CommissionSoup Enrollment Terms & Conditions
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND COMMISSIONSOUP, A DIVISION OF BULLDOG MEDIA GROUP, INC. BY ENROLLING YOU AGREE THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
This Agreement contains the complete terms and conditions that apply to you joining in the CommissionSoup Network (the "Network"). The purpose of this Agreement is to allow linking between your web site and CommissionSoup's Affiliate Network for its Programs and the Programs of Third-Party Merchants.
As used in this Agreement, "we", "us", and "our" means CommissionSoup, and "you", "your" and "yours" means the applicant. "Site" means a World Wide Web site and, depending on the context refers either to CommissionSoup's site or to the site that you will link to our site. "Click" means a method that takes the visitor, as determined by the IP address, from a legally linked banner or text link from your site to our site. "Sign Up" means a visitor that legally linked to our site from your site and successfully subscribed (filled out correctly and accepted the terms and conditions of) to one of our programs. “Graphics” means banners, buttons, email images, or text links.
2. Valid Enrollment.
The following criteria, but not limited to, must be met for a valid enrollment to be accepted. All information requested on the enrollment form must be completed with valid information as it pertains to you. The site URL listed on the enrollment must be owned by you and must be live at the time the enrollment is submitted. Any false or invalid information listed at the time of enrollment will cause the enrollment to be immediately rejected. A valid physical address is required on the enrollment form. Post office boxes or addresses from mail box stores will not be accepted as a physical address.
As a condition of your membership in the CommissionSoup Network you have opted in to receive e-mail announcements of any changes or notifications in the CommissionSoup Network. A valid e-mail address that is checked regularly (minimum once a week) must be listed at all times in your contact information to avoid your account being removed from the CommissionSoup Network.
4. Text Links and Banners.
You will be responsible for the content, style, and placement of the links. You may not alter the Graphics. ALTERING OR ANY OTHER WAY USING UNAUTHORIZED ADVERTISING TECHNIQUES IS STRICTLY PROHIBITED AND WILL RESULT IN TERMINATION FROM THE PROGRAM WITHOUT PAY. We provide a complete selection to choose from and you must use this selection in order to meet the criteria in the operating agreement. If you would like to modify or use other Graphics not created or modified by us, you must obtain written permission from CommissionSoup first. Further, you may add or delete approved Graphics from your site at any time without our approval. New Graphics will be posted in the selection from time to time. It is your responsibility to make sure that all changes are adhered to.
5. Spam and Falsification.
Should CommissionSoup in its sole discretion determine that you are guilty of spamming, providing false account information, falsely increasing your number of clicks and/or acting or attempting to act in any false, misleading or illegal manner, CommissionSoup shall have the right to immediately terminate this Agreement with cause and hold all monies due you. Such termination or waiver thereof shall in no way constitute a waiver of any other Section of this Agreement.
CAN-SPAM Compliance. The parties hereby represent and warrant that they shall at all times fully comply with all applicable statutes, rules and regulations with respect to their respective businesses including, without limitation, the CAN-SPAM Act of 2003, laws governing deceptive trade practices and/or online marketing and/or advertising. Advertiser agrees to maintain a regularly updated suppression list containing current unsubscribe requests in conformance with the CAN-SPAM Act of 2003. Further, we specifically agree to provide you with updated suppression files at a minimum of once per week. You agree to NOT perform an email-marketing program without downloading the suppression located at www.CommissionSoup.com You agree to indemnify, defend and us hold harmless, and our parents, subsidiaries, agents, affiliates, employees, directors and officers, from any and all liability, claim, loss, damage, demand or expense (including reasonable attorneys' fees) asserted by any third party due to, arising from, or in connection with: any breach by you of this Agreement including, without limitation, any representation or warranty contained herein; any fraudulent conduct committed by you; and/or any intellectual property claims associated with any and all copy and images supplied by you and your usage thereof.
6. Additional Guidelines for Approved Opt-In Email Lists
Prior to starting any type of e-mail, e-newsletter, etc. campaign, you MUST e-mail us at customerservice@Commissionsoup.com with the dates of the drop and include the number being sent and type of campaign with an attachment of what is being sent (approved text only).
SPAMMING (which is any form of mass communication that creates complaints from the user receiving the communication) IS NOT ALLOWED. If you spam, your link to the program will be immediately disabled. As such, any e-mails, e-newsletters, etc., MUST be "permission" or "opt-in" based e-mail addresses and include a way to unsubscribe. To prevent your account from being disabled for "SPAM" follow the guidelines "a" to "h" below.
a) The e-mail addresses of new subscribers shall be confirmed or verified before mailings commence. This is usually accomplished by means of an e-mail message sent to the subscriber to which she/he must reply, or containing a URL which she/he must visit, in order to complete the subscription. However you choose to implement it, a fundamental requirement is that you verify each list of all new subscriptions;
b) Mailing list administrators shall provide a simple method for subscribers to terminate their subscriptions, and administrators shall provide clear and effective instructions for unsubscribing from a mailing list. Mailings from a list must cease promptly once a subscription is terminated;
c) Mailing list administrators shall make an "out of band" procedure (e.g., an e-mail address to which messages may be sent for further contact via e-mail or telephone) available for those who wish to terminate their mailing list subscriptions but are unable or unwilling to follow standard automated procedures;
d) Mailing list administrators shall ensure that the impact of their mailings on the networks and hosts of others is minimized by proper list management procedures such as pruning of invalid or undeliverable addresses, or taking steps to ensure that mailings do not overwhelm less robust hosts or networks;
e) Mailing list administrators shall take adequate steps to ensure that their lists are not used for abusive purposes. For example, administrators can maintain a "suppression list" of e-mail addresses from which all subscription requests are rejected. Addresses would be added to the suppression list upon request by the parties entitled to use the addresses at issue. The purpose of the suppression list would be to prevent subscription of addresses appearing on the suppression list by unauthorized third parties. Such suppression lists should also give properly authorized domain administrators the option to suppress all mailings to the domains for which they are responsible;
f) Mailing list administrators shall make adequate disclosures about how subscriber addresses will be used, including whether or not addresses are subject to sale or trade with other parties. Once a mailing list is traded or sold, it may no longer be an opt-in mailing list; therefore, those who are acquiring "opt-in" lists from others must examine the terms and conditions under which the addresses were originally compiled and determine that all recipients have in fact opted-in specifically to the mailing lists to which they are being traded or sold;
g) Mailing list administrators should make adequate disclosures about the nature of their mailing lists, including the subject matter of the lists and anticipated frequency of messages. A substantive change in either the subject matter or frequency of messages may constitute a new and separate mailing list requiring a separate subscription. List administrators should create a new mailing list when there is a substantive change in either the subject matter or frequency of messages. A notification about the new mailing list may be appropriate on the existing mailing list, but existing subscribers should never be subscribed automatically to the new list. For example, if Company A acquires Company B, and Company B has compiled opt-in mailing lists, Company A should not summarily incorporate Company B's mailing lists into its own.; and,
h) Solicitations should be sent to US residents only; all others should be screened out prior to the e-mail drop unless prior approval has been given by CommissionSoup.
7. Site Type and Content.
CommissionSoup in its sole discretion reserves the right not to accept any sites that have any controversial or unacceptable content or design including, but not limited to, international marketing sites, poorly designed, poor quality sites, adult sites that promote pornography or sexual material of a lewd or obscene nature or intent. Should CommissionSoup determine in its sole discretion that you are in violation of this Section, CommissionSoup shall have the right to immediately terminate this Agreement with cause and hold all monies due you. Such termination or waiver thereof shall in no way constitute a waiver of any other Section of this Agreement.
CommissionSoup does not accept sites that do not allow the individual or company listed on the registration complete control to add, change or remove any graphics from the site listed on their account.
8. Site Responsibility.
You will be solely responsible for developing, operating and maintaining your site as well as for all materials that appear on your site. Further, you agree to 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. In addition, you agree that you have no rights, title or interest in or to the Graphics whether created and/or modified by you or us. You also agree not to apply for registration of any of the Graphics (or any Graphics similar there to) anywhere around the world. As part of your site responsibility, you agree that you will not engage, participate or become involved in any action that could be construed as tarnishing and/or damaging to the reputation of any CommissionSoup Graphics. Further, you agree that your web site information, including, but not limited to name, URL, traffic counts, etc., may be used by CommissionSoup.
You shall not in any way publish or distribute any written material that refers to us without first submitting such material to us for written approval, which we agree shall not be unreasonably withheld. Further, you agree to give us a non-exclusive license to use your names, URLs, titles, logos, etc. to advertise, market, promote and publicize in any manner our rights hereunder; provided, however, that we shall not be required to do so.
A visitor who clicks on our Graphics, enters and submits information through this Program shall be deemed to be a customer of CommissionSoup. As such, each customer shall abide by all CommissionSoup rules, policies and procedures, including any and all changes to our rules, policies and procedures at any time.
11. Idle Accounts.
Should your account remain idle for three (3) consecutive Pay Periods, CommissionSoup may close your account.
12. Term of Agreement.
This Agreement will begin upon your joining our Program and subsequently receive your username and password for your affiliate account and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause. Upon termination of this Agreement by either party, you shall immediately cease your use of all Graphics and halt offering access to CommissionSoup.
CommissionSoup reserves the right to modify any and all of the terms and conditions of this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, but are not limited to, changes in the scope of referral fees, e-mail collectors, fee schedules, payment procedures and/or Program rules.
Any Amendment to this Agreement will constitute a binding acceptance by you of such changes and/or modifications if, after the third full day it is posted, you then continue to participate in the Network.
14. Relationship of Parties.
It is understood and agreed that both parties to the agreement are independent contractors pursuant hereto, and nothing contained herein shall be construed or deemed to make us partners or joint venturers, nor shall either of us or any of our agents or employees be construed or deemed to be an employee of the other. You 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 shall not be held liable for indirect, special or consequential damages including, but not limited to, any loss of revenue, profits or data arising from operation or performance of this Agreement or the Program, regardless of whether we were informed or had direct or imputed knowledge of the possibility of such damages or loss in advance. Further, our aggregate liability (including attorney's fees) arising with the operation or performance of this Agreement or the Program shall not exceed the total monies due and/or payable to you under to this Agreement.
16. Disclaimers, Representations and Warranties.
You represent and warrant to us that the information you supplied to us when enrolling is true and correct, that you are duly organized, validly existing and in good standing, that you are duly qualified and licensed to do business and to carry out your obligations under this Agreement, and execution, performance and delivery of this Agreement does not violate any existing agreement to which you are a party or by which you are bound.
Further, we make no express or implied warranties or representations with respect to the Program or any of the services provided through the Program including, but not limited to, warranties of fitness, merchantability, non-infringement, 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 our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
You shall indemnify and hold us and our directors, officers, employees, shareholders, agents, sub-contractors, representatives and affiliated companies (referred to as "Covered Party") harmless from and against any and all claims, actions, suits, damages, injuries, losses, deficiencies, liabilities, obligations, commitments, causes of action, costs or expenses of any kind or nature (including reasonable legal fees and other expenses incurred in investigating and defending against the same, and interest) incurred by such Covered Party which are the result of any breach of representations, warranties, covenants, agreements and obligations of you hereunder and any gross negligence or willful misconduct of you or your partners, officers, employees, agents, subsidiaries, parents and affiliates in connection with the provision of services pursuant hereto.
Furthermore, you shall notify us of any legal claim, demand, right or cause of action asserted, instituted or threatened against us that arises from or in connection with this Agreement, whether or not you are obligated to indemnify us for such claim hereunder. The terms of this provision shall survive the termination of this Agreement.
18. Review and Acceptance.
You acknowledge that you have read this Agreement and agree to all of its terms and conditions. You also understand and agree that we may operate multiple web sites that may or may not be similar to or compete with this Program and that we may solicit customer referrals that may be different than the terms and conditions contained in this Agreement. Further, you agree that you are relying solely on this Agreement in making your decision to enroll and that you are not relying on any representation, guarantee or statement other than as stated in this Agreement.
19. Arbitration, Venue and Choice of Law.
Any controversies, disputes, actions, causes of action, or other claims arising out of or in connection with the provisions of this Agreement which cannot be settled by mutual agreement shall be finally settled by arbitration in the State of South Dakota in accordance with the rules of the American Arbitration Association. The arbitrator may enter a default decision against any party who fails to participate in the arbitration proceedings and the decision of the arbitrator shall be final, unappealable and binding and judgment on the award may be entered in any court having jurisdiction thereof.
This Agreement shall be governed by and construed in accordance with the laws of the State of South Dakota, without giving effect to the principles of conflicts of laws thereof.
20. Assignment/Third Party Rights/Binding.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, permitted assigns and legal representatives, including the purchaser of the stock or assets of either party hereto.
Nothing in this Agreement is intended to confer any rights or remedies on any person or entity, which is not a party to this Agreement.
Neither this Agreement nor any obligation hereunder may be assigned, transferred, or delegated, voluntarily or by operation of law, by either party hereto without the prior written consent of the other party hereto; provided, that no such consent shall be necessary for such an assignment, transfer or delegation by us to any of our wholly-owned subsidiaries.
21. Entire Agreement/Severability/Waivers.
This Agreement constitutes the entire agreement between us as to the subject matter hereof and supersedes all prior or contemporaneous written or oral agreements or representations between the parties.
The invalidity, illegality or un-enforceability of any provision of this Agreement shall not affect the validity, legality or enforceability of any other provisions of this Agreement, all of which shall remain in full force and effect.
No failure or delay by us to exercise and no course of dealing with respect to any of our rights regarding your obligations of this Agreement shall operate as a waiver thereof. Any single or partial exercise by us of any of our rights shall not preclude us from any other or further exercise of any such right or the exercise of any other right. Any single or partial waiver by us of any of your obligations under this Agreement shall constitute a waiver of such obligation only as specified in such waiver and shall not constitute a waiver of any other of your obligations.
Each caption of this Agreement shall be used as a heading only and shall in no way be construed to limit the meaning and/or interpretation of each Section of this Agreement as regards to its function, use and understanding.
The information and services provided through our Graphics and site by CommissionSoup are proprietary in nature and, by enrolling, you acknowledge that you are not a competitor of CommissionSoup and agree not to share this information with any competitors.
You hereby agree that neither you nor your respective shareholders, directors, officers, employees, affiliates, agents, representatives, successor and assigns, without limitation, will circumvent or attempt to circumvent CommissionSoup with respect to entering into any business transaction or communicating or marketing or making any contact with any Distributor or any third party who provides products or services for any of the Programs offered or marketed by CommissionSoup during the period you are an Affiliate and for a period of at least two (2) years from the time you terminate your Affiliation with CommissionSoup.
All rights, title and interest in and to any and all customers shall be owned exclusively by CommissionSoup including, but not limited to, names, addresses, URLs, financial profiles and any and all other information submitted to CommissionSoup. The terms of this provision shall survive the termination of this Agreement.