Linkfire Affiliation Agreement (Terms & Conditions)
THIS AFFILIATION AGREEMENT (the “Agreement”) sets forth the terms of participation in the Affiliation Program of Linkfire ApS, a company formed under the laws of Denmark, located at Artillerivej 86, 3, 2300 Copenhagen S, Denmark ("Linkfire”). A participant in the Linkfire Affiliation Program is hereinafter referred to as “Affiliate” or “you” or “your”.
a) THIS AGREEMENT CONTAINS THE TERMS AND CONDITIONS THAT APPLY TO AFFILIATE'S PARTICIPATION IN THE LINKFIRE AFFILIATE PROGRAM (THE "PROGRAM"). CAREFULLY READ THESE TERMS AND CONDITIONS, WHICH REPRESENT A LEGALLY BINDING AGREEMENT BETWEEN LINKFIRE AND YOU. YOU MUST AGREE AND ACCEPT THE TERMS OF THIS AGREEMENT IN ORDER TO BECOME A LINKFIRE AFFILIATE.
b) BY CLICKING “BY SIGNING UP, YOU AGREE TO THE TERMS & CONDITIONS” BOX ON THE APPLICATION, YOU AGREE TO SIGN UP TO BE AN AFFILIATE IN THE LINKFIRE AFFILIATE PROGRAM AND CERTIFY THAT (A) YOU HAVE READ THIS AGREEMENT AND UNDERSTAND ALL OF ITS CONTENTS; AND (B) YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ALL DOCUMENTS, POLICIES, AND PROCEDURES INCORPORATED HEREIN BY REFERENCE. IF WE MAKE ANY MATERIAL AMENDMENTS TO THIS AGREEMENT IN THE FUTURE, WE WILL INFORM YOU OF THESE CHANGES IN ADVANCE, AND INFORM YOU OF THE DATE THEY WILL COME INTO EFFECT.
c) VIOLATION OF ANY OF THE TERMS OF THIS AGREEMENT OR ANY OTHER DOCUMENT INCORPORATED INTO THIS AGREEMENT BY REFERENCE WILL RESULT IN THE IMMEDIATE TERMINATION OF YOUR PARTICIPATION IN THE PROGRAM AND FOR FORFEITURE OF ANY OUTSTANDING AFFILIATE COMMISSION PAYMENTS EARNED DURING THE VIOLATION. YOU AGREE TO PARTICIPATE IN THE PROGRAM AT YOUR OWN RISK.
a) "Affiliate Application" means the application submitted by an Affiliate to participate in the Program, as contained in the Linkfire Site.
b) "Affiliate Fee" means the amount due and payable to Affiliate in accordance with the Referral Fee Plan.
c) “Affiliate Site” means websites owned, controlled or used by Affiliate, on which the Affiliate will place its links to Linkfire Site.
d) "Affiliation Term" the term of the activity of an Affiliate as a participant in the Program commencing upon approval of Affiliate's participation and ending according to the provisions of Section 10 below.
e) “Affiliate Dashboard” means a dedicated online interface made available by Linkfire to participants of its Affiliate Program, through which the Affiliate may manage and monitor its participation in and performance under the Affiliation Program
f) “Minimum Transaction Requirement” means the number of Affiliate Transactions Per Month that is defined by Linkfire as the minimal number of Affiliation Transactions each Affiliate is required to achieve in order to continue participation in the Affiliation Program.
g) “Paid Referred User” means a Referred User that has purchased one or more of Linkfire Paid Packages and stayed registered to such Linkfire Packages for a period exceeding the Trial Period.
h) “Referred User” means a user that opened an account from Linkfire Site for the first time, through the Affiliate's Tracking Codes from the Affiliate Site, email, or other communications.
i) "Paid Advertisement" means a link offered, created, or displayed for a fee (whether on a "cost-per-click" basis, commission, or any other commercial arrangement) by any internet search engine, portal, sponsored advertising service or other search or other referral service which uses search terms or keywords to identify, draw attention to, or direct internet traffic to an internet site.
j) "Linkfire Marks" means, without limitations, Linkfire trademarks, service marks, trade dress, trade names, corporate name, logos and any other distinctive brand features used in or related to Linkfire's business.
k) “Linkfire Site” means www.linkfire.com and/or any other website as may be added by the Company, in its sole and absolute discretion, from time to time.
3. Joining the Affiliate Program
a) To begin the enrollment process, the Affiliate shall submit a complete Affiliate Application via Linkfire Site.
b) Linkfire will evaluate Affiliate's Application in good faith and will notify it/him/her of its acceptance or rejection within two (2) business days. Linkfire may reject Affiliate Application if Linkfire determines, in Linkfire’s sole discretion, that the Affiliate Site is unsuitable for the Program for any reason. If Linkfire accepts Affiliate Application and thereafter the Affiliate Site is determined (in Linkfire's sole discretion) to be unsuitable for the Program, Linkfire may terminate the Affiliate's participation in the Program at any time.
c) Unsuitable Affiliate Sites may include, but not be limited to, sites containing illegal, offensive, abusing, infringing content, or which incorporate images or content that is, in any way, unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable such as sites that: promote violence; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promote illegal activities or incorporate any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights of any third party (collectively: "Content Restrictions").
d) A rejection of an Affiliate Application by Linkfire shall not derogate from Affiliate's right to reapply to the Program at any other time thereafter.
e) Employees, partners, investors, associates of Linkfire companies, as determined by Linkfire in its sole discretion are prohibited and excluded from remittance or receiving of Affiliate Fees from participation in the Affiliate Program.
4.Tracking Codes and Ads
a) To permit accurate tracking, reporting, and Referral Fee accrual, Linkfire will provide Affiliate with a specific Tracking Code. Affiliate must ensure that each of the links between its Affiliate Site and Linkfire Site properly utilizes the Tracking Codes provided to Affiliate.
b) Affiliate is not authorized to alter, modify or change any of the Tracking Codes. Affiliate will only earn payments in accordance with the Referral Fees Plan. Linkfire will not be held liable to the Affiliate with respect to any failure by Affiliate to use such Tracking Codes. Linkfire will not be responsible for errors which may occur in the tracking of transactions if the Affiliate has made or caused any such modification to the Tracking Code.
c) Linkfire hereby grants to Affiliate a non-exclusive, non-transferable, limited license to use the Linkfire Marks contained in the Ads provided to Affiliate by Linkfire for the sole purpose of this Agreement (the "License"). Linkfire will provide Affiliate with the necessary information to allow Affiliate to make appropriate Ads from the Affiliate Site to Linkfire Site. Affiliate may not use any of the Linkfire Marks in any manner other than as contained in the Ads. Furthermore, Affiliate may not modify any of the Ads in any way, whatsoever. The License shall expire upon the expiration or termination of the Affiliation Term.
d) Affiliate shall display the Ads in good taste, adjacent to any with the first or most prominent use of such Ads in piece of advertising means, in which such Ads appear, subject to other requirements as Linkfire may from time to time impose and provide to Affiliate, including Linkfire trademark guidelines. Affiliate may not use the Ads and the Linkfire Marks contained therewith in a manner that, in Linkfire's sole discretion, is disparaging or otherwise portrays Linkfire in a negative light. Affiliate shall have no other right, title or interest in or to the Ads and Linkfire Marks contained therewith other than as specified in the limited License granted herein.
e) AFFILIATE WILL BE SOLELY RESPONSIBLE FOR THE CONTENT AND MANNER OF ITS MARKETING ACTIVITIES. ALL MARKETING ACTIVITIES MUST BE PROFESSIONAL, PROPER AND LAWFUL UNDER APPLICABLE RULES OR LAWS.
f) Linkfire may at any time, without prior notice, require the Affiliate to remove or modify the Ads, or dynamically replace the Linkfire creative or text with creative or text suitable to Linkfire in Linkfire's sole discretion.
g) As between Affiliate and Linkfire, Linkfire shall own all right, title and interest, including all Intellectual Property Rights, in and to the Linkfire Site, the Program and Linkfire Marks.
5. Marketing Laws
a) If Affiliate sends, or cause to be sent, any messages or communications by electronic means, including but not limited to email and instant messages ("Emails") in connection, directly or indirectly, with this Agreement and/or the Program, then Affiliate agrees, acknowledges, represents and warrants that all such Emails shall be in full-compliance with all applicable federal and state laws and regulations regarding the use of electronic messages, including without limitation the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 ("CAN-SPAM Act") and the Children's Online Privacy Protection Act of 2000 ("COPPA").
b) Affiliate agrees to not utilize SPAM in promoting Linkfire. Linkfire maintains a ZERO tolerance policy towards the sending of SPAM, including, but not limited to, unsolicited commercial E-mails. This action may result in the immediate suspension or termination of the Affiliate account with a cancellation of and possible forfeiture of any pending commissions. Affiliate will also be in violation of this Agreement and subject to legal action and be held liable for any financial loss incurred by Linkfire.
c) SPAM is defined as including, but not limited to, the following:
- i. Send, initiate or procure the sending of an Email to any person who has either not explicitly requested to receive such messages (or has explicitly requested to receive no further Emails) specifically from Affiliate, including without limitation for the purposes of sending unsolicited bulk email, executing any "mass mailings" or "email blasts," or for the purpose of spamming any public forum, including without limitation, any blog, message board, classified listings, auction sites, altnet, newsnet, newsgroups, or similar service.
- ii. Employ any false or deceptive information regarding Affiliate's identity, or regarding the intent, subject, or origin of the message or fail to include accurate information regarding Affiliate identity, and the intent, subject, and origin of the Email.
- iii. Exploit documented or undocumented security holes on any client or server machine.
- iv. Fail to (i) include clear, valid, and conspicuously displayed "From" and "Subject" lines in the Email, (ii) include a functioning return address (or hyperlink) in the Email that enables the recipient to submit a request to receive no further messages from Affiliate ("Opt Out Request") for no less than thirty (30) days from the date the Email was sent; or (iii) honor any Opt-out Request within ten (10) days of receipt of such Opt-out request by Affiliate.
- v. Obtain email addresses via automated means or send any Email to any address which was obtained via automated means, including via the automated combination of names, letters, or numbers, dictionary attacks, or the use of spyware, viruses, or other means of bypassing system security or invading consumer privacy.
- vi. Employ any fraudulent, deceptive, false or misleading information in connection with the Emails.
- vii. Send any commercial marketing Email or promotion to, or collect any personally identifiable information from, any person who is under sixteen (16) years of age.
d) Affiliate may use Tracking Codes within Emails that Affiliate sends to registered users of the Affiliate Site.
e) Affiliate shall comply with any and all regulations, statutes and applicable laws of the United States or any other state, country or jurisdiction in which he acts related to Email, and or electronic communications. It is Affiliate's responsibility to be aware of all such regulations, statutes and laws.
f) Affiliate may only send Emails containing a Tracking Code and/or a message regarding Linkfire or Linkfire's Program. Failure by Affiliate to abide by this Section 5, CAN-SPAM Act or COPPA, in any manner, will be deemed a material breach of this Agreement by Affiliate and foreclose any and all rights Affiliate may have to any Affiliate Fee.
g) Each party shall, at its own expense, ensure that it complies with and where necessary assists the other party to comply with the requirements of all applicable legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 and any successor legislation; and (ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable EU regulation relating to privacy. This clause is in addition to, and does not reduce, remove or replace, a party's obligations arising from such requirements.
6. Prohibition of paid advertisement
Affiliate shall not use, procure, bid on, or otherwise arrange for paid advertisement which uses or includes any of the Linkfire Marks.
Affiliate shall not register, procure, or use any internet domain name that includes any of the Linkfire Marks or any variations thereof.
7. Participation Activity Requirements
a) The participation in the Affiliate Program is contingent and depending upon each Affiliate achieving the Minimum Transaction Requirement in a calendar year during such Affiliate’s participation in the Program.
b) The Minimal Transaction Requirement is the achievement of at least six (6) Affiliate Transactions in a calendar year. Linkfire shall have the right to change the Minimal Transaction Requirement at any time at its sole discretion.
c) In event of such change, Linkfire shall provide a notice to all active Affiliates participating in the program. In event an Affiliate does not achieve the Minimal Transaction Requirement, Linkfire shall have the right, at its sole discretion, to discontinue the participation of such Affiliate in the Affiliate Program. In event of such discontinuation, Linkfire shall provide a notice to the Affiliate informing him/her/them that his/her/their participation in the Program was terminated (a “Terminated Affiliate”). In such event, the Terminated Affiliate shall have no claims or demands towards Linkfire as result of such termination.
d) A Terminated Affiliate shall not be entitled to rejoin the Affiliate Program for a period of six (6) months following the date of termination of such Affiliate’s Participation in the Program.
8. Referral Fees
a) For every new Linkfire account purchased by a Referred User through Affiliate's Tracking Codes, Affiliate shall be entitled to receive Affiliate Fees in accordance with the Referral Fees Plan located within the Platform and Linkfire Site. The content and frequency of the plan shall be determined by Linkfire at its sole discretion as may be updated from time to time (and Affiliate is reminded of its right of termination at any time under clause 9).
b) During the Term of this Agreement, Linkfire shall keep track of Referred Users by attaching such Referred User a Tracking Code which shall be kept in perpetuity, provided that such period is within the Affiliation Term. If within such period the Referred User has not converted to a Paid Referred User, then the Affiliate will not be entitled to any Affiliate Fees on behalf of such user, even if in later time such Referred User will become a Paid Referred User.
c) Linkfire is entitled to grant additional rewards to its affiliates based on its sole discretion.
d) It is hereby clarified that Referral Fees are payable to an Affiliate only for a first purchase of a Linkfire account made by a respective Paid Referred User. The Referral Fee shall not apply on any renewals, trial versions (if applicable), second purchase or otherwise.
9. Payments and reporting
a) Linkfire will generate periodic reports summarizing the sales activity of the Referred Users as relevant and necessary for purposes of calculating each Affiliate’s Fee, which will be available to Affiliate in real time via the Dashboard. The form, content and frequency of the reports shall be determined by Linkfire at its sole discretion as may be updated from time to time.
b) Affiliate Fees will be payable within forty five (45) days following the end of each calendar month.
c) In no event will Linkfire pay to an Affiliate any Fees unless and until at least One Hundred ($100) United States Dollars have been accrued under Affiliate’s account, and therefore in the event that the Affiliate has failed to reach at least One Hundred ($100) United States Dollars, by the end of each calendar month, any reached Conversions (and the Fees related thereto) shall be carried over and added to the next month’s Affiliate Fees.
d) Linkfire will pay Affiliate Fees on Tracking Codes that are automatically tracked by Linkfire affiliate system and reported via the Dashboard. Linkfire will not pay Affiliate Fees unless the Tracking Code is tracked by Linkfire affiliation system and reported via the Dashboard.
e) All payments of the Affiliate Fees will be due and payable in United States Dollars only, except as otherwise determined by Linkfire in its sole discretion. Payment will be made against a valid invoice issued by Affiliate, through bank transfer or any other method chosen by Linkfire, in its sole discretion. Affiliate is responsible to provide Linkfire with full and accurate details as required for it to remit the Affiliate Fees, and shall be solely liable for any delay in payment resulting from its failure to duly and timely provide Linkfire with such details.
f) In the event of any activity deemed suspicious by Linkfire at its sole determination, Linkfire may delay payment of the Affiliate Fees to Affiliate for up to One Hundred and Eighty (180) days to verify the relevant transactions and in the event that Linkfire determines the activity to constitute Fraud Traffic, it shall recalculate or withhold the Affiliate Fees accordingly and in its sole discretion. It is hereby clarified that in any event that Linkfire shall determine that Affiliate is involved, directly or indirectly, in any fraudulent, deceptive, manipulative or otherwise illegal activity connected to Linkfire, including without limitation to the Linkfire Site, Tracking Codes and/or Users, Linkfire shall have the right, in addition to any other right or remedy available to it under this Agreement or applicable law, to render the Tracking Codes assigned to such Affiliate inoperative, and immediately block Affiliate access to the Program, with no compensation to Affiliate. Affiliate hereby irrevocably waives any claim or demand against Linkfire, its directors, officers, shareholders and/or employees in respect of such action taken by Linkfire.
g) The Affiliate is responsible for the payment of all taxes applicable to the conduct of Affiliate’s business. The payment to the Affiliate shall be subject to any withholding tax obligations applicable by law. It is agreed that the Referral Fees are inclusive of any and all taxes applicable by any law including VAT.
h) The Affiliate is responsible for any charges, fees, exchange rates, surcharges and other expenses arising out of The Affiliate’s relationship with Linkfire that occur directly or indirectly in the process of receiving Affiliate Fees.
10. Transactions processing services policies and pricing
a) Linkfire will process transactions placed by Users who used the Tracking Codes from the Affiliate Site to Linkfire Site.
b) Affiliates must not (i) modify, copy or create derivative works based on the Linkfire Site or any services offered therein (together hereinafter referred to as the “Services”); (ii) disassemble, reverse engineer, or decompile the Services or part thereof, or access it in order to copy any ideas, features, content, functions or graphics of the Services; (iii) interfere with or disrupt the integrity or performance of the Services; (iv) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, or send or store material in violation of any third party’s privacy rights via the Services; (v) send or store viruses or malicious code via the Services; (vi) attempt to gain unauthorized access to the Services or its related software, systems, platforms or networks; (vii) use any components provided with the Services separately from the Services; or (viii) distribute, rent, lease, sublicense or provide the Services to any third party or use it in a service bureau, outsourcing environment, or for the processing of third party data.
c) Linkfire will be responsible for all aspects of transactions processing and fulfillment.
d) Linkfire will track purchases generated by Users referred through the Affiliate Site. To permit accurate tracking, reporting, and Affiliate Fees accrual, the Affiliate shall ensure that Tracking Codes are properly formatted. Linkfire will not be responsible for improperly formatted Tracking Codes.
f) Linkfire may change the pricing, policies and operating procedures at any time consistent with applicable laws. For example, Linkfire will determine the prices to be charged for services in accordance with Linkfire’s own pricing policies. In the event that such changes affect items that Affiliate already has presented on the Affiliate Site, the Ads or any other information provided by Affiliate to third parties in respect with this Agreement and its participation in the Program, Affiliate must track such changes and reflect them in the Affiliate Site or in any other relevant marketing means.
g) Linkfire will use commercially reasonable efforts to present current and accurate information, but cannot guarantee the availability or price of any particular service.
11. Affiliation Term and Termination
a) The term of Affiliate's participation in the Program shall commence upon Linkfire’s acceptance of the Affiliate's Application and shall end upon providence of a termination notice by either party in accordance with the provisions of this Section 9 (the "Affiliation Term").
b) Either party may terminate Affiliation Term at any time, with or without cause, by giving the other party a thirty (30) days prior written notice of termination.
c) Subject to Section 9.d herein, termination of the Affiliation Term will result in the deactivation or deletion of the Affiliate's account or its access to the Affiliate account in the Linkfire Site.
d) Subject to the provisions of Section 7 (the "Affiliate Fee Payment and Reporting") above, upon termination of the Affiliation Term, Affiliate will be entitled to receive Affiliate Fees for Paid Referred User accrued in compliance with this Agreement during the Term of this Agreement.
e) In the event of a material breach of this Agreement by Affiliate, Linkfire may, at its sole and absolute discretion, terminate the Affiliation Term immediately, without prior notification, and the Affiliate will not be entitled to receive any unpaid Affiliate Fees, which accrued prior to such termination and were accrued contrary to the terms of this Agreement.
f) Upon the termination of the Affiliation Term for any reason, Affiliate shall promptly remove all Tracking Codes, Ads and other Program related content from Affiliate Site or any other communication means used by the Affiliate. Affiliate will immediately cease use of, and remove from Affiliate Site, all links to Linkfire Site, and all of Linkfire Marks, and all other materials provided by or on behalf of Linkfire to the Affiliate pursuant here to or in connection with the Program.
g) Sections 2, 4.e, and Section 9 through 17 of this Agreement and any other provisions that by their express terms do, or by their nature should survive termination of Affiliation Term, shall continue to be in force despite the termination of the Affiliation Term.
Linkfire may disclose to Affiliate certain information as a result of Affiliate's participation in the Program, which information we consider to be confidential (herein referred to as "Confidential Information"). For purposes of this Agreement, the term "Confidential Information" shall include, but not be limited to (i) any modifications to the terms and provisions of the Program made specifically for the Affiliate or Affiliate Site and not generally available to other affiliates of the Program; (ii) price guidelines, future service releases, trade secrets, know-how, inventions, processes, programs, schematics, data, pricing and discount schedules, customer lists, financial information and sales and marketing plans relating to Linkfire or Linkfire’s services. Confidential Information shall also include any information that Linkfire designate as confidential during the term of this Agreement. Confidential Information shall not include information which is: a) previously known to the other party without obligation of confidence or without breach of this Agreement; (b) which is publicly disclosed (other than by the Affiliate) either prior or subsequent to the Affiliate’s receipt of such information; (c) is rightfully received by Affiliate from a third party without obligation of confidence; or (e) that is required to be disclosed by the other party by law or by the order of a court or similar judicial or administrative body.
b) Affiliate shall at all times, both during the Term and at all times thereafter, keep and hold such Confidential Information in the strictest confidence, and shall not use such Confidential Information for any purpose other than as may be reasonably necessary for the performance of its duties pursuant to this Agreement, without Linkfire’s prior written consent.
13. General Provisions, responsibilities of the Affiliate, representations and warranties
a) Affiliate hereby warrants and represents that it/he/she is over the age of eighteen (18) and in all respects Affiliate is qualified and competent to enter into this Agreement.
b) Affiliate will provide accurate and complete details regarding its/his/her identity and personal details such as: Name, email, website, address or other required information.
c) Affiliate will be solely responsible for the development, operation, and maintenance of Affiliate Site and for all materials that appear in the Affiliate Site. Affiliate will indemnify and hold Linkfire harmless from all claims, damages, and expenses relating to the development, operation, maintenance, and contents of its/his/her Affiliate Site.
d) Affiliate hereby represents and warrants to Linkfire that materials posted on its/his/her Affiliate Site do not violate or infringe upon the rights of any third party, and that materials posted on its/his/her Affiliate Site are not libelous or otherwise illegal. Linkfire disclaim all liability for all such matters.
e) As a condition to Affiliate's participation in the Program, it/he/she is hereby represents and warrants that during the Term of this Agreement, Affiliate will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority as applicable to Affiliate, whether those laws are now in effect or later come into effect during the Term of this Agreement.
f) This Agreement has been duly and validly executed and delivered by Affiliate (by acceptance of its terms) and constitutes Affiliate's legal, valid, and binding obligation, enforceable against Affiliate in accordance with the terms contained herein.
g) The execution, delivery, and the performance by Affiliate of duties pursuant to this Agreement will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate: any provision of law, rule, or regulation to the extent applicable; any order, judgment, or decree applicable or binding upon Affiliate's assets or properties; any provision of Affiliate's by-laws or certificate of incorporation, or any agreement or other instrument applicable to Affiliate or binding upon Affiliates assets or properties.
h) No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by Affiliate in connection with the execution, delivery, and performance of this Agreement or the taking by Affiliate of any other action hereunder.
i) To the best of Affiliate's knowledge, there is no pending threatened claim, action, or proceeding against it/him/her, or any affiliate thereof, with respect to the execution, delivery, or consummation of this Agreement, or with respect to any intellectual property infringement, and, to the best of your knowledge, there is no basis for any such claim, action or proceeding.
j) Affiliate understands that Linkfire may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate sites that are similar to or compete with the Affiliate Site.
k) Linkfire has the right, in Linkfire’s sole discretion, to monitor Affiliate Site at any time and from time to time to determine if the Affiliate is in compliance with the terms of this Agreement. Any deviations from the guidelines and treatment described in this Agreement must be approved in advance and in writing by Linkfire.
14. Relationship of parties
a) Linkfire and Affiliate are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.
b) Affiliate will have no authority to make or accept any offers or representations on Linkfire's behalf. Affiliate will not make any statement, whether on its/his/her Affiliate Site or otherwise, that reasonably would contradict anything in this Agreement.
a) LINKFIRE MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM AND THE INFORMATION TO BE DELIVERED PURSUANT HERETO. INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, TRADE USAGE OR FITNESS FOR A PARTICULAR PURPOSE.
b) LINKFIRE MAKES NO REPRESENTATION AS TO ANY OF THE INFORMATION FOUND ON LINKFIRE’S SITE. THE MATERIALS ON LINKFIRE’S SITE AND FOR THE AFFILIATED SITES ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND. LINKFIRE DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED ON THE LINKFIRE’S SITES. ANY OF THE INFORMATION OFFERED ON LINKFIRE’S SITE MAY CHANGE AT ANY TIME WITHOUT NOTICE.
c) Should, as a result of Affiliate’s negligence or carelessness: the materials or services provided to the Affiliate (i) prove to be defective; and/or (ii) cause any damage to equipment or any loss or inconvenience to the Affiliate or anyone claiming through the Affiliate, the Affiliate assumes the entire cost and responsibility for any losses.
d) Affiliate will indemnify and hold harmless Linkfire, its subsidiaries, officers, employees, agents, and third parties from and against any claims, liabilities, losses, costs, damages or expenses (including attorney's fees) arising, directly or indirectly, in connection with Affiliate's operations or website or out of any disputes between Affiliate and any other party relating to this Agreement or the participation in the Program, the Site(s) or to services provided by Linkfire.
16. Limitations of Liability
a) UNDER NO CIRCUMSTANCES SHALL LINKFIRE, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE HELD LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES AND/OR LOSSES, TO THE AFFILIATE, USER, AND/OR OTHER THIRD PARTY THAT MAY ARISE DUE TO "DOWNTIME" AND/OR AVAILABILITY OF LINKFIRE SITE, SERVICE OR THE PROGRAM. MOREOVER, LINKFIRE, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR SUPPLIERS SHALL NOT BE HELD LIABLE FOR ANY LOSSES OF ANY KIND THAT MAY RESULT DUE TO DOWNTIME IN THE PROGRAM AND/OR ANY OTHER THIRD PARTY'S DOWN TIME.
b) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW. LINKFIRE, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR SUPPLIERS WILL NOT BE LIABLE TO AFFILIATE 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, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF GOODWILL OR ACTUAL OR ANTICIPATED REVENUE, PROFITS OR LOST BUSINESS), EVEN IF LINKFIRE, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17. Modification to this contract
a) Linkfire may modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion. Notice of any material change will be made in advance by e-mail (and Affiliate is reminded of its termination rights under section 9). Modifications may include, but are not limited to, changes in the scope of available Affiliate Fees, payment procedures and schedules, and Affiliate Program rules.
b) Notwithstanding the foregoing in Section 15.a hereof, the Referral Fees Plan may be altered, modified or changed by Linkfire, from time to time, in its sole and absolute discretion, provided that Linkfire will notify Affiliate of such change of the Referral Fees Plan in advance. Affiliate Fees earned prior to such change will be paid according to the conditions in effect prior to such changes. Referral Fees earned after such change is in effect will be paid according to the new conditions of the amended Referral Fees Plan's effective date at which the payment has been made.
c) If any modification is unacceptable to Affiliate, its/his/her sole recourse shall be to terminate this Agreement. Affiliate's continued participation in the Program following the effective date of a change notice or a new agreement on the Linkfire Site will constitute binding acceptance of such change.
a) The headings herein are inserted as a matter of convenience only and do not define, limit, or describe the scope of this Agreement or the intent of the provisions hereof.
b) The failure of each of the parties to exercise or enforce any right or provision of the conditions and terms of this Agreement shall not constitute a waiver of such right or provision. Linkfire's failure to enforce Affiliate's strict performance of any provision of this Agreement will not constitute a waiver of Linkfire’s right to subsequently enforce such provision or any other provision of this Agreement.
c) This Agreement constitutes the entire understanding between the parties regarding to specific subject matter covered herein. This Agreement supersedes any and all prior written or verbal contracts or understandings between the parties hereto and neither party shall be bound by any statements or representations made by either party not embodied in this Agreement.
d) A party will provide written notice to the other party of any controversy, dispute or claim arising out of or relating to this Agreement, or to the formation, interpretation, breach, termination, or validity thereof (“Controversy”). The parties shall engage in good faith negotiations to resolve the Controversy. Only if the Controversy is not resolved through good faith negotiations within 15 days of the sending of the written notice of Controversy, the Controversy may be submitted to litigation. Any dispute arising out of or in connection with our relationship, including any disputes regarding the existence, validity or termination of this Agreement, shall be governed by Danish law. The dispute shall be subject to simplified arbitration administrated by The Danish Institute of Arbitration in accordance with the rules of the simplified arbitration procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced.
19. Independent Investigation
a) Linkfire encourages affiliates to consult with legal and/or financial and/or tax and/or accounting advisors prior to entering the Program.
b) Affiliate acknowledges and agrees that nothing herein and no statement by Linkfire or any of its employee or other person associated with Linkfire has prevented Affiliate in any way from seeking such advice before entering into this Agreement.
c) Affiliate has independently evaluated the desirability of participating in the Program and is not relying on any representations or statements other than as set forth in this Agreement.
d) AFFILIATE HAS READ THIS AGREEMENT CAREFULLY AND UNDERSTANDS IT, HAS HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL AND ACCEPT THE OBLIGATIONS, WHICH IT IMPOSES UPON AFFILIATE WITHOUT RESERVATION. AFFILIATE HAS ALSO TAKEN INTO ACCOUNT THE LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER PROVISIONS OF THIS AGREEMENT PRIOR TO ACCEPTING THIS AGREEMENT. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO AFFILIATE TO INDUCE IT/HIM/HER TO SIGN THIS AGREEMENT. AFFILIATE AGREES TO THE TERMS OF THIS AGREEMENT VOLUNTARILY AND FREELY.