Please read the following Webmaster Agreement (the 'Agreement'). When you enroll to become a webmaster with Rude.com (the 'Program'), you agree to all of the terms and conditions of this Agreement. Please read the following terms and conditions carefully, as they form the agreement between you, the Webmaster, and the Program.
IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MUST NOT COMPLETE THE APPLICATION FORM TO BECOME A WEBMASTER. BY COMPLETING THE APPLICATION FORM TO BECOME AN AFFILIATE, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT.
Enrollment in Program:
By completing the necessary form(s) to enroll in Program, you represent and warrant to Program that you are over the age of 18 or the age of majority in your jurisdiction, whichever is higher ('Age of Majority'), and that you are capable of entering into this Agreement. Program reserves the right to either refuse to accept your enrollment or to immediately terminate your membership to Program, if Program, in Program's sole and absolute discretion, believes you to be under the Age of Majority. By completing such form(s) you are also certifying to Program that the laws in your jurisdiction do not in anyway prohibit you from entering into this Agreement.
License Granted:
You are hereby granted a revocable, non-exclusive, non-transferable license to access and download promotional banners, videos, photographs, other promotional materials, and/or promotional materials created by you, provided that such materials are approved by Program in writing ('Promotional Items'), for use on site(s) owned by you ('Referral Sites'). Such Promotional Items are licensed to you for the limited purposes of advertising, marketing and promoting Member Sites. Any and all licenses granted to you pursuant to this agreement shall immediately cease and revert to Program upon the termination or cancellation of this agreement.
You agree not to share any of the Promotional Items with anyone in any way which is not in accordance with the terms of this Agreement and applicable law.
NO LICENSE TO USE CERTAIN AD-WORDS AND CERTAIN INTELLECTUAL PROPERTY:
Although you are hereby granted a revocable, non-exclusive, non-transferable license to use the names of our various websites in connection with referring traffic to such websites ('Site Names' or 'Sites'), you are not, as a part of this non-exclusive, revocable license, permitted to bid on, purchase or otherwise register/use 'RUDE' or other of the Site Names or use the words 'Official', 'Officially' or 'Official Site' as keywords (sometimes referred to as 'AdWords') on Internet search engines, such as google.com, ask.com, yahoo.com, bing.com, etc.; use the Site Names in association with any similar or competing website or service; or register any domain name which incorporates or is a 'misspelling' of any of the Site Names. You agree that in the event you violate any part of this section of this Agreement, you will be immediately terminated from the Program, any monies earned but not yet paid will be forfeited, and that you will cooperate fully in transferring any items forbidden by this section to Program as the rightful owner.
Your Website Names:
Subject to the limitations in the paragraph above and pursuant to the license granted to you herein, Program will permit you to use any and all Site Names that you may choose in connection with promoting the Sites so long as such website domain name(s) registered by you does not infringe on Program's, Program's affiliated entities' or any third party's intellectual property rights, defame, insult or otherwise harass anyone, and does not promote or suggest any illegal activity.
Representations to Program:
You hereby represent and warrant that you will put safeguards in place, including, but not limited to an 'age verification' page, so that no persons who have not yet attained the Age of Majority may view any and all Promotional Items which may contain explicit images. You further represent and warrant that you will not 'deep link' so that a person referred to the Sites does not first have to confirm that he/she is at least the Age of Majority.
You further warrant that you have all legal rights, free from any and all encumbrances and third party claims, to all images, text, script(s), applications, logos and functional elements appearing on all Referral Sites.
No Promotion in Violation of YouTube, FaceBook, Myspace or Other Third Party Terms
You represent and warrant that you will only advertise on services and providers which permit such advertisement. You understand and agree that if you advertise for any service or provider which does not permit such advertising, including, without limitation, Myspace or Craigslist, your account will be terminated without notice and without pay.
Enrollment with Program:
Program endeavors to evaluate every application to us in good faith and as quickly as possible. Program reserves the right to deny an application for any reason, including but not limited to:
1. You supply us with inaccurate or incomplete data, and
2. You are attempting to register users from outside one of the following countries USA, UK, Canada, Australia, Germany, France, Spain, Luxembourg, Austria, Denmark, Finland, Italy, Greece, Iceland, Netherlands, New Zealand, Sweden, Switzerland, Belgium, Japan, Mexico, Bahamas, Bermuda, Ireland
Ownership of Promotional Items:
You hereby acknowledge and agree that all rights to the Promotional Items belong solely to Program and/or Program's licensor(s). You further acknowledge and agree that any Promotional Item(s) created by you and approved by Program are a specially ordered and commissioned "work made for hire" within the meaning of the 1976 Copyright Act for the compensation provided according to the terms of the payout agreement agreed upon by you and Program.
Emails From You:
Program does not permit email marketing or promotion of the Sites. You acknowledge and agree that any email marketing by you will be grounds for immediate termination from Program, without pay.
From Program:
You acknowledge and agree that it may be necessary for Program to email you with information regarding your account with Program and changes to Program. You further acknowledge and agree that while Program has the right to send such emails to you, Program is under no obligation to do so regardless of any emails Program may have sent in the past or may send in the future.
Independent Entities:
Nothing in this Agreement is intended by you or Program to constitute a joint venture or collaboration between you and Program. You acknowledge that you are in no way an agent, employee or similarly situated employment like relationship. You further acknowledge that you are only an affiliate of Program and have no authority to act on Program's behalf or bind Program to any debt or agreement.
Program Payouts:
Program issues payments to webmaster (each a "Payout") based upon the program they choose. Program options are RevShare, Pay Per Sale, and Pay Per Lead.
RevShare:
Will pay a webmaster 25% of all monies spent by the referred user.
Pay Per Sale:
Will pay a webmaster $30 upon the first purchase from the referred user.
Pay Per Lead:
Due to a high fraud rate, Pay Per Lead is reserved only for those WHO HAVE PROVEN PRODUCTIVE TRAFFIC.
Will pay a webmaster, WHO HAS PROVEN PRODUCTIVE TRAFFIC, for each confirmed referral $1 from the following countries: USA, UK, Canada, Australia, Germany, France, Spain, Luxembourg, Austria, Denmark, Finland, Italy, Greece, Iceland, Netherlands, New Zealand, Sweden, Switzerland, Belgium, Japan, Mexico, Bahamas, Bermuda, Ireland
Payouts:
Are processed on the 1st and 15th of the month.
Please Note: All payout requests need to be done by 11:59pm EST on the 14th and the 30/31st of the month.
Payout requests made on the 1st and 15th will not be processed until the next payout date, regardless if it lands on a weekend or holiday. There are NO exceptions.
All accounts have a $100 holdback, after the holdback is met payout's can be requested in $50 increments.
We highly recommend that you do one lump sum payout on the 30th /31st and on the 14th.
US citizens must have provided an SSN or tax id on your producer application to receive any payouts.
All payouts are done by check (US only) or wire (US and International)
Checks have a $1 fee, US Direct Deposits have a $6 fee and wires have a $25 fee for domestic and $50 for international, FEES are deducted from your payout.
Webmaster Referral:
Program will pay webmaster 5% per active webmaster referred to the Program. For the webmaster referral program an active webmaster is defined as a webmaster that has sent a small number of customer signups (the number is randomly selected between 4-8 to prevent fraud) to our sites shown here, http://www.rude.com Family members are not eligible as referrals and any attempt to "cheat" the program will result in immediate account termination.
Change to Payment Information:
You agree to notify Program of any change in your payment information at least five (5) days before the close of any pay period. No changes to your information are valid until you have received written confirmation from Program.
Invalid Subscriptions:
You acknowledge and agree that you shall not be entitled to any compensation from Program for and subscription if Program determines or believes, in Program's sole discretion, that such subscription is the result of possibly fraudulent activity. Following is a list of what Program deems to constitute fraudulent activity:
* Multiple subscriptions coming from the same I.P. address within a short period of time;
* Multiple or sequential subscriptions with credit cards which have the same bin number;
* Multiple subscriptions from the same credit card number;
* Subscriptions which are cancelled within twenty-four (24) hours of sign-up;
* Credit card used for subscription is in a 'negative' database;
* Credit card with a bin number which is listed in the 'negative' database; and
* A sudden surge in subscriptions from any or all of your sites, when such site(s) suddenly has a drastic increase in subscriptions.
You acknowledge and agree that the foregoing list is not an exhaustive list of all conduct which may constitute fraudulent activity, for which you will not be compensated. You further acknowledge and agree that the foregoing list may be changed at any time, as Program may deem necessary.
Suspension or Termination:
Program reserves the right to either terminate or suspend your status with Program in the event that referrals from your sites are subject to a high rate of 'chargeback’s' or cancellations of accounts. Program further reserves the right to terminate or suspend your account with Program if you have a high rate of fraudulent activity with respect to referrals as such are outlined in the immediately preceding section.
Termination/Rejection:
In addition to reasons for termination mentioned previously herein, Program reserves the right to immediately terminate your account with Program, without notice to you, if at any time:
* you promote any of our sites using Spam
* you utilize redirect traffic to promote any of our sites
* you purchase or attempt to purchase any of our Site Names as a Google AdWord or any similar advertising device;
* you advertise on any service or website (such as YouTube, FaceBook, Myspace or Craigslist or similar) in a way which is not permitted by such service or website’s Terms of Use;
* Program has previously terminated you;
* any of your sites making referrals to Program has content which does not conform with the laws of the United States;
* the inclusion of any defamatory, obscene, harassing, or content which is otherwise contrary to law;
* any of your sites making referrals to Program promotes, aids or abets the sale, re-sale or trading of Program passwords;
* any Referral Site promotes, aids, abets or constitutes an infringement, misappropriation or violation of any person's or entity's intellectual property rights including, but not limited to, copyrights, trademark rights, right of publicity, patent rights, personal property rights, privacy rights or other rights;
* participating in any activities that may be harmful to the reputation, image, and or goodwill of Program and/or the Sites;
* permitting access to or sharing the Promotion Materials to individuals under the Age of Majority;
* attempting to circumvent Program's and/or the Site's age verification pages;
* the inclusion of any language suggesting that the models appearing on the Sites are under the age of 18 and/or that such models appear to be doing any act which is not in conformity with United States law;
* a Referral Site has references to; photographs or video depicting; promotes; or in any way suggests Program or the Sites contain or endorse: child pornography, incest, scat, coffins, defecation, genital mutilation, teen modeling (under 18), actual or simulated rape, sexual violence, menstruation, obscenity, and/or bestiality;
* the inclusion of any links or advertisements promoting any activity which does not conform to the United States, including, without limitation, promoting drugs, violence, hate speech, and/or violence;
* any material, date, file(s), program or other material which contains viruses, Trojan Horses or any other destructive script or program on any of your sites promoting the Sites. Program may immediately terminate this Agreement and all monies owed to you by Program will be deemed forfeited by you.
* you use incentive tactics such as "signup to receive your free password" to unlock pictures, videos, movies, or anything not related to a product distributed by Rude.com will be terminated.
* you use blind links / URL shorteners
* Submitted URL is a sub domain such as "whateversite.blogspot.com" and/or "whateversite.weebly.com" etc. Our stats confirm that sites using a sub domain are not productive for our program.
Cancellation:
Either party may terminate this Agreement by delivering to the other written notice of cancellation. An email sent by Program to the email address associated with your account shall be deemed adequate notice to you, whether or not you actually read such email.
Effect of Termination or Cancellation:
Immediately upon termination or cancellation any and all licenses granted to you herein cease and revert to Program. You agree to immediately remove from any and all websites owned, controlled, managed, and/or maintained by you and destroy all copies of the Promotional Items. If at the time of termination or cancellation you manage, own, operate or otherwise control a website which incorporates the Site Names or misspellings thereof, you agree to transfer such websites to the Program within twenty (20) days of termination or cancellation. Upon the request of Program, you agree to mail to Program written confirmation that all Promotional Items have been removed and destroyed. You understand that your failure to comply with this section will result in irreparable harm to the Program and the intended third party beneficiary. Program reserves the right to take any and all legal actions necessary to enforce the provisions of this section against you including, without limitation, monetary damages, injunctions, and actions for specific performance.
NO WARRANTIES:
YOU EXPRESSLY AGREE THAT YOUR PERFORMANCE UNDER THIS AGREEMENT AND USE OF THE PROMOTIONAL MATERIALS ARE AT YOUR SOLE AND EXCLUSIVE RISK. ALL MATERIALS AND SERVICES PROVIDED BY PROGRAM ARE ON 'AS IS, WITH ALL FAULTS' AND 'AS AVAILABLE' BASES. PROGRAM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. PROGRAM MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES PROGRAM MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR THAT DEFECTS IN ANY SOFTWARE, HARDWARE OR THE SERVICES WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY USE YOU MAKE OF ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF PROGRAM IS AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. YOU ALSO AGREE TO BE SOLELY LIABLE TO PROGRAM FOR THE LOSS OF ANY DATA AND/OR MATERIALS PROVIDED TO YOU BY PROGRAM, INCLUDING BUT NOT LIMITED TO DAMAGE CAUSED AS A RESULT OF HACKING AND/OR VIRUSES.
Indemnification:
You agree to defend, indemnify, defend, and hold Program and its affiliates, successors, assigns, officers, employees, agents, directors, shareholders and attorneys, harmless from and against any and all claims and liabilities, including reasonable attorneys' and experts' fees, related to or arising from (a) any breach by you of this Agreement; (b) your use (or misuse) of Program's services and/or Promotional Materials; (c) all conduct and activities occurring using your account and/or Referral Sites; (d) any item or service sold or advertised in connection with your Referral Sites; (e) any defamatory, libelous or illegal material(s) contained within your Content or material(s) or your information and data; (f) any claim or contention that any of your Referral Sites contain any information, data or other materials which infringes any third party's patent, copyright, trademark, or other intellectual property rights or violates any third party's rights of privacy or publicity; (g) third party access or use of the Promotional Materials provided to you information and data; (h) any claim related to your website(s); (i) any costs incurred on your behalf as a result of your failure to comply with local or Federal United States Law; and/or (j) any violation of this Agreement. Program reserves the right, at its own expense, to participate in the defense of any matter otherwise subject to indemnification from you, but shall have no obligation to do so and Program is permitted by this Agreement to later seek indemnification from you. You shall not settle any such claim or liability without the prior written consent of Program, which consent shall not be unreasonably withheld. You understand that Program will take any and all measures to protect itself from any legal or civil litigation including, but not limited to, removing your website(s) from its servers and/or canceling your account, in Program's sole discretion. You also understand that Program will charge, on an hourly basis, for any and all time spent responding to any third party complaints, disputes, copyright claims or actions involving you or your Referral Sites.
Notice and Account Information Notice:
Any notice or payment required by or in furtherance of this Agreement may be provided by email to the email address on file for the party to be noticed, or personal delivery by commercial carrier such as FedEx or Airborne. You agree to keep current email and address information on file with Program for this purpose.
Notice shall be deemed effective upon receipt by the other party, except as provided for herein. Notices delivered by overnight carrier (e.g., United States Express Mail or Federal Express) shall be deemed delivered on the business day following mailing. Notices mailed by United States Mail, postage prepaid, registered or certified with return receipt requested, shall be deemed delivered five (5) days after mailing. Notices delivered by any other method shall be deemed given upon receipt. Notices by email and facsimile transmission, with confirmation from the transmitting machine that the transmission was completed, are acceptable under this Agreement provided that they are delivered one (1) hour after transmission if sent during the recipient's business hours, or 9:00 a.m. (recipient's time) the next business day.
In the event that any correctly addressed notice that is refused, unclaimed, or undeliverable, because of an act or omission of the party to be notified shall be deemed effective as of the first date that said notice was refused or deemed undeliverable by the postal authorities, messenger, facsimile machine, email server, or overnight delivery service.
Waiver of Liability:
You hereby waive any and all damages, including interest, on any monies not received by you as a result of your violation of this section.
Jurisdiction and Costs:
You hereby agree that all disputes arising out of this Agreement shall be governed by the laws of and governing Denver County, Colorado excluding its conflict of law provisions. You and Program hereby agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. You and Program hereby submit to the exclusive jurisdiction of the state and federal courts Denver County, Colorado for resolution of all disputes. Exclusive venue for any litigation permitted under this Agreement shall be with the state and federal courts located in Denver County, Colorado.
In the event either you or Program shall commence any claims, suits, or formal legal action to interpret and/or enforce the terms and conditions of this Agreement, or relating in any way to this Agreement, including without limitation asserted breaches of representations and warranties, 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, including attorney's fees incurred on appeal.
Non-Transferable or Assignable:
You agree and acknowledge that you are not permitted to assign this Agreement to any third party and any attempt to do so will be deemed as your notice of termination.
No Waiver:
Program's failure to enforce any and all remedies shall not be construed as a waiver thereof.
Headings:
Headings are used herein for ease of reference purposes and shall not be used in interpreting, construing and/or enforcing this Agreement.
Serve-ability
The invalidity, illegality or enforceability of any part of this Agreement or any of its terms, as determined by a court of competent jurisdiction, shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from this Agreement.
Entirety of Agreement:
Except where expressly stated to the contrary herein, this Agreement constitutes the entire agreement and understanding between you and Program, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.
Binding Agreement:
You and Program acknowledge the legally binding nature of this Agreement. By checking the box next to the 'I agree to the conditions outlined in the terms of service agreement,', you are acknowledging and affirmatively stating that you have read and understood the terms of this Agreement and that you agree to be bound by this Agreement. You hereby adopt the /s/ mark appearing on the signature line below as your electronic signature on this document.
IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have each signed this document electronically pursuant to the E-SIGN Act. |
