1 Parties to this Agreement 1
1 Parties to this Agreement
1.1 “EscortPost” also know as EscortPost.com, EscortPass.com is the main party
in this agreement.
1.2 “You”, “Your” refers to each and every affiliate or sub-affiliate of the EscortPost affiliate program. Participation in the program constitutes full and
complete acceptance of the terms and conditions set forth herein.
2 EscortPost Responsibilities.
2.1 Coded URL. Upon your acceptance, EscortPost will provide you with a
URL coded to specifically identify you which will allow you to create a link to
the EscortPost web site. You may post this link in any location, as many times
as you like subject to the remaining terms of this agreement regarding
acceptable links.
2.2 Tracking. EscortPost agrees to track the customers referred to
EscortPost via the link provided to you for that purpose. EscortPost will pay
you a commission for each such referral made in compliance with this agreement
pursuant to the commission schedule and the terms set forth in this affiliate
agreement.
3 Affiliate Responsibilities.
3.1 Minimum Age. You agree that you are 18 years of age or older on the
date that you first approve the terms hereof. You agree that you are in a
jurisdiction where participation in the EscortPost affiliate program does not
violate any law, ordinance, regulation or standard.
3.2 Operative Link. You agree to take full responsibility for ensuring
the proper and continuing operation of your coded URL. You agree that you will
notify EscortPost if your coded URL ceases to function or ceases to function
properly.
3.3 Representations. You agree that you will not make any
representations, promises, warranties or other statements about EscortPost or
the EscortPost web site, products or policies other than as may be expressly
approved in writing by EscortPost or as other wise provided to you by EscortPost
for that purpose.
3.4 Link. You may use the coded URL provided by EscortPost via the
available EscortPost Link Library or in any other form you wish provided that
your use of the URL is not in any way disparaging of EscortPost or otherwise not
appropriate or acceptable in EscortPost sole opinion and judgment. You may not
violate any copyright, trademark or other intellectual property right of
EscortPost or any other party. You may not violate the EscortPost General Terms
of Service.
3.5 Amendments. You agree that this agreement may be amended by
EscortPost at any time without notice to you. You agree to keep advised of any
changes to this agreement by checking the EscortPost web site on a periodic
basis.
3.6 Customers of EscortPost. EscortPost will have the sole right and
responsibility to service all customers secured through your coded URL. All
dealings with customers shall be directly
and solely between customer and EscortPost. EscortPost shall have the right and
obligation to determine all pricing and product offerings and shall have the
right to make any changes thereto without notice to affiliate.
4 Commissions.
4.1 Commission Rate. Commissions are paid for all new member accounts purchased via your coded URL subject to the terms and conditions set
forth herein. Commissions are paid on new subscriptions and all subsequent
successful renewals. You will not be paid no further commissions if a
customer cancels subscription or if we're not able to successfully re-bill the
customer. Subscription will be automatically cancelled and no further commission
will be paid out to you for cancelled accounts. The
current commission rate for a first tier affiliate subscription is Four dollars
and ninety cents.
($4.90).
4.2 Qualified Commission. A “qualified commission” is one for which the
new subscription which is the subject of the commission has not been refunded
charged back by the customer. All refunded/charged back transactions are subject
to commission reversal. EscortPost shall make all
decisions as to whether any commission is a “qualified commission”. Free (i.e.
Advertising) accounts will not receive
commissions of any kind.
4.3 Payment Date. EscortPost will process and mail all qualified
commission checks by the 5th day of each month.
4.4 Timing of Calculation. EscortPost agrees to pay you the commission
set forth in paragraph 4.1 herein in effect at the time such commission becomes
a qualified commission. The commission amount or any other term of this
agreement may be changed by EscortPost at any time without notice to you. It is
your obligation to check this agreement document regularly to keep advised of
any such changes.
4.5 No Internal Sales. You understand and agree that you will not earn a
commission on the purchase of your own subscriptions.
4.6 Payment Form. Commissions will be paid via check sent to the address
you provide at registration. Any changes to this preference may be made in your
account.
4.7 Commission Cut-off. You must meet a quota of 100 new members
(all of which must be qualified commissions) within a 365 day period. Otherwise, commissions will be voided
and your account may be closed.
5 Ownership and Licenses.
5.1 Property Ownership. Each party to this agreement shall retain all
right, title and interest in its names, logos, trademarks, service marks, trade
dress, copyrights and proprietary technology, including, without limitation,
those names, logos, trademarks, service marks, trade dress, copyrights and
proprietary technology currently used or which may be developed and/or used by
it in the future.
5.2 License. EscortPost grants you as an affiliate a revocable,
non-exclusive, worldwide License to use, reproduce and transmit the EscortPost
logos, trademarks and service marks on your site and only your site for the sole
purpose of facilitating a link between your site and EscortPost to accomplish
the purpose and intent of this affiliate agreement. You may also use the links
and images located in the link library prepared specifically for that purpose
subject to the same terms and conditions. You may not otherwise use, copy,
distribute, change, modify, or otherwise alter any such property. This License
is neither assignable nor transferable.
5.3 Cease use upon demand. You agree to immediately cease the use of any
mark upon request made by EscortPost to the email address provided by you and
maintained on file for you by EscortPost. You agree to immediately cease the use
of any link created by you to EscortPost upon request by EscortPost to the email
address provided by you and maintained on file for you by EscortPost.
6 Termination.
6.1 Effect upon Commission. Either party may terminate this agreement at
any time upon notice in writing to the other party. Other than any termination
under paragraph 6.2 herein, any commission which has become a qualified
commission as of the date of such termination will be paid post termination. Any
commission which is not a qualified commission as of the date of notice of
termination shall not thereafter become a qualified commission.
6.2 Breach of this agreement. The breach of this agreement, or any
provision thereof, knowingly or otherwise, willful or otherwise, is grounds for
immediate suspension or at the sole option of EscortPost termination of this
agreement in it’s entirety.
6.2.1 Suspension. Suspension under this paragraph shall mean the
withholding of all commission payments qualified or otherwise until such breach
is cured. Suspension if not cured within a reasonable time as determined by
EscortPost will become a termination under 6.2 as of the date of the initial
suspension.
6.3 Survival. Upon termination of this agreement all rights and licenses
granted by this agreement are immediately revoked. Paragraph 3.6, section 6
(Termination), Paragraphs 7.1 through 7.14 (inclusive) and 7.16 – 7.19 shall
survive such termination and remain in full force and effect.
7 General.
7.1 Authority. Each party represents to the other that it has full
binding authority to enter into this agreement and in the case of any entity
other than an individual that the parson assenting to the terms of this
agreement has the full binding authority of the entity purportedly bound.
7.2 Non-Infringement. You agree that in the course of any performance
under this agreement or otherwise with respect to any dealings between you and
EscortPost that you will not infringe on any third party's copyright, patent,
trademark, trade secret or other proprietary rights or right of publicity or
privacy.
7.3 Violation of Law. That you will not violate any applicable law,
ordinance, regulation or standard.
7.4 Terms of Service. You agree that in the course of any performance
under this agreement or otherwise with respect to any dealings between you and
EscortPost that you agree to be bound by the EscortPost General Terms of Service
which are incorporated herein as though set forth at length herein.
7.5 Unsolicited Email. You agree that in the course of any performance
under this agreement or otherwise with respect to any dealings between you and
EscortPost that you will not use or otherwise permit the use of unsolicited
commercial email (a.k.a. SPAM) in relation to the EscortPost Affiliate program.
7.6 Defamation/Libel. You agree that in the course of any performance
under this agreement or otherwise with respect to any dealings between you and
EscortPost that you will not transmit any information which is or might be
considered to be defamatory or libelous.
7.7 Decency. You agree that in the course of any performance under this
agreement or otherwise with respect to any dealings between you and EscortPost
that you will not transmit any information which is or might be considered to be
lewd, pornographic or obscene;
7.8 Unfair Competition. You agree that in the course of any performance
under this agreement or otherwise with respect to any dealings between you and
EscortPost that you will not violate any laws regarding unfair competition, anti-discrimination or false advertising or the EscortPost General Terms
of Service.
7.9 Promote Violence. You agree that in the course of any performance
under this agreement or otherwise with respect to any dealings between you and
EscortPost that you will not take any action which might promote violence or
contain hate speech.
7.10 Damage EscortPost. You agree that in the course of any performance
under this agreement or otherwise with respect to any dealings between you and
EscortPost that you will not take any action that would in any way damage
EscortPost or otherwise compromise it’s servers or equipment including utilize
or otherwise transmit at any time contain viruses, Trojan horses, worms, time
bombs, cancelbot or other similar harmful or deleterious programming routines.
7.11 No Automatic Links. You agree not to utilize any link that is or can
be initiated automatically without the user clicking on the link.
7.12 WARRANTY DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT ANY SERVICES OR
MATERIALS PROVIDED BY EscortPost PURSUANT TO THIS AGREEMENT ARE PROVIDED AS IS,
WITH ALL FAULTS AND AS AVAILABLE, AND THAT EscortPost MAKES NO REPRESENTATIONS
OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY
DISCLAIMS, ON ITS OWN BEHALF ON AND BEHALF OF ITS SUPPLIERS, DISTRIBUTORS AND
LICENSORS, ANY WARRANTIES AS TO THE USEFULNESS, ACCURACY, RELIABILITY OR
EFFECTIVENESS OF ANY SERVICES OR MATERIALS PROVIDED HEREUNDER OR THAT THE
SERVICES PROVIDED HEREUNDER WILL BE UNINTERRUPTED, ERROR FREE OR AVAILABLE
THROUGH ANY PARTICULAR METHOD OF DISTRIBUTION, OR THAT ANY SERVICES OR MATERIALS
PROVIDED PURSUANT TO THIS AGREEMENT WILL WORK WITH EVERY INTERNET BROWSER, OR
THAT DEFECTS HAVE BEEN OR WILL BE CORRECTED, OR THAT SUCH SERVICES OR MATERIALS
WILL MEET THE NEEDS OF ANY PARTY. WITHOUT LIMITING THE FOREGOING, AND EXCEPT AS
OTHERWISE PROVIDED HEREIN, EscortPost DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO
EVENT WILL EscortPost BE LIABLE TO YOU FOR ANY SERVICE FAILURE, DISRUPTION,
DOWNTIME OR INCORRECT LINKAGE UNDER THIS AGREEMENT.
7.13 LIMITATION OF LIABILITY. IN NO INSTANCE SHALL EscortPost BE LIABLE
TO YOU FOR LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT
DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING WITHOUT
LIMITATION, NEGLIGENCE), ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER OR
NOT EscortPost HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU
ACKNOWLEDGE THAT COMMISSIONS AGREED UPON IN THIS AFFILIATE AGREEMENT ARE BASED
IN PART UPON THESE LIMITATIONS, AND THAT THESE LIMITATIONS WILL APPLY
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. Notwithstanding
the foregoing, this section shall not limit either party liability to the other
for (i) willful or malicious misconduct; (ii) gross negligence; (iii)
indemnification under Section 7.12 or (iv) either party’s liability for death or
personal injury or their own acts of fraud.
7.14 Indemnification. You agree to indemnify, defend and hold harmless
EscortPost and its affiliates, directors, officers, employees and agents,
harmless of and from any and all liability, losses, damages, injuries or
expenses (including attorney’s fees and expert witness charges) arising out of
any claimed or alleged action or inaction toward any third party whether such
claimed or alleged action or inaction arises out of a claim of misuse of copy
written materials, License violation, domain misuse, trademark misuse or any
active or passive negligence.
7.15 Independent Contractors. Each party shall act as an independent
contractor and shall have no authority to obligate or bind the other in any
respect.
7.16 Choice of Laws /Venue. This Agreement has been made in and shall be
construed and enforced in accordance with the laws of the state where
EscortPost main headquarters jurisdiction. Any action to enforce this Agreement
shall be brought in the federal or state courts located in Escort main
headquarters jurisdiction.
7.17 Severability. The provisions of this Agreement are independent of
and separable from each other, and no provision shall be affected or rendered
invalid or unenforceable by virtue of the fact that for any reason any other or
others of them may be invalid or unenforceable in whole or in part.
7.18 Integration. This agreement constitutes the entire understanding of
the parties and revokes and super cedes any and all prior agreements and is
intended to be a full and complete expression of the agreement between the
parties. This agreement shall not be modified except in writing by the posting
of a new agreement by EscortPost on the EscortPost web site.
7.19 Use constitutes Signature. Your agreement to the terms set forth
herein is manifested by any participation in the EscortPost affiliate program
including the submission of the affiliate application form and the collection of
any commission under this agreement. This agreement may be modified, amended,
altered or otherwise changed by EscortPost without notice to any other party
other than changing the agreement itself made available by EscortPost to the
affiliates on the EscortPost web site.