Affiliate App System - Affiliate Terms and Conditions
To be an authorized Affiliate of www.AffiliateAppSystem.com, you agree to abide by the Terms and Conditions contained in this Agreement.
As used in this Agreement:
· “AffiliateAppSystem.com” or “we” means AffiliateAppSystem.com (or its beneficial or legal owner as the context may require).
· “Applicant” or “you” means you.
· “Affiliate” means an Applicant who has completed the application form described below and who has been accepted by AffiliateAppSystem.com into the Affiliate Program.
· “Your Site” or “Affiliate Site” means the website you create using the AffiliateAppSystem.com software, for use in the Affiliate Program.
· The “AffiliateAppSystem.com Site(s)” shall mean any websites that are owned and operated by AffiliateAppSystem.com.
In order to maintain a high quality program for Affiliates, AffiliateAppSystem.com monitors all Program activity and does not accept any Affiliates whose Web site(s) or online activity does not comply with this Agreement.
1. AffiliateAppSystem.com Affiliate Agreement
1.1 By completing and submitting the accompanying (AffiliateAppSystem.com) Affiliate Program application form (as further set out in clause 3), you are agreeing:
(a) to enter into a legal agreement with AffiliateAppSystem.com which contains all of the terms and conditions below and governs your participation in the AffiliateAppSystem.com Affiliate Program (the “Affiliate Program” or “Program”).
(b) not to:
(i) Mislead others;
(ii) Operate or utilize a Web site or email link to Web sites that contain or promote any of these types of content: libellous, defamatory, obscene, pornographic, abusive, violent, bigoted, hate-oriented, illegal, cracking, hacking or warez, or that offer any illegal goods or service, or link to a Web site(s) that do so; and/or
(iii) Engage in spamming, indiscriminate advertising or unsolicited commercial email;
(iv) Engage in cyber squatting or typo squatting; and/or
(v) Offer incentives of any kind such as for reading emails, clicking on links (including PTC programs), registering to web forms or offering any incentives of any kind for any of AffiliateAppSystem.com's campaigns is strictly prohibited. Anyone found in breach of our policies will be terminated from the Program and commission balance set to $0.00.
1.2 The purpose of this Agreement is to govern the terms and conditions relating to HTML linking between Your Site and the AffiliateAppSystem.com Site(s).
2. Statement of Investigation
2.1 You acknowledge that you have read this Agreement and agree to all of its terms and conditions. You acknowledge that you have independently evaluated the desirability of participating in the AffiliateAppSystem.com Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
3. Application to the AffiliateAppSystem.com Affiliate Program
3.1 To begin the application process, you must submit a complete Affiliate Program application. AffiliateAppSystem.com may reject or terminate your application if it determines (in its sole discretion) that you are unsuitable for the AffiliateAppSystem.com Affiliate Program for any reason, including but not limited to:
(a) If you incorporate images, text or content that is in any way:
(i) is lewd, profane, obscene, or indecent, including any content that is violent or pornographic or that contains nudity, explicit violent or sexual material, or depictions of violent or sexual acts;
(ii) is harassing, threatening, abusive, inflammatory or otherwise objectionable, including content used to harass, stalk or threaten a person;
(iii) is unlawful or that could facilitate the violation of any applicable law, regulation or governmental policy;
(iv) offers or disseminates any fraudulent goods, services, schemes or promotions, including any make-money-fast schemes, chain letters, or pyramid schemes;
(v) is libellous, defamatory, knowingly false or misrepresents another person;
(vi) infringes upon the intellectual property rights of any third party, including the copyrights, trademarks, trade names, trade secrets or patents of such third party;
(vii) is harmful to AffiliateAppSystem.com’s or any other party’s systems and Programs, including any transmissions which may damage, interfere with, surreptitiously intercept, or expropriate any system, program, data or personal information;
(viii) violates any obligation of confidentiality;
(ix) violates the privacy, publicity, moral or any other right of any third party; and
(x) consists of any other content that AffiliateAppSystem.com in its sole discretion deems to be unacceptable content; or
(b) If you are threatening or abusing in any way, any of AffiliateAppSystem.com’s staff, including directors, managers, support operators and/or web designers; or
(c) If you provide us with fake details such as your name and/or address. or, if requested, you provide us with a fake copy of your photo id.
3.2 Your account(s) may also be suspended or terminated when multiple active Affiliate accounts have been found to be registered under the same personal data including name, email address etc. If AffiliateAppSystem.com rejects or terminates your application, you may re-apply at any time, and AffiliateAppSystem.com may reconsider the application.
3.3 Keeping an active autoresponder account with AffiliateAppSystem.com’s official email marketing partner GetResponse.com is a requirement for being an AffiliateAppSystem.com Affiliate and is part of becoming an AffiliateAppSystem.com Affiliate. AffiliateAppSystem.com receives a commission from GetResponse for every autoresponder account established with GetResponse through AffiliateAppSystem.com.
3.4 AffiliateAppSystem.com reserves the right to decline (in its sole discretion) any application submitted by any relative, friend and/or acquaintance of any AffiliateAppSystem.com employee (including support staff and managers).
4. Promotional Methods
4.1 You must promote such that you do not mislead the visitor, and such that the links deliver bona fide transactions by the visitor to AffiliateAppSystem.com from the link. You shall not cause any transactions to be made that are not in good faith, including, but not limited to, using any device, program, robot, I frames, or hidden frames. You may or may not be compensated for transactions where you, your agent, friends or family members are the visitor. Multiple leads from the same individual, entity or IP address or referrals with fake/temporary email accounts may be considered non-bona fide transactions. You shall not earn referral fee payouts for non-bona fide transactions.
4.2 Offering incentives of any kind and/or Purchased leads, guaranteed sign-up offers or anything related to "buying leads" on any of our campaigns and/or on our Affiliate Program is strictly prohibited. Any Affiliate found to be generating leads through this form of advertising will be found in breach of this Agreement and deactivated and/or terminated from the Program immediately and any qualifying referral fee or commissions may be forfeited.
4.3 Promoting AffiliateAppSystem.com via unsolicited email is strictly prohibited and you agree to not reference AffiliateAppSystem.com in any way, shape, or form, in any email that you send in which the recipient has not specifically asked to receive it. In the case of mailings which are conducted by a third party on your behalf, you assume full responsibility and you are advised to perform due diligence to ensure that the mailing list is in fact 100% opt-in. Furthermore, you MAY NOT link to AffiliateAppSystem.com from any URL that is promoted via unsolicited email. You represent and warrant that you will not engage in and/or facilitate spamming, indiscriminate advertising or unsolicited commercial email or otherwise fail to comply with any laws and/or regulations whether in New Zealand or elsewhere that govern email marketing and/or communications. You MUST comply with the Unsolicited Electronic Messages Act 2007 in New Zealand or the equivalent legislation applicable to your jurisdiction. You represent and warrant that you will not engage in pop-up or pop-under advertising using any means involving third party properties and/or services (software). Pop up/unders are acceptable on a first party basis only when triggered by Your Site content /site visit or by downloadable software applications for which you are the owner/operator. Pop up/unders delivered through downloadable software cannot engage in means that force clicks or perform redirects, or pop over a pay-per-click listing or natural search results.
4.4 It is strictly prohibited to offer incentives to people for registering their details onto any or all of our web forms (other than incentives directly contemplated by the Affiliate Program). You may not offer incentives or bonuses of any kind to generate leads through our pay per lead campaigns/Programs.
4.5 You understand and agree that AffiliateAppSystem.com may immediately terminate this Agreement and permanently withhold all referral fees or commissions due if you are found in violation of this policy.
5. Linking Your Site to AffiliateAppSystem.com and Limited License Grant
5.1 We will provide you with access to the Affiliate App System software where you can create your AffiliateAppSystem website suitable for the AffiliateAppSystem.com Affiliate Program. We may also provide you with banner, banner advertisements, button links, or text links to the AffiliateAppSystem.com Site(s), containing AffiliateAppSystem.com's trademarks, service marks, trade names, logo and words identifying AffiliateAppSystem.com (the “AffiliateAppSystem.com Marks”) (each of these advertisements and links referred to herein as “Links”, or individually as a “Link”), which, subject to the terms and conditions hereof, you may display on Your Site. In utilizing the Links, you agree that you will cooperate fully with AffiliateAppSystem.com in order to establish and maintain such Links. All Affiliates shall display such Links prominently throughout their Affiliate Site. Each Link connecting users of Your Site to AffiliateAppSystem.com Sites will in no way alter the look, feel or functionality of AffiliateAppSystem.com Site. AffiliateAppSystem.com has the right in its sole discretion to monitor Your Site at any time and from time to time to determine if you are in compliance with the terms of this Agreement. You also agree that you will substitute such images with any new images provided by AffiliateAppSystem.com from time to time throughout the term of this Agreement.
5.2 Subject to the terms and conditions of this Agreement, AffiliateAppSystem.com grants you a limited, non-exclusive, non-assignable, non-transferable, royalty-free license to:
(a) Place Links on the Affiliate Site during the term of this Agreement; and
(b) Use the AffiliateAppSystem.com Marks as incorporated into the Links, for the sole purpose of linking to the AffiliateAppSystem.com Site(s).
6. Ownership of Links and AffiliateAppSystem.com Marks
6.1 You acknowledge that all right, title and interest in the Links and the AffiliateAppSystem.com Marks are exclusively owned by AffiliateAppSystem.com and/or its licensors, and that no right other than the limited license granted herein is provided to you. You shall not assert copyright, trademark or other intellectual property ownership or other proprietary rights whether in New Zealand or elsewhere, in the Links or the AffiliateAppSystem.com Marks or in any element, derivation, adaptation, variation or name thereof.
6.2 You agree that your use of the Links and the AffiliateAppSystem.com Marks incorporated therein inures to the benefit of AffiliateAppSystem.com. All goodwill or reputation in the Links and the AffiliateAppSystem.com Marks shall automatically vest in AffiliateAppSystem.com when the Links are used by you pursuant to this Agreement. You shall not contest the validity of any of the AffiliateAppSystem.com Marks or AffiliateAppSystem.com's exclusive ownership of them. During the term of this Agreement, you shall not adopt, use, or register, or apply for registration of, whether as a corporate name, trademark, service mark or other indication of origin, whether in New Zealand or elsewhere, any of the AffiliateAppSystem.com Marks, or any word or mark confusingly similar to them in any jurisdiction.
7. Referral Fees (Affiliate Financial Compensation)
7.1 Important Message: All Affiliates should be aware that at the present time, all pay-per-lead referral fees relate to leads to the AffiliateAppSystem.com CPA Affiliate Program.
7.2 Qualifying Referral Fees: We will pay you in United States dollars on a pay-per-lead basis, per confirmed lead, at the rate specified on your Affiliate Control Panel. A confirmed lead to the AffiliateAppSystem.com Affiliate Program is achieved when someone subscribes to our website and/or web form and confirms their subscription by email. New lead registrations will have 30 days to confirm their registration. If the new lead has not confirmed their registration within the required timeframe, it will be deleted from your account's pending balance. Notwithstanding the above, AffiliateAppSystem.com reserves the right to determine, in its sole discretion, whether a lead to the AffiliateAppSystem.com Affiliate Program is confirmed for the purposes of paying referral fees to Affiliates.
All Affiliates that are accepted to the AffiliateAppSystem.com Affiliate Program will have access to their own personal Affiliate Control Panel, where they will find the current and accurate pay rate. The pay rate may be changed by AffiliateAppSystem.com in its sole discretion, without notice and will be updated within the Affiliate Control Panel. The current and accurate pay rate will be displayed within the Affiliate Control Panel and will apply to you immediately.
You understand that AffiliateAppSystem.com monitors all Affiliate registrations and subscriptions, and agree that AffiliateAppSystem.com may immediately terminate this Agreement and permanently withhold all referral fees due if you are found in violation of this policy.
7.3 Referral Fee Payments:
(a) AffiliateAppSystem.com will pay all qualifying referral fee payments to you in United States dollars. All Affiliate payments are processed and sent out to Affiliates between the 15th - 22nd of each month for the previous month's approved leads. Please allow additional time for weekends/holidays. All Affiliate payments are subject to:
(i) You having reached minimum payment threshold; and
(ii) Your account not being under investigation for fraud,
(the “Payment Conditions”)
(b) Once a payment has been approved by AffiliateAppSystem.com it will become a "qualifying referral fee" and will be displayed under "amount due" in your Affiliate Control Panel. However AffiliateAppSystem.com still retains the right to decline/cancel a qualifying referral fee. Once your payment has been processed, its status will change from “pending” (Amount Due) to “sent” (Total Paid to date).
(c) In the event your total qualifying referral fees for any month are less than $50.00 (excluding any bonus commissions) we will hold all qualifying referral fees until the amount due to you is at least $50.00 or until such time as this Agreement is terminated, whichever is the earlier.
(d) All Affiliate referral fees are paid on a one time basis only. Multiple subscriptions (leads) to our website from the same IP address or with the same contact details such as email address or name, will only be paid a referral fee once (1 time). If multiple subscriptions (leads) from the same IP address or with the same contact details occur, these commissions per lead will be declined.
(e) If referral fee qualifying services are not confirmed or are unsubscribed by your customer, the corresponding referral fees will be deducted on or after the 15th of the following month, or if the corresponding referral fee has already been paid to you, the referral fee will be deducted from your next monthly referral fee payment.
7.4 Bonus Commission Payments:
(a) You may become entitled to bonus commission payments either at the time when your application is accepted by AffiliateAppSystem.com or otherwise at the discretion of AffiliateAppSystem.com. AffiliateAppSystem.com does not currently have any policies which enable bonus commissions to be paid. Affiliates will be notified if such policies are established by AffiliateAppSystem.com.
7.5 Payout Methods:
(a) Payouts will be paid via PayPal.com. Payments can only be made to verified PayPal accounts (go to www.paypal.com for more information on how to become a PayPal verified member). Receiving your payouts via PayPal will be instant and it's the safe, easy, secure way to send and receive money online. It is your full responsibility to provide us with accurate payout details and keep them up to date at all times. By accepting this Agreement you agree that AffiliateAppSystem.com can never be held responsible if the payout details are incorrect and payment fails to reach you even though we have sent your payment. We can re-issue your payment only after thirty (30) days but within ninety (90) days. An administration and payment cancellation fee of NZ$25 per payment will apply for re-issuing your payment and cancelling your previous payment. We currently do not provide payments via wire transfer.
(b) You are responsible for any and all fees, taxes, exchange rates, surcharges and other expenses incurred in order to receive your commissions. Please check with your local banking institution or with www.paypal.com to find out if any of these apply for your area/country.
7.6 Tax Reporting: By law, you will be fully responsible for paying your own taxes by the rules and laws of your country of residence. AffiliateAppSystem.com will not deduct any tax from Payments made to you. You should seek independent financial advice on your tax and other financial obligations.
7.7 Rules, Policies and Procedures: Any Affiliates who register for any AffiliateAppSystem.com service or product will be deemed to be customers of AffiliateAppSystem.com, and accordingly, all AffiliateAppSystem.com rules, policies, and operating procedures will apply. We will determine the prices charged for the AffiliateAppSystem.com services provided to Affiliates under this Affiliate Program in accordance with our own pricing policies. AffiliateAppSystem.com, at its sole discretion, may change its rules, policies, operating procedures, services offered, pricing and referral fees at any time without prior notice.
7.8 Dispute or Discrepancy: If a dispute or a perceived discrepancy arises between the Affiliate and AffiliateAppSystem.com the Affiliate has 60 calendar days from the date of the sign up transaction made by the Affiliate’s referral, (the sign up date counting as day 1), to notify AffiliateAppSystem.com of such dispute and file a claim. After the 60 day grace period has lapsed (day 61+), all disputes and or claims will be considered null and void.
8.1 AffiliateAppSystem.com actively monitors traffic, actions, referral fees and other Affiliate Program related activities for potential fraud. If AffiliateAppSystem.com suspects that your account has been used in a fraudulent manner, your account will be deactivated effective immediately and with no notice to you, pending further investigation. If you add actions, or inflate actions, through the use of fraudulent means of traffic generation, as determined solely by AffiliateAppSystem.com, you will forfeit all of the payments related to that Program and your Affiliate account will be terminated effective immediately. AffiliateAppSystem.com reserves sole judgment in determining fraud, and you agree to be bound by any and all such determinations as a final judgment on the matter. It is your OBLIGATION to prove to AffiliateAppSystem.com that you have NOT engaged in fraud. AffiliateAppSystem.com will hold your referral fee payments in 'Pending Status' until you have satisfactorily provided evidence that demonstrates to AffiliateAppSystem.com that you have not engaged in fraud. If you are unable to provide AffiliateAppSystem.com with satisfactory evidence that you have not engaged in fraud within seven (7) days of your referral fee payment(s) being placed in “Pending Status,” then AffiliateAppSystem.com reserves the right to terminate your Affiliate account and cancel payment on the applicable referrals, at its sole discretion and without any further obligations to you.
9. Obligations Regarding Your Site
9.1 You are solely responsible for the development, operation, and maintenance of Your Site and for all materials and content that appear on Your Site. AffiliateAppSystem.com will not be responsible for, and disclaims all liability for, any of the foregoing, and you agree to indemnify and hold AffiliateAppSystem.com harmless from: all damages; claims; fees (including legal fees on a solicitor/client basis); and expenses arising from or relating to the development, operation, or maintenance of Your Site and any content displayed on Your Site including but not limited to any claim that content displayed on Your Site infringes or misappropriates any intellectual property right of a third party.
9.2 You agree to indemnify AffiliateAppSystem.com from and against any losses, damages, costs, charges, expenses and other liabilities (including legal fees on a solicitor/client basis), incurred by or awarded against AffiliateAppSystem.com as a result of, or in connection with any infringement or alleged infringement by you of a third party’s intellectual property rights. You agree that:
(a) You will, as soon as reasonably practicable, notify us in writing of any known or reasonably suspected claim;
(b) You will not make any admission of liability or agree to any settlement or compromise in relation to a claim, without our written consent;
(c) You will, at your own expense, conduct any negotiations, proceedings and/or litigation that you deem appropriate provided that you keep us notified; and
(d) You will immediately modify or replace the infringing material so as to avoid the infringement or alleged infringement from reoccurring.
10. Term of the Agreement
10.1 The term of this Agreement begins upon AffiliateAppSystem.com’s acceptance of your application for the Affiliate Program, and ends when terminated by either party in accordance with this Agreement.
11. Termination of the Agreement
11.1 This Agreement may be terminated by either party at any time, for any reason or no reason, upon 24 hours notice. This Agreement may be terminated immediately upon notice for your breach of this Agreement. Your account may be deactivated during investigation of breach of this Agreement. If this Agreement is terminated based upon your breach, you shall not be eligible to enter into a new Affiliate Agreement with AffiliateAppSystem.com, and any attempt to do so shall be null and void. Within 24 hours after termination (whether by you or AffiliateAppSystem.com), you must remove the AffiliateAppSystem.com Links and any other AffiliateAppSystem.com Marks from Your Site and you must destroy or erase from computer memory or any other storage device any items you might have that contain AffiliateAppSystem.com Links, AffiliateAppSystem.com Marks or AffiliateAppSystem.com Confidential Information (as defined herein). Any licences, linking or other rights granted to the Affiliate pursuant to this Agreement will immediately cease upon termination of this Agreement.
11.2 Upon termination, AffiliateAppSystem.com will pay you any qualifying referral fees you might have earned before termination (excluding any bonus commissions), 120 days after the end of the calendar quarter in which this Agreement has been terminated. If your account has been terminated for violating our policy or is under review for fraudulent activity, any and all referral fees and/or commissions will be permanently frozen and/or withheld. Should this Agreement be terminated by AffiliateAppSystem.com, any and/or all leads earned up to 6 months prior to termination of this Agreement will be additionally checked for validity, duplication and/or un-subscribe status.
11.3 AffiliateAppSystem.com may terminate your account, one of your web sites, or your use of a promotional method, from the Program, at any time in AffiliateAppSystem.com's sole discretion. Breach of any section of this Agreement is cause for immediate termination from our Affiliate Program and termination of this Agreement, and may result in a clawback of one or more payouts. AffiliateAppSystem.com may temporarily deactivate or terminate your account if:
(a) You or your agent are responsible for the improper functioning of ad content, or if you otherwise interfere with and/or fail to maintain the tracking code;
(b) Your account has not been logged into and/or there have been no transactions credited to your account for any 30 day period;
(c) You have a negative balance in your account;
(d) AffiliateAppSystem.com determines you are infringing, misusing, diluting, tarnishing or blurring AffiliateAppSystem.com's proprietary rights;
(e) You begin proceedings to challenge AffiliateAppSystem.com's proprietary rights;
(f) A third party (including GetResponse) disputes your right to use any Link, domain name, trademark, service mark, trade dress, or right to offer any service or good offered on your web site, or through any of your promotional means.
(g) Your autoresponder account has been cancelled.
11.4 Any Affiliate who no longer has an active autoresponder account with GetResponse.com or any other of AffiliateAppSystem.com's email marketing partners, will be deactivated/terminated. Once you re-activate your autoresponder account and confirm this with AffiliateAppSystem.com support, we can re-activate your Affiliate account. Upon termination of this Agreement, or in case of deactivation of your account, you shall no longer accrue payouts in your account, including but not limited to subsequent sales and/or leads for click-troughs that occurred prior to termination.
11.5 Any accounts that have had no earnings activity for thirty (30) days or more will be deactivated by AffiliateAppSystem.com without notice. You can re-apply at any time subject to acceptance to the Program.
12. Modification of terms and conditions
12.1 AffiliateAppSystem.com may modify any of the terms and conditions contained in this Agreement and it will be the Affiliate's full responsibility to check the Terms & Conditions on a regular basis. The current and accurate Terms & Conditions will be available on our website at all times with the Affiliate sign-up form. If a modification is unacceptable to you, you may terminate this Agreement by giving notice of termination to AffiliateAppSystem.com and following the procedures in clause 11 (Termination of the Agreement). If you do not give AffiliateAppSystem.com notice of termination in accordance with clause 11 and continue to display the Links on Your Site, then you will be deemed to have accepted the modifications. You acknowledge that by visiting the website from time to time and by using the AffiliateAppSystem.com Affiliate Program, you shall become bound to the current version of the relevant terms and conditions (the "current version") and, unless stated in the current version, all previous versions shall be superseded by the current version. You shall be responsible for reviewing the then current version each time you visit the website and/or use the AffiliateAppSystem.com Affiliate Program.
13. Relationship of the Parties
13.1 You and AffiliateAppSystem.com are independent contractors, and nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and AffiliateAppSystem.com. You understand that you do not have authority to make or accept any offers or make any representations on behalf of AffiliateAppSystem.com. You may not make any statement, whether on Your Site or otherwise, that would contradict anything in this section.
14.1 During the term of this Agreement, you may have access to certain Confidential Information (as defined below), you agree:
(a) Not to disclose any Confidential Information to any third parties (other than your employees and/or consultants reasonably requiring such Confidential Information for the purposes of this Agreement who are bound by obligations of nondisclosure and limited use at least as stringent as those contained herein) without the express prior written consent of AffiliateAppSystem.com;
(b) Not to use any Confidential Information for any purposes except carrying out your rights and responsibilities under this Agreement; and
(c) To keep the Confidential Information confidential using the same degree of care you use to protect your own confidential information, as long as you use at least reasonable care.
14.2 For purposes of this Agreement, Confidential Information means any and all information in written, representational, electronic or other form relating directly or indirectly to the present or potential business, operation or financial condition of AffiliateAppSystem.com (including, but not limited to, marketing plans, customer and supplier lists and product data) excluding any such information which at the relevant time:
(a) is known to the public (through no act or omission of the Affiliate in violation of this Agreement);
(b) is lawfully acquired by the Affiliate from an independent source having no obligation to AffiliateAppSystem.com; or
(c) was known to the Affiliate prior to its disclosure under this Agreement.
15. Guarantee and Indemnity by directors/trustees
15.1 Where the Affiliate is an incorporated body or a trust, the directors or trustees of the Affiliate (as the case may be) from time to time (the “Covenantor(s)”) agree to provide the following guarantee:
(a) The Covenantor(s) (jointly and severally) guarantee(s) to AffiliateAppSystem.com the due performance by the Affiliate of all of its obligations under this Agreement. The Covenantor(s) agree(s) that it will cause the Affiliate to comply with the terms of this Agreement.
(b) The liability of the Covenantor(s) under this guarantee constitutes a principal obligation of the Covenantor(s) and shall not be relieved or in any way affected in a manner prejudicial to AffiliateAppSystem.com by the granting of time, waiver or forbearance to sue by AffiliateAppSystem.com or by any act, omission, matter, circumstance or law whereby the Covenantor(s) as surety only would, but for the provisions of this clause, have been released from liability hereunder.
(c) The Covenantor(s) acknowledges that the guarantee is a continuing one and AffiliateAppSystem.com is not bound to exercise or exhaust its remedies under this Agreement before being entitled to enforce the guarantee.
(d) The Covenantor(s) has/have read all of the terms and conditions of this Agreement and understand(s) that this clause 15 is binding upon him/her/them notwithstanding that any part of this Agreement may be found to be irregular or defective in any way.
15.2 The Affiliate and the Covenantor(s) each agree that they shall, jointly and severally, indemnify AffiliateAppSystem.com upon demand from time to time against all or any costs, losses (including loss of profit and full costs on a solicitor and client basis incurred by AffiliateAppSystem.com) or expenses which AffiliateAppSystem.com may sustain or incur as a consequence of:
(a) Any default by the Affiliate under this Agreement; and/or
(b) The occurrence or continuance of such default.
16.1 Except as expressly set forth in the Agreement, AffiliateAppSystem.com makes no representations or warranties, and expressly disclaims any representations or warranties, express or implied, regarding the Affiliate Program, the Links, trademarks, the AffiliateAppSystem.com Sites, the AffiliateAppSystem.com service, and any other service provided by AffiliateAppSystem.com hereunder, and any other service, content, tools, or related documents or materials (in electronic form or otherwise) provided hereunder, including, without limitation, any implied warranty of merchantability or fitness for a particular purpose, title or non-infringement and implied warranties arising from a course of dealing or course of performance or trade usage. AffiliateAppSystem.com expressly disclaims any representation or warranty regarding the performance, availability, functionality, or any other aspect of the AffiliateAppSystem.com Sites.
16.2 Every effort has been made to accurately represent this product and its potential. There is no guarantee that you will earn any money using the techniques and ideas in these materials. Examples in these materials are not to be interpreted as a promise or guarantee of earnings. Earning potential is entirely dependent on the person using our product, ideas and techniques. We do not purport this to be a "Get Rich Scheme".
16.3 Any claims made of actual earnings or examples of actual results can be verified upon request. Your level of success in attaining the results claimed in our materials depends on the time you devote to your Affiliate Marketing Website, ideas and techniques mentioned, your finances, knowledge and various skills. Since these factors differ according to individuals, we cannot guarantee your success or income level. Nor are we responsible for any of your actions. This is not a pyramid scheme and your remuneration does not rely on the performance of any other Affiliate in the Program.
16.4 Materials in our product and our website may contain information that includes or is based upon forward-looking statements. Forward-looking statements give our expectations or forecast of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. Any and all forward looking statements here or in any of our material are intended to express our opinion of earnings potential. Many factors will be important in determining your actual results and no guarantees are made that you will achieve results similar to ours or anybody else's. In fact, no guarantees are made that you will achieve any result from our website, ideas and techniques in our material.
16.5 You understand that the operation and/or use of the Links, Your site or the AffiliateAppSystem.com Site(s) may not be uninterrupted or error free, and may have errors or omissions. You agree that AffiliateAppSystem.com will not be liable for any interruptions or errors in using the Links.
17. Limitation of Liability
17.1 AffiliateAppSystem.com will not be liable for lost profits, lost business opportunities or any other indirect, special, punitive, incidental, or consequential damages arising out of or related to this Agreement, the Links, the AffiliateAppSystem.com service or AffiliateAppSystem.com Affiliate Program, even if AffiliateAppSystem.com has been advised of the possibility of such damages, including loss of data or loss or interruption of services or communications. Further, AffiliateAppSystem.com’s aggregate liability for direct damages arising under this Agreement will not exceed the amount of the total referral fees paid or payable to you under this Agreement.
18. Miscellaneous Provisions
18.1 Governing Law: This Agreement will be governed by the laws of New Zealand, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the courts located in New Zealand and you irrevocably consent to the non-exclusive jurisdiction of such courts.
18.2 No Assignment: 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.
18.3 No waiver: 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.
18.4 Amendment: You agree that AffiliateAppSystem.com reserves the right to change and alter these terms and conditions at its sole discretion and to apply any changes or alterations retroactively as AffiliateAppSystem.com sees fit.
18.6 Injunction: The parties acknowledge that monetary damages will not necessarily be an adequate remedy for breach of this Agreement and AffiliateAppSystem.com may, in addition to any other legal or equitable remedies, seek an injunction, specific performance or any other legal or equitable relief against such breach or threatened breach without the necessity of posting any bond.
18.7 Invalidity: In the event that any provision of this Agreement shall, in whole or in part, be determined to be invalid, unenforceable or void for any reason, such determination shall affect only the portion of such provision determined to be invalid, unenforceable or void, and shall not affect in any way the remainder of such provision or any other provision of this Agreement. You and AffiliateAppSystem.com agree to negotiate in good faith or to permit a court or arbitrator to replace any provision of this Agreement held invalid, unenforceable or illegal with a valid provision that is as similar as possible in substance to the invalid, unenforceable or illegal provision.
18.8 Force Majeure: In no event shall AffiliateAppSystem.com have any liability for any delayed performance or non-performance by AffiliateAppSystem.com which results, in whole or in part, directly or indirectly, from any cause beyond the reasonable control of AffiliateAppSystem.com.
18.9 Clauses Surviving Termination: The provisions of clauses 6 to 11, 13 to 18 and any other clause which, by its nature, is intended to survive termination, shall survive termination or expiration of the Agreement.