This Affiliate Service Agreement (the "Agreement") is made by and between Commission Junction, Inc., a Delaware, USA corporation ("Commission Junction"), and you, as an Affiliate user of the Commission Junction service ("You", "Your", "Affiliate", or "Affiliate Member").
To be an authorized Affiliate Member of Commission Junction, Inc., You agree to abide by the terms and conditions contained in this Agreement. Please read this Agreement carefully before registering and using the Commission Junction Service as an Affiliate. By clicking on the "I have read and accept the Commission Junction Privacy Policy and Affiliate Service Agreement" box at the bottom of the signup page and using the Commission Junction Service as an Affiliate, You indicate Your acceptance of this Agreement and its terms and conditions. If You do not accept this Agreement, do not use the Commission Junction Service as an Affiliate.
PRIVACY POLICY
Commission Junction respects the privacy of its users and promises not to disclose personal or business information to third parties without the express permission of You and Your company. We will not sell Your name, e-mail address, phone number, or any other personal information to anyone else. We consider this information to be private, and it will remain as such
If You have any questions about Your privacy rights, or would like further information regarding the confidentiality of Your interactions with CJ, contact us at help@cj.com.
DEFINITIONS "Affiliate Marketing" or "Performance Marketing" or "Revenue Sharing" occurs when online businesses ("Merchants") and web sites that generate online traffic ("Affiliates") partner to drive Visitors to the Merchant’s Web site and the Merchant pays a reward when the Visitor referral results in a sale, lead, or click.
"Affiliate Member" or "Affiliate" means an authorized site that is rewarded for a legitimate sale, lead, or click by a Visitor, and uses the Commission Junction Service to facilitate applications, tracking, reporting, and receipt of Commission payment.
"Merchant Member" or "Merchant" means a Web site that pays a reward for a legitimate sale, lead, or click by a Visitor, and uses the Commission Junction Service to facilitate sign-ups, tracking, reporting, and issuance of Commission payment.
"Visitor" means any person, Web surfer or user that clicks on a Link to a Merchant’s Web site placed on an Affiliate's Web site.
"Pay-per-sale" means the Payout the Merchant agrees to pay for Visitors referred to the Merchant's Web site that results in a sale of a product or service. The sale could occur at the time of the visit or at a later time not to exceed 90 days. If a sale occurs after 90 days and the Visitor has not returned through an authorized Affiliate's site, then no Payout shall occur.
"Pay-per-lead" means the Payout the Merchant agrees to pay for Visitors referred to the Merchant's Web site that results in the Visitor performing an action defined by the Merchant. Such an action could include filling out a form, joining a mailing list, or other mechanism to identify potential customers. The action could occur at the time of the visit or at a later time not to exceed 90 days. If an action occurs after 90 days and the Visitor has not returned through an authorized Affiliate's site, then no Payout shall occur.
"Pay-per-click" means the Payout the Merchant agrees to pay for a valid click from an Affiliate Partner's site to the Merchant's site that results in the Merchant's Web site being viewable to the Visitor. A click is deemed valid when it meets certain criteria as defined on the Web site or in this agreement, which criteria may change from time to time.
"Payout" means the amount per-sale, per-lead, or per-click established and agreed upon by Commission Junction and the Merchant. The Payout may be expressed as a set amount or as a percent of sales.
"Commission" means the amount per-sale, per-lead, or per-click paid by Commission Junction to an Affiliate. The Commission may be expressed as a set amount or as a percent of sales.
"Link" means a hyperlink placed on an Affiliate Member's site that, when clicked on, serves a Merchant's Web site to the Visitor's browser. The Link may be in the form of text, a product image, a button, a banner or any other format acceptable to the Merchant.
"New Referred Affiliate" means any person, Web surfer or user that becomes a Commission Junction Affiliate through Your referral via an authorized link fromYour Affiliate Web site to the Commission Junction Web site, as long as the New Referred Affiliate is not an existing Commission Junction Affiliate Member.
"Chargeback" means a reversal of a Payout previously earned for a sale, lead, or click that is later rescinded or corrected by the Merchant. A Chargeback is defined and limited to product returns, duplicate entries, non-qualified sales, leads, or clicks, and unauthorized payment or non-receipt of payment from the Visitor to the Merchant.
"Your Account" means a separate, specific account within the Service that is credited with Your Commissions and other earnings.
THE SERVICE Commission Junction has developed and operates a service (the "Service") which allows Web sites to run and/or participate in Affiliate Marketing programs. You wish to become an Affiliate Member of Commission Junction and utilize the Service as an Affiliate. As an Affiliate Member of Commission Junction you will be establishing Revenue Sharing arrangements with third party organizations, called Merchants. All Affiliate relationships established between You, the Affiliate, and Commission Junction Merchant Members, will be conducted and managed through the Service.
LINK PLACEMENT As an Affiliate Member of the Service, you may place and remove Merchant Links on Your site and in Your email messages at Your discretion.
AFFILIATE PAYMENT You will receive a Commission for sending a Merchant authorized sales, leads, and/or clicks via Your Links. In order to place Links, You must first be approved by a Merchant to become an Affiliate of that Merchant’s program. You understand that the Payout amount may be changed at any time. Commission Junction will notify You, the Affiliate, via email of any Payout changes. This information is also available to You at the Commission Junction Member’s Area. You are responsible for determining if the Payout for a Link You have placed on Your site has changed or been discontinued.
You receive the Commission from Commission Junction. You may use funds credited to Your Account to act as a Merchant within the Service. Payments are made automatically on the twentieth (20th) day of each month when Your account balance reaches $25 for the previous months' transactions. International Affiliates, or Affiliates preferring to be paid in larger increments, may opt to do so in the member area by setting the payment threshold to a higher dollar value. Money credited to Your Account does not accrue interest.
In the event of a Chargeback by a Merchant, Commission Junction may recover from You the corresponding Commission previously credited to Your Account. The Chargeback Commission will be immediately deducted from Your Account balance. In the event that Your Account balance is less than the Chargeback Commission, the Chargeback Commission will be deducted against Your future earnings.
REFERRAL PROGAM
Your Account will be credited for all New Referral Affiliates in accordance with the terms of the Commission Junction referral program. This program currently pays You a $.05 commission for each valid click through to CJ.com, in addition to a bounty of $1 per New Referred Affiliate, plus 5% of any New Referred Affiliate earnings for as long as You are an active Affiliate Member of the Service.
SERVICE MAINTENANCE
Commission Junction will provide support for the Service as indicated on the Commission Junction Web site.
EMAIL CONTACT
Commission Junction reserves the right to send e-mail to You for the purposes of informing you of applicable changes or additions to the Service or any Commission Junction related products and services.
CHANGES TO THE SERVICE
Commission Junction reserves the right to change, modify, add or remove portions of this Agreement at any time and may add to, change, suspend or discontinue any aspect of the Service at any time. In the event of any material change, Commission Junction will notify You via e-mail, newsletter or the Commission Junction Web site at least 14 days prior to any such changes taking effect, at which time You may either agree to such changes or withdraw from the Service.
REGISTRATION
To sign up as an Affiliate Member of Commission Junction and to use the Service as an Affiliate Partner you must be at least 18 (eighteen) years of age.
THE FOLLOWING TYPES OF SITES ARE NOT ALLOWED TO PARTICIPATE IN COMMISSION JUNCTION: ADULT SITES, SITES THAT DISPLAY ADULT BANNERS, SITES THAT PROMOTE VIOLENCE, BIGOTRY, OR HATRED. SITES THAT PROMOTE ILLEGAL ACTIVITY, including but not limited to WAREZ, CRACKING, and HACKING SITES.
You agree that You have read the documentation for the Service and understand its features and rules. As part of the registration process, You will select an email and password combination that You use to access Your Affiliate Member area within the Service. You shall provide Commission Junction with accurate, complete and updated registration information. You may not select the name of another person with the intent to impersonate that person or deceive members or other users as to Your true identity.
You agree that Commission Junction may rely on any data, notice, instruction or request furnished to Commission Junction by You which is reasonably believed by Commission Junction to be genuine and to have been sent or presented by a person reasonably believed by Commission Junction to be authorized to act on Your behalf. You shall notify Commission Junction by e-mail at fraud@cj.com of any known or suspected unauthorized uses of Your Account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of Your email and password. You shall be responsible for maintaining the confidentiality of Your email and password and You are responsible for all usage and activity on Your Account, including use of the account by a third party authorized by You to use Your Account. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination by Commission Junction and referral to the appropriate law enforcement agencies.
ACCEPTED USE OF THE SERVICE
You represent to Commission Junction that all content You provide to the Service is solely owned by You or provided by You with the express authority of the company You represent, does not infringe upon any other individual's or organization's rights (including, without limitation, intellectual property rights) and is not defamatory, libelous, unlawful or otherwise objectionable.
You shall not provide, promote, distribute, place or otherwise publish as an Affiliate Member of the Service any content, or Web site that includes content, which is libelous, defamatory, obscene, pornographic, abusive, fraudulent or violates any law. As Commission Junction may not review all information provided by You, You shall remain solely responsible for Your content and Web site. As an Affiliate Member, You may not artificially inflate traffic counts to Merchant site(s) using any device, program, robot or other means, including but not limited to JavaScript pop-up windows and redirects. You may not click on Your own banners and/or links or submit multiple leads to Your Merchant partners. Links may not be placed in newsgroups, unsolicited e-mail, banner networks, counters, chatrooms or guestbooks. Any Link placed must be done in such a way that it is not misleading to any Visitor and done with the intention of delivering valid sales, leads, or clicks to the related Merchant for that Link. Points or reward programs for pay-per-click or pay-per-lead programs are not allowed unless specifically approved by the Merchant.
COMMISSION JUNCTION RESERVES THE RIGHT TO DEEM ANY SITE INAPPROPRIATE AND TERMINATE THE SITE AS A MEMBER OF COMMISSION JUNCTION.
If You are terminated from the Service, Commission Junction has the right to withhold money You earned within the Service or money that You owe within the Service and You will not be allowed to re-join Commission Junction.
LIMITED WARRANTY
The Service, its operation, its use and the results of such use shall be performed in a workmanlike manner. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COMMISSION JUNCTION DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICE, ITS USE AND THE RESULTS OF SUCH USE. WITHOUT LIMITING THE FOREGOING, COMMISSION JUNCTION SPECIFICALLY DISCLAIMS ANY WARRANTY (A) THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, (B) THAT DEFECTS WILL BE CORRECTED, (C) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (D) THAT THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT, OR (E) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
The Merchant will make reasonable commercial efforts to keep its transaction service operational during normal business hours. However, certain technical difficulties may, from time to time, result in temporary service interruptions. Affiliate understands and acknowledges that it is normal to have a certain amount of system downtime and further agrees not to hold the Merchant liable for any of the consequences of such interruptions. MERCHANT SHALL HAVE NO LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF ANY WEB SITE OF AFFILIATE OR AFFILIATE CUSTOMER DATA FILES OR SYSTEMS OR PROGRAMS THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. MERCHANT SHALL HAVE NO LIABILITY WITH RESPECT TO MERCHANT OBLIGATIONS HEREUNDER OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF MERCHANT HAS BEEN NOTIFIED OF SUCH DAMAGES. ANY LIABILITY OF MERCHANT HEREUNDER SHALL BE LIMITED TO THE REVENUE EARNED BY MERCHANT AS A DIRECT RESULT OF THIS AGREEMENT.
LIMITATION OF LIABILITY
COMMISSION JUNCTION OR ITS SUPPLIERS OR RESELLERS OR MERCHANTS SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THE USE OF OR INABILITY TO USE THE COMMISSION JUNCTION SERVICE OR ANY INFORMATION PROVIDED ON THE COMMISSION JUNCTION WEB SITE OR ANY OTHER HYPERLINKED WEB SITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF COMMISSION JUNCTION OR A COMMISSION JUNCTION AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE WEB SITE OR ANY HYPERLINKED WEB SITE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, COMMISSION JUNCTION'S LIABILITY IS LIMITED TO THE SMALLEST AMOUNT PERMITTED BY LAW. THIS PARAGRAPH WILL SURVIVE THE FAILURE OF ANY EXCLUSIVE OR LIMITED REMEDY.
You agree that Commission Junction, although the provider of the Service, has no responsibility or liability as a result of Your placement of authorized Links from Your Web site, and You, and the Merchant, jointly and severally agree to indemnify, defend, and hold harmless Commission Junction and its affiliates, officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to any offer or any other matter related to this Agreement or the subject matter hereof and any dispute relating thereto.
Commission Junction agrees to indemnify, defend, and hold harmless Affiliate and its affiliates, officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to Commission Junction's negligence or willful misconduct in performance of the Services or its breach of this Agreement.
NON-DISCLOSURE
Commission Junction acknowledges that in the course of this Agreement it shall have access to confidential and proprietary information ("Confidential Information") of Your company. Commission Junction agrees not to disclose or disseminate the Confidential Information without Your prior express written consent. The term "Confidential Information" shall not include information that is or becomes part of the public domain through no action or omission of Commission Junction, that becomes available to Commission Junction from third parties without knowledge by Commission Junction of any breach of fiduciary duty, or that Commission Junction had in its possession prior to the date of this Agreement.
Commission Junction does not collect information about a Merchant’s customer transactions, other than what is passed to us through the installed tracking code and displayed on Your own transaction reports. Any information we receive is used solely for tracking and Commission payment purposes. Commission Junction reserves the right to be able to utilize this data in aggregate to analyze Service trends, monitor Service efficiencies, and perform such other analysis as Commission Junction deems appropriate.
OWNERSHIP AND LICENSES
You, the Affiliate, are granted a non-exclusive, limited, revocable right to use Merchant provided trademarks and banners. All images, technology and content provided for Your use is and shall remain the sole property of the Merchant, and no part thereof shall be deemed assigned or licensed to You except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, tradenames and service marks related to the foregoing shall remain the Merchant’s sole property, including rights in and to any derivatives thereof. You may not modify the trademarks, banners, the content or any of the images provided to You in any way.
All images, technology and content provided to You by a Merchant is and shall remain the Merchant’s sole property and no part thereof shall be deemed assigned or licensed to You except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, trade names and service marks related to the foregoing shall remain the Merchant’s sole property, including rights in and to any derivatives thereof. You may not modify the Merchant’s trademarks, banners, the content or any of the provided images in any way. You shall use the marks exactly in conformance with the Merchant’s trademark usage policies as communicated to You from time to time. A Merchant Member may immediately terminate Your license to use the marks if the Merchant reasonably believes that such use dilutes, tarnishes or blurs the value of their marks. You acknowledges that Your use of the marks will not create in You, nor will You represent that You have, any right, title or interest in or to the marks other than the license granted by the Merchant above. You will not challenge the validity of or attempt to register any of the marks or Your interest therein as a licensee, nor will You adopt any derivative or confusingly similar names, brands or marks or create any combination marks with the marks. You acknowledge the Merchant’s ownership and exclusive right to use the marks and agree that all goodwill arising as a result of the use of the marks shall inure to the benefit of the Merchant.
REPRESENTATIONS
Commission Junction makes no representations whatsoever about any other Web site which You may access through the Service. In addition, a link to a non-Commission Junction Web site does not mean that Commission Junction endorses or accepts any responsibility for the content or the use of such Web site.
NONASSIGNABILITY
Affiliate or Commission Junction may assign this Agreement to any successor or affiliate upon notice to the other party and mutual agreement between both parties.
FORCE MAJEURE
Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party.
JURISDICTIONAL ISSUES
Information Commission Junction publishes on the Service may contain references or cross references to Commission Junction's programs or services that are not announced or available in Your jurisdiction. Such references do not imply that Commission Junction intends to announce such programs or services in Your jurisdiction. Except as described otherwise, all materials on the Service's site are made available only to provide information about Commission Junction. Commission Junction controls and operates its site from its offices in the United States of America and makes no representations or warranties that these materials are appropriate or available for use in other locations, and access to them from territories where their contents are illegal is prohibited. If You use Commission Junction's site from other locations, You are responsible for compliance with applicable local laws. This Agreement shall be governed by California, USA law (except for conflict of law provisions). The exclusive forum for any actions brought in connection with this Agreement shall be in the state and federal courts in and for the State of California, USA and You consent to such jurisdiction. The application of the United Nations Convention on the International Sale of Goods is expressly excluded.
MISCELLANEOUS
This Agreement represents the complete agreement concerning this license and may be amended only by a writing executed by both parties. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN, AND NOT THOSE IN YOUR PURCHASE ORDER. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable.
