Affiliate Program Agreement
This agreement (“Agreement”), between you and 24X7.net Inc. (“AllEmploymentAgencies”), covers your participation in an open-term promotion (the “Affiliate Network”) of “AllEmploymentAgencies” on your website in exchange for payment based on the terms and conditions set forth below. AllEmploymentAgencies, will make available to participants in the Affiliate Network graphical image files promoting the AllEmploymentAgencies website (individually an “Image”).
1. This Agreement will commence on the date your application to join the Affiliate Network is accepted by AllEmploymentAgencies, and will continue unless terminated by one of us. Please note that we will reject any website that does not feature customer-friendly website navigation, contains content (including pornographic or hateful content) that we, in our sole discretion, determine does not meet an acceptable commercial or aesthetic standard. Immediately thereafter, you may download one or more Images for posting on your website. Placement of the Image on your home or default page will be at your sole discretion.
2. AllEmploymentAgencies will furnish you with a report including the count of click-through leads and the number of orders for which payment to you is due. Payment shall be made within fifteen (15) days of each quarter’s end. Minimum payment is 50(fifty) US dollars.
3. AllEmploymentAgencies hereby grants to you a non-exclusive right to (i) establish a hypertext link to the AllEmploymentAgencies website, and (ii) use, in connection with establishing that link, each Image (including all copyrighted, trade or service marked or other protected intellectual property contained therein) for the purposes described in this Agreement; provided, that you will not add, subtract or in any way alter or edit any Image (including, for this purpose, any machine-readable code which may be a part of any Image), nor will you make any use whatsoever of any Image or any other element of AllEmploymentAgencies intellectual property (including but not limited to AllEmploymentAgencies’s name, whether used in a url, a metatag or otherwise) other than for the purposes of, and as contemplated by, this Agreement or as may otherwise be specified by AllEmploymentAgencies in writing.By accepting membership in the Affiliate Network, you agree specifically to refrain from (i) originating, authorizing, or participating in any promotions, whether by email, telephone or otherwise, of AllEmploymentAgencies (including, but not limited to “spamming”), and (ii) issuing any press release mentioning AllEmploymentAgencies, unless such promotions have been specifically approved in writing by AllEmploymentAgencies.
4. This agreement is the sole and complete agreement covering the subject matter hereof and may only be amended in writing signed by both parties, except in the case of transfer as described below. This agreement is made in accordance with and governed by the laws of the Provincial of Ontario, Canada. Any provision of this agreement deemed unenforceable by a competent court of jurisdiction may be deleted, leaving the remainder of the agreement operable and in effect. In the event of a dispute, the parties shall first seek mediation, and if the parties still seek to litigate the issue then the attorneys’ fees and related litigation expenses (expert fees, etc.) may be recovered by the prevailing party. This agreement is nontransferable, except in the event of a sale of all or substantially all of the assets or stock of the transferring party as part of an acquisition or merger, including any reorganization or reincorporation.
5. Each party hereto agrees to indemnify and hold harmless the other party and each of its agents, officers, directors, and employees against all liability to third parties resulting from the acts, or failures to act, of such indemnifying party, or any acts of its customers or users.