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Affiliate Terms and ConditionsThis Agreement contains the complete terms and conditions that apply to an individual or entity's participation in the Mad Spider affiliate program (the "program"). As used in this Agreement, "we" means Mad Spider, LLC P.O. BOX 25351, Shawnee Mission, KS 66225 doing business as Mad Spider, and "you" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to Mad Spider's site, located at the URL www.madspider.com, or to any site that will link to our site.1. Becoming an affiliate To apply as an affiliate, you will submit a complete program application via our site. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine, in our sole discretion, that your site is unsuitable for the program. Unsuitable sites include, but are not limited to, those that:
By participating in the program you agree that your referring site will not engage in any such activities. If we reject your application, you are welcome to re-apply to the program at any time. You should also note that if we accept your application and your site is thereafter determined, in our sole discretion, to be unsuitable for the program, we may terminate this Agreement. 2. Links on Your Site Once you have been notified that your site has been accepted into the program, you may provide on your site one or more of the following types of links to our site: General Link to madspider.com Home Page: You may provide a general link on your site to our home page at http://www.madspider.com. We will provide you with guidelines and graphical artwork to use in linking to our home page. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with special "tagged" link formats to be used in all links between your site and our site (and for purposes of this Agreement, the browser window described above that opens upon a user's clicking on a Madpsider link) where appropriate. You must ensure that each of the links between your site and our site properly utilizes such Tracking Link formats. You will earn referral fees only with respect to activity on our site occurring directly through Tracking Links; we will not be liable to you with respect to any failure by you to use Tracking Links, including to the extent that such failure may result in any reduction in the amount that would otherwise be paid to you pursuant to this Agreement. 3. Policies and Pricing Customers who buy services through this program will be deemed to be customers of Mad Spider. Accordingly, all Mad Spider rules, policies, and operating procedures concerning customer orders, customer service, and service sales will apply to those customers. We may change our pricing, policies and operating procedures at any time. 4. Web Site Services Processing We will process orders placed by customers who follow Tracking Links from your site to our site. We reserve the right to reject orders that do not comply with any requirements that we may establish periodically. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service. We will track sales made to customers who lease Web site services by using Tracking Links from your site to our site and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time at our discretion. 5. Referral Commission » Current Mad Spider Customers:
» Non-Mad Spider Customers:
6. Referral Fee Payment We will pay you referral fees on a monthly basis. We will accrue and withhold referral fees until the total amount due is at least $50.00. 7. Information Collection You acknowledge that, by participating in the affiliate program and placing any of the above links within your site, Mad Spider may receive information from or about visitors to your site or communications between your site and those visitors. Your participation in the Mad Spider program constitutes your specific and unconditional consent to and authorization for Mad Spider's access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in Mad Spider's Privacy Policy. In addition, you acknowledge that we may crawl or otherwise monitor your site for the purpose of ensuring the quality and reliability of Tracking Links on your site (for example, to detect links that are broken or non-functional, links to products that are discontinued, etc.). Therefore, you agree that we may take such actions and that you will not seek to block or otherwise interfere with such crawling or monitoring. Further, you acknowledge and agree that you will: A. Use any data, images, text, or other information obtained by you from us or our site in connection with this Agreement ("content") only in a lawful manner and only in accordance with the terms of this Agreement; B. Not modify or alter any content that consists of a graphic image, other than to resize it; C. Not edit any content that consists of text, other than to shorten its length: D. Not use any content in a manner intended to send sales to any site other than the Mad Spider site; and E. Promptly delete any content that is no longer displayed on the Mad Spider site or that we notify you is no longer available for your use. 8. Identifying Yourself as an Associate You may not issue any press release with respect to this Agreement or your participation in the program; such action may result in your termination from the program. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement 9. Limited License We grant you a nonexclusive, revocable right to use the graphic image and text described in Section 2 and such other text or images for which we grant express permission, solely for the purpose of identifying your site as a program participant and to assist in generating Service sales. You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines, as those guidelines may change from time to time. We may revoke your license at any time by giving you written notice. 10. 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 including but not limited to:
We disclaim all liability for these matters. Further, you will indemnify 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. 11. 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 notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all Mad Spider trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the program. You are eligible to earn referral fees only on our sales of Services that occur during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. 12. Terms of the Agreement 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. Changes may include in the scope of available referral fees, referral fee schedules, payment procedures, and program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement. 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 change. 13. 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. 14. 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, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the program will not exceed the total referral fees paid or payable to you under this Agreement. 15. Disclaimers We make no express or implied warranties or representations with respect to the program or any products sold 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 will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors. 16. 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. 17. Miscellaneous This Agreement will be governed by the laws of the United States and the state of Kansas, without reference to rules governing choice of laws. 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 be 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. |
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