This
Agreement contains the complete terms and
conditions that apply to an individual's or
entity's participation with the
ElectronicAdventure.us Affiliate Program and the
establishment of links from your affiliate
website to the ElectronicAdventure.us website.
The headings and titles contained in this
Agreement are included for convenience only,
and shall not limit or otherwise affect the
terms of this Agreement. 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.
Enrollment in the Affiliate Program
To become an affiliate of
ElectronicAdventure.us, you must complete the
Affiliate Application and submit it to
ElectronicAdveture.us. ElectronicAdventure.us will
evaluate the application and will notify you
of acceptance or rejection to the
ElectronicAdventure.us. Affiliate Program.
ElectronicAdventure.us retains the sole
discretion to accept or reject your
application. We may reject your application if
we determine that your site is unsuitable for
the ElectronicAdventure.us Affiliate Program or
for any other reason in our sole discretion.
We deem any site unsuitable if it includes
material that:
A. promotes sexually explicit materials.
B. promotes violence or illegal activities.
C. violates intellectual property rights.
D. promotes discrimination based on race, sex,
religion, nationality, disability, sexual
orientation, or age.
Establishing a Link
You agree that you will cooperate fully
with ElectronicAdventure.us to establish and
maintain your link. To receive payment for
purchases resulting from click through you must
display on your site only those graphic or
textural images that are provided by
ElectronicAdventure.us, and you must not alter
the code provided by ElectronicAdventure.us for
insertion in your web pages. Altering the code
provided by ElectronicAdventure.us may result in
failure to track the click through from your
site to ElectronicAdventure.us, which means that
you will not be paid for those purchases.
ElectronicAdventure.us will provide you with all
information necessary to allow you to make an
appropriate link from your site to the
ElectronicAdventure.us site. You will be
responsible for the placement of these banners
and/or links.
Tracking and Reporting
ElectronicAdventure.us will track the
impressions and click through generated by your
site. Upon notice that your link is not
tracking due to something within your control,
you will be required to repair or fix the
problem within one day of notice. ElectronicAdventure.us
will allocate payouts and
provide you with informational reports with
the data upon which your payout is based.
Compliance with this Agreement
ElectronicAdventure.us has the right in its
sole discretion to monitor your site at any
time, and from time to time determine whether
you are in compliance with the terms of this
Agreement.
Referral Fees and Payment
As an Affiliate, you will receive
compensation in the
amount of $6.00 per successful click through customer
order. A
click through is a user on your site clicking one
of the banners or links provided to you by ElectronicAdventure.us
which then takes them to
the ElectronicAdventure.us website, and they
place a successful order.
Upon termination
of the Program or termination of your
participation, you shall be paid all amounts
due to you as determine by ElectronicAdventure.us.
Licenses and Use of the ElectronicAdventure.us
Logos and Trademarks
ElectronicAdventure.us grants you a
non-exclusive, non-transferable, revocable
right to (i) display the ElectronicAdventure.us
banners, logos, and other trademarks on your
site solely in accordance with the terms of
this Agreement; (ii) solely in connection with
such link to use the ElectronicAdventure.us trademark and logo and similar identifying
material for the sole purpose of linking your
site to the ElectronicAdventure.us site. You may
not alter, modify or change the license
material in any way. You are only entitled to
use the license materials to the extent that
you are a member in good standing of the ElectronicAdventure.us
Affiliate Program.
You shall not make any specific use of any
license materials for purposes other than to
provide links to ElectronicAdventure.us on your
site through banners and other links without
first submitting a sample of such use to ElectronicAdventure.us
and obtaining the prior
written consent of ElectronicAdventure.us. You
agree not to use the license material in any
manner that is disparaging or that otherwise
portrays ElectronicAdventure.us in a negative
light. ElectronicAdventure.us reserves all of its
rights in the license materials and may revoke
your license at any time for any reason by
giving you written notice.
You grant to ElectronicAdventure.us a
non-exclusive license to utilize your name,
title and logo to advertise, market, promote,
and publicize in any manner; provided,
however, that ElectronicAdventure.us shall not be
required to so advertise, market, promote or
publicize the ElectronicAdventure.us Affiliate
Program.
Obligations Regarding 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. Such responsibilities include, but are
not limited to, the technical operation of
your site and all related equipment and in
ensuring that the materials posted on your
site do not violate or infringe upon the
rights of any third party and are not libelous
or otherwise illegal.
You hereby agree that your site will not,
in any way, copy or resemble the look and feel
of the ElectronicAdventure.us site. Nor will you
create the impression that your site is the ElectronicAdventure.us
site or is part of the ElectronicAdventure.us site.
Term of the Agreement
The terms of this Agreement will begin upon
the acceptance by ElectronicAdventure.us of your
application, and will end when terminated by
either party. Either you or ElectronicAdventure.us
may terminate this
agreement at any time, with or without cause,
by giving the other party written notice of
termination. You are only eligible to earn
click through payout on sales occurring during the
term, and click through payout earned through the
date of termination will remain payable. ElectronicAdventure.us
reserves the right to
withhold your final payment for a reasonable
time to ensure that the correct amount is
paid.
Modification
ElectronicAdventure.us may modify any of the
terms and conditions contained in this
Agreement at any time in its sole discretion.
Any change in the modification of the terms
and conditions of this Agreement will be
posted on the ElectronicAdventure.us site as a
revised version of this agreement.
Modifications may include, but are not limited
to, changes in the scope of the available
Click Through Payout,
payment procedures and other terms and
conditions. If any modification is
unacceptable to you, your only recourse is to
terminate this Agreement. Your continued
participation in the ElectronicAdventure.us Affiliate Program following the posting of a
change notice or new agreement by ElectronicAdventure.us
on its site will
constitute binding acceptance of the change.
Relationship of the Parties
Each party shall be deemed to be
independent contractors with respect to the
subject matter of this Agreement, and nothing
contained in this Agreement shall be deemed or
construed in any manner as creating any
partnership, joint venture, employment,
agency, fiduciary or other similar
relationship. You will be responsible for all
owed taxes on "payout". You will have no authority to make or
accept any offers or representations on the
behalf of ElectronicAdventure.us. You will not
make any statement, whether on your site or
otherwise that reasonably would contradict
anything in this section.
Disclaimers
ElectronicAdventure.us makes no representation
that the operation of its site will be
uninterrupted or error free, and ElectronicAdventure.us
will not be liable for the
consequences of any interruptions or errors.
You shall not make any warranties or
representations to any third party regarding
the services offered by ElectronicAdventure.us.
Representations and Warranties
You hereby represent and warrant to ElectronicAdventure.us
as follows:
(a) This Agreement has been duly and validly
executed and delivered by you and constitutes
your legal, valid, and binding obligation,
enforceable against you in accordance with its
terms.
(b) The execution, delivery and performance by
you of this Agreement, and the consummation by
you of the transactions contemplated hereby
will not, with or without giving of notice,
the lapse of time, or both, conflict with or
violate (i) any provision of law, rule, or
regulation to which you are subject; (ii) any
order, judgment or decree applicable to you or
binding upon your assets or properties; (iii)
any provision of your bylaws or certificate of
incorporation; or (iv) any agreement or other
instrument applicable to you or binding upon
your assets or property.
(c) There is no pending or, to the best of
your knowledge, threatened claim, action, or
proceeding against you, or any affiliate of
yours, with respect to the execution,
delivery, or consummation of this Agreement,
or with respect to your trademark.
(d) You are an adult of at least 18 years of
age.
(e) You know of no reason why you cannot
legally be bound to this agreement.
Confidentiality
You hereby agree that all information
including, without limitation, the terms of
this Agreement, business and financial
information, customer and vendor lists, and
pricing and sales information, concerning ElectronicAdventure.us
shall remain strictly
confidential and secret and shall not be
utilized, directly or indirectly, by you for
any other purpose other than in the
performance of your duties and obligations
under this Agreement.
Limitation of Liability
ElectronicAdventure.us will not be liable for
direct or consequential damages, or any loss
of revenue, profits, or data, arising in
connection with this Agreement, even if ElectronicAdventure.us
has been advised of the
possibility of such damages.
Indemnification
You hereby agree to indemnify and hold
harmless ElectronicAdventure.us and its
subsidiaries and affiliates, and their
directors, officers, employees, agents,
shareholders, partners, members, attorneys and
other owners against any and all claims,
actions, demands, liabilities, losses,
damages, judgments, settlements, costs and
expenses (including reasonable attorney fees)
any and all of the foregoing hereinafter
referred to as "losses" insofar as
such losses (or actions in respect thereof)
arise out of or are based on (i) any claim
your use of our trademark infringes on any
trademark, trade name, service mark,
copyright, license, intellectual property, or
other proprietary right of any third party,
(ii) any misrepresentation or warranty or
breach of the covenant and agreement made by
you herein, or (iii) any claim related to your
site, including without limitation, contact
therein no attributable to us.
Governing Law
This Agreement will be governed by the laws
of the United States and the State of Florida, without reference to rules
governing choice of law. Any action related to
this Agreement must be brought in the federal
or state courts located in Tallahassee,
Florida,
and you irrevocably consent to the
jurisdiction of such courts.
Nonassignable
You may not assign this Agreement, by
operation of law or otherwise, without prior
written consent. Subject to that restriction,
this Agreement will be binding on, inure to
the benefit of, and be enforceable against
your successors and assigns.
Nonwaiver
The failure of ElectronicAdventure.us to
enforce your strict performance of any
provision of this Agreement will not
constitute a waiver of its rights to
subsequently enforce such provision or any
other provision in this Agreement.
Please Note: It is very important that you
understand our position on spam (unsolicited
email). We do not tolerate the use any program
related to ElectronicAdventure.us for spamming in
any way. If you cause any down time or
financial loss to our business due to
spamming, you will be responsible for all
losses incurred by all the other active
Affiliates and ElectronicAdventure.us. We are
very serious about this and will prosecute to
the fullest extent of the law in order to
recover all losses.