The operative Parties referred to in this Agreement are as follows: Us, the Operator – We act as the operator of Vivud.com, along with any successor or related site, (hereinafter the “Site” or “Website”), and the associated affiliate marketing program described on MoonTraffic.com (hereinafter the “Program”). The Company permits affiliates to promote the Program, the Site, and any content located thereon under the terms and conditions of this Affiliate Agreement (“Agreement”). Hereinafter, when first-person pronouns are used in this Agreement, (Us, We, Our, Ours, etc.) they are referring to Us and/or the Site. We may also be referred to as “Operator” in this Agreement.
You, the Affiliate – This Agreement will refer to the Affiliate as “You” or through any
second-person pronouns, such as “Yours,” etc. Hereinafter, all Affiliates shall be
referred to as “Affiliate” or by applicable second-person pronouns.
The Parties – Throughout certain provisions of this Agreement, Operator and Affiliate shall be collectively referred to as the “Parties” or as a “Party” when referred to individually within the same provision.
WHEREAS, We have developed the Program and intend to market such Program, the Site, and any content located therein (collectively, “Program Content”), through various online and traditional media, and elsewhere;
WHEREAS, You desire to become a member of the Program; and WHEREAS, by agreeing to the terms of this Agreement, You understand that You are merely requesting acceptance into the Program and that You are not an Affiliate of Ours until You have been accepted into the Program by Us;
NOW, THEREFORE, for good and valuable consideration, and in consideration of the mutual covenants and conditions herein set forth, and with the intent to be legally bound thereby, the Parties hereby agree as follows:
This Agreement is a conditional contract as between You and Us, and We are not bound by its terms until such time as We accept You into the Program. This Agreement and the provisions hereof, shall be in full force and effect commencing on the date You are accepted into the Program by Us and continuing until the Agreement is terminated by either of the Parties in accordance with the termination provisions set forth elsewhere in this Agreement. Your acceptance of this Agreement is effective upon Your registration to become an Affiliate via the link at: http://moontraffic.com/register, or any other location which may allow You to register as an Affiliate. Should You not be accepted into the Program, You will receive notice of same, and this Agreement will be considered void as between You and Us. Defining This Agreement – This Agreement is a legal contract between You (the Affiliate) and Us (the Operator). You should treat it as any other legal contract by reading its provisions carefully, as they will affect Your legal rights. By assenting to this Agreement or by taking advantage of any of the benefits of membership in Our Program should You be accepted, You are affirmatively agreeing to be bound by all of the terms contained in this Agreement. You may not pick and choose which terms apply to You. If You do not agree to be bound by all of the terms in this Agreement, You must cease all activities contemplated by this Agreement, participation in the Program, and forfeit all commissions that may be due.
Electronic Signatures / Assent Required – Nobody is authorized to act as an Affiliate for
this Site unless they have signed this Agreement and have been accepted into the Program
by Us. Such signature does not need to be a physical signature, since electronic
acceptance of this Agreement is permitted by the Electronic Signatures in Global and
National Commerce Act (E-Sign Act) and similar federal and state laws. You manifest Your
agreement to this contractual Agreement by taking any act demonstrating Your assent
thereto. Most likely, You will click a button containing the words “I agree” or some
similar syntax. You should understand that this act has the same legal effect as You
placing Your physical signature on any other legal contract. If You fail to
electronically sign, or otherwise agree to this Agreement, You will not be considered
for acceptance into the Program, and, if already accepted as an Affiliate, You will be
terminated from the Program immediately. Any funds otherwise due will be forfeited, and
You will be required to refund any payments made by Us to You resulting from your
unauthorized participation in the Program. If You fail to remit this refund within
thirty (30) days of Our demand for repayment, We will take legal action against You.
Revisions to This Agreement
From time to time, We may revise this Agreement. We reserve the right to do so, and You
agree that We have this right. You agree that all modifications or changes to this
Agreement are in force and enforceable immediately upon posting. Any updated or edited
version supersedes any prior versions immediately upon posting, and the prior version is
of no continuing legal effect unless the revised version specifically refers to the
prior version and keeps the prior version or portions thereof in effect. To the extent
any amendment of this Agreement is deemed ineffective or invalid by any court or
arbitrator, the parties intend that the prior, effective version of this Agreement be
considered valid and enforceable to the fullest extent.
We agree that if We change anything in this Agreement, We will change the “Last Modified” date at the top of this Agreement. You agree to periodically re-visit this web page to view this Agreement, and to use the “Refresh” button on Your browser when doing so. You agree to note the date of the last revision to this Agreement. If the “Last Modified” date remains unchanged from the last time You reviewed this Agreement, then You may presume that nothing in the Agreement has been changed since the last time You read it. If the “Last Modified” date has changed, then You can be certain that something in the Agreement has been changed, and You should review it carefully before continuing to participate in the Program. Any continued participation in the Program or acceptance of any payments after modification of this Agreement shall constitute your express consent to the new Agreement.
Waiver – if You fail to periodically review this Agreement to determine if any of the terms have changed, You assume all responsibility for such omission and You agree that such failure amounts to Your affirmative waiver of Your right to review the amended terms. We are not responsible for Your neglect of Your own legal rights. Separation of Affiliate and Operator is Complete and Total
The Operator and Affiliate are completely separate entities and neither shall be, nor
represent themselves to be, a partner, franchiser, franchisee, broker, employee,
servant, joint venturer, agent, or representative of the other for any purpose
whatsoever. No Party is granted any right or authority to assume or create any
obligation or responsibility, express or implied, on behalf of, or in the name of,
another Party, or to bind another in any manner or thing whatsoever.
Nothing provided – Acting as an Affiliate does not mean that You are an employee of the Operator. In fact, You are specifically placed on notice that You are not an employee of the Operator. You are, at most, an independent contractor. No tools, no materials, and no support (other than what is specifically described in this Agreement) shall be provided to You. You are responsible for all Internet access, computer equipment, modems, software, and other necessary requisites that You may need in order to function as an Affiliate.
SPECIFIC GRANT OF LICENSE AND AFFILIATE’S CONTENT:
Subject to Your acceptance into the Program, We agree to provide access to, and membership in, the Program to You and to provide You with the right to market, advertise and promote Our Program Content on Your website, web page, blog, forum, or user-controlled area of a third party’s website (hereinafter Your “Affiliate Website(s)”).
We will provide You access to a selection of promotional content including images,
recordings, video, audio, links, computer script, advertising banners, sub-domains and
other promotional materials (hereinafter, “Materials”) that are associated with the
Program and Site, from time to time, and hereby grant You a non-exclusive, restricted,
license to use such Materials solely for the purposes set forth in this Agreement. You
may not use the Materials for the promotion of any other website(s) or for any other
purpose. We reserve the right, within Our sole discretion, to place additional
restrictions on Your use of the Materials at any time during Your participation in the
Program. THIS LICENSE IS REVOCABLE AT WILL. SUCH REVOCATION DOES NOT REQUIRE PRIOR
We reserve all rights to select, alter, delete, add to, or remove any and all Materials used by You to promote Our Program Content. Our Materials may not be used in violation of any term contained in this Agreement.
Your license to use the Materials shall automatically terminate, and all rights shall
automatically revert to Us upon cancellation or termination of Your membership or Your
withdrawal from the Program. You may not copy, reproduce, alter, modify, change,
broadcast, distribute, transmit, disseminate, sell, nor offer for sale in any manner,
the Materials at any time anywhere in the world except as expressly authorized by Us, in
If You are accepted into the Program, We will provide You with the information necessary to operate as an Affiliate.
You may only use the Materials provided by Us to promote Our Program Content – You may
not use any other material, whether created by You or others, to promote Our Program
You shall be solely responsible for all content available on or through Your Affiliate Website(s). You warrant that Your Affiliate Website(s) and the materials thereupon will not infringe upon or contain any content that infringes upon or violates any intellectual property rights, publicity rights, or otherwise violates any applicable law, rule or regulation. We shall have no obligations with respect to the content available on or through any participating website, including but not limited to, any duty to review or monitor any such content. Pursuant to legal protections afforded by statutes such as 47 U.S.C. §230, We are not responsible for materials created by third parties, appearing on Our Site. You agree to indemnify Us for any claims, charges, debts, allegations or law suits arising out of any material appearing on Your Affiliate Website(s). Nothing contained herein shall constitute an admission that U.S. law applies to Us, the Site, or the operation of the Program.
Acceptance into the Program is not automatic. In order to enroll in Our Program, the
first step is to complete the webmaster account registration form through Our Program
website, located here: http://moontraffic.com/register.
After Your registration is complete,
We will evaluate the submitted registration data and notify You of Your acceptance. We
reserve the right to refuse acceptance at any time and for any reason. Any Affiliate not
pre-approved by Us will be terminated without penalty to Us and such Affiliate will not
be entitled to any payments provided by the Program.
We reserve the right to accept or reject Program registration and/or terminate Your participation in the Program for any or no reason, in Our sole and absolute discretion including, but not limited to:
Unlawful content appearing on Your Affiliate Website(s);
Defamatory, obscene, child pornographic, harassing, or otherwise objectionable content (as determined in Our discretion) appearing on Your Affiliate Website(s);
If Your Affiliate Website(s) promotes or facilitates illegal activity, or violates the
rights of others such as copyright, trademark, other intellectual property infringement,
right to privacy, right to publicity, or other similar rights;
If You or Your Affiliate Website(s) encourages password theft or hacking;
If You appear (as determined in Our discretion) to utilize deceptive, unlawful or unfair
promotional tactics or devices;
If You appear to be involved in any form of human trafficking or child exploitation;
If Your Affiliate Website(s) or content found thereon violates Our Acceptable Conduct
Policy, or any other provision in this Agreement; or
If We deem Your Affiliate Website(s), or any of the submitted webmaster registration data to be unsuitable for any reason.
ACCEPTABLE CONDUCT Policy:
You agree to be bound by the following general policies in connection with any Affiliate Website(s) and all content published on the same, with which Our Program Content and/or Materials are associated:
No defamatory, obscene, child pornography, harassing, illegal, or otherwise objectionable
content (as determined in Our discretion) may appear on Your Affiliate Website.
You shall have no content on Your Affiliate Website that promotes or facilitates illegal activity, or violates the rights of others such as copyright, trademark, other intellectual property infringement, right to privacy, right to publicity, or other similar rights.
You shall have no content that is prohibited (“Prohibited Content”). The Site takes no
position as to whether such content is illegal under any given state or federal law, but
imposes the prohibition based on its own business policies. Prohibited Content includes,
but is not limited to: child pornography, incest content, scatological content, death
images, defecation, feces, genital mutilation, underage teen modeling, actual or
simulated rape, sexual violence, menstruation, obscenity, bestiality, threats of
physical harm to persons or property, actual violence inflicted on individuals by
themselves or others, programs containing viruses, pirated software, wire fraud, drug
trafficking, human trafficking, and/or violations of international export control laws.
We reserve the right to update the categories of Prohibited Content and to review and/or
require removal any content created or otherwise posted on Your Affiliate Website,
although We undertake no obligation to monitor or mandate any such action regarding
participating Affiliate Websites and any content located therein.
All persons depicted in any content used to promote the Program must only include consenting adults who are not intoxicated, impaired, hypnotized, mentally handicapped, or otherwise incapable of forming legal consent to be recorded.
Our Affiliates are strictly forbidden to engage in any fraudulent, deceptive or unfair
transactions or trade practices. You agree to voluntarily comply with the United States
Federal Trade Commission (“FTC”) statutes and regulations (regardless of your physical
location), and any related rules, policies, and advisory opinions issued by the FTC. You
further agree to comply with the fair trade practices legislation of any governmental
entity with jurisdiction over You, the Site, or the Program. No commissions will be paid
on transactions that are in violation of these regulations, and may be withheld if such
conduct is suspected.
You shall not promote any of Our Program Content on any website that encourages password trading, distribution, or hacking. You may not engage in promotion through the direct or indirect use of warez content, spamming, listing on newsgroups, search engines, bulk emailing, or hidden frames.
You shall not engage in any activities that may be harmful to the image, goodwill, or
reputation of the Operator, the Site and/or the Program. Whether activities meet this
definition is in Our sole discretion.
You agree not to utilize any techniques to manipulate search engine results that may be false, misleading, infringing, or otherwise manipulative or deceptive in order to drive traffic to Your Affiliate Website.
You are not permitted to utilize any meta-tags, title, hidden text, advertising
campaigns, or other search engine terms that would imply or suggest that underage or
illegal content may be found on Your Affiliate Website.
You shall not attempt to cheat, defraud, or mislead the Operator, in any manner.
Violation of the restricted nonexclusive license provided in this Agreement is
You shall not use Our Materials or images to promote other websites or businesses.
You shall not use any material that contains “Trojan Horses,” malware, viruses, or the
like, which cause or have the potential to cause damage to any computer or programs,
regardless of the intent. You will be solely responsible for any damage caused by the
aforementioned destructive materials, and the use of such materials will result in Your
termination from this Program.
You may not circumvent, nor attempt to circumvent, any age verification device implemented by the Operator which restricts access to the Site, or any screen requiring users to enter their birth date and/or requiring agreement to the Operator’s User Agreement, i.e., “Terms & Conditions.”
Our Site may include youthful models who are all over eighteen (18) years of age. You
shall never attempt to market the Site - or take any action that could be perceived as
such – which promotes underage models, or marketing to users seeking such unlawful
content and/or activities. This prohibition applies regardless of whether all models
subject to the promotion were over 18 when the content was created.
Promotional Restrictions, SPAM & SMS – You may use any reasonable or approved promotional tool desired, with the following exceptions:
You may not use any form of email or text message promotion.
NO DECEPTIVE ADVERTISING. All forms of deceptive or unfair advertising are prohibited. If You are uncertain as to the requirements of any applicable advertising law, You understand that You should obtain legal advice before engaging in any promotion. Information about fair trading practices in the UK can be found here; https://www.gov.uk/government/organisations/office-of-fair-trading, and information about deceptive trade practices in the United States can be found here: www.FTC.gov.
You may not use third party websites to promote Our Program Content if such promotion
would violate the third party website’s own terms of service and/or policies. You are
solely responsible for ensuring that Your promotion does not violate a third party
website’s policies, and You understand that We are not responsible for any violation of
such policies which may be committed by You.
WE HAVE A ZERO-TOLERANCE POLICY FOR PORNOGRAPHIC MATERIAL INVOLVING MINORS AND A ZERO TOLERANCE POLICY REGARDING PEDOPHILES OR ANY PEDOPHILIC ACTIVITY.
You understand that all depictions of all persons on this Site and in all Materials
produced or published by Us are of persons over the age of eighteen (18) as of the date
of the production of the depiction. We take great measures to ensure that no underage
individuals are depicted in any of Our Materials.
If You seek any form of pornographic material involving minors (including so-called “virtual” pornography depicting and/or involving minors), You must exit this Site and cease using Our online services immediately. We do not provide this kind of material and We do not tolerate those who provide this kind of material nor do We tolerate consumers of this kind of material.
In order to further Our zero-tolerance policy, You agree that You will report any images,
real or simulated, that appear to depict minors on Our Site, or in Our Materials. If You
see any images or other depictions that appear to contain underage images or depictions
of child exploitation, You agree to report these images by emailing Us at:
You agree to voluntarily comply with the requirements of 18 U.S.C. § 2257 et seq., and 28 C.F.R. Part 75 et seq., as amended (“Section 2257”) as it relates to any materials used in connection with the Program, or to promote the Program Content. All such content must also be compliant with other applicable federal, state, local, and/or foreign laws. You represent and warrant that Your Affiliate Website(s) and any content provided thereon is compliant with Section 2257 and/or other applicable laws in Your jurisdiction. You acknowledge that it is Your legal obligation to comply with the records keeping and disclosure provisions of Section 2257, and that You must provide the information required by the disclosure provisions for each 2257-triggering depiction appearing on Your Affiliate Website(s), and maintain all required age records, domain names, and other necessary information, indexed in the required manner. You further agree and represent that if You are in a jurisdiction that does not require records under Section 2257 that You will keep any records which may be required under that jurisdiction's applicable laws, while also voluntarily complying with Section 2257, as a condition of participating in the Program.
You also warrant that all materials shall only be transmitted and distributed via Your
Affiliate Website to willing adults.
You shall not “hotlink” to any of Our images, banners and/or graphics unless they have been provided to You for this purpose.
You must provide, within twenty-four (24) hours of enrollment approval and at any time
upon Our request, access to any password-protected area where Our Program Content is
being or have been promoted.
You shall neither solicit nor permit any minor to access the Site, or participate in the Program. We take a strong stance in favor of preventing minors from accessing sexually-oriented materials.
Suspected violation of any portion of the Acceptable Conduct Policy provisions may result
in Your termination from the Program and forfeiture of any past or future commissions or
payments, whether earned or unearned. If, in Our sole discretion, You have violated any
of the Acceptable Conduct Policy provisions, You will forfeit all funds otherwise due,
and We will fully cooperate with law enforcement regarding the investigation of Your
We shall retain the discretion to interpret, modify, terminate and/or enforce any of the general policies for Affiliates.
If You violate any portion of the Acceptable Conduct Policy, You hereby agree that You
are responsible for any monetary damage incurred by Us in handling the violation.
Nothing contained in the Acceptable Conduct Policy, or any part of this Agreement, shall constitute legal or professional advice regarding any matter referenced therein. You are responsible for obtaining Your own legal advice regarding compliance with any and all applicable laws or regulations.
AFFILIATE’S NOTIFICATION DUTY – You agree to immediately notify Us of the following:
Any and all Affiliate Websites where Our Program Content will be promoted. It is Your responsibility to keep Us apprised of any changes to the listed domain name(s) submitted at the time of Your initial webmaster account registration.
Whenever there are inquiries or concerns by any individual regarding any questionable
activities of any kind.
If You receive any inquiries or requests for information regarding the following subjects (irrespective of whether the inquiry or request relates to Your promotion of the Program Content):
Any other criminal investigation inquiry of any kind unless You are clearly prohibited
from doing so by law.
Any other civil investigation inquiry of any kind that pertains to You, even if it does not directly relate to Your participation in the Program.
Any civil or criminal subpoena served upon You, even if it does not directly relate to Your participation in the Program.
You agree to provide Us with the means necessary to monitor Your Affiliate Website(s), as the source of traffic You send to Our Site, although We undertake no obligation to do so. To that end, and solely for that purpose, if Your Affiliate Website(s) has any method of access restrictions in place, You agree to immediately provide Us with valid access credentials to: email@example.com. You agree that We shall not be charged or incur any expense from You by Your providing Us with such access credentials. We undertake no responsibility to approve or review any content, not provided by us, appearing on Your Affiliate Website(s), and You remain solely liable for all content appearing on Your Affiliate Website(s).
You understand and agree that failure to notify Us as required by this Section shall
constitute a breach of this Agreement, and You are responsible for any damage to Us
resulting from the same.
Any and all compensation earned as a result of participation in the Program is calculated based on the amount of Referrals associated with a given Affiliate account.
For the purposes of this Agreement, a Referral is defined as a tracked visitor redirected
to the Site upon having accessed an Affiliate Website. Referral numbers are counted by
Site’s Webmaster Admin system, any third party tracking or tracking devised by Affiliate
are disregarded when calculating Referrals.
The validity of a Referral is conditioned on various criteria, including but not limited to the amount of unique web page views per visitor, visitor traffic bounce rate percentage, and overall traffic quality based on visitor origin.
You understand and agree that determination of validity and the calculated amount of
Referrals is within Our sole discretion.
Referral Fee Rates – You will be compensated in accordance with the current referral fee rates posted here: FAQ. We reserve the right to alter such rates in Our sole discretion, without prior notice and without penalty to Us. Additionally, any changes to Our compensation rates will only be applied to referrals sent to Us after the publication of the change. You agree that You will periodically check the rates found at the above URL, and Your continued participation in the Program manifests Your assent to any changes in the rates.
Referral Fee Payouts
Your eligibility to receive referral fee payouts is conditioned upon successful enrollment in the Program and submission of any and all billing information requested by Us and/or a third party billing entity retained by Us.
Self-Billing Processing – Any and all compensation paid to Affiliates is issued pursuant
to a self-billed invoicing arrangement. Your continued participation in the Program and
assent to this Agreement, represents Your affirmative consent to Our self-billing
practices. Pursuant to customary self-billing procedures, You shall notify Us
immediately of any changes to Your billing information, as failure to do so is a
material breach of this Agreement.
All payouts are currently disbursed on the monthly basis, occurring approximately seven (7) calendar days after the conclusion of the immediately preceding month.
Each payout must be a minimum of $50.00 (fifty dollars). If Your monthly payout does not
reach the mandatory minimum amount, the payout amount balance will carry over to the
next payout period until the minimum amount is met.
All payouts will be issued in U.S. dollars via wire transfer or e-wallet payment.
Your payouts will be debited for cancelled Site user accounts.
You agree that We, in Our sole discretion, may deny or withhold any pending payout(s) and terminate Your membership in the Program due to any suspicious, prohibited, or illegal behavior.
In the event this Agreement is terminated for cause, all rights to compensation will be
forfeited, and You will not receive any further commissions or referral fee payouts.
Third Party Processing Agent – We have the sole right to determine the manner in which payouts will be processed, and the identity of any third-party processor used for billing purposes. We are not responsible for any billing errors, and You agree that You are bound by any such other third-party’s terms and conditions for purposes of any payout, billing, or compensation disputes. Determination of the third-party billing service shall be made at Our convenience and may be unilaterally changed by Us at Our sole convenience and discretion.
Taxes – You understand and agree that the determination and payment of any applicable
local, state, VAT, or federal taxes, as well as the amount of the same, is solely Your
Representations and Warranties:
You, as the operator of Your Affiliate Website(s), warrant and represent that You own or
operate one or more lawful, and otherwise valid website(s), or have lawful access to a
user-controlled area of a third party website that adheres to the Acceptable Conduct
Policy provisions as outlined above.
You warrant that You are the sole owner, or lawful holder, of any and all necessary rights, title, and interest to any content contained on Your Affiliate Website(s), and that Your Affiliate Website(s) is free of claims to the content by third parties.
You represent that You have the requisite power and authority to enter into this
Agreement and perform the obligations set forth herein and that You are an adult at
least eighteen (18) years of age; that performance under this Agreement does not and
will not constitute a breach of any existing contract or obligation undertaken by You;
and that there are no outstanding orders, judgments, decrees, rules or regulations which
would preclude You from entering into this Agreement.
We make no representations or warranties other than those specifically contained herein, and specifically disclaim any implied warranties, including merchantability or fitness for a particular purpose. We make no representations of success or profitability and do not monitor or supervise the Site.
CONFIDENTIALITY AND PRIVACY PROVISIONS:
“Confidential Information” shall mean any confidential technical data, trade secret, user accounts and passwords, intellectual property, know-how or other confidential information disclosed by any party hereunder in writing, orally, or by drawing or other form and which shall be marked by the disclosing Party as “Confidential” or “Proprietary.” If such information is disclosed orally, or through demonstration, in order to be deemed Confidential Information, it must be specifically designated as being of a confidential nature at the time of disclosure and reduced to writing and delivered to the receiving Party within ten (10) days of such disclosure.
Notwithstanding the foregoing, Confidential Information shall not include information
Is known to the receiving Party at the same time of disclosure or becomes known to the receiving Party without breach of this Agreement;
Is or becomes publicly known through no wrongful act of the receiving Party or any
subsidiary of the receiving Party;
Is rightfully received from a third-party without restriction on disclosure;
Is independently developed by the receiving Party or any of its subsidiaries;
Is furnished to any third-party by the disclosing Party without restriction on its disclosure;
Is approved for release upon a prior written consent of the disclosing Party; or
Is disclosed pursuant to judicial order, requirement of a governmental agency or by operation of law.
You agree that You will not disclose any Confidential Information to any third party and
will not use Confidential Information of the disclosing Party for any purpose other than
for the performance of the rights and obligations hereunder during the term of this
Agreement and for a period of five (5) years thereafter, without the prior written
consent of the disclosing Party. You further agree that Confidential Information shall
remain Our sole property and that You will take all reasonable precautions to prevent
any unauthorized disclosure of Confidential Information that We have entrusted to You.
We shall grant no license to You with respect to Confidential Information disclosed
hereunder unless otherwise expressly provided herein.
Upon Our request You will promptly return all Confidential Information furnished or gathered or received in any way and all copies thereof.
The Parties agree that all publicity and public announcements concerning the formation
and existence of this Agreement shall be jointly planned and coordinated by and among
the Parties. You shall never disclose any of the specific terms of this Agreement to any
third party without Our prior written consent. Notwithstanding the foregoing, any Party
may disclose information concerning this Agreement as required by the rules, orders,
regulations, subpoenas or directives of a court, government or governmental agency,
after giving prior notice to the other Party.
If You breach any of Your obligations with respect to confidentiality and unauthorized use of Confidential Information hereunder, We shall be entitled to equitable relief to protect Our interest therein, including but not limited to injunctive relief, as well as money damages notwithstanding anything to the contrary contained herein.
We shall be entitled to make any public statement, press release or other announcement
relating to the Site without any prior written approval from You.
Privacy/Security Warning: Please take note that while We take all reasonable efforts to protect any personal information or private data You provide throughout Your participation in the Program, no website or server is immune from hacking or other breaches of security protocols, resulting in the wrongful public release of such information and data. You therefore acknowledge and agree that We shall not be liable for any release of private information or personal data provided by You, and You hereby release Us from any and all liability and claims associated therewith.
INTELLECTUAL PROPERTY RIGHTS:
The Parties agree that:
Each Party’s trademarks/service marks (hereinafter “marks”) are and shall remain the sole
property of that Party;
Nothing in this Agreement shall convey to either Party any right of ownership in the other Party’s marks;
Neither Party shall now or in the future contest the validity of the other Party’s marks;
Neither Party shall in any manner take any action that would either impair the value or the goodwill associated with such marks;
The Parties acknowledge and agree that all use of the other Party’s marks by a Party
shall inure to the benefit of the Party whose marks are being used.
Each Party hereby grants the other Party, during the term of this Agreement, a non-exclusive, non-transferable license to use that Party’s trade names, trademarks, service names, copyrights, and similar proprietary marks as is reasonably necessary to perform its obligations under this Agreement; provided, however, that any promotional materials containing a Party’s proprietary marks will be subject to that Party’s prior, written approval.
Each Party agrees not to use the other Party’s proprietary marks in a manner that disparages the other Party or its products or services, or portrays the other Party or its products or services in a false, competitively adverse or poor light. Each Party will comply with the other Party’s requests as to the use of the other Party’s proprietary marks and will avoid any action that diminishes the value of such marks. Each Party’s unauthorized use of the other’s proprietary marks is strictly prohibited.
At any time, We may, at Our sole discretion, require a copy of any and all legal documentation showing rightful ownership, or licensed distribution for any item displayed on Your Affiliate Website so as to resolve any copyright or other legal claims that may arise. If You are unable to provide ownership or licensing information to the complaining Party and/or website, then You must remove the objectionable material, or face having the applicable pages taken down by Us.
You specifically acknowledge that any marks held by Us are retained by Us and are not
owned by You, licensed by You, or useable by You except to the extent specifically
outlined in this Agreement.
Domain Name Registration/Ownership
You are not permitted to register any domain name(s) incorporating the following: Our
marks or registered domain names; any terms that are confusingly similar to Our marks or
registered domain names; any terms that are common or likely misspellings or a variation
of Our marks or registered domain names.
In the event that You wish to register a domain name and You are unclear as to whether such domain would be considered to be a violation of this provision, You are invited to contact Us at: firstname.lastname@example.org. Upon receipt of Your request, We will issue a determination to You within thirty (30) days as to whether the subject domain name would be a violation of this Agreement.
In the event that You do not receive a response from Us within thirty (30) days, You
should consider registration of the subject domain name to be a violation of this
Agreement, and immediately cease any registration and/or purchase transaction pertaining
to the same.
If You violate this Section of the Agreement, You agree to immediately transfer ownership of the offending domain to Us upon Our demand, and at Your expense.
If We are required to enlist the assistance of an attorney or other person to collect any
damages or any other amount of money from You, or if We are required to seek the
assistance of an attorney to pursue injunctive relief against You, or if We are required
to file an ICANN complaint against You in order to bring about the ownership transfer of
an offending domain name, then You additionally agree that You will reimburse Us for all
attorneys fees and costs incurred in such proceedings.
Prohibition on Cybersquatting and Typosquatting on Others’ Marks: At no time will You register a domain name that includes any other trademark, trade name, or service mark owned by any other person, corporation, or other entity. You will not register a domain name that contains terminology that is confusingly similar to such trademarks, service marks, or domains. This includes, but is not limited to, terms that may be considered to be “typosquatting.” If You do engage in such conduct, all payments to You will be suspended, all obligations to render such payments to You will become void, and Your information may be turned over to an aggrieved party requesting it.
TERMINATION - The following termination rights are in addition to the termination rights
that may be provided elsewhere in this Agreement:
Mutual Right to Termination upon Notice – Either Party may terminate this Agreement at any time, without cause, upon written notice to the other Party. In the event that We terminate this Agreement for cause, based on Your breach of any terms of this Agreement, You shall not be entitled to receive prior written notice or any further commissions or payments, including commissions earned prior to the date of termination.
Obligations Upon Termination - Upon termination, You shall immediately cease using any marks and Materials referring to or supplied by Us. In the event of termination for cause, You forfeit any and all payments, referral fees, or commissions otherwise due. In the event of termination without cause, it is within Our sole discretion to determine whether or not You will receive payment for the remainder of your contracted term.
DISCLAIMER AND LIMITATIONS:
You expressly agree that Your use of the Program’s services is at Your sole and exclusive
risk. The services are provided on an “as is, with all faults” and “as available” basis.
We expressly disclaim all warranties of any kind, whether express or implied, including,
but not limited to the implied warranties of merchantability, fitness for a particular
purpose, title and non-infringement. We make no warranty that the services will meet
Your requirements, or that the services will be uninterrupted, timely, secure, or error
free; nor do We make any warranty as to the results that may be obtained from the use of
the services or as to the accuracy or reliability of any information obtained through
the services or that defects in any software, hardware or the services will be
corrected. You understand and agree that any use You make of any material and/or data
downloaded or otherwise obtained through the use of the services is at Your own
discretion and risk, and that You will be solely responsible for any damage to Your
computer system or loss of data that results from the download of such material and/or
Privacy/Security Warning: Please take note that while this Site takes reasonable efforts to protect any personal information or private data You provide to the Site, or the Program, no website or server is immune from hacking or other breaches of security protocols, resulting in the wrongful public release of such information and data. You therefore acknowledge and agree that We shall not be liable for any release of private information or personal data provided by any user, and You hereby release Us from any and all liability and claims associated therewith.
In no event shall either Party be liable to the other for any indirect, special, incidental, punitive or consequential damages, including but not limited to, loss of profits, loss of data, loss of business or other loss arising out of or resulting from this Agreement, even if the other Party has been advised of the possibility of such damages. The foregoing shall apply regardless of the negligence or other fault of either Party and regardless of whether such liability sounds in contract, negligence, tort or any other theory of liability. Notwithstanding the aforementioned limitations of liability, You agree that if We are held liable to You for damages, the total amount of damages for any and all claims shall not exceed the total amount of commissions due to You pursuant to Section 7 of this Agreement.
You shall remain solely responsible for the operation of Your Affiliate Website(s), and We shall remain solely responsible for operation of the Program and the Site. Each Party acknowledges that the other’s respective website(s) and related services may be subject to temporary shutdowns due to causes beyond the operating Party’s reasonable control. We are not liable for any damages You may accrue due to a disruption in operation and are not subject to a specified time to cure such disruptions.
DISCLAIMER AND INDEMNIFICATION:
The provision of any services which is in violation of any laws is strictly prohibited.
If We determine that You or any user has provided or intends to utilize Our services in
violation of any law, Your status as an Affiliate will be terminated immediately. We do
hereby disclaim any liability for damages that may arise from any user providing any
services for any purpose that violates any law. You do hereby agree to defend, indemnify
and hold Us harmless from any liability that may arise for Us should You violate any
You agree to defend and indemnify Us should any third-party be harmed by Your illegal actions or should We be obligated to defend any claims including, without limitation, any criminal action brought by any party.
Our Site contains material that may be offensive to third parties. You agree to indemnify
and hold Us harmless from any liability that may arise from someone viewing such
material and You agree to cease review of the Site should You find it offensive.
You agree to defend, indemnify, and hold harmless the Operator, its officers, directors, shareholders, employees, independent contractors, telecommunication providers, attorneys, and agents, from and against any and all claims, actions, loss, liabilities, expenses, costs, or demands, including without limitation legal and accounting fees, for all damages directly, indirectly, and/or consequentially resulting or allegedly resulting from meetings, involvement, communication or other interactions with other affiliates, advertisers, or users of the Site and/or Program, including but not limited to intentional and/or reckless torts, assaults, battery, theft, fraud, deception, cheating, disease, pregnancy, defamation, false imprisonment, sexual battery and/or molestation, lewdness, obscenity, or any other civil or criminal wrong arising from such interaction.
You agree to defend, indemnify, and hold harmless the Operator, its officers, directors,
shareholders, employees, independent contractors, telecommunication providers, and
agents, from and against any and all claims, actions, loss, liabilities, expenses,
costs, or demands, including without limitation legal and accounting fees, for all
damages directly, indirectly, and/or consequentially resulting or allegedly resulting
from Your, or You under another person’s authority including without limitation to
governmental agencies, use, misuse, or inability to use or access the Site or any of the
Materials, Your participation in the Program, or Your breach of this Agreement. We shall
promptly notify You by electronic mail of any such claim or suit, and cooperate fully
(at Your expense) in the defense of such claim or suit. We reserve the right to
participate in the defense of such claim or suit at Our own expense, and choose Our own
legal counsel, but are not obligated to do so.
You understand that We will take drastic measures to protect itself from any legal or civil litigation including, but not limited to, removing an Affiliate Website(s) and any content contained therein, from Our servers for any reason deemed appropriate by Us. You also understand that We will charge, on an hourly basis, for any and all time spent responding to any third-party complaints, disputes, copyright claims or actions involving You or Your Affiliate Website(s). You agree to pay any such amounts without delay.
Neither Party will be held liable for, or will be considered to be in breach of or default under this Agreement on account of any delay or failure to perform as required by this Agreement, or as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence, including but not limited to: acts of God; war, riot, embargoes, acts of civil or military authority, or terrorism; fire, flood, earthquakes, hurricanes, tropical storms or other natural disasters; fiber cuts; strikes, or shortages in transportation, facilities, fuel, energy, labor or materials; failure of the telecommunications or information services infrastructure; hacking, data breach, SPAM, net congestion, or any failure of a computer, server or software. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.
Any notice required to be given under this Agreement may be provided by email to a
functioning email address of the Party to be noticed, or personal delivery by commercial
carrier (e.g.: Federal Express or DHL). Either Party may change the address to which
notice is to be sent by written notice to the other under any provision of this
When Notice is Effective. Notices shall be deemed effective upon delivery. Notices delivered by commercial carrier shall be deemed received on the date shown on the company’s delivery confirmation record. Notices mailed by United States Mail, postage prepaid, registered or certified with return receipt requested, shall be deemed delivered five (5) days after mailing. Notices delivered by any other method shall be deemed given upon actual receipt. Notices by email and facsimile transmission, with confirmation from the transmitting machine that the transmission was completed, are acceptable under this Agreement and shall be deemed delivered one (1) hour after transmission if sent during the recipient's business hours, or at 9:00 a.m. (recipient's time) the next business day. Either Party may, by giving the other Party appropriate written notice, change the designated address, fax number and/or recipient for any notice or courtesy copy, hereunder. Any correctly addressed notice that is refused, unclaimed, or undeliverable, because of an act or omission of the Party to be notified shall be deemed effective as of the first date that said notice was refused or deemed undeliverable by the postal authorities, messenger, facsimile machine, email server, or overnight delivery service.
Governing Law. This Agreement and all matters arising out of, or otherwise relating to, this Agreement shall be governed by the laws of the Republic of Cyprus.
Right to Injunctive Relief. Both Parties acknowledge that remedies at law may be inadequate to provide an aggrieved party with full compensation in the event of the other Party’s breach, and that an aggrieved Party shall therefore be entitled to seek injunctive relief in the event of any such breach, in addition to seeking all other remedies available at law or in equity.
If there is a dispute between the Parties arising out of or otherwise relating to this
Agreement, the Parties shall meet and negotiate in good faith to attempt to resolve the
dispute. If the Parties are unable to resolve the dispute through direct negotiations,
then, except as otherwise provided herein, either Party must submit the issue to binding
arbitration in accordance with the applicable Cypriot Arbitration and Mediation Rules of
Arbitration. Claims subject to arbitration (“Arbitral Claims”) shall include, but are
not limited to, contract and tort claims of all kinds, and all claims based on any
federal, state or local law, statute, or regulation, excepting only claims by Us under
applicable worker’s compensation law, unemployment insurance claims, intellectual
property claims (including but not limited to claims involving copyrights, trademarks,
patents, unfair competition, and/or trade secrets), along with actions (regardless of
the underlying cause of action) seeking injunctions, attachment, garnishment, and other
equitable relief. The arbitration shall be confidential. The arbitration shall be
conducted, by Juris International, or comparable dispute resolution organization
operating in The Republic of Cyprus. The arbitration shall be conducted by a single
arbitrator, knowledgeable in Internet and e-Commerce disputes. The arbitrator shall be
willing to execute an oath of neutrality. .In the event the Parties are unable to
mutually agree upon an arbitrator, the Chairman of the Cyprus Bar Association should be
requested to nominate an arbitrator.
The Arbitrator shall have no authority to award any punitive or exemplary damages; certify a class action; add any parties; vary or ignore the provisions of this Agreement; and shall be bound by governing and applicable law. The arbitrator shall render a written opinion setting forth all material facts and the basis of his or her decision within thirty (30) days of the conclusion of the arbitration proceeding. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO ARBITRAL CLAIMS.
No waiver of right to arbitration. There shall be no waiver of the right to arbitration
unless such waiver is provided affirmatively and in writing by the waiving Party to the
other Party. There shall be no implied waiver of this right to arbitration. No acts,
including the filing of litigation, shall be construed as a waiver or a repudiation of
the right to arbitrate.
No action, regardless of form, arising out of or in conjunction with the subject matter of this Agreement, except for claims involving intellectual property, claims to recover outstanding amounts due to Us and claims for indemnification, may be brought by any Party more than one (1) year after the cause of action arose.
Attorney’s Fees - In the event any Party shall commence any claims, actions, formal legal action, or arbitration to interpret and/or enforce any of the terms and conditions of this Agreement, or relating in any way to this Agreement, including without limitation asserted breaches of representations and warranties, the prevailing Party in any such action or proceeding shall be entitled to recover, in addition to all other available relief, its reasonable attorney’s fees and costs incurred in connection with the same.
Successors and Assignment – The rights and liabilities of the Parties hereto will bind
and inure to the benefit of their respective successors, executors, and administrators,
as the case may be. Affiliate may not assign its rights and obligations under this
Agreement without the express, written consent of the Operator.
Severability – If for any reason a court of competent jurisdiction or an arbitrator finds any provision of this Agreement, or any portion thereof, to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remainder of this Agreement will continue in full force and effect.
No Waiver – No waiver or action made by Us shall be deemed a waiver of any subsequent
default of the same provision of this Agreement. If any term, clause or provision hereof
is held invalid or unenforceable by a court of competent jurisdiction, such invalidity
shall not affect the validity or operation of any other term, clause or provision and
such invalid term, clause or provision shall be deemed to be severed from this
Headings – All headings are solely for the convenience of reference and shall not affect the meaning, construction or effect of this Agreement.
Complete Agreement – Unless other documents are incorporated by reference, this Agreement
constitutes the entire agreement between the Parties with respect to Your access and use
of the Site and the Materials, and Your participation in the Program, and supersede and
replace all prior understandings or agreements, written or oral, regarding such subject
matter. This Agreement shall take precedence over any other documents which may conflict
with this Agreement.
Other Jurisdictions – We make no representation that the Program Content or any of the Materials are appropriate or available for use in other locations outside the Site’s principal place of business, and access to them from territories where such content may be illegal or is otherwise prohibited. Those who choose to access the Site from such locations do on their own initiative and are solely responsible for compliance with all applicable local laws.
Other than those set forth herein, the Parties make no other warranties or representations, including warranties of merchantability or fitness for a particular purpose. Neither Party represents the other, and both Parties have had an opportunity to seek legal counsel of their choice.
The Parties acknowledge the legally binding nature of this Agreement, once accepted by Us. By submitting Your information to Us via the following web page: http://moontraffic.com/register, You are affirmatively stating that You have read and understand the terms set forth herein and that You agree to be bound by the terms hereof should You be accepted into the Program. You hereby adopt the submission procedure as Your electronic signature on this Agreement.
IN WITNESS WHEREOF, the Affiliate, intending to be legally bound hereby, agrees to the terms of the Agreement in the manner set forth above.