Invest-O-Matic Affiliate Program Terms & Conditions
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND INVEST-O-MATIC, LLC. BY CLICKING ON THE "I AGREE" BUTTON AT
THE END OF THIS AGREEMENT YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF
THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR COMPLIANCE WITH EACH AND EVERY TERM AND CONDITION.
This Affiliate Program Agreement ("Agreement") contains the complete terms and conditions that apply
to you participating in the Invest-O-Matic Affiliate Program. The purpose of this Agreement is to allow
you to link between a web site owned and controlled by you (the "Affiliate's Web Site") and the
Invest-O-Matic.com web site (the "Invest-O-Matic Site"). This Agreement will become effective upon
Invest-O-Matic's acceptance of your completed Affiliate Program Application (the "Effective Date").
Invest-O-Matic reserves the right to accept or reject your application in Invest-O-Matic's sole discretion.
Defined terms shall have the meaning set forth herein or in Exhibit A below.
1. Linking to the Invest-O-Matic Site
Links from Affiliate's website. You agree that within 30 days of the Effective Date of this Agreement,
you will include links from Affiliate's Web Site to the Invest-O-Matic Site.
Maintenance and Monitoring of Links
You shall not "frame" or “mirror” any part of Invest-O-Matic or the Invest-O-Matic Site
without the prior written authorization of Invest-O-Matic.
Invest-O-Matic has the right to monitor the content on Affiliate's Web Site in a commercially reasonable
manner as Invest-O-Matic believes necessary to monitor use of the link placement and for compliance with
the terms of this Agreement. Invest-O-Matic has the right to notify you of any reasonable changes that
you need to make to comply with the Invest-O-Matic guidelines for the use of the link placement, and to
otherwise comply with the terms of this Agreement, and you agree to promptly make such changes.
You agree that Invest-O-Matic will be allowed to place an identifying tag “affiliate ID” in each link
that will identify the origin of a user that arrives directly at the Invest-O-Matic Site by clicking on the link.
2. Payments of Referral Fees from Invest-O-Matic to You
Invest-O-Matic will pay a Referral Fee for each New Customer who enters the Invest-O-Matic Site
directly from Placements on Affiliate's Web Site or in email newsletters.
Invest-O-Matic will not pay Referral Fees for the registration of any individuals or accounts
who have previously registered with Invest-O-Matic, even if the registration contains a different
email address, credit card number, or other information different from the user's previous registration.
Invest-O-Matic will not pay a Referral Fee for Members who have later re-entered and registered on
the Invest-O-Matic Web Site after previously following a Placement from the Affiliate's Web Site to
the Invest-O-Matic Web Site.
Payment of Referral Fees will be made on a monthly basis and in accordance with the Affiliate
payment schedule. If this Agreement terminates, any Referral Fees due at the time of termination
will be paid at the end of the month following termination.
With each payment, Invest-O-Matic will provide you with reports that will contain all necessary
information as required to calculate the Referral Fees due to you.
3. Compliance with Applicable Laws
You are solely responsible for the accuracy and appropriateness of all materials posted
on Affiliate's Web Site, and for ensuring that your activities, including materials posted
on Affiliate's Web Site and communications with Invest-O-Matic, other Members, New Customers,
and potential customers are not defamatory, in violation of copyright laws or otherwise illegal.
You further agree that your activities, including communications with Invest-O-Matic, other
Members, New Customers and potential customers regarding or relating to Invest-O-Matic in
any way, are in full compliance with all applicable laws in your jurisdiction. You further
agree to abide by Invest-O-Matic's Anti-Spam Policy. You agree to indemnify and hold Invest-O-Matic
harmless for any violations of the foregoing. Invest-O-Matic disclaims all liability for these matters.
4. Press Releases and Other Publicity
You may not create, publish, distribute, or permit any written or electronically transmitted
publicity material (including without limitation, advertisements and press releases) that makes
reference to Invest-O-Matic, or the Invest-O-Matic Site without first submitting the material
to Invest-O-Matic and receiving its consent in writing. You shall not issue any public statement(s)
regarding the relationship with Invest-O-Matic without the prior written approval of Invest-O-Matic.
Notwithstanding the foregoing, Invest-O-Matic may issue an initial press release regarding
the relationship between the parties.
Invest-O-Matic prohibits certain forms of advertising on the Invest-O-Matic Site or using
any Placements or other Invest-O-Matic Marks. Advertising commonly referred to as “spamming”
could damage Invest-O-Matic's goodwill. You shall not undertake any spamming referring to
the Invest-O-Matic Site, or using any Placements or other Invest-O-Matic Marks. You shall
not refer to the Invest-O-Matic Site, or use any Placements or other Invest-O-Matic Marks
in any unsolicited commercial email (UCE), postings to non-commercial newsgroups and
cross-posting to multiple newsgroups at once. In addition, you shall not advertise in any
way that effectively conceals or misrepresents your identity, domain name, or return email address.
Although Invest-O-Matic always requires that its written consent be given for the uses above,
Invest-O-Matic generally approves mailings so long as the recipient is already a customer or
subscriber of your services, and recipients have the option to remove themselves from future
mailings. Invest-O-Matic generally approves newsgroup postings so long as the news group
specifically welcomes commercial messages. In all cases, you must always clearly represent yourself
and the Affiliate's Web Site as independent from Invest-O-Matic.
5. Modification
Invest-O-Matic may modify any of the terms and conditions in this Agreement, at any time in its
sole discretion. Modifications may include, but are not limited to, changes in the scope of Referral
Fees, payment procedures, and Invest-O-Matic's Affiliate Program rules. If any modification is
unacceptable to you, you shall have the right to terminate this Agreement as set forth below. Your
continued participation in Invest-O-Matic's Affiliate Program following the posting of the change
notice or new agreement on the Invest-O-Matic Site will constitute your agreement to the changes.
6. Term and Termination
The term of this Agreement will begin on the Effective Date and will end when terminated
by either party. Either Invest-O-Matic or you may terminate this Agreement at any time, with or
without cause, by giving the other party written notice of termination. Upon the termination of
this Agreement for any reason, all licenses granted hereunder shall immediately terminate and
you will immediately cease use of, and remove from Affiliate's Web Site, all links to the
Invest-O-Matic Site, and all Invest-O-Matic trademarks and logos, other Invest-O-Matic Marks
and all other materials provided in connection with this Agreement.
7. Grant of Licenses
Subject to the terms of this Agreement, you have the nonexclusive, nontransferable and
nonsublicensable right to use and display Invest-O-Matic trademarks and service marks,
only to refer specifically to Invest-O-Matic services and products in connection with the
Placements, and only in the form which Invest-O-Matic provides you for such limited purposes.
Such referential usage must be truthful, fair and not misleading or disparaging. Invest-O-Matic
trademarks, service marks and logos must be used with a minimum spacing surrounding them and
not be incorporated into your own product names, trademarks, service names, logos, company names
or dba's. You shall not adopt marks or logos that are confusingly similar to Invest-O-Matic's
marks or logos.
You grant to Invest-O-Matic a non-exclusive, non-transferable, revocable right to utilize
your name, title, and logo in the advertising, marketing, promoting, and publicizing, in
any manner, related to Invest-O-Matic's rights under this Agreement. Invest-O-Matic is not
under any obligation to so advertise, market, promote, or publicize.
Each party agrees not to use the other's proprietary materials, marks or other intellectual
property in any manner that is disparaging or that otherwise portrays the party in a negative
light. Each party reserves all of its respective rights in the proprietary materials and
intellectual property covered by this license. Other than the license granted in this Agreement,
each party retains all right, title, and interest to its respective rights and no right,
title, or interest is transferred to the other.
8. DISCLAIMER
INVEST-O-MATIC PROVIDES THE INVEST-O-MATIC SITE AND ALL CONTENT, INFORMATION AND SERVICES
AVAILABLE THEREIN, "AS IS" AND MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES
REGARDING INVEST-O-MATIC OR ANY SERVICES OR INFORMATION PROVIDED BY ANY MEMBER OF INVEST-O-MATIC.
ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, INVEST-O-MATIC MAKES NO REPRESENTATION
THAT THE OPERATION OF THE INVEST-O-MATIC SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND
INVEST-O-MATIC WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS, DOWNTIME OR ERRORS.
9. Representations, Warranties and Covenants
You represent and warrant that
- you have full right, power, and authority to enter into and
be bound by the terms and conditions of this Agreement and to perform your obligations under
this Agreement, without the approval or consent of any other party;
- you have sufficient right, title, and interest in and to the rights granted to Invest-O-Matic in this Agreement;
- the material posted on Affiliate's Web Site does not defame any third party or violate or
infringe upon the rights of any third party and all applicable copyright and other laws that
pertain to it;
- you shall not make any representations or warranties regarding the services
provided by Invest-O-Matic; and
- you shall not make or publicize any statements that are
disparaging of Invest-O-Matic or that otherwise portray Invest-O-Matic in a negative light.
10. LIMITATIONS OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, INVEST-O-MATIC WILL
NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT,
NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION,
LOSS OF GOODWILL OR ACTUAL OR ANTICIPATED REVENUE, PROFITS OR LOST BUSINESS), EVEN IF
INVEST-O-MATIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL INVEST-O-MATIC'S
CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED
IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE AND STRICT LIABILITY) OR OTHER
LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL REFERRAL FEES PAYABLE TO YOU UNDER THIS AGREEMENT.
11. Indemnification
You agree to indemnify and hold harmless Invest-O-Matic and its employees, directors,
representatives, agents, and affiliates, against any and all claims, suits, actions, or
other proceedings brought against Invest-O-Matic based on or arising from any claim resulting
from your breach of the warranties and covenants in Section 9. You agree to pay any and all
costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and
costs awarded against or otherwise incurred by the other party in connection with or arising
from any such claim, suit, action, or proceeding.
12. Confidentiality
In connection with the activities contemplated by this Agreement, you may acquire confidential
technical or business information of Invest-O-Matic which is not generally known to the public,
including without limitation (i) proposals, ideas or research related to possible new products
or services; (ii) financial statements and other financial information; (iii) any reporting
information required by the Agreement; and (iv) the terms of this Agreement and the relationship
between the parties (collectively, "Confidential Information"). You agree not to disclose the
Confidential Information or use the Confidential Information for your own benefit or for the
benefit of any third party. Your obligations in this Section shall not apply to any information
that you can document: (i) was in the public domain at or subsequent to the time it was
communicated to you through no fault of yours; (ii) was rightfully in your possession free of
any obligation of confidence owed to Invest-O-Matic at or subsequent to the time it was
communicated to you by Invest-O-Matic; (iii) was in response to a valid order by a court or
other governmental body or was otherwise required by law. Upon the termination or expiration
of this Agreement, you shall return upon Invest-O-Matic's request or otherwise destroy all
Confidential Information of Invest-O-Matic in your possession.
13. Miscellaneous
Entire Agreement. This Agreement constitutes and contains the entire agreement between the
parties with respect to the subject matter hereof and supersedes any prior oral or written agreements.
This Agreement may not be amended except in writing signed by the parties. Each party acknowledges
and agrees that the other has not made any representations, warranties or agreements of any kind,
except as expressly set forth herein. All exhibits attached to this Agreement are incorporated
hereby and shall be treated as if set forth herein.
Relationship of Parties. The parties shall be deemed to be independent parties with
respect to the subject matter of this Agreement, and nothing contained in this Agreement
shall be deemed or construed in any manner as creating any partnership, joint venture,
employment, contractor, agency, fiduciary, or other similar relationship. You shall be
solely responsible for all taxes due on Referral Fees or other payments paid to you under
this Agreement.
Assignment. You may not assign your rights or obligations under this Agreement to any party.
Applicable Law. This Agreement shall be governed by and interpreted in accordance
with the laws of the State of California without regard to the conflicts of laws, rules
and principles thereof.
Severability. If any provision of this Agreement is held to be invalid or unenforceable,
that provision shall be eliminated or limited to the minimum extent necessary such that
the intent of the parties is effectuated, and the remainder of this agreement shall have
full force and effect.
Survival. Sections 6 and 8-13 shall survive termination of this Agreement.
Notices. Any notice required under this Agreement may be given by email, fax or written
letter to the number or address you provide.
14. General Conditions
Invest-O-Matic reserves the right, at its full discretion, to disqualify any individual it
suspects of undermining or manipulating the registration and/or qualifying process, the
operation of the Affiliate Program or to be acting in violation of this agreement. If we
determine, in our sole discretion that the this Affiliate Program is compromised by virus,
bug, robot entries, or other corruption of the administration, security or proper management
of the program, then at our sole discretion, we can cancel this program. In the event of
your non-compliance with any requirement stated herein, Invest-O-Matic may withhold any
payments due to you until resolution of all disputes.
YOU HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND, HAVE HAD THE OPPORTUNITY TO CONSULT
WITH COUNSEL AND ACCEPT THE OBLIGATIONS, WHICH IT IMPOSES UPON YOU WITHOUT RESERVATION. YOU
HAVE ALSO TAKEN INTO ACCOUNT THE LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER PROVISIONS
OF THIS AGREEMENT PRIOR TO ACCEPTING THIS AGREEMENT. NO PROMISES OR REPRESENTATIONS HAVE BEEN
MADE TO YOU TO INDUCE YOU TO SIGN THIS AGREEMENT. YOU AGREE TO THE TERMS OF THIS AGREEMENT
VOLUNTARILY AND FREELY.
Exhibit A - Definitions
As used in this Agreement, the terms set forth below shall have the following meanings:
“Invest-O-Matic Marks” means the trademarks, trade names, service marks
and logos of Invest-O-Matic that may be made available to you hereunder.
“Member” means a user of the Invest-O-Matic Site who has completed
Invest-O-Matic's registration process in order to use the Invest-O-Matic Service.
“Links” means (i) graphical links, text links, logos and other promotions
that are offered by Invest-O-Matic now or in the future that link directly from the
Affiliate's Web Site to the Invest-O-Matic Site and (ii) other email promotions that
are offered by you now or in the future and link directly to the Invest-O-Matic Site.
“New Customer” means a user that registers as a subscriber for the first
time, who is over 18 years old, enters a valid credit card, and purchases at least one
paid service through the Invest-O-Matic Site. A New Customer may not have any other
accounts registered on Invest-O-Matic under a different name, email address, or phone number.
“Referral Fee” means fees paid to you for each New Customer who comes to
the Invest-O-Matic Site by way of a Placement on the Affiliate's Web Site who is not already a Member.
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