| This Standard Affiliate Agreement
("Agreement") contains the complete terms and conditions
that apply to an individual's or entity's participation in the Monigarr.com
(the “Website”) affiliate program ("Affiliate
Program"). As used in this Agreement, "we",
“us” and "Monigarr.com" means the website Monigarr.com
and its owner and operator, Monigarr.com , and
"you" and “Affiliate” mean the individual or entity
which applied as the "BENEFICIARY" for payment purposes
on our sign up form ("Affiliate
Registration Form").
1.1 This is Version 1 of the Agreement, as released and posted
at the date mentioned below . This Version 1, modifies, replaces
and supersedes all prior versions of this Agreement.
1.2 By marketing for and referring new customers to Monigarr.com
through an affiliate tracker program, YOU AGREE TO BE BOUND BY ALL
THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT. On your
acceptance of this Agreement Online or on your sending to Monigarr.com
a signed version of this Agreement to the postal address as set
out above, we will automatically become counter-party to this
Agreement.
1.3 IF YOU DO NOT WISH TO ACCEPT ALL THE TERMS AND CONDITIONS OF
THIS AGREEMENT, THEN DO NOT PROMOTE Monigarr.com.
2.1 “Account” is the uniquely assigned account that is
created for customer when he/she becomes a customer of
Monigarr.com.
2.2 “Affiliate ID” means the username you are assigned when
you sign up as a participant in the Affiliate Program .
2.3 “Affiliate Fee" is the amount due and payable to you,
based solely on Monigarr.com’s system's data, in accordance with
Monigarr.com 's Affiliate Payment Schedule.
2.4 “Affiliate Section” means the area of the Website that is
accessible to you by way of your Affiliate ID and password and is
the area where you may check your sales stats, update your
profile, select Banners and other functions.
2.5 “Banners and Text Links" means the graphical artwork or
text that you use to hyperlink prospective customers from your
site to Monigarr.com 's Website.
2.6 “Fraud Traffic" means customers or traffic generated at
the Website through illegal means or in bad faith to defraud us,
regardless of whether or not it actually causes us harm. Fraud
Traffic includes but is not limited to spam, false advertising,
customers generated on stolen credit cards, collusion,
manipulation of the service, system, bonuses or promotions, offers
to share the Affiliate Fee directly or indirectly with customers,
and any other unauthorized use of any third party accounts,
copyrights or trademarks.
2.7 “Monthly Gross Revenue" means Gross Revenue as
calculated at the end of each calendar month for calculation of
your Affiliate Fee which is typically paid within 7 days after the
end of each calendar month.
2.8 “Sign Up Bonus Incentives” are occasional special offers
to customers that give them extra giveaways when they become a
customer of Monigarr.com .
2.9 "Website" means the Monigarr.com website located at,
internet alias, http://www.Monigarr.com
and its related pages.
2.10 "Spam" or "Unsolicited Promotions" means
emails or any other messages that are circulated by you, directly
or indirectly, including messages that are posted on newsgroups, chat boards
and other types of Online forums and which:
1) are directed at people who have not consented to receiving
promotional messages from you;
2) contain false or misleading statements;
3) do not truthfully identify the source or the originating IP
Address; or
4) do not provide the recipient with an option to easily
"Remove" them from receiving future mailings or
promotions.
2.11 “Tracker" means the unique Tracking URL that we
provide exclusively to you, through which we track and calculate
Affiliate Fees.
2.12 “Tracking URL" means a unique hyperlink to the
Website through which you refer potential customers to the
Website. When the customer opens his/her Account, the system
automatically logs the Tracking URL and records you as the
Affiliate.
2.13 “Per Sign Up Plan" means we pay you based on the
number of Customers that opened an account at Monigarr.com after
clicking on a Tracking URL used by you or entered a Sign Up
Bonus Code when they signed up.
2.14 “Customer(s)" or “Customer’s Account” means
the Account(s) opened at the Website by a person, via a Tracker
assigned to you and who makes the minimum required deposit
within 30 days of opening the Account.
3.1 Identity and Disclosure. You must provide true and
complete information to us at all times; including but not limited
to, your identity, contact information, payment instructions,
nationality, residency, location and nature of your marketing
activities, and any other information that we may request from
time to time.
3.2 Marketing Activities and Responsibilities. You will, at
your own cost and expense, market to and refer potential customers
to the Website. You will be solely responsible for the content and
manner of your marketing activities. All marketing activities must
be professional, proper and lawful under applicable rules or laws.
You represent and warrant that you will not place Banners or Text
Links to us on any website, or use any media or medium, which is
libelous, discriminatory, obscene, unlawful or otherwise
unsuitable or which contains sexually explicit, pornographic,
obscene or graphically violent materials. You will not actively
target your marketing to any persons who are less than 18 years of
age, regardless of the age of majority in the location you are
marketing.
3.3 Approved Marketing Materials. You will only use the
Banners and Text Links and any other marketing materials that have
been provided by us and/or pre-approved by us (collectively the
“Marketing Materials”). You will not modify the Marketing
Materials without our prior written consent. During the term of
this Agreement, we grant you a terminable, non-exclusive,
non-transferable right to use the Marketing Materials for the sole
purpose of marketing to and referring potential customers to the
Website. Generally we will provide you, without charge, the
guidelines, graphical artwork and permitted text to use in
promotional materials. However, CDs and other customized
promotional materials provided to you will be AT COST and deducted
from Affiliate Fees payable to you. Under no circumstance are you
allowed to use the Marketing Materials and any other promotional
materials provided by us in a manner that may potentially confuse
a potential customer.
3.4 Competitive Marketing. For the avoidance of doubt it is
hereby clarified that you shall not be entitled to market to
potential customers
(i) on any Internet site on which we promote the
Website;
(ii) on any Internet search engine on which we promote
the Website; and
(iii) in any other manner which results in your competing
with us in relation to the promotion of the Website. In the
event that you are in breach of the foregoing provisions, we
reserve the right to render the Tracking URLs assigned to you
inoperative and you shall have no claims against Monigarr.com,
its owner or their directors, officers, shareholders or
employees in respect of such action taken by us.
3.5 Non Assignment. Tracking URLs are for your sole
use and are not to be assigned to others without our written
consent.
3.7 Commercial Use Only. This Marketing opportunity is
for commercial use only, and you may not sign up or make
deposits to any Account, directly or indirectly, through your
Tracker(s) for your own personal use, to fraudulently increase
the Affiliate Fees payable to you or to otherwise defraud us. In
no event are you to receive Affiliate Fees on Gross Revenue
generated on your own Customer Account. Violation of this
provision constitutes Fraud Traffic and will grant to us the
right to immediately terminate this Agreement and to withhold
payment to you of amounts generated through such Fraud Traffic.
3.8 Good Faith Marketing. You will not knowingly or
unknowingly benefit from any known, unknown, suspected or
unsuspected Fraud Traffic. For clarity, we reserve the right to
withhold or back out amounts generated by Fraud Traffic from
Affiliate Fees on the Tracking URLs , regardless of whether you
participated in or knew about the Fraud Traffic. In the event
that we determine that you have knowingly participated in, or
knowingly benefited from, Fraud Traffic with the intent to
defraud us, then we may terminate this Agreement effective
immediately and withhold any and all Affiliate Fees due to you.
3.9 Customer Information. By opening an Account at the
Website, customers will be subject to all of our rules, policies
and operating procedures that govern their activity at the
Website and with Monigarr.com 's products and
services. We reserve the right to refuse service to any
potential Customer and to close the Account of any Customer, at
any time, in our sole discretion. All data relating to the customers
will remain our sole and exclusive property and you acquire no
right to such information, except as expressly stated herein.
4.1 Reports. We will track and report Customer
activities for purposes of calculating your Affiliate Fees. The
form, content and frequency of the reports may vary from time to
time in our sole discretion. At a minimum you will receive a
monthly report with your payment indicating the number of new customers
signed up that month, and/or the total amount of Monthly Gross
Revenue collected from customers that month, per Tracker. In
addition, this information will be available to you online in real
time, under password protection, to view the daily number of new customers,
number of customers and/or Gross Revenue for the current and prior
calendar month.
4.2 Affiliate Fees. You will be paid, on a monthly calendar
basis, according to the amounts stated on the sign up form (as
confirmed to you by E-mail). Notwithstanding the foregoing, we may
elect to not accept your affiliate application and we shall notify
you of such decision within seven (14) days of your application to
join the Affiliate Program.
4.3 Time of Payment. Affiliate Fees will be paid and sent
out to you within fifteen (15) days of the close of each calendar
month, except that, if the total amount due is less than $50, the
balance will be carried over and added to the next month's
Affiliate Fees until the total amount is more than $50. In the
event, the balance amount carried over does not total $50 within a
consecutive three (3) month period, then the amount due will be
sent to your paypal account, and we may terminate this Agreement.
4.4 Holdover for Fraud Traffic. In the event of any
activity deemed suspicious by us, in your Account or in multiple
Accounts, then we may delay payment of the Affiliate Fees to you
for up to one hundred and eighty (180) days to verify the relevant
transactions and in the event that we determine the activity to
constitute Fraud Traffic, we shall be entitled to recalculate or
withhold your Affiliate Fees accordingly and in our sole
discretion.
4.5 Method of Payment. All payments will be due and payable
in Canadian Dollars only. Payment will be made by check, wire, ACH
or any other method as we in our sole discretion decide; however
we will try to accommodate your preferred payment method. Charges
for wires or courier charges for checks will be covered by you and
deducted from your Affiliate Fee.
4.6 Customer Tracking. You understand and agree that
potential customers must link through a Tracking URL or enter a
Sign Up Bonus Code when they sign up in order for you to receive
Affiliate Fees in relation to such potential customers. In no
event, are we liable for your failure to use the right Tracking
URL or for potential customers' failure to properly enter Sign Up
Bonus Codes.
4.7 Disputes. Deposit of payment check, acceptance of
payment transfer or acceptance of other payment by you will be
deemed full and final settlement of Affiliate Fees due for the
month indicated. Hence, if you disagree with the reports or amount
payable, do NOT accept payment for such amount and immediately
send us written notice of your dispute. Dispute notices must be
received within thirty (30) days of the end of each month for
which payment is made, or your right to dispute such report or
payment will be deemed waived and you shall have no claims in such
regard.
4.8 Customer Verification. Affiliate Fees in relation to
new customers will be dispatched only following our verification
and checks concerning all new customers.
4.9 Negative Gross Revenue: In the event that the Gross
Revenue quotient is a negative amount during any given period(s),
such negative amount shall be carried forward and deducted from
the Gross Revenue amount of the relevant subsequent period of
time. In the event that the Gross Revenue quotient is a negative
amount for three (3) consecutive calendar months, we shall be
entitled to terminate this Agreement.
5.1 Term and Termination. This Agreement will take
effect when you start promoting the Website. This Agreement will
be continuous until terminated pursuant to this Section 5.
Notwithstanding the foregoing and during a period of seven (7)
days following your receipt from us of your Tracking URLs , we
reserve the right to refuse your application to join the Affiliate
Program. In the event that we elect to refuse your application
subsequent to your receipt of the Tracking URLs , we shall notify
you of the same and we shall be entitled to render the Tracking URLs
inoperative.
5.2 Termination By You. You may terminate this Agreement,
with or without cause, immediately upon written notice to us. In
addition, you may cease marketing the Website any time you want.
5.3 Termination By Us. We may terminate this Agreement,
with or without cause, upon thirty (30) days written notice to
you. Further, we may terminate this Agreement immediately, without
notice, in the following events:
a. You materially breach this Agreement and do not cure
within fifteen (15) days of notice to cure.
b. The total cumulative balance of Affiliate Fees due to
you is less than $50 for three (3) consecutive months; and
c. We determine, in our reasonable discretion, that you
knowingly benefited from Fraud Traffic as set forth in Section 2.8
herein.
d. The total number of new customers introduced by you in a
sixty day period is less than 1.
5.4 Effect of Termination: The following will apply upon
the effective date of termination:
a. You will cease promotional activity and all rights and
licenses given to you under this Agreement will terminate
immediately, except as expressly stated herein;
b. You will return all confidential information and cease
use of any of our trade names, trademarks, service marks, logos,
banners and other designations of Monigarr.com;
c. We may leave open, redirect or deactivate any Tracking URLs
in our sole discretion without any obligation to pay you on new customers
who come in or would have come in on those Tracking URLs ;
d. We will continue to pay you Affiliate Fees for all
existing customers who signed up through the effective date of
termination and on any Gross Revenue generated by these customers
for as long as they continue to be our customers in accordance
with this Agreement and any other agreements to which they have
agreed to; however if we suspect Fraud Traffic, we may withhold
payments for up to one hundred eighty (180) days, from the
original due date, to ensure that the payment is correct and that
any fraud has been reversed out;–
e. In the event we determine, in our reasonable discretion,
that you knowingly participate in Fraud Traffic, as set forth in
Section 2.8 herein, we may in our sole discretion stop, cancel and
withhold all your Affiliate Fees; and in such case, we do not
waive any other legal rights we have against you; and
f. You shall render permanently inoperative any URLs which
were used by you under this Agreement where such URLs contain any
combination of the words Monigarr.com , A.I.
Guardian Kits, and A.I. Cyborg Kits.
6.1 No Warranties. WE DO NOT WARRANT THAT OUR SYSTEM,
NETWORK, SOFTWARE OR HARDWARE (OR THAT PROVIDED TO US BY THIRD
PARTIES) WILL BE ERROR-FREE OR UNINTERRUPTED. WE MAKE NO
WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE QUALITY,
MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR SUITABILITY OF
OUR SYSTEM, NETWORK, SOFTWARE OR HARDWARE (OR THAT PROVIDED TO US
BY THIRD PARTIES). WE (OR OUR PROVIDERS OR UNDERLYING VENDORS) ARE
NOT REQUIRED TO MAINTAIN REDUNDANT SYSTEM(S), NETWORK, AND
SOFTWARE OR HARDWARE.
6.2 Billing and Collection Limitations. We may in our sole
discretion, with or without notice, use any available means to
block or restrict certain customers, sign ups, or deposits
so as to reduce the number of fraudulent, unprofitable
transactions or for any reason whatsoever, including but not
limited to daily or monthly purchase limits, address verification
or negative and positive credit card databases. We do not
guarantee or warrant the success of such fraud prevention efforts.
6.3 Liability Limitations. Our obligations under this
Agreement do not constitute personal obligations of the directors,
officers, employees or shareholders of the owners of Monigarr.com.
Any liability arising under this Agreement will be satisfied
solely from the revenues generated hereunder. Our liability is
limited to direct damages, and in no event will we be liable for
any indirect, special, incidental, consequential or punitive loss,
injury or damage of any kind (regardless of whether we have been
advised of the possibility of such loss).
6.4 Indemnification. You will defend, indemnify and hold us
and our officers, directors, employees and representative harmless
from and against any and all liabilities, losses, damages and
costs, resulting from or arising from, your breach of this
Agreement.
7.1 Independent Investigation. YOU ACKNOWLEDGE THAT YOU
HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND
CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF
MARKETING THE WEBSITE AND ARE NOT RELYING ON ANY REPRESENTATION,
GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
7.2 Independent Research. You understand that laws may vary
from city to city, state to state and country to country. YOU HAVE
INDEPENDENTLY EVALUATED THE LAWS IN YOUR LOCALE WHICH APPLY TO
YOUR ACTIVITIES AND BELIEVE THAT YOU MAY PARTICIPATE IN OUR
Affiliate Program WITHOUT VIOLATING ANY APPLICABLE RULES OR LAWS.
8.1 Notices. All notices pertaining to this Agreement
will be given by email as follows: to us at Monigarr@Yahoo.com
and, to you at address provided on the Affiliate Sign up Form (or
as subsequently updated by you to us in the event of change).
8.2 Relationship of Parties. There is no relationship of
exclusivity, partnership, joint venture, employment, agency or
franchise between you or us under this Agreement. Neither party
has the authority to bind the other nor to incur any obligation on
the other's behalf, except as expressly provided herein. Nothing
in this Agreement will be construed to provide any rights,
remedies or benefits to any person or entity not a party to this
Agreement.
8.3 Non-Exclusive. You understands that we may at any time
(directly or indirectly), enter into marketing terms with other
Affiliates on the same or different terms as those provided to you
herein and that such Affiliates may be similar, and even
competitive, to you. You understand that we may re-direct traffic
and users from our site to any other website that we deem
appropriate in our sole discretion, without any additional
compensation to you.
8.4 Confidentiality and Non Disclosure. As a marketer of
the Website you will receive confidential information from us as
to our marketing plans, marketing concepts, structure and
payments. This information is confidential to us and constitutes
our proprietary trade secrets. Therefore, you will not disclose
this information to third parties without our express written
consent.
8.5 Press. You may not issue any press release with respect
to this Agreement or your participation in this Affiliate Program
without our prior written consent.
8.6 Assignment. This Agreement and the rights and
obligations hereunder may not be assigned by you without our
express written consent.
8.7 Governing Law. The validity of this Agreement, its
construction, interpretation, and enforcement, and the rights of
the parties hereto will be determined under, governed by, and
construed in accordance with the laws of Calgary Alberta, Canada.
8.8 Arbitration. Any controversy or claim arising out of or
relating to this Agreement, or breach of this Agreement, will be
settled by binding arbitration, and judgment on the award rendered
by the arbitrator may be entered in any court having jurisdiction.
There will be one arbitrator, mutually agreeable to you and us, or
if we/you cannot agree on an arbitrator, then one will be
appointed by a court of competent jurisdiction. The losing party
will pay all the expenses of the arbitration, including
attorney’s fees.
8.9 Force Majeure. The parties' obligations under this
Agreement are subject to and neither party will be liable for,
failure to perform, damage, or malfunction of any equipment, or
any consequences thereof occasioned by or due to fire, flood,
water, the elements, labor disputes, power failures, explosions,
governmental actions, unavailability of transportation, acts or
omission of third-parties, or any other causes beyond the party's
reasonable control.
8.10 Severability/Waiver. Whenever possible, each provision
of this Agreement will be interpreted in such a manner as to be
effective and valid under applicable law but, if any provision of
this Agreement is held to be invalid, illegal or unenforceable in
any respect, such provision will be ineffective only to the extent
of such invalidity, or unenforceability, without invalidating the
remainder of this Agreement or any provision hereof. No waiver
will be implied from conduct or failure to enforce any rights and
must be in writing to be effective.
8.11 Modification. We may modify any of the terms of this
Agreement at any time, in our sole discretion, by either
(i) E-mailing you a change notice or
(ii) by posting the new version of the Agreement on our
Website.
It is your responsibility to visit the Website frequently to
make sure you are up to date with the latest version of the
Agreement and its provisions. IF ANY MODIFICATION IS UNACCEPTABLE
TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR
CONTINUED PARTICIPATION IN THE AFFILIATE PROGRAM FOLLOWING POSTING
OR NOTICE OF CHANGE WILL BE DEEMED BINDING ACCEPTANCE OF THE
MODIFICATION.
8.12 Entire Agreement. This Agreement embodies the complete
agreement and understanding of the parties hereto with respect to
the subject matter hereof and supersedes and preempts any prior
understandings or agreements between the parties, written or oral,
which may be related to the subject matter hereof. The headings in
this Agreement are for convenience only and will have no effect on
the construction of this Agreement.
IN WITNESS WHERE OF, you expressly agree to the terms and
conditions of this Agreement by submitting the Affiliate
Registration Form.
Monigarr.com
Modified May 22, 2004
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