CURVEEZ
Program Terms
Affiliate Program Agreement (“Program”)
INTRODUCTION
Our affiliates and content providers are very important to us. We do our best to treat you with the fairness and respect you deserve. We simply ask for the same consideration of you. We have written the following affiliate agreement with you in mind, as well as to protect our company's good name.
So please bear with us as we take you through this legal formality.
If you have any questions, please don't hesitate to let us know. We are strong believers in straightforward and honest communication. For the quickest results please email us at affiliates@curveez.com. You can also reach us via phone, toll-free: 1-833-CURVEEZ.
Best regards,
Maximiliano Garay
Curveez Affiliate Manager
AFFILIATE AGREEMENT (“Agreement”)
PLEASE READ THE ENTIRE AGREEMENT.
YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.
THIS IS AN AGREEMENT BETWEEN YOU AND NEW CONCEPTS DISTRIBUTORS INT'L, LLC, A CORPORATION ORGANIZED UNDER THE LAWS OF THE STATE OF FLORIDA, WITH A PLACE OF BUSINESS AT 2315 NW 107TH AVENUE SUITE 1B5-B6 DORAL, FL 33172, dba CURVEEZ (hereinafter “CURVEEZ”).
BY SUBMITTING THE ONLINE APPLICATION, YOU ARE ACCEPTING THIS AGREEMENT, AGREEING THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE BOUND BY EACH AND EVERY TERM AND CONDITION HEREIN DESCRIBED.
1. Overview
1.1 This Agreement contains the terms and conditions that apply to you becoming an affiliate in Curveez’s Affiliate Program. The purpose of this Agreement is to allow HTML linking between your website and the curveez.com website. Please note that throughout this Agreement, "we," "us," and "our" refer to NEW CONCEPTS DISTRIBUTORS INT'L, LLC, Curveez, curveez.com, or Merchant.com; and "you," "your," and "yours" refer to the affiliate.
1.2 In order to sign up for our Program, you will be first asked to submit an Affiliate Application for to join the Program. Submitting the Affiliate Application form does not guarantee that Cuveez will include you in the Program. We will attempt to notify you of our decision to your request of joining the Program. Nonetheless, we are not obligated to provide you any explanation for your rejection, but please be advised that we may reject applicants for any reason, including but not limited to a website or social media page which violates our policies.
1.3 This Agreement does not create an exclusive relationship between you and Curveez. You are free to work with similar affiliate programs in any category of your choosing. Similarly, this Agreement imposes no restrictions whatsoever on Curveez to work with any individual or company we may choose.
1.4 If you are accepted to participate in the Program, then upon notification of acceptance by Curveez, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below.
2. Affiliate Obligations
2.1. To begin the enrollment process, you will complete and submit the online application at the ShareASale.com server. The fact that we may 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. We may cancel your application if we determine that your site is unsuitable for our Program, including, but not limited to, if it:
2.1.1. Promotes sexually explicit materials;
2.1.2. Promotes violence;
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
2.1.4. Promotes illegal activities;
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark, or other intellectual property rights or to violate the law;
2.1.6. Includes Curveez or variations or misspellings thereof in its domain name;
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable to us in our sole discretion;
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program;
2.1.9. 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 designs your website in a manner which leads customers to believe you are Curveez.com or any other affiliated business;
2.2. As a member of Curveez.com's Affiliate Program, you will have access to an Affiliate Account Manager. 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 Curveez.com website) 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 another affiliate link we provide you with;
2.3. Curveez.com 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;
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; and/or
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.
2.6 By submitting the application, you are agreeing that you must be, and are in fact, 18 years of age or older to join our Program, use our website, or sign this Agreement. By submitting the application to our Affiliate Program, you represent and warrant that you are at least 18 years of age and may legally agree to this Agreement. Curveez assumes no responsibility or liability for any misrepresentation of your age.
3. Curveez.com 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 website 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 curveez.com Affiliate Program.
3.2. Curveez.com reserves the right to terminate this Agreement, and your participation in the Curveez.com Affiliate Program immediately and without notice to you should you commit fraud in your use of the Curveez.com Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, Curveez.com 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. Termination
4.1 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.
4.2 Effects of Expiration/Termination. Expiration of this Agreement and termination of this Agreement shall not affect our obligation to pay you, so long as the related payment by the customer transaction is recognized by us within thirty (30) days after the date of such termination or expiration and provided that in no event shall you be entitled to payment under this Agreement if you are eligible to receive a revenue share payment under the Agreement. We will not pay you fees on customer transactions recognized by us after thirty (30) days after the date of such termination or expiration set out above. Provided, however, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any payment will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive payment prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive payment after the expiration or termination of this Agreement. Upon termination or expiration, you will discontinue all use of and delete the tools that we make available to you for your participation in the Affiliate Program. Upon termination or expiration, an Affiliate Lead is not considered valid, and we may choose to maintain it in our database and engage with such a prospect.
Upon termination or expiration, you will immediately discontinue all use of our trademarks, patents, copyrights, and references to this Affiliate Program from your website(s) and other collateral. For the avoidance of doubt, termination or expiration of this Agreement shall not cause a Customer’s subscription agreement to be terminated.
5. Modification
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such an event, you will be notified by email. Modifications may include but are not limited to, changes in the payment procedures and Curveez.com's Affiliate Program rules. If any modification is unacceptable to you, you may end this Agreement in accordance with the Termination process herein described. Your continued participation in curveez.com's Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
6. Payment
6.1 Curveez.com uses a third party to handle all the tracking and payment. The third party is the ShareASale.com affiliate network. Kindly review the network’s payment terms and conditions.
6.2 In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement (completed through the Affiliate Tool); (ii) completed all steps necessary to create your account in accordance with our directions, (iii) have a valid and up-to-date payment method in file with us; and (iv) completed any and all required tax documentation in order for us to process any payments that may be owed to you.
6.3 We or ShareASale.com will determine the currency in which we pay the commission for each Customer Transaction, as well as the applicable conversion rate. We will not pay more than one commission payment or another similar referral fee on any given Customer Transaction (unless we choose to at our discretion). For purposes of this agreement, the commission shall mean an amount described in the ShareASale.com (or if applicable, in the Program Policies)
6.4 You are responsible for payment of all taxes and fees (including bank fees) applicable to the Commission. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us. Commission Amounts. We reserve the right to alter or change the Commission amount as per the Affiliate Tool.
7. 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 the reports that will describe our calculation of the commissions due to you.
8. Promotion Restrictions
8.1. You are free to promote your own websites, but naturally any promotion that mentions Curveez.com 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 Curveez.com. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other 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 Curveez.com 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 Curveez.com so long as the newsgroup specifically welcomes commercial messages. At all times, you must clearly represent yourself and your websites as independent from Curveez.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 Curveez.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.
8.2. Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as curveez.com, Curveez, Curvez, www.curveez, www.curveez.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 Curveez’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.
8.3. 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 Curveez’s service).
8.4. 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 Curveez’s site (i.e., no page from our site or any Curveez.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, Yahoo, Bing, DuckDuckGo, Baidu, Yandex, and similar search or directory engines);
(c) set commission tracking cookies through loading of Curveez site in IFrames, hidden links, and automatic pop-ups that open Curveez.com’s site;
(d) targets text on websites, 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 websites 100% owned by the owner of the application.
9. Grant of Licenses
9.1. 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 the good standing of Curveez.com's Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Curveez.com and the goodwill associated therewith will inure to the sole benefit of Curveez.com.
9.2. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on Curveez’s intellectual property, or Curveez’s products in whole or in part, by any means, except as expressly authorized in writing by us. If you wish to use any of our content, you must request permission and comply with our Usage Guidelines
9.3 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 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
CURVEEZ.COM MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING CURVEEZ.COM SERVICE AND WEBSITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF CURVEEZ.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.
11. Representations and Warranties
You represent and warrant that:
11.1. 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;
11.2. 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;
11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
12. 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 MERCHANT.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.
13. Indemnification
You hereby agree to indemnify and hold harmless Curveez.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 another 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.
14. Confidentiality
14.1 Confidential Information. As used in this Agreement, the term “Confidential Information” means all information, including, but not limited to, the trade secrets and know-how of the respective Parties, any information marked "Confidential" or "Proprietary", and in the case of Licensor, the Licensed Product; provided, however, Confidential Information shall not mean any information that:
(a) is known to the receiving Party at the time of disclosure by the disclosing Party;
(b) is developed independently by the receiving Party without the use of the disclosing Party’s Confidential Information;
(c) is within, or later falls within, the public domain without breach of this Agreement by the receiving Party;
(d) is publicly disclosed with the written approval of the disclosing Party; or
(e) becomes lawfully known or available to the receiving Party without restriction from a source having the lawful right to disclose the information without breach of this Agreement by the receiving Party.
The receiving Party shall have the burden of proof as to establish by competent evidence any of the exceptions set forth in this Agreement.
14.2 In the event the receiving Party is legally requested or compelled in any form to disclose any of the disclosing Party’s Confidential Information, the receiving Party, unless prohibited by applicable law, shall provide the disclosing Party with prompt written notice of such request, so that the disclosing Party may seek a protective order or pursue other appropriate remedies to protect the confidentiality of its information. If such protective order or other remedy is not obtained, the receiving Party will furnish only that portion of the Confidential Information which the receiving Party, upon the opinion of its counsel, is legally required to furnish. The receiving Party will reasonably assist the disclosing Party in its efforts to obtain a protective order or other remedies to protect or limit the disclosure of the information subject to the request.
14.3 Each Party acknowledges that in the performance of this Agreement a Party may receive Confidential Information from a disclosing Party and that, as between the Parties, such Confidential Information is the exclusive property of the disclosing Party. The receiving Party agrees to hold the Confidential Information of the disclosing party in strict confidence in accordance with the provisions of this Agreement. A receiving Party:
(a) shall not permit its employees or agents to remove any proprietary or other legends or restrictive notices contained or included in any Confidential Information provided by the disclosing Party;
(b) shall not permit its employees or agents to copy or modify any Confidential Information except as specifically authorized in this Agreement;
(c) shall not disclose any Confidential Information to a third party without the prior written consent of the disclosing Party;
(d) shall only use the disclosing Party’s Confidential information for purposes of performing its obligations under this Agreement, and shall not otherwise use the information for its own benefit or for the benefit of any third party; and
(e) agrees to keep secure and maintain the Confidential Information of the disclosing Party in a manner no less protective than that used to maintain the confidentiality of the receiving Party's own Confidential Information.
14.4 Limitation on Disclosure. A receiving Party may disclose Confidential Information to its employees or agents under the control and direction of the receiving Party only in the normal course of business and on a need-to-know basis within the scope and purpose of this Agreement. Provided, however, prior to any disclosure all such agents shall have entered into written agreements with the receiving Party requiring such agents to treat and use all such Confidential Information in a manner consistent with the terms and conditions of this Agreement. Except as expressly set forth herein, no licenses under any patent, copyright, or other intellectual property rights of either Party are granted.
14.5 Return of Confidential Information. Upon any termination, cancellation, or rescission of this Agreement, a receiving Party shall:
(i) surrender and deliver all Confidential Information of the other Party, including all copies thereof; or
(ii) destroy the Confidential Information and all copies thereof and provide satisfactory evidence of such destruction to the disclosing Party within one (1) month following termination.
15. GENERAL.
15.1 Term. This Agreement will apply for as long as you participate in the Affiliate Program until terminated.
15.2 Relationship of the Parties. The Parties hereto are and shall remain independent. Nothing herein shall be deemed to establish a partnership, joint venture, or agency relationship between the Parties. Neither Party shall have the right to obligate or bind the other Party in any manner to any third party.
15.3 Assignment/Sublicense. Neither Party shall, directly or indirectly, by operation of law or otherwise, transfer or assign the Program or this Agreement, or transfer, assign or sublicense any rights granted hereunder, with the exception of an assignment carried out as part of a merger, restructuring, or reorganization, or as a sale or transfer of all or substantially all of a Party’s assets, without having secured the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Any attempted assignment in violation of this Section 16.2 shall be void.
15.4 Notices. All notices required to be given pursuant to this Agreement shall be transmitted either by (i) delivery in person, (ii) mail, (iii) email mail, or (iv) fax, addressed to the Party to be notified.
15.5 Export Controls. Each Party to this Agreement acknowledges its obligations to control access to Technical Data (as defined by the U.S. Department of Commerce, Office of Export Administration) under the U.S. Export Control Laws and Regulations and agrees to adhere to such U.S. Export Control Laws and Regulations with regard to any Technical Data received under this Agreement.
15.6 Compliance with Laws. Each Party shall comply with all applicable state, federal and local laws, executive orders, and regulations in the performance of its obligations under this Agreement.
15.7 Waiver. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving Party, nor shall any such waiver, if made, constitute a waiver of any subsequent breach of the same or of any other provision of this Agreement.
15.8 Force Majeure. Neither Party shall be liable to the other by reason of any failure of performance hereunder if such failure arises out of causes beyond such Party's reasonable control, despite the reasonable efforts, and without the fault or negligence of such Party. A Party experiencing such an event shall give as prompt notice as possible under the circumstances.
15.9 Jurisdiction and Venue. Should any claim or controversy arise between the Parties under the terms of this Agreement or in furtherance of this Agreement, such claim or controversy shall be resolved only in the state or federal courts of Florida and said state and federal courts for the State of Florida, shall be the only appropriate jurisdiction and venue therefore. Licensee hereby submits to said jurisdiction and venue.
15.10 Governing Law. This Agreement shall be construed in accordance with and governed by the substantive laws of the State of Florida. The Parties hereby agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
15.11 Severability. If any provision of this Agreement is held invalid or unenforceable under any applicable law, such invalidity or unenforceability will not affect any other provision of this Agreement that can be given effect without the invalid or unenforceable provision, and this Agreement shall be construed as if said invalid or unenforceable provision had not been contained herein.
15.12 Negotiation. This Agreement is the result of negotiation between the Parties and, accordingly, shall not be construed more strongly for or against either Party regardless of which Party was more responsible for the preparation of this Agreement or any portion thereof.
15.13 Remedies Cumulative. The rights and remedies of Licensor and Licensee under this Agreement shall be cumulative and in addition to all other rights and remedies available at law and in equity.
15.14 ShareAsale.com. WE DISCLAIM ALL LIABILITY WITH RESPECT TO ShareAsale.com. WE DO NOT PROMISE TO MAKE THE ShareAsale.com AVAILABLE TO YOU, AND WE MAY CHOOSE TO DO SO, OR NOT TO DO SO, IN OUR DISCRETION.
15.15 Cookie Duration. COOKIES USED AS PART OF THE AFFILIATE TOOL HAVE A SET DURATION. IF A POTENTIAL CUSTOMER CLEARS THEIR COOKIES DURING THIS PERIOD, CURVEEZ SHALL NOT BE LIABLE FOR ANY COMMISSIONS THAT MAY HAVE BEEN OWED TO YOU.
15.16 Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
15.17 Compliance with Applicable Laws. You shall comply and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal, or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Curveez Products. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the Curveez Products to prohibited countries or individuals or permit the use of the Curveez Products by prohibited countries or individuals.
15.18 Program Policies Page. We may change the Program Policies from time to time. Your participation in the Affiliate Program is subject to the Program Policies, which are incorporated herein by reference
15.19 No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the HubSpot Products, our trademarks, or any other property or right of ours.
15.20 Sales by Curveez. This Agreement shall in no way limit our right to sell the HubSpot Products, directly or indirectly, to any current or prospective customers.
15.21 Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
15.22 Survival. The following sections shall survive the expiration or termination of this Agreement: ‘Commission and Payment’, ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination/Expiration’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, ‘Non-Solicitation’ and ‘General’.
INTRODUCTION
Our affiliates and content providers are very important to us. We do our best to treat you with the fairness and respect you deserve. We simply ask for the same consideration of you. We have written the following affiliate agreement with you in mind, as well as to protect our company's good name.
So please bear with us as we take you through this legal formality.
If you have any questions, please don't hesitate to let us know. We are strong believers in straightforward and honest communication. For the quickest results please email us at affiliates@curveez.com. You can also reach us via phone, toll-free: 1-833-CURVEEZ.
Best regards,
Maximiliano Garay
Curveez Affiliate Manager
AFFILIATE AGREEMENT (“Agreement”)
PLEASE READ THE ENTIRE AGREEMENT.
YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.
THIS IS AN AGREEMENT BETWEEN YOU AND NEW CONCEPTS DISTRIBUTORS INT'L, LLC, A CORPORATION ORGANIZED UNDER THE LAWS OF THE STATE OF FLORIDA, WITH A PLACE OF BUSINESS AT 2315 NW 107TH AVENUE SUITE 1B5-B6 DORAL, FL 33172, dba CURVEEZ (hereinafter “CURVEEZ”).
BY SUBMITTING THE ONLINE APPLICATION, YOU ARE ACCEPTING THIS AGREEMENT, AGREEING THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE BOUND BY EACH AND EVERY TERM AND CONDITION HEREIN DESCRIBED.
1. Overview
1.1 This Agreement contains the terms and conditions that apply to you becoming an affiliate in Curveez’s Affiliate Program. The purpose of this Agreement is to allow HTML linking between your website and the curveez.com website. Please note that throughout this Agreement, "we," "us," and "our" refer to NEW CONCEPTS DISTRIBUTORS INT'L, LLC, Curveez, curveez.com, or Merchant.com; and "you," "your," and "yours" refer to the affiliate.
1.2 In order to sign up for our Program, you will be first asked to submit an Affiliate Application for to join the Program. Submitting the Affiliate Application form does not guarantee that Cuveez will include you in the Program. We will attempt to notify you of our decision to your request of joining the Program. Nonetheless, we are not obligated to provide you any explanation for your rejection, but please be advised that we may reject applicants for any reason, including but not limited to a website or social media page which violates our policies.
1.3 This Agreement does not create an exclusive relationship between you and Curveez. You are free to work with similar affiliate programs in any category of your choosing. Similarly, this Agreement imposes no restrictions whatsoever on Curveez to work with any individual or company we may choose.
1.4 If you are accepted to participate in the Program, then upon notification of acceptance by Curveez, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below.
2. Affiliate Obligations
2.1. To begin the enrollment process, you will complete and submit the online application at the ShareASale.com server. The fact that we may 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. We may cancel your application if we determine that your site is unsuitable for our Program, including, but not limited to, if it:
2.1.1. Promotes sexually explicit materials;
2.1.2. Promotes violence;
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
2.1.4. Promotes illegal activities;
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark, or other intellectual property rights or to violate the law;
2.1.6. Includes Curveez or variations or misspellings thereof in its domain name;
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable to us in our sole discretion;
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program;
2.1.9. 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 designs your website in a manner which leads customers to believe you are Curveez.com or any other affiliated business;
2.2. As a member of Curveez.com's Affiliate Program, you will have access to an Affiliate Account Manager. 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 Curveez.com website) 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 another affiliate link we provide you with;
2.3. Curveez.com 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;
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; and/or
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.
2.6 By submitting the application, you are agreeing that you must be, and are in fact, 18 years of age or older to join our Program, use our website, or sign this Agreement. By submitting the application to our Affiliate Program, you represent and warrant that you are at least 18 years of age and may legally agree to this Agreement. Curveez assumes no responsibility or liability for any misrepresentation of your age.
3. Curveez.com 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 website 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 curveez.com Affiliate Program.
3.2. Curveez.com reserves the right to terminate this Agreement, and your participation in the Curveez.com Affiliate Program immediately and without notice to you should you commit fraud in your use of the Curveez.com Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, Curveez.com 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. Termination
4.1 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.
4.2 Effects of Expiration/Termination. Expiration of this Agreement and termination of this Agreement shall not affect our obligation to pay you, so long as the related payment by the customer transaction is recognized by us within thirty (30) days after the date of such termination or expiration and provided that in no event shall you be entitled to payment under this Agreement if you are eligible to receive a revenue share payment under the Agreement. We will not pay you fees on customer transactions recognized by us after thirty (30) days after the date of such termination or expiration set out above. Provided, however, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any payment will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive payment prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive payment after the expiration or termination of this Agreement. Upon termination or expiration, you will discontinue all use of and delete the tools that we make available to you for your participation in the Affiliate Program. Upon termination or expiration, an Affiliate Lead is not considered valid, and we may choose to maintain it in our database and engage with such a prospect.
Upon termination or expiration, you will immediately discontinue all use of our trademarks, patents, copyrights, and references to this Affiliate Program from your website(s) and other collateral. For the avoidance of doubt, termination or expiration of this Agreement shall not cause a Customer’s subscription agreement to be terminated.
5. Modification
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such an event, you will be notified by email. Modifications may include but are not limited to, changes in the payment procedures and Curveez.com's Affiliate Program rules. If any modification is unacceptable to you, you may end this Agreement in accordance with the Termination process herein described. Your continued participation in curveez.com's Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
6. Payment
6.1 Curveez.com uses a third party to handle all the tracking and payment. The third party is the ShareASale.com affiliate network. Kindly review the network’s payment terms and conditions.
6.2 In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement (completed through the Affiliate Tool); (ii) completed all steps necessary to create your account in accordance with our directions, (iii) have a valid and up-to-date payment method in file with us; and (iv) completed any and all required tax documentation in order for us to process any payments that may be owed to you.
6.3 We or ShareASale.com will determine the currency in which we pay the commission for each Customer Transaction, as well as the applicable conversion rate. We will not pay more than one commission payment or another similar referral fee on any given Customer Transaction (unless we choose to at our discretion). For purposes of this agreement, the commission shall mean an amount described in the ShareASale.com (or if applicable, in the Program Policies)
6.4 You are responsible for payment of all taxes and fees (including bank fees) applicable to the Commission. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us. Commission Amounts. We reserve the right to alter or change the Commission amount as per the Affiliate Tool.
7. 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 the reports that will describe our calculation of the commissions due to you.
8. Promotion Restrictions
8.1. You are free to promote your own websites, but naturally any promotion that mentions Curveez.com 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 Curveez.com. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other 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 Curveez.com 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 Curveez.com so long as the newsgroup specifically welcomes commercial messages. At all times, you must clearly represent yourself and your websites as independent from Curveez.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 Curveez.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.
8.2. Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as curveez.com, Curveez, Curvez, www.curveez, www.curveez.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 Curveez’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.
8.3. 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 Curveez’s service).
8.4. 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 Curveez’s site (i.e., no page from our site or any Curveez.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, Yahoo, Bing, DuckDuckGo, Baidu, Yandex, and similar search or directory engines);
(c) set commission tracking cookies through loading of Curveez site in IFrames, hidden links, and automatic pop-ups that open Curveez.com’s site;
(d) targets text on websites, 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 websites 100% owned by the owner of the application.
9. Grant of Licenses
9.1. 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 the good standing of Curveez.com's Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Curveez.com and the goodwill associated therewith will inure to the sole benefit of Curveez.com.
9.2. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on Curveez’s intellectual property, or Curveez’s products in whole or in part, by any means, except as expressly authorized in writing by us. If you wish to use any of our content, you must request permission and comply with our Usage Guidelines
9.3 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 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
CURVEEZ.COM MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING CURVEEZ.COM SERVICE AND WEBSITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF CURVEEZ.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.
11. Representations and Warranties
You represent and warrant that:
11.1. 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;
11.2. 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;
11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
12. 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 MERCHANT.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.
13. Indemnification
You hereby agree to indemnify and hold harmless Curveez.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 another 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.
14. Confidentiality
14.1 Confidential Information. As used in this Agreement, the term “Confidential Information” means all information, including, but not limited to, the trade secrets and know-how of the respective Parties, any information marked "Confidential" or "Proprietary", and in the case of Licensor, the Licensed Product; provided, however, Confidential Information shall not mean any information that:
(a) is known to the receiving Party at the time of disclosure by the disclosing Party;
(b) is developed independently by the receiving Party without the use of the disclosing Party’s Confidential Information;
(c) is within, or later falls within, the public domain without breach of this Agreement by the receiving Party;
(d) is publicly disclosed with the written approval of the disclosing Party; or
(e) becomes lawfully known or available to the receiving Party without restriction from a source having the lawful right to disclose the information without breach of this Agreement by the receiving Party.
The receiving Party shall have the burden of proof as to establish by competent evidence any of the exceptions set forth in this Agreement.
14.2 In the event the receiving Party is legally requested or compelled in any form to disclose any of the disclosing Party’s Confidential Information, the receiving Party, unless prohibited by applicable law, shall provide the disclosing Party with prompt written notice of such request, so that the disclosing Party may seek a protective order or pursue other appropriate remedies to protect the confidentiality of its information. If such protective order or other remedy is not obtained, the receiving Party will furnish only that portion of the Confidential Information which the receiving Party, upon the opinion of its counsel, is legally required to furnish. The receiving Party will reasonably assist the disclosing Party in its efforts to obtain a protective order or other remedies to protect or limit the disclosure of the information subject to the request.
14.3 Each Party acknowledges that in the performance of this Agreement a Party may receive Confidential Information from a disclosing Party and that, as between the Parties, such Confidential Information is the exclusive property of the disclosing Party. The receiving Party agrees to hold the Confidential Information of the disclosing party in strict confidence in accordance with the provisions of this Agreement. A receiving Party:
(a) shall not permit its employees or agents to remove any proprietary or other legends or restrictive notices contained or included in any Confidential Information provided by the disclosing Party;
(b) shall not permit its employees or agents to copy or modify any Confidential Information except as specifically authorized in this Agreement;
(c) shall not disclose any Confidential Information to a third party without the prior written consent of the disclosing Party;
(d) shall only use the disclosing Party’s Confidential information for purposes of performing its obligations under this Agreement, and shall not otherwise use the information for its own benefit or for the benefit of any third party; and
(e) agrees to keep secure and maintain the Confidential Information of the disclosing Party in a manner no less protective than that used to maintain the confidentiality of the receiving Party's own Confidential Information.
14.4 Limitation on Disclosure. A receiving Party may disclose Confidential Information to its employees or agents under the control and direction of the receiving Party only in the normal course of business and on a need-to-know basis within the scope and purpose of this Agreement. Provided, however, prior to any disclosure all such agents shall have entered into written agreements with the receiving Party requiring such agents to treat and use all such Confidential Information in a manner consistent with the terms and conditions of this Agreement. Except as expressly set forth herein, no licenses under any patent, copyright, or other intellectual property rights of either Party are granted.
14.5 Return of Confidential Information. Upon any termination, cancellation, or rescission of this Agreement, a receiving Party shall:
(i) surrender and deliver all Confidential Information of the other Party, including all copies thereof; or
(ii) destroy the Confidential Information and all copies thereof and provide satisfactory evidence of such destruction to the disclosing Party within one (1) month following termination.
15. GENERAL.
15.1 Term. This Agreement will apply for as long as you participate in the Affiliate Program until terminated.
15.2 Relationship of the Parties. The Parties hereto are and shall remain independent. Nothing herein shall be deemed to establish a partnership, joint venture, or agency relationship between the Parties. Neither Party shall have the right to obligate or bind the other Party in any manner to any third party.
15.3 Assignment/Sublicense. Neither Party shall, directly or indirectly, by operation of law or otherwise, transfer or assign the Program or this Agreement, or transfer, assign or sublicense any rights granted hereunder, with the exception of an assignment carried out as part of a merger, restructuring, or reorganization, or as a sale or transfer of all or substantially all of a Party’s assets, without having secured the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Any attempted assignment in violation of this Section 16.2 shall be void.
15.4 Notices. All notices required to be given pursuant to this Agreement shall be transmitted either by (i) delivery in person, (ii) mail, (iii) email mail, or (iv) fax, addressed to the Party to be notified.
15.5 Export Controls. Each Party to this Agreement acknowledges its obligations to control access to Technical Data (as defined by the U.S. Department of Commerce, Office of Export Administration) under the U.S. Export Control Laws and Regulations and agrees to adhere to such U.S. Export Control Laws and Regulations with regard to any Technical Data received under this Agreement.
15.6 Compliance with Laws. Each Party shall comply with all applicable state, federal and local laws, executive orders, and regulations in the performance of its obligations under this Agreement.
15.7 Waiver. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving Party, nor shall any such waiver, if made, constitute a waiver of any subsequent breach of the same or of any other provision of this Agreement.
15.8 Force Majeure. Neither Party shall be liable to the other by reason of any failure of performance hereunder if such failure arises out of causes beyond such Party's reasonable control, despite the reasonable efforts, and without the fault or negligence of such Party. A Party experiencing such an event shall give as prompt notice as possible under the circumstances.
15.9 Jurisdiction and Venue. Should any claim or controversy arise between the Parties under the terms of this Agreement or in furtherance of this Agreement, such claim or controversy shall be resolved only in the state or federal courts of Florida and said state and federal courts for the State of Florida, shall be the only appropriate jurisdiction and venue therefore. Licensee hereby submits to said jurisdiction and venue.
15.10 Governing Law. This Agreement shall be construed in accordance with and governed by the substantive laws of the State of Florida. The Parties hereby agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
15.11 Severability. If any provision of this Agreement is held invalid or unenforceable under any applicable law, such invalidity or unenforceability will not affect any other provision of this Agreement that can be given effect without the invalid or unenforceable provision, and this Agreement shall be construed as if said invalid or unenforceable provision had not been contained herein.
15.12 Negotiation. This Agreement is the result of negotiation between the Parties and, accordingly, shall not be construed more strongly for or against either Party regardless of which Party was more responsible for the preparation of this Agreement or any portion thereof.
15.13 Remedies Cumulative. The rights and remedies of Licensor and Licensee under this Agreement shall be cumulative and in addition to all other rights and remedies available at law and in equity.
15.14 ShareAsale.com. WE DISCLAIM ALL LIABILITY WITH RESPECT TO ShareAsale.com. WE DO NOT PROMISE TO MAKE THE ShareAsale.com AVAILABLE TO YOU, AND WE MAY CHOOSE TO DO SO, OR NOT TO DO SO, IN OUR DISCRETION.
15.15 Cookie Duration. COOKIES USED AS PART OF THE AFFILIATE TOOL HAVE A SET DURATION. IF A POTENTIAL CUSTOMER CLEARS THEIR COOKIES DURING THIS PERIOD, CURVEEZ SHALL NOT BE LIABLE FOR ANY COMMISSIONS THAT MAY HAVE BEEN OWED TO YOU.
15.16 Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
15.17 Compliance with Applicable Laws. You shall comply and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal, or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Curveez Products. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the Curveez Products to prohibited countries or individuals or permit the use of the Curveez Products by prohibited countries or individuals.
15.18 Program Policies Page. We may change the Program Policies from time to time. Your participation in the Affiliate Program is subject to the Program Policies, which are incorporated herein by reference
15.19 No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the HubSpot Products, our trademarks, or any other property or right of ours.
15.20 Sales by Curveez. This Agreement shall in no way limit our right to sell the HubSpot Products, directly or indirectly, to any current or prospective customers.
15.21 Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
15.22 Survival. The following sections shall survive the expiration or termination of this Agreement: ‘Commission and Payment’, ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination/Expiration’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, ‘Non-Solicitation’ and ‘General’.