This Site Security Monitor Affiliate Program Service Agreement (this "Agreement") is entered into by and between SiteSecurityMonitor.com an operating TradeMark of 54F3.Com Security Solutions, Inc., an Ontario Limited Corporation ("Site Security Monitor") and you ("You" or "Affiliate"), and is made effective as of the date of electronic execution. This Agreement sets forth the terms and conditions of Your use of the Site Security Monitor Affiliate Program (the "Site Security Monitor Affiliate Program" or the "Services") and represents the entire agreement between You and Site Security Monitor. By using the Site Security Monitor Affiliate Program, You acknowledge You have read, understand, acknowledge and agree to be bound by all the terms and conditions of this Agreement, along with any new, different or additional terms and conditions hereto, including, but not limited to, Site Security Monitor's Terms of Service and Site Security Monitor's Privacy Policy, which are incorporated by reference and may be found here.
1. DESCRIPTION OF THE PROGRAM
Site Security Monitor grants You a non-exclusive, non-transferable limited license to use the Site Security Monitor Affiliate Program in accordance with the terms and conditions set forth herein.
The Site Security Monitor Affiliate Program allows You to provide a platform for advertising Site Security Monitor via Your "Web Site" or "Publishing Location" (such as an electronic newsletter or blog), thereby driving traffic to Site Security Monitor's Web Site or Web Site content, whereby You may earn a portion of the revenue generated (a "Commission Payment") if a person or entity that is not You (a "Visitor") purchases a Site Security Monitor product or service after being referred to Site Security Monitor's Web Site or Web Site content from an internet hyperlink (a "Link") contained on Your Web Site or Publishing Location.
All Site Security Monitor products and services will be eligible for a Commission Payment. Site Security Monitor reserves the right to exclude new or existing services from eligibility at their sole discretion with prior written notice.
You acknowledge and agree that only purchases completed through Site Security Monitor's Web Site or Web Site content will be eligible for a Commission Payment. No purchases taken or completed over the telephone will be eligible for a Commission Payment.
2. PARTICIPATION IN THE PROGRAM
1.You are not eligible for a Commission Payment on purchases made by You, Your employees, agents, representatives, or contractors; and
2.Site Security Monitor employees (and their immediate family members) are not allowed to participate in the Site Security Monitor Affiliate Program.
3. WEB SITE AND PUBLISHING LOCATION RESTRICTIONS
You acknowledge and agree that Your Web Site or Publishing Location shall not (and shall not enable others to):
1.Engage in (a) sending unsolicited commercial email ("spam") or (b) indiscriminate advertising;
2.Fail to comply with the CAN-SPAM Act of 2003 (Public Law 108-187) or other applicable laws regulating commercial email;
3.Collect personal information about minors without their parent's prior written consent;
4.Contain pornographic or obscene content, tasteless images, or excessively violent or hate-related material, as determined by Site Security Monitor in its sole and absolute discretion;
5.Encourage the use of a controlled substance;
6.Encourage unlawful behavior;
7.Display, promote or sell illegal content, or offer any illegal product or service;
8.Violate any applicable law;
9.Contain any false, inaccurate, misleading, defamatory, slanderous or libelous content or statements;
10.Advocate, promote, or encourage violence or discrimination against any person, organization, or governmental entity;
11.Contain Links to Web Sites containing the serial numbers for unlocking software illegally, pyramid schemes, or impersonations of another person or organization; or
12.Contain Links to Web Sites containing any of the aforementioned content.
In addition, You acknowledge and agree You shall not:
1.Copy, alter or modify any icons, buttons, banners, graphics, files, or content contained in Site Security Monitor's Links, including but not limited to removing or altering any copyright or trademark notices. You recognize that Site Security Monitor owns all rights in and to all information regarding the Visitors that You refer to Site Security Monitor's Web Site or Web Site content.
2.Alter the tracking codes to allow You to collect personally identifiable information of Visitors that would allow You to personally identify Visitors.
3.Use a SiteSecurityMonitor.com look-a-like site that suggests or gives the Visitor the impression that Your Web Site or Publishing Location is affiliated with SiteSecurityMonitor.com. Your Web Site or Publishing Location shall not in any way copy or resemble the look and feel of Site Security Monitor's Web Site or Web Site content, and You shall not create the impression that Your Web Site or Publishing Location is part of Site Security Monitor's network of Web Sites. This includes using Site Security Monitor's trademarks, trade names, or any variations or misspellings thereof, in Your URL, business name, or site name. You shall not "frame" or permit the "framing" of any page of Site Security Monitor's network of Web Sites.
4.Cause any purchases to be made that are not in good faith, including, but not limited to, using any device, program, robot iframes, or hidden frames. Multiple purchases from the same individual, entity or IP address may be considered non-bona fide purchases. Non-bona fide purchases shall not be eligible for Commission Payments.
5.Engage in activities, whether lawful or unlawful, that Site Security Monitor determines, in its sole and absolute discretion, to be harmful to Site Security Monitor or its customers, employees, operations, or reputation.
You acknowledge agree that Site Security Monitor may terminate Your Services
(a) if You, Your Web Site or Your Publishing Location violates, as determined by Site Security Monitor in its sole and absolute discretion, any of the aforementioned restrictions or additional restrictions,
(b) for non-payment of fees
(c) if Your Web Site or Publishing Location is not live, is under construction, for more than 30 days in any calendar year
4. CALCULATION OF COMMISSION PAYMENTS
Commission Payments Generally
Site Security Monitor shall use commercially reasonable efforts to provide You with accurate monthly estimates of the revenue Your Web Site or Publishing Location generates. You acknowledge and agree that any daily estimates do not represent an exact determination of Your Commission Payment and the exact amount of Your Commission Payment, as determined at the end of the applicable revenue generating period, may be different. Additionally, in calculating Your Commission Payment, amounts may include fractions of a cent. Site Security Monitor shall use commercially reasonable efforts to round these amounts to the nearest cent in a manner so as to benefit You. However, You acknowledge and agree that in calculating Your Commission Payment Site Security Monitor's determination regarding the same shall be the final and binding determination.
Commission Payments will be based on fifteen percent (15%) of the total checkout amount in the Visitor's shopping cart after any applicable discounts or product exclusions.
Site Security Monitor will hold the initial Commission Payment on all orders for sixty (60) days from the purchase date. After this time, Commission Payments will be paid out in accordance with the provisions below and will represent Commission Payments earned in the immediately preceding month or quarter, as the case may be, less any applicable fees and/or charge backs. Commission Payments may be debited or withheld on any orders refunded for fraud or charged back by the issuing bank.
Site Security Monitor reserves the right to extend the payment date on orders suspected of fraudulent or abusive activity.
Commission Payments for Domestic Affiliates (Affiliates Based in North America)
The payout date is the date that the Commission Payment is sent to You. Commission Payments may be paid by direct deposit, PayPal® or check.
i. Direct Deposit
Should You choose to utilize direct deposit, You understand it is Your responsibility to provide a valid U.S. bank account number and the related direct deposit information. Failure to provide a valid direct deposit account will cause Your Commission Payments to be withheld pending receipt by Site Security Monitor of proper direct deposit instructions. You can find the instructions on how to set up a direct deposit account at any time by contacting your assigned Site Security Monitor Affiliate Manager.
Domestic Affiliates utilizing direct deposit hereby authorize Site Security Monitor to initiate and post credit (positive) entries for Commission Payments to the direct deposit account. Domestic Affiliates understand that the amount initiated and posted to the direct deposit account on a monthly basis will represent Commission Payments earned in the immediately preceding month (subject to the sixty (60) day holding period described above), less any applicable fees and/or charge backs. Commission Payments may be debited or withheld on any orders refunded for fraud or charged back by the issuing bank. A Fifty Dollar ($50.00) minimum threshold is required before a Commission Payment is made to the direct deposit account. Domestic Affiliates utilizing direct deposit will be paid out monthly on the twentieth (20th) day of the month. Should the twentieth (20th) day of the month fall on a Saturday, the payout date will be on the previous business day. Should the twentieth (20th) day of the month fall on a Sunday or holiday, the payout date will be on the next business day.
The authority granted to Site Security Monitor by the direct deposit account owner will remain in full force and effect until
(a) Site Security Monitor or the depository institution has received written notification from the direct deposit account owner that such authority has been revoked, but in any event, such written notification shall afford Site Security Monitor or the depository institution a reasonable opportunity to act on such revocation, or
(b) until the termination of this Agreement.
ii. PayPal
Domestic Affiliates utilizing PayPal will be paid out monthly on the twentieth (20th) day of the month. Should the twentieth (20th) day of the month fall on a Saturday, the payout date will be on the previous business day. Should the twentieth (20th) day of the month fall on a Sunday or holiday, the payout date will be on the next business day. A Fifty Dollar ($50.00) minimum threshold is required before payment will be made to those accounts. Transaction fees for PayPal will be the responsibility of Site Security Monitor and will not be deducted from Your Commission Payment.
iii. Check
Domestic Affiliates who fail to choose direct deposit, PayPal as their payment option will receive their Commission Payment via paper check, which shall be mailed out monthly on or about the last day of the month. Should the last day of the month fall on a Saturday, checks will be mailed out on the previous business day. Should the last day of the month fall on a Sunday or holiday, checks will be mailed out on the next business day. A One Hundred Dollar ($100.00) minimum threshold is required before a check will be issued. Domestic Affiliates receiving Commission Payments via paper check acknowledge and agree that a Twenty Dollar ($20.00) check processing fee will be levied each time a Commission Payment check is printed. This fee will be waived for the first three (3) months for new Affiliates.
Commission Payments for International Affiliates (Affiliates Based Outside North America)
The payout date is the date that the Commission Payment is sent to You. Commission Payments may be paid by PayPal®, or check.
i. PayPal
International Affiliates utilizing PayPal will be paid out monthly on the twentieth (20th) day of the month. Should the twentieth (20th) day of the month fall on a Saturday, the payout date will be on the previous business day. Should the twentieth (20th) day of the month fall on a Sunday or holiday, the payout date will be on the next business day. A Twenty-Five Dollar ($25.00) minimum threshold is required before payment will be made to those accounts. Transaction fees for PayPal will be the responsibility of Site Security Monitor and will not be deducted from Your Commission Payment.
ii. Check
International Affiliates who fail to choose PayPal as their payment option will receive their Commission Payment via paper check, which shall be mailed out quarterly on the last day of the quarter. Should the last day of the quarter fall on a Saturday, checks will be mailed out on the previous business day. Should the last day of the quarter fall on a Sunday or holiday, checks will be mailed out on the next business day. A One Hundred Dollar ($100.00) minimum threshold is required before a check will be issued.
Coupon Codes
You acknowledge and agree that Site Security Monitor only has an obligation to make Commission Payments on purchases utilizing coupon codes that are supplied to You by your assigned Site Security Monitor Affiliate Manager. Pending Commission Payments earned on purchases in violation of the foregoing will be reversed. Site Security Monitor does not make Commission Payments on purchases made by Visitors with the following coupon codes: a coupon code not supplied to You by your assigned Site Security Monitor Affiliate Manager, a coupon code from an internal Site Security Monitor code or private discount code, a coupon code supplied in Site Security Monitor customer emails, a coupon code supplied through other programs such as "Commission Junction", or any coupon that states on its landing page that it is "not compatible with the Site Security Monitor Affiliate Program."
5. AFFILIATE OBLIGATIONS, REPRESENTATIONS AND WARRANTIES
By using the Services, You represent and warrant that You are at least eighteen (18) years of age. The Site Security Monitor Affiliate Program is available only to persons who can make legally binding contracts under applicable law.
In addition, You represent and warrant that You have provided accurate, current and complete information in the application and/or registration process and that You will notify Site Security Monitor within five (5) business days if any of the information You provided as part of the application and/or registration process changes. Failure by You, for whatever reason, to respond within five (5) business days to any inquiries made by Site Security Monitor to determine the validity of any information provided by You, will constitute a material breach of this Agreement. If You provide any information that is inaccurate, not current, false, misleading or incomplete, or if Site Security Monitor has reasonable grounds to suspect that Your information is inaccurate, not current, false, misleading or incomplete, Site Security Monitor has the right, in its sole and absolute discretion, to terminate Your active Site Security Monitor Affiliate Program advertisements and close Your Site Security Monitor Affiliate Program account.
Privacy Obligations
You agree that You will post Your privacy policy on Your Web site or Publishing Location and otherwise make it available to all Visitors. Your privacy policy must comply with all applicable laws and regulations regarding the privacy of Visitor information, be commercially reasonable, and fully and accurately disclose Your collection and use of Visitor information. In addition, You must fully and accurately disclose Your use of third party technology, including use of cookies, and options for discontinuing use of such cookies.
Indemnification Obligations
Affiliate covenants and agrees to indemnify and hold harmless Site Security Monitor from and against any and all claims, damages, losses, penalties, costs, expenses and fees (including without limitation reasonable attorneys' fees) (collectively, "Claims") arising out of or in connection with
i) Affiliate's breach of or non-compliance with this Agreement,
ii) Affiliate's use of the Services,
iii) Affiliate's violation or alleged violation of any applicable law,
iv) Affiliate's violation or alleged violation of any rights of another, including violation of a person's or entity's intellectual property rights,
v) any products or services offered, sold or otherwise made available by Affiliate on Affiliate's Web Site or Publishing Location,
vi) Affiliate's acts or omissions in using, displaying or distributing any Links obtained from the Site Security Monitor Affiliate Program or elsewhere, including but not limited to Affiliate's use of Links via email distribution, or
vii) any assertion that Site Security Monitor is obligated to pay taxes in connection with a Commission Payment made by Site Security Monitor to Affiliate pursuant to this Agreement. In the context of this Section only, the term "Site Security Monitor" shall include Site Security Monitor's officers, directors, employees, agents, representatives, contractors, and any entity that controls, is controlled by, or is under common control with, Site Security Monitor. Affiliate's indemnification obligations set forth in this Section shall survive the expiration or termination of this Agreement.
6. SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns.
7. AVAILABILITY OF Site Security Monitor AFFILIATE PROGRAM
Subject to the terms and conditions of this Agreement and Site Security Monitor's policies and procedures, Site Security Monitor shall use commercially reasonable efforts to attempt to provide the Site Security Monitor Affiliate Program on a twenty-four (24) hours a day, seven (7) days a week basis throughout the term of this Agreement. You acknowledge and agree that from time to time the Site Security Monitor Affiliate Program may be inaccessible or inoperable for any reason, including, without limitation:
1.Equipment malfunctions;
2.Periodic maintenance, repairs or replacements that Site Security Monitor may undertake from time to time; or
3.Causes beyond the reasonable control of Site Security Monitor or that are not reasonably foreseeable by Site Security Monitor, including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures.
You acknowledge and agree that Site Security Monitor has no control over the availability of the Site Security Monitor Affiliate Program on a continuous or uninterrupted basis, and assumes no liability to You or any other party with regard thereto.
8. Site Security Monitor'S RIGHTS AND REMEDIES
Site Security Monitor explicitly reserves the right, in its sole and absolute discretion, to:
1.Modify the pricing, fees, thresholds, payouts, Links, or any terms and conditions of the Site Security Monitor Affiliate Program without advance notice, if desired by Site Security Monitor;
2.Establish limits and guidelines concerning the use of the Site Security Monitor Affiliate Program; and
3.Terminate Your license to use the Site Security Monitor Affiliate Program if Your use of the Site Security Monitor Affiliate Program is in violation of the terms and conditions of this Agreement.
If Site Security Monitor terminates Your license to use the Site Security Monitor Affiliate Program, Site Security Monitor may, in its sole and absolute discretion, remove and destroy any data and files stored by You on its servers. Site Security Monitor has no obligation to monitor Your use of the Site Security Monitor Affiliate Program, but reserves the right to do so.
Notwithstanding anything to the contrary in this Agreement, in addition to any and all other rights and remedies to which Site Security Monitor is entitled, Site Security Monitor specifically reserves the right to:
1.Terminate the Site Security Monitor Affiliate Program at any time for any reason.
2.Terminate Your license to use the Site Security Monitor Affiliate Program at any time for any reason. If Your license is terminated, Site Security Monitor will make any Commission Payments from validly generated purchases from Your Web Site or Publishing Location which accrue before the termination date. Site Security Monitor will not make any Commission Payments which accrue after the termination date. You acknowledge and agree that the determination as to whether a purchase was "validly generated" from Your Web Site or Publishing Location shall be made in Site Security Monitor's sole and absolute discretion. If You are terminated and removed from the Site Security Monitor Affiliate Program, You may appeal at sales@sitesecuritymonitor.com.
3.Suspend Your license to use the Site Security Monitor Affiliate Program at any time for any reason. If Your license is suspended, You will not receive any Commission Payments during Your suspension period, whether such Commission Payments accrued before or during Your suspension period. After completion of an internal investigation, if You are allowed back into the Site Security Monitor Affiliate Program, Site Security Monitor will make any Commission Payments from validly generated purchases from Your Web Site or Publishing Location which accrued before or during Your suspension period. You acknowledge and agree that the determination as to whether a purchase was "validly generated" from Your Web Site or Publishing Location shall be made in Site Security Monitor's sole and absolute discretion.
4.Require the forfeiture of any previously earned revenue in connection with the Services, which has been paid or yet to be paid on any purchases You generated or assisted in generating during any times when You are in violation of this Agreement.
5.Deactivate any and all accounts and domains that Site Security Monitor believes, in its sole and absolute discretion, to be violating the terms and conditions of this Agreement.
9. TRADEMARKS
You acknowledge and agree that the Site Security Monitor Affiliate Program, the names, trademarks, and logos of Site Security Monitor, and all related product and service names, design marks and slogans (the "Site Security Monitor Trademarks"), are the sole and exclusive property of Site Security Monitor, and Your use of the Site Security Monitor Trademarks shall inure to the benefit of Site Security Monitor. You are not authorized to use the Site Security Monitor Trademarks in any advertising, publicity, or other commercial venture except by displaying in an unaltered state the icons, buttons, banners, graphics, files, or content contained in Site Security Monitor's Links as provided in this Agreement.
You agree not to utilize, advertise, or otherwise promote any mark of Site Security Monitor in the headline or description copy associated with pay-for-placement search engines or paid search engine advertising and You may not bid on any mark of Site Security Monitor on any pay-for-placement search engines.