Online Ninja Marketer 7 Part Membership Site Affiliate Agreement

These Terms and Conditions constitute a legally binding Agreement between Online Bizzo Pty Ltd (“Online Bizzo Pty Ltd”, “We” , “Us”, “Our”) and you (“You”, “Your”). By checking the box below stating that You have read and agree to the terms and conditions of this Agreement, You agree to be bound by the terms and conditions of this Agreement for as long as You continue to promote, market, advertise and distribute (“Promote”, “Promoting”, “Promotion”) products within Online Ninja Marketer 7 Part Membership Site, or until such time that the Agreement is terminated either by You or by Online Bizzo Pty Ltd.

In stating that You agree to the terms and conditions of this Agreement, You are agreeing to comply with all of the terms and conditions referred to below, and all of the applicable laws, regulations, and rules.

 

1. Promotion of Products - If You Promote products within Online Ninja Marketer 7 Part Membership Site for the purpose of earning a percentage of the sale price (“Commission”), You agree, represent and warrant that:
   1. You will not make any unlicensed or unauthorized use of any materials protected by any patent, copyright, trademark, trade secret, right of privacy, or other intellectual property or other proprietary right.
   2. You will not send, or cause to be sent, any messages or communications by electronic means, including but not limited to email and instant messages (“Email”), in connection with the direct or indirect Promotion of products within Online Ninja Marketer 7 Part Membership Site:
      1. to any person who has not explicitly requested to receive such messages specifically from You, including without limitation for the purposes of sending unsolicited bulk email, or for the purpose of spamming any public forum, including without limitation, any blog, message board, classified listing, auction site, newsgroup, or similar service.
      2. to any person who has explicitly requested to receive no further Emails from You.
      3. that employ any false or deceptive information or fail to include accurate information regarding Your identity, or regarding the intent, subject, or origin of the message.
   3. that employ any false or deceptive information or fail to include accurate information regarding Your identity, or regarding the intent, subject, or origin of the message.
   4. You will not send any commercial marketing Email or Promotion to, or collect any personally identifiable information from, any person who is under 18 years of age
   5. You will provide accurate representations in Promoting products within Online Ninja Marketer 7 Part Membership Site and contain all disclosures and disclaimers necessary to prevent such Promotions from being false or deceptive. Any disclosures and disclaimers will be made in a clear and conspicuous manner, and will otherwise comply with any laws, regulations, rules, policies and guidelines governing advertising, disclosure and consumer protection.
   6. You will not offer, suggest or imply the availability of any coupons, vouchers, tickets, rebates or similar incentives to induce or encourage the purchase of products within Online Ninja Marketer 7 Part Membership Site without express written permission from Us, which Online Bizzo Pty Ltd may withhold in its sole discretion for any reason. Nor will You suggest or imply any warranty, guarantee or other policy with respect to products within Online Ninja Marketer 7 Part Membership Site other than that already provided by Online Bizzo Pty Ltd.

 

2. Commissions-Commissions will be paid to affiliates based on successful t ransactions. A successful transaction is defined as a “non-fraudulent, non-refunded payment with all currently owing instalments paid in full, and has been received from a customer who has Your affiliate ID recorded as their referrer”. You accept and agree that the Commission amount payable to
   1. You will be in accordance with the percentages outlined in the Campaign Description above.
   2. Online Bizzo Pty Ltd reserves the right to change the agreed upon Commissions without prior notice at any time, and at its sole discretion. You will be notified of any changes using the contact details provided to Us by You. Your continued Promotion of products within Online Ninja Marketer 7 Part Membership Site will constitute Your binding acceptance of the new Commission value.
   3. Commissions are paid exclusively through PayPal. If you do not currently have an account with PayPal you may get one for free at www.paypal.com. A PayPal email address is required to become an affiliate with Online Bizzo Pty Ltd. If a valid PayPal email address is not provided, then any Commission payment owed to You will be irrevocably forfeited.
   4. In order to assert the validity of a transaction, Online Bizzo Pty Ltd reserves the right to withhold Commission payments owed to You until such time that any money-back-guarantee or refund period has elapsed.
   5. We also reserve the right to cancel Commissions owed to You, at our sole discretion, including but without limitation, in the event that Online Bizzo Pty Ltd is unable to collect funds from the customer, the order is fraudulent, the customer cancels and/or the transaction is refunded, or if We learn that the Commission was earned improperly. You accept and agree that any cancelled Commissions cannot be reinstated.
   6. Commissions that do not meet or exceed the Minimum Payment Threshold stated in the Campaign Description above will be withheld until such time that the Minimum Payment Threshold is met or exceeded.
   7. Commissions will not be paid if You are a US citizen and have not provided a Tax ID in Your account settings.

 

3. Online Bizzo Pty Ltd’s Rights
   1. Online Bizzo Pty Ltd reserves the right to add, delete, and/or modify any of the terms and conditions contained in this Agreement, at any time without prior notice and in its sole discretion. You will be notified of said changes via the contact details that You have provided, and by posting a new Agreement in the terms and conditions section of the Campaign Description. Should You not agree to the new terms of the Agreement, You must cease all Promotion of and/or affiliation with products within Online Ninja Marketer 7 Part Membership Site. Your continued Promotion of products within Online Ninja Marketer 7 Part Membership Site will constitute Your binding acceptance of the new terms of the Agreement.
   2. Online Bizzo Pty Ltd reserves the right, but not the obligation, to review your Promotions of products within Online Ninja Marketer 7 Part Membership Site. You agree that Online Bizzo Pty Ltd, in its sole discretion and at any time, may demand changes to any items related to the content of Your Promotions.

           

4. Suspension/Termination
   1. You agree that, under certain circumstances and without prior notice, Online Bizzo Pty Ltd may suspend and/or terminate this Agreement in its sole and absolute discretion. Suspension or termination will occur if, but without limitation to, We have reason to believe that You have breached one or more terms of this Agreement, or have been involved in any illegal activity.
   2. You acknowledge and agree that all suspensions and terminations shall be made in our sole discretion and that Online Bizzo Pty Ltd shall not be liable to You or to any other party for said suspension and/or termination.
   3. In the event of suspension, Online Bizzo Pty Ltd reserves the right to conduct a review of Your account and any Promotional content available to Us, at our sole and absolute discretion.
   4. If a review concludes that there is a reasonable basis to believe misconduct has occurred, You agree that Online Bizzo Pty Ltd may seize and/or retain funds in Your Commissions account as liquidated damages and/or for the benefit of third parties affected by the misconduct. You acknowledge and agree that such liquidated damages are not a penalty and are reasonable and not disproportionate to such presumed damages to Online Bizzo Pty Ltd.
   5. Upon termination of any part of this Agreement for any reason, Online Bizzo Pty Ltd may delete or assume ownership of any content or other resources relating to Your promotion of products within Online Ninja Marketer 7 Part Membership Site that is on Our servers or otherwise in Our possession or control. These include without limitation URLs, domain names, and email lists. Online Bizzo Pty Ltd will have no liability to you or any third party for doing so.
   6. You acknowledge and agree that Online Bizzo Pty Ltd may also temporarily hold any portion of the funds in Your Commissions account if We, in our sole discretion, determine that such action is needed to secure payment for and/or assurances regarding any liabilities, obligations, or indebtedness You may incur with Online Bizzo Pty Ltd or any other Person.

 

5. Confidentiality and Non-Disclosure
   1. Confidential Information shall include:
      1. Any and all Intellectual Property including without limitation: this Agreement; all information provided to You by Online Bizzo Pty Ltd; trade secrets, inventions, procedures, devices, equipment, data processing programs, software, and other means used by Us in the conduct of Our business; product formulations, strategies and plans for business, product or other development, and new marketing ideas; information with respect to costs, commissions, fees, profits, sales, markets, sales methods and financial information.
      2. Personal information including without limitation: mailing lists, the identity of Our customers, potential customers, affiliates, distributors, and suppliers and their names and addresses; the amounts paid by customers to Us, specific customer needs and requirements, and leads and referrals to prospective customers; the structure, sequence, and organization of Our database, together with Our source code; and the identity of Our employees, their respective salaries, qualifications and abilities.
   2. You acknowledge and agree that You are receiving such Confidential Information in confidence and will not publish, copy, or disclose any Confidential Information without prior written consent from Online Bizzo Pty Ltd.
   3. You acknowledge, accept and warrant that You shall not attempt to reverse engineer, de-compile or otherwise to ascertain the source materials of Our software or any other software supplied provided to You by Us.
   4. You acknowledge and agree that You will only use the Confidential Information to the extent necessary to Promote products within Online Ninja Marketer 7 Part Membership Site, and that You will use Your best efforts to prevent unauthorized disclosure of the Confidential Information to any third party.

 

6. Representations and Warranties
   1. You represent, acknowledge and warrant that:
      1. You and/or Your Promotions will not, directly or indirectly: invade the right of privacy or publicity of any person; nor contain any libellous, obscene, indecent or otherwise unlawful material; nor infringe any Intellectual Property Rights or otherwise contravene any rights of any Person; or violate any Law.
      2. You will not: frame, copy or mirror any materials, content, or tools provided to You for the Promotion of products within Online Ninja Marketer 7 Part Membership Site.

 

7. Indemnification
   1. You agree to indemnify and hold Online Bizzo Pty Ltd and its employees, representatives, agents, affiliates, directors, and subsidiaries (“Party”,“Parties”) harmless from any and all damage, loss, or expense (including without limitation, litigation costs and attorneys’ fees) incurred in connection with any third-party claim, demand or action (“Claim”) brought against any of the Parties alleging that You have breached any of provision in this Agreement through any act or omission.
   2. If You have to indemnify Us under this section, we will have the right to control the defence, settlement, and resolution of any Claim at Your sole expense. You may not settle or otherwise resolve any Claim without Our express written permission.

 

8. Limitation of Liability
   1. WE PROVIDE OUR SERVICES, AND ALL PROMOTIONAL CONTENT ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DO NOT REPRESENT OR WARRANT THAT OUR SERVICES, CONTENT, OR USE THEREOF WILL BE UNINTERRUPTED, FREE OF INACCURACIES OR ERRORS, OR WILL MEET YOUR REQUIREMENTS. WE MAKE NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THIS AGREEMENT, AND HEREBY DISCLAIM ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT.      
   2. IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF, RESULTING FROM, OR IN CONNECTION WITH: THIS AGREEMENT AND/OR ANY USE OF OR INABILITY TO USE OUR SERVICES; ANY PERSONAL INJURY, PROPERTY DAMAGE, OR LOSSES OF ANY KIND WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND/OR USE OF THE OUR SERVICES; UNAUTHORIZED ACCESS TO OR USE OF ANY PERSONAL INFORMATION STORED THEREIN; INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES; ANY BUGS, VIRUSES, OR TROJAN HORSES WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES, WHETHER OR NOT WE ARE ADVISED OF THE SUCH POSSIBILITY.
   3. IN NO EVENT WILL OUR MAXIMUM CUMULATIVE AND AGGREGATE LIABILITY FOR ALL COSTS, LOSSES OR DAMAGES ARISING FROM CLAIMS RELATED IN ANY WAY TO THIS AGREEMENT, EXCEED AN AMOUNT EQUAL TO THE TOTAL AMOUNTS DUE AND PAYABLE TO YOU BY US UNDER THIS AGREEMENT FOR THE MONTH IMMEDIATELY PRECEDING THE DATE UPON WHICH SUCH DAMAGES ACCRUE. THE LIMITATION OF LIABILITY REFLECTS A FAIR ALLOCATION OF RISK. OUR SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS AND YOU AGREE THAT THE LIMITATIONS OF LIABILITY AND DISCLAIMERS SPECIFIED HEREIN WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.