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This Agreement contains the complete terms
and conditions which apply to your participation as a member of
the Bedfellowcash Webmaster Program (hereinafter called the "Bedfellowcash
Program" or "Webmaster Program") a division of Blathermatter Entertainment
Inc (the "Company"). As used in this Agreement, "you" or "your"
means the applicant/participating member.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND THE WEBMASTER PROGRAM.
BY SUBMITTING AN APPLICATION FOR ENROLLMENT IN THE WEBMASTER PROGRAM
YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND
THE TERMS AND CONDITIONS SET FORTH HEREIN AND ARE AFFIRMATIVELY
INDICATING YOUR ACCEPTANCE OF THIS AFFILIATE PROGRAM AGREEMENT AND
THAT YOU AGREE TO BE BOUND BY THE TERMS HEREOF. YOU CANNOT BECOME
A MEMBER OF THE WEEBMASTER PROGRAM UNLESS YOU HAVE ACCEPTED EACH
AND EVERY TERM HEREOF.
| 1. |
Enrollment
in this Program |
To begin
the enrollment process, you must submit a completed application
through our website: http://www.bedfellowcash.com.
In order to enroll and participate in the Webmaster Program,
you must be over the age of eighteen (18) years, or over
the age of majority if you reside and/or conduct business
in states, provinces or countries where the age of majority
is greater than eighteen (18) years. You may not participate
in the Webmaster Program in any way if you are not of the
age of majority in the state, province or country where
you reside and/or conduct business.
We will evaluate your application in good faith and will
notify you of your acceptance or rejection. We may reject
your application if, in our sole and unfettered discretion,
we determine that your site(s) are unsuitable for the Webmaster
Program for any reason.
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| 2. |
Commissions |
As a participating
member in the Webmaster Program you will be paid Per Recurring
Billing: payout based on recurring subscription billing;
No commission will be paid for sign-ups by you, your family
or anyone within your organization.
Commission rates are subject to change from time to time,
upon email notice to you and/or notice posted on our site.
Note that a commission will only be paid if the visitor
to an Webmaster Program approved site can be tracked by
the system from the time of the click on your link to the
time of the sale. No commission will be paid if the visitor's
payment to the Webmaster Program cannot be tracked directly
to your site by our system or if full payment for services
is not made to us by the customer.
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| 3. |
Commission
Payment |
Commissions
due and owing to you under the Affiliate Program will be
paid to you directly by JRK Entertainment Inc. Checks are
sent out on Fridays for sales from the week's stats 4 weeks
prior, as long as your account has accrued the minimum payout
amount of $100. If the amount is less it is carried over
from week to week until you have accrued the minimum payout
amount.
Payments will be sent via regular mail to the address on
file. You have the option of being paid by wire or cable
transfer pending special approval. Please contact the Webmaster
Program administrator via support@bedfellowcash.com
to ask for this service.. If the payment is due to be made
on a non-business day (Sat., Sun., or US observed holiday),
the payment will be made on the next business day.
Our log files will prevail in determining amount of clicks
and sign-ups.
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| 4. |
Responsibility
for your Website |
While we
will review your site(s) for suitability in the Webmaster
Program, you will be solely responsible for the development,
operation and maintenance of your site(s) and for all materials
that appear on your site(s). We shall have no responsibility
for the development, operation and maintenance of your site(s)
and for any materials that appear on your site(s). You shall
also be responsible for ensuring that materials posted on
your site(s) do not violate or infringe upon any laws including,
but not limited to the rights of any third party (including,
for example, copyrights, trademarks, privacy, or other personal
or proprietary rights), and ensuring that materials posted
on your site(s) are not libelous or otherwise illegal (including
depictions of actual, implied or simulated bestiality, rape,
incest, child pornography, or any other content deemed inappropriate
or illegal). You must have express permission to use another
party's copyrighted or otherwise proprietary material. We
will not be responsible if you use another party's copyrighted
or otherwise proprietary material in violation of the law.
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| 5. |
Forms
of Promotion |
As the owner/operator
of a website, you may use any form of promotion you choose,
consistent with the terms of this Agreement. You may use
banner advertisements, button links and/or text to Webmaster
Program approved websites, however, you CANNOT use UCE (Unsolicited
Commercial Email or SPAM). Any activity by you or on your
behalf that we determine or reasonably suspect to be the
result of an unsolicited email program will result in your
immediate termination from the Webmaster Program and your
forfeiting of monies otherwise due you hereunder. Allowable
promotional links may contain the Webmaster Program's or
affiliated website's trade names, service marks, and/or
logos for display on your website(s). Subject to the terms
and conditions hereof, you are granted a limited, non-exclusive,
non-transferable license to access and download such links
and other designated promotional materials for placement
on your website(s) for the sole and exclusive purpose of
promoting Webmaster Program approved websites. In utilizing
the links, you agree that you will cooperate fully with
us in order to establish and maintain such link or links.
A link may only be visually modified with our consent.
Promotional materials referred to as free or hosted content
may not be used as part of any membership site or password
protected area in any way, including Adult Verification
Services
We maintain a zero tolerance policy towards anything related
to child pornography.
If we determine that you have violated the Company's zero
tolerance policy against child pornography, your membership
in the Webmaster Program will be terminated and your site(s)
will be removed from the Webmaster Program without warning.
You further agree that you will forfeit all monies otherwise
due you.
In addition to the foregoing, we may immediately terminate
your participation in the Webmaster Program if we believe
you have engaged in any of the following:
a) Any form of spamming including,
but not limited to unsolicited email, IRC postings,
newsgroups, and/or instant messaging clients;
b) Publishing, transferring, reassigning, disclosing,
distributing, or permitting any other person to
use your Webmaster Program account;
c) Providing inaccurate or incomplete information
to the Webmaster Program concerning your identity,
bank account, address or other required information;
d) Attempts to cheat, defraud or mislead us or the
public in any way;
e) Misrepresenting to the public, or anyone concerned,
the terms and conditions of the Webmaster Program
approved websites or your site(s);
f) Promotion of Webmaster Program websites on password
sites, MP3 sites or warez sites;
g) Owning or operating a website in connection with
a person who is under eighteen (18) years of age;
and/or under the age of majority in states, provinces
or countries where the age of majority is greater
than eighteen (18) years;
h) Inclusion of illegal or unauthorized content
on your site(s); and
i) Operating from a country where such a site violates
the law or from which the Webmaster Program will
not accept accounts including, but not limited to:
Afghanistan, Albania, Armenia, Azerbaijan, Belarus,
Brazil, Bulgaria, China, Costa Rica, Croatia, Cuba,
Czech Republic, Estonia, Georgia, Hungary, India,
Indonesia, Iran, Iraq, Israel, Japan, Jordan, Kaliningrad,
Kazakhstan, Kuwait, Kyrgyzstan, Latvia, Lebanon,
Lithuania, Malaysia, Moldova, North Korea, Oman,
Pakistan, Qatar, Philippines, Romania, Russia, Saudi
Arabia, Singapore, Slovakia, Slovenia, South Korea,
Sudan, Syria, Taiwan, Tajikistan, Thailand, Turkey,
Turkmenistan, Ukraine, United Arab Emirates, Uzbekistan,
Yemen, and Yugoslavia, Barbados, Anguilla, Antigua
and Barbuda (sometimes just called Antigua) , Montserrat
,St Kitts and Nevis (sometimes just called St. Kitts),
Dominica, St Vincent and The Grenadines, St. Lucia,
Grenada, Trinidad and Tobago, Turks and Caicos Islands,
Jamaica, Guyana, Belize, Haiti, Bahamas. |
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| 6. |
Terms
of the Agreement |
While we
will review your site(s) for suitability in the Webmaster
Program, you will be solely responsible for the development,
operation and maintenance of your site(s) and for all materials
that appear on your site(s). We shall have no responsibility
for the development, operation and maintenance of your site(s)
and for any materials that appear on your site(s). You shall
also be responsible for ensuring that materials posted on
your site(s) do not violate or infringe upon any laws including,
but not limited to the rights of any third party (including,
for example, copyrights, trademarks, privacy, or other personal
or proprietary rights), and ensuring that materials posted
on your site(s) are not libelous or otherwise illegal (including
depictions of actual, implied or simulated bestiality, rape,
incest, child pornography, or any other content deemed inappropriate
or illegal). You must have express permission to use another
party's copyrighted or otherwise proprietary material. We
will not be responsible if you use another party's copyrighted
or otherwise proprietary material in violation of the law.
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| 7. |
Modification |
We may modify
any of the terms and conditions contained in this Agreement,
at any time and in our sole discretion. Notice of any change
by email, to your address in our records, or notice posted
on our site, is considered sufficient notice to you of a
change to the terms and conditions of this Agreement. Modifications
may include, but are not limited to, changes in the scope
of available commission fees, commission schedules, payment
procedures, and Webmaster Program rules. All such modifications
shall take effect 48 hours after we serve notice as provided
above, unless we indicate otherwise. If any modification
is unacceptable to you, your only recourse is to terminate
this Agreement. Your continued participation in the Webmaster
Program, following our posting of modifications or a new
agreement on our site, will constitute your binding acceptance
of the change in terms and conditions.
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| 8. |
Relationship
of Parties |
You and
Webmaster Program are independent contractors, and nothing
in this Agreement will create any partnership, joint venture,
agency, franchise, sales representative, or employment relationship
between the parties. You have no authority to make or accept
any offers or representations on our behalf. You will not
make any statement, whether on your site(s) or otherwise,
that reasonably would contradict anything in this Section.
You are not an agent of the Webmaster Program and the Webmaster
Program expressly disclaims responsibility for any conduct
by you in violation of the terms of this Agreement
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| 9. |
Limitation
of Liability |
We will
not be liable for indirect, special, or consequential damages,
or any loss of revenue, profits, or data, arising in connection
with this Agreement or the Webmaster Program, even if we
have been advised of the possibility of such damages. Further,
our aggregate liability arising with respect to this Agreement
and the Webmaster Program will not exceed the total commissions
paid or payable to you under this Agreement.
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| 10. |
Representations
and Warranties |
You hereby
represent and warrant to us that this Agreement has been
duly and validly accepted by you and constitutes your legal,
valid and binding obligation, enforceable against you in
accordance with its terms. You further represent and warrant
that the execution, delivery and performance by you of this
Agreement are within your legal capacity and power, have
been duly authorized by all requisite action on your part,
require the approval or consent of no other persons, and
neither violate nor constitute a default under (i) the provision
of any law, rule, regulation, order, judgment or decree
to which you are subject or which is binding upon you, or
(ii) the terms of any other agreement, document or instrument
applicable to you or binding upon you.
Should any law enforcement agency, internet service provider
or other person or entity provide the Webmaster Program
with notice that you have engaged in transmission of unsolicited
emails or have engaged in otherwise unlawful conduct or
conduct in violation of internet service provider's terms
of service, we reserve the right to cooperate in any investigation
relating to your activities including disclosure of your
account information.
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| 11. |
Confidentiality |
We may disclose
to you certain information as a result of your participation
in the Webmaster Program which we consider to be confidential
(herein referred to as "Confidential Information"). For
purpose of this Agreement, the term "Confidential Information"
shall include, but not be limited to:
a) any modifications to the terms and provisions of this
Agreement made specifically for you or your site(s) and
not generally available to other members of the Webmaster
Program,
b) website, business, and financial information relating
to the Webmaster Program, and
c) customer and vendor lists relating to the Webmaster Program
and any members of the Webmaster Program other than you.
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| 12. |
Idemnification |
You hereby
agree personally and on behalf of any corporation to indemnify,
defend and hold harmless the Company, its shareholders,
officers, directors, employees, agents, affiliates, successors
and assigns, from and against any and all claims, losses,
liabilities, damages or expense (including attorneys' fees
and costs) of any nature whatsoever incurred or suffered
by us (collectively the "losses"), insofar as the losses
(or actions in respect thereof) arise out of or are based
on
a) any claim or threatened claim that our use of your trademark(s)
infringes on the rights of any third party;
b) the breach of any promise, covenant, representation or
warranty made by you herein; or
c) or any claim related to your site(s).
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| 13. |
Disclaimers |
WE MAKE
NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH
RESPECT TO THE WEBMASTER PROGRAM, ANY COMPANY SERVICES,
OR ITEMS SOLD THROUGH THE WEBMASTER PROGRAM (INCLUDING,
WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY IMPLIED
WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING,
OR TRADE USAGE). IN ADDITION, WE MAKE NO REPRESENTATION
THAT THE OPERATION OF OUR SITE(S) WILL BE UNINTERRUPTED
OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES
OF ANY INTERRUPTIONS OR ERRORS.
IN ADDITION, WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, WITH
RESPECT TO ANY INFORMATION DELIVERED HEREUNDER, INCLUDING
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE OR FREEDOM FROM PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENTS,
WHETHER ARISING BY LAW, CUSTOM OR CONDUCT, OR AS TO THE
ACCURACY OR COMPLETENESS OF THE INFORMATION AND WE SHALL
NOT HAVE ANY LIABILITY TO YOU OR TO ANY OTHER PERSON RESULTING
FROM YOUR USE OR SUCH THIRD PERSON'S USE OF THE INFORMATION.
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| 14. |
Miscellaneous |
Terminated
accounts, except as expressly provided in Section 16 herein,
cannot later apply to the Webmaster Program without our
express written consent. This Agreement will be governed
by the laws of Canada and the Province of Ontario without
giving effect to any principles of conflict of laws as if
all parties were residents of such jurisdiction. The sole
and exclusive venue for any action arising under this Agreement
will be the provincial and federal courts sitting in Toronto,
Ontario and you hereby submit to the jurisdiction and venue
of such courts. You may not assign this Agreement, by operation
of law or otherwise, without our prior written consent.
Subject to that restriction, this Agreement shall be binding
on, inure to the benefit of, and shall be enforceable against
the parties and their respective successors and assigns.
Our failure to enforce your strict performance of any provision
of this Agreement will not constitute a waiver of our right
to subsequently enforce such provision or any other provision
of this Agreement. In respect of issues of privacy of users
and the use of user information, the parties agree to comply
with the relevant laws of the jurisdictions governing the
individual users, and the respective parties hereto. The
parties hereby waive any constitutional, statutory or common
law right to trial by Jury.
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| 15. |
Single
Application |
We only
allow two applications per 24-hour period. If your application
was rejected because you submitted erroneous information,
please resubmit an application with correct information
the following day.
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| 16. |
Insufficient
Activity |
If, as a
participating member, you fail to send sufficient traffic
(i.e., unique visitors) to the Webmaster Program for any
consecutive sixty (60) day period, we reserve the right
to terminate your membership in the Webmaster Program. If
your membership is terminated for this reason, you may apply
for a new account.
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| 17. |
Supervening
Events |
Neither
party shall be liable for delay or failure in performance
resulting from acts beyond the control of that party or
those for whom it is responsible in law, including but not
limited to acts of God, acts of war, riot, fire, flood,
or other disaster, acts of government, strike, lock-out,
communication line or power failures, failure, inoperability
or destruction of the Site or its components unless by reason
of the negligence of a party to this Agreement, its employees,
agents, contractors, subcontractors, or others for whom
it is responsible in law.
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| 18. |
Survival |
Neither
party shall be liable for delay or failure in performance
resulting from acts beyond the control of that party or
those for whom it is responsible in law, including but not
limited to acts of God, acts of war, riot, fire, flood,
or other disaster, acts of government, strike, lock-out,
communication line or power failures, failure, inoperability
or destruction of the Site or its components unless by reason
of the negligence of a party to this Agreement, its employees,
agents, contractors, subcontractors, or others for whom
it is responsible in law.
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| 19. |
Entire
Agreement |
This Agreement
constitutes the complete and entire expression of the Agreement
between the parties with respect to the subject matter hereof,
and shall supersede any and all other Agreements, whether
written or oral, between the parties and all waivers hereunder
must be in writing and may be amended only by a written
Agreement executed by an authorized representative of each
party.
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| 20. |
Idemnification |
You may
terminate your account at anytime by advising us by email
at: support@bedfellowcash.com
We reserve the right to terminate any agreement at our sole
discretion.
Any questions regarding this agreement should be directed
to: support@bedfellowcash.com
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Any questions or concerns should be directed to:
support@bedfellowcash.com |
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