AFFILIATE AGREEMENT - TERMS OF SERVICE
PLEASE READ THE ENTIRE AGREEMENT.
YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND CONTENTKING B.V. (DBA ContentKing).
BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
1. Overview
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in ContentKing's Affiliate Program. The purpose of this Agreement is to allow HTML linking between your website and the ContentKing website. Please note that throughout this Agreement, "we," "us," and "our" refer to ContentKing, and "you," "your," and "yours" refer to the affiliate.
2. Affiliate Obligations
2.1. To begin the enrollment process, you will complete and submit the online application at the ContentKing server. We may reject your application for any reason at our sole discretion, including if we determine that your website is unsuitable for our Program.
2.1.1. Websites unsuitable for our Program
Websites that are unsuitable for our Program are websites which:
2.2. As a member of ContentKing's Affiliate Program, you will have access to our affiliate portal. Here you will be able to review our Program’s details, download HTML code (that provides for links to web pages within the ContentKing 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 website to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with.
2.3. ContentKing 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 website will be your responsibility. We may monitor your website 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.
2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your website. 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.
3. ContentKing Rights and Obligations
3.1. We have the right to monitor your website 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 website 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 website that we feel are necessary, we reserve the right to terminate your participation in the ContentKing Affiliate Program.
3.2. ContentKing reserves the right to terminate this Agreement and your participation in the ContentKing Affiliate Program immediately and without notice to you should you commit fraud in your use of the ContentKing Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, ContentKing shall not be liable to you for any commission fees 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
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 or email. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you. In the case of termination due to a breach of this Agreement by you the outstanding commission balance will not be paid out.
5. Modification
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and ContentKing's Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in ContentKing's Affiliate Program following the posting of the change notice or new Agreement on our website will indicate your agreement to the changes.
6. Commission fees and payments
6.1. Payment eligibility
Payment of commission fees is done on a quarterly basis (i.e. start of Q1, Q2, Q3 and Q4) and only if all payment details (see next section) are known and the balance of outstanding commission fees is equal to or higher than:
Note: the applicable currency depends on the currency of the specific affiliate program you are an affiliate of.
6.2. Payment details
Payments are done via PayPal or bank transfer and only after a credit (“negative”) invoice is issued by ContentKing to you. The credit invoice contains all the business details of ContentKing and you (the Affiliate). If your details are incomplete no invoice can be issued and thus no payment can be done. If you are an EU citizen or business you must report your VAT status and VAT ID.
ContentKing is not responsible for incorrect payments made to a PayPal or bank account due to your provision of an incorrect or invalid email address or bank account number.
6.3. Refunds
Commission fees are only paid out for non-refunded referred revenue. If a (full or partial) refund has been issued by ContentKing to a customer referred by Affiliate, regardless of the reason for the refund, the commission is reduced by the amount of the refund. In case of a full refund the commission is reduced to zero.
6.4. Commission delay
Commission fees are reported with a delay of 45 days after the related transaction has been completed.
6.5. Taxes
To the extent not prohibited by law, you are responsible for the payment of all taxes related to the commission fee(s) you receive.
6.6. Termination due to breach of this agreement by you
In the case of termination due to a breach of this Agreement by you the outstanding commission fee balance will NOT be paid out.
7. Access to Affiliate Portal
You will create a password so that you may enter ContentKing’s secure affiliate portal. From there, you will be able to receive your reports that will describe our calculation of the commission fees due to you.
8. Promotion Restrictions
8.1. You are free to promote your own websites, but naturally any promotion that mentions ContentKing 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 ContentKing. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups 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 ContentKing 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 ContentKing so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your websites as independent from ContentKing. 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 ContentKing 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 ContentKing, Content King, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and/or 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 ContentKing’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. 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 ContentKing’s website (i.e., no page from our website or any ContentKing’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, Bing, Yahoo, Yandex, Baidu, DuckDuckGo, Seznam and similar search or directory engines); (c) set commission tracking cookies through loading of ContentKing website in IFrames, hidden links and automatic pop ups that open ContentKing’s website; (d) targets text on websites, other than those websites 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 website 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 good standing of ContentKing's Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of ContentKing and the good will associated therewith will enure to the sole benefit of ContentKing.
9.2. 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 of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
10. Disclaimer
ContentKing MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING ContentKing SERVICE AND WEBSITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF ContentKing 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 WEBSITE 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 ContentKing'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 ContentKing, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your website, including, without limitation, content therein not attributable to us.
14. Confidentiality
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
15. Miscellaneous
15.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and ContentKing. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your website or any other of Your website or otherwise, that reasonably would contradict anything in this Section.
15.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
15.3. This Agreement shall be governed by and interpreted in accordance with the laws of The Netherlands without regard to the conflicts of laws and principles thereof.
15.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
15.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
15.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
15.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.