NAUGHTYNICHE WEBMASTER
REFERRAL PROGRAM
This Agreement contains
the complete terms and conditions that apply to a webmaster’s
participation as a member of the NAUGHTYNICHE Adult, Webmaster’s
Referral Program (hereinafter “NAUGHTYNICHE Program”).
1. Enrollment in NAUGHTYNICHE Program.
To begin the enrollment
process, a webmaster desirous of participating as a member
in the NAUGHTYNICHE Program shall submit a completed Program
Application through the NAUGHTYNICHE website http://www.NAUGHTYNICHE.com/.
LINC COMMUNICATIONS (“LINC”), the owner and
operator of the NAUGHTYNICHE Program will evaluate your
application and will notify you as to whether or not your
application shall be accepted or rejected. LINC reserves
the right to reject any application that it determines,
in its sole discretion, is unsuitable for the NAUGHTYNICHE
Program for any reason, including, but not limited to,
if your site incorporates images or content that is unlawful,
defamatory, obscene, harassing or otherwise objectionable,
such as sites that facilitate illegal activity or promote
violence or promote or assist others in promoting copyright
infringement. You must be at least eighteen (18) years
of age to participate in this Program.
2. Utilizing Links on
Your Affiliate Website.
As an “Affiliate
Webmaster”, you may use any form of promotion you
choose, consistent with the terms of this Agreement including
the use of banners, full page of partial page advertisements,
button Links and/or text Links (all of the foregoing hereinafter
collectively referred to as “Links”) promoting
one or more of the NAUGHTYNICHE Websites. It is expressly
prohibited, however, for you to employ deceptive language
or misleading URL’s in the promotional content that
you choose and you SHALL NOT SPAM. Any activity by you
or on your behalf that we determine or reasonably suspect
to be the result of an unsolicited bulk e-mail program
will result in your immediate termination from the NAUGHTYNICHE
Program and your forfeiting of monies otherwise due you
hereunder. Allowable promotional Links may contain NAUGHTYNICHE's
trade names, service marks, and/or logos for display on
your Affiliate Website. 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 Affiliate
Website for the sole and exclusive purpose of promoting
NAUGHTYNICHE Websites, owned, operated or controlled by
LINC. In utilizing the Links, you will 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.
3. Commissions.
Affiliate Webmasters shall
be entitled to payment of commissions based on each individual
sign-up credited to you, subject to the following:
(a) LINC will pay you
a commission equal to 60% per signup and rebills coming
from your Links up to a maximum of 100 signups per calander
month. Signups and rebills in excess of 100 per calander
month receive a commission of 70% per signup.
(b) Commissions due and
owing to you under the NAUGHTYNICHE Program will be paid
to you directly by CCBILL Billing on a weekly basis not
later than 10 days following the week from which commissions
are to be paid with respect to signups concluded during
each such semi-monthly period. Affiliate Webmasters outside
of the United States and Canada shall be paid commissions
on a regular calendar monthly basis not later than the
10 days following the month for which commissions are
be paid. Payments due and owing for a pay period of less
than $25.00 shall be rolled over into subsequent pay periods
until a minimum of $25.00 is reached, at which time you
shall receive payment. Payments shall be in the form of
a cheque in US dollars payable to you, as identified in
your application, and will be mailed to the street address
indicated in your application. You may request and receive
payment via bank wire transfer provided, however that
you pay the costs associated with the wire.
(c) The Commission Rate
as stipulated above is subject to change from time to
time, upon e-mail notice to you, and to take effect 30-days
following the transmission of such notice. LINC shall
have the right to deduct from commissions payable to an
Affiliate Webmaster in any pay period, credit card charge-backs
or credit-backs accruing during the previous pay period.
It is to be noted that a commission will only be paid
if the visitor to an NAUGHTYNICHE Website can be tracked
by the system from the time of the Link to the time of
the sale. No commission will be paid if the visitor’s
payment in respect of any NAUGHTYNICHE Website cannot
be tracked directly to an Affiliate Website by LINC and
the NAUGHTYNICHE system, or if full payment for services
is not received by LINC from such visitor. No commission
will be paid for signups by an Affiliate Website, itself,
or anyone within the organization of an Affiliate Website.
4. Non-Exclusive Limited
License and Use of Affiliate Trademarks.
You grant to LINC a non-exclusive,
royalty-free license to utilize your names, titles and
logos and trademarks (collectively the “Affiliate
Trademarks”), to advertise, market, promote and
publicize in any manner the NAUGHTYNICHE Program or any
other rights accorded by you hereunder. Notwithstanding
anything herein to the contrary, LINC shall not be required
to advertise, market, promote or publicize the Affiliate
Trademarks. You hereby represent and warrant that you
are the sole and exclusive owner of the Affiliate Trademarks
and have the right and power to grant to LINC the license
to use same in the manner contemplated herein, and such
grant shall not (i) breach, conflict with or constitute
a default under any agreement or other commitment applicable
to you or binding upon you, or (ii) infringe upon any
trademark, trade name, service mark, copyright, or other
proprietary rights of any other third party. This license
shall terminate concurrently with the expiration or termination
of this Agreement.
5. Responsibility for
Your Site.
(a) You shall be solely
responsible for the development, operation and maintenance
of your Affiliate Website and for all materials that appear
on such Affiliate Website. LINC has no responsibility
for the development, operation and maintenance of your
Affiliate Website or for any materials that appear on
your Affiliate Website. You shall also be responsible
for ensuring that materials posted on your Affiliate Website
do not violate or infringe upon any laws, regulations,
ordinances, etc including, but without limiting the generality
of the foregoing, full compliance at all times with Section
2257 of Title 18 of the United states Code, or the rights
of any third parties (including by way of example but
without limitation, copyrights, trademarks, trade secrecy,
privacy, or other personal or proprietary rights), and
ensuring that materials posted on your site are not libelous
or otherwise illegal. You must have express, written permission
to use any such third party’s rights as above described.
LINC shall not be responsible if you use a third party’s
copyrighted or other proprietary material in violation
of the law. We will not be responsible if you use another
party’s copyrighted or other proprietary material
in violation of the law.
(b) In addition to the
provisions of (a), LINC reserves the right to terminate
your participation in the NAUGHTYNICHE Program should
LINC learn that you have engaged in any of the following:
(i) Unsolicited mass e-mail
advertisements or promotions; solicitations, Internet
Relay Chat postings or any other form of spamming, including,
but not limited to, newsgroups or AOL customers or otherwise
violate the anti-spamming policies of LINC or the laws
of any nation, state or province having lawful jurisdiction;
(ii) Provide inaccurate
or incomplete information to LINC concerning your identity,
bank account, address or other required information;
(iii) Attempt to cheat,
mislead, defraud LINC or any of its Officers responsible
for the NAUGHTYNICHE Program;
(iv) Misrepresent to the
public the terms and conditions or content of the NAUGHTYNICHE
Program or any of the NAUGHTYNICHE Websites or your own
Affiliate Websites;
(v) Own or operate an
Affiliate Website or any other website in connection with
a person who is under the age of 18 years;
(vi) You operate from
a foreign country for which LINC shall not accept accounts
or any other form of relationship or affiliation, including:
Albania, Armenia, Azerbaijan,
Belarus, Brazil, Bulgaria, China, Cost Rica, Croatia,
Czech Republic, Estonia, Georgia, Hungary, India, Indonesia,
Israel, Japan, Jordan, Kaliningrad, Kazakhstan, Korea,
Kyrgyzstan, Latvia, Lithuania, Malaysia, Moldova, Pakistan,
Philippines, Romania, Russia, Singapore, Slovakia, Slovenia,
Syria, Taiwan, Tajikistan, Thailand, Turkey, Turkmenistan,
Ukraine, United Arab Emirates, Uzbekistan and Yugoslavia.
6. Indemnification.
You hereby agree to indemnify,
defend and hold harmless LINC, its 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
LINC (collectively the “Losses”), insofar
as such Losses arise out of or are based upon (i) any
claim or threatened claim that LINC’s use of the
Affiliate Trademarks infringes on the rights of any third
party; (ii) the breach of any promise, covenant, representation
or warranty made by you herein; or (iii) or any claim
related to your Affiliate Website.
7. Term of the Agreement.
The Agreement shall commence
upon the date of LINC’s acceptance of your Affiliate
Program Application and shall continue until terminated
by either party. Such termination may be effected, with
or without cause, by either party giving the other party
notice of termination. Notice by e-mail to your address
of record with LINC, is considered sufficient notice for
such purpose. Should this Agreement be terminated due
to violation by you of the terms and conditions hereof,
you shall not be eligible to receive any commission payments,
including commissions earned prior to the date of termination.
If this Agreement is terminated for any other reason,
your entitlement to payment of commissions shall be limited
to signups occurring up to the date of termination, subject
to LINC’s right to make appropriate adjustments
in respect of credit card-charge backs or credit-backs
resulting from signups coming from your Links prior to
the date of termination. LINC reserves the right to withhold
any final payment for a reasonable time to ensure that
accurate and final adjustments against final amounts otherwise
payable, have been made.
8. Modification/Amendment
of Agreement.
LINC hereby expressly
reserves the right to modify or amend any of the terms
and conditions contained in this Agreement, at any time
and in its sole discretion. Notice of any such modification
or amendment by e-mail, to your address of record, or
the posting of same on the NAUGHTYNICHE Website shall
be deemed sufficient notice to you of any such modification
or amendment. Modifications or amendments may include,
without limitation: (i) changes in the scope of available
commissions; (ii) commission schedules and payment procedures;
and (iii) Affiliate Program rules. All such modifications
or amendments shall take effect 48 hours from the time
of notice given as above articulated unless LINC expressly
indicates otherwise. If any modification or amendment
is unacceptable to you, your only recourse is to terminate
this Agreement. Your continued participation in the Affiliate
Program, following our posting of a notice of modification
or amendment shall constitute your acceptance thereof.
9. Relationship of Parties.
LINC and Affiliate Webmasters
are independent contractors, and nothing herein contained
shall be construed to place the Parties in the relationship
of partners, joint venturers, agents or representatives
of each other. You shall have no authority to make or
accept any offers or representations on LINC’s behalf,
nor shall you make any statement, whether on your Affiliate
Website or otherwise, that contradicts or violates anything
in this Section 10. LINC hereby expressly disclaims responsibility
for any conduct by you in violation of the terms of this
Agreement.
10. Limitation of Liability.
LINC shall 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 NAUGHTYNICHE Program, even
if LINC has been advised of the possibility of such damages.
Further, LINC’s aggregate liability arising with
respect to this Agreement and the NAUGHTYNICHE Program
shall not exceed the total commissions paid or payable
to you in accordance with this Agreement.
11. Disclaimers.
LINC hereby disclaims
any express or implied warranties or representations with
respect to the NAUGHTYNICHE Program or any services or
other items sold through the NAUGHTYNICHE Program (including,
without limiting the generality of the foregoing, warranties
of fitness, merchantability, non-infringement, or any
implied warranties arising out of a course of performance,
dealing, or trade usage). LINC further disclaims responsibility
for the consequences of any interruptions or errors in
the operation of the NAUGHTYNICHE Program or the NAUGHTYNICHE
Website.
12. Representations and
Warranties.
You hereby represent and
warrant your complete and unconditional acceptance of
this Agreement, including all of the terms and conditions
contained herein, and that such acceptance constitutes
your legal, valid and binding obligation, enforceable
against you, and that your acceptance and performance
of this Agreement are within your legal capacity and power
and have been duly authorized by all requisite action
on your part and require the approval or consent of no
other persons. You further represent and warrant that
your acceptance and performance of this Agreement does
not violate or constitute a default under the provisions
of any law, rule, ordinance, regulation, order or decree
to which you are subject or which is binding upon you,
or the terms of any other agreement, document, undertaking,
or instrument applicable to you or binding upon you. Should
LINC receive from any law enforcement agency or internet
service provider notice that you have engaged in transmission
of unsolicited bulk e-mails or have otherwise engaged
in conduct that is unlawful or in violation of said internet
service provider’s terms of service, LINC reserves
the right to collaborate in any investigation relating
to your activities including disclosure of your account
information recorded with LINC in your capacity as an
Affiliate webmaster.
13. Confidentiality/Non-Disclosure.
LINC may disclose to you
as a result of your participation in the NAUGHTYNICHE
Program, information confidential to LINC (herein “Confidential
Information”). For purposes of this Agreement, the
term “Confidential Information” shall include,
without limitation: (i) any modifications to the terms
and conditions of this Agreement made specifically for
your Affiliate Website and not generally available to
other members of the NAUGHTYNICHE Program; (ii) website,
business and financial information relating to LINC; (iii)
customer and vendor lists of LINC; and (iv) any members
of the NAUGHTYNICHE Program. Confidential Information
shall also include any information that we designate as
confidential throughout the life of this Agreement. You
agree to hold all such Confidential Information in total
confidence and not to disclose all or any part thereof
to anyone, nor shall it 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 information
has become generally available to the public or is legally
required to be disclosed. Should you receive a court notice,
complaint or subpoena compelling you to disclose Confidential
Information, you shall immediately give notice to LINC
at least 10 days prior to any such compelled disclosure
and collaborate closely with LINC in respect of any measures
that LINC may elect to take by way of legal process or
otherwise to obviate, limit or contain any such compelled
disclosure. LINC makes no warranty express or implied,
with respect to any Confidential Information delivered
hereunder, including implied warranties of merchantability,
fitness for a particular purpose or freedom from patent,
trademark, copyright or any other infringements, whether
arising by law, custom or conduct, or as to the accuracy
or completeness of the information and LINC shall not
have any liability to you or to any other person resulting
from your or such third person’s use of such information.
14. General Provisions.
(i) Affiliate Webmasters
whose membership in the NAUGHTYNICHE Program has been
terminated cannot later apply to the NAUGHTYNICHE Program
without LINC’s express written consent;
(ii) You may not assign
this Agreement, by operation of law or otherwise, without
the express prior written consent of LINC;
(iii) Subject to (ii)
this Agreement binds the Parties hereto as well as their
respective successors and assigns;
(iv) LINC’s failure
or delay to enforce any of its rights under this Agreement
shall not be deemed a continuing waiver or renunciation
of such right or recourse and LINC may, within the time
provided by applicable law, commence appropriate legal
proceedings to enforce any or all such rights;
(v) If any provision of
this Agreement is held invalid or unenforceable, it shall
not, in any manner, have any effect on the enforceability
of other Sections, paragraphs or provisions hereof;
(vi) Neither Party shall
be considered in default under this Agreement if failure
to meet their obligations are delayed or prevented due
to an external unforeseeable and irresistible event rendering
it impossible to fulfill any such obligations;
(vii) This Agreement shall
be construed, governed and enforced in accordance with
the laws of Quebec, Canada and all suits arising out or
related to this Agreement shall be brought in the courts
of Quebec;
(viii) This Agreement
represents the full and complete understanding of the
Parties with respect to it subject matter and may not
be modified except by the express mutual consent of LINC
and the Affiliate Webmaster.
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Any additional questions
or comments please contact SUPPORT@NAUGHTYNICHE.com or
call our toll free number
1-866-808-LINC
