The Tea Spot
Program Terms
TERMS AND CONDITIONS OF AFFILIATE AGREEMENT
PLEASE READ AND CONSIDER THE ENTIRE AGREEMENT AND ALL TERMS AND CONDITIONS. YOU SHOULD PRINT THIS PAGE FOR YOUR RECORDS.
PLEASE BE ADVISED THAT THIS IS A LEGAL AGREEMENT BETWEEN YOU AND THE TEA SPOT (THETEASPOT.COM). BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING TO EACH AND EVERY TERM AND CONDITIONS AND ARE REPRESENTING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO ABIDE BY AND BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
1. Recitals
Whereas, this Agreement contains the complete terms and conditions that apply to you becoming an affiliate in The Tea Spot’s Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and the theteaspot.com web site. Please note that throughout this Agreement, "we," "us," and "our" refer to theteaspot.com, and "you," "your," and "yours" refer to Affiliate.
Whereas, it is anticipated that the parties will utilize their best efforts to enable and ensure a successful affiliation.
2. Affiliate Obligations
2.1. The first step in the process is to submit an Affiliate application at the ShareASale.com server. Please be advised that auto-approval of an application does not imply acceptance. We reserve the right to re-evaluate your application at any time. We additionally reserve the right to reject any application at The Tea Spot’s sole discretion. The determination of unsuitable content on a site may result in the cancellation of the application or the affiliate status.
2.2. Affiliate represents it will not utilize material that is obscene, defamatory, slanderous, hateful, illegal, promotes or reflects discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, or any other protected class, promotes or encourages any illegal activities, contains or incorporates any material which infringes or assists in the infringement of copyrights, trademarks or any other intellectual property rights or to violate any law, which includes "The Tea Spot" 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 or encourages software downloads that potentially enable diversions of commission from other affiliates in our program; or politically disruptive material, the definition of which shall be at the sole discretion of The Tea Spot.
2.3. It is also understood that Affiliate shall not try to cheat the system in an effort to increase their payments due. If such misuse is detected, the affiliate will be immediately terminated as an affiliate and any sums paid and any sums payable as for commissions will be withheld. Affiliate further agrees to refrain from engaging in any hostile activity toward the system. Any individual that engages in such hostile activity, such as hacking, shall be held liable for any loss sustained by The Tea Spot, or its associates due to such action.
2.4. Affiliate may not create or design a website or utilize any other website, explicitly or implied in a manner which resembles The Tea Spot’s website nor design a website in a manner which leads customers to believe Affiliate is The Tea Spot or any other affiliated business.
2.5. Affiliate assumes all responsibility to follow all applicable intellectual property and other laws pertaining to Affiliate’s site. Affiliate agrees to secure express permission for the use of any copyrighted material. The Tea Spot is not responsible (and you will be solely responsible) for the unauthorized use of another's copyrighted material or other intellectual property in violation of the law or any third-party rights.
2.6. Theteaspot.com reserves the right, at any time, to review placement and approval of all use of Your Links and may require changes in the placement or use in compliance with the guidelines provided.
2.7. Affiliate represents all maintenance and/or updating of its site shall be its sole responsibility. The Tea Spot reserves the right to monitor Affiliate’s site, as necessary, to ensure compliance and will notify you of any changes advised to enhance performance.
3. Theteaspot.com Obligations and Rights
3.1. This Agreement begins with our acceptance of your Affiliate application, and will continue unless terminated hereunder.
3.2. In the event of the commission of a fraud, theteaspot.com reserves the right to terminate this Agreement due to an abuse of the Affiliate program, in any way. Should fraud or abuse be detected, theteaspot.com shall not be liable for any commissions for such fraudulent sales.
3.3. The Tea Spot reserves the monitoring rights to Affiliate’s site at any time to determine compliance with the terms and conditions of this Agreement. The Tea Spot may recommend changes to your site, or to ensure content appropriate links to theteaspot.com and may notify further of any suggested changes to preserve the integrity of the program and the Agreement. Failure to implement reasonable recommendations may result in the termination of your participation as an Affiliate.
4. At Will Termination
This Agreement may be terminated at any time, at will and with or without cause, by providing the other party written notice of termination. 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.
5. Modification
The Tea Spot reserves the right to modify any terms and conditions set forth herein at its sole discretion. Modification occurs by updating this posting, without notice to Affiliate. Should any modification occur, Affiliate will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and Affiliate rules. Should any modification be unacceptable, Affiliate reserves the option to terminate this Agreement as set forth in paragraph four (4). Continued participation in the Affiliate Program following the posting of the changes or any new or updated Agreement on The Tea Spot’s site indicates acquiescence to the changes.
6. Payment
6.1. The parties hereto acknowledge that The Tea Spot utilizes ShareASale.com as a third party affiliate network for processing, tracking and payment. The Tea Spot recommends that Affiliate review that ShareASale.com’s payment terms and conditions.
6.2. Affiliate will receive a unique affiliate URL which you will use to advertise the website. When someone clicks through this URL, a cookie will be set in their browser with your affiliate ID and their IP address may also be logged with your affiliate ID. During that visit to the website or any later visit, when a purchase is made the commission will be given based on the existence of the cookie.
In order to receive proper credit for sales, a person or entity must purchase through your unique affiliate URL. Masking or cloaking of the links (whether done by software or by a script and sometimes referred to as "affiliate link cloaking") may or may not work with parts of the Sites. The Program Operator allows masking or cloaking but you must provide a repeatable process for our verification of the cloaked link, otherwise the use of the masked or cloaked link is disallowed.
7. Access to Affiliate Account Interface
Affiliate agrees to create a password so that a secure interface may be established with ShareASale.com. Reports explaining the calculation of commission are available on the secure interface.
8. Promotion Restrictions
8.1. Affiliate is unrestricted in the promotion of proprietary web sites. Any promotion mentioning theteaspot.com could be construed by the observer as a joint effort. Certain forms of advertising are always prohibited by The Tea Spot. Advertising campaigns commonly referred to as "spamming" is unacceptable to The Tea Spot and could cause reputation damage. 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. Advertising in any way that effectively conceals or misrepresents Affiliate’s identity, domain name, or return email address is prohibited. Direct mail to customers promoting theteaspot.com is not restricted 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. Postings to newsgroups promoting theteaspot.com is permitted so long as commercial messages are specifically permitted by the news group. Clear representation of Affiliate and websites from theteaspot.com must be made at all times. Spamming will be considered cause for termination of this Agreement. Pending balances owed will not be paid if your account is terminated due to unacceptable advertising or solicitation.
8.2. theteaspot.com does not tolerate the sending of unsolicited bulk emails (UCE or SPAM) which promote, or make reference to The Tea Spot, or any of their associated companies or websites, Partners, or employees, the websites, products or services. The provisions of the Terms and Conditions pertaining to UCE or SPAM shall apply to each affiliate. If, in the opinion of the The Tea Spot, Affiliate breaches this rule will have their affiliate status canceled and any outstanding commissions will be forfeited.
8.3. Affiliate represents that the use of keywords to exclusively bid in their Pay-Per-Click campaigns on keywords such as The Tea Spot, Tea Spot, TeaSpot, theteaspot.com, teaspot.com, www.theteaspot, www.theteaspot.com, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords. Affiliate represented that these shall not direct the traffic from such campaigns to their own website prior to re-directing it to theteaspot.com, will be considered trademark violators, and will be banned from the program. Efforts will be made to notify Affiliate prior to the imposition of any ban. 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.
8.4. 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.
8.5. Affiliate agrees to not transmit any “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 The Tea Spot’s site (i.e., no page from our site or any theteaspot.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 The Tea Spot site in IFrames, hidden links and automatic pop ups that open theteaspot.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.
9. Grant of Licenses
9.1. The Tea Spot specifically grants Affiliate 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) uniquely 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. Affiliate is entitled to use the Licensed Materials, only to the extent of membership in good standing of The Tea Spot’s program. Affiliate agrees that all uses of the Licensed Materials shall be on behalf of theteaspot.com.
9.2. The parties hereto agree not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the other 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.
10. Disclaimer
THETEASPOT.COM MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING ITS SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED HEREIN, ANY IMPLIED WARRANTIES OFTHETEASPOT.COM ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, NO REPRESENTATION THAT THE OPERATION OF THE TEA SPOT’S SITE WILL BE UNINTERRUPTED OR ERROR FREE IS MADE, AND NO LIABILITY IS ASSUMED FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
11. Representations and Warranties
Affiliate represents and warrants as follows:
11.1. This Agreement has been duly and validly executed and delivered and constitutes a legal, valid, and binding obligation, enforceable against Affiliate in accordance with its terms;
11.2. Affiliate has 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;
11.3. Affiliate has sufficient right, title, and interest in and to the rights granted to The Tea Spot in this Agreement.
12. Limitations of Liability
THE TEA SPOT WILL NOT BE LIABLE 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, UNINTENDED, 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 THETEASPOT.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.
IF THE FOREGOING LIMITATIONS OR THE LIMITATIONS WITHIN THE TERMS AND CONDITIONS ARE HELD TO BE UNENFORCEABLE, THE PROGRAM OPERATOR'S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT TO ANY PERSON OR ENTITY SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY THAT PERSON OR ENTITY FOR THE PRODUCT, SERVICE, AND OR EBOOK OR SOFTWARE (LICENSE).
13. Indemnification
13.1 Affiliate agrees to indemnify and hold harmless theteaspot.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.
13.2 The Parties shall at all times be solely responsible for the actions of their employees, licensees and other marketing personnel as well as secretarial and support staff hired or engaged by them. The Parties shall not be considered the employer, and shall not be in any way responsible for the unauthorized actions of any of the others personnel or of any associate or licensee thereof or any other brokers or agents. Nothing contained in this Agreement shall be construed as making the Parties partners with each other.
14. 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.
15. Miscellaneous
15.1. Both parties hereto represent and agree that neither is an independent contractor of the other, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship whatsoever. Affiliate has no authority to make or accept any offers or representations on behalf of The Tea Spot.
15.2. 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.
15.3. In the event of any dispute between the Parties relating to this Agreement or the performance of the terms of this Agreement, the Parties agree that such dispute shall be resolved by binding arbitration (“Arbitration”). The Arbitration shall be conducted pursuant to the rules of the Eighth Judicial District Court rules of arbitration. All discovery permitted in judicial proceedings in the State of Colorado shall be permitted in the Arbitration, and judgment on any arbitration award rendered by the arbitrator(s) may be entered in any court. The arbitrator(s) shall have the authority to award punitive, exemplary, or similar damages. The prevailing party in such arbitration proceedings shall be entitled to recover the actual out-of-pocket expenses, including the cost of the arbitration, the fees of the arbitrator(s), and all reasonable attorneys’ fees and compensatory damages. In the event of litigation between the parties, outside of arbitration, the prevailing party in such litigation shall be entitled to recover all costs and reasonable attorneys’ fees from the non-prevailing party. THIS AGREEMENT SHALL BE GOVERNED UNDER COLORADO LAW AND VENUE FOR THE RESOLUTION OF ALL DISPUTES SHALL BE IN COLORADO.
15.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
15.5. This Agreement, when executed, constitutes the entire agreement between the parties and supersedes all (both oral and written) contemporaneous and prior discussions, negotiations, and agreements. Each party represents and warrants to the other that in executing this Agreement, it is not relying on any prior or other discussions, negotiations, or agreements, except for the matters and promises explicitly contained in this Agreement. There shall be no valid or binding amendment, alteration, cancellation, or withdrawal of this Agreement unless made in writing and executed by each of the parties.
15.6. 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.
15.7. No consent or waiver, express or implied, by any party or of any breach or default by a party in the performance of their obligations under this Agreement shall be deemed or construed to be a consent or waiver to any other breach or default by such party under this Agreement. Failure on the part of either party to complain of any act or failure to act of the other party or to declare the other party in default, irrespective of how long such failure continues, shall not constitute a waiver by such party of its rights under this Agreement.
By using our Services, you agree to be bound by these Terms. By using these services, as an Affiliate, employee, independent contractor or agent of any organization, you are agreeing to these Terms and Conditions on behalf of yourself and that organization.
PLEASE READ AND CONSIDER THE ENTIRE AGREEMENT AND ALL TERMS AND CONDITIONS. YOU SHOULD PRINT THIS PAGE FOR YOUR RECORDS.
PLEASE BE ADVISED THAT THIS IS A LEGAL AGREEMENT BETWEEN YOU AND THE TEA SPOT (THETEASPOT.COM). BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING TO EACH AND EVERY TERM AND CONDITIONS AND ARE REPRESENTING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO ABIDE BY AND BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
1. Recitals
Whereas, this Agreement contains the complete terms and conditions that apply to you becoming an affiliate in The Tea Spot’s Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and the theteaspot.com web site. Please note that throughout this Agreement, "we," "us," and "our" refer to theteaspot.com, and "you," "your," and "yours" refer to Affiliate.
Whereas, it is anticipated that the parties will utilize their best efforts to enable and ensure a successful affiliation.
2. Affiliate Obligations
2.1. The first step in the process is to submit an Affiliate application at the ShareASale.com server. Please be advised that auto-approval of an application does not imply acceptance. We reserve the right to re-evaluate your application at any time. We additionally reserve the right to reject any application at The Tea Spot’s sole discretion. The determination of unsuitable content on a site may result in the cancellation of the application or the affiliate status.
2.2. Affiliate represents it will not utilize material that is obscene, defamatory, slanderous, hateful, illegal, promotes or reflects discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, or any other protected class, promotes or encourages any illegal activities, contains or incorporates any material which infringes or assists in the infringement of copyrights, trademarks or any other intellectual property rights or to violate any law, which includes "The Tea Spot" 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 or encourages software downloads that potentially enable diversions of commission from other affiliates in our program; or politically disruptive material, the definition of which shall be at the sole discretion of The Tea Spot.
2.3. It is also understood that Affiliate shall not try to cheat the system in an effort to increase their payments due. If such misuse is detected, the affiliate will be immediately terminated as an affiliate and any sums paid and any sums payable as for commissions will be withheld. Affiliate further agrees to refrain from engaging in any hostile activity toward the system. Any individual that engages in such hostile activity, such as hacking, shall be held liable for any loss sustained by The Tea Spot, or its associates due to such action.
2.4. Affiliate may not create or design a website or utilize any other website, explicitly or implied in a manner which resembles The Tea Spot’s website nor design a website in a manner which leads customers to believe Affiliate is The Tea Spot or any other affiliated business.
2.5. Affiliate assumes all responsibility to follow all applicable intellectual property and other laws pertaining to Affiliate’s site. Affiliate agrees to secure express permission for the use of any copyrighted material. The Tea Spot is not responsible (and you will be solely responsible) for the unauthorized use of another's copyrighted material or other intellectual property in violation of the law or any third-party rights.
2.6. Theteaspot.com reserves the right, at any time, to review placement and approval of all use of Your Links and may require changes in the placement or use in compliance with the guidelines provided.
2.7. Affiliate represents all maintenance and/or updating of its site shall be its sole responsibility. The Tea Spot reserves the right to monitor Affiliate’s site, as necessary, to ensure compliance and will notify you of any changes advised to enhance performance.
3. Theteaspot.com Obligations and Rights
3.1. This Agreement begins with our acceptance of your Affiliate application, and will continue unless terminated hereunder.
3.2. In the event of the commission of a fraud, theteaspot.com reserves the right to terminate this Agreement due to an abuse of the Affiliate program, in any way. Should fraud or abuse be detected, theteaspot.com shall not be liable for any commissions for such fraudulent sales.
3.3. The Tea Spot reserves the monitoring rights to Affiliate’s site at any time to determine compliance with the terms and conditions of this Agreement. The Tea Spot may recommend changes to your site, or to ensure content appropriate links to theteaspot.com and may notify further of any suggested changes to preserve the integrity of the program and the Agreement. Failure to implement reasonable recommendations may result in the termination of your participation as an Affiliate.
4. At Will Termination
This Agreement may be terminated at any time, at will and with or without cause, by providing the other party written notice of termination. 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.
5. Modification
The Tea Spot reserves the right to modify any terms and conditions set forth herein at its sole discretion. Modification occurs by updating this posting, without notice to Affiliate. Should any modification occur, Affiliate will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and Affiliate rules. Should any modification be unacceptable, Affiliate reserves the option to terminate this Agreement as set forth in paragraph four (4). Continued participation in the Affiliate Program following the posting of the changes or any new or updated Agreement on The Tea Spot’s site indicates acquiescence to the changes.
6. Payment
6.1. The parties hereto acknowledge that The Tea Spot utilizes ShareASale.com as a third party affiliate network for processing, tracking and payment. The Tea Spot recommends that Affiliate review that ShareASale.com’s payment terms and conditions.
6.2. Affiliate will receive a unique affiliate URL which you will use to advertise the website. When someone clicks through this URL, a cookie will be set in their browser with your affiliate ID and their IP address may also be logged with your affiliate ID. During that visit to the website or any later visit, when a purchase is made the commission will be given based on the existence of the cookie.
In order to receive proper credit for sales, a person or entity must purchase through your unique affiliate URL. Masking or cloaking of the links (whether done by software or by a script and sometimes referred to as "affiliate link cloaking") may or may not work with parts of the Sites. The Program Operator allows masking or cloaking but you must provide a repeatable process for our verification of the cloaked link, otherwise the use of the masked or cloaked link is disallowed.
7. Access to Affiliate Account Interface
Affiliate agrees to create a password so that a secure interface may be established with ShareASale.com. Reports explaining the calculation of commission are available on the secure interface.
8. Promotion Restrictions
8.1. Affiliate is unrestricted in the promotion of proprietary web sites. Any promotion mentioning theteaspot.com could be construed by the observer as a joint effort. Certain forms of advertising are always prohibited by The Tea Spot. Advertising campaigns commonly referred to as "spamming" is unacceptable to The Tea Spot and could cause reputation damage. 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. Advertising in any way that effectively conceals or misrepresents Affiliate’s identity, domain name, or return email address is prohibited. Direct mail to customers promoting theteaspot.com is not restricted 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. Postings to newsgroups promoting theteaspot.com is permitted so long as commercial messages are specifically permitted by the news group. Clear representation of Affiliate and websites from theteaspot.com must be made at all times. Spamming will be considered cause for termination of this Agreement. Pending balances owed will not be paid if your account is terminated due to unacceptable advertising or solicitation.
8.2. theteaspot.com does not tolerate the sending of unsolicited bulk emails (UCE or SPAM) which promote, or make reference to The Tea Spot, or any of their associated companies or websites, Partners, or employees, the websites, products or services. The provisions of the Terms and Conditions pertaining to UCE or SPAM shall apply to each affiliate. If, in the opinion of the The Tea Spot, Affiliate breaches this rule will have their affiliate status canceled and any outstanding commissions will be forfeited.
8.3. Affiliate represents that the use of keywords to exclusively bid in their Pay-Per-Click campaigns on keywords such as The Tea Spot, Tea Spot, TeaSpot, theteaspot.com, teaspot.com, www.theteaspot, www.theteaspot.com, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords. Affiliate represented that these shall not direct the traffic from such campaigns to their own website prior to re-directing it to theteaspot.com, will be considered trademark violators, and will be banned from the program. Efforts will be made to notify Affiliate prior to the imposition of any ban. 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.
8.4. 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.
8.5. Affiliate agrees to not transmit any “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 The Tea Spot’s site (i.e., no page from our site or any theteaspot.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 The Tea Spot site in IFrames, hidden links and automatic pop ups that open theteaspot.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.
9. Grant of Licenses
9.1. The Tea Spot specifically grants Affiliate 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) uniquely 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. Affiliate is entitled to use the Licensed Materials, only to the extent of membership in good standing of The Tea Spot’s program. Affiliate agrees that all uses of the Licensed Materials shall be on behalf of theteaspot.com.
9.2. The parties hereto agree not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the other 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.
10. Disclaimer
THETEASPOT.COM MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING ITS SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED HEREIN, ANY IMPLIED WARRANTIES OFTHETEASPOT.COM ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, NO REPRESENTATION THAT THE OPERATION OF THE TEA SPOT’S SITE WILL BE UNINTERRUPTED OR ERROR FREE IS MADE, AND NO LIABILITY IS ASSUMED FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
11. Representations and Warranties
Affiliate represents and warrants as follows:
11.1. This Agreement has been duly and validly executed and delivered and constitutes a legal, valid, and binding obligation, enforceable against Affiliate in accordance with its terms;
11.2. Affiliate has 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;
11.3. Affiliate has sufficient right, title, and interest in and to the rights granted to The Tea Spot in this Agreement.
12. Limitations of Liability
THE TEA SPOT WILL NOT BE LIABLE 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, UNINTENDED, 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 THETEASPOT.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.
IF THE FOREGOING LIMITATIONS OR THE LIMITATIONS WITHIN THE TERMS AND CONDITIONS ARE HELD TO BE UNENFORCEABLE, THE PROGRAM OPERATOR'S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT TO ANY PERSON OR ENTITY SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY THAT PERSON OR ENTITY FOR THE PRODUCT, SERVICE, AND OR EBOOK OR SOFTWARE (LICENSE).
13. Indemnification
13.1 Affiliate agrees to indemnify and hold harmless theteaspot.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.
13.2 The Parties shall at all times be solely responsible for the actions of their employees, licensees and other marketing personnel as well as secretarial and support staff hired or engaged by them. The Parties shall not be considered the employer, and shall not be in any way responsible for the unauthorized actions of any of the others personnel or of any associate or licensee thereof or any other brokers or agents. Nothing contained in this Agreement shall be construed as making the Parties partners with each other.
14. 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.
15. Miscellaneous
15.1. Both parties hereto represent and agree that neither is an independent contractor of the other, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship whatsoever. Affiliate has no authority to make or accept any offers or representations on behalf of The Tea Spot.
15.2. 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.
15.3. In the event of any dispute between the Parties relating to this Agreement or the performance of the terms of this Agreement, the Parties agree that such dispute shall be resolved by binding arbitration (“Arbitration”). The Arbitration shall be conducted pursuant to the rules of the Eighth Judicial District Court rules of arbitration. All discovery permitted in judicial proceedings in the State of Colorado shall be permitted in the Arbitration, and judgment on any arbitration award rendered by the arbitrator(s) may be entered in any court. The arbitrator(s) shall have the authority to award punitive, exemplary, or similar damages. The prevailing party in such arbitration proceedings shall be entitled to recover the actual out-of-pocket expenses, including the cost of the arbitration, the fees of the arbitrator(s), and all reasonable attorneys’ fees and compensatory damages. In the event of litigation between the parties, outside of arbitration, the prevailing party in such litigation shall be entitled to recover all costs and reasonable attorneys’ fees from the non-prevailing party. THIS AGREEMENT SHALL BE GOVERNED UNDER COLORADO LAW AND VENUE FOR THE RESOLUTION OF ALL DISPUTES SHALL BE IN COLORADO.
15.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
15.5. This Agreement, when executed, constitutes the entire agreement between the parties and supersedes all (both oral and written) contemporaneous and prior discussions, negotiations, and agreements. Each party represents and warrants to the other that in executing this Agreement, it is not relying on any prior or other discussions, negotiations, or agreements, except for the matters and promises explicitly contained in this Agreement. There shall be no valid or binding amendment, alteration, cancellation, or withdrawal of this Agreement unless made in writing and executed by each of the parties.
15.6. 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.
15.7. No consent or waiver, express or implied, by any party or of any breach or default by a party in the performance of their obligations under this Agreement shall be deemed or construed to be a consent or waiver to any other breach or default by such party under this Agreement. Failure on the part of either party to complain of any act or failure to act of the other party or to declare the other party in default, irrespective of how long such failure continues, shall not constitute a waiver by such party of its rights under this Agreement.
By using our Services, you agree to be bound by these Terms. By using these services, as an Affiliate, employee, independent contractor or agent of any organization, you are agreeing to these Terms and Conditions on behalf of yourself and that organization.