BusinessRocket Affiliate Program Agreement
This Affiliate Program Agreement (“Agreement”) is between BusinessRocket, Inc a Delaware corporation (“Company”), with a principal business address of 15442 Ventura Blvd., Ste 101, Sherman Oaks, CA 91403 and you (“Affiliate”) and your website and properties (“Affiliate website”). The Companies primary business address is https://www.BusinessRocket.com (“Company Website”)
This Agreement contains the complete terms and conditions that apply to the Affiliates participation in the Companies Affiliate Program.
Enrollment: Affiliate must complete the Affiliate Program Application. Affiliate agrees to provide all information to the best of its knowledge and if said information changes in the future, it is the responsibility of the Affiliate to notify the Company about said changes. Company may reject your application for any reason. Applications are treated on a case-by-case basis, Affiliate may inquire to the Company about the reasons an application was rejected. Affiliates may reapply to the Affiliate program at any time. To begin the enrollment process, you will complete and submit the online application at the ShareASale.com server. The fact that we auto-approve applications does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion.
Affiliate Obligations: We may cancel your application if we determine that your site is unsuitable for our Program, including if it:
• Promotes sexually explicit materials
• Promotes violence
• Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
• Promotes illegal activities
• Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
• Includes "Companies" or variations or misspellings thereof in its domain name
• Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
• Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
• 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 BusinessRocket.com or any other affiliated business.
• Promotes or conducts self-referrals – This program is solely created for marketing and advertising purposes to new audiences and cannot be used for self-referrals to provide BusinessRocket services to your own clients. The referral fee is contingent upon the company paying a referral fee to an affiliate for the introduction of a new customer. BusinessRocket shall have direct communication to the new customer, if it deemed that the affiliate is self-placing orders, the company shall stop all payments and hold any pending payments, until the advertiser is able to respond to the written request of the
• Promotion of Coupon Codes: Company does not have any public coupon codes available. Affiliate is authorized to reach out to company to obtain a personalized coupon code for advertising purposes, affiliate is restricted from advertising any coupon codes of company.
company with proof of advertising channels that the advertiser is promoting for the conversions that are being generated.
The Company reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you. 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. 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.
Termination
Either party may terminate 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 SMS. Additionally, this Agreement will terminate immediately upon any breach of this Agreement by you.
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 Company’s Affiliate Program rules. If any modification is unacceptable to you, you may terminate this agreement. Your continued participation in the Company's Affiliate Program after modifications stipulates an agreement to the newly established Affiliate Program rules.
Payment
BusinessRocket.com uses a third party to handle all of the tracking and payment. The third party is the ShareASale.com affiliate network. Kindly review the network’s payment terms and conditions.
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.
Promotion Restrictions
Certain forms of advertising are always prohibited by BusinessRocket.com. Advertising commonly referred to as "spamming" is unacceptable to the Company. 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 BusinessRocket.com so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote BusinessRocket.com so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from BusinessRocket.com. 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 BusinessRocket.com Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation. Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as BusinessRocket.com, BusinessRocket, www.BusinessRocket.com, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, 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. 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 BusinessRocket.com’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) intercepts 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, MSN, Yahoo, Overture, AltaVista, Hotbot 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 BusinessRocket.com’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.
Licenses
BusinessRocket.com grant’s 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 BusinessRocket.com's Affiliate Program.
You agree that all uses of the Licensed Materials will be on behalf of BusinessRocket.com and the good will associated therewith will inure to the sole benefit of BusinessRocket.com. 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.
Disclaimer
BUSINESSROCKET.COM MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING BUSINESSROCKET.COM SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF BUSINESSROCKET.COM 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. Representations and Warranties You represent and warrant that:
• 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;
• 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;
• You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
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 BUSINESSROCKET.COM'S 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.
Indemnification
You hereby agree to indemnify and hold harmless BusinessRocket.com, 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.
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.
Miscellaneous
You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and BusinessRocket.com. 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 any other of Your Site or otherwise, that reasonably would contradict anything in this Section. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California without regard to the conflicts of laws and principles thereof. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.
