AFFILIATE AGREEMENT
 

Last Updated: 11/06/2009

This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Olive Interactive, LLC Affiliates Program (the "Program"). As used in this Agreement, "we", "us", or "our" means Olive Interactive, LLC or any of our affiliate companies, as the case may be, and "you" means the applicant. "Claim.io Site" means the Claim.io. web site. "Your site" means any site that you will link to the Claim.io Site (and which you will identify in your Program application).

1. Enrollment in the Program To begin the enrollment process, you will submit a complete Program application via the Claim.io Site. We will evaluate your application in good faith and will notify you of its acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include, but are not limited to, those that:
  • Promote sexually explicit materials
  • Promote violence
  • Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
  • Promote illegal activities
  • Include any trademark of Olive Interactive, LLC or its affiliates, or any variation or misspelling of any trademark of Olive Interactive, LLC or its affiliates, in any domain name -- for example, a domain name such as "Claim.io.mydomain.com", "clame.com", "facebook.com/Claimio," would be unsuitable
  • Include any trademark of Olive Interactive, LLC or its affiliates in any username, group name, or other identifier on any social networking website - for example, a username such as "ClaimioMexico", or "ClaimioYourNamio" registered on a social networking site such as Twitter or Facebook would be unsuitable; or otherwise violate intellectual property rights.
By participating in the Program you agree that you will not engage in any such activities. If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement. Participation in the Program is limited to parties that lawfully can enter into and form contracts under applicable law. For example, minors are not allowed to participate in the Program.

2. Links on Your Site

Once you have been notified that your site has been accepted into the Program, we grant you a revocable, non-exclusive, worldwide, royalty-free license for the duration of the term of this Agreement, solely for purposes of facilitating referrals from your site to the Claim.io Site, to provide on your site one or more of the following types of links to the Claim.io Site:
  • General Link to Claim.io Site Home Page: You may provide a general link on your site to the home page of the Claim.io Site.
We will provide you with guidelines and graphical artwork to use in linking to the Claim.io Site home page. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with Affiliate "tagged" link formats to be used in all links between your site and the Claim.io. You must ensure that each of the links between your site and the Claim.io Site properly utilizes such Affiliate link formats. Links to the Claim.io Site placed on your site pursuant to this Agreement and which properly utilize such Affiliate link formats are referred to as "Affiliate Links." You will earn referral fees only with respect to activity on the Claim.io Site occurring directly through Affiliate Links; we will not be liable to you with respect to any failure by you to use Affiliate Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.

You acknowledge that, by participating in the Affiliates Program and placing any of the above links within your site, we may receive information from or about visitors to your site or communications between your site and those visitors. Your participation in the Program constitutes your specific and unconditional consent to and authorization for our access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in the Privacy Notice on the Claim.io Site.

Except for the license granted under this Section 2, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to the Affiliate Links, link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to the Claim.io domain name.

You also acknowledge that as a participant in the Program, we may from time to time send you email updates about the Program. By participating in the Program, you consent to our sending you these email updates.

3. Order Processing

We will process Product orders placed by customers who follow Affiliate Links from your site to the Claim.io Site. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service. We will track sales made to customers who purchase Products by using Affiliate Links from your site to the Claim.io Site and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion.

4. Referral Fees

We will pay you (in accordance with Sections 5 and 6 below) referral fees on certain Product sales to third parties. For a Product sale to be eligible to earn a referral fee, the customer must click-through a Affiliate Link on your site to the Claim.io Site and during a single session. The session begins when the customer clicks through a Affiliate Link on your site to the Claim.io Site and ends upon the first to occur of the following events: (a) 30 days elapses from the customer's initial click-through, or (b) the customer places an order for a Product. We will only pay referral fees on eligible Products after order, payment, and digital fulfillment have occurred.

To permit accurate tracking, reporting and fee accrual, you must ensure that the Affiliate Links between your site and the Claim.io Site are properly formatted. We will not be liable for paying referral fees on purchases that are not correctly tracked and reported because the links between your site and the Claim.io Site are not properly formatted.

In addition, you may not: (a) directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using Affiliate Links on your site to access the Claim.io Site (e.g., by implementing any "rewards" program for persons or entities who use Affiliate Links on your site to access the Claim.io Site); (b) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity; (c) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the Claim.io Site; (d) make any orders or subscription requests, or engage in other transactions of any kind on the Claim.io Site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so; (e) take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring; (f) other than providing Affiliate Links on your site in accordance with this Agreement, post or serve any advertisements or promotional content promoting the Claim.io Site or otherwise around or in conjunction with the display of the Claim.io Site (e.g., through any "framing" technique or technology or pop-up or pop-under windows), or assist, authorize, or encourage any third party to take any such action; (g) attempt to circumvent the referral fee schedule or artificially increase your referral fees (e.g. by intentionally featuring, purchasing or requesting or encouraging any third party to purchase low-price items offered on the Claim.io Site (as determined by us) for the purpose of exceeding any referral fee threshold or by causing any page of the Claim.io Site to open in a customer's browser other than as a result of the customer clicking on a Affiliate Link on your site); (h) attempt to intercept or re-direct (including, without limitation, via user-installed software) traffic from or on, or divert referral fees from, any web site that participates in the Program; (i) use any Content or Affiliate Link in connection with any handheld, mobile, or mobile phone application without our prior written approval; or (j) seek to purchase or register any keywords, search terms or other identifiers that include the words "Claim.io", "Claimio," or any other trademark of Claim.io, Olive Interactive, LLC or its affiliates, or variations or misspellings thereof ("Proprietary Terms") for use in any search engine, portal, sponsored advertising service or other search or referral service. In addition, if you bid on or purchase keywords or otherwise participate in keyword auctions on Google, Yahoo, MSN, or any of the sites that participate in their respective search networks (e.g., AOL, Ask.com, etc.), the paid search advertisements you purchase may not send users directly to the Claim.io Site or indirectly to the Claim.io Site via automatic redirection from a site other than the Claim.io Site (i.e., without a click or other affirmative act by the user on that intermediate site).

However, nothing in this Agreement prohibits you from purchasing paid search advertisements to send users to your site and then, when the user affirmatively clicks on a Affiliate Link on your site to the Claim.io Site, directing that user to the Claim.io Site. If we determine, in our sole discretion, that you have engaged in any of the foregoing activities or, as the case may be, refused promptly to comply with a request from us to exclude Proprietary Terms from any keyword as mentioned above, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement and/or terminate this Agreement.

5. Referral Fee Schedule

During each calendar month, for Qualifying Products sold during sessions initiated through Affiliate Links on your site, you will earn (subject to the other terms of this Agreement) referral fees described below.

Subject to the other terms of this Agreement, you will earn 18% of "Qualifying Revenues" (revenues derived by us from customers as a result of sales of Qualifying Product units sold during sessions initiated through Affiliate Links on your site, excluding costs, taxes separately stated and charged to the customer, service charges, rebates, credit card processing fees, returns and bad debt).

6. Referral Fee Payment

We will pay you referral fees on a monthly basis for qualifying products and/or services fulfilled in the applicable month. Approximately 60 days following the end of each calendar month, we will either (a) send you a check for the referral fees earned, (b) directly deposit the referral fees earned into your bank account (if you want us to use this method of payment, please note that you will have to provide us with the name of your bank, the bank account type, the 9-digit routing number/ABA number, the account number and the primary account holder name as it appears on the bank account). If you select payment via check, we will accrue and withhold referral fees until the total amount due is at least $100.00.

We are obligated by U.S. federal law to obtain tax information from Program participants who are U.S. citizens, U.S. residents or U.S. corporations and from Program participants who are not U.S. citizens or residents but whose businesses are taxable in the U.S. If we believe you are a Program participant from whom we are obligated to obtain tax information and you do not provide this information to us after we have requested it, we may withhold your referral fee payments until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.

7. Policies and Pricing

Customers who buy products and/or services through this Program will be deemed to be our customers. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time.

8. Identifying Yourself as an Affiliate

You may not issue any press release with respect to this Agreement or your participation in the Program; such action may result in your termination from the Program. We will make available to you a small graphic image that identifies your site as a Program participant. You must display this logo or the phrase "In association with Claim.io" somewhere on your site. We may modify the text or graphic image of this notice from time to time. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that we support, sponsor, endorse, or contribute money to any charity or other cause).

9. Limited License

We grant you a nonexclusive, revocable right to use the graphic image and text described in Section 8 and such other text or images for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist in generating Product sales. You may not use such image or text in an offline promotion or other offline manner (e.g., in any printed material, mailing or other document). You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines, as those guidelines may change from time to time. We may revoke your license at any time by giving you written notice.

10. Responsibility for 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. For example, you will be solely responsible for:
  • The technical operation of your site and all related equipment
  • Ensuring the display of Affiliate Links on your site does not violate any agreement between you and any third party (including without limitation any restrictions or requirements placed on you by a third party that hosts your site),
  • Creating and posting Product descriptions on your site and linking those descriptions to the Claim.io Site, the accuracy and appropriateness of materials posted on your site (including, among other things, all Product-related materials and any information you include within or associate with Affilliate Links),
  • Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)
  • Ensuring that materials posted on your site are not libelous or otherwise illegal
  • Ensuring that your site accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors' browsers.
We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.

11. Compliance with Laws

As a condition to your participation in the Program, you agree that while you are a Program participant you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are a Program participant. Without limiting the foregoing obligation, you agree that as a condition of your participation in the Program you will comply with all applicable laws (federal, state or otherwise) that govern marketing email, including without limitation, the CAN-SPAM Act of 2003 and all other anti-spam laws.

12. Term of the Agreement

The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to the Claim.io Site, and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are eligible to earn referral fees only on sales of Qualifying Products that occur during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

13. Modification

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on the Claim.io Site. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE CLAIM.IO SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

14. Relationship of Parties

You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

15. Limitation of Liability

We will not be liable for indirect, Affiliate, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.

16. Disclaimers

We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of the Claim.io Site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

17. Independent Investigation

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

18. Disputes

Any dispute relating in any way to the Program or this Agreement in which the aggregate total claim for relief sought on behalf of one or more parties exceeds $7,500 will be adjudicated in any state or federal court in Denver, Colorado, and you hereby consent to exclusive jurisdiction and venue in those courts. The laws of the State of Colorado, without regard to principles of conflicts of laws, will govern this Agreement and any dispute of any sort that might arise between you and us. Notwithstanding anything to the contrary in this Agreement, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity’s intellectual property or proprietary rights. You further acknowledge and agree that our rights in the Content are of a Affiliate, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated and may not be adequately compensated for in monetary damages.

19. Miscellaneous

This Agreement will be governed by the laws of the United States and the state of Colorado, without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.





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