Killersites Affiliate Program - Killervideostore.com

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Terms and Conditions

Affiliate Program Agreement

This Affiliate Program Agreement (\"Agreement\") contains the complete terms and conditions that apply to your participation as an affiliate (an \"Affiliate\") in the Killersites.com Affiliate Program.

By submitting an application to become an Affiliate, you warrant that you have read and understood this Agreement, and you agree to be bound by it.

To begin the enrollment process, you must submit a complete Affiliate Program Application. We will evaluate your application and notify you of your acceptance or rejection in as soon as possible. We reserve the right, in our sole and absolute discretion, to accept or reject your application for any or no reason whatsoever.

Upon notice of acceptance of your application, this Agreement shall be effective between you and Killersites.com Inc.(\"Killersites.com\").

1. Definitions

Throughout this Agreement, capitalized terms shall have the meaning ascribed to them in quotes. In addition, the following definitions apply:

1.1. \"Advertising\" or \"Advertisements\" means any and all banner advertisements, text links, or other solicitations (including, if approved in advance by Killersites.com, Killersites.com Emails, print and other offline solicitations) through the Internet that promote the Killersites.com Service and contain a Link to the Killersites.com Site.

1.2. “Charge-back” by Killersites.com of compensation earned by Affiliate may occur in the following events: (i) the Subscriber receives a cash refund for Killersites.com Services previously paid, (ii) a sale that is eligible for compensation is later determined to be fraudulent, duplicate, false or otherwise unqualified by Killersites.com, or (iii) Killersites.com determines that a Subscriber was acquired by Affiliate in breach of the terms of this Agreement at the sole determination of Killersites.com. Killersites.com is under no obligation to provide a mechanism of appeal to Affiliate for any Charge-backs issued by Killersites.com

1.3. \"Link\" means an embedded graphic, icon, or text provided by Killersites.com containing a unique hypertext pointer to the URL address for the Killersites.com Site embedded in an Advertisement

1.4. \"Killersites.com Service\" means all of the services offered on the Killersites.com Site, including, but not limited to, the online and DVD training and tutorial services currently offered on the Killersites.com Site, and the services as Killersites.com may alter and modify them from time to time during the Term.

1.5. \"Killersites.com Site\" means the Killersites.com Internet site that is currently located at http://www.Killersites.com and any other additional, substitute or successor site that may be designated by Killersites.com under this Agreement.

1.6. \"Subscriber\" means a person who (i) subscribes to the Killersites.com Service using a Link and through such Link successfully registers for the Killersites.com Service (i.e., requiring the entry of name, address, email address, and valid payment information) via the Killersites.com Site and (ii) does not cancel the subscription within the time permitted by Killersites.com to do so and obtain a refund, and (iii) has not previously subscribed to the Killersites.com Service.

2. Term and Termination

2.1. The term of this Agreement (\"Term\") will begin upon our acceptance of your application and will end when terminated by either party.

2.2. Either party may terminate this Agreement at any time, with or without cause.

2.3. Upon termination of this Agreement, Affiliate shall immediately cease serving Advertisements.

2.4. No Referral Fees (defined below in Section 3.3) shall be due with respect to Subscribers who register after the date of termination. We reserve the right to withhold your final payment for a reasonable period of time as necessary to calculate properly any amount due to you.

2.5. Upon termination of this Agreement, all rights and obligations of the parties under this Agreement will be extinguished, except for those rights and obligations that either by their express terms survive or that are otherwise necessary for the enforcement of the Agreement.

3. Obligations of Killersites.com

3.1. Upon acceptance of your application, you will have the ability to access performance reports via your account in the Killersites.com Affiliate Program Site.

3.2. During the Term, Killersites.com shall pay you a fee (\"Referral Fee\") for each new Subscriber you deliver as of the last day of the month, as documented on the reporting system located on the Killersites.com Affiliate Program Site. Killersites.com reserves the right to adjust the Referral Fee payable to you to the extent of any reporting errors, Charge-backs, fraudulent Subscriptions or intentional manipulations of the registration process, all as determined in our discretion. Killersites.com shall have the right to refuse to make any payment to you with respect to any Subscriber that Killersites.com, in its discretion, determines was obtained as a result of promotional efforts that were in breach of this Agreement. Killersites.com reserves the right to change the Referral Fees payable hereunder by providing notice to you. Any changes to the Referral Fees shall become effective upon notice to you. Such notice may be in the form of an email to you or by posting on the Killersites.com Affiliate Program Site.

3.3. Killersites.com shall make payment to you for any Referral Fees you are owed within thirty (30) days after the last day of the month during which they were earned. No interest will accrue on unpaid Referral Fees.

4. Obligations of Affiliate

4.1. As an Affiliate, you are permitted to promote the Killersites.com Service only through Advertisements offered through the methods listed below.

4.1.1. Links from your website to the Killersites.com Site, and

4.1.2. Links on websites for which you have received express written permission from such sites to serve such links and as otherwise subject to the limitations set forth in this Agreement.

We reserve the right, in our sole and absolute discretion, to remove you from the Killersites.com Affiliate Program for any or no reason whatsoever.

4.2. All promotional activities undertaken by you to promote the Killersites.com Service shall be made in accordance with all applicable laws and regulations including, without limitation, the CAN SPAM Act of 2003 or any successor legislation and/or other laws and/or regulations that govern email marketing and/or communications. You shall not complete the registration to or otherwise interact with the Killersites.com Service on behalf of any third party. You are only permitted hereunder to link third parties to the Killersites.com Site. All information obtained at the Killersites.com Site from individuals linking to the Killersites.com Site shall be the sole and exclusive property of Killersites.com and, except as specifically provided herein, you shall neither have access to such information nor use any device, technique, or software to obtain information from the Killersites.com Site.

4.3. If you desire to promote the Killersites.com Service (i) by purchasing, either directly or indirectly, search terms from websites, search engines, or other directory or referral services (e.g., Google, Microsoft and Yahoo!), (ii) by incorporating keyword text into meta tags or websites or by using other search engine optimization techniques, (iii) by distributing Killersites.com Emails, or (iv) by offering, either directly or indirectly, any consideration or incentives to potential Subscribers to register for the Killersites.com Service, including without limitation, payment of money, rebates, discounts or other benefits, you must first get written permission from us, which may be given or withheld in our sole and absolute discretion. We reserve the right to revoke such permission at any time for any or no reason whatsoever.

4.4. You shall not bid or otherwise purchase, either directly or indirectly, \"Killersites.com\" or \"killersites\" branded keywords or phrases, including but not limited to words such as “Killersites.com”, “Killersites.com training”, \"Killersites.com university.” This restriction extends to misspellings, variations and phrases that include  “Killersites.com” and \"killersites.\"

4.5. You shall not, in any way, utilize pop-over Advertisements,Spyware or Malware to promote the Killersites.com Service. You shall replace any Advertising displayed on your site with any new Advertising provided by Killersites.com within ten (10) days after receiving notice from us of the new Advertising. You shall not modify any Advertisement in any way.

4.6. Your site shall not in any way copy or resemble the look and feel of the Killersites.com Site, nor shall you create the impression that your site is the Killersites.com Site or a part of the Killersites.com Site. You shall not use Killersites.com or any variation or misspellings thereof in your URL. You shall not frame or permit the framing of any page of the Killersites.com Site.

4.7. During the Term, you will not disparage Killersites.com, the Killersites.com Site or the Killersites.com Service, or portray these in a derogatory or negative manner. The content of your website will, at all times, be in good taste. You are solely responsible for the development, operation, and maintenance of your website and will indemnify, defend, and hold Killersites.com harmless from any claims arising out of or related to your website.

5. Subaffiliates and Agents

If you operate subaffiliate networks, work with Agents or conduct reward programs with users, you agree to the following:

5.1. Any relationships you enter into with third parties, subaffiliates, or agents (\"Agents\") in connection with your promotion of the Killersites.com Service are at your sole discretion. Killersites.com shall not be a party to any agreement that you have with an Agent and you are not authorized to make any commitments on behalf of Killersites.com to such Agents, including commitments regarding payment of fees to the Agents by Killersites.com or commitments for licenses to Killersites.com\'s name, logo(s), any provided images, or other intellectual property. Agents are not third party beneficiaries of this Agreement with Killersites.com. Any breach by your Agents of the terms and conditions of this Agreement shall be deemed a breach of this Agreement by you, and Killersites.com shall have full recourse against you with respect to such breach. In the event Killersites.com has approved your use of Killersites.com Emails, as required under this Agreement, that approval is personal to you only and may not be transferred to an Agent. An Agent may not send any Killersites.com Emails without separate approval from Killersites.com in each instance.

5.2. You will provide Killersites.com with an up-to-date list of your Agents (site name and URL) upon request.

5.3. You agree to terminate your relationship with an Agent as it pertains to the Killersites.com Affiliate Program if an Agent engages in any activity that is prohibited as provided by this Agreement or if requested by Killersites.com, and if you do not terminate such Agent within five (5) business days from Killersites.com\'s request, Killersites.com reserves the right to withdraw you and all your Agents from the Affiliate Program and to refuse payment of any monies owing to you hereunder.

5.4 You agree not to use any of the information provided via the Killersites.com Affiliate Program Site tracking technology to identify unique individual customer activity conducted by Killersites.com, nor to allow others to use the technology to identify such unique customer activity, nor to access such unique customer activity or data. You further agree not to transfer or reuse any data generated by the Killersites.com Affiliate Program Site.

5.5 You are solely responsible for technical implementation and maintenance of any linking technology or tracking parameters necessary to utilize the Killersites.com Affiliate Program Site technology. You are responsible for conducting appropriate testing and verification of the Killersites.com Affiliate Program Site tracking parameters including link creation, click through, ordering, and reporting as necessary to insure correct and dependable operation of the Killersites.com Affiliate Program Site tracking feature. You understand and agree that your failure to properly implement the Killersites.com Affiliate Program Site technology feature can and will result in an inability of Killersites.com to pay you Referral Fees, for which Killersites.com has no obligation.

6. Modification

We may modify any of the terms and conditions contained in this Agreement at any time in our sole and absolute discretion. Modifications may include, but are not limited to, changes in Referral Fees, payment procedures, and permitted promotional activities. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Killersites.com Affiliate Program following our posting of a change notice or new agreement on our site will constitute binding acceptance of change.

7. Ownership of Advertising and Indemnification

7.1. Killersites.com represents that it is the owner of the Advertising and has all ownership or license rights with respect to the contents thereof. Killersites.com and Affiliate hereby acknowledge and agree that Affiliate shall have no responsibility with respect to the content of the Advertising supplied by Killersites.com hereunder. Any modifications to the Advertising made by Affiliate without the written consent of Killersites.com shall void the forgoing and Affiliate shall be liable for any damages arising therefrom.

7.2. Killersites.com shall defend, indemnify and hold Affiliate, its directors, officers, employees, agents, affiliates, successors, and assigns harmless from and against any and all third party claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) to the extent arising out of or related to any actual or alleged breach of this Agreement by Killersites.com, including without limitation any infringement of any copyright, trademark, or other intellectual property right of any third party by the Advertising.

7.3. Affiliate shall defend, indemnify, and hold Killersites.com harmless against all claims, suits, demands, damages, liabilities, losses, penalties, interest, settlements and judgments, costs and expenses (including reasonable attorneys’ fees) incurred, claimed or sustained by third parties, including but not limited to Killersites.com, directly or indirectly, as a result of (a) Affiliate’s breach of or non-compliance with this Agreement, (b) Affiliate’s violation of any law, or an alleged violation of law, by Killersites.com that is a direct or indirect result of Affiliate’s participation in the Killersites.com Affiliates Program, (c) any content, goods or services offered, sold or otherwise made available by Affiliate to any person, (d) Affiliate’s acts or omissions in using, displaying or distributing any Internet links obtained from Killersites.com or elsewhere, including but not limited to Affiliate’s use of Internet links via email distribution, (e) any claim that Killersites.com is obligated to pay tax obligations in connection with payment made to Affiliate pursuant to this Agreement, and (f) any violation or alleged violation by Affiliate of any rights of another, including breach of a person’s or entity’s intellectual property rights (each (a)-(f) individually is referred to hereinafter as a \"Claim\"). Should any Claim give rise to a duty of indemnification under this Section, Killersites.com shall promptly notify Affiliate, and Killersites.com shall be entitled, at its own expense, and upon reasonable notice to Affiliate, to participate in the defense of such Claim. Participation in the defense shall not waive or reduce any of Affiliate’s obligations to indemnify or hold Killersites.com harmless. Affiliate shall not settle any Claim without prior written consent from Killersites.com. Affiliate also shall indemnify for any reasonable attorneys’ fees or other costs incurred by an indemnified party in investigating or enforcing this Section 7.3. In the context of this Section 7.3 only, the term “Killersites.com” shall include its officers, directors, employees, affiliates, subsidiaries, agents, and subcontractors.

7.4. Any party seeking indemnification under this Section 7 shall promptly notify the indemnifying party in writing of the claim and shall reasonably cooperate with the indemnifying party with respect to such claim. The indemnifying party will be entitled to control the defense and settlement of any claim against which the other party seeks indemnification with counsel of its own choosing and at its own expense; provided, that the indemnified party will be entitled to approve any non-monetary settlement.

7.5. The indemnity obligations under this Section 7 shall survive termination of this Agreement.

8. Warranty Disclaimer

Except as expressly set forth herein, neither party makes any representations or warranties, express or implied, including any express or implied warranty of merchantability, fitness for a particular purpose, or non-infringement, or any representation or warranty as to any revenues or other economic or non-economic benefit that may accrue to the other party by reason of its participation in this Agreement. Furthermore, Killersites.com specifically makes no representation or warranty relative to the performance levels or continuous operation of the Killersites.com Site or the Killersites.com Affiliate Program Site.

9. Limitation of Liability

ANY OBLIGATION OR LIABILITY OF KILLERSITES.COM UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL OF COMPENSATION PAID TO AFFILIATE BY KILLERSITES.COM UNDER THIS AGREEMENT DURING THE YEAR PRECEDING THE CLAIM. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST THE OTHER PARTY TO THIS AGREEMENT MORE THAN ONE YEAR AFTER THE TERMINATION OF THIS AGREEMENT. AFFILIATE AGREES THAT KILLERSITES.COM SHALL NOT BE LIABLE TO AFFILIATE, OR ANY THIRD PARTY (INCLUDING BUT NOT LIMITED TO A CLAIM BY ANOTHER AFFILIATE), FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM. THIS LIMITATION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

10. Noninfringement by Affiliate

Affiliate represents and warrants that: (i) Affiliate has all appropriate authority to operate, and to use any and all content on, Affiliate’s website(s); (ii) Affiliate has all appropriate authority in any promotional method it may choose to use; (iii) Affiliate’s website(s) and Affiliate promotional methods do not and will not infringe a third party’s, or Killersites.com\'s, proprietary rights; and (iv) Affiliate shall remain solely responsible for any and all websites owned and/or operated by Affiliate and all of Affiliate’s promotional methods. Killersites.com reserves the right to review all content on Affiliate’s website(s) or used by Affiliate in its promotional methods.

11. Public Announcements

Neither party may make any public announcement about the terms of the Agreement without the other party’s prior written approval and consent. The parties agree that there will be no press releases issued in connection with this Agreement and you may not identify or list Killersites.com as a provider of Advertising to you without prior written approval from Killersites.com.

12. Confidentiality

Each party acknowledges that by reason of its relationship to the other party hereunder it will have access to certain information and materials concerning the other’s business, plans, customers, technology, products, and services that are confidential and of substantial value to the other party, which value would be impaired if such information were disclosed to third parties. In particular, the parties hereto acknowledge that the information regarding Subscribers obtained during the Term and the effectiveness of Advertising hereunder are highly confidential and valuable to Killersites.com. Each party agrees that it shall not use in any way for its own account or the account of any third party, nor disclose to any third party, any such information revealed to it as a result of or arising out of the relationship hereunder (other than to fulfill its obligations under this Agreement). Each party shall take every reasonable precaution to protect the confidentiality of such information. This Section shall survive termination of this Agreement. Notwithstanding anything in this Section to the contrary, any information (i) required by legal process to be disclosed, (ii) already in the public domain, or (iii) released through no fault of the parties will not be considered confidential information hereunder.

13. General Provisions

13.1. This Agreement will be governed by the laws of the province of Quebec, Canada, without reference to its choice of law rules. The exclusive forum for any actions related to this Agreement shall be in the provincial courts in Montreal, Quebec, and, to the extent that Federal courts have exclusive jurisdiction, in the Federal Courts in Quebec, Canada. The parties consent to such venue and jurisdiction and waive all objections thereto. The parties waive any right to a trial by jury. A party that primarily prevails in an action brought under this Agreement is entitled to recover from the other party its reasonable attorney’s fees and costs.

13.2. No waiver of any provision of this Agreement shall constitute a continuing waiver, and no waiver shall be effective unless made in a signed writing.

13.3. Notices and other communications to you, as required or permitted to be given hereunder, shall be posted on the Killersites.com Affiliate Program Site and/or otherwise e-mailed to the e-mail address provided in your application and shall be deemed effective upon posting or e-mailing, as applicable. You are responsible for updating your contact information within the Killersites.com Affiliate Program, and Killersites.com has no responsibility for any inability to contact you due to obsolete or incorrect contact information or due to any spam filters or other communication blocking devices you may employ. Notice or other communications to Killersites.com shall be sent by e-mail to stefan@killersites.com and shall be deemed effective five (5) business days after e-mailing.

13.4. This Agreement may not be assigned or otherwise transferred by you without the express written consent of Killersites.com.

13.5. The division of this Agreement into separate sections, subsections and/or exhibits and the insertion of titles or headings is for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

13.6. You and Killersites.com are independent contractors and nothing in this Agreement will create any partnership, joint venture, or agency relationship. You’ll have no authority to make or accept any offers, warranties, or representations on our behalf. You will not make any statement, whether on your site or otherwise, that would cause confusion as to our relationship with you or otherwise contradict anything in this Section.

13.7. Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including, but not limited to, electrical outages, failure of Internet service providers and default due to Internet disruption (including without limitation denial of service attacks).

13.8. This Agreement, and the Killersites.com Affiliate’s application, contain the entire understanding and agreement of the parties and there have been no promises, representations, agreements, warranties, or undertakings by either of the parties, either oral or written, except as stated in this Agreement, the Killersites.com Payment Schedule and Affiliate’s application.

13.9. Each party hereby represents that it has the authority and capacity to enter into this Agreement, including that all individuals executing this Agreement are 18 years of age or older.

The submission of your application shall constitute your agreement to be bound by the terms and conditions of this Agreement.

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