This AdButler Affiliate Agreement (hereafter, the "Agreement") is a legal contract between the customer ("You", "Your" etc) and SparkLIT Networks, Inc., owners of AdButler ("AdButler"). The Agreement governs the terms and conditions of service governing your AdButler Affiliate Account (the "Account"). Your use of the Account is conditional uponnditional upon your acceptance of this Agreement. The customer accepts and agrees to be bound by all the terms and conditions of this Agreement, as well as any additional terms specific to particular products or services for which you register. Such additional terms may be found in the Agreements & Policies section of SparkLIT's website, and shall be considered a part of this Agreement with respect to the services they cover. Since this is a binding legal agreement between you and SparkLIT, please print a copy of this Agreement for your records.
1. REGISTRATION PROCESS
2. YOUR PROMISES AND OBLIGATIONS
AS A CONDITION OF RECEIVING AN ACCOUNT, YOU PROMISE, REPRESENT, AND WARRANT THE FOLLOWING.
(a) All of the registration information you supply to AdButler is true, complete, and accurate, and you will notify AdButler of any changes to your registration data during the term of this Agreement and submit updated information within twenty (20) days of any such changes;
(b) Under no circumstances will AdButler or any property or identifying mark of AdButler's, including but not limited to: AdButler's name, trademarks, advertising, logos, and URLs, become associated, aligned, or otherwise affiliated with any:
i. hate propaganda or material that encourages or promotes illegal activity or violence;
ii. content that violates or infringes in any way upon the statutory, common law, or proprietary rights of others, including but not limited to copyrights, trademark rights, patents, or any other third party intellectual property, contract, privacy, or publicity rights;
iii. material that promotes or utilizes software or services designed to deliver unsolicited email;
iv. material that violates any local, state, or national law or regulation;
v. misrepresentations or material that is threatening, abusive, harassing, defamatory, obscene, profane, indecent, or otherwise objectionable, offensive, or harmful; or
vi. other material that AdButler, in its sole discretion, deems inappropriate, including any violations of standards posted on AdButler's website or sent to you by email;
(e) You will comply with all local, state, and federal laws and regulations governing your actions under this Agreement;
(f) Neither you nor any member of your immediate family is now, or has ever been, employed by AdButler Networks; and
(g) You have full power and authority to enter into this Agreement and to perform your obligations hereunder.
Without limiting its other remedies, AdButler may refuse or cancel your Account at any time for any violation of the foregoing promises.
AdButler agrees to pay commission fees either in real funds or through credit towards AdButler products/merchandise ("Credit") in accordance with the preference of the owner of the account. AS A CONDITION OF RECEIVING PAYMENT, YOU ACKNOWLEDGE YOUR CONSENT TO THE FOLLOWING ARTICLES CONCERNING PAYMENT.
Section 4.1 Verification of Purchase.
AdButler's billing practices involve monthly charges and a 30 day money back guarantee on many products. For this reason, purchases may not be verified for periods of up to a month. AdButler therefore will pay commissions only after such time as a purchase is made final and payment has been received for said purchase. Commission will not be paid on refunded sales, nor on payments that are dishonored or declined.
Section 4.2. Payment of Commission
AdButler agrees to pay commission rates based on the percentages posted on the affiliate administration page at the time the purchase is verified and the commission is credited to your Account.
AdButler reserves the right to alter its rates at any time. The new rates will be posted to the affiliate administration page when they take effect. In the event of a rate change, you're the net value (in terms of dollars) of commissions already pending or credited will not decrease. Changes in the rates paid for Credit may result in either an increase or a decrease of total Credit value.
Section 4.3 Purchases Qualifying for Commission
AdButler agrees to pay commission on setup fees and/or the first monthly charge (as applicable) for the following products: adButler, Web Polls, Mail Forms, and Survey Logix. New products may be added to this list at any time at AdButler's discretion. If a product should be removed from this list, AdButler agrees to provide 1 month advance notification by email to whatever email address is provided in your Account information.
AdButler will pay commission only on the setup fee and the first monthly charge for a product. All other charges, including but not limited to recurring monthly charges, additional service fees, and upgrade fees, do not qualify for commission.
Section 4.4. Method of Payment.
Users opting for payment in Credit will have their balance automatically adjusted electronically. This credit will first be applied against outstanding charges. Any remainder will be available for use in purchasing new products or Services.
Users opting for payment in U.S. Dollars will be paid by check. Checks will be issued within 28 days of receipt of a request for check, and mailed to the address provided in your billing information. IT IS YOUR RESPONSIBILITY TO MAINTAIN ACCURATE MAILING INFORMATION FOR YOUR ACCOUNT.
No payments will be issued until requested, and commissions will be recorded in the Account. IT IS YOUR RESPONSIBILITY TO REQUEST PAYMENT.
4. MODIFICATIONS TO THIS AGREEMENT
AdButler may change any other terms of this Agreement at any time by updating the applicable information or terms posted on AdButler's website. Changes to terms not related to commission rates will become effective fifteen (15) days after such notification. If you do not agree to any changes posted by AdButler in accordance with this Section, you must cancel your account or the affected Service as provided herein before the given changes become effective; otherwise you will be deemed to have accepted and agreed to the changes.
Additional modifications to these terms and conditions may be made in special circumstances, but only if approved in advance in a signed writing on AdButler's letterhead by an executive vice president or higher-level officer of SparkLIT Networks Inc. Product sales and support representatives are not authorized to waive or modify any provisions of this Membership Agreement. No failure by AdButler to enforce any term of this Agreement shall be construed as a waiver thereof, nor shall it affect your obligations or AdButler's rights and remedies hereunder.
5. TERM AND TERMINATION OF AGREEMENT
The term of this Agreement will begin on the date that AdButler accepts your initial registration and will continue in force until terminated according to this section. Either party may terminate your Account at any time and this Agreement by written notice to the other party. AdButler agrees to pay any outstanding balance on your Account at the time of termination. AdButler also reserves the right to terminate your account and this Agreement immediately and without notice in the event that you breach any provision of this Agreement.
6. OWNERSHIP RIGHTS
You agree and understand that all graphic designs, icons, Tags, HTML code, computer programming, and other elements provided by AdButler for the purposes of the affiliate program are the exclusive property of AdButler. In addition, you acknowledge that AdButler owns all right, title, and interest in and to AdButler's trademarks, trade names, service marks, inventions, copyrights, trade secrets, patents, technology, software, and know-how related to the design, function, or operation of the Service. Your rights to the Account are strictly limited to the rights expressly granted in this Agreement.
7. DISCLAIMER OF WARRANTY
AdButler makes no guarantees of any kind regarding the use or the results derived from any Services in terms of dependability, accuracy, security, timeliness, availability, reliability, or usefulness. The Services and all related materials are provided "AS IS" without warranty of any kind. ADBUTLER HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE SERVICES AND RELATED MATERIALS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ADBUTLER DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICES WILL BE SUITABLE FOR YOUR NEEDS OR YOUR INTENDED APPLICATIONS, OR THAT THE SERVICES WILL BE COMPATIBLE WITH OR OPERATE IN THE HARDWARE, SOFTWARE, OR WEBSITE CONFIGURATIONS THAT YOU SELECT.
8. LIMITATION OF LIABILITY
IN NO EVENT WILL ADBUTLER BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR INDIRECT DAMAGES OF ANY KIND OR NATURE, INCLUDING BUT NOT LIMITED TO LOSS OF INCOME, LOSS OR DAMAGE OF DATA, AND DAMAGE TO BUSINESS REPUTATION, UNDER ANY THEORY OF LAW OR EQUITY, AND WHETHER OR NOT ADBUTLER IS NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
FURTHERMORE, IN NO EVENT WILL ADBUTLER'S TOTAL, CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT RECEIVED BY ADBUTLER FROM YOU UNDER THIS AGREEMENT DURING THE THREE (3) MONTHS PRECEDING THE EVENTS OR CIRCUMSTANCES GIVING RISE TO LIABILITY, OR, IF SUCH LIABILITY ARISES FROM ANY PARTICULAR SERVICE(S), THEN ADBUTLER'S LIABILITY WILL BE LIMITED TO THE FEES YOU HAVE PAID TO ADBUTLER FOR THE PARTICULAR SERVICE(S) DURING SUCH THREE-MONTH PERIOD. Without limiting the foregoing, AdButler is not responsible for any of your data residing on AdButler hardware. You are responsible for backing-up your data and information that may reside on AdButler's hardware or Network, whether or not such information is produced through the use of the Service.
You agree to indemnify, hold harmless, and (at AdButler's request) defend SparkLIT Networks Inc and its officers, directors, shareholders, and representatives from and against any and all liability, damages, losses, costs, or expenses (including but not limited to attorneys' fees and expenses) incurred in connection with any claim related to (a) your breach of any term, condition, representation, warranty, or covenant in this Agreement; or (b) the information you supply to AdButler or make available to any third party, including your registration data and the content of the web pages corresponding to the URLs you submit to AdButler. This obligation shall survive any termination of your relationship with AdButler.
10. SOLE AND EXCLUSIVE REMEDY
If you are dissatisfied with any portion of any Service, your sole and exclusive remedy is to cancel your account or your subscription to the given Service according to this Agreement. No refunds are available except as expressly provided in the Section entitled "Refunds" above.
11. GENERAL PROVISIONS
The laws of the Canada and the Province of British Columbia govern this agreement. You hereby consent to the jurisdiction of and venue in courts located in Victoria, BC in all disputes arising out of or relating to this Agreement or your use of the Services. In addition, you hereby consent to the exclusive jurisdiction of, and venue in, such courts for any action commenced by you against AdButler. The prevailing party in any dispute relating to the Services or this Agreement will be entitled to recover its costs, expenses and reasonable attorney fees incurred in connection with such dispute.
No party shall be liable for failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond the party's reasonable control, including without limitation, acts of any governmental body or failure of the software or equipment of third parties. Except as provided otherwise herein, any notice given under this Agreement will be made in writing by email and will be effective on the business day after it is sent. You may not assign this Agreement, and any attempt to do so is void. You acknowledge that your account is part of the AdButler network, and, consequently, you will receive periodic announcements and information regarding AdButler's services. You may request to be removed from the network's news mailing list at any time.
If you have any questions about this Agreement or AdButler's Affiliate Program, please contact AdButler (http://adbutler.com/contact-us.spark). Thank you for choosing. We look forward to doing business with you and hope you find our services valuable.