM BY A MEMBER, EVEN IF Childcare Directory
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.
- TO THE FULLEST EXTENT
PERMISSIBLE PURSUANT TO APPLICABLE LAW, Childcare Directory DISCLAIMS
ALL WARRANTIES EXPRESS OR IMPLIED. INCLUDING, BUT NOT LIMITED TO:
- THAT THE
SERVICE WILL BE MERCHANTABLE AND/OR FIT FOR A PARTICULAR PURPOSE.
- THAT THE
SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.
- THAT
DEFECTS WILL BE CORRECTED.
- THAT THERE
ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS.
- THAT THE
SECURITY METHODS EMPLOYED WILL BE SUFFICIENT.
- REGARDING
CORRECTNESS, ACCURACY, OR RELIABILITY.
- AGAINST
INTERFERENCE WITH YOUR ENJOYMENT OF THE INFORMATION.
- AGAINST
INFRINGEMENT. ALL 'INFORMATION' AND 'COMPUTER' PROGRAMS' PROVIDED
IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND
THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY,
AND EFFORT IS WITH YOU AS THE USER.
- Childcare Directory
SHALL NOT BE LIABLE TO YOU OR ANY OF YOUR DIRECTORS, OFFICERS,
SHAREHOLDERS, AGENTS, EMPLOYEES, LICENSEES, OR ATTORNEYS, FOR Childcare Directory
WILLFUL, RECKLESS OR NEGLIGENT CONDUCT RELATED TO OR ARISING FROM:
- FAILURE BY
YOU OR YOUR MERCHANTS TO USE THE MOST RECENT VERSION OF TRACKING
CODES OR LINKS, OR THE MODIFICATION OR MISUSE THEREOF.
- Childcare Directory
DELAY IN FURNISHING SERVICES
- THE
INABILITY TO USE THE SERVICE OR ANY INFORMATION PROVIDED ON ANY
WEB SITE OR ANY LINKED WEB SITE.
- ANY CLAIM
ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN ANY WEB
SITE OR ANY LINKED WEB SITE.
- UNAUTHORIZED
ACCESS TO, ALTERATION OF, OR DESTRUCTION OF THE WEB SITE, CUSTOMER
DATA FILES, SYSTEMS OR PROGRAMS.
- ANY ACT OR
OMISSION BY A 'AFFILIATE PROGRAM' MEMBER.
- THE CONTENT
OR USE OF ANY WEB SITE.
- YOU ACKNOWLEDGE THAT THE
PROVISIONS HEREIN ARE AN ESSENTIAL ELEMENT OF THE BENEFIT OF THE
BARGAIN REFLECTED IN THIS AGREEMENT.
Indemnification
You shall defend, indemnify and hold Childcare Directory harmless against
all claims, suits, costs, damages and judgments incurred, claimed or
sustained by third parties related in any manner to this agreement. |