TERMS AND CONDITIONS OF THE CURIOUS CASH MARKETING AFFILIATE PROGRAM
19 April 2004
ALL
APPLICANTS FOR THE CURIOUS CASH WEBMASTER PROGRAM MUST READ THE
FOLLOWING AND AGREE AT BOTTOM BEFORE YOUR APPLICATION WILL BE ACCEPTED
- CURIOUS CASH RESERVES THE RIGHT TO CHANGE/ALTER/AMEND THESE TERMS
AND CONDITIONS OF MARKETING AFFILIATION AT ANY TIME AND IT IS THE
RESPONSIBILITY OF THE MARKETING AFFILIATE TO CHECK BACK WITH THESE
TERMS AND CONDITIONS REGULARLY AND ALSO CHECK THE MAIN SITE FOR
CHANGES AS ADVERTISED.
THIS
AGREEMENT MAY SEEM ONEROUS AND EXTENDED, BUT YOU ARE DEALING WITH
A REAL BUSINESS AND OUR BUSINESS IS ABOUT PROTECTING THAT BUSINESS
FOR OURSELVES AND OUR MARKETING AFFILIATES FROM THE FRAUDSTERS AND
SCAMMERS THAT PROLIFERATE IN THE INTERNET ENVIRONMENT. WE
HAVE OPERATED IN AN UP FRONT AND HONEST BASIS SINCE 1999 AND HAVE
MANY HUNDREDS SUCCESSFUL MARKETING AFFILIATES AS TESTAMENT THAT
COMPLIANCE WITH THE TERMS AND CONDITIONS OF THE CURIOUS CASH PROGRAM
AS SET OUT HEREIN IS ACTUALLY QUITE SIMPLE - WE OPERATE ON THE BASIS
THAT IF YOU DO THE RIGHT THING BY US WE WILL DO THE RIGHT THING
BY YOU.
ALL
ENQUIRIES TO: AFFILIATES@CURIOUSCASH.COM
Before
you can become a Webmaster ("Marketing Affiliate") with
Curious Cash ("Program" or "The Program") you
must first read and agree to all of the following terms and conditions.
Please read the following CAREFULLY, as this is a legally binding
BUSINESS agreement ("Agreement") between Century Switch,
Ltd., 50 Raffles Place, #34-04/05 Singapore Land Tower, Singapore,
048623 ("Curious Cash", "we", "our"
or "us") and the person, firm or entity signing up to
participate in the Program ("you", "Affiliate"
or "your").
Your participation in the Program is subject to all the terms, conditions,
limitations and waivers below. You acknowledge and agree that by
participating in the Program, you will be bound by all the terms
and conditions in this Agreement.
Your participation in the Program may be initially accepted, but
is subject to further review. We may revoke your acceptance into
the Program, for any reason, if we determine you or your website
and/or marketing channel is unsuitable for the Program.
1.
Business Agreement
1.1
Curious Cash acts as a sponsor program, and we agree to pay you,
the Marketing Affiliate, to advertise our product on your web sites
in the manner we prescribe in this Agreement and on the http://www.curiouscash.com
Website. Curious Cash only remunerate for genuine traffic from real
people coming from real websites and approved marketing channels
using the links and methods authorized for each payout program.
1.2 Subject to the terms and conditions
set forth in this Agreement, you will be provided or have access
to our approved banner advertisements, button links and/or text
links ("Link" or "Links") to Websites specified
at http://www.curiouscash.com.
The Link or Links may contain Curious Cash's or its entities' logos
and/or identifying words. Use of these Link(s) is/are subject to
the terms and conditions hereof. As a participant in the Program,
you shall display Links throughout your site and/or promote through
other methods as agreed. We may monitor your site and/or methods
at any time to determine if you are in compliance with the terms
of this Agreement. We reserve the right to terminate the account
of any marketing affiliate without notice.
1.3
You and we are obliged to comply with
all applicable laws, rules and regulations regarding taxation and
otherwise that may be associated by virtue of this Agreement.
2.
Non-Exclusive Limited License and Use of Curious Cash Content, Logos
and Trademarks
2.1
We grant you a non-exclusive, non-transferable, revocable license
to:
(i) Access Curious Cash Websites through Links and marketing channels
solely in accordance with the terms of this Agreement; and
(ii) Solely in connection with such Links or marketing channels,
to use our content, logos, trade names, trademarks and similar identifying
material (collectively "Marketing Materials"), solely
for the purpose of generating traffic to Curious Cash Websites.
You are only entitled to use the Marketing Materials to the extent
you are a participant in the Program in good standing. You shall
not make any specific use of any Marketing Materials for purposes
other than generating traffic to our site. You agree not to use
the Marketing Materials in any manner that is disparaging or that
otherwise portrays Curious Cash in a negative manner. We reserve
all of our rights in the Marketing Materials and all other intellectual
property rights thereto. We may revoke the rights granted to you
pursuant to this section at any time by giving you written notice,
otherwise the rights granted to you pursuant to this section shall
terminate upon the effective date of the expiration or termination
of this Agreement.
2.2
You shall not create, publish, distribute or permit any material
that makes reference to us or the name "Curious Cash"
without first submitting such material to us and receiving our written
consent.
3.
Advertising and Promotion
3.1
Email Marketing Campaigns
Notwithstanding and stipulations of this clause and
its sub-clauses, you may NOT use email marketing of any description
without the prior written approval of Curious Cash. Approval
of one specific campaign does in no way imply approval for any future
and/or subsequent campaigns.
3.1.1
Prohibition On Unsolicited Commercial Email ("UCE" or
"SPAM")
You will not use any form of mass unsolicited electronic mail solicitations,
news group postings, Instant Messaging or any other form of email
"spamming" as a means of promoting your website or for
the purpose of directing or referring users to Curious Cash Websites.
You further acknowledge and agree that if we, in our sole and exclusive
judgment, conclude that you have engaged in the foregoing that there
are grounds for immediate termination of this Agreement, and all
funds otherwise due will be retained by Curious Cash as liquidated
damages.
3.1.2
Email Policy
To the extent you utilize email to identify and/or aggregate potential
consumers, you acknowledge that you have read, understand and will
comply with all provisions of the US
Federal CAN SPAM legislation enacted on January 1, 2004 ("Controlling
the Assault of Non Solicited Pornography and Marketing Act of 2003"
or the "Act"), and any subsequent updates, changes and/or
modifications to the Act, and any other applicable statutes or laws
of any other jurisdiction regulating UCE. Your non-compliance with
the Act or any other applicable statutes, or laws of any other jurisdiction
regulating UCE, is grounds for immediate termination of this Agreement,
and all funds otherwise due to you will be retained by Curious Cash
as liquidated damages.
3.1.3
Email Addresses
Email address lists that you use should be maintained with full
details of optin record for each email, including IP address, date,
time and double optin confirmation. You may not harvest e-mail addresses
or use automated means to randomly generate addresses. No
email address should be used that is
not derived from a verifiable opt-in program or sent absent a prior
business relationship with the recipient.
3.1.4
Opt-Out Mechanism
You must implement and maintain at all times a functioning, conspicuous
opt-out (unsubscribe) mechanism, left operational for thirty (30)
days after each email campaign ends. You must remove any customer(s)
from your list(s) within ten (10) business days after they have
opted-out using such mechanism provided. Once an opt-out request
is received, you may not sell, give or trade that email address
to anyone. You must, however, promptly supply us with a list of
the "unsubscribers" received through that, and any other,
mechanism. You must clean your list(s) prior to every mailing with
our master suppression file (unsubscribe list) located at
http://www.curiouscash.com/unsubscribe/.
3.1.5
Inclusion In Notices Of Address
Any email marketing message sent to subscribers must include your
valid physical postal address along with our postal address, in
substantially the following form
This offer was sent by:
Your Name
Your Street Address
Your City and Your State
Your Country and Your Zip Code
This offer was sent on behalf of:
Curious Cash
50 Raffles Place,
#34-04/05 Singapore Land Tower
Singapore, 048623
3.1.6
False or Deceptive Information
You may not use false or misleading email headers or return email
addresses, or subject lines that are likely to mislead the recipient
about the content or subject matter of the email message.
3.2 You will not use any form of mass
unsolicited news group postings, Instant Messaging, internet chat
room marketing or any other form of electronic "spamming"
as a means of promoting your website or for the purpose of directing
or referring users to Curious Cash Websites. You further acknowledge
and agree that if we, in our sole and exclusive judgment, conclude
that you have engaged in the foregoing that there are grounds for
immediate termination of this Agreement, and all funds otherwise
due will be retained by Curious Cash as liquidated damages.
3.3
You will not, directly or indirectly, link any of the following
content or material (hereinafter deemed as "Unacceptable Content")
to any Curious Cash Website through any hyperlinks maintained or
created on your website nor will you have any of the following content
or material on any website or any marketing channel which contains
any Link to any Curious Cash Website:
(a) Grossly obscene material, including without limitation, any
material depicting bestiality, rape, torture or incest;
(b) Any material not fully in compliance with United States Code,
Title 18, Section 2257 et seq.and any other applicable statutes
or laws of any other jurisdiction regulating acceptable internet
content or any other applicable statutes (hereinafter "Compliance
Legislation) and any subsequent updates, changes and/or modifications
to that, or associated, legislation, or material contrary to the
laws of any other jurisdiction;
(c) Any material which constitutes child pornography or matter which
involves depictions of nudity or sexuality by an age inappropriate-looking
performer (i.e. someone who looks younger than 18 years of age)
or by a performer who is portrayed or made to appear to be a person
under the age of 18 years of age by virtue of the script, make-up,
demeanor, costuming, setting, etc.;
(d) Any material which is threatening, abusive, hateful, defamatory,
libelous, slanderous, scandalous or injurious to the reputation
of any person or entity;
(e) Any material which constitutes an infringement, misappropriation
or violation of any person's intellectual property rights such as
copyrights, trademark rights, rights of publicity, patent rights,
personal property rights, privacy rights or other rights;
(f) Any program, file, data stream or other material which contains
viruses, worms, "Trojan horses" or any other destructive
feature, regardless whether damage is intended or unintended, which
may cause damage to any computer equipment, loss or corruption of
data or programs or inconvenience to any person;
(g) Any material which solicits, promotes or otherwise makes available
software piracy, warez, password selling, password trading, hacking,
cracking, MP3s, Credit Card numbers, or the like; or
(h)
Any material which is otherwise considered illegal under the laws
of any other jurisdiction.
3.4
You agree that you will undertake to employ the following practices
in the use of websites, Links or marketing channels promoting Curious
Cash sites:
(a)
You cannot employ deceptive language, blind links, or misleading
URLs in any Links
or marketing channel;
(b) You may open a new browser
or frame when a Link is clicked, but ONLY ONE - multiple browsers
or frames with links to Curious Cash Websites or other sites are
not allowed;
(c)
You may not force exit traffic to your
Affiliate Site or any Curious Cash Website, such as by altering
the function or behavior of "back" or "close"
buttons;
(d)
You may not place Links to your Affiliate
Site or any Curious Cash Website on a "circle jerk" site
or otherwise send traffic to your Affiliate Site or any Curious
Cash Website via practices such as hiding or camouflaging the entry
button and/or links to their pictures, or hiding the site's true
content with the intention of tricking or encouraging browsers into
clicking on Links; and
(e)
You cannot utilize links to Curious Cash Websites in any virus,
worm, trojan horse, spyware, hidden popup or any software or cookie
that may alter the recognized normal function of any command and/or
cause a surfer distress or confusion.
3.5
You agree that all materials of every kind, including photographic,
videographic, audio and textual materials used in direct or indirect
association with the Program, shall only be transmitted, distributed,
broadcast and otherwise disseminated by you to willing adults and
shall at all times comply with contemporary community standards
in the regions into which they are so disseminated. At no time will
material be displayed or transmitted in a way as to constitute harmful
matter or indecent communications to minors.
3.6
You agree that at all times you will market Curious Cash and Curious
Cash Websites in a legal, ethical and proper manner, in such a way
as so as NOT to bring Curious Cash, its owners, operators, employees,
associates and affiliates into disrepute and you take full and complete
responsibility for any and/or all actions employed in your role
as a marketing affiliate for Curious Cash, and without reservation
warrant to completely indemnify Curious Cash, its owners, operators,
employees, associates and affiliates from any and/or all of your
actions.
3.7
You acknowledge and agree that deceptive practices, misleading Curious
Cash or potential and actual customers, cheating or fraud (actual
or attempted) of ANY kind WILL result in immediate termination of
account, forfeiture of all account balances to Curious Cash as liquidated
damages, and a discontinuation of all communications.
3.8
Artificial signups, Credit Card Fraud, use of any form or mechanism
of electronic artificial hit or signup generation, deceptive
practices, misleading Curious Cash or potential and actual customers,
cheating or other fraud (actual or attempted) of ANY kind WILL be
reported to relevant authorities, with possible criminal charges
arising therefrom, and Curious Cash reserves our right to institute
civil and/or private criminal action against any party or parties
involved with such practices.
3.9
You further acknowledge and agree that if we, in our sole and exclusive
judgment, conclude that you have engaged in any practice that is
contrary to any of the foregoing in this section, clauses 3.1 to
3.9 inclusive, that this provides grounds for immediate termination
of this Agreement, and all funds otherwise due will be retained
by Curious Cash as liquidated damages.
4.
Power To Enter Into This Agreement
4.1
You (if an individual) warrant and represent that you are a person
over the age of majority in the community in which you reside, being
a minimum of eighteen (18) years, or over the age of twenty-one
(21) years, in those countries and states where 21 is legally recognized
as the age of majority;
4.2
You warrant and represent that you do not own or operate a business
with a person who is not over the age of majority in the community
in which they reside, being a minimum of eighteen (18) years, or
over the age of twenty-one (21) years in those countries and states
where twenty-one (21) is the age of majority;
4.3
You warrant and represent that you are the person who owns or is
otherwise is entitled to contract on behalf of the entity that owns
the rights to your website and/or alternative marketing channels;
4.4
You warrant and represent that you will supply Curious Cash with
valid contact information, including without limitation, your full
name, email address and mailing address (post office boxes are not
acceptable), and any and/or all required personal and/or corporate
information that is stipulated upon commencement of this Agreement,
or upon any future request, and that your failure to supply that
information will constitute a basis for terminating this Agreement
and for Curious Cash retaining any commissions or fees to which
you would otherwise be entitled under this Agreement as liquidated
damages; and
4.5
You acknowledge and agree that you may not at any time participate
in the Program if you live, operate, are deemed by us to operate,
or are based in the following nominated countries and/or regions,
which shall be deemed to include, but not limited to:
Afghanistan, Albania, Armenia, Azerbaijan, Bahrain, Baltic States,
Bangladesh, Belarus, Bemen, Bhutan, Bosnia and Herzegovina, Brunei,
Bulgaria, Cambodia, China, Columbia, Croatia, Cuba, Czech Republic,
Egypt, Estonia, Georgia, India, Indonesia, Iran, Iraq, Jordan, Kazakhstan,
Kaliningrad, Kuwait, Kyrgyzstan,
Laos, Latvia, Lebanon, Lithuania, Macedonia, Malaysia, Maldives,
Malta, Moldova, Mongolia, Montenegro, Myanmar, Nepal, North Korea,
Oman, Pakistan, Palestinian Authority, Qatar, Saudi Arabia, Serbia,
Slovakia, Slovenia, South Korea, Sri Lanka, Syria, Taiwan, Tajikistan,
Thailand, Turkey, Turkmenistan, Ukraine, United Arab Emirates, Uzbekistan,
Vietnam, Yemen, Yugoslavia.
4.6
You acknowledge and agree that your application may be terminated
at any time if you live, operate, are deemed by us to operate, or
are based in the following countries and/or regions, and if we request
further information on your marketing activities and you fail to
respond in a manner deemed acceptable in our sole and exclusive
judgment within forty-eight (48) hours of such request, with Curious
Cash retaining any commissions or fees to which you would otherwise
be entitled under this Agreement as liquidated damages. These
countries and/or regions stipulated under this clasue shall be deemed
to include, but not limited to:
Argentina, Belgium, Brazil, British Virgin Islands, Canary Islands,
Caribbean, Chile, Costa Rica, Cyprus, Dominican Republic, Dutch
Antilles, Ecuador, Greenland, Hungary, Iceland, India, Israel, Japan,
Liberia, Mexico, Philippines, Poland, Romania,
Russia, Singapore, Spain, Uruguay, Venezuela.
5.
Cooperation with Investigations
5.1
You acknowledge and agree that Curious Cash reserves the right to
cooperate in any investigation relating to activities involving
any violation of this Agreement, including disclosure of your account
information to third parties.
6.
Warranty and Indemnification
6.1
You hereby agree to defend, indemnify and hold us and our subsidiaries
and affiliates, and their directors, officers, employees, agents,
shareholders, affiliates, members, and other owners, harmless against
any and all claims, actions, demands, liabilities, losses, damages,
judgments, settlements, costs and expenses and including our attorneys'
fees (any or all of the foregoing hereinafter referred to as "losses")
insofar as such losses, or actions in respect thereof, arise out
of or are based on:
(1) Any failure or breach of any representation, warranty, covenant,
or agreement made by you herein;
(2) Any misuse of the Curious Cash name or Marketing Materials;
or
(3) Any claim related to your site, including, without limitation,
content therein not attributable to us.
7.
Commission/Referral Fees Payable To Marketing Affiliates
7.1
For each person who follows a Link from your website to a Curious
Cash Website and becomes a subscriber to a Curious Cash Website,
you will receive a referral fee or commission as set forth at
http://www.curiouscash.com.
7.2
In order for a commission to be paid, the visitor who you referred
to a Curious Cash Website will be tracked by our internal tracking
system. No commission will be paid if the visitor to our site cannot
be tracked by our system.
7.3
All commissions and referral fees due and payable hereunder shall
be payable in United States Dollars.
7.4
We reserve the right to reject traffic that does not comply with
certain requirements that we have periodically, or may in the future,
establish.
7.5
We will be solely responsible for all aspects of traffic recording.
We will track the volume of traffic generated by your site and will
make unaudited reports, summarizing this activity, available online
to you via http://www.curiouscash.com.
The form, content and frequency of the reports may vary from time
to time in our discretion.
7.6
To permit accurate tracking, reporting, and fee accrual, you must
ensure that the Links between your site or marketing channel and
our Websites are properly formatted.
7.7
You shall not be entitled to a commission or referral fee from us
for any subscription that we reasonably determine is the result
of possible fraudulent activity or where we, in our sole opinion,
determine that your aggregate account activity differs from historical
or industry averages.
7.8
Some,
or even most, of the sites on Curious Cash's exit consoles are not
in the Curious Cash Program and therefore you will receive no compensation
for those exit sales under the Curious Cash Program.
7.9
A
commission will be paid to you only if the visitor to the applicable
Curious Cash Site can be tracked by our system from the time of
the Link to the time of the sale. In other words, you will receive
no commission if a visitor arrives at a Curious Cash Site via your
site or marketing channel without subscribing to any services, navigates
away from the Curious Cash Website, and later returns to the Curious
Cash Website other than from your Affiliate Site and subscribes
to a membership.
7.10
No
commission will be paid to you if the visitor's membership payment
at the Curious Cash Site cannot be tracked directly to your account
by our system or if full payment for services is not made to us
by the customer, including, but not limited to, instances of credit
card charge-backs, cancellations and other refunds. No commission
will be paid to you for subscribers who are below the age of majority
in their resident jurisdiction, or who reside in a jurisdiction
that otherwise prohibits such person's use of or subscription to
the Curious Cash Site or services offered thereon.
7.11
No
commission will be paid to you for signups by you or anyone within
your organization, or for subscribers who we determine were referred
by you in violation of this Agreement or otherwise through actual
or possible fraudulent activity (such as through the use of fraudulent
names, e-mail addresses or credit cards).
7.12
Commissions due and owing to you under the Program will be paid
to you directly by Company on a pay period basis as described on
http://www.curiouscash.com.
7.13
Payments due and owing to you for a pay period of less than $100.00
will be rolled over into subsequent payment periods until at least
$100.00 is reached, at which time you will receive payment.
7.14
Payments will be in the form of a check in US dollars payable to
you, as identified in your application, and will be mailed to the
street address indicated in your application, but you may request
and receive payment via bank wire transfer, provided you pay the
costs associated with the wire.
7.15
If you dispute the manner or amount of calculation of your commission
with regard to any given payment period, you must inform us in writing
within sixty (60) days of said payment, otherwise you are deemed
to have waived your right to challenge said payment calculation.
8.
Customers
8.1
Each visitor who follows a Link from your website or through your
marketing channel to a Curious Cash Website and becomes a subscriber
to a Curious Cash Website will be deemed to be a customer of Curious
Cash. This includes any visitor who may click on a link and/or
enter details into any form contained on a Curious Cash Website
or from an console or other tool promulgated by a Curious Cash Website.
9.
Subscription Chargebacks and Subscription Refunds
9.1
For the purposes of this Agreement, a subscription chargeback ("chargeback")
is defined as a refund of payment for customers after their credit
card, or other, payment has been processed at a merchant level and
a subscription refund ("refund") is defined as customers
who cancel their memberships and receive a credit from Curious Cash
for payments already made.
9.2
Marketing Affiliates whose sales under the program result in subscription
chargebacks, shall be levied with a chargeback administration fee
of US$25.00 per chargeback incidence, in addition to the reversal
of any and/or all commissions paid or due for payment related top
the chargeback(s) on their Curious Cash accounts. This fee
is passed on directly by Curious Cash to Marketing Affiliates from
merchant level.
9.3
Marketing Affiliates whose sales under the program result in subscription
refunds, shall be levied with a credit administration fee of US$5.00
per refund incidence, in addition to the reversal of any and/or
all commissions paid or due for payment related top the chargeback(s)
on their Curious Cash accounts. This fee is passed on directly
by Curious Cash to Marketing Affiliates from merchant level.
9.4
With the exception of clause 9.5 hereunder, Marketing Affiliates
whose sales under the program result in subscription chargebacks
of one percent (1%) or greater or subscriptions refunds of two percent
(2%) or greater in any stipulated monthly period, MAY, at the sole
discretion of Curious Cash, constitute a basis for terminating this
Agreement and for Curious Cash retaining any commissions or fees
to which you would otherwise be entitled under this Agreement as
liquidated damages. Such ratios of chargebacks and refunds
to sales shall be made on a per transaction basis, with no regard
to the relative value of each transaction.
9.5
Notwithstanding the requirements of clause 9.4 above, Curious Cash
rewards long term associations with Marketing Affiliates, and affiliates
who have been actively promoting Curious Cash Websites for a period
exceeding three (3) months, may have their chargeback and refund
ratios, for the purpose of clause 9.4 above, calculated over the
lifetime of their Curious Cash account, up to a maximum period of
the previous twelve (12) months.
10.
Modifications to Program
10.1
We reserve the right, in our sole and exclusive discretion, at any
time to vary, alter, amend, modify, revise or to terminate the Program
including the method and terms of all payment benefits to Marketing
Affiliates. Any changes posted on the http://www.curiouscash.com
Website shall be binding upon you immediately upon publication of
said changes at that Website, unless we designate otherwise.
10.2
Notwithstanding the foregoing clause 10.1, we have the right, in
our sole and exclusive discretion, to restructure and adjust commissions
and/or referral fees on an individual basis by providing written
notice to you through publication of the http://www.curiouscash.com
Website. The Adjusted Fees shall supercede the commissions or referral
fees listed at http://www.curiouscash.com
as amended from time to time.
10.3
It shall be your sole obligation to check the
http://www.curiouscash.com site regularly to determine if there
have been any changes in the Program.
11.
No Joint or Collaborative Venture
11.1
Nothing in this Agreement is intended to create or constitute a
joint or collaborative venture, employment relationship or partnership
of any kind between you and Curious Cash. You acknowledge and agree
that we have no control or ownership interests of any kind in your
business, your website and/or your marketing channels. You acknowledge
and agree that you have no financial or other interest in Curious
Cash or any property owned by Curious Cash, its affiliates, licensees,
agents, successors or assigns.
12.
Limitation of Liability
12.1
Neither we nor our subsidiaries and affiliates, and their directors,
officers, employees, agents, shareholders, affiliates, members,
and other owners, will be liable for indirect, incidental, special,
or consequential punitive or multiple damages, including without
limitation any damages resulting from loss of use, loss of business,
loss of revenue, loss of profits, or loss of data, arising in connection
with this Agreement, Curious Cash's performance of services or of
any other obligations relating to the Agreement, even if we have
been advised of the possibility of such damages. Further, our aggregate
liability, and your total recovery, arising with respect to this
Agreement will not exceed the total commissions paid or payable
to you under this Agreement or One Thousand United States Dollars
(US$1,000.00), whichever is less. The foregoing limitation of liability
shall apply regardless of the cause of action under which such damages
are sought.
13.
No Representations of Success, Profitability or Reliability
13.1
You hereby confirm and acknowledge that you have unilaterally decided
to enter an Internet service business and acknowledge that it is
a high-risk business. You further confirm, acknowledge and expressly
agree that neither Curious Cash, any agent, licensee or representative
of Curious Cash, nor any other person has at any time in the past,
represented to you or has otherwise directly or indirectly communicated
in any manner to you any guarantee, reassurance or any other communication
of any kind regarding:
(a) The potential profitability or likelihood of success of your
participation in the Program as set forth in this Agreement or otherwise;
(b) The possibility or likelihood that use of any products and/or
services provided by Curious Cash pursuant to this Agreement can
or will result in you recouping any funds expended by you for the
promotion of your website or any other purpose; or
(c) The existence, non-existence, size or any other characteristics
of any market for any products or services which involve your participation
in the Program pursuant to this Agreement.
13.2
We will endeavor to keep the program at maximum reliability however
we will not be liable for losses due to downtime or any other unforeseen
circumstances.
13.3
You hereby confirm and acknowledge that we make no representation
that the operation of our Websites will be uninterrupted or error-free,
and we will not be liable for the consequences of any service interruptions
or errors.
13.4
We, our associates, partners and other
involved sponsors make no express or implied warranties or representations
with respect to the Program or any Company or sponsor services or
other items or services sold through the Program (including, without
limitation, warranties of fitness, merchantability, non-infringement,
or any implied warranties arising out of a course of performance,
dealing, or trade usage). ANY AND ALL SUCH EXPRESS OR IMPLIED WARRANTIES
ARE HEREBY FULLY DISCLAIMED TO THE EXTENT PERMITTED BY LAW.
14.
No Monitoring or Supervision Provided By Us
14.1
We have no obligation to monitor, supervise or review content appearing
or otherwise distributed on, at or in association with your website.
You assume the full and sole responsibility and liability for the
decision to display or include content on your website, to distribute
or make the content available to the viewers of your website in
various geographical areas, and for all decisions relating to the
manner in which you permit or restrict access to your website.
15.
Term and Termination of Agreement
15.1
You acknowledge and agree that the term of this Agreement is at
will, and this Agreement and/or the Program may be terminated by
Curious Cash, in its sole and exclusive discretion, at any time,
with or without prior notice or cause.
15.2
You may voluntarily elect to terminate your participation in the
Program by notifying Us by E-mail at
affiliates@curiouscash.com of your intent to terminate your
participation at least twenty-one (21) days in advance. In this
event, your account shall be paid out if any monies are rightfully
owing, less administrative charges, and your account record removed
from the Program.
15.3
If this Agreement is terminated because you have violated, failed
to perform, or breached, any part of the terms of this Agreement,
you are not eligible to receive any commission or referral payments,
even for commissions earned prior to the date of termination. Such
commissions or payments will be retained by us as liquidated damages.
15.4
If this Agreement is terminated because you have violated, failed
to perform, or breached, any part of the terms of this Agreement,
and separate and distinct from any liquidated damages able to be
retained by us from your account, Curious Cash reserves the right
to actively pursue further damages and/or specific performance from
you as a result of such termination.
15.5
If you Curious Cash account maintains a negative account balance
for a period in excess of one (1) month, this MAY constitute a basis
for terminating this Agreement and for Curious Cash retaining any
commissions or fees to which you would otherwise be entitled under
this Agreement as liquidated damages.
15.6
If this Agreement is terminated for any reason, you are only eligible
to earn a commission on sales occurring during the term of the Agreement,
and commission earned through the date of termination will remain
payable only if the related orders are not cancelled or returned.
You will have no right or entitlement to ANY commission that may
be earned under your account as and from the date and time of termination
of this Agreement.
15.7
Upon termination, and if you remain eligible to receive any payment(s),
Curious Cash reserve the right to withhold your final payment for
a period of up to six (6) months to ensure that the correct amount
is paid and any reversals are adequately accounted for.
16.
Survival of Your Obligations
16.1
All your warranties, indemnities and obligations, which by their
nature are designed to survive termination, shall extend beyond
the termination of this Agreement.
17.
Entire Agreement
17.1
This Agreement constitutes the entire agreement between you and
Curious Cash with respect to the subject matter hereof and supersedes
and cancels all other prior agreements, discussion, or representations,
whether written or oral, and should any other future and/or subsequent
written or oral agreement, discussion or representation be in conflict
with the stipulations of this Agreement, then the stipulations of
this Agreement in its current form will take complete precedence.
18.
Waiver
18.1
You acknowledge and agree that the failure of Curious Cash to enforce
any of the specific provisions of this Agreement shall not preclude
any other or further enforcement of such provision(s) or the exercise
of any other right hereunder at any time at the sole discretion
of Curious Cash.
19.
Assignment
19.1
You agree that all promises, obligations, duties and warranties
made by you in this Agreement are personal to you and/or the entity
you represent or act under authority for, and that neither they
nor any benefits hereunder may be assigned by you to any other person
or entity. Curious Cash may at any time, and without prior notice
to you, freely assign all or part of its duties, obligations and
benefits hereunder.
20.
Arbitration and Choice of Law
20.1
The parties agree that any dispute, claim or demand arising out
of or in relation to this Agreement (excluding claims concerning
the validity, ownership or control of the Marketing Materials; any
claim asserted by one party against the other party arising out
of the subject matter of any court litigation or proceeding commenced
by any third party against one party in which the other party is
an indispensable party or third party defendant; or any claim asserted
by a third party which is not bound and will not, upon request of
either party, agree to arbitrate subject to the arbitration rules
provided herein against one party in which the other party is an
indispensable or necessary party) which are not first resolved informally,
shall be determined by binding arbitration in Singapore in accordance
with the prevailing rules, procedure and/or legislation for the
conduct of arbitrations within that jurisdiction in effect on the
date of commencement of such arbitration. The jurisdiction of the
arbiter (or arbiters) with respect to legal matters shall be limited
only by the prevailing statutory and common law of Singapore.
20.2
This Agreement and all its provisions
shall be deemed to made entirely by parties within, and shall be
governed by and construed in accordance with the prevailing
statutory and common law of Singapore,
without regard to the conflict of laws provisions thereof. Any and
all disputes hereunder which are not first resolved between the
parties shall be submitted exclusively to the courts located in
Singapore having proper jurisdiction, and you hereby submit to the
personal jurisdiction of such courts. For purposes of interpretation,
both you and we shall be deemed to have mutually drafted this Agreement.
You acknowledge that the terms hereof are fair and reasonable, and
that you have had reasonable opportunity to seek the advice of legal
counsel with regard to this Agreement and your performance hereunder.
21.
Severability
21.1
If any provision of this Agreement is held to be unenforceable under
applicable law, such provision shall be excluded from this Agreement,
and the balance of this Agreement shall be interpreted as if such
provision was so excluded and shall be enforceable in accordance
with its modified terms.
22.
Headings Within This Agreement
22.1
The headings in this Agreement are for convenience only and do not
in any way limit or amplify the terms or conditions of this Agreement.
23.
Reservation of Our Rights
23.1
We reserve the right to refuse entry to our programs of any person
or entity based on the content of their website, suitability of
their marketing channel quality of traffic, or for any other reason
and we further reserve the right to refuse payment for fraud or
breaches of this agreement and retaining any commissions or fees
to which you would otherwise be entitled under this Agreement as
liquidated damages.
24.
Confidentiality
24.1
We may disclose to you certain information
as a result of your participation in the Program, which information
we consider to be confidential (herein referred to as "Confidential
Information"). For purposes of this Agreement, the term Confidential
Information shall include, but is not limited to, any modifications
to the terms and provisions of this Affiliate Program Agreement
made specifically for your Affiliate Site and not generally available
to other members of the Program, website, business and financial
information relating to Company or its sponsors, customer and vendor
lists relating to Company or its sponsors and any members of the
Program, other than you. Confidential Information shall also include
any information that we designate as confidential during the term
of this Agreement. You agree not to disclose any Confidential Information
and that such Confidential Information shall remain strictly confidential
and secret and shall not be utilized, directly or indirectly, by
you for your own business purposes or for any other purpose except
and solely to the extent that any such information is generally
known or available to the public or if same is required by law or
legal process. Should you receive a court notice, complaint or subpoena
requesting or seeking to compel disclosure of Confidential Information,
you shall immediately inform Company and Company shall have the
right, and be given the opportunity, to obtain a protective order
to prevent disclosure of such Confidential Information. 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 or such third person's use of the information. ANY AND
ALL SUCH EXPRESS OR IMPLIED WARRANTIES ARE HEREBY DISCLAIMED TO
THE FULL EXTENT PERMITTED BY LAW.
25.
Representations
and Warranties.
25.1 You hereby
represent and warrant to us that this Agreement has been duly and
validly executed and delivered by you and constitutes your legal,
valid and binding obligation, enforceable against you in accordance
with its terms; and 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 do not
and will not either violate nor constitute a default under the:
(i) 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.
26. Acceptance and Execution of this Agreement
By
CHECKING OFF THE Check box field "I have read, understand and
agree to the Terms and Conditions" and/or CLICKING ON THE "Submit
Form" BUTTON on the signup form, and/or by supplying Curious
Cash with all the required information to sign You up to the Program,
You are acknowledging that You agree to all of the terms, conditions,
promises, warranties, duties and obligations set forth herein. The
term of your participation (and this Agreement) will begin upon
Curious Cash's acceptance of your registration and end when terminated
as provided herein. |