Affiliate Partner Operating Agreement
This Affiliate Partner Operating Agreement (the "Agreement") is made and entered into by and between AI Income Program ("AI Income Program" or "we"), and the party submitting an application to become a AI Income Program Affiliate Partner (“Affiliate Partner”). The terms and conditions contained in this Agreement apply to Affiliate Partner's participation with AiIncomeProgram.com ("Affiliate Partner"). In connection with the Affiliate Partner Program, Affiliate Partner may see offers (each, an “Offer”) by AI Income Program or a third party (each such third party a "Client") that may link to a specific web site for that particular Offer ("Program Web Site"). Furthermore, each Offer may have additional terms that are incorporated as part of this Agreement. By submitting an application or participating in an Offer, Affiliate Partner expressly consents to all the terms and conditions of this Agreement and the individual accepting this Agreement represents that he or she has the authority to bind the Affiliate Partner to the terms of this Agreement.
Enrollment in the Affiliate Partner Program
Affiliate Partner must submit an Affiliate Partner application from AI Income Program's website after joining the AI Income Program. Affiliate Partner must provide accurate and complete information in Affiliate Partner's application. After AI Income Program reviews Affiliate Partner's application, AI Income Program will notify Affiliate Partner of Affiliate Partner's acceptance or rejection to the Affiliate Partner Program. AI Income Program may accept or reject Affiliate Partner's application at AI Income Program's sole discretion for any reason.
Affiliate Partner must be an active member of the AI Income Program to qualify for Affiliate Partner benefits.
Obligations of the Parties
Subject to AI Income Program's acceptance of Affiliate Partner as an Affiliate Partner and Affiliate Partner's continued compliance with the terms and conditions of this Agreement, AI Income Program agrees as follows:
1. Links Provision: AI Income Program will make available to Affiliate Partner via the Affiliate Partner Program graphic and textual links to the Program Web Site and/or other creative materials (collectively, the "Links") which Affiliate Partner may display on web sites owned or controlled by Affiliate Partner, in emails sent by Affiliate Partner, and in online advertisements (collectively, "Media"). The Links will serve to identify Affiliate Partner as a member of AI Income Program's Affiliate Partner Program and will establish a link from Affiliate Partner's Media to the Program Web Site.
2. Commission Payment: AI Income Program will pay Affiliate Partner for each Qualified Action (the "Commission"). A "Qualified Action" means an individual person who:
(i) accesses the Program Web Site via the Link, where the Link is the last link to the Program Web Site,
(ii) is not a computer-generated user, such as a robot, spider, computer script, or other automated, artificial, or fraudulent method to appear like an individual, real live person (as determined by AI Income Program),
(iii) is not using pre-populated fields,
(iv) completes all of the information required for such action within the time period allowed by AI Income Program, and
(v) is not later determined by AI Income Program to be fraudulent, incomplete, unqualified, or a duplicate user.
3. Payment Schedule: AI Income Program will pay Affiliate Partner any Commissions earned on a monthly basis, provided that the total Commissions AI Income Program owes you is greater than $100. Accounts with a balance of less than $100 will roll over to the next month and will continue to roll over monthly until the $100 minimum is reached. AI Income Program reserves the right to charge back to Affiliate Partner's account any previously paid Qualified Actions that are later determined to have not met the requirements to be a Qualified Action.
4. Dependency on Client Funds: Payment for Commissions is dependent upon Clients providing such funds to AI Income Program, and therefore, Affiliate Partner agrees that AI Income Program shall only be liable to Affiliate Partner for Commissions to the extent that AI Income Program has received such funds from the Clients.
5. Invoice Generation and Disputes: AI Income Program shall automatically generate an invoice on behalf of Affiliate Partner for all Commissions payable under this Agreement and shall remit payment to Affiliate Partner based upon that invoice. All tracking of Links and determinations of Qualified Actions and Commissions shall be made by AI Income Program in its sole discretion. In the event that Affiliate Partner disputes in good faith any portion of an invoice, Affiliate Partner must submit that dispute to AI Income Program in writing and in sufficient detail within thirty (30) days of the date on the invoice. If Affiliate Partner does not dispute the invoice as set forth herein, then Affiliate Partner agrees that it irrevocably waives any claims or challenges based upon that invoice. In the event that Affiliate Partner is also tracking Qualified Actions and Affiliate Partner claims a discrepancy, Affiliate Partner must provide AI Income Program with Affiliate Partner's reports within three (3) days after the 30th day of the calendar month, and if AI Income Program's and Affiliate Partner's reported statistics vary by more than 10% and AI Income Program reasonably determines that Affiliate Partner has used generally accepted industry methods to track Qualified Actions, then AI Income Program and Affiliate Partner agree to make a good faith effort to arrive at a reconciliation. If the parties are unable to arrive at a reconciliation, then AI Income Program's numbers shall govern.
6. Outstanding Balances: If Affiliate Partner has an outstanding balance due to AI Income Program under this Agreement or any other agreement between the Affiliate Partner and AI Income Program, whether or not related to the Affiliate Partner Program, Affiliate Partner agrees that AI Income Program may offset any such amounts due to AI Income Program from amounts payable to Affiliate Partner under this Agreement.
Affiliate Partner's Obligations
Affiliate Partner also agrees that:
1. Media Responsibility: It has sole responsibility for the development, operation, and maintenance of, and all content on or linked to, the Media.
2. Content Compliance: All materials posted on the Media or otherwise used in connection with the Affiliate Partner Program (i) are not illegal, (ii) do not infringe upon the intellectual property or personal rights of any third party, and (iii) do not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability, or age), promotes illegal activities (such as gambling), contains profanity or otherwise contains materials that AI Income Program informs Affiliate Partner that it considers objectionable (collectively, "Objectionable Content").
3. Representations: It will not make any representations, warranties, or other statements concerning AI Income Program or Client or any of their respective products or services, except as expressly authorized herein.
4. Media Appearance: The Media does not copy or resemble the look and feel of the Program Web Site or create the impression that the Media is endorsed by AI Income Program or Clients or a part of the Program Web Site, without prior written permission from AI Income Program.
5. Legal Compliance: It will comply with all (i) obligations, requirements, and restrictions under this Agreement and (ii) laws, rules, and regulations as they relate to its business, its Media, or its use of the Links. In particular, the Affiliate Partner shall ensure that all processing of personal data connected with the performance of the Agreement, including all data transfers, as well as all marketing activities are done in accordance with applicable law (especially that there is a valid legal basis for those activities).
6. Third-Party Services: It will comply with the terms, conditions, guidelines, and policies of any third-party services used by Affiliate Partner in connection with the Affiliate Partner Program, including but not limited to, email providers, social networking services, and ad networks.
7. Privacy Policy: It will always prominently post and make available to end-users, including prior to the collection of any personally identifiable information, a privacy policy in compliance with all applicable laws that clearly and thoroughly discloses all information collection, use, and sharing practices, including providing for the collection of such personally identifiable information in connection with the Affiliate Partner Program and the provision of such personally identifiable information to AI Income Program and Clients for use as intended by AI Income Program and Clients.
8. Terms and Conditions: It will always prominently post and make available to end users any terms and conditions in connection with the Offer set forth by AI Income Program or Client, or as required by applicable laws regarding such Offers.
9. Auction Platforms: It will not place AI Income Program ads on any online auction platform (i.e., eBay, Amazon, etc.).
Prohibited Actions
Without prejudice to the above, Affiliate Partner shall not use:
1. Banned Keywords: Bidding on any online advertising system (such as Google AdWords) for the following keywords and any variation (broad/phrase/exact match) or misspelling thereof: "AI Income Program" (“Banned Keywords”). Affiliate Partner shall include "AI Income Program" and the most common misspellings to the list of negative keywords.
2. Spam or Unsolicited Email: SPAM or unsolicited email promotion. However, Affiliate Partner may send emails to people who have given Affiliate Partner valid permission to send them marketing emails for products and services similar to services offered by AI Income Program.
3. Pop-up/Under Advertising: Pop-up/under advertising (unless it is agreed upon with Affiliate Partner account manager).
4. Comment Spam: Posting referral links on blogs, social networks, message boards, and forums in cases where the discussion or content is not related to the services offered by AI Income Program. However, Affiliate Partner may advertise its referral link on websites that are discussing live chat/chatbots services.
5. Automated Bots: Automated bots to post comments containing Affiliate Partner’s affiliate link.
6. Black Hat Techniques: Using Black hat SEO marketing on Affiliate Partner’s websites, such as keyword stuffing, invisible text, doorway pages, etc.
7. Cookie Stuffing: Cookie stuffing techniques that set the affiliate cookies without the referred visitor's knowledge or generate hidden forced clicks of Affiliate Partner’s affiliate links (e.g., via iframe, image, popup, JavaScript, flash-based cookie stuffing, etc.).
8. Intellectual Property Infringement: Any materials that infringe any intellectual property rights, including the use of AI Income Program’s trademarks (e.g., "AI Income Program" and other trademarks registered by AI Income Program) in the domain name. Affiliate Partner may use such trademarks only to the extent required to establish links and perform Affiliate Partner’s contractual obligations toward AI Income Program.
9. Self-Referrals: Affiliate Partner’s affiliate link to order subscriptions for Affiliate Partner or any other type of illegal marketing.
Additionally, Affiliate Partner undertakes not to:
10. Offer Incentives: Offer incentives to users such as cashback or other rewards, except where facilitated by features on AI Income Program’s site.
11. Inappropriate Websites: Place Affiliate Partner’s affiliate links on any website which contains content which is unlawful, harmful, threatening, or otherwise objectionable; violent, obscene, offensive, including content that contains nudity or implied nudity or content that is morally or ethically offensive or sexually suggestive; promotes or supports gambling or sweepstakes contests; facilitates or promotes illegal file sharing, copyright infringement, or computer hacking; facilitates or promotes any other criminal activity or breach of law.
Affiliate Partner shall contact its account manager at AI Income Program in case of any doubts as to whether Affiliate Partner’s promotion methods and materials are in line with AI Income Program policy or the Agreement.
Program-Specific Terms
The following additional program-specific terms shall apply to any promotional programs set forth below:
Email Campaigns
All Affiliate Partner email campaigns are subject to prior written approval by AI Income Program.
Advertising Campaigns
1. Placement Restrictions: No Links can appear to be associated with or be positioned on chat rooms or message or bulletin boards unless otherwise agreed by AI Income Program in writing. The use of any pop-ups/unders is forbidden.
2. Legal Compliance: Affiliate Partner shall ensure that advertising campaigns do not violate any applicable national or international advertising and marketing laws, as well as any intellectual property rights of third parties.
3. Banned Keywords Usage: Affiliate Partner shall not use Banned Keywords (as defined above in these Affiliate Partner Program Terms) and make any bidding on any referencing service or search engine (such as Google AdWords), paid or otherwise, in any meta tags, advertising, search terms, code, or in a similar manner, for any goods or services, either similar or not to AI Income Program’s products or services.
4. Content Responsibility: Affiliate Partner shall be solely responsible for complying with legal requirements when publishing any content, including advertisements. AI Income Program shall never be held responsible for the content of commercials or the context, how and where the commercials are used, released, made available, published, or disseminated. Affiliate Partner shall hold AI Income Program harmless from and against any and all losses, damages, liabilities, claims, liens, costs, and expenses resulting from the above.
Affiliate Partner Network Campaigns
1. Third Party Affiliate Partners: For all Affiliate Partners that maintain their own Affiliate Partner networks, Affiliate Partner agrees to place the Links in its Affiliate Partner network (the "Affiliate Partner Network") for access and use by those Affiliate Partners in the Affiliate Partner Network (each a "Third Party Affiliate Partner"). Affiliate Partner agrees that it will expressly forbid any Third Party Affiliate Partner to modify the Links in any way.
2. Industry Standards: Affiliate Partner agrees to maintain its Affiliate Partner Network according to the highest industry standards. Affiliate Partner shall not permit any party to be a Third Party Affiliate Partner whose web site or business model involves content containing Objectionable Content. All Third Party Affiliate Partners must be in good standing with Affiliate Partner. Affiliate Partner must require and confirm that all Third Party Affiliate Partners affirmatively accept, through verifiable means, the terms of this Agreement prior to obtaining access to the Links.
3. Termination of Third Party Affiliate Partners: Affiliate Partner shall promptly terminate any Third Party Affiliate Partner who takes, or could reasonably be expected to take, any action that violates the terms and conditions of this Agreement.
4. Disclosure of Wrongdoing: In the event that either party suspects any wrongdoing by a Third Party Affiliate Partner with respect to the Links, Affiliate Partner shall promptly disclose to AI Income Program the identity and contact information for such Third Party Affiliate Partner. Affiliate Partner shall promptly remove any Third Party Affiliate Partner from the Affiliate Partner Program and terminate their access to future Offers of AI Income Program in the Affiliate Partner Network upon written notice from AI Income Program. Affiliate Partner shall remain liable for all acts or omissions of any Third Party Affiliate Partner.
Confidentiality
For purposes of the Agreement, "Confidential Information" shall mean all data and information, of a confidential nature or otherwise, disclosed during the term of the Agreement by one party ("Disclosing Party") to the other party ("Receiving Party"), as well as information that the Receiving Party knows or should know that the Disclosing Party regards as confidential including, but not limited to:
1. Business Information: A party's business plans, strategies, know-how, marketing plans, suppliers, sources of materials, finances, business relationships, personally identifiable end-user information, pricing, technology, employees, trade secrets, and other non-public or proprietary information whether written, oral, recorded on tapes or in any other media or format.
2. Agreement Terms: The material terms of the Agreement.
3. Designated Information: Any information marked or designated by the Disclosing Party as confidential.
The Receiving Party agrees to hold all Confidential Information in trust and confidence and, except as may be authorized by the Disclosing Party in writing, shall not use such Confidential Information for any purpose other than as expressly set forth in the Agreement or disclose any Confidential Information to any person, company, or entity, except to those of its employees and professional advisers:
1. Need to Know: Who need to know such information in order for the Receiving Party to perform its obligations hereunder.
2. Confidentiality Agreements: Who have entered into a confidentiality agreement with the Receiving Party with terms at least as restrictive as those set forth herein.
Confidential information shall not include any information that the Receiving Party can verify with substantial proof that:
1. Public Domain: Is generally available to or known to the public through no wrongful act of the Receiving Party.
2. Independent Development: Was independently developed by the Receiving Party without the use of Confidential Information.
3. Third-Party Disclosure: Was disclosed to the Receiving Party by a third party legally in possession of such Confidential Information and under no obligation of confidentiality to the Disclosing Party.
The Receiving Party agrees that monetary damages for breach of confidentiality may not be adequate and that the Disclosing Party shall be further entitled to injunctive relief, without the requirement to post bond.
Limited License & Intellectual Property
Affiliate Partner may not alter, modify, manipulate, or create derivative works of the Links or any AI Income Program graphics, creative, copy, or other materials owned by, or licensed to, AI Income Program in any way. Affiliate Partner is only entitled to use the Links to the extent that Affiliate Partner is a member in good standing of the Affiliate Partner Program. AI Income Program may revoke Affiliate Partner's license any time by giving Affiliate Partner written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant Affiliate Partner any rights to any of AI Income Program's trademarks, service marks, copyrights, patents, or trade secrets. Affiliate Partner agrees that AI Income Program may use any suggestion, comment, or recommendation Affiliate Partner chooses to provide to AI Income Program without compensation for any purpose. All rights not expressly granted in this Agreement are reserved by AI Income Program.
Termination
This Agreement shall commence on the date of AI Income Program's approval of Affiliate Partner's Affiliate Partner Program application and shall continue thereafter until terminated as provided herein.
Affiliate Partner may terminate Affiliate Partner's participation in the Affiliate Partner Program at any time by removing all Links from Affiliate Partner's Media and deleting all copies of the Links. AI Income Program may terminate Affiliate Partner's participation in one or more Offers or this Agreement at any time and for any reason which AI Income Program deems appropriate with or without prior notice to Affiliate Partner by disabling the Links or providing Affiliate Partner with a written or email notice. Upon termination of Affiliate Partner's participation in one or more Offers or this Agreement for any reason, Affiliate Partner will immediately cease all use of and delete all Links, plus all AI Income Program or Client intellectual property, and will cease representing yourself as a AI Income Program or Client Affiliate Partner for such one or more Offers. All rights to validly accrued payments, causes of action, and any provisions, which by their terms are intended to survive termination, shall survive any termination.
Suspension
In addition to any other rights and remedies available to AI Income Program under this Agreement, AI Income Program reserves the right to delete any actions submitted through Affiliate Partner's Links and withhold and freeze any unpaid Commissions or charge back paid Commissions to Affiliate Partner's account if:
1. Violation of Agreement: AI Income Program determines that Affiliate Partner has violated this Agreement.
2. Complaints Received: AI Income Program receives any complaints about Affiliate Partner's participation in the Affiliate Partner Program which AI Income Program reasonably believes is in violation of this Agreement.
3. Invalid Qualified Actions: Any Qualified Action is later determined to have not met the requirements set forth in this Agreement or on the Affiliate Partner Program.
Such withholding or freezing of Commissions, or chargebacks for paid Commissions, shall be without regard as to whether or not such Commissions were earned as a result of such breach. In the event of a material breach of this Agreement, AI Income Program reserves the right to disclose Affiliate Partner's identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by Affiliate Partner's actions. Such suspension will be in addition to AI Income Program's available rights and remedies.
Anti-Spam Policy
Affiliate Partner must strictly comply with the federal CAN-SPAM Act of 2003 (the "Act") and obligations stemming from other applicable provisions of law, in particular when it comes to data protection and marketing activities. All emails sent in connection with the Affiliate Partner Program must include the appropriate party's opt-out link. From time to time, AI Income Program may request—prior to Affiliate Partner's sending emails containing linking or referencing the Affiliate Partner Program—that Affiliate Partner submit the final version of Affiliate Partner's email to AI Income Program for approval by sending it to Affiliate Partner's AI Income Program representative, and upon receiving written approval from AI Income Program of Affiliate Partner's email, the email may be transmitted to third parties.
It is solely Affiliate Partner's obligation to ensure that the email complies with the Act and other applicable provisions of law. Affiliate Partner agrees not to rely upon AI Income Program's approval of Affiliate Partner's email for compliance with the Act and other applicable provisions of law or assert any claim that Affiliate Partner is in compliance with the Act and other applicable provisions of law upon AI Income Program's approval.
Fraud
Affiliate Partner is expressly prohibited from using any persons, means, devices, or arrangements to commit fraud, violate any applicable law, interfere with other Affiliate Partners, or falsify information in connection with referrals through the Links or the generation of Commissions or exceed Affiliate Partner's permitted access to the Affiliate Partner Program. Such acts include, but are in no way limited to, using automated means to increase the number of clicks through the Links or completion of any required information, using spyware, using stealware, cookie-stuffing, and other deceptive acts or click-fraud. AI Income Program shall make all determinations about fraudulent activity in its sole discretion.
Affiliate Partner’s Failure to Comply with the Agreement
In case of Affiliate Partner’s failure to comply with the Agreement, AI Income Program reserves the right to remove Affiliate Partner from the AI Income Program Affiliate Partner Program and/or to cancel all commissions due to Affiliate Partner. In the event of any chargeback(s), refunds, or cancellations by customers referred by Affiliate Partner, Affiliate Partner’s commission shall be canceled. If AI Income Program has already paid the relevant commission to Affiliate Partner, AI Income Program shall deduct that amount from the next payment. Refunds will be made to customers in accordance with our Refund Policy or at AI Income Program’s sole discretion. Where the rate of the chargeback(s), refunds, or cancellations on Affiliate Partner’s account is unusually high or AI Income Program suspects Affiliate Partner’s affiliate account is being used for fraudulent activity, AI Income Program reserves the right to place restrictions on Affiliate Partner’s account, including but not limited to, suspending Affiliate Partner’s account and retaining all sums within the account as well as commencing a full investigation. Affiliate Partner hereby gives AI Income Program its authorization to inform the appropriate authorities or third parties of any fraud or suspected fraud and only once we are satisfied that the matter is resolved shall we remove any restrictions on Affiliate Partner’s account.
Representations and Warranties
The parties agree to the terms in the General Data Protection Regulation Data Processing Addendum, which is incorporated into this Agreement.
Affiliate Partner represents and warrants that:
1. Authority: It has the power and authority to enter into and perform its obligations under the Agreement.
2. Compliance with Laws: At all times, the Media and Affiliate Partner itself will comply with all applicable foreign, federal, state, or local laws, rules, regulations, and ordinances including, without limitation, the Gramm-Leach Bliley Act, the Fair Credit Reporting Act, the Federal Trade Commission Act, CAN-SPAM, the Telephone Consumer Protection Act, the Fair Debt Collection Practices Act, the Federal Communications Act, where relevant—the General Data Protection Regulation (the GDPR), and all rules and regulations promulgated under any of the foregoing, as well as all applicable state laws including, without limitation, the California Financial Privacy Act and the Vermont Consumer Protection Act, and all rules and regulations promulgated under such state laws (collectively, "Laws").
3. Rights in Media: It owns and/or has any and all rights in the Media as contemplated by the Agreement.
4. Third-Party Rights: At all times, the Media and Affiliate Partner itself will not violate any applicable rights of any third party including, but not limited to, infringement or misappropriation of any copyright, patent, trademark, trade secret, or other proprietary, property, or other intellectual property right.
5. Claims and Documentation: Affiliate Partner has a reasonable basis for any and all claims made within the Media and possesses appropriate documentation to substantiate such claims.
6. Commitments: Affiliate Partner shall fulfill all commitments made in the Media.
7. Age Targeting: No Media is targeted to end-users under the age of eighteen (18) or the relevant legal age of majority.
8. Consent for Programs: Prior to loading any computer program onto an individual's computer including, without limitation, programs commonly referred to as adware and/or spyware, and cookies, Affiliate Partner shall provide clear and conspicuous notice to, and shall obtain the express consent of, such individual to install such computer program and/or cookies.
9. Content Restrictions: The Media does not and will not:
a. Contain any misrepresentations or content that is defamatory.
b. Contain content that is violent, obscene, offensive, including content that contains nudity or implied nudity, or content that is morally or ethically offensive or sexually suggestive.
c. Promote or support gambling or sweepstakes or contests.
d. Contain any "worm," "virus," or other device that could impair or injure any person or entity.
10. Regulatory Compliance: Affiliate Partner is not, nor is Affiliate Partner acting on behalf of any person or entity that is, prohibited from engaging in transactions with U.S. citizens, nationals, or entities under applicable U.S. law and regulation including, but not limited to, regulations issued by the U.S. Office of Foreign Assets Control ("OFAC").
11. Specially Designated Nationals: Affiliate Partner is not, nor is Affiliate Partner acting on behalf of any person or entity that is, a Specially Designated National ("SDN"), as OFAC may so designate from time to time.
Modifications
In addition to any notice permitted to be given under this Agreement, AI Income Program may modify any of the terms and conditions of this Agreement at any time by providing Affiliate Partner with a notification. The changes will become effective ten (10) business days after such notice. If the modifications are unacceptable to Affiliate Partner, Affiliate Partner may terminate this Agreement without penalty solely on the account of such termination within such ten (10) business day period. Affiliate Partner's continued participation in this Affiliate Partner Program ten (10) business days after a change notice has been posted will constitute Affiliate Partner's acceptance of such change.
In addition, AI Income Program may change, suspend, or discontinue any aspect of an Offer or Link or remove, alter, or modify any tags, text, graphic, or banner ad in connection with a Link.
Affiliate Partner agrees to promptly implement any request from AI Income Program to remove, alter, or modify any Link, graphic, or banner ad that is being used by Affiliate Partner as part of the Affiliate Partner Program.
Independent Investigation
Affiliate Partner acknowledges that it has read this Agreement and agrees to all its terms and conditions. Affiliate Partner has independently evaluated the desirability of participating in the Affiliate Partner Program and each Offer and is not relying on any representation, guarantee, or statement other than as set forth in this Agreement or on the Affiliate Partner Program.
Indemnification
Affiliate Partner shall irrevocably defend, indemnify, and hold AI Income Program and Clients and each of their respective employees, officers, directors, members, managers, shareholders, contractors, and agents harmless from and against any and all liability, loss, damage, or expense (including, without limitation, reasonable attorneys' fees, costs, and expenses) arising out of or related to any allegation, claim, or cause of action, involving:
1. Breach of Agreement: Affiliate Partner's breach of the Agreement.
2. Media Content: The Media.
3. Tax Claims: Any claim that AI Income Program is obligated to pay any taxes in connection with Affiliate Partner's participation hereunder.
Disclaimers
THE Affiliate Partner PROGRAM AND LINKS, AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO Affiliate Partner "AS IS". EXCEPT AS EXPRESSLY SET FORTH HEREIN, AI Income Program EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. AI Income Program DOES NOT WARRANT THAT THE Affiliate Partner PROGRAM OR LINKS WILL MEET Affiliate Partner'S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE Affiliate Partner PROGRAM OR LINKS WILL BE COMPLETELY ERROR-FREE OR UNINTERRUPTED. AI Income Program EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES. AI Income Program DOES NOT GUARANTEE THAT Affiliate Partner WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.
Limitation of Liability
IN NO EVENT SHALL AI Income Program BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PROGRAM WEB SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE, OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF AI Income Program. IN NO EVENT WILL AI Income Program BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY / WRONGFUL DEATH, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT AI Income Program OR THE Affiliate Partner HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. AI Income Program'S CUMULATIVE LIABILITY TO Affiliate Partner, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO Affiliate Partner BY AI Income Program IN COMMISSIONS DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.
Force Majeure
Other than with respect to payment obligations arising hereunder, neither party will be liable, or be considered to be in breach of this Agreement, on account of such party's delay or failure to perform as required under the terms of this Agreement as a result of any causes or conditions that are beyond such party's reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence (a "Force Majeure Event"). If any such Force Majeure Event occurs including, without limitation, acts of God, fires, explosions, telecommunications, Internet or Affiliate Partner Network failure, results of vandalism or computer hacking, storm or other natural occurrences, national emergencies, acts of terrorism, insurrections, riots, wars, strikes, or other labor difficulties, or any act or omission of any other person or entity, the affected party will give the other party notice and will use commercially reasonable efforts to minimize the impact of any such event.
Governing Law & Miscellaneous
1. Assignment: Affiliate Partner may not assign, transfer, or delegate any of its rights or obligations under the Agreement without the prior written consent of AI Income Program, and any attempts to do so shall be null and void; provided, however, that either party may assign the Agreement or any portion hereof/thereof, to:
a. An acquirer of all or substantially all of such party's equity, business, or assets.
b. A successor in interest whether by merger, reorganization, or otherwise.
c. Any entity controlling or under common control with such party.
2. Choice of Law/Venue: The Agreement shall be construed in accordance with and governed by the laws of the State of Washington. In the event that any suit, action, or other legal proceeding shall be instituted against either party in connection with the Agreement, each hereby submits to a court of competent jurisdiction located in King County, Washington, and further agrees to comply with all the requirements necessary to give such court jurisdiction.
3. Non-Waiver/Severability: No waiver of any breach of any provision of the Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. If any provision contained in the Agreement is determined to be invalid, illegal, or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the real intention of the parties, and the remaining provisions of the Agreement will remain in full force and effect.
4. Relationship of the Parties: The parties hereto are independent contractors. There is no relationship of Affiliate Partnership, agency, employment, franchise, or joint venture between the parties. Neither party has the authority to bind the other or incur any obligation on its behalf.
By submitting an application to the Affiliate Partner Program, Affiliate Partner affirms and acknowledges that Affiliate Partner has read this Agreement in its entirety and agrees to be bound by all of its terms and conditions. If Affiliate Partner does not wish to be bound by this Agreement, Affiliate Partner should not submit an application to the Affiliate Partner Program. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to this Agreement.
By participating in the AI Affiliate Partner Program, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.