1.0.
Overview
This Agreement contains the
complete terms and conditions that apply to you becoming an affiliate
in TestHQ's Affiliate Program. The purpose of this Agreement is
to
allow HTML linking between your web site and the TestHQ website.
Please note that throughout this Agreement, "we," "us," and "our" refer
to TestHQ, and "you," "your," and "yours" refer to the
affiliate.
2.0.
Affiliate
Obligations
2.1.
To begin the enrollment process, you will complete and submit the
online application on Shareasale. We may reject your
application at our sole discretion. We may cancel your application if
we determine that your site is unsuitable for our Program, including if
it:
(a)
Promotes sexually explicit materials
(b) Promotes violence
(c) Promotes discrimination based
on race, sex, religion, nationality, disability, sexual orientation, or
age
(d) Promotes illegal activities
(e) Incorporates any materials
which infringe or assist others to infringe on any copyright, trademark
or other intellectual property rights or to violate the law
(f) Includes "Merchant" or
variations or misspellings thereof in its domain name
(g) Is otherwise in any way
unlawful, harmful, threatening, defamatory, obscene, harassing, or
racially, ethnically or otherwise objectionable to us in our sole
discretion.
(h) Contains software downloads
that potentially enable diversions of commission from other affiliates
in our program.
(i) You may not create or design
your website or any other website that you operate, explicitly or
implied in a manner which resembles our website nor design your website
in a manner which leads customers to believe you are TestHQ or
any
other affiliated business.
2.2.
As a member of TestHQ's Affiliate Program, you will have access
to
an affiliate dashboard. Here you will be able to review our
Program’s details and previously-published affiliate newsletters,
download HTML code (that provides for links to web pages within the
TestHQ
web site) and banner creatives, browse and get tracking
codes
for our coupons and deals. In order for us to accurately keep track of
all guest visits from your site to ours, you must use the HTML code
that we provide for each banner, text link, or other affiliate link we
provide you with.
2.3. TestHQ
reserves the right, at any time, to review your placement and approve
the use of our links and require that you change the placement or use
to comply with the guidelines provided to you.
2.4. The
maintenance and the updating of your site will be your responsibility.
We may monitor your site as we feel necessary to make sure that it is
up-to-date and to notify you of any changes that we feel should enhance
your performance.
2.5. It is
entirely your responsibility to follow all applicable intellectual
property and other laws that pertain to your site. You must have
express permission to use any person's copyrighted material, whether it
be a writing, an image, or any other copyrightable work. We will not be
responsible (and you will be solely responsible) if you use another
person's copyrighted material or other intellectual property in
violation of the law or any third party rights.
3.0. TestHQ
Rights and Obligations
3.1.
We have the right to monitor your site at any time to determine if you
are following the terms and conditions of this Agreement. We may notify
you of any changes to your site that we feel should be made, or to make
sure that your links to our web site are appropriate and to notify
further you of any changes that we feel should be made. If you do not
make the changes to your site that we feel are necessary, we reserve
the right to terminate your participation in the TestHQ
Affiliate
Program.
3.2. TestHQ
reserves the right to terminate this Agreement and your participation
in the TestHQ Affiliate Program immediately and without notice
to you
should you commit fraud in your use of the TestHQ Affiliate
Program
or should you abuse this program in any way. If such fraud or abuse is
detected, TestHQ shall not be liable to you for any commissions
for
such fraudulent sales.
3.3. This
Agreement will begin upon our acceptance of your Affiliate application,
and will continue unless terminated hereunder.
4.0.
Termination
Either you or we may end this
Agreement AT ANY TIME, with or without cause, by giving the other party
written notice. Written notice can be in the form of mail, email or
fax. In addition, this Agreement will terminate immediately upon any
breach of this Agreement by you.
5.0.
Modification
We may modify any of the terms and
conditions in this Agreement at any time at our sole discretion. In
such event, you will be notified by email. Modifications may include,
but are not limited to, changes in the payment procedures and TestHQ's
Affiliate Program rules. If any modification is
unacceptable
to you, your only option is to end this Agreement. Your continued
participation in TestHQ's Affiliate Program following the
posting of
the change notice or new Agreement on our site will indicate your
agreement to the changes.
6.0.
Payment
TestHQ uses a third party
to
handle all of the tracking and payment. The third party is the
Shareasale
affiliate network. Kindly review the network’s payment terms
and conditions.
7.0.
Access
to Affiliate Account Interface
You will create a password so that
you may enter Shareasale’s secure affiliate account interface. From
their site you will be able to receive your reports that will describe
our calculation of the commissions due to you.
8.0.
Coupon
Policy
Affiliates may only use coupons and
promotional codes that are provided exclusively through the affiliate
program.
9.0.
PPC Policy
9.1.
Affiliates that among other keywords or exclusively bid in their
Pay-Per-Click campaigns on keywords such as TestHQ, TestHQ,
and/or
any misspellings or
similar
alterations of these – be it separately or in combination with other
keywords will be considered
trademark violators, and will be banned from Merchant’s Affiliate
Program. We will do everything possible to contact the affiliate prior
to the ban. However, we reserve the right to expel any trademark
violator from our affiliate program without prior notice, and on the
first occurrence of such PPC bidding behavior.
9.2. Affiliates MUST NOT also bid on TestHQ trademarked
terms + "term", e.g. "TestHQ
coupons",
"TestHQ coupon codes", "TestHQ coupon",
"TestHQ discount", "TestHQ rebate", "TestHQ
review", etc.
unless was given a written agreement
from TestHQ.
9.3. Affiliates must not include
"Official Site" or represent that your advertisement is sponsored or
endorsed by TestHQ in any way.
9.4. Direct Linking Policy
9.4.1. DIRECT LINKING is NOT ALLOWED on
any SEARCH ENGINES
including but not limited to Google, Yahoo, and Bing.
9.4.2. DIRECT LINKING is ALLOWED on SOCIAL MEDIA including
but not limited to, Facebook, Twitter, YouTube, Instagram or Pinterest.
9.4.3. DIRECT LINKING is ALLOWED on Email, Newsletters, or any other
form of
electronic promotion conducted on behalf of TestHQ Affiliate
partner
10.0.
Promotion Guidelines
10.1.
You are free to promote your own websites, but naturally any promotion
that mentions TestHQ could be perceived by the public or the
press as
a joint effort. You should know that certain forms of advertising are
always prohibited by TestHQ. For example, advertising commonly
referred to as "spamming" is unacceptable to us and could cause damage
to our name. Other generally prohibited forms of advertising include
the use of unsolicited commercial email (UCE), postings to
non-commercial newsgroups and cross-posting to multiple newsgroups at
once. In addition, you may not advertise in any way that effectively
conceals or misrepresents your identity, your domain name, or your
return email address. You may use mailings to customers to promote
TestHQ
so long as the recipient is already a customer or
subscriber
of your services or website, and recipients have the option to remove
themselves from future mailings.
Also, you may post to newsgroups to
promote TestHQ so long as the news group specifically
welcomes
commercial messages. At all times, you must clearly represent yourself
and your websites as independent from TestHQ. If it comes
to
our
attention that you are spamming, we will consider that cause for
immediate termination of this Agreement and your participation in the
TestHQ Affiliate Program. Any pending balances owed to you
will
not
be paid if your account is terminated due to such unacceptable
advertising or solicitation.
10.2. Product
Listing Ads
(PLAs)/Shopping Ads: Affiliates are not permitted to use any data feed
files, including network data feeds and shopping network data feeds, in
PLAs with any of the search engines. Use of PLAs is NOT ALLOWED by
Affiliates under any circumstances.
10.3. Consumer Shopping Engines
(CSEs): Affiliates are NOT PERMITTED to use any TestHQ brand
product
datafeed files with CSEs. In addition, CSEs may not permit their third
party partners from participating in paid search with any of the TestHQ
Materials.
10.4. Reseller, Auctions: Affiliates
are not allowed to resell, auction, mask or manipulate the pricing of
any TestHQ product.
10.5. Self-referrals for affiliate purchases are strictly prohibited.
You can’t click on your affiliate links and/or banners and make orders
via your unique affiliate link.
10.5. Ad Copy and Content
Restrictions
10.5.1.
Truth in advertising. Affiliates are required to be truthful about any
advertisement representing TestHQ including rebate, coupon, and
sales
offers.
10.5.2. Affiliate's advertising
offers and sites must not be shown or construed as an official TestHQ
endorsed advertisement or site.
10.6. Affiliates
are not
prohibited from keying in prospect’s information into the lead form as
long as the prospects’ information is real and true, and these are
valid leads (i.e. sincerely interested in TestHQ’s service).
10.7. Affiliate
shall not transmit any so-called “interstitials,” “Parasiteware™,”
“Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar
Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups
and/or pop-unders” to consumers from the time the consumer clicks on a
qualifying link until such time as the consumer has fully exited
Merchant’s site (i.e., no page from our site or any TestHQ’s
content
or branding is visible on the end-user’s screen).
As used herein a. “Parasiteware™”
and “Parasitic Marketing” shall mean an application that:
(a)
through accidental or direct intent causes the overwriting of affiliate
and non-affiliate commission tracking cookies through any other means
than a customer initiated click on a qualifying link on a web page or
email;
(b) intercept
searches to redirect traffic through an installed software, thereby
causing, pop ups, commission tracking cookies to be put in place or
other commission tracking cookies to be overwritten where a user would
under normal circumstances have arrived at the same destination through
the results given by the search (search engines being, but not limited
to, Google, Bing. Yahoo, and similar search or directory engines);
(c) set
commission tracking cookies through loading of Merchant site in
iFrames, hidden links and automatic pop ups that open TestHQ’s
site;
(d) targets text
on web sites, other than those web sites 100% owned by the application
owner, for the purpose of contextual marketing;
(e) removes,
replaces or blocks the visibility of Affiliate banners with any other
banners, other than those that are on web sites 100% owned by the owner
of the application.
11.0.
Grant
of Licenses
11.1.
We grant to you a non-exclusive, non-transferable, revocable right to:
(i)
access our site through HTML links solely in accordance with the terms
of this Agreement and;
(ii) solely in
connection with such links, to use our logos, trade names, trademarks,
and similar identifying material (collectively, the "Licensed
Materials") that we provide to you or authorize for such purpose. You
are only entitled to use the Licensed Materials to the extent that you
are a member in good standing of TestHQ's Affiliate Program.
You
agree that all uses of the Licensed Materials will be on behalf of
TestHQ
and the good will associated therewith will inure to the
sole
benefit of TestHQ.
11.2.
Each party agrees not to use the other's proprietary materials in any
manner that is disparaging, misleading, obscene or that otherwise
portrays the party in a negative light. Each party reserves all of its
respective rights in the proprietary materials covered by this license.
Other than the license granted in this Agreement, each party retains
all right, title, and interest to its respective rights and no right,
title, or interest is transferred to the other.
12.0.
Disclaimer
TestHQ makes no express or implied
representations or warranties regarding TestHQ service and website
or the products or services provided therein, any implied warranties of
TestHQ's ability, fitness for a particular purpose, and
non-infringement are expressly disclaimed and excluded. In addition, we
make no representation that the operation of our site will be
uninterrupted or error-free, and we will not be liable for the
consequences of any interruptions or errors.
13.0.
Representations and Warranties
You represent and warrant that:
12.1.
This Agreement has been duly and validly executed and delivered by you
and constitutes your legal, valid, and binding obligation, enforceable
against you in accordance with its terms;
12.2. You have
the full right, power, and authority to enter into and be bound by the
terms and conditions of this Agreement and to perform your obligations
under this Agreement, without the approval or consent of any other
party;
12.3. You have
sufficient right, title, and interest in and to the rights granted to
us in this Agreement.
14.0.
Limitations of Liability
We will not be liable to you with
respect to any subject matter of this agreement under any contract,
negligence, tort, strict liability or other legal or equitable theory
for any indirect, incidental, consequential, special or exemplary
damages (including, without limitation, loss of revenue or goodwill or
anticipated profits or lost business), even if we have been advised of
the possibility of such damages. Further, notwithstanding anything to
the contrary contained in this agreement, in no event shall TestHQ'sa
cumulative liability to you arising out of or related to
this agreement, whether based in contract, negligence, strict
liability, tort or other legal or equitable theory, exceed the total
commission fees paid to you under this agreement.
15.0.
Indemnification
You hereby agree to indemnify and
hold harmless TestHQ, and its 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, costs,
and expenses (including reasonable attorneys' fees) (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 (i) 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, (ii) any
misrepresentation of a representation or warranty or breach of a
covenant and agreement made by you herein, or (iii) any claim related
to your site, including, without limitation, content therein not
attributable to us.
16.0.
Confidentiality
All confidential information,
including, but not limited to, any business, technical, financial, and
customer information, disclosed by one party to the other during
negotiation or the effective term of this Agreement which is marked
"Confidential," will remain the sole property of the disclosing party,
and each party will keep in confidence and not use or disclose such
proprietary information of the other party without express written
permission of the disclosing party.
