To join the Beliefnet Affiliate Program and become a Beliefnet Affiliate, you will first need to read the Affiliate Program Operating Agreement set out below. If after reading the Agreement you accept the Agreement's terms, you will then have the opportunity to complete and submit the Affiliate Application. After we review your Affiliate Application, we will notify you of your acceptance or rejection to the Beliefnet Affiliate Program. We may reject your Affiliate Application (at our sole discretion) with or without reason. Applications will not be accepted from any applicant operating a website that contains any of the following: (i) sexually explicit, obscene or pornographic content (whether in text or graphics); (ii) speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing or discriminatory; (iii) graphic violence (which may include certain types of game sites); (iv) content related to liquor, tobacco, firearms, drugs, gambling or crime or; (v) any unlawful conduct.
Affiliate Program Operating Agreement
THIS IS A LEGAL AGREEMENT BETWEEN YOU ("AFFILIATE") AND BELIEFNET, INC. ("BELIEFNET" OR THE "SITE"). BY CLICKING ON THE "I ACCEPT" BUTTON AT THE END OF THIS AGREEMENT, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION IN THE EVENT THAT BELIEFNET ACCEPTS YOUR APPLICATION.
This Affiliate Program Operating Agreement (the "Agreement") contains the complete terms and conditions that apply to your participation in the Beliefnet Affiliate Program (the "Affiliate Program" or "Program"). The purpose of this Agreement is to allow HTML linking between your website and the Site. Please note that throughout this Agreement "we," "us" and "our" will mean Beliefnet, and "you," "our" and "your(s)" will mean Affiliate.
2. Promotion of the Beliefnet Affiliate Program
Upon Beliefnet's acceptance of your Affiliate Application (the "Application"), Beliefnet will make available to you (via beliefnet.reporting.net), HTML code, URLs, and a variety of graphics (the "Links"), which, subject to the terms and conditions hereof, will identify Affiliate's website as a participant in the Affiliate Program and establish a link from your website to the Site.
(a) Beliefnet agrees to pay Affiliate $.05 each time a user of an Affiliate's website clicks on a Beliefnet provided banner or text link, and is then transferred to the Site.
(b) Referral fees will be paid by Beliefnet to Affiliate on a calendar quarterly basis when Affiliate's account has reached a minimum of $25.00. Affiliate accounts with a balance of less than $25.00 will roll over to the next calendar quarter.
3. Affiliate Obligations:
(a) Place Beliefnet Links on Affiliate's website.
(b) Have sole responsibility for the development, operation, and maintenance for all the materials that appear on Affiliate's website.
(c) Ensure the accuracy and appropriateness of materials posted on Affiliate's website.
(d) Make sure that Affiliate's website does not copy or resemble the look and feel of the Site or create the impression that Affiliate's website is, or is a part of, the Site.
(e) Notify Beliefnet of any malfunctions of the Links or other problems with Affiliate's participation in the Affiliate Program.
(f) Remove all Links regarding any promotions on the date such promotions end, and agree to forfeit any commissions earned after the end date of the promotions if Affiliate continues to post such Links.
4. Limited License
We grant you a nonexclusive, worldwide, nontransferable, revocable, nonsublicensable right, and license to access and use (a) the Links for the sole purpose of displaying the Links on your website with the URL specified in your Application in order to connect to the Site; (b) to identify Affiliate's website as a participant in the Affiliate Program; and (c) solely in connection with the Links, to use Beliefnet logos, trade names, trademarks and similar identifying materials (the "Licensed Materials") that we provide to you for the sole purpose of participating in this Affiliate Program. You may not alter, modify or change the Links or any Licensed Materials. You are only entitled to use the Links and the Licensed Materials to the extent that you are a member in good standing of the Beliefnet Affiliate Program. We may revoke the foregoing license at anytime by giving you written notice.
You shall not create, publish, distribute or permit any written material that makes reference to Beliefnet or any Licensed Materials without first submitting such material to us and receiving our written consent. Affiliate agrees that Beliefnet may identify Affiliate as an affiliate in any marketing or other promotional materials.
6. Limitation of Liability
We will not be liable for indirect, special or consequential damages or any loss of revenue, profits or data, arising in connection with this Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Affiliate Program will not exceed the total referral fees paid or payable to you under this Agreement.
You hereby agree to indemnify and hold harmless Beliefnet, and its subsidiaries and affiliates, and their respective 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 misrepresentation of a representation, warranty or breach of a covenant and agreement made by you herein or (ii) any claim related to Affiliate's website, including, without limitation, content therein not attributable to us.
We make no express or implied warranties or representations with respect to the Site or the Beliefnet Affiliate Program (including, without limitation, warranties of fitness, merchantability, noninfringement or any implied warranties arising out of course of performance, dealing or trade usage). In addition, we make no representation that the operation of the Site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
The terms of this Agreement will begin upon acceptance of your Application and your execution of this Agreement. This Agreement shall commence on the date of approval of your Application and shall continue thereafter in full force and effect until terminated at any time by either party by giving the other party five (5) days advance written notice of termination. Upon termination of this Agreement for any reason, you will immediately cease use of, and remove from Affiliate's website, all Links to the Site, the Licensed Materials, and all other materials provided by or on behalf of us to you in connection with the Program.
We may modify any of the terms and conditions of this Agreement at any time and in our sole discretion. You will be notified by e-mail, a change notice or a new agreement will be posted on the Site. Modifications may include for example, changes in the scope of any fees, payment procedures, and Affiliate Program levels and rules. IF ANY MODIFICATIONS ARE UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THIS AFFILIATE PROGRAM AFTER THE RECEIPT OF AN E-MAIL, A CHANGE NOTICE OR A NEW AGREEMENT HAS BEEN POSTED, WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
11. Anti-Spam Policy
Affiliates will be removed from the Beliefnet Affiliate Program, forfeit any pending commissions, and this Agreement will be terminated if Affiliate engages in spamming, e.g., sending of unsolicited commercial e-mails. Beliefnet neither allows nor tolerates the use of spamming by its Affiliates.
12. Independent Contractors
You and Beliefnet are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, franchise or employment relationship between the parties. You will have no authority to make or accept any offers or make any representation or claim on Affiliate's website that would contradict anything in this Agreement.
13. Representations and Warranties
You hereby represent and warrant to us as follows:
(a) 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.
(b) The development, operation, and contents of Affiliate's website will not: (i) infringe upon the copyright, trademark, trade secret or any other proprietary right or right of publicity of any person or entity; (ii) violate any applicable law, statute, ordinance or regulation; (iii) be defamatory or libelous; (iv) conflict with or violate any agreement or other instrument applicable to you or binding upon your assets; and (v) contain viruses, Trojan horses, worms, time bombs, cancelbots or other harmful programming routines.
(c) You have the full right and authority to enter into and be bound by this Agreement without approval or consent of any other party.
(d) You have sufficient right, title, and authority in and to the rights granted to Beliefnet in this Agreement.
14. Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEBSITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE BELIEFNET AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
If you commit fraud or falsify information in connection with the number of click-throughs to the Site that are generated through the Links on Affiliate's website, this Agreement will be terminated immediately. In addition, you will be liable to Beliefnet for any and all damages that Beliefnet suffers as a result of such actions. You will also be responsible for returning to Beliefnet all commissions received for fraudulent/falsified click-throughs, and we will not hesitate to pursue all legal causes of action against you to the fullest extent possible under the law.
This Agreement and the rights and obligations hereunder may not be assigned or transferred by either party by operation of law or otherwise, without prior written consent of the other party, which consent will not be unreasonably withheld; provided, however, Beliefnet and Affiliate shall have the right to assign this Agreement and any obligations hereunder to any parent, subsidiary or affiliate or any successor in interest that acquires all or substantially all of the assets of the party. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.
17. Reservation of Rights
Beliefnet may terminate this Agreement at any time with or without cause by giving written notice of termination. You are only eligible to earn any referral fees occurring during the term and fees earned through the date of termination. Beliefnet also reserves the right to monitor Affiliate's website at any time to determine whether they are in compliance with this Agreement.
The provisions contained in this Agreement constitute the entire agreement between Beliefnet and Affiliate with respect to the subject matter of this Agreement and supercede all prior agreements and understandings between the parties with respect to the subject matter hereof. This Agreement will be governed by the laws of the United States and the State of New York, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in New York, New York, and you irrevocably consent to the jurisdiction of such courts. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement. In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision shall be limited to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect. If you agree to the terms of this Agreement, then, upon our request, you agree to sign a non-electronic version of this Agreement.