LinkConnector Affiliate Terms and Conditions
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In the event of any inconsistency between the provisions of the Level 2 or Level 3 terms and conditions and the Level 1 terms and conditions,
the terms and conditions set forth in Level 1 (LinkConnector Terms and Conditions) shall control, regardless of the inconsistency.
In the event of any inconsistency between the provisions of the Level 3 terms and conditions and the Level 2 terms and conditions,
the terms and conditions set forth in Level 2 (Merchant Terms and Conditions) shall control, regardless of the inconsistency.
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+ LinkConnector Terms and Conditions
INTRODUCTION: LinkConnector Corporation (“LinkConnector”), of 1001 Winstead Drive, Suite 300, Cary, North Carolina 27513, provides you access to LinkConnector’s Merchant Affiliate Programs subject to your compliance with the terms and conditions below (“Agreement”). Please read this Agreement carefully. By enrolling or participating as an Affiliate, defined herein, with LinkConnector (“LC Affiliate”), you agree to be bound by these terms and conditions and are eligible to receive compensation from a Merchant based on tracked actions of your End Users related to the promotion of a Merchant’s products or services. As of November 1, 2019; and in consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged; Affiliate and LinkConnector agree as follows…
1. DEFINITIONS.
The following terms shall have the meanings set forth below:
“Account Detail” means Affiliate name, Affiliate Sites, Affiliate’s contact information—including, but not limited to any contact name, email address, physical address, tax ID and telephone number.
“Adware” means any software application, residing on an End User’s machine, with their permission, which is used by LC Affiliate in conjunction with an Affiliate Program.
“Affiliate” means a person or company that agrees to promote Merchant Services or the Merchant Site in accordance with Merchant Terms and Merchant Campaign Terms in exchange for a Commission.
“Affiliate Event” means an individual action by an End User; such as a Click Event, Lead Event, Sale Event, Revenue Event, or Go Event; within an approved Campaign that is tracked and recorded in a LinkConnector Transaction Table for which payment has been promised to an LC Affiliate by the Merchant.
“Affiliate Program” means a pay-for-performance program where an Affiliate receives a commission for sending an End User to the Merchant Site which then generates an Affiliate Event.
“Affiliate Promotion” means any link, banner, and other creative used by an Affiliate on any electronic device (e.g., laptop, desktop, mobile phone, etc.) or printed material (e.g., magazine ad, signage, etc.) to promote a merchant’s product or services with the intention of receiving compensation from the merchant through their Affiliate Program.
“Affiliate Site” means the Internet World Wide Web presence operated by or for LC Affiliate, (as modified to comply with the provisions of this Agreement, and future versions, upgrades, successors and replacements thereof).
“Affiliate Transaction” means any Event caused by the action of an End User which is recorded by LinkConnector and written to the LinkConnector Transaction Table.
“Campaign” means a logical grouping of Merchant Links and Events in the LinkConnector network through which Merchants manage their program. By way of example, a Campaign might be called ‘Book Sales’ and include Merchant Links which promote only books and Events which record only sales for books.
“Click Event” is an Affiliate Event that allows the Merchant to credit LC Affiliates for incoming clicks originating from an Affiliate Promotion to the Merchant Site. The minimum commission payable to Affiliates for a Click Event is typically $0.02 per click.
“Commission” is the amount payable to Affiliates for Affiliate Events. The Merchant, generally in the form of either a percentage of the sale amount or a flat fee, determines commission amounts.
“Cookie Duration” is an Event property representing the period in which an End User can return to Merchant Site and an LC Affiliate might still receive a Commission.
“Data Protection Regulation” means any applicable data protection, privacy or similar laws that apply to data processed in connection with this Agreement, including for EU citizens any regulations implementing the Data Protection Directive 95/46/EC or GDPR (as applicable) or Privacy and Electronic Communications Directive 2002/58/EC and for US citizens, FTC Guidance, US state and federal legislation relating to data privacy and security.
“End User” means an Internet user who clicks to the Merchant Site using a Merchant Link.
“End User Data” means all information and data of an End User collected by LC Affiliate, including, but not limited to, name, address, telephone number and email address.
“Event” is an Affiliate Event.
“Event State” is an Affiliate Event designated as a Valid Event, Pending Event, or Invalid Event.
“Go Event” is an Affiliate Event that allows the Merchant to credit LC Affiliates for outgoing clicks from the Merchant Site. The minimum commission payable to LC Affiliates for a Go Event is typically $0.02 per event.
“Intellectual Property” means all industrial and intellectual property rights existing from time to time including any patents, design rights, registered designs, trademarks, service marks, copyrights, moral rights, trade secrets, know-how, and all applications and registrations therefore, and all goodwill associated therewith.
“Invalid Event” is an Affiliate Event that has been disapproved by Merchant or LinkConnector for payment to LC Affiliate.
“Lead Event” is an Affiliate Event that allows the Merchant to credit LC Affiliates for End User Data obtained when an End User performs a specified action such as filling out a form, registering for a service, or downloading a file from the Merchant’s Site. The minimum commission payable to LC Affiliates for a Lead Event is typically $1.00 per lead.
“LinkConnector Affiliate Manager” is the web-based interface that can be accessed with one username and password which LC Affiliate uses to manage its Merchant Affiliate Program(s). The LinkConnector Affiliate Manager is accessible on LinkConnector’s login page at Account Login.
“LinkConnector Affiliate Code” is any HTML (Hypertext Markup Language, the authoring language used to create documents on the World Wide Web.), JavaScript, or any other program code and tags provided to the LC Affiliate via the LinkConnector Affiliate Manager or directly by LinkConnector. This code is intended to be either placed as provided into the HTML of approved Affiliate Sites or used in other approved methods of Affiliate Promotion.
“LinkConnector Services” means the various related content, links, products and services provided by LinkConnector on or through the LinkConnector Site.
“LinkConnector Site” means the Internet World Wide Web presence operated by or for LinkConnector, located on the Internet through the http://www.LinkConnector.com URL (as modified to comply with the provisions of this Agreement, and future versions, upgrades, successors and replacements thereof).
“LinkConnector Transaction Table” means a table in LinkConnector’s online database that contains information about End User actions related to Merchant Links, Events, and related Affiliates.
“Marks” means logos, trademarks, trade names, service marks or other identifying emblems, words or designs of LinkConnector or LC Affiliate, as the case may be, to designate and identify itself or the particular products or services its offers.
“Merchant” means a person or company that offers an Affiliate Program through LinkConnector and agrees to pay Affiliates for promoting Merchant Services.
“Merchant Affiliate Program” means all of the Merchant’s past and present Campaigns within the LinkConnector Services.
“Merchant Campaign Terms” are the terms set by the Merchant as conditions for participating in a particular Merchant’s Campaign. At a minimum they include this Agreement in its entirety, the Merchant’s Terms and any Campaign-specific terms reflected in the Merchant Campaign information available to LC Affiliate online through the LinkConnector Affiliate Manager.
“Merchant Link(s)” means an advertisement in the form of a banner, text link, or object (e.g., HTML creative, Flash creative, etc.) used in an Affiliate Promotion. When clicked, the link directs an End User to the Merchant Site.
“Merchant Service(s)” means the product(s) or service(s) offered by the Merchant through the Merchant Site.
“Merchant Site” means the Internet World Wide Web presence operated by or for Merchant, (as modified to comply with the provisions of this Agreement, and future versions, upgrades, successors and replacements thereof).
“Merchant Terms” are the terms set by the Merchant as conditions for participating in their Merchant Affiliate Program. At a minimum they include this Agreement in its entirety and any account-specific terms reflected in the Merchant Campaign information available to LC Affiliate online through the LinkConnector Affiliate Manager.
“Pending Event” is an Affiliate Event that is being considered for approval as a Valid Event or disapproval as an Invalid Event by Merchant or LinkConnector.
“Personal Data” means any information relating to an identified or identifiable natural person (“Data Subject”) who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
“Revenue Event” is an Affiliate Event that allows the Merchant to reward an Affiliate beyond any Commissions paid for individual Merchant Transactions.
“Sale Event” is an Affiliate Event that allows the Merchant to credit LC Affiliates for purchases by an End User of Merchant Services on the Merchant Site. The minimum commission payable to LC Affiliates for a Sale Event is typically $1.00 per sale.
“Server-Side Cookie” is information, stored by LinkConnector, about End User actions related to Affiliate Promotion. This information is stored in a LinkConnector Transaction Table at the time of a click from the End User to the Merchant Site.
“Service Level Guarantee” means the LinkConnector Site will be unavailable to the general public for no more than forty-eight (48) aggregate hours during any thirty (30) day period, excluding routine maintenance which shall occur during the hours of 2 a.m. to 7 a.m. Eastern Time no more than twice per month.
“Service Level Minimums” means industry standard service levels for like services, including, without limitation, standards for supporting online transactions, providing accurate and secure transmission of personal, credit card and other information, prevention of unauthorized access to End User Data, and availability of the Affiliate Site to End Users.
“Spyware or Malware” means any software application, residing on an end user machine, without their permission, which is used by LC Affiliate in conjunction with an Affiliate Program.
“Valid Event” is an Affiliate Event that has been approved by Merchant or LinkConnector for payment to LC Affiliate.
All other initially capitalized terms shall have the meanings assigned to them in this Agreement.
2. LICENSES/OWNERSHIP OF LINKCONNECTOR SITE.
2.1 Rights Granted by LC Affiliate.
(a) License; License Restrictions. LC Affiliate grants to LinkConnector a nonexclusive, nontransferable, royalty-free (without right to sublicense) license to use and display, during the Term of this Agreement, LC Affiliate Marks, solely for the purpose of linking to the Affiliate Site. LinkConnector agrees that LC Affiliate Marks are and will remain the sole property of LC Affiliate and agrees not to contest the ownership of such LC Affiliate Marks, nor misappropriate LC Affiliate Marks for LinkConnector’s own use. Affiliate reserves all rights to control the use of LC Affiliate Marks, and LinkConnector shall not change or modify LC Affiliate Marks in any manner without prior written authorization from LC Affiliate.
(b) Reservation of Rights. Except as expressly granted in this Agreement, LinkConnector shall have no other rights of any kind in LC Affiliate Marks or the Affiliate Site. Under no circumstances will anything in this Agreement be construed as granting, by implication, estoppel or otherwise, a license to any of LC Affiliate’s Intellectual Property or proprietary technology other than the use of LC Affiliate Marks in accordance with the terms of this Agreement. LinkConnector acknowledges that LC Affiliate Marks and the Affiliate Site are the sole property of LC Affiliate, and this Agreement only grants LinkConnector a limited right to link to the Affiliate Site under the terms and conditions of this Agreement. The LC Affiliate Marks may not be used as a feature or design element of any other logo without prior written authorization from LC Affiliate.
2.2 LinkConnector Ownership Rights. All content, writings, graphics, tables, sounds and other materials on the LinkConnector Site, the design, layout and general look and feel of the LinkConnector Site, and all Intellectual Property embodied therein or pertaining thereto, (other than LC Affiliate supplied materials or LC Affiliate Marks on the LinkConnector Site) shall remain the sole and exclusive property of LinkConnector or its licensors. LinkConnector will retain sole control and ownership over the look and feel, content, layout and design of the LinkConnector Site. Nothing under this agreement shall be construed as granting to LC Affiliate any license or right in or to any Intellectual Property of LinkConnector.
3. RIGHTS AND OBLIGATIONS OF THE PARTIES.
3.1 LinkConnector’s Rights and Obligations.
(a) LinkConnector shall meet the Service Level Guarantee.
(b) LinkConnector shall be solely and exclusively responsible for all operation, hosting, and maintenance on the LinkConnector Site.
(c) LinkConnector shall provide automated, real-time tracking; reporting; and analysis of Merchant Links and Events on every Affiliate Transaction recorded for LC Affiliate.
(d) LinkConnector shall provide monthly Commission processing and payment for LC Affiliate on behalf of Merchant.
(e) LinkConnector has the right to not accept individuals, or any multi-level marketing, franchised, reseller, or third-party websites, and reserves the right to not accept Affiliates in certain vertical markets or Affiliates it deems, in its sole discretion, harmful to LinkConnector.
(f) LinkConnector reserves the right, in its sole discretion and without liability, to reject, omit or exclude any Affiliate Site for any reason at any time, with or without notice to LC Affiliate and regardless of whether such Affiliate Site was previously accepted.
(g) LinkConnector or Merchant may change the Event State for Events to Invalid Event in the LC Affiliate Account in circumstances of (i) product returns; (ii) duplicate entry or other clear error; (iii) non-bona fide Event; (iv) LC Affiliate’s failure to comply with Merchant Campaign Terms; and (v) non-receipt of payment from, or refund of payment to, the User by the Merchant for a Sale Event. A Merchant shall not have the right to invalidate Affiliate Transactions because of a Merchant’s determination that Commissions or fees were paid out through other promotional efforts.
(h) LinkConnector has the right to consider assigning an Affiliate Event to any Affiliate not using Adware, before considering such assignment to any Affiliate using Adware.
(i) LinkConnector shall observe any applicable Data Protection Regulations.
(j) LinkConnector shall provide Data Subjects, defined herein, with information about how Personal Data is being processed on the LinkConnector Site.
(k) LinkConnector shall notify LC Affiliate in accordance with section 12.7 without undue delay upon becoming aware of a breach affecting Personal Data. Additionally, LinkConnector shall provide LC Affiliate with sufficient information to allow LC Affiliate to meet any obligations to report or inform Data Subjects of the breach under or in connection with any applicable Data Protection Regulation.
3.2 LC Affiliate’s Rights and Obligations.
(a) LC Affiliate shall be solely and exclusively responsible for all operation, hosting, and maintenance on Affiliate Site(s) and shall meet Service Level Minimums on any Affiliate Site used in a Merchant Affiliate Program.
(b) Except as provided herein, LC Affiliate may not modify LinkConnector Affiliate Code without prior written consent from LinkConnector or the affected Merchant. LC Affiliate may not alter, copy, modify, take, sell, reuse, or divulge any LinkConnector Affiliate Code, except as is necessary to partake in a Merchant Affiliate Program. Requests for changes to LinkConnector Affiliate Code should be sent to in accordance with section 12.7.
(c) If LinkConnector Affiliate Code is not provided by LinkConnector in the form of JavaScript, LC Affiliate is obligated to update Merchant Links to earn Commissions, when notified by LinkConnector that a Merchant Link has changed.
(d) LC Affiliate agrees and represents that all information provided for the purpose of enrolling as an Affiliate will be accurate, complete and current. LC Affiliate is responsible for keeping account information up to date using the Affiliate Manager, including, but not limited to, financial information and contact name, phone number, and email.
(e) In addition to and without limiting LC Affiliate obligations under this Agreement, the LC Affiliate is obligated to abide by any Merchant Terms and Merchant Campaign Terms applicable to any Campaign in which LC Affiliate participates. If any conflict arises amongst this Agreement and the Merchant Terms and/or Merchant Campaign Terms, this Agreement shall prevail. If any conflict arises between the Merchant Terms and the Merchant Campaign Terms, the Merchant Terms shall prevail.
(f) LC Affiliate is obligated to comply with the CAN SPAM Act of 2003 (Public Law 108-187 or any successor legislation) and any other laws or regulations that govern email marketing and communications when promoting any Merchant Affiliate Program.
(g) LC Affiliate may use approved Adware only after receiving written approval from LinkConnector, which LinkConnector may withhold at its sole discretion. LC Affiliate may not use Spyware or Malware.
(h) LC Affiliate agrees not to pursue any Affiliate Program directly with any Merchant for which the LC Affiliate has had a relationship in LinkConnector with a Merchant’s Affiliate Program in the previous six (6) months. LC Affiliate further agrees to contact LinkConnector, in accordance with section 12.7, if contacted directly by any Merchant with the intent to establish any Affiliate Program outside of LinkConnector providing the LC Affiliate has had a relationship with a Merchant’s Affiliate Program in LinkConnector in the previous six (6) months.
(i) LC Affiliate agrees that all communications with Merchants using LinkConnector’s internal e-mail system provided as part of the LinkConnector Services will be solely related to the promotion or execution of the Merchant Affiliate Program.
4. EXCLUSIVITY.
4.1 The LC Affiliate is not barred by this agreement from participating in any other Affiliate Program offered by a LinkConnector competitor or from participating in any in-house Merchant Affiliate Program.
5. PAYMENTS.
5.1 Commissions. LC Affiliate will receive commission (“Commission”) for all Valid Events.
5.2 Payment Terms.
(a) All payments are based on Affiliate Events, designated as a Valid Event, Invalid Event, or Pending Event, which are accounted and audited by LinkConnector. The Event State shall be considered binding on LC Affiliate.
(b) LC Affiliate will be paid on funded Commissions typically within twenty (20) business days after the end of a calendar month. All accounts will be settled in U.S. dollars ($US). No payments will be issued for any amounts less than $100, if issued by check; or for any amounts less than $50, if issued by any other payment method (each collectively known as “Minimum Payment”). Any Commissions earned less than the Minimum Payment will carry over to the next month. If LinkConnector terminates this Agreement in accordance with section 11.2(a) or if LC Affiliate terminates this Agreement in accordance with section 11.2(b) and earned Commissions of less than the Minimum Payment are owed to LC Affiliate, such Commissions shall be forfeited to LinkConnector. If a Minimum Payment has not been earned for over 365 days, Commissions older than 365 days shall be forfeited to LinkConnector. Also, if a Commissions check is not cashed within 120 days, those Commissions shall be forfeited to LinkConnector.
(c) Every Affiliate account based in the United States must have a unique Employer Identification Number (EIN) or Social Security Number, as applicable, associated with the account. If LC Affiliate is based in the United States, payments exceeding six hundred dollars ($600.00) per calendar year will be made to LC Affiliate only after they provide proper tax identification information.
(d) Any bank service fees incurred by LinkConnector due to an error in LC Affiliate account information are LC Affiliate’s responsibility and will be deducted from Commissions due to LC Affiliate.
(e) LinkConnector is hereby released by LC Affiliate for any claim for payment of a Commission until such time as LinkConnector has received payment from the relevant Merchant. LC Affiliate recourse for any earned Commissions not paid to LC Affiliate shall be to make a claim against the relevant Merchant(s), and LinkConnector disclaims any and all liability for such payment.
(f) If LinkConnector discovers that LC Affiliate was overpaid in error for any reason, LinkConnector has the right to recover the overpayment from future Commissions earned by LC Affiliate.
6. REPRESENTATIONS, WARRANTIES AND COVENANTS.
6.1 By LinkConnector. LinkConnector represents, warrants and covenants that (i) it has sufficient rights to grant LC Affiliate the rights and licenses set forth herein; (ii) to the best of its knowledge, the LinkConnector Services and the LinkConnector Site do not and will not violate any applicable law or regulation; (iii) the execution, delivery and performance of this Agreement by it does not conflict with any agreement to which it is a party or by which it may be bound; (iv) it has full legal authority to enter into this Agreement and to carry out the provisions hereof; (v) to the best of its knowledge, the LinkConnector Services and the LinkConnector Site do not infringe in any manner any copyright, patent, trademark, trade secret or other Intellectual Property right of any third party; (vi) to the best of its knowledge, the LinkConnector Services and the LinkConnector Site do not breach any duty toward or rights of any person or entity including, without limitation, rights of publicity or privacy, or has not otherwise resulted in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (vii) the LinkConnector Services and the LinkConnector Site are not false or misleading; (viii) the LinkConnector Services and the LinkConnector Site do not produce, provide or are in any manner related to pornographic products or services (which LinkConnector shall have complete discretion to define); and (ix) the LinkConnector Services and the LinkConnector Site are neither defamatory, libelous, militant, hateful, slanderous or threatening.
6.2 By LC Affiliate. LC Affiliate represents, warrants and covenants that (i) it has sufficient rights to grant LinkConnector the rights and licenses set forth herein; (ii) to the best of its knowledge, the LC Affiliate and the Affiliate Site do not and will not violate any applicable law or regulation; (iii) the execution, delivery and performance of this Agreement by it does not conflict with any agreement to which it is a party or by which it may be bound; (iv) it has full legal authority to enter into this Agreement and to carry out the provisions hereof; (v) to the best of its knowledge, the LC Affiliate and the Affiliate Site do not infringe in any manner any copyright, patent, trademark, trade secret or other Intellectual Property right of any third party; (vi) to the best of its knowledge, the LC Affiliate and the Affiliate Site do not breach any duty toward or rights of any person or entity including, without limitation, rights of publicity or privacy, or has not otherwise resulted in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (vii) the LC Affiliate and the Affiliate Site are not false or misleading; (viii) the LC Affiliate and the Affiliate Site do not produce, provide or are in any manner related to pornographic products or services (which LinkConnector shall have complete discretion to define), or their subsidiaries or foundations funded by such companies whose function is to improve acceptance of such products by the public; (ix) the LC Affiliate and the Affiliate Site are neither defamatory, libelous, militant, hateful, slanderous or threatening (which LinkConnector shall have complete discretion to define); and (x) that LC Affiliate will not engage in pop-up or pop-under advertising using any means involving third party properties and/or services (software) without prior permission from LinkConnector, which LinkConnector may withhold at its sole discretion.
7. DISCLAIMERS; LIMITATION OF LIABILITY.
7.1 Disclaimer of Warranties. EXCEPT AS SET FORTH IN SECTIONS 3 AND 6, LC AFFILIATE’S OBLIGATION TO MEET SERVICE LEVEL MINIMUMS, AND LINKCONNECTOR’S OBLIGATION TO MEET A SERVICE LEVEL GUARANTEE, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE AFFILIATE SITE(S) OR THE LINKCONNECTOR SERVICE INCLUDING, BUT NOT LIMITED TO, A WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY OF MERCHANTABILITY.
7.2 Limitation of Liability. EXCEPT AS PROVIDED IN SECTION 9, IN NO EVENT SHALL EITHER PARTY, OR ITS RESPECTIVE AFFILIATES, SUBSIDIARIES, PARENT COMPANIES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES, BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, POTENTIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF OPPORTUNITY, LOSS OF GOODWILL, LOST PROFITS OR LOST REVENUES) EVEN IF A PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. FORCE MAJEURE.
8.1 A party shall not be considered to be in default in the performance of any obligations under this Agreement when a failure of performance shall be due to an uncontrollable force. The term “uncontrollable force,” as used in this Agreement, shall mean an unanticipated event which is not reasonably within the control of the affected party and which by exercise of reasonable due diligence, such affected party could not reasonably have been expected to avoid, overcome or obtain or cause to be obtained a commercially reasonable substitute therefor. Such causes may include, without limitation, the following: flood, earthquake, tornado, storm, fire, terrorist attack, explosion, public emergency, civil disobedience, labor dispute, labor or material shortage, sabotage, restraint by court order or public authority (whether valid or invalid), and action or non-action by or inability to obtain or keep the necessary authorizations or approvals from any governmental agency or authority; however, no party shall be relieved of its obligations hereunder, if its failure of performance is due to removable or remediable causes which such party fails to remove or remedy using commercially reasonable efforts within a reasonable time period. Either party rendered unable to fulfill any of its obligations under this Agreement by reason of an uncontrollable force shall give prompt notice of such fact to the other, followed by written confirmation of that notice, and shall exercise due diligence to remove such inability with all reasonable dispatch.
9. INDEMNIFICATION.
9.1 By LC Affiliate. LC Affiliate agrees to indemnify, defend and hold harmless LinkConnector and its officers, directors, employees, agents, successors and assigns from and against any and all losses, liabilities, damages, penalties and claims and all related costs and expenses (including reasonable attorneys’ fees) related to claims made by third parties against LinkConnector: (i) alleging that Affiliate Marks or other Intellectual Property infringe the patents, copyrights, trademarks or service marks or other Intellectual Property rights of such third parties; (ii) arising out of or relating to Affiliate Site(s) or the Affiliate Marks; or (iii) due to a breach by LC Affiliate of its warranties, representations, obligations or covenants or otherwise breaches this Agreement.
9.2 By LinkConnector. LinkConnector agrees to indemnify, defend and hold harmless LC Affiliate and its officers, directors, employees, agents, successors and assigns from and against any and all losses, liabilities, damages, penalties and claims and all related costs and expenses (including reasonable attorneys’ fees) related to claims made by third parties against LC Affiliate: (i) alleging that LinkConnector’s Marks or other Intellectual Property infringe the patents, copyrights, trademarks or service marks or other Intellectual Property rights of such third parties; or (iii) due to a breach by LinkConnector of its warranties, representations, obligations or covenants or otherwise breaches this Agreement.
9.3 Procedures. The Indemnified Party shall (i) promptly notify the Indemnifying Party in accordance with section 12.7 of such suit, claim, or proceeding; (ii) give the Indemnifying Party reasonable information, assistance and cooperation required to defend such suit, claim, or proceeding; and (iii) allow the Indemnifying Party to control the defense of any such action and all negotiations for its settlement or compromise. The Indemnified Party may be represented in the defense of any such claim, at the Indemnified Party’s expense, by counsel of the Indemnified Party’s selection. The Indemnifying Party shall have no liability for settlements or costs incurred without its consent. The Indemnifying Party shall not enter into any settlement that imposes liability or restrictions on the Indemnified Party without the Indemnified Party’s prior written consent, such consent not to be unreasonably withheld or delayed.
10. OWNERSHIP OF USER DATA; CONFIDENTIALITY.
10.1 Confidentiality. LinkConnector and LC Affiliate agree that any and all information identified by the other as “Confidential” and/or “Proprietary”, or which, under all of the circumstances, ought reasonably to be treated as Confidential and/or Proprietary, will not be directly or indirectly disclosed to any third person without the express consent of the other party for a period of three (3) years following termination of this Agreement and that neither party will make use of Confidential Information except under the terms of this Agreement. These confidentiality obligations shall not apply to any information which: (i) is or subsequently becomes available to the general public other than through a breach by the receiving party; (ii) is already known to the receiving party before disclosure by the disclosing party; (iii) is developed through the independent efforts of the receiving party; (iv) the receiving party rightfully receives from a third party without restriction as to confidentiality or use; or (v) is requested pursuant to a subpoena; provided, that the party responding to such subpoena gives the other party reasonable notice and opportunity to intervene to quash such subpoena.
10.2 Privacy of Consumer Financial Information. Notwithstanding anything in this Agreement to the contrary, if it is necessary for LC Affiliate to disclose any End User Data to LinkConnector for any reason, LinkConnector agrees that at no time shall LinkConnector use or disclose any such End User Data that LinkConnector may obtain in connection with this Agreement, except as required by law; provided that nothing herein shall require LC Affiliate to disclose End User Data to LinkConnector.
11. TERM OF AGREEMENT AND TERMINATION.
If LC Affiliate is dissatisfied with LinkConnector, any Merchant Affiliate Program, or with any of the terms and conditions contained herein, LC Affiliate’s sole and exclusive remedy is to terminate Affiliate account. LC Affiliate may cancel their account with LinkConnector at any time by sending notice in accordance with section 12.7.
11.1 Term. The term of this Agreement shall begin on the date the LC Affiliate applies for an account and shall continue until terminated by any of the actions enumerated in section 11.2.
11.2 Termination. This Agreement will terminate in the event of any of the following:
(a) Immediately after a material breach, provided that the non-breaching party gives the other notice in accordance with section 12.7 of a material breach by the other of this Agreement and a request for a cure, unless the breach is cured that day.
(b) Immediately once notice of termination by either party is received by the other party in accordance with section 12.7.
11.3 Effect of Termination.
(a) Upon termination of this Agreement, all licenses granted to LC Affiliate and LinkConnector hereunder shall automatically terminate.
11.4 Survival. Sections 5 (to the extent the payment obligations accrue prior to termination), 7, 9, 10, 11.3 and 12 shall survive any expiration or termination of this Agreement.
11.5 Suspension. LinkConnector reserves the right, at its sole discretion to suspend the LC Affiliate if it suspects a material breach of section 3.2. If LinkConnector takes action to suspend, LinkConnector may do so immediately, but LinkConnector is not relieved of its obligation to notify the LC Affiliate per section 11.2(a).
12. GENERAL
12.1 Choice of Law. The Parties agree that this Agreement shall be governed by and interpreted in accordance with the laws of the State of North Carolina (including by not limited to the Uniform Electronic Transactions Act as enacted in North Carolina), without regard to conflict of laws provisions thereof. Furthermore, the parties agree that any dispute (including litigation) that arises between the parties shall have its venue in the state or federal courts of Wake County, North Carolina.
12.2 Assignment. LC Affiliate may not assign all or any portion of this Agreement without the prior written consent of LinkConnector, which consent may be withheld at LinkConnector’s sole discretion.
12.3 Relationship of the Parties. No partnership, joint venture, employment, agency, franchise, or other form of agreement or relationship is implied or intended by this Agreement. The parties shall be independent contractors for all purposes in connection with this Agreement.
12.4 Entire Agreement. The parties agree that this Agreement constitutes the entire agreement between the parties as of the date hereof with respect to the subject matter hereof and supersedes all prior and contemporaneous communications, whether oral or written. The parties agree that this Agreement may be modified or amended from time to time hereafter by LinkConnector as it deems necessary and LC Affiliate agrees (in consideration for LinkConnector agreeing to continue doing business with LC Affiliate) to be bound by such amendments after indicating their agreement through LinkConnector’s Affiliate Manager.
12.5 Press Releases. Neither party shall issue any press release or announcement relating to the relationship contemplated by this Agreement without the prior written consent of the other party.
12.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
12.7 Notices. All notices, requests, consents, and other communications under this Agreement from LC Affiliate shall be in writing and shall be deemed delivered (i) two business days after being sent by registered or certified mail, return receipt requested, postage prepaid or (ii) one business day after being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery. If from LinkConnector to LC Affiliate, immediately upon email to the primary contact email address is deemed an acceptable means of notification. In each case to the intended recipient as set forth below:
If to LC Affiliate by email to the primary contact email address listed in the account summary,
If to LinkConnector, at 1001 Winstead Drive, Suite 300, Cary, North Carolina 27513, Attention: Choots Humphries, or via email using the form available at http://www.linkconnector.com/member/contact.htm or at such other address or addresses as may have been furnished in writing by LinkConnector to the other Party in the manner set forth in this section, with a copy to Richard Stephenson, Stephenson & Stephenson, LLP, 1100 Crescent Green, Suite 220, Cary, NC 27518 regarding any legal communications.
12.8 Section Headings. Section headings are for descriptive purposes only and shall not be used to interpret the meaning of this Agreement.
12.9 Attorneys’ Fees. If either party fails to pay any amounts due under this Agreement or otherwise breaches this Agreement and the non-breaching party retains an attorney to collect such amounts or remedy such breach, then the breaching party shall be obligated to pay any amounts due herein including said non-breaching reasonable attorneys’ fees incurred in collecting such amounts and court costs.
12.10 Non-Waiver. No delay or omission of either party in exercising any right accruing upon any default of the other party shall impair any such right or be construed to be a waiver thereof, and every such right may be exercised at any time during the continuance of such default. A waiver by either of the parties of a breach or a default under any of the terms and conditions of this Agreement by the other party shall not be construed to be a waiver thereof. A waiver by either of the parties of a breach or a default under any of the terms and conditions of this Agreement by the other party shall not be construed to be a waiver of any subsequent breach or default of any other term or condition of this Agreement.
12.11 Tax Status and Obligations. LinkConnector is not obligated to provide LC Affiliate with tax and/or legal advice and nothing communicated by LinkConnector to LC Affiliate shall be construed as such. LC Affiliate is obligated to independently assess and comply with all relevant tax and legal requirements and is responsible for its own sales tax collection and reporting obligations arising from Commissions earned through the Merchant Affiliate Programs. Any Merchant information provided to LC Affiliate, including Merchant address, shall be provided accurately; however, LC Affiliate, not LinkConnector, is responsible for verifying the accuracy of information provided to LinkConnector by a Merchant.
+ Merchant Terms and Conditions
The Merchant has not specified any terms and conditions for this level.
+ Campaign Terms and Conditions
| Email Marketing Allowed: | Yes |
| Email Marketing Restrictions: | 1. If you intend to promote our Program via e-mail campaigns, the following will apply: 1. You must strictly abide by the CAN-SPAM Act of 2003 (the %u201CAct%u201D) (Public Law No. 108- 187) with respect to our Program. 1. E-mail must be sent by you or on your behalf by a reputable delivery provider/mechanism and must not imply that the e-mail is being sent by or on behalf of Sesame. 1. All emails sent in connection with our Program must include appropriate opt-out link and messaging that comply with the Act. 1. All e-mail materials, including their content and any look/feel details, must first be submitted to us for approval prior to being delivered to third parties. We reserve the right to ask you to make corrections or changes to your e-mails prior to delivery. 1. You must include Sesame as a recipient when sending e-mail messages so that we have a record of the delivery and your compliance with our requirements of the e-mail delivery. 1. Our approval of your email does not constitute compliance with the Act and you may not assert any claim against us or any third party (including a regulator) that you are in compliance with the Act based upon our approval. |
| Search Engine Marketing Allowed: | Yes |
| Search Engine Marketing Restrictions: | 1. PAY PER CLICK GUIDELINES. If you are enrolled in our Program and participate in other Pay Per Click (%u201CPPC%u201D) advertising, you must adhere to these PPC guidelines: 1. You may not bid on any of our trademarked terms (which are identified below), including any variations or misspellings thereof for search or content-based campaigns on Google, MSN, Yahoo, Facebook or any other network. 1. You may not use our trademarked terms in sequence with any other keyword (i.e. Sesame Coupons). 1. You may not use our trademarked terms or logos in your ad title, ad copy, display name or as the display url. 1. You may not direct link to our website from any Pay Per Click ad or use redirects that yield the same result. Affiliate links must be directed to an actual page on your website. 1. You may not bid in any manner appearing higher than Sesame for any search term in position 1-5 in any auction style pay-per-click advertising program. 1. If you automate your PPC campaigns, it is your responsibility to exclude our trademarked terms from your program; we strongly suggest you add our trademarked terms as negative keywords. We have a strict, no tolerance policy on PPC trademark bidding. You will forfeit all commissions earned for a minimum of the past 30 days prior to your PPC trademark bidding activities. We also reserve the right to reduce your further commissions to 0%, without notice, if we determine you have engaged in PPC trademark bidding using our trademarked terms. Trademarks and Logos: Sesame, Sesame Care, Sesamecare.com |
| Coupons Allowed: | Yes |
| Naked Coupon Capable: | No |
| Incentive/Rewards Sites Allowed: | Yes |
This campaign is not subject to the 7-day expiration notice requirement. Campaign may end at any given time with notice being provided through the LinkConnector email functionality.
Sesame Affiliate Terms & Conditions
These Sesame Affiliate Terms and Conditions (these %u201CTerms%u201D) constitute a legally binding document covering your rights and obligations for participating in the Sesame Marketing Affiliate Program. Please read these Terms carefully before submitting your application to join our Program. We also encourage you to consult back to these Terms when promoting Sesame as an accepted Program participant.
We reserve the right to modify these Terms at any time and will use reasonable efforts to notify you in the event we make any major changes.
1. DEFINITIONS. As used in these Terms:
1. %u201CSesame%u201D, %u201Cwe%u201D, %u201Cus%u201D, or %u201Cour%u201D refers to Sesame, Inc and our subsidiaries and corporate affiliates.
1. %u201CAffiliate%u201D, %u201Cyou%u201D,or %u201Cyour%u201D refers to the individual or entity agreeing to these Terms. Any entity participating in the Program will be responsible for ensuring that its employees, agents and contractors comply with these Terms.
1. %u201Cour website(s)%u201D refers to sesamecare.com and any associated or predecessor sites we may designate.
1. %u201Cyour website(s)%u201D refers to any websites owned and operated by you where you will Link to our website.
1. %u201CLink(s)%u201D and %u201Clinking%u201D refer to the URL(s) developed by Sesame or our agents and the process of connecting such URL(s) to your website(s) for purposes of promoting Sesame, our websites and/or our products and services.
1. %u201CProgram%u201D refers to the Sesame Marketing Affiliate Program as described in these Terms and any additional details we may publish and make available to you.
1. %u201CProgram Materials%u201D refers to any content developed by or on behalf of Sesame pertaining to the Program, our websites or our products and services that are provided to you in connection with the Program.
1. %u201CProgram Portal%u201D refers to any websites and/or technologies owned or licensed to Sesame to operate the Program. The Program Portal may be used for such purposes as delivery of Sesame marketing collateral, creation and operation of the Links and associated tracking, delivery of campaign insertion orders, calculation and payment of any fees (or discounts, where applicable) available to you as a Program participant; and other reporting functions.
1. ENROLLMENT. After receiving your Program application, we will review the information you submit to us, including your website(s) and any other information submitted through the Program Portal that we deem relevant, and notify you as to whether you have been accepted or rejected for participation in our Program. We typically review and reply to Program applications within 48 hours; however it may take longer for your application to be reviewed. We reserve the right to reject any application in our sole discretion. If you feel we have made an incorrect decision in rejecting your application, you may contact us for reconsideration.
Once you are accepted into the Program as an Affiliate, we may also contact you for further discussion about your Program participation expectations and our current Program benefits.
1. PROGRAM BENEFITS. As a Program participant, you will be eligible to receive certain commissions for the marketing activities you perform on behalf of Sesame. Commission rates and other campaign-specific details will be provided to you via insertion orders on the Program Portal.
1. PARTICIPATION REQUIREMENTS. When participating in our Program, you must follow the Sesame Advertising Policies available at [company website]. These Advertising Policies outline Sesame philosophy and certain content and activities that you must avoid when promoting Sesame, our websites and our products and services.
Your participation in the Program, including your website(s) and any technologies you employ in connection with your use of the Links and Program Portal, is subject to the following additional restrictions:
1. Your websites and technologies may NOT contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information.
1. Your websites and technologies may NOT contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website. This includes toolbars, browser plug-ins, extensions and add-ons.
1. You may NOT in any way copy, resemble, or mirror the look and feel of our website or the Program Materials without our prior written approval.
1. You may NOT use any means to create the impression that your website is our website or any part of our website including, without limitation, framing of our website in any manner.
1. Your websites and related content may NOT infringe on our or anyone else%u2019s intellectual property, publicity, privacy or other rights.
1. Your websites, technologies and practices may NOT otherwise violate applicable federal or state laws, rules or regulations.
You have sole responsibility for the development, operation, and maintenance of your website and technologies you use to participate in the Program, including all content on or linked to your website. In addition to the Participation requirements listed in this Section 4, you must follow the other guidelines and adhere to any restrictions listed in the sections that follow.
1. USE OF LINKS & PROGRAM PORTAL. Your use of the Program Portal, Link(s) and Program Materials is subject to the following requirements and restrictions:
1. You will use the Links and Program Materials without manipulation of any kind.
1. All domains where you post or use our Links and the Program Materials must be listed in your profile on the Program Portal. In the event you change your URL(s) or wish to use another website(s), you must update your Program profile and receive our approval prior to promoting Sesame or posting our Links or Program Materials on those site(s).
1. You must keep all of your contact information, including banking details, up to date in the Program Portal. If you fail to do so, you may not receive your commissions and/or other Program benefits for which you would be eligible.
1. You must agree to and stay in compliance with any end user terms associated with the Program Portal.
1. You may NOT engage in cookie stuffing or include pop-ups, false or misleading links on your website. In addition, wherever possible, you will not attempt to mask the referring url information (i.e. the page from where the click is originating).
1. You may NOT use redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain.
1. If you are found redirecting links to hide or manipulate their original source, your current and past commissions will be voided and your future commission level may be set to 0%. (This does not include using %u201Cout%u201D redirects from the same domain where the affiliate link is placed.)
1. PAY PER CLICK GUIDELINES. If you are enrolled in our Program and participate in other Pay Per Click (%u201CPPC%u201D) advertising, you must adhere to these PPC guidelines:
1. You may not bid on any of our trademarked terms (which are identified below), including any variations or misspellings thereof for search or content-based campaigns on Google, MSN, Yahoo, Facebook or any other network.
1. You may not use our trademarked terms in sequence with any other keyword (i.e. Sesame Coupons).
1. You may not use our trademarked terms or logos in your ad title, ad copy, display name or as the display url.
1. You may not direct link to our website from any Pay Per Click ad or use redirects that yield the same result. Affiliate links must be directed to an actual page on your website.
1. You may not bid in any manner appearing higher than Sesame for any search term in position 1-5 in any auction style pay-per-click advertising program.
1. If you automate your PPC campaigns, it is your responsibility to exclude our trademarked terms from your program; we strongly suggest you add our trademarked terms as negative keywords.
We have a strict, no tolerance policy on PPC trademark bidding. You will forfeit all commissions earned for a minimum of the past 30 days prior to your PPC trademark bidding activities. We also reserve the right to reduce your further commissions to 0%, without notice, if we determine you have engaged in PPC trademark bidding using our trademarked terms.
Trademarks and Logos: Sesame, Sesame Care, Sesamecare.com
1. ADDITIONAL RESTRICTIONS.
2. Sub-Affiliate Networks. Promoting Sesame, our websites, products or services through a sub-affiliate network is NOT permitted unless you submit a written request to us and obtain our prior written approval. Any authorized use of sub-affiliate networks may be subject to additional terms.
If you operate or employ a sub-affiliate network without obtaining our prior approval, your Program commissions may be forfeited or reduced, at our discretion, for any sales we may track or identify as a sub-affiliate network activity. We reserve all other rights in respect of any unauthorized use of sub-affiliate networks as set out in Section 11 of these Terms.
1. Use of Domain Names. Use of any of our trademarked terms, or any substantially similar names, as part of the domain or sub-domain for your website is strictly prohibited (for example - your website may not be named www.sesamejobs.com or www.sesameaffiliate.com).
1. Your Advertising Materials. You may not create, publish, distribute, or print any written material that makes reference to our Program or that modifies the Program Materials without first submitting your materials to us and receiving our prior written consent.
1. Email Campaigns. If you intend to promote our Program via e-mail campaigns, the following will apply:
1. You must strictly abide by the CAN-SPAM Act of 2003 (the %u201CAct%u201D) (Public Law No. 108- 187) with respect to our Program.
1. E-mail must be sent by you or on your behalf by a reputable delivery provider/mechanism and must not imply that the e-mail is being sent by or on behalf of Sesame.
1. All emails sent in connection with our Program must include appropriate opt-out link and messaging that comply with the Act.
1. All e-mail materials, including their content and any look/feel details, must first be submitted to us for approval prior to being delivered to third parties. We reserve the right to ask you to make corrections or changes to your e-mails prior to delivery.
1. You must include Sesame as a recipient when sending e-mail messages so that we have a record of the delivery and your compliance with our requirements of the e-mail delivery.
1. Our approval of your email does not constitute compliance with the Act and you may not assert any claim against us or any third party (including a regulator) that you are in compliance with the Act based upon our approval.
1. Promoting Sesame in Social Media. Your promotion of Sesame, our websites and our products and services on Facebook, Twitter, and other social media platforms is permitted so long as you follow these general guidelines:
1. You are allowed to promote offers to your own lists; more specifically, you may use your affiliate Links on your own Facebook, Twitter, etc. pages.
1. You can NOT post your affiliate Links on Sesame%u2019s Facebook, Twitter, Pinterest or other social media pages of our company in an attempt to turn those Links into commissions.
1. You can NOT run Facebook ads using the Sesame trademarked terms or logos in any portion of your ad.
1. You can NOT create any social media account that includes Sesame trademarked terms or logos in the page name, as a descriptor and/or as your username.
1. CONFIDENTIALITY & NON-SOLICITATION. Except as otherwise provided in these Terms or as granted by us with prior written consent, you agree that all information, including, without limitation, these Terms, our business and financial information, our customer and vendor lists, our pricing and sales information, and all other details concerning us or any of our corporate affiliates that are provided to you by us or on our behalf will remain strictly confidential and secret. You may not, and will prevent other parties acting on your behalf from, use any such information for any purpose other than your participation in the Program. Your confidentiality obligations stated in this Section will not apply solely to the extent that any such information is generally known or made available to the public by us prior to your use of such information. You will not use any information obtained from the Program to develop, enhance or operate a service that competes with the Program, or assist another party in doing the same.
You agree to not solicit any employee of Sesame. during your participation in the Program and for a period of one year following your cessation or termination as a Program participant.
1. RELATIONSHIPS. Nothing in these Terms will be deemed to establish a partnership, joint venture, agency, franchise, sales representatives, or employment relationship between you (or any Affiliate Participant) and Sesame or our corporate affiliates. You will have no authority to make or accept any offers or representations on our behalf. If you are currently employed by Sesame or our affiliates, you and your immediate family members are prohibited from joining the Program and from earning associated commissions.
1. COMPLIANCE WITH LAWS.
1. Generally. In addition to your compliance with these Terms, you further agree that you will follow all applicable laws of the countries in which you operate and those countries where you promote Sesame. For example, you will comply with the European Union%u2019s Privacy and Electronic Communications Directive if you are conducting business in or promoting Sesame to end users in one or more of the European Union countries.
1. FTC Disclosures Specifically. You must include a disclosure statement within any and all of your websites, subpages, blog/posts, or social media posts where Links to our Program, the Program Materials or any materials created by you are presented as an endorsement or review or Sesame, and all other locations where it is not or may not be clear to the viewer that the Link is a paid advertisement. Your disclosure statement should adhere to the following:
1. Your disclosures must be clear and concise, stating that Sesame is compensating you for your review or endorsement.
1. Your Disclosures must be made at the beginning of the claims and may not appear solely in a %u201CTerms of Use%u201D, %u201CLegal%u201D, %u201CAbout Us%u201D or another linked page.
1. Your Disclosures should be placed above the fold and visible before any jump; scrolling should not be necessary to find you disclosure.
1. Pop-up, hover state and button disclosures are prohibited.
1. Your disclosures should be made in the same medium (e.g. video, text) as your endorsement or review claim.
These disclosure requirements apply to all social media, even when space is restricted (e.g. tweets). For more information about FTC disclosure requirements, please review the FTC's "Dot Com Disclosures" Guidelines at http://www.ftc.gov/os/2013/03/130312dotcomdisclosures.pdf
1. Sesame RESERVED RIGHTS. We reserve the right, in our sole discretion, to set your future commission rates to 0%, suspend your Program accounts, rescind commissions accrued or previously paid to you, and/or remove you from the Program in the event of any fraudulent or misleading activity associated with your use of the Links or Program Materials, or any other Program violations committed by you or any party acting on your behalf, any party under your reasonable control or any party that obtains access to the Program, Links or our marketing materials through you (collectively %u201CAffiliate Participants%u201D).
Additionally, if we ask you for clarification or more information on any clicks, end user activity or content created by you that we suspect may be in violation of these Terms (including our policies referenced herein), we expect that you will respond in a timely and honest manner. We reserve all suspension, revocation and termination rights described in this Section 11 in the event that:
1. you are not forthcoming, intentionally vague or are found to be lying;
1. you are not responsive within a reasonable time period and after multiple attempts by us to contact you using the contact information listed in your Program Portal profile; or
1. we have determined or suspect fraudulent activity related to your participation in the Program and request further information from you, and you cannot substantiate or validate the source of your traffic to our Program with clear and demonstrable proof.
1. INDEMNIFICATION. You hereby agree to indemnify, defend and hold harmless Sesame and our subsidiaries, corporate affiliates, partners, licensors, directors, officers, employees, and service providers (the %u201CSesame Participants%u201D) against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on (i) any failure or breach of these Terms (including all representations, warranties, covenants, restrictions and obligations herein) by you or any Affiliate Participant; (ii) you or any Affiliate Participant%u2019s misuse of the Links, Program Portal, Program Materials, our confidential information, or any other content or intellectual property connected with our Program; (iii) any claim related to your website, including but not limited to, the content contained on such website (excluding claims based upon our Links or the Program Materials); and (iv) your or any Affiliate Participant%u2019s violation of applicable law, rule, regulation or court order.
2.
1. DISCLAIMERS. THE SESAME MARKETING AFFILIATE PROGRAM AND LINKS, INCLUDING OUR PROGRAM MATERIALS, PRODUCTS AND SERVICES, ARE PROVIDED TO YOU "AS IS". EXCEPT AS EXPRESSLY SET FORTH HEREIN, WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. SESAME DOES NOT WARRANT THAT THE PROGRAM, LINKS, PROGRAM MATERIALS, OR ANY SESAME SERVICES OR PRODUCTS, WILL MEET YOUR SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE PROGRAM, LINKS OR PROGRAM MATERIALS WILL BE COMPLETELY ERROR-FREE OR UNINTERRUPTED. SESAME EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT, OMISSION OR ERROR OF ITS SERVICES PROVIDERS OR OTHER CORPORATE AFFILIATES OR THEIR RESPECTIVE PRODUCTS AND SERVICES. SESAME DOES NOT GUARANTEE THAT YOU WILL BE ELIGIBLE FOR OR EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.
1. LIMITATION OF LIABILITY. IN NO EVENT WILL SESAME OR SESAME PARTICIPANTS BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PROGRAM PORTAL OR PROGRAM MATERIALS; ANY TECHNICAL MALFUNCTIONS, COMPUTER ERRORS, CORRUPTION OR LOSS OF INFORMATION; OR FOR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND. IN NO EVENT WILL SESAME OR SESAME PARTICIPANTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY, WRONGFUL DEATH, OR SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT SESAME OR SESAME PARTICIPANTS HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF. SESAME CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY IN CONNECTION WITH THESE TERMS AND THE PROGRAM, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE LESSER OF (I) ONE THOUSAND DOLLARS OR (II) THE COMMISSION AMOUNTS PAID TO YOU BY SESAME DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.