Before you can
proceed with registration, please accept the terms and conditions below.
Please Read and Print for Future Reference
If you wish to participate in our Affiliate program, indicate your agreement to
do so by clicking the "I Agree" button below. Additionally, by
accessing and utilizing any of the Unleashed Partners Marketing Tools or
accepting of any reward, bonus or commission whether contained in this
agreement or else where on our web site, you are deemed to have agreed to be
bound by all the terms and conditions set out in this agreement. For purposes
of clarity, the terms "we", "us", “our” refer to Unleashed
Partners Affiliates and "you" and "Member", “you”, “your”
refer to the other party of the contract formed by the acceptance of these
Terms and Conditions. The term "Merchant" is defined as any company
that has contracted Unleashed Partners Affiliates to promote their Site(s) and
or products. The contract provides you with the non-exclusive right to direct
users ("Visitors") from your site or sites to the Merchant's
websites, in return for the payment of commissions and referral bonuses as
specified below.
ENROLLMENT
To enrol please read this Agreement and then submit a complete Unleashed Partners
Affiliates Member Account application to us via our Web site. We will evaluate
your application and notify you whether your application was accepted. Your
application will be rejected if we determine, in our sole discretion, that your
site is unsuitable for any reason, including but not limited to, sites that are
under construction, aimed at children, promote sexually explicit materials,
promote violence, promote discrimination based on race, sex, religion,
nationality, disability, sexual orientation, or age, promote illegal
activities, or violate intellectual property rights.
MEMBER AGREEMENT
During the term of this arrangement (which shall commence when you indicate
your acceptance in the manner specified above, and shall end when either you or
we notify the other, by email, of the termination of this Agreement), you shall
display a banner or banners provided by Unleashed Partners Affiliates on your
site (the "Member site") as a hyperlink to direct Visitors from the
Member Site to the Merchant's Sites, using distinct URLs supplied by Unleashed
Partners Affiliates exclusively for linking (the "Supplied Banners").
The Merchant's banners shall be displayed at least as prominently as any other
sales link on the Member site, and if the Member displays or makes accessible
to Visitors descriptive information regarding any vendors whose banners are
displayed on the Member site, the Member shall, subject to Unleashed Partners
prior written approval of the content thereof, include similar descriptive
information regarding the Merchant's Site(s).
The relationship specified in this Agreement is non-exclusive for both parties;
therefore, the Member shall be entitled to display the banners of, and provide
links to, sites of other companies through the Member site, and Unleashed
Partners Affiliates shall be entitled to make the Merchant's banners available
through online and other services than the Member site.
DELIVERY AND DISPLAY OF BANNERS, COPY AND PROMOTIONAL MATERIAL
As a Member, you will have access through Unleashed Partners site to a variety
of graphic and textual links (each of these links sometimes being referred to
herein as "Links" or, individual, as a "Link".)
Unleashed Partners Affiliates and the Merchant hereby grants to the Member the
non-exclusive, non-transferable, non-assignable (except as provided below)
rights, during the term of this Agreement, to use (which shall include the
right to copy, transmit, distribute, display and perform both privately and
publicly):
Unleashed Partners and the Merchant's banners, name, site name, and other
related textual and graphic material are made available by Unleashed Partners
Affiliates and/or the Merchant to the Member for the express purpose of
inclusion on the Member's site from time to time (collectively, the "Merchant's
Material") and for the specific purposes authorized above. Unleashed
Partners Affiliates and the Merchant authorize the Member to advertise and
promote their respective promotional material. The copywriting of promotions
may not be modified nor misrepresented by the Member.
Unleashed Partners Affiliates and the Merchant also authorizes the Member to
refer, in the Member's advertising and promotions, to the fact that the
Unleashed Partners Affiliates and Merchant's sites are accessible through the
Member site, provided that any such statement:
(a) does not include any trademarks, service marks, design marks, symbols
and/or other indicia of origin of Unleashed Partners Affiliates or the Merchant
other than Unleashed Partners Affiliates or the Merchant's Site(s) name and/or
site names in a non-distinctive typeface (specifically, not the typeface used
in the logo design of any of Unleashed Partners or the Merchant's mark);
(b) does not state, suggest, or imply, by the wording or prominence of such statement
or otherwise, that the Merchant sponsors, authorizes, and/or is the source or
origin of the Member site; and (c) does not disparage Unleashed Partners
Affiliates or the Merchant, its products, services, or members. All use of the
Unleashed Partners Affiliates or Merchant's Materials hereunder shall inure to
the benefit of the Merchant and shall not create any rights, title or interest
in them for the Member. No other use of the Unleashed Partners Affiliates or
Merchant's names, trademarks, service marks, design marks, symbols and/or other
indicia of origin or other designations confusingly similar to any of the
foregoing may be made by the Member for any purpose without the prior written
approval of Unleashed Partners Affiliates or the Merchant.
As between the Merchant and the Member, the Merchant owns, and shall continue
to own exclusively, all right title and interest (including without limitation,
all rights provided under the law of copyright and trademark) in and to the
Merchant's Materials and all names, trademarks, service marks, design marks,
symbols and/or other indicia of origin therein throughout the world and in
perpetuity, subject to the permissions granted in this Agreement.
LINKS TO OUR SITES
You may link to our home page with our
permission, which you can request from affiliates@unleashedpoker.com
or affiliates@unleashedcasino.com
provided you do so in a way that is fair and legal and does not damage our
reputation or take advantage of it, but you must not establish a link in such a
way as to suggest any form of association, approval or endorsement on our part
where none exists. This permission may be revoked by us at any time.
You must not establish a link to our
site from any website that is not owned by you.
Our website (s) must not be framed on
any other website, nor may you create a link to any part of the website other
than the home page. We reserve the right to withdraw linking permission without
notice. The website from which you are linking must comply in all respects with
the standards we establish from time to time.
If you wish to make any use of
materials from our website on your website other than that set out above, please
address your request to affiliates@unleashedpoker.com or affiliates@unleashedcasino.com.
Your website may include hyperlinks to
other web sites or content or resources. We have no control over
any other web sites or resources which are provided by companies or
persons. You acknowledge and agree that we are not responsible for the
availability of any such external sites or resources, and we do not endorse any
advertising, products or other materials on or available from such web sites or
resources. You acknowledge and agree that we shall not be liable for any
loss or damage that may be incurred by you as a result of the availability of those
external sites or resources, or as a result of any reliance placed by you on
the completeness, accuracy or existence of any advertising, products or other
materials on, or available from, such web sites or resources. We encourage you
to be aware of when you leave the Website, and to read the terms and conditions
and privacy policy of any third-party website or service that you visit.
MAINTAINING THE LINKS
You agree to fully cooperate with us in order to establish and maintain the
Links between Your Site and the Unleashed Partners Affiliates Site or the
Merchant's Site(s). The maintenance and updating of Your Site will be your
responsibility. The graphics and/or text associated with the Links to the
Unleashed Partners Affiliates Site or the Merchant's Sites will be updated
periodically and it will be necessary for you to update the content of Your
Site accordingly on a regular basis. Please be aware that we have the right to
monitor Your Site at any time to determine if you are following the terms and
conditions of this Agreement and to notify you of any changes to Your Site that
we feel should be made.
COMMUNICATION TO MEMBERS
By signing up to Unleashed Partners Affiliates you agree to receive a variety
of material from Unleashed Partners Affiliates. If you choose to opt out of our
communications Unleashed Partners Affiliates and its Merchants will not be
responsible for any damages that may occur from members opting out of
communications.
SPAM - WE DO NOT CONDONE SPAM
Any form of Spam will result in your account being closed and all funds due
being withheld. You need to be aware that our Merchants are liable to incur
expenses in dealing with Spam generated mail and these same expenses will be
deducted from your account should our Merchant seek recourse. In this instance
the amount determined by the relative Merchant will be fair and deemed final
and acceptable based on good faith and such amount will be collectable by law
and deemed to have been accepted by you as fair and reasonable and as agreed to
by registration as an affiliate of Unleashed Partners Affiliates. Should these
expenses not be covered by funds in your account we reserve the right to
investigate other alternative means for obtaining payment including recourse to
file a claim against you for unpaid amounts.
GOOD FAITH
You will not knowingly benefit from known or suspected traffic not generated
using accepted Internet marketing practices whether or not it causes Unleashed
Partners Affiliates or the Merchant harm. Should fraudulent activity, knowingly
or otherwise, arise from a person directed to Merchant's site via your link, we
retain the right to retract the commissions paid to you at any time. Our
decision in this regard will be final and no correspondence will be entered
into. We reserve the right to retain all amounts due to you under this
Agreement if we have reasonable cause to believe that such traffic has been
caused with your knowledge.
COMMISSION AND REFERRAL BONUS
You shall be entitled to a commission as outlined in the merchants terms and
conditions. Unleashed Partners Affiliates does not process your payments for
commissions this is the responsibility of the merchant.
MEMBER REWARD PROGRAMS
To participate, you must be an active Member in good standing with Unleashed
Partners Affiliates. Members participating in any reward program agree to be
bound by the decisions of Unleashed Partners Affiliates, which will be final
and binding in all respects. All interpretations of the Rules and decisions by
Unleashed Partners Affiliates are final.
Unleashed Partners Affiliates reserves the right to terminate any and all
Member Rewards programs for any reason, including, but not limited to, if for
any reason the Rewards Program is not capable of running as planned or if the
administration, security, fairness, integrity, or proper conduct of the Rewards
Program is corrupted or adversely affected, including by reason of infection by
computer virus, bugs, tampering, unauthorized intervention, fraud, technical
failures, or any other causes beyond Unleashed Partners control. Unleashed
Partners Affiliates reserves the right to cancel, terminate, modify or withdraw
the Reward Program without prior notice and without liability to the Member.
All taxes, fees, and surcharges, if any, on Rewards are the sole responsibility
of the prize-winner. Acceptance of a prize constitutes permission for Unleashed
Partners Affiliates and its advertising and promotional agencies to use the
recipients name, photograph and/or likeness for advertising and promoting and
publicizing the services of Unleashed Partners Affiliates in any medium without
compensation, unless otherwise prohibited by law.
Members release and hold harmless Unleashed Partners Affiliates and their
Merchants and their respective members, subsidiaries, directors, officers,
agents, employees, and all others associated with the development and execution
of the Reward program from any and all liability with respect to or in any way
arising from the Reward program and the awarding, use or misuse of the prize, including
liability for personal injury or damage to property including any injury or
damage to Member's or any other person's computer.
CONFIDENTIAL INFORMATION
As used herein, "Confidential Information" shall mean all oral or
written information, of whatever kind and in whatever form, relating to past,
present or future products, software, research, development, inventions,
processes, techniques, designs or other technical information and data, and
marketing plans (including such information of third parties that a party
hereto is obligated to hold as confidential), provided that such information
has been reasonably identified as or could be reasonably considered to be
proprietary or confidential, that either party:
(a) may have received prior to the date of this Agreement, whether directly
from the other or indirectly from third parties; or (b) may receive hereunder
from the other.
Each party agrees that, with respect to its receipt of Confidential Information
of the other party, it shall:
(i) use the same care and discretion to prevent disclosure of such Confidential
Information as it uses with similar Confidential Information of its own that it
does not desire to disclose, but in no event with less than a reasonable degree
of care;
(ii) accept such Confidential Information and use such Confidential Information
only for the purposes permitted hereunder; and
(iii) restrict disclosure of Confidential Information solely to those of its
employees and agents who have a need to know and are obligated not to disclose
such Confidential Information to any third parties.
The foregoing restrictions shall not apply to information that:
(a) is or hereafter becomes part of the public domain through no wrongful act,
fault, or negligence on the part of the recipient;
(b) the recipient can reasonably demonstrate is already in its possession and
not subject to an existing agreement of confidentiality;
(c) is received from a third party without restriction and without breach of
this Agreement;
(d) was independently developed by the recipient as evidenced by its records;
and
(e) the recipient is required to disclose pursuant to a valid order of a court
or other governmental body; provided, however, that the recipient shall first
have given notice to the disclosing party and shall give the disclosing party a
reasonable opportunity to interpose an objection or obtain a protective order
requiring that the Confidential Information so disclosed be used only for the
purposes for which the order was issued. The termination of this section 4
shall survive the termination of this Agreement.
LIABILITY
The Member acknowledges that Unleashed Partners Affiliates does not advocate or
endorse the purchase or the use of any services offered by the Merchant through
the Merchant's sites or through its software, nor does it guarantee the
quality, fitness, or results of any such service or compliance with any law or
regulation. The Merchant represents and warrants that:
(a) The Merchant has the right to enter into this Agreement and to grant the rights
and licenses granted herein; and
(b) The Merchant's software, and the reproduction, distribution, transmission,
public performance and public display of the Merchant's Material in connection
with the Member site, do not:
(i) invade the right of privacy or publicity of any third person; or
(ii) contain any libellous, obscene, indecent or otherwise unlawful material.
The Member represents and warrants that:
a. the Member has the right to enter into this Agreement;
b. the Member site does not, and the reproduction, distribution, transmission,
public performance and public display of the Member Materials as permitted
herein, do not:
(i) invade the right of privacy or publicity of any third person,
(ii) contain any libellous, obscene, indecent or otherwise unlawful material,
or
(iii) infringe any patent, copyright or trademark right in any jurisdiction;
and
c. the Member has received no notice of such invasion, violation or
infringement of rights.
TERM AND TERMINATION
The term of this Agreement will begin when you download a banner and link it to
our site or the Merchant's Site(s) and will be continuous unless and until
either party notifies the other in writing that it wishes to terminate the
Agreement, in which case this Agreement may be terminated immediately.
TERMINATION IS AT WILL, FOR ANY REASON, BY EITHER PARTY. For purposes of
notification of termination, delivery via e-mail is considered a written and
immediate form of notification. Upon termination:
> * You must remove the Unleashed Partners Affiliates or
Merchant's banner/s from your site and disable any links from your site to ours
and theirs.
> * All rights and licenses given to you in this Agreement shall
immediately terminate.
> * You will be entitled only to those unpaid referral fees, if
any, earned by you on or prior to the date of termination. You will not be
entitled to referral fees occurring after the date of termination.
> * If you have failed to fulfil your obligations and
responsibilities, we will not pay you the referral fees otherwise owing to you
on termination.
> * We may withhold your final payment for a reasonable time to
ensure that the correct amount is paid.
> * If we continue to permit activity (generation of revenue)
from customers after termination, this will not constitute a continuation or
renewal of this Agreement or a waiver of termination.
> * You will return to us any confidential information, and all
copies of it in your possession, custody and control and will cease all uses of
any trade names, trademarks, service marks, logos and other designations of our
Merchants.
> * You and we will be released from all obligations and
liabilities to each other occurring or arising after the date of such
termination, except with respect to those obligations which by their nature are
designed to survive termination, as set out in this Agreement. Termination will
not relieve you from any liability arising from any breach of this Agreement
which occurred prior to termination.
WE MAY TERMINATE THIS AGREEMENT IF WE DETERMINE (IN OUR SOLE DISCRETION) THAT
YOUR SITE IS UNSUITABLE.
Unleashed Partners Affiliates may from time to time review affiliate’s
participation in the program. Unleashed Partners Affiliates may choose to
cancel an affiliate’s participation in the program, at its absolute discretion,
if it reasonably believes the affiliate to have behaved in such a manner
contrary to the terms or intent of the program.
Unsuitable sites may include those that: are aimed at children, promote
sexually explicit materials, promote violence, promote discrimination based on
race, sex, religion, nationality, disability, sexual orientation, or age,
promote illegal activities, or violate intellectual property rights.
RISK ALLOCATION
Neither party will be liable to the other party (nor to any person claiming
rights derived from the other party's rights) for incidental, indirect,
consequential, special, punitive or exemplary damages of any kind -- including
lost revenue or profits, loss of business, or loss of data -- arising out of
this Agreement (including without limitation as a result of any breach of any
warranty or other term of this Agreement), regardless of whether the party
liable or allegedly liable was advised, had other reason to know, or in fact
knew of the possibility thereof.
ACKNOWLEDGEMENT OF NO WARRANTY
Except as expressly provided herein, neither party warrants that their
respective websites will perform in the manner expected or without
interruption, error, or defect, or that any revenue to either party will result
from the activities contemplated by this Agreement. Except as expressly set
forth in this agreement, neither party makes any warranties of any kind,
express or implied, including warranties of merchantability or fitness for a
particular purpose or warranties against infringement of any intellectual
property rights not specifically enumerated.
ASSIGNMENT
Except as otherwise provided herein, neither Unleashed Partners Affiliates nor
the Member may assign this Agreement or any of its rights or delegate any of
its duties under this Agreement, without the prior written consent of the
other. Any purported assignment or delegation without such required consent
shall be null and void.
GOVERNING LAW
This Agreement, its interpretation, performance or any breach thereof, shall be
construed in accordance with, and all questions with respect thereto shall be
determined by, the internal substantive laws of Canada.
SINGLE ACCOUNT
The Member agrees to operate a single Member site with the Merchant's Site(s).
If Unleashed Partners Affiliates should discover, using information it deems
appropriate in the circumstances, that the Member is operating more than one
Member account, this Agreement shall terminate and the Member will forfeit all
rights to commissions and referral bonuses. Several sites may be registered to
the one account; however, the placement of any site banner on a new site, under
the Unleashed Partners Affiliates Members Program, MUST be reported by the
Member and cleared by the Unleashed Partners Affiliates Support Team
beforehand, and failure to do so may result in the termination of the Member's
account. The Member will also forfeit all rights to commissions and referral
bonuses.
INDEPENDENT CONTRACTORS
Unleashed Partners Affiliates and the Member are independent contractors under
this Agreement, and nothing herein shall be construed to create a partnership,
joint venture, or agency relationship between Unleashed Partners Affiliates and
the Member. Neither party has the authority to enter into Agreements of any
kind on behalf of the other party.
DISCLAIMER
It is the Member's responsibility to declare taxes from their Member's profits,
according to their country's regulations. It is the merchantts responsibility
to pay its members and Unleashed Partners Affiliates will not be held
responsible for the actions of its merchants in regards to the payment of its
members.
Unleashed Partners Affiliates is also not responsible for the way cookies are
tracked on the Merchants site or on the memberrs site. The maintenance of the
cookie/tracking code is the responsibility of the Merchant. Unleashed Partners
Affiliates is strictly a housing software that displays the results of the
tracking for its members.
WAIVER
No waiver of any breach of any provision of this Agreement shall constitute a
waiver of any prior, concurrent or subsequent breach of the same or any other
provisions hereof, and no waiver shall be effective unless made in writing and
signed by an authorized representative of the waiving party.
MODIFICATIONS
Unleashed Partners Affiliates may modify any of the Terms and Conditions set
forth in this Agreement by posting the modified Terms of Use at:
http://www.ohkwaho.com or at another site it chooses, and by notifying the
Member of the modifications via email notice.
Modifications may include, for example, changes in the scope of available
referral fees, fee schedules, payment procedures and referral program rules. IF
ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE
THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR
POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING
ACCEPTANCE OF THE CHANGE.
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