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Terms of Agreement
1. Agreement
a.) By completing and sending in our Publisher's /
Affiliate ’s application form, you are agreeing to
enter into a legal agreement with KeywordSpy, which
contains all of the terms and conditions below and
governs your participation in KeywordSpy’s Affiliate
Program.
b.) The purpose of this agreement is to allow HTML
linking between your site and the KeywordSpy's site.
2. Statement of Investigation
a.) You acknowledge that you have read this agreement
and agree to all of its terms and conditions.
b.) You acknowledge that you have independently
evaluated the desirability of participating in
KeywordSpy’s Affiliate
Program and are not relying on any representation,
guarantee, or statement other than as set forth in
this agreement.
3. Application to the KeywordSpy’s Affiliate Program
a.) To begin the application process, you must submit
a complete Affiliate Program application.
KeywordSpy will evaluate your application in good
faith and will notify you in a timely manner
regarding acceptance or rejection of your
application.
b.) KeywordSpy may reject your application if it
determines (in its sole discretion) that your site
is unsuitable for the KeywordSpy’s Affiliate Program
for any reason, including, but not limited to, if
your site incorporates images or content that is in
any way competitive, unlawful, harmful, threatening,
defamatory, obscene, harassing or racially, ethically
or otherwise objectionable.
c.) If KeywordSpy rejects your application, you may
reapply at any time, and KeywordSpy will reconsider
the application.
4. No Spamming
a.) Promoting KeywordSpy via unsolicited email is strictly
prohibited, and affiliate agrees to not reference
KeywordSpy in any way, shape, or form, in any e-mail
that affiliate sends in which the recipient has not
specifically asked to receive it.
b.) In the case of mailings which are conducted by a third
party on affiliates behalf, affiliate assumes full
responsibility and is advised to perform due diligence
to ensure that the mailing list is in fact 100% opt-in.
Furthermore, affiliate may not link to KeywordSpy from
any URL that is promoted via unsolicited e-mail.
c.) Affiliate may not advertise or reference KeywordSpy
via USENET newsgroup postings in any way, shape, or
form.
d.) Affiliate agrees that KeywordSpy will terminate this
agreement and withhold all fees or payment due if
affiliate is found in violation of this policy.
5. Linking Your Site to KeywordSpy/Limited License Grant
a.) As an affiliate site, we will make available to you
banner advertisements, button links, or text links
to the KeywordSpy site, trademarks, service marks,
trade names, logo and words identifying
KeywordSpy.com, which, subject to the terms and
conditions hereof, you may display on your site.
b.) In utilizing the links, you agree that you will
cooperate fully with KeywordSpy in order to
establish and maintain such links.
c.) All affiliates shall display such links prominently
throughout the affiliate site as approved by
KeywordSpy in writing.
A link may only be modified and/or expanded with
KeywordSpy’s prior written consent.
d.) KeywordSpy has the right in its sole discretion to
monitor your site at any time and from time to time
to determine if you are in compliance with the terms
of this agreement. You also agree that you will
substitute such images with any new images provided
by KeywordSpy from time to time throughout the term
of this agreement.
e.) Subject to the terms and conditions of this
agreement, KeywordSpy grants you a limited,
non-exclusive, non-assignable, non-transferable,
royalty-free license (without the right to
sublicense) to
(1) place links on the affiliate site during the
term of this agreement; and
(2) to use the KeywordSpy marks as incorporated
into the links, for the sole purpose of linking
to the KeywordSpy site.
6. Ownership of Links and KeywordSpy Marks
a.) You acknowledge that all right, title and interest in
the links and the KeywordSpy marks are exclusively
owned by KeywordSpy and/or its licensors, and that no
right other than the limited license granted herein
is provided to you.
b.) You shall not assert copyright, trademark or other
intellectual property ownership or other proprietary
rights in the links or the KeywordSpy marks or in any
element, derivation, adaptation, variation or name
thereof.
c.) You agree that your use of the links and the
KeywordSpy marks incorporated therein inures to the
benefit of KeywordSpy.
d.) All goodwill or reputation in the links and the
KeywordSpy marks shall automatically vest in
KeywordSpy when the links are used by you pursuant
to this agreement.
e.) You shall not contest the validity of any of the
KeywordSpy marks or KeywordSpy 's exclusive ownership
of them.
f.) During the term of this agreement, you shall not adopt,
use, or register, or apply for registration of,
whether as a corporate name, trademark, service mark
or other indication of origin, any of the KeywordSpy
marks, or any word or mark confusingly similar to them
in any jurisdiction.
7. Obligations Regarding Your Site
a.) You are solely responsible for the development,
operation, and maintenance of your site and for
all materials and content that appear on your
site. KeywordSpy will not be responsible for and
disclaims all liability for any of the foregoing.
b.) You agree to indemnify and hold KeywordSpy harmless
from all damages, claims, fees (including attorneys'
fees), and expenses arising from or relating to the
development, operation, or maintenance of your site
and any content displayed on your site including but
not limited to any claim that content displayed on
your site infringes or misappropriates any
intellectual property right of a third party.
Term of the Agreement
a.) The term of this agreement begins upon KeywordSpy's
acceptance of your application for the affiliate
program, and ends when terminated by either party
in accordance with this agreement.
b.) Either you or KeywordSpy may terminate this
agreement at any time, for any reason or no reason,
by giving the other party written notice of
termination. Within 24 hours after termination
(whether by you or KeywordSpy), you must remove
the KeywordSpy links and any other KeywordSpy marks
from your site and you must destroy or erase from
computer memory or any other storage device any
items you might have that contain KeywordSpy links,
KeywordSpy marks or KeywordSpy confidential
information.
9. Modification
a.) KeywordSpy may modify any of the terms and
conditions contained in this agreement and will
notify you of the modification via email, and a
change notice will be posted on the KeywordSpy
site from which you retrieve the reports or
other information made available by KeywordSpy.
b.) If a modification is unacceptable, you may
terminate this agreement by giving notice of
termination to KeywordSpy. If you do not give
KeywordSpy a notice of termination, then
you will be deemed to have accepted the
modifications.
10. Relationship of the Parties
a.) You and KeywordSpy are independent contractors,
and nothing in this agreement creates any
partnership, joint venture, agency, franchise,
sales representative, or employment relationship
between you and KeywordSpy.
b.) You understand that you do not have authority to
make or accept any offers or make any
representations on behalf of KeywordSpy. You may
not make any statement, whether on your Site or
otherwise, that would contradict anything in this
section.
11. Confidentiality
a.) During the term of this agreement, you may have
access to certain confidential information of
KeywordSpy. You agree not to disclose any confidential
information to any third parties without the express
prior written consent of KeywordSpy; not to use any
confidential information for any purposes except
carrying out your rights and responsibilities under
this agreement; and to keep the confidential
information confidential using the same degree of care
you use to protect your own confidential information,
as long as you use at least reasonable care.
b.) For purposes of this agreement, "Confidential
Information" means, any and all information in written,
representational, electronic or other form relating
directly or indirectly to the present or potential
business, operation or financial condition of
KeywordSpy (including, but not limited to, marketing
plans, customer lists and product data) excluding
any such information which at the relevant time
(i) is known to the public (through no act or omission
of the affiliate in violation of this agreement),
(ii) is lawfully acquired by the affiliate from an
independent source having no obligation to KeywordSpy
maintain the confidentiality of such information or
(iii) was known to the affiliate prior to its
disclosure under this agreement.
12. Disclaimers
EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, KEYWORDSPY
MAKES NO, AND EXPRESSLY DISCLAIMS ANY, REPRESENTATIONS OR
WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE AFFILIATE
PROGRAM, THE LINKS, TRADEMARKS, THE KEYWORDSPY SITES, THE
KEYWORDSPY SERVICE, AND ANY OTHER SERVICE PROVIDED BY
KEYWORDSPY HEREUNDER, AND ANY OTHER SERVICE, CONTENT,
TOOLS, OR RELATED DOCUMENTS OR MATERIALS (IN ELECTRONIC
FORM OR OTHERWISE) PROVIDED HEREUNDER, INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT
AND IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR
COURSE OF PERFORMANCE OR TRADE USAGE. KEYWORDSPY EXPRESSLY
DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE
PERFORMANCE, AVAILABILITY, FUNCTIONALITY, OR ANY OTHER
ASPECT OF THE KEYWORDSPY SITE.
You understand that the operation and/or use of the links
or the KeywordSpy site may not be uninterrupted or error
free, and may have errors or omissions. You agree that
KeywordSpy will not be liable for any interruptions or
errors in using the link.
13. Limitation of Liability
KEYWORDSPY WILL NOT BE LIABLE FOR LOST PROFITS, LOST
BUSINESS OPPORTUNITIES OR ANY OTHER INDIRECT,
SPECIAL, PUNITIVE, INCIDENTAL,OR CONSEQUENTIAL
DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT,
THE LINKS, THE KEYWORDSPY SERVICE OR KEYWORDSPY'S
AFFILIATE PROGRAM, EVEN IF KEYWORDSPY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING LOSS OF
DATA OR LOSS OR INTERRUPTION OF SERVICES OR
COMMUNICATIONS.
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