By becoming a participant in the GotMilf.com Affiliate Marketing Program (“Affiliate Program”), you (“Affiliate” “You”) are entering into a binding and enforceable contract with Strategy Blvd, LLC. (“Company”; “We”). This agreement sets forth the terms and conditions and program rules under which you may participate in the affiliate program. By participating in the affiliate program and clicking “I Agree” on the sign up form you are affirmatively stating that you have read, understood and accept this agreement and agree to be bound by all of the terms and conditions and program rules set forth below.
1. You accept the payment terms and conditions of the Affiliate.
2. All Affiliates, contacts and payees must have reached the age of majority under applicable law where they reside and/or do business, and must be no younger than 18 years of age in any case. You represent and warrant that you have reached the age of majority under the laws of the state or locality where you reside and/or do business.
3. Under the Affiliate Program Rules, and subject to the Terms and Conditions set forth in this Agreement, we grant you the following:
3.1 The non-exclusive, non-transferable, revocable right and permission to create authorized links from your web site to the TheHot.com web site. You will receive a commission or referral fee for referrals of traffic to TheHot.com according to these Affiliate Program Rules provided that you have complied in all material respects with the Terms and Conditions of this Agreement.
3.2 The nonexclusive, non-transferable, revocable right and license to display on your web site proprietary Company materials including but not limited to banners; text links; graphic images and text (hereafter collectively referred to as “Program Materials”) solely for the purpose of promoting the products and services associated with the Affiliate Program and encouraging visitors to your web site to click through to TheHot.com.
3.3 You acknowledge and agree that the Company is, and shall remain, the exclusive owner of the Program Materials provided to you by Company pursuant to the provisions of the Agreement, and that the Program Materials may not be copied, reproduced, altered, modified, changed, broadcast, distributed, transmitted, disseminated or offered for sale or rental in any manner, at any time, anywhere in the world, except at expressly authorized by Company in writing.
3.4 Company reserves all of its rights in its trade names and trademarks, service marks and all intellectual property rights associated with the Program Materials. Nothing herein shall be construed as a grant or assignment of any rights in any intellectual property owned by Company, including, without limitation, any of its trademarks or service marks.
3.5 You agree that this license can be terminated or revoked at any time for any reason, or for no reason, upon notice by Company to you and you agree upon receipt of such notice immediately to cease using all Affiliate Program Materials and removing all such Materials and references to Company and/or its web sites from your web sites and any promotional, advertising or marketing materials of any kind.
4. In consideration of Company providing you with Affiliate Program Materials and the other benefits of the Affiliate Program, you hereby represent and warrant to Company as follows:
4.1 That your web site and the content, goods and services offered through your web site do not:
(i) violate any law, statute, ordinance or regulation or promote illegal activities;
(ii) contain or promote obscene materials, including without limitation any material that is sexually explicit or depicts simulated suggestive sexual activity;
(iii) contain or promote harmful or indecent matter to minors;
(iv) contain any material which constitutes an infringement, misappropriation or violation of any person’s intellectual property rights such as copyrights, trademark rights, rights of publicity, patent rights, personal property rights, privacy rights or other rights;
(v) promote violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
(vi) contain content which is defamatory, libelous, hateful, threatening, abusive or harassing;
(vii) include any of the Company’s trademarks or service marks, or variations or misspellings thereof, in your domain names; or
(viii) send unsolicited bulk, junk, spam e-mail or any program, file, data stream or other material that contains viruses, worms, “Trojan horses” or any other destructive feature.
4.2 That you have full authority to enter into this Agreement;
4.3 That you will provide accurate and complete information to Company concerning your identity, bank account, address or other required information;
4.4 That all obligations owed to third parties with respect to the activities contemplated to be undertaken by you pursuant to this Agreement are or will be fully satisfied by you, so that the Company will not have any obligations with respect thereto;
4.5 That you will comply with all applicable federal, state and local laws in the performance of your obligations hereunder; and that each email address submitted by you has originated with a customer of yours and has not been created or obtained fraudulently or in contravention of the Terms and Conditions of this Agreement.
5. You must complete the required fields during the Sign-Up process, and provide us with your full name and valid contact information including e-mail and mailing address (no P.O. box). We will e-mail you notices about our Programs and your account based on the information that you provide to us.
6. Affiliate Payments. For each person who becomes a subscriber or makes a purchase on TheHot.com, and who has been tracked and verified by Company as a “referral” to Theot.com from your web site, you will receive a referral fee or commission as set forth in the program description.
6.1 A “referral” from your web site that entitles you to a referral fee or commission shall be defined as follows:
(i) A person who has been directed to TheHot.com through the use of a hypertext transfer link residing on your Website which is in the form of a banner ad or other promotional link which automatically connects any person who clicks on said banner ad or other promotional link to TheHot.com, and which banner ad or other promotional link has been supplied to you by Company as part of the Affiliate Program; and
(ii) A person who after having been directed to TheHot.com through the use of the hyperlink banner ad or other promotional link supplied to you by Company residing on your Website has been converted into a subscriber by Company;
(iii) A person shall not be deemed a “referral” entitling you to a commission or referral fee if that person leaves TheHot.com after having been directed there through the hyperlink banner ad or other promotional link (which has been supplied to you by Company) on your web site, without becoming a subscriber or making a purchase, even if at some later time that same person returns to TheHot.com, not through the banner ad or other promotional link (which has been supplied to you by Company) on your web site, and at that later time becomes a subscriber or makes a purchase on TheHot.com.
6.2 You acknowledge and agree that you shall not be entitled to a commission or referral fee for any traffic you sent or referred to TheHot.com that is in violation of the terms of this Agreement, or for any user who does not fall within the terms of paragraphs 6.1 (i) & (ii) or who is excluded under the terms of paragraph 6.1 (iii).
6.3 You also acknowledge and agree that you shall not be entitled to a commission or referral fee from Company for any subscription that Company determines is the result of possible fraudulent activity. You further acknowledge and agree that Company shall have the right, in its sole and exclusive discretion, at any time to expand or modify what it determines to constitute possible fraudulent activity.
7. We will send out payment once a month within 15 business days of the end of each pay period. For anything under $100.00 per month, or the minimum pay amount specified by you, we will carry that amount to the following pay period. All revenues will be disbursed in US Dollars.
7.1 In the event that payments to us by our processors are delayed for any reason, we will have a reasonable period of time for receipt of such payments, and for payments to you regarding said payments.
8. If you reside in the U.S. or its territories, you are required to complete a W9 form with the correct information and enter a Federal Tax ID or Social Security Number or we will be forced to withhold tax as required by law. We will register a 1099 for all U.S. domestic entities to which we issue combined yearly payments of $600.00 or more. Failure to provide this information will cause your payment to be delayed or withheld.
9. If we find that you have cheated in any Program, including other webmaster affiliate programs not operated by Company, we reserve the right in our sole and absolute discretion to cancel your participation in any and all Programs, at any time, without prior notification, and you will not be paid for any of the Programs in which you have participated or allowed back into any of our Programs.
9.1 You acknowledge and agree that Company shall have the right to deny or withhold payment from you and to terminate you from the Program if there has been an abnormal number of chargebacks or cancellations of memberships or subscriptions that have been referred to TheHot.com through your web site. You further acknowledge and agree that Company shall have the right, in its sole and exclusive judgment, to determine what constitutes an abnormal number of chargebacks or cancellations of memberships or subscriptions.
10. You AGREE that any of the following will result in ALL of your accounts being terminated without pay, ALL of your unpaid commissions being FORFEITED to Company, and will further result in you being precluded from ever participating in any of our Programs:
(i) SPAM, including but not limited to unsolicited bulk E-mail; Instant Messages; Chatroom, Newsgroup, ICQ and IRC postings;
(ii) Promoting or dealing in content such as: Warez, passwords, MP3, bestiality, rape, child pornography, violence, or any other illegal activity. This includes use of prohibited content in hidden meta tags, text, links, graphic(s) or any HTML;
(iii) Attempt to mislead or defraud Company in any way;
(iv) Hijacking traffic;
(v) Incorrect or incomplete account information;
(vi) Hits or signups generated as a requirement to enter or obtain access to goods or services on your (or someone else’s) web site;
(vii) Any sort of mechanism or effort that falsely generates hits or signups, including signups by the Affiliate.
(viii) Any violation of 3rd party copyright, trademark, patent, right of publicity, privacy right or any other intellectual, personal or property right violation or infringement;
(ix) Any Affiliate found to have cheated or defrauded any other sponsor;
(xi) Any misrepresentation of TheHot.com, including but not limited to, misrepresenting the cost of membership, terms of membership, or content contained within TheHot.com. Exploitation of our site Terms and Conditions, including but not limited to, instructing the member to signup and cancel is also not permitted in any way, shape or form;
(xii) Any unauthorized modification, alteration or use of Program Materials in violation of the terms of this Agreement;
11. Accounts that are terminated without pay will have a stop placed on all outstanding funds.
12. Company files will prevail in determining all statistics including but not limited to the amount of valid hits, signups, referrals, cancellation, credits and any commissions or referral fees owned to any Affiliate pursuant to this Agreement. Any discrepancies or errors must be brought to our attention within 30 days or else they will be deemed permanently waived.
13. We reserve the right to cooperate in any investigation relating to activities involving any violation of these Terms and Conditions, including disclosure of your account information to third parties in connection therewith.
14. You will indemnify, defend and hold us harmless from any and all damages, losses and costs (including attorneys’ fees) resulting from any act taken by you in violation of these Terms and Conditions, and/or any failure to act when required to under these Terms and Conditions.
15. Nothing in this Agreement is intended by us or you to create or constitute a joint or collaborative venture or partnership of any kind between you and us, nor shall anything in this Agreement be construed as constituting or creating any agency, employment relationship, joint or collaborative venture or partnership between you and Company, its employees, agents or assigns.
15.1 You acknowledge and agree that we shall have no control or ownership interests of any kind in your business or your web site.
15.2 You acknowledge and agree that you shall have no financial or other interest in Company or any property owned by Company, its affiliates, agents, successors or assigns.
15.3 You acknowledge and agree that your relationship with us shall be restricted to matters pertaining to the Program exclusively and shall be governed entirely by the terms and conditions of this Agreement.
15.4 You acknowledge and agree that we have no direct or indirect control over the content of performances or services, the manner of performances or services, or the time or duration of provision of performances or services by you on, at or in association with your web site except as specifically set forth in this Agreement.
15.5 You further acknowledge that neither Company nor any employee, associate, agent, assign or successor of Company shall exert or provide any direct or indirect control over, monitoring of, supervision of, prior approval of, or review of the content appearing or otherwise distributed on, at or in association with your web site, and that you shall be solely responsible for any legal liabilities or consequences resulting from your dissemination of that content, including the Program Materials, on or through your web site.
16. Prohibited Spamming Policy. As an Affiliate and participant in the Program, You agree to abide by all of the additional provisions and prohibitions set forth in this paragraph and its subparts relating to “spamming activities”.
16.1 All Affiliates, including you, are required to inform themselves of the provisions of the federal CAN-SPAM Act of 2003 (also known as the “Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003) and must, as a condition of participation in this program, abide by all of the provisions of that Act. Any violation of the CAN-SPAM act by an Affiliate constitutes a material breach of this Agreement and will subject that Affiliate to immediate termination from the program.
16.2 Without limiting the generality of the previous paragraph, any of the following prohibited acts or practices shall constitute a material violation of these terms and conditions will result in ALL of Your accounts being terminated without pay and a forfeiture of any of Your accrued benefits prior to the termination:
16.3 If an Affiliate initiates a commercial electronic mail message or a transactional or relationship message (as those terms are specifically defined in the CAN-SPAM Act) (hereafter collectively referred to as CEMMs) that contains or is accompanied by header information that is materially false or materially misleading. For the purposes of this paragraph–
(i) The header information of CEMMs that is technically accurate but that includes an originating electronic mail address, domain name, or Internet Protocol address that was obtained by means of false or fraudulent pretenses or representations shall be considered materially misleading;
(ii) A “from line that accurately describes any person who initiated the CEMM shall not be considered materially false or materially misleading;
(iii) Header information shall be considered materially misleading if it fails identify accurately the computer used to initiate the CEMM because the person initiating the messages knowingly uses another computer to relay or retransmit the message for purposes of disguising its origin.
16.4 If an Affiliate initiates the transmission of a CEMM with actual knowledge, or knowledge fairly implied on the basis of objective circumstances, that a subject heading of the message would be likely to mislead a recipient about a material fact regarding the subject matter of the message.
16.5 If an Affiliate initiates the transmission of a CEMM that does not contain a functioning return electronic mail address or other Internet-based mechanism, clearly and conspicuously displayed that-
(i) A recipient of the CEMM may use to submit, in a manner specified in the message, a reply electronic mail message or other form of Internet-based communication requesting not to receive future commercial electronic mail messages from that sender at the electronic mail address where the message was received; and
(ii) Remain capable of receiving such reply requests or messages from the recipient for at least 30 days after the date of the transmission of the original CEMM.
16.6 If an Affiliate initiates the transmission of a CEMM to a recipient, more than 10 business days after the receipt of a request from that recipient to stop sending such messages. However, this prohibition does not apply if there is affirmative consent by the recipient subsequent to the recipient’s request not to receive such messages.
16.7 If any person acting on behalf of the Affiliate initiates the transmission of a CEMM to a recipient, more than 10 business days after the receipt of a request from that recipient to stop sending such messages. However, this prohibition does not apply if there is affirmative consent by the recipient subsequent to the recipient’s request not to receive such messages.
16.8 If any person acting on behalf of the Affiliate assists in initiating the transmission of a CEMM, through the provision or selecting of addresses of recipient to which the message will be sent, to a recipient who has requested not to receive any such messages. However, this prohibition does not apply if there is affirmative consent by the recipient subsequent to the recipient’s request not to receive such messages.
16.9 If an Affiliate, knowing that a recipient has made a request to stop receiving messages, sells, lease, exchanges or otherwise transfers or releases the electronic mail address of the recipient, either directly or indirectly, for any purpose other than compliance with a provision of law. However, this prohibition does not apply if there is affirmative consent by the recipient subsequent to the recipient’s request not to receive such messages.
16.10 For an Affiliate to initiate the transmission of a CEMM unless the message provides the following:
(i) Clear and conspicuous identification that the message is an advertisement or solicitation;
(ii) Clear and conspicuous notice of the opportunity through a mechanism for a replay electronic mail message, specified in the CEMM, for the recipient to decline to receive further messages from the sender;
(iii) A valid physical postal address of the sender.
16.11 If an Affiliate accesses another person’s computer without authorization and intentionally initiates the transmission of multiple CEMMs from or through such computer.
16.12 If an Affiliate accesses another person’s computer to relay or retransmit multiple CEMMs with the intent to deceive or mislead recipients, or any Internet access service, as to the origin of the messages.
16.13 If an Affiliate materially falsifies header information in multiple CEMMs and intentionally initiates the transmission of such messages.
16.14 If an Affiliate registers for an email account, user account or domain name, using information that materially falsifies the identity of the actual registrant, and intentionally initiates the transmission of CEMMS from such accounts or domain names.
16.15 If an Affiliate falsely represents himself to be the registrant, or the legitimate successor in interest of the registrant of an Internet Protocol address, and intentionally initiates the transmission of multiple CEMMs from such address.
16.16 If an Affiliate initiates the transmission of a CEMM that includes sexually oriented material (i.e., any material that depicts sexually explicit conduct as defined in section 2256 of title 18, United States Code) to any recipient who has not given prior affirmative consent to the receipt of the message, and-
(i) Fails to include in the subject heading of the message the marks or notices prescribed by the Federal Trade Commission for such messages; or
(ii) Fails to provide that the content of the CEMM that is initially viewable to the recipient when the message is opened, includes only-
(a) the marks or notices prescribed by the Federal Trade Commission for such messages;
(b) the mechanism and information necessary to provide the recipient with the opportunity to decline to receive any further such messages from the sender;
(c) the valid physical postal address of the sender.
17. You acknowledge and agree that Company makes no guaranties or warranties of any kind with respect to the Program or Program Materials provided by, through or in association with the Program, and all Program Materials are provided to you “as is”, and that your participation in the Program and use of the Program Materials, is solely at your risk. Company disclaims all warranties, either express or implied including, but not limited to, express or implied warranties of merchantability and fitness for a particular purpose, with regard to the Program and any and all Program Materials of every kind supplied to You as part of this Program.
18. You acknowledge and agree that under no circumstances shall Company, its employees, independent contractors, authors, agents, representatives, assigns and successors be liable to you, or any other person or entity, for any direct or indirect losses, injuries, special or incidental or consequential damages of any kind (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, GOODWILL, LOSS OF BUSINESS INFORMATION, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER PECUNIARY LOSS) with regard to any link to any Company web site, or arising from or in connection with the use of the Program Materials, or due to any mistakes, omissions, delays, errors, interruptions in the transmission, or receipt of Company’s services, content or Program Materials, including without limitation any losses due to server problems, computer or other equipment failure, or due to incorrect placement of HTML, regardless whether based upon breach of contract, negligence or any other claim or cause of action, In the event of any network downtime, computer or technical error we will not be held responsible for any lost hits, signups, traffic or income.
18.1 Notwithstanding the foregoing express limitations of liability, you acknowledge and agree that should Company, its officers, employees, successors, or assigns be held liable to you for damages, injuries or losses of any kind, directly or indirectly resulting from your participation in the Program, that the maximum total dollar amount of liquidated damages for any and all of your claims, injuries, damages or losses shall not exceed a total of ten dollars ($10.00).
19. You hereby confirm and acknowledge that you have unilaterally decided to enter an Internet service business and acknowledge that it is a high-risk business. You further confirm, acknowledge and expressly agree that neither Company, any agent or representative of Company, nor any other person has at any time in the past, represented to you or has otherwise directly or indirectly communicated in any manner to you any guarantee, reassurance or any other statement of any kind regarding:
(i) The potential profitability or likelihood of success of your participation in the Program as set forth in this Agreement or otherwise;
(ii) The possibility or likelihood that use of any products and/or services provided by Company pursuant to this Agreement can or will result in the recoupment of any funds expended by you for the promotion of your web site or any other purpose; or
(iii) The existence, nonexistence, size or any other characteristics of any market for any products or services which involve Your participation in the Program pursuant to this Agreement.
19.1 You expressly acknowledge and agree that the success any of its business endeavors which involve your participation in the Program pursuant to this Agreement, like any other business endeavor, is subject to numerous factors, such as the effectiveness of advertising and promotion, your administrative capabilities, etc., and that the ultimate success or failure of your business rests with you and not Company. You further expressly agree not to raise any claim of any kind against Company and you agree to hold Company and its agents, officers, directors, and employees harmless from any claim of loss to you directly or indirectly resulting from your decision to participate in the Program pursuant to this Agreement.
20. We shall not monitor, supervise or review, and shall not be responsible for any content appearing or otherwise distributed on, at or in association with your Website including any Program Materials or content which you have received from us. You assume the full and sole responsibility and liability for the decision to display or include content on your website, to distribute or make the content available to the viewers of your website in various geographical areas, and for all decisions relating to the manner in which you permit or restrict access to your website.
21. We reserve the right to alter or modify the Terms and Conditions at any time without prior notice to you. It is your responsibility to refer to this document from time to time so that you may be informed of any changes to the Terms and Conditions. Ignorance of the Terms and Conditions is no excuse to any action taken by us, or to your failure to act, under these rules.
22. Either party may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. Upon termination of this Agreement you shall immediately cease using Company name(s), Company’s marks and remove all Company banners from your site.
23. We reserve the right to cancel this Agreement at any time, for any reason, without prior notification. In such cases you will be notified immediately and paid for accumulated funds up to that point in time, unless otherwise forfeited under this Agreement. Notice by e-mail, to the e-mail address we have on file for you is considered sufficient notice for to terminate or cancel this Agreement.
24. This Agreement constitutes the entire agreement between you and Company with respect to the subject matter hereof, and supersedes and cancels all other prior agreements, discussion, or representations, whether written or oral.
24.1 You agree that Company may from time to time, in its sole and exclusive discretion, modify the type and quality of benefits provided to you hereunder either with or without notice. We may modify other terms and conditions at any time upon e-mail notice to you.
24.2 You agree that no modification of this Agreement by you, your employees, representatives, agents, assigns or successors shall be enforceable of have any effect unless first reduced to writing and signed by Company’s duly authorized representative.
24.3 You agree that no officer, employee or representative of you or Company has any authority to make any representation or promise in connection with this Agreement or the subject matter thereof which is not contained expressly in this Agreement; and you acknowledge and agree that you have not executed this Agreement in reliance upon any such representation or promise.
24.4 You acknowledge and agree that the failure of Company to enforce any of the specific provisions of this Agreement shall not preclude any other or further enforcement of such provision(s) or the exercise of any other right hereunder.
24.5 You agree that all promises, obligations, duties and warranties made by you in this Agreement are personal to you and that neither they nor any benefits hereunder may be assigned by you to any other person or entity.
24.6 You agree that Company may at any time, and without prior notice to you, freely assign all or part of its duties, obligations and benefits hereunder.
25. By accepting these terms and conditions and becoming an Affiliate, you agree that this Agreement and all disputes or controversies as to the interpretation of or any performance arising under, or related to this Agreement shall be governed by and construed under the laws of the State of CALIFORNIA and the United States as applied to agreements between CALIFORNIA state residents entered into and to be performed within the State of CALIFORNIA, except as governed by Federal law. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.
25.1 You further agree that notwithstanding any judicially or statutorily created choice of law rule that would otherwise require the application of the law of some other jurisdiction, all provisions of this Agreement and all matters or controversies of any kind arising out of, or related to this Agreement or the rights or liabilities of the parties hereto shall be governed solely by the substantive statutory and common law of the state of CALIFORNIA.
25.2 Any and all disputes or controversies of any kind, including but not limited to any performance, duty, obligation or liability arising under or related to this Agreement which are not first resolved informally, shall be determined by binding arbitration in LOS ANGELES, CALIFORNIA, in accordance with the rules of the American Arbitration Association (the “AAA”) or a similar organization if the AAA is unavailable for any reason. The final award in any such arbitration proceeding shall be subject to entry as a judgment by any court of competent jurisdiction, provided that such judgment does not conflict with the terms and provisions hereof. The jurisdiction of the arbiter (or arbiters) with respect to legal matters shall be limited only by the statutory and common law of the State of CALIFORNIA and the United States. The prevailing party in the arbitration proceeding shall be entitled, in addition to any other remedies, to an award of reasonable attorneys’ fees.
25.3 The parties agree that the venue for all legal disputes, controversies, and actions of any kind arising under or related to this Agreement shall be Los Angeles, California.
26. For purposes of construction of this Agreement, both Company and you shall be deemed to have mutually drafted this Agreement and all parts thereof.
27. If any provision of this Agreement is held void or unenforceable to any extent, such provision shall be deemed excised and removed to make the remaining provisions enforceable. Unless otherwise specifically provided, the provisions of this Agreement shall survive its termination.
28. Either party shall be excused from delays in performing or from its failure to perform hereunder to the extent that such delays or failures result from causes beyond the reasonable control of such party, including, without limitation, acts of God, nature, any government agency(ies), war, civil disturbance, labor disputes or shortages, electrical or mechanical breakdowns, inability or refusal of a common carrier to provide communications capabilities, or any other cause beyond either party’s direct control, including but not limited to, the issuance of an order by any regulatory, administrative, judicial or legislative prohibiting or interfering with either party from carrying on its day-to-day operations as contemplated under this Agreement.
29. We strongly advise that you review this Agreement with your attorney before you enter into it. You acknowledge and agree that nothing herein and no statement by us or any employee, representative, agent or other person associated with us has in any way prevented or inhibited you in any way from seeking such advice prior to entering into this Agreement. You hereby acknowledge and agree that the terms of this Agreement are reasonable and fair; all terms have been fully disclosed in writing, and that you have been given a reasonable chance to seek advice of independent counsel with respect to this Agreement and all transactions associated herewith.