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FraudLabs™ Affiliate Agreement
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Effective Date: August 30, 2006
Welcome to the FraudLabs Affiliate Agreement ("Agreement"). This Agreement sets
forth the terms and conditions under which FraudLabs.com makes the FraudLabs
Affiliate Program ("Affiliate Program") available to you. By becoming a
FraudLabs Affiliate and using the Affiliate Program you expressly agree to be
bound by and follow all terms and conditions set forth in this Agreement. If
you do not agree to be bound by this Agreement, your sole recourse is not to
participate in the Affiliate Program. FraudLabs.com reserves the right to add,
delete and/or modify any of the terms and conditions contained in this
Agreement, at any time and in its sole discretion, by posting a change notice
or a new agreement on the FraudLabs.com Web Site. In the event of substantive
changes to the terms of this Agreement, you may be notified by email. If any
modification is unacceptable to you, your only recourse is to terminate this
Agreement and your participation in the Affiliate Program. Your continued
participation in the Affiliate Program following posting of a change notice or
new agreement on the FraudLabs.com Web Site will constitute binding acceptance
of the changes.
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| 1. General Rules
1.1 The FraudLabs.com Terms of Service and the FraudLabs.com
Privacy Policy are incorporated herein by this reference. As an Affiliate you
will continue to be bound by the FraudLabs.com Terms of Service and the
FraudLabs.com Privacy Policy. For purposes of clarity, the Affiliate Program is
deemed part of the "FraudLabs.com Services," and all initially-capitalized
terms not defined in this Agreement shall have the meaning set forth for such
term in the Terms of Service and/or the Privacy Policy, and any disputes you
may have resulting from your participation in the Affiliate Program will be
subject to confidential binding arbitration in accordance with Section 12 of
the Terms of Service. In the event of an inconsistency between this Agreement
and the FraudLabs.com Terms of Service this Agreement shall control.
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| 2. Becoming a FraudLabs Affiliate
2.1 Eligibility. FraudLabs.com will only knowingly provide the
Affiliate Program to parties that can lawfully enter into and form contracts
under applicable law. If you are under the age of 18, but at least 13 years of
age, you may participate in the Affiliate Program only under the supervision
and consent of a parent or legal guardian who agrees to be bound by this
Agreement. The Affiliate Program is not intended for children under the age of
13.
2.2 Opening an Account. To become an Affiliate and have the
right to participate in the Affiliate Program, you must enroll in the Affiliate
Program by opening an Affiliate account ("Account") with FraudLabs.com through
its online registration process.
2.3 Contact Information. You must provide FraudLabs.com with
accurate and complete contact and payment information when you open an Account.
You must immediately notify FraudLabs.com if any of your contact or payment
information changes. If you do not provide FraudLabs.com with complete,
accurate, and updated contact information, you may not be eligible to receive
commissions based on your participation in the Affiliate Program.
2.4 Account Security. You will need to select a password if you
open an Account. You will be solely and exclusively responsible for keeping
your password confidential and all use of your password and Account, including,
without limitation, any use by any third party. You must notify FraudLabs.com
immediately if you believe your password has been or may be obtained or used by
any unauthorized person or entity. In addition, you must notify FraudLabs.com
immediately if you become aware of any other breach or attempted breach of the
security of your Account or the FraudLabs.com Service.
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3. Your Obligations
3.1 You must use the Affiliate Program in a manner that
demonstrates common sense and respect for the rights of FraudLabs.com and third
parties. You must comply with the Affiliate Guidelines and any other applicable
guidelines set forth in the FraudLabs.com Content Usage Policy.
3.2 Special Links. As a member of the Affiliate Program,
FraudLabs.com will provide you with special "tagged" link formats ("Special
Link(s)") to be used in linking to the FraudLabs.com Web Site. The Special
Links will permit tracking, reporting, and commission calculations. You must
ensure that each of these links properly utilize the Special Link formats. You
will only earn commissions on activities occurring on the FraudLabs.com Web
Site if such activity was originated from properly formatted Special Links.
FraudLabs.com will not be liable to you for any failure by you to use Special
Links, including to the extent that such failure may result in any reduction of
amounts, which may otherwise be paid to you pursuant to this Agreement.
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4. Customers Purchasing Via the Affiliate Program.
4.1 Order Processing and Reporting. FraudLabs.com will process
all product orders placed by customers who follow Special Links to the
FraudLabs.com Web Site ("Customers"). FraudLabs.com reserves the right to
reject orders that do not comply with any requirements that FraudLabs.com has
and may periodically establish. FraudLabs.com will be responsible for all
aspects of order processing and fulfillment. Among other things, FraudLabs.com
will prepare order forms, process payments and handle customer service.
FraudLabs.com will track sales made to Customers who purchase products using
Special Links from your web site to the FraudLabs.com Web Site and will make
available to you reports summarizing sales activity. FraudLabs.com will use
commercially reasonable efforts to present accurate information in the reports,
but FraudLabs.com cannot guarantee the accuracy of the reports.
4.2 Customers. Customers who buy products through the Affiliate
Program will be deemed to be customers of FraudLabs.com. Accordingly, all of
the FraudLabs.com rules, policies, and operating procedures concerning customer
orders, customer service and product sales will apply to those Customers.
FraudLabs.com may change the FraudLabs.com policies and operating procedures at
any time. Product prices and availability may vary from time to time, and such
price changes may affect products that you already have listed on your web
site. FraudLabs.com will use commercially reasonable efforts to present
accurate information, but FraudLabs.com cannot guarantee the availability or
price of any particular product.
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5. Affiliate Commissions and Reporting.
5.1 Affiliate Commissions. FraudLabs.com will pay you
commissions in accordance with this Agreement and the Affiliate Commission
Schedule ("Commissions"). The Affiliate Commission Schedule is incorporated
herein by this reference. FraudLabs Affiliates can earn commissions on the
following types of transactions:
(a) FraudLabs.com will pay you a commission on qualifying sales
originating from Special Links on your web site or web space in accordance with
the then current Affiliate Commission Schedule (link); and
5.2 Payment of Commissions.
(a) Payment Terms. FraudLabs.com will pay you Commissions on a
monthly basis. Within 60 days following the end of each calendar month,
FraudLabs.com will send transfer the money to your PayPal account for the
Commissions you have earned for the relevant month. However, if the Commissions
payable to you for any month are less than $200.00, FraudLabs.com will hold
your Commissions until the total amount due is at least $200.00 or until this
Agreement is terminated.
(b) Charitable Contribution. Unless you and FraudLabs.com
otherwise agree in writing, FraudLabs.com may remit any payment otherwise due
to you as a contribution in your name to a 501(c)(3) charitable nonprofit
organization of FraudLabs.com's choice (or any charity agreed upon in writing
by you and FraudLabs.com) if: (i) you fail to provide FraudLabs.com with
accurate and complete contact information; and (ii) the funds remain
outstanding for more than 12 months. If FraudLabs.com makes such a
contribution, its obligation to you shall be reduced by the amount of that
contribution.
(c) Termination Fees. If you or FraudLabs.com terminate your
Account, and you have less than $200 in accrued but unpaid Commissions then
outstanding, FraudLabs.com may charge you a $30 processing fee when sending you
your final payment to cover its administrative costs.
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6. Identifying Yourself As An Affiliate.
6.1 Logo. FraudLabs.com will make available to you a small
graphic image that identifies you as a FraudLabs Affiliate Program participant.
You may display this logo or the phrase "In affiliation with FraudLabs.com"
somewhere on your web site or web space. FraudLabs.com may modify the text or
graphic image of this notice from time to time. In addition, FraudLabs.com
encourages (but does not require) you to include a Special Link on your web
site to the FraudLabs.com home page at http://www.FraudLabs.com.
6.2 All other Communications. Except as provided for in the
Affiliate Guidelines, you may not make any press release with respect to this
Agreement or your participation in the Affiliate Program without
FraudLabs.com's prior written consent, which may be given or withheld in its
sole discretion.
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7. Limited Licenses.
7.1 FraudLabs.com License to You of Logo and Links.
FraudLabs.com grants you a limited nonexclusive, nontransferable, revocable
right to use the graphic images and text provided to you by FraudLabs.com, for
use on your web site or web space, solely for the purpose of identifying your
web site or web space as an Affiliate Program participant and to assist in
generating Commissions. In addition, FraudLabs.com grants you a limited,
nontransferable, nonexclusive, worldwide right to reproduce and use all graphic
images and other materials provided to you, solely for the purpose of creating
Special Links connecting your web site or web space to the FraudLabs.com Web
Site and promoting the sale of products on the FraudLabs.com Web Site. All
product images must be served by the FraudLabs.com Web Site and cannot be used
in any form other than the form provided by FraudLabs.com. You may not modify
the graphic images or text, or any other of the FraudLabs.com images, in any
way. FraudLabs.com may revoke your license at any time by giving you written
notice. FraudLabs.com reserves all of its rights in the graphic images, text,
any other images, FraudLabs.com trade names and trademarks, and all other
intellectual property rights. Any and all rights in and to FraudLabs.com's
intellectual property shall inure to the benefit of FraudLabs.com.
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8. Indemnification.
As you are bound by the Terms of Service in using the Affiliate
Program, you must indemnify, defend and hold FraudLabs.com harmless for any
claim arising out of, relating to, or connected with your alleged breach of the
Terms of Service in using the Affiliate Program in accordance with Section 9 of
the Terms of Service. You must also indemnify, defend, and hold FraudLabs.com
harmless based on any claim alleging facts that, if true, would constitute a
breach of this Agreement. You also agree that covered claims under this
indemnity obligation shall include, without limitation (a) any claim that
FraudLabs.com's use of any images provided via your web site or web space
infringes on any trademark, trade name, service mark, copyright, license,
intellectual property, or other proprietary right of any third party; and/or
(b)any claim related to your web site, including, without limitation, content
therein not attributable to FraudLabs.com. FraudLabs.com may withhold any
Commissions that it owes you if you have to indemnify FraudLabs.com.
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9. Term and Termination.
9.1 Term. The term of this Agreement will begin upon
FraudLabs.com's acceptance of your Affiliate Program application and will end
when terminated by either party.
9.2 FraudLabs.com Termination. In its sole discretion, with or
without notice to you, FraudLabs.com may terminate your participation in the
Affiliate Program and terminate your Account. If FraudLabs.com determines, in
its sole discretion, that you are abusing the system, the FraudLabs.com Service
and/or the FraudLabs Affiliate Program, FraudLabs.com may (without limiting any
other rights or remedies available to it) withdraw your participation and
withhold any Commissions payable to you.
9.3 Your Termination. You may terminate your Account for any
reason at any time by visiting the "Close Account" page within the members
area.
9.4 Effect of Termination. You can only earn Commissions during
the term of the Agreement, and Commissions earned through the date of
termination will remain payable only if the related orders are not canceled or
returned. FraudLabs.com may withhold your final payment for a reasonable time
to ensure that the correct amount is paid. Upon the termination of this
Agreement for any reason, you will immediately cease use of, and remove from
your web site, all links to the FraudLabs.com Web Site, product images from the
FraudLabs.com database, all FraudLabs.com trademarks, trade dress and logos,
all Special Links, and all other materials provided by or on behalf of
FraudLabs.com to you pursuant hereto or in connection with the Affiliate
Program.
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