This Affiliate Service Agreement (the "Agreement") is made by and between
DVClass.com ("DVC"), and you, as an Affiliate user of the DVC
service ("You", "Your", "Affiliate").
To be an authorized Affiliate of DVC, You agree to abide by the terms and conditions
contained in this Agreement. Please read this Agreement carefully before registering
and using the DVC Service as an Affiliate. By signing up for DVC, you indicate Your
acceptance of this Agreement and its terms and conditions. If You do not accept
this Agreement, do not use the DVC Service as an Affiliate.
PRIVACY POLICY
DVC 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, contact us
at
[email protected]
The following agreement is summarized as follows:
- You place our merchants banners anywhere on your site as you see fit, or within
non-spam emails.
- We may email you concerning new merchant programs
- We might change the service here and then
- Adult, Hate, or other related sites are not allowed
- You will be paid your commissions on a monthly basis.
- All statistics are collected and calculated by DVC, and will be the only valid stats
used for determining commissions.
- Any page that contains DVC links, banners, or code must be written in English.
- As an affiliate, you can only have 1 account. You can list multiple domains in one
account, but only one account is allowed. Self-referrals for affiliate or merchant
accounts are strictly prohibited.
- International affiliates (those with addresses outside of the 50 U.S. States) are
paid via Direct Deposit where possible.
- Your physical address listed for receiving checks MUST be your actual address. Mail
forwarding services, for the purpose of avoiding network demographics, is NOT allowed.
For example, if you choose USA as your country, you must be in the USA. If you choose
Russia as a country, you must be in Russia.
- You won't hold us liable for anything, a link to a non-DVC Web site does not mean
that DVC endorses or accepts any responsibility for the content or the use of such
Web site.
- You cannot SPAM. You cannot SPAM. You cannot SPAM. We will terminate your account
on the first offense of SPAMMING. Do not send email to lists or groups that
you do not have permission to send to. We cannot stress this enough, we WILL terminate
your account on the first offense.
- You may place banners or links within your newsletters, in content of your website,
or within other web related content.
- Affiliate accounts that are left inactive will be removed from our system if their
balance is equal to or less than $25. If an abandoned affiliate account has a balance
between $25 and $50, a $25 fee will be assesed once per calendar month, until the
balance is equal to zero dollars - and is closed. At no time will an affiliate ever
owe monies to DVC, Inc. based on fees - the account will simply be closed. An abandoned
affiliate account is defined as any account that has not been logged in to for a
period of 6 months, nor have any transactions been posted to that account. If one
or the other of those conditions are true - the account will remain in an active
state.
- NOT ALLOWED: All other uses of banners or links, such as newsgroups, chat
rooms, ICQ, message boards, banner networks, hit farms, counters, or guestbooks
etc. are NOT allowed.
- NOT ALLOWED: Any placement of creative in a "Desktop" advertising
scheme. This includes any and all 3rd party advertising platforms that use a desktop
application to display ads in any form.
- NOT ALLOWED: Any display of a merchant window that isn't the result of a
direct click by the end-user.
- NOT ALLOWED: Use of ACO's or AJ Novick Group's content including website content,
email marketing, press releases, graphics without the written permission of ACO.
- NOT ALLOWED: Any marketing including advertising, press releases,
blogs, which would leave the user to believe that the source of the information
comes from ACO and not the Affiliate.
- NOT ALLOWED: Link Cloaking through redirects, javascript or other methods which obscure the direct link to our website.
- NOT ALLOWED: "No Follow" the link either via rel="nofollow" attribute on the link tag or in a robots meta tag or other means.
- NOT ALLOWED: Any marketing that states or implies approval or acceptance of DVC's
programs by any court, business, or other government entity without DVC's written permission.
- Failure to abide by these rules could mean termination from a given merchant program,
or from DVC completely with a complete forfeit of commissions.
- Fraud is a serious offense, and will be treated as such. Fraud is defined as any
action that intentionally attempts to create sales, leads, or click-throughs using
robots, frames, iframes, scripts, or manually "refreshing" of pages, for
the sole purpose of creating commissions. ANY ATTEMPTED FRAUD OR FRAUD WILL RESULT
IN MEMBERSHIP TERMINATION AND VOIDED COMMISSIONS.
- If you run or utilize an incentive website, you MAY participate in DVC's pay-per-click
and pay-per-lead programs ONLY IF you receive specific written (fax or email are
ok as well) permission from the merchant. You must also copy this specific permission
to us, and that permission must detail exactly what kind of incentive your users
have to click the links. Without this permission, your commissions may be voided.
You are allowed to participate in any pay-per-sale programs without any special
permission.
- You cannot refer yourself as a Merchant with DVC and receive commission.
DEFINITIONS
"Performance Marketing" occurs when e-businesses ("Merchants")
and individual web sites that generate their own traffic ("Affiliates")
partner to drive traffic to the Merchant's Web site and the Merchant pays a reward
or bounty when the Visitor referral results in a sale, lead, click, or other measurable
action.
"Affiliate" means a site that is rewarded for a legitimate sale, lead,
click, or other measurable action by a Visitor, and uses the DVC Service to facilitate
applications, tracking, reporting, and receipt of commission payment.
"Merchant" means a Web site that pays a reward for a legitimate sale,
lead, click, or other measurable action by a Visitor, and uses the DVC Service to
facilitate sign-ups, tracking, reporting, and issuance of commission payment.
"Visitor" means any person, or user that clicks on a Link to a Merchant's
Web site placed on an Affiliate's Web site.
"sale commission" 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 30
days. If a sale occurs after 30 days and the Visitor has not returned through an
authorized Affiliate's site, then no Payout shall occur.
"lead commission" 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 30 days. If an action
occurs after 30 days and the Visitor has not returned through an authorized Affiliate's
site, then no Payout shall occur.
"click commission" 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 sale commission, lead commission, or click commission
established and agreed upon by DVC and the Merchant. The Payout may be expressed
as a set amount or as a percent of sales.
"Commission" means the amount sale commission, lead commission, or click
commission established and agreed upon by DVC and the Merchant. The Commission may
be expressed as a set amount or as a percent of sales.
"Link" means a hyperlink placed on an Affiliate'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, and defined only through the Merchant's program on DVC.
"VOID" means a reversal of a Payout previously earned for a sale, lead,
or click that is later rescinded or corrected by the Merchant. Merchant's may VOID
transactions that are fraudulent, or in the case of returned merchandise, duplicate
transactions, or other valid reasons.
"Your Account" means a separate, specific account within the Service that
is credited with Your Commissions and other earnings.
THE SERVICE
DVC has developed and operates a service (the "Service") which allows
Web sites to run and/or participate in Performance Marketing programs. You wish
to become an Affiliate of DVC and utilize the Service as an Affiliate. As an Affiliate
of DVC you will be establishing arrangements with third party organizations, called
Merchants. All Affiliate relationships established between You, the Affiliate, and
DVC Merchants, will be conducted and managed through the Service.
LINK PLACEMENT
As an Affiliate 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. This information is also available
to You at the DVC 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 DVC. Payments are made automatically on the twentieth (20th)
day of each month when Your account balance reaches $50 or more for the previous
months' transactions. Money credited to Your Account does not accrue interest. In
the event of a VOID by a Merchant, DVC may recover from You the corresponding Commission
previously credited to Your Account. The VOID Commission will be immediately deducted
from Your Account balance. In the event that Your Account balance is less than the
VOID Commission, the VOID Commission will be deducted against Your future earnings.
You will NEVER be asked to send money to DVC
SERVICE AND SUPPORT
DVC will provide support for the Service as indicated on the DVC Web site.
EMAIL CONTACT
DVC 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 DVC related products and services.
CHANGES TO THE SERVICE
DVC 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, DVC will notify You via e-mail,
newsletter or the DVC Web site at least 7 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 of DVC and to use the Service as an Affiliate Partner
you must be at least 18 (eighteen) years of age, and supply a valid tax-id, which
may be your social security number for individuals, or a federal tax-id for corporations
or entities.
THE FOLLOWING TYPES OF SITES ARE NOT ALLOWED TO PARTICIPATE IN DVC: 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. As part of the registration process, You will select a username
and password combination that You use to access Your Affiliate area within the Service.
You shall provide DVC 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
DVC may rely on any data, notice, instruction or request furnished to DVC by You
which is reasonably believed by DVC to be genuine and to have been sent or presented
by a person reasonably believed by DVC to be authorized to act on Your behalf. You
shall notify DVC by e-mail at shareasale@DVC 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 username and password. You shall be responsible
for maintaining the confidentiality of Your username 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 DVC and referral to the appropriate
law enforcement agencies.
ACCEPTED USE
You represent to DVC 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 of the Service any content, or Web site
that includes content, which is libelous, defamatory, obscene, pornographic, abusive,
fraudulent or violates any law. As DVC may not review all information provided by
You, You shall remain solely responsible for Your content and Web site. As an Affiliate,
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, ICQ, 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 click or lead programs are NOT allowed. DVC RESERVES
THE RIGHT TO DEEM ANY SITE INAPPROPRIATE AND TERMINATE THE SITE AS A MEMBER OF DVC.
If You are terminated from the Service, DVC 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 DVC.
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, DVC 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, DVC 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
DVC 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 DVC SERVICE OR
ANY INFORMATION PROVIDED ON THE DVC 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 DVC OR A DVC 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,
DVC'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 DVC, 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 DVC 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.
DVC 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 DVC's negligence or willful misconduct
in performance of the Services or its breach of this Agreement.
NON-DISCLOSURE
DVC acknowledges that in the course of this Agreement it shall have access to confidential
and proprietary information ("Confidential Information") of Your company.
DVC 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 DVC, that becomes available to DVC from third parties without
knowledge by DVC of any breach of fiduciary duty, or that DVC had in its possession
prior to the date of this Agreement. DVC
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. DVC 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 DVC 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.
A Merchant 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 acknowledge 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
DVC makes no representations whatsoever about any other Web site which You may access
through the Service. In addition, a link to a non-DVC Web site does not mean that
DVC endorses or accepts any responsibility for the content or the use of such Web
site.
NONASSIGNABILITY
Affiliate or DVC 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
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
Illinois, 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.
