EzyZone Affiliate Terms and Conditions
We follow strict Terms and Conditions that are enforced throughout the company without exeption. Please read below, as we take our Terms, Conditions, Disclaimer and all other Legal stuff seriously - it helps protect our company, you, me, our joint business, our fun and our chance to make money; now and in the future.
Please read carefully before signing up...
EzyZone General PoliciesEzyZone Affiliate Terms and ConditionsEzyZone DisclaimerEzyZone General Terms and Conditions
Affiliate Terms & Conditions:
1.1 Eligibility
1.2 Customer Information
1.3 Suitability
1.4 Unconditional Right to Reject Participation
2. USEAGE
2.1 Links, Banners, Graphics.
2.2 Displaying Links
2.3 Prohibitions against Uses
2.4 Required Permissions
2.5 Intellectual Property Rights
2.6 Limitations of Affiliate Purchases
3. OUR RESPONSIBILITIES
4. YOUR RESPONSIBILITIES
4.1 Limitations of Promotion
4.2 Compliance with Laws
4.3 Responsibility to Maintain Your Site
4.4 Restrictions
4.5 Violation of Provisions
4.6 Monitoring Your Site
4.7 Tax Information
5. REFERRAL FEES
6. PAYMENTS AND FEE SCHEDULE
6.1. Basis of Commission
6.2. Accumulation and Exclusions
6.3. Delivery of Payment
6.4. Tracking Commissions
6.5 Legal Action
7. POLICIES AND PRICING
8. PUBLICITY AND PERMISSION OF EzyZone
9. LICENSES AND USE OF EzyZone LOGOS AND TRADEMARKS
9.1 Limitation of License
9.2 No Right to Modification
9.3 Limitation of Use of Licensed Materials
9.4. Expiration
9.5. Post Termination
9.6. EzyZone Retains Ownership of All Intellectual Property
9.7. AFFILIATE's Grant of Non-Exclusive License
10. TERM AND TERMINATION OF THIS AGREEMENT
10.1. Commencement and Termination
10.2. Events at Termination
10.3. Withholding of Payment
10.4. Release of Obligations
11. MODIFICATION
11.1. EzyZone's Right to Modification at Any Time
11.2. Continuation of Participation after Modification
12. RELATIONSHIP OF PARTIES
13. REPRESENTATIONS AND WARRANTIES
13.1. AFFILIATE's Actual Ownership
13.2 Further Representations of AFFILIATE
13.3 Changing introducing Affiliate
13.4 Transfer of Affiliateship
13.5 Sale of Affiliateship
13.6 Death or inheritance of Affiliateship
14. CONFIDENTIALITY
14.1. Agreement to Confidentiality
14.2 Limited Authorization to Distribute
14.3 Survival
15. LIMIATIONS OF LIABILITY
15.1 No Liability of EzyZone
15.2 No Warranties
16. IDEMNIFICATION
17. NOTIFICATION
18. INDEPENDENT INVESTIGATION
19. FEDERAL TRADE COMMISSION ACT - COMPLIANCE
19.1 Consumer Endorsements.
19.2 Endorsement of any Drug or Device.
19.3 Expert Endorsements.
19.4 Endorsement by Organization.
19.5 Disclosure of Payment, Compensation or Benefits.
20. MISCELLANEOUS
20.1 Assignability
20.2 Severability
20.3 Non-Waiver
20.4 Remedies
20.5 Interpretation
20.6 Headings
20.7 Governing Law
20.8 Dispute Resolution
20.9 Execution and Acceptance
20.10 Entire Agreement
20.11 Attorneys Fees
Affiliates are also known as and referred to as Revenue Sharing Zoners or RSZ's and is applicable when we refer to "Affiliates"
In this Agreement, "SELLER," "we," and "us" means Ezy Applications Inc Trading as EzyZone., and "you", "Affiliate" means the applicant desiring to participate in the EzyZone Affiliate Program (the "Affiliate Program"). "Link" or "Links" refers to any hypertext link, URL, banner, graphical or text ad containing a reference to EzyZone or its products or services or web properties pursuant to this Agreement. The "SELLER Site" or "Our Site" or "EzyZone Website" means the web site located at or other Ezy Applications Inc -owned Internet properties, "our" meaning belonging to or pertaining to Ezy Applications Inc Trading as EzyZone. "Your Site" means the web site or sites, or other online marketing venues upon which you establish the Links to Our Site as part of the EzyZone Affiliate Program. The term "SELLER Services" means any EzyZone service or product as well as any services or products that EzyZone may introduce from time to time in the future and offer through the EzyZone Affiliate Program.
1. ELIGIBILITY FOR THE AFFILIATE PROGRAM
(1) To enroll in the EzyZone Affiliate Program, you must be a FREE Zoner and in good standing, subject to and in compliance with the requirements of the EzyZone General Terms and Conditions. Acceptance into the Program is at our sole discretion, which may be withheld for any reason or for no reason at all and your acceptance may be revoked at EzyZone's discretion at any time. The provisions contained in these Affiliate Program Terms and Conditions (the "Agreement") are supplemental to EzyZone's General Terms and Conditions, Disclaimer, Confidentiality Agreement, Non-Disclosure & Non-Circumvention Agreement and General Policies by which you are also bound, to the extent they are not modified by this Agreement.
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(1) You agree to keep your own customer contact information accurate and updated with EzyZone. EzyZone's rights and obligations with respect to the disclosure and use of the information we gather about any Affiliate are governed by the terms of this Agreement and EzyZone's Privacy Policy, and such information may be used for EzyZone's internal accounting, promotional or legal processes.
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(1) EzyZone may reject your participation in this Program if we determine, at any time and at our sole discretion, that Your Site is unsuitable for the Program. Your Site may be deemed by us to be unsuitable if, in our view, it:
(1) Contains, promotes or links to sexually explicit or violent material;
(2) Promotes, depicts or links to material that promotes or depicts discrimination based on race, gender, religion, national origin, physical or mental disability, sexual orientation, or age;
(3) Contains unlawful material, including but not limited to materials that may violate another's intellectual property rights, or links to a site that contains such material;
(4) Contains information regarding, promotes or links to a site that provides information or promotes illegal activity; or
(5) For any other reason that is deemed by us to be unsuitable.
1.4 Unconditional Right to Reject Participation
(1) You understand that EzyZone reserves the right to conclude that Your Site is unsuitable in accordance with our standards, in our sole discretion, and we may come to such a conclusion even if it is based upon our opinion or mere suspicion or belief, without any duty to prove that our opinion or suspicion is well-founded and even if our opinion or suspicion is proven not to be well-founded or if others' sites have not been deemed unsuitable despite having the same or similar characteristics as Your Site.
(1) Subject to the terms of this Section, we will provide to you all Links, and any related banners, graphics, or text ads necessary to promote and offer the EzyZone Services to Your Site's visitors and/or its Affiliates & Preferred Customers. The Link may consist of ads containing text or graphic images provided by us (and is subject to change from time to time in our sole discretion) and may contain our logo or other references to EzyZone. This Link will connect Your Site with the area on Our Site where the visitor may apply for the EzyZone Services directly with us. The Link will serve to identify you as a member of our EzyZone Affiliate Program and will establish a Link from Your Site to Our Site.
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(1) In utilizing any EzyZone provided Link, you agree that you will cooperate fully with us in order to establish and maintain such Link. You also agree that you will display only those Links that are provided by us, and you will substitute such Links with any new or update Links provided by us from time to time throughout the term of this Agreement. All Links may be modified by us and/or expanded from time to time throughout the term of this Agreement. Each Link connecting users of Your Site to the pertinent area of Our Site shall in no way alter the look, feel or functionality of Our Site.
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(1) You may not use unsolicited commercial email (UCE), spam, search engine spam, or other illegal or unethical means by which to generate referral commissions.
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(1) To obtain permission to advertise the Link in ways not specifically covered in this Agreement, you must contact our support team at http://support.ezyzone.com with your proposed advertising method, affiliate ID, and personal contact information and we will then contact you regarding this request. Such requests will be given due consideration, however, EzZone reserves the right to deny any such requests without reason or justification, in EzyZone's sole discretion.
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2.5 Intellectual Property Rights
(1) You understand that the Links and any related banners, graphics, artwork, or text are EzyZone's intellectual property, and that your use of those links is governed by the terms of Section 9 of this Agreement and by relevant State, Federal, and International law.
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2.6 Limitations of Affiliate Purchases
(1) You understand that while buying your own EzyZone products with your affiliate link is permitted, we do not permit the bulk purchasing of domains with your own affiliate tracking link, as the program is intended to assist EzyZone in gaining new customers. Abuse of this self-buying privilege may cause your commissions to be retracted, and/or your status as an affiliate to be terminated at our discretion
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(1) We will be responsible for providing all information necessary to allow you to make appropriate Link from Your Site to Our Site. We will be solely responsible for processing every order application for EzyZone products or services placed by a customer following a Link from Your Site, for tracking the number and amount of sales generated by the Link from Your Site, and for providing information to you regarding commission payments. Also, we will be responsible for credit card authorizations, payment processing, cancellations, returns, and related customer service for the EzyZone Services, it being understood that such activities shall be for our account. We are responsible for establishing commission schedules and payouts of earned Commissions as detailed in Section 6 of this Agreement.
If you qualify and agree to participate as an EzyZone Affiliate:
(1) You may display the provided Link prominently throughout Your Site as you see fit and without our prior consent subject to the terms and limitations of this Agreement.
(2) You may not be entitled to participate and promote on Your Site any sweepstakes, contests, and special promotions we may offer, and in connection therewith, only upon our discretion shall we make such contests and promotions available to users of Your Site. If we do decide to allow affiliates to participate, you will be provided with approved licensed ads only for those you are allowed to offer, and you may become entitled to earn referral fees as set forth in Articles 5 and 6 below.
(3) You shall not misrepresent EzyZone or its products or services, or otherwise make any claims, representations, or warranties in connection with EzyZone other than as expressly authorized by EzyZone, and
(4) You shall have no authority to, and shall not bind EzyZone to any obligations, except as may be expressly set forth herein to the contrary or as otherwise agreed to and approved in advance in writing by EzyZone. Nothing in this Agreement nor any conduct of either party shall be deemed to constitute an employment or agency relationship.
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(1) You are solely responsible for ensuring that the of Your Site and your products and services that you offer from Your Site comply with all applicable copyright and other laws, including, without limitation, anti-spam laws. You must have express permission to use another party's copyrighted or other proprietary material. We will not be responsible if you use another party's copyrighted or other proprietary material on Your Site in violation of the law or any agreement, and your indemnity as outlined in Section 16 will protect us if you do so.
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4.3 Responsibility to Maintain Your Site
(1) You are solely responsible for the development, operation and maintenance of Your Site and for all materials that appear on Your Site. Such responsibilities include, but are not limited to, the technical operation of Your Site and all related equipment; the accuracy and propriety of materials posted on Your Site; and ensuring that materials posted on Your Site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. We disclaim all liability for all such matters.
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(1) Directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using the Link on your site to access Our Site.
(2) Read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity;
(3) Take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring;
(4) Other than providing the Link on your site in accordance with this Agreement, post or serve any advertisements or promotional promoting Our Site or otherwise around or in conjunction with the display of the EzyZone Site (e.g., through any "framing" technique or technology or pop-up or pop-under windows); or
(5) Seek to purchase or register any keywords, search terms or other identifiers related to the trademarks of EzyZone or the trade or service marks or names of EzyZone's primary competitors, including misspellings or variations thereof for use in any search engine, portal, sponsored advertising service or other search or referral service.
(6) Seek to purchase or register any domains or other identifiers that include variations on the trade or service marks or names of EzyZone intended to approximate misspellings or typographical mistakes of same or which otherwise would constitute typo or domain squatting, including variations thereof for use in any search engine, portal, sponsored advertising service or other search or referral service.
(1) If we determine, in our sole discretion, that you have engaged in any of the activities outlined in this Section, we may (without limiting any other rights or remedies available to us) withhold any Commissions otherwise payable to you under this Agreement and/or terminate this Agreement.
(1) We have the right, but not the obligation, in our sole discretion, to monitor Your Site and your usage of the Link at any time and from time to time to determine if you are in compliance with the terms of this Agreement.
(1) We are obligated under Federal law to obtain certain tax information from the EzyZone Affiliate Program participants who are U.S. citizens, residents or corporations or others whose businesses are taxable in the U.S. If we believe we are obligated to obtain tax information from you and you do not provide this information to us, we may withhold Affiliate payments until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain such information.
5. REFERRAL FEES
(1) Subject to the Payments and Fees Schedule, we will pay you, a referral fee ("Commission") on sales of EzyZone Services to third parties who are not already EzyZone customers. Your entitlement to an earned commission will accrue only if the customer:
(1) accesses Our Site through the use of a Link on Your Site;
(2) purchases the EzyZone Services using our online sign-up process;
(3) remits full payment to us; and
(4) remains a customer beyond the EzyZone Guarantee Period which is defined as 30 days from contract activation date
(1) EzyZone shares up to 60% of all Revenues via the EzyZone Affiliate Program. The Affiliate will be paid a commission of the EzyZone Revenues based on the Affiliate turnover for the Commission Period. Bronze Affiliate, Silver Affiliate, Gold Affiliate, EzyZone Affiliate,7% Group Turnover bonus & 9% Company Turnover Bonus Pool Sharing are explained in detail in the Compensation plan. Review the compensation plan in details located in the Affiliate Area of http://admin.ezyzone.com for more details. Payment by EzyZone shall be made once AFFILIATE's total earnings not yet disbursed exceed $100 USD.
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6.2. Accumulation and Exclusions
(1) The Commissions are accumulated for every unique paying customer referred to us by Your Site, utilizing the Links between Your Site and Our Site, excluding sales/amounts due to credit card or other fraud, charge backs and bad debt and credits for cancelled services ("Net Sales"). We reserve the right to delay or reclaim a payment for up to ninety (60) days to allow for the aforementioned actions to take place.
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(1) Payment will be made to you either via Paypal or other payment method which you keep on file with EzyZone, at our discretion.
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(1) EzyZone will track the Commissions earned per Affiliate. EzyZone will track all Commissions earned and may, at its absolute discretion, decide not to pay any Commission to you should EzyZone believe that any referral has been made in violation of its technical guidelines, due to referral/customer fraud, or due to referral/customer contract cancellation. It is the Affiliate's sole and absolute duty to follow precisely this Agreement and its guidelines at all times. EzyZone is under no obligation whatsoever to pay any Commission to any Affiliate who does not strictly follow this Agreement and its guidelines, as modified from time to time. EzyZone's determination of the commissions due shall be dispositive.
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(1) EzyZone reserves the right to prosecute or take legal action against any fraud, or conspiracy to defraud and to recover any Commissions paid to an Affiliate which were earned as a result of such fraud. Fraud includes knowingly violating the terms and spirit of this Agreement.
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(1) Customers who buy EzyZone Services through the Affiliate Program will be deemed to be customers of EzyZone 30 days after their account is activated. Accordingly, all of our rules, policies, and operating procedures concerning customer applications, customer service, and sales of our services will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for EzyZone Services sold through the Program in accordance with our own pricing policies. Service prices may vary from time to time.
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8. PUBLICITY AND PERMISSION OF EzyZone
(1) You shall not create, publish, distribute, or permit any written or graphical material that makes reference to EzyZone other than those mentioned in this Agreement or otherwise provided by EzyZone, without our prior written consent, which may be granted, in our sole discretion, provided such materials are not in direct conflict with EzyZone's own marketing efforts.
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9. LICENSES AND USE OF EzyZone LOGOS AND TRADEMARKS
9.1 Limitation of License
We grant you a non-exclusive, non-transferable, revocable right:
(1) to access Our Site through the Link solely in accordance with the terms of this agreement; and
(2) solely in connection with the Link, to use our logos, trade names, trademarks and similar identifying material relating to us and which we provide to you (collectively, the "Licensed Materials"), for the sole purpose of establishing a link to Our Site so users of Your Site can purchase EzyZone Services.
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(1) You may not alter, modify or change the Link or Licensed Materials in any way. You may use only authorized, licensed advertising creatives or ads.
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9.3 Limitation of Use of Licensed Materials
(1) Other than establishing a link from Your Site to Our Site, you shall not make any use of any Licensed Materials without first obtaining our prior written consent. You shall not use the Licensed Materials in any manner that is disparaging or that otherwise portrays us in a negative light. We reserve all of our rights in the Licensed Materials and of our other proprietary rights. We, in our sole discretion, may revoke your license to use our Link or the Licensed Materials at any time. Affiliate shall comply with all guidelines provided by EzyZone with respect to the text or graphic reproduction, appearance, and "look and feel" related to the marketing and representation of the Links and EzyZone.
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(1) The licenses described in this Section 9 shall expire upon the effective date of the expiration or termination of this Agreement, and is dependent upon your status as defined in Section 1.
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(1) Any unauthorized use of the EzyZone links, text, banners or other ads not approved of or provided by EzyZone may be cause for immediate termination of this Agreement.
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9.6. EzyZone Retains Ownership of All Intellectual Property and Proprietary Rights
(1) Except for the license granted under this Section 9, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to the Licensed Materials, the Link, link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to the ezyzone.com domain name or other Ezy Applications Inc or EzyZone web properties. You shall not assert the invalidity, unenforceability, or contest the ownership by EzyZone of the Licensed Materials, the EzyZone Site, or any related links, artwork, logos or other materials in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice EzyZone's rights in the marks, render the same generic, or otherwise weaken their validity or diminish their associated goodwill.
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9.7. AFFILIATE's Grant of Non-Exclusive License
(1) You grant to us a non-exclusive license to utilize your company name and logo, as the same may be amended from time to time (the "Affiliate Trademarks"), to advertise, market, promote and publicize in any manner your participation in the Program or our rights hereunder; provided, however, that we shall not be required to so advertise, market, promote or publicize.
10. TERM AND TERMINATION OF THIS AGREEMENT
10.1. Commencement and Termination
(1) The term of this Agreement will begin upon your acceptance of this Agreement and our acceptance of your application for the Affiliate Program, and will end when terminated by either party. EzyZone may terminate this Agreement immediately at any time, with or without cause. Should you cease your publication of the Link this Agreement shall be deemed terminated by you. Violation of this Agreement shall constitute grounds for immediate termination of this Agreement.
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10.2. Events at Termination
Upon termination of this Agreement:
(1) EzyZone's acceptance of referrals obtained through Your Site shall not constitute a continuation or renewal of this Agreement or a waiver of such termination;
(2) you shall be entitled only to those Commissions, if any, earned by you on or prior to the date of termination excluding amounts due to actual fraud, credit card fraud, credit card charge backs and bad debt and credits for cancelled services or as otherwise in violation of this Agreement;
(3) you shall in no event be entitled to Commissions with respect to referrals delivered after the date of termination, irrespective of whether any service or product order, contract, or commitment relating thereto was entered into prior to the date of termination;
(4) upon termination, your rights and licenses under this agreement shall immediately terminate and you shall remove the Link or other Licensed Materials from Your Site; and
(5) you shall return to EzyZone any confidential information, and all copies thereof, in its possession, custody and control and will cease all uses of any trade names, trademarks, service marks, logos and other designations of EzyZone and the Affiliate Program.
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(1) We may withhold payment of Commissions, or any portion thereof, for a reasonable time to ensure that the correct amount is paid and the sale is legitimate under the terms of this agreement, although generally payments will continue to follow the schedule as outlined in Article 6.
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(1) Upon any termination of this Agreement, you and EzyZone will be released from all obligations and liabilities to the other occurring or arising after the date of such termination or the transactions contemplated hereby, except with respect to those obligations which by their nature are designed to survive termination as provided herein; provided that no such termination will relieve you from any liability arising from any breach of this Agreement occurring prior to termination.
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11.1. EzyZone's Right to Modification at Any Time
(1) We reserve the right to modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion. Modifications may include, but are not limited to, changes in the scope of available referral fees, commission schedules, payment procedures and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT AS PROVIDED IN ARTICLE 10.
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11.2. Continuation of Participation after Modification
(1) Your continued participation in the Program following our posting of a change notice or new Agreement on Our Site will constitute binding acceptance of the change. No amendment, modification or supplement to this Agreement shall be effective unless it is posted by an authorized representative of EzyZone at the EzyZone Web Site.
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(1) You and EzyZone are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or otherwise, that reasonably would contradict anything in this Section.
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13. REPRESENTATIONS AND WARRANTIES
13.1. AFFILIATE's Actual Ownership
(1) You hereby represent and warrant to us that you are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to us the license to use your trademarks in the manner contemplated herein, and such grant does not and will not:
(1) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or
(2) infringe upon any trademark, trade name, service mark, copyright or other proprietary right of any other person or entity.
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13.2 Further Representations of AFFILIATE
(1) you are duly organized, validly existing, and in good standing under the laws of the state or country of your origin, or you are an adult at least eighteen (18) years of age;
(2) you have all requisite power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement;
(3) this Agreement has been duly authorized, executed, and delivered by you and is a valid and binding obligation enforceable in accordance with its terms; and
(4) the execution, delivery, and performance of and compliance with this Agreement does not and will not:
(1) conflict with, or constitute a default under, or result in the creation of, any mortgage, pledge, lien, encumbrance or charge upon any of your properties or assets, nor result in any violation of any term of your governing documents,
(2) in any material respect, any term or provision of any mortgage, indenture, contract, agreement, instrument, judgment or decree, or
(3) to the best of your knowledge, any order, status, rule or regulation applicable to you, the violation of which would have a material adverse effect on your business or properties.
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13.3 Changing introducing Affiliate
Changing introducing Affiliates is not permitted due to the affect it can have on the Affiliate team and onus structure. Any move not only affects the Introducing Affiliate but also Affiliates Structure.
(1) If you want to change introducing Affiliates you will cancel the EzyZone Affiliate Program, leaving the entire Affiliateship to your introducing Affiliate and wait a period of 12 (twelve months) before re-joining EzyZone. The Affiliate status upon re-joining will be that of NEW Affiliate in the EzyZone Affiliate Program.
(2) The only exception is if a Affiliate wants to change introducing Affiliates within the first 7 days of acceptance of the Affiliateship by EzyZone. You need to have a signed agreement requesting the change along with the old and new introducing Affiliate stating that all parties agree to the change of Introducing Affiliate. If you have introduced a new Affiliate during the first 7 days, the changing of introducing Affiliates will not be possible.
(3) EzyZone reserves the right to accept or reject the application for changed introducing Affiliate without having to provide any reason for its acceptance or rejection.
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13.4 Transfer of Affiliateship
(1) Transfer is the act of transferring a Affiliateship to another party.
(2) You can only be transferred with prior written approval by EzyZone. Approval maybe refused or granted by EzyZone at its discretion.
(3) Prior to transfer, You must first be offered for transfer by the transferring Affiliate in the following order:
(1) To the Affiliates introducing Affiliate, and if declined;
(2) To a first level personally introduced Affiliate of the transferring Affiliate, and if declined;
(3) To any other party provided such party is not an existing Affiliate and has not been a Affiliate or held an interest in any part in a Affiliateship of EzyZone in the previous twelve months.
(4) The terms of offer and any response to the offer must be in writing and signed by all relevant parties and a copy delivered promptly to EzyZone for approval.
(5) Where a Affiliateship is transferred to a first level introducing or personally introduced Affiliate, the two Affiliateships will be merged into one.
(6) Before the transfer of a Affiliateship can be approved by EzyZone, the appropriate forms along with any supporting documentation must be submitted to EzyZone by all relevant parties.
(7) If the transferee is not a Affiliate, the transferee must complete an EzyZone registration indicating agreeance to the terms and conditions of EzyZone.
(8) All legal and revenue implications (including any taxes and charges) arising from the transfer of the Affiliateship are the sole responsibility of the transferee and the transferor, each of whom releases EzyZone from all and any claim, actions and liabilities in relation to the transfer of the Affiliateship.
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(1) Sale is the act of selling a Affiliateship to another party.
(2) A Affiliateship can only be sold with prior written approval by Ezyzone. Approval maybe refused or granted by EzyZone at its discretion.
(3) Prior to selling, a Affiliateship must first be offered for sale by the selling Affiliate in the following order:
(1) To the Affiliates introducing Affiliate, and if declined;
(2) To a first level personally introduced Affiliate of the selling Affiliate, and if declined;
(3) To any other party provided such party is not an existing Affiliate and has not been a Affiliate or held an interest in any part in a Affiliateship of EzyZone in the previous twelve months.
(4) The terms of offer and any response to the offer must be in writing and signed by all relevant parties and a copy delivered promptly to EzyZone for approval.
(5) Where a Affiliateship is sold to a first level introducing or personally introduced Affiliate, the two Affiliateships will be merged into one.
(6) Before the sale of a Affiliateship can be approved by EzyZone, the appropriate forms along with any supporting documentation must be submitted to EzyZone by all relevant parties.
(7) If the Purchaser is not a Affiliate, the Purchaser must complete an EzyZone registration indicating agreeance to the terms and conditions of EzyZone.
(8) All legal and revenue implications (including any taxes and charges) arising from the sale of the Affiliateship are the sole responsibility of the Affiliate and the Purchaser, each of whom releases EzyZone from all and any claim, actions and liabilities in relation to the sale of the Affiliateship.
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13.6 Death or inheritance of Affiliateship
(1) Upon the death of a Affiliate who is a natural person, the entire Affiliates interest in the Affiliateship will be completed with as follows:
(1) Where the deceased held a partnership interest in the Affiliateship and in accordance with the partnership agreement (if any) and or any applicable laws in the country of the Affiliate - the Affiliate shall continue in the name (s) of the surviving partner (s) (if any) upon approval of EzyZone;
(2) Where (1) does not apply - in accordance with the deceased's will and in the absence of a will, the applicable laws of intestacy or any applicable court order provided the beneficiary has first obtained EzyZone approval to be appointed as the Affiliate.
(2) This clause is conditional upon EzyZone receiving certified copies of the following:
(1) Death certificate of the deceased Affiliate
(2) Order of Probate
(3) Any relevant court order
(4) Any other relevant documentation requested by EzyZone
(5) Where the transferee is not a current Affiliate the transferor must complete an EzyZone registration indicating agreeance to the terms and conditions of EzyZone.
(3) EzyZone will not divide the Affiliates interest or rights. EzyZone will only grant one successor to the Affiliateship where it is an Individual, de facto, married couple or business entity.
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14.1. Agreement to Confidentiality
(1) You acknowledge that, during the term of this Agreement, you may be entrusted with confidential information relating to the business, operations, or underlying technology of EzyZone(2) and/or the Affiliate Program (the "Confidential Information"). You shall provide care to avoid disclosure or unauthorized use of the Confidential Information to any other person or entity.
(2) Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its 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 through a source or sources other than such party hereto or its affiliates.
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14.2 Limited Authorization to Distribute
(1) You shall not use the Confidential Information for purposes other than those necessary to further the purposes of this Agreement. You shall not disclose the Confidential Information to third persons or outside parties without the prior written consent of EzyZone. Should you be required under applicable law, rule or regulation, or pursuant to the order of any court or governmental entity of legal process of any governmental entity of competent jurisdiction to disclose Confidential Information in its possession, custody or control, you shall:
(1) give at least thirty (30) days prior written notice of such disclosure to EzyZone;
(2) use its best efforts to limit such disclosure; and
(3) make such disclosure only to the extent so required.
(1) Your obligations hereunder with respect to Confidential Information shall survive the expiration or earlier termination of this Agreement.
(1) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EZYZONE. SHALL IN NO EVENT BE LIABLE TO YOU OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, SUBSCRIBERS, FOR INDIRECT, INCIDENTAL, OR SPECIAL DAMAGES, LOST PROFITS, LOST SAVINGS, OR ANY OTHER FORM OF CONSEQUENTIAL DAMAGES, REGARDLESS OF THE FORM OF ACTION, EVEN IF EZYZONE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER RESULTING FROM BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT. UNDER NO CIRCUMSTANCES SHALL EZYZONE. BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY, INCLUDING, WITHOUT LIMITATION, CUSTOMERS, FOR ANY LOSS, INJURY, OR DAMAGE, OF WHATEVER KIND OR NATURE, RESULTING FROM OR ARISING OUT OF ANY MISTAKES, ERRORS, OMISSIONS, DELAYS, OR INTERRUPTIONS IN THE RECEIPT, TRANSMISSION, OR STORAGE OF ANY MESSAGES OR INFORMATION ARISING OUT OF OR IN CONNECTION WITH THE AFFILIATE PROGRAM OR EZYZONE.
(1) EZYZONE MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, CONCERNING THE PERFORMANCE OR FUNCTIONALITY OF EZYZONE SERVICES, OR OUR AFFILIATE PROGRAM, INCLUDING BUT NOT LIMITED TO THE LINK OR OTHER AFFILIATE ADVERTISEMENTS AND HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE.
(1) You hereby agree to indemnify and hold harmless EzyZone, its parent company, sister companies, subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, expenses (including reasonable attorneys' fees), and costs (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, or in any way connected with this Agreement, including but not limited to:
(1) any breach by you of any warranty, representation, or agreement contained herein,
(2) the performance of your duties and obligations hereunder,
(3) your negligence,
(4) any injury (including death) to persons or damages to property caused directly or indirectly by your negligent or intentional acts or omissions, or
(5) the unauthorized use of any EzyZone intellectual property, including but not limited to the banners, logos, text or graphics; EzyZone, and or any part of the Affiliate Program.
(6) any claim that our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party,
(7) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein,
(8) the development, operation, maintenance and of Your Site and products and services offered from Your Site, or
(9) any claim related to Your Site, including, without limitation, therein not attributable to us.
(1) All notices to us in connection with this Agreement shall be deemed given as of the day they are received either by messenger, delivery service or in the Australian mails, postage prepaid, certified or registered, return receipt requested, and addressed as follows: EzyZone, Attention: Affiliate Program Manager, PO Box 7019, Upper Mount Gravatt, Queensland, 4122 Australia, at the address provide by AFFILIATE at the time of application to the program.
(2) Any notice under this Agreement shall be given by EzyZone to you via email at the address provided by you to EzyZonee at the commencement of this Agreement or as EzyZone is subsequently advised. Notice to you at this address is deemed sufficient regardless of your receipt of such email.
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(1) You acknowledge that you have read this agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this agreement or operate web sites that are similar to or compete with your site. You have independently evaluated the desirability of participating in the program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
19. FEDERAL TRADE COMMISSION ACT - COMPLIANCE
AFFLILIATE agrees to comply with all state and federal regulations, including all provisions of the Federal Trade Commission Act (15 U.S.C. -41-58, as amended) and the Federal Trade Commission Guides Concerning Use of Endorsements and Testimonials in Advertising (16 C.F.R. -255.0 et seq.).
19.1 Consumer Endorsements.
(1) If AFFILIATE is providing endorsement of any of EzyZone's products, AFFILIATE agrees to comply with all requirements of 16 CFR -255.1, including but not limited to:
(1) AFFILIATE will be a bona fide user of the product at the time AFFILIATE makes the endorsement;
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19.2 Endorsement of any Drug or Device.
(1) If AFFILIATE is endorsing any drug or devise, as defined by Federal Trade Commission Act 15 U.S.C. 55, AFFILIATE may only do so in accordance with 16 CFR -255.2, which prohibits the endorsement of a drug or device unless:
(1) AFFILIATE has adequate scientific substantiation for such claim, and
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19.3 Expert Endorsements.
(1) If AFFILIATE provides endorsement based on expertise, pursuant to 16 CFR -255.3, AFFILIATE must ensure:
(1) AFFILIATE's endorsement is support by an actual exercise of his/her/it's expertise in evaluating the product's features with respect to which he/she/it is an expert and which are both relevant to an ordinary consumer's use of or experience with the product and also are available to the ordinary consumer;
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19.4 Endorsement by Organization.
(1) If AFFILIATE provides an endorsement on behalf of an organization, the endorsement must fairly reflect the collective judgment of the organization. (16 CFR -255.4).
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19.5 Disclosure of Payment, Compensation or Benefits.
(1) Pursuant to 16 CFR -255.5, AFFILIATE shall disclose conspicuously in any advertisement to the public, any payment, promise of payment, benefit or compensation he/she/it receives in exchange for any endorsement he/she/it provides to EzyZone, unless AFFILIATE is an expert or well know personality.
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(1) You shall not assign or delegate its obligations under this Agreement, either in whole or in part, without the prior written consent of EzyZone, in its sole discretion. Any attempted assignment in violation of the provisions of this Agreement, whether by operation of law or otherwise, will be void. This Agreement is not intended to and shall not be construed to provide any rights, remedies or benefits to or for any person or entity not a party to this Agreement. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.
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(1) If any provision of this Agreement, or the application thereof to any person or circumstance, shall be held invalid or unenforceable under any applicable law, such invalidity or unenforceability shall not affect any other provision of this Agreement that can be given effect without the invalid or unenforceable provision, or the application of such provision to other persons or circumstances, and, to this end, the provisions hereof are severable.
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(1) No delay or failure by EzyZone in exercising any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right.
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(1) The rights and remedies of EzyZone hereunder shall not be mutually exclusive, i.e., the exercise of one or more of the provisions hereof shall not preclude the exercise of any other provision hereof. You acknowledge, confirm, and agree that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision hereof, the respective rights and obligations hereunder shall be unenforceable by specific performance, injunction, or other equitable remedy. Nothing contained in this Agreement shall limit or affect any rights at law or otherwise of EzyZone for a breach or threatened breach of any provision hereof, it being the intent of this provision to make clear that the respective rights and obligations of EzyZone shall be enforceable in equity as well as at law or otherwise.
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(1) This Agreement shall not be construed or interpreted in favor or against EzyZone or you on the basis of draftsmanship or preparation of the Agreement.
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(1) The headings, captions, and other typographical formatting used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement
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(1) This Agreement shall be interpreted under the laws of Vanuatu without regard to any conflict of laws provisions.
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(1) Any claim, dispute or controversy with respect to, in connection with or arising out of this Agreement shall be subject to and decided by arbitration in the City of Port Vila, Vanuatu, by a panel of three arbitrators. Each Party shall designate one disinterested arbitrator and the two arbitrators so designated shall select a third arbitrator. The persons selected as arbitrators need not be professional arbitrators and persons such as lawyers, accountants, brokers and bankers shall be acceptable, but each shall have substantial experience with respect to information technology and development. The arbitration proceeding shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association then and there pertaining. Any party may initiate arbitration proceedings hereunder by providing written notice ("Demand for Arbitration") to the other party to such claim, dispute or controversy. A Demand for Arbitration shall be made within a reasonable time after the claim, dispute or controversy has arisen; provided, however, that no Demand for Arbitration may be made after the date when institution of such claim, dispute or controversy would be barred by the applicable statutes of limitations. Arbitration proceedings shall be commenced within thirty (30) days of such notice or as soon thereafter as practicable, and the arbitrators shall be required to render a written determination within thirty (30) days after the commencement of such arbitration proceedings. The written award of a majority of the arbitrators shall be final and binding upon the parties and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof, including the federal district courts located in the City of Port Vila, Vanuatu. All costs of any such arbitration shall be borne equally by the parties. The provisions of this paragraph shall survive the expiration or earlier termination of this Agreement.
(2) This Section shall not be construed to prohibit either party from seeking preliminary or permanent injunctive relief in any court of competent jurisdiction, however, the arbitrator hearing the dispute to which the injunction pertains will have the power to modify or dissolve any such injunction, or to order additional injunctive relief, in connection with the final arbitration award. The parties, their representatives, other participants, and the mediator and arbitrator shall hold the existence, content, and result of any mediation and arbitration in confidence except to the extent necessary to enforce a final settlement agreement or to obtain and secure enforcement of or a judgment on an arbitration decision and award.
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(1) By using a Link provided by Affiliate Program, you execute, accept, enter into, and become party to this Agreement. At such point, EzyZone simultaneously and automatically becomes counter-party to this Agreement. The Effective Date of such Agreement is the day on which Link is used by you.
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(1) Together with the above guidelines, this Agreement constitutes the entire agreement between the Parties. No prior or contemporaneous written or oral representation of the Affiliate Program form a part of this Agreement, and this Agreement supersedes all prior agreements between the Parties relating to the subject matter of this Agreement.
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(1) In the event EzyZone shall commence formal legal action to interpret and/or enforce the terms of this Agreement, the prevailing party in any such action or proceeding shall be entitled to recover, in addition to all other available relief, its reasonable attorneys' fees and costs incurred in connection therewith.
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BY CLICKING ON "I AGREE" YOU ARE LEGALLY BINDING YOURSELF/YOUR COMPANY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, AFFIRMING THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT, AND SHALL SUCH ACTION SHALL HAVE THE LEGAL EQUIVILENCE OF YOUR SIGNATURE.
