This AFFILIATE AGREEMENT (the “Agreement”) is a legally binding agreement describing the relationship between Boat Jump S.L. CIF: B57957078, Marina Real Juan Carlos I Muelle de la Aduana s/n Edificio Lanzadera, 46024 Valencia (Spain) and you as the Affiliate in the affiliate program “Boat Jump”. By signing up as an Affiliate, you are expressing acknowledge that you have read, understand and agree to all of the terms and conditions described below.
- Provision of Services:
During the term of this Agreement, Boat Jump S.L. engages Affiliate, and Affiliate agrees to be engaged, as a non-exclusive Affiliate of all of Boat Jump sites. Affiliates agrees to promote such sites and services in compliance with the terms of this Agreement.
- Affiliate Links:
Affiliate shall receive, or have made available thereto, banner, button and/or text links to Boat Jump websites (hereinafter referred to as “Links”). These “Links” may contain logos and/or identifying marks of any of Boat Jump web-sites. Affiliate’s use of these Links shall at all times be subject to the terms and conditions hereof. Affiliate has the discretion to display these Links in accordance with its own site design, provided that at no time shall Affiliate be permitted to alter, modify or expand such Links in any way without the prior written consent of Boat Jump.
3.1 Promotion Material: Affiliate may not use any content of Boat Jump for promotion purposes, save for banners, promotion videos and/or other content Boat Jump explicitly labels as “promotion content”. Affiliate shall not change or alter the promotion content in any way. All promotional content is exclusively assigned to a specific Boat Jump website and may only be used to promote the specified website. At no time and under no circumstances is Affiliate permitted to use such content to promote another site, even if it is also part of the Boat Jump network. No links to other sites are permitted on pages where Boat Jump promotion content is used. Upon termination of this agreement by either party the content must be deleted from Affiliate’s server, offline storage and any other media that Affiliate stored this content on. Affiliate must under no circumstances make such content available to minors.
3.2 Youth Protection: The affiliate is fully responsible to keep the guidelines given by Boat Jump if the affiliate is promoting Boat Jump services. Boat Jump can not held responsible for any violation of the local youth protection laws by any affiliate.
- Relationship of Parties:
Nothing in this Agreement shall be construed to create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority, express or implied, to make, accept, or negotiate any offers or representations on behalf of Boat Jump. Furthermore, Affiliate may not advertise Boat Jump sites in a fashion that creates the impression that Affiliate’s sites are officially connected with Boat Jump or any of its websites or products.
- Affiliate Commissions:
5.1 The Affiliate Commissions are negotiated with each Affiliate and agreed on mail or discussions. Boat Jump reserves the right to alter the Affiliate Commissions by changing the respective subsite “portals” from time to time, provided that the Affiliate is informed by email at least 30 days in advance. In any case Affiliate Commissions will be calculated only on the bases of funds actually received by Boat Jump (i.e., payments which are thereafter not effected [eg., chargebacks] are not part of the calculation of the Affiliate Commissions) less payment fee, disbursements (eg., fees for chargebacks) and taxes.
5.2 Affiliate hereby authorizes Boat Jump to issue on its behalf invoices addressed to Boat Jump.
5.3 Payouts of the Affiliate: Commissions are effected by wire transfer, PayPal or other means that may be offered at a later point. Payments will be made between one and tenth days after the end of the following pay period. The minimum payout is $200USD. If this amount is not reached in a single pay period, the amount will be carried over to the next period(s) until the minimum is reached (without any interest). Wire transfers are subject to a 50:50 service fee split which will automatically be deducted by your bank from the wire amount.
- Ownership of Work Product/Proprietary Materials:
6.1 All materials, documents, data, software, information and inventions supplied to Affiliate by or on behalf of Boat Jump shall be and remain the sole and exclusive property thereof. All such property shall be delivered to Boat Jump by Affiliate, immediately upon demand, or destroyed, as may be requested.
6.2 Affiliate acknowledges that it receives, for the term of this Agreement, a non-exclusive, non-transferable, revocable license to
(i) access Boat Jump’s site through links solely in accordance with the terms of this Agreement, and
(ii) solely in connection with such links, to use Boat Jump’s logos, trade names, trademarks and other proprietary identifying material, solely for the purpose of promoting Boat Jump as contemplated herein.
6.3 Payouts of the Affiliate Commissions are effected by wire transfer, PayPal or other means that may be offered at a later point. Payments will be made between one and tenth days after the end of the following pay period. The minimum payout is $200USD. If this amount is not reached in a single pay period, the amount will be carried over to the next period(s) until the minimum is reached (without any interest). Wire transfers are subject to a 50:50 service fee split which will automatically be deducted by your bank from the wire amount.
6.4 Any changes in payment details need to be announced through an email at email@example.com in order to become effective.
6.5 So called Referral comisions are limited to $2000USD per referred affiliate and a total of $10,000USD per month in total. Signing up multiple times in the program to overjump the limitations result in a termination of all referral comisions.
All notices or demands hereunder shall be given in writing. By executing this Agreement, Affiliate confirms his or her understanding that Boat Jump will periodically send materials via email to its Affiliates, including newsletters, and Affiliate agrees to accept such email.
- Legal Age of Affiliate:
Any Affiliate or representative thereof must be at least eighteen (18) years of age to participate in any Boat Jump program. Affiliate, by executing this Agreement, affirms that he or she is at least 18 years old.
- Compliance with Applicable Law:
Affiliate shall at all times conduct all activities undertaken pursuant to this Agreement or in any way associated with Boat Jump in compliance with all applicable Federal, State or International laws, rules, regulations or ordinances applicable in any jurisdiction in which Affiliate operates. Affiliate understands and agrees that any violation of applicable law in any jurisdiction by Affiliate while acting pursuant to its relationship with Boat Jump and/or Boat Jump, such Affiliate will indemnify and defend any claims brought against Boat Jump, its employees, officers, or related entities. Affiliate agrees to not only defend in such claim, but to reimburse Boat Jump for any expenses incurred as a result of Affiliate’s violation, including marketable attorneys’ fees, court costs, and other expenses associated with Affiliate’s violation. Affiliate shall notify Boat Jump immediately of any actual or potential violation.
- Spam laws:
THE FOLLOWING APPLIES TO ALL AFFILIATES, AND CONCERNS THE TRANSMISSION OF COMMERCIAL E-MAILS IT DOES NOT WAIVE OR SUBSTITUTE THE SPAM POLICY DESCRIBED IN THE TERMS AND CONDITIONS BUT RATHER ADDS TO IT:
THE “CAN-SPAM ACT OF 2003″ (THE “ACT”), WHICH BECAME EFFECTIVE JANUARY 1, 2004, APPLIES TO ANY COMMERCIAL E-MAILS SENT TO ANY U.S. OR OTHER RECIPIENT, SEXUALLY EXPLICIT OR OTHERWISE. FULL COMPLIANCE WITH THE ACT IS REQUIRED AS A TERM OF THIS AGREEMENT, AND AFFILIATES ARE RESPONSIBLE FOR READING AND UNDERSTANDING ALL PROVISIONS THEREOF. THE ACT IS AVAILABLE AT:http://www.spamlaws.com/AFFILIATES MUST COMPLY WITH THE ACT, AND ANY LIABILITY/DAMAGES THAT ARISE FROM FAILING TO COMPLY WILL BE THE SOLE RESPONSIBILITY OF THE AFFILIATE. THE FOLLOWING OUTLINES THE BASIC REQUIREMENTS OF THE ACT, BUT IS INTENDED ONLY TO SERVE AS A GUIDELINE, AND NOT AS A REPLACEMENT FOR READING AND UNDERSTANDING THE ACT ITSELF.THIS IS NOT INTENDED TO SERVE AS LEGAL ADVICE, AND IT IS RECOMMENDED THAT YOU AND YOUR LEGAL COUNSEL DETERMINE FOR YOURSELVES HOW BEST TO COMPLY.
1. ALL COMMERCIAL E-MAILS THE ACT PROHIBITS THE SENDING OF ANY COMMERCIAL E-MAILS (SO-LICITED OR UNSOLICITED) THAT CONTAIN THE FOLLOWING (IT IS REQUIRED THAT AFFILIATES READ AND UNDERSTAND THE DEFINITIONS RELATED TO THESE REQUIREMENTS IN THE ACT ITSELF): 1.FALSE OR MISLEADING SUBJECT AND/OR HEADER INFORMATION.
2. SUBJECT AND/OR HEADER INFORMATION THAT INCLUDES AN ORIGINATING E-MAIL ADDRESS, DOMAIN NAME OR IP AD DRESS OBTAINED THROUGH FALSE OR FRAUDULENT MEANS, BUT IS OTHERWISE ACCURATE.
3. SUBJECT AND/OR HEADER INFORMATION THAT FAILS TO ACCURATELY IDENTIFY THE COMPUTER USED TO ORIGINATE THE E-MAIL FOR THE PURPOSE OF DISGUISING THE ORIGIN OF THE E-MAIL.UNSOLICITED COMMERCIAL E-MAIL ANY UNSOLICITED COMMERCIAL E-MAIL MUST INCLUDE:
– CLEAR AND CONSPICUOUS IDENTIFICATION OF THE E-MAIL AS AN “ADVERTISEMENT” OR “SO-LICITATION.”
– NOTICE THAT THE RECIPIENT MAY ELECT NOT TO RECEIVE, OR “OPT-OUT,” OF ADDITIONAL E-MAIL.
– A RETURN E-MAIL ADDRESS OR OTHER EFFECTIVE INTERNET MECHANISM THE E-MAIL RECIPIENT MAY USE TO NOTIFY YOU THAT THE RECIPIENT WISHES TO “OPT-OUT” (DOES NOT WISH TO RECEIVE) OF ADDITIONAL COMMERCIAL E-MAILS.
– A PHYSICAL POSTAL ADDRESS OF THE SENDER.THE “OPT-OUT” MECHANISM REQUIRED UNDER THIS PROVISION MUST BE AVAILABLE FOR AT LEAST 30 DAYS AFTER THE TRANSMISSION OF THE ORIGINAL E-MAIL. ADDITIONALLY, ANY OPT-OUT REQUESTS MUST BE HONORED WITHIN 10 DAYS OF THE RECEIPT OF SUCH REQUEST.YOU MAY NOT SELL OR OTHERWISE TRANSFER TO ANYONE ELSE THE E-MAIL ADDRESSES OF THOSE PERSONS WHO ELECT TO OPT-OUT. ADDITIONAL PROHIBITED ACTIVITIES THE FOLLOWING ADDITIONAL ACTIVITIES ARE PROHIBITED BY THE ACT:
1. TRANSMITTING COMMERCIAL E-MAIL USING E-MAIL ADDRESSES OBTAINED FROM WEBSITES, PROPRIETARY ONLINE SERVICES, OR OTHER BUSINESS OR ENTITY THAT HAS REPRESENTED TO ITS USERS THAT IT WILL NOT SHARE, SELL OR OTHERWISE TRANSFER THE RECIPIENTS’ E-MAIL ADDRESSES OR OTHER INFORMATION TO ANOTHER PARTY.
2. TRANSMITTING COMMERCIAL E-MAIL USING E-MAIL ADDRESSES OBTAINED USING SOFTWARE OR SOME OTHER DEVICE THAT GENERATES POSSIBLE E-MAIL ADDRESSES BY COMBINING NAMES, LETTERS AND/OR NUMBERS (SUCH AS A RANDOM EMAIL ADDRESS GENERATOR).
3. USING ANY COMPUTER WITHOUT AUTHORIZATION TO SEND E-MAIL MESSAGES THAT VIOLATE ANY PROVISION OF THE ACT.
4. USING A COMPUTER TO RELAY OR RETRANSMIT E-MAIL, WITH THE INTENT TO DECEIVE OR MISLEAD RECIPIENTS, INTERNET SERVICE PROVIDERS, OR OTHERS REGARDING THE ORIGIN OF THE E-MAIL.
5. USING A SCRIPT OR OTHER AUTOMATED MEANS TO CREATE AND/OR REGISTER E-MAIL ACCOUNTS OR OTHER ONLINE ACCOUNTS FROM WHICH COMMERCIAL E-MAIL IN VIOLATION OF THE ACT WILL BE SENT OR FORWARDED.IMPORTANT
COMPLIANCE WITH THE ACT BECAME AN EXPRESS CONDITION OF PARTICIPATION AS AN AFFILIATE ON THE DATE IT BECAME EFFECTIVE, AS THE AFFILIATE AGREEMENT HAS ALWAYS REQUIRED COMPLIANCE WITH APPLICABLE LAW. IT IS IMPORTANT TO NOTE, HOWEVER, THAT THESE REQUI-REMENTS ARE IN ADDITION TO OTHER ANTI-SPAM PROVISIONS CONTAINED IN THESE TERMS.
FAILURE TO COMPLY WITH THE ACT WILL RESULT IN THE IMMEDIATE TERMINATION OF YOUR ACCOUNT, AND YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD Boat Jump HARMLESS, AS WELL AS ITS AGENTS, EMPLOYEES AND REPRESENTATIVES, FROM ANY COST, EXPENSE, LAWSUIT, CLAIM, OR LIABILITY OF WHATEVER NATURE WHATSOEVER ARISING OUT OF ANY VIOLATION OF THE ACT, IN ADDITION TO YOUR AGREEMENT TO INDEMNIFY BOAT JUMP AS PROVIDED FOR ELSEWHERE IN THIS AGREEMENT.
- Indemnification For Civil Actions Brought Against Boat Jump:
In addition to indemnifying Boat Jump for any violation of law as noted above, Affiliate also agrees to indemnify and defend Boat Jump in any civil action; for the avoidance of doubt Boat Jump may engage a law firm at its own choice without consulting with Affiliate. The Affiliate shall perform the work at its own risk, and shall notify Boat Jump immediately in the event civil legal action is threatened or filed. The Affiliate shall indemnify and hold harmless Boat Jump from any claim, demand, loss, liability, damage or expense arising in any way from the Affiliate’s work.
- Liability/Force Majeure:
12.1Boat Jump may only be liable in case Boat Jump acted gross negligently or with intend.
12.2Boat Jump shall not be liable to Affiliate for inaccessibility to any of its services or “downtime” due to, but not limited to: i) server failure; ii) Internet weather (or other Internet/ISP problems beyond the control of Boat Jump); iii) processor downtime; iv) routine or emergency maintenance; or v) any other technical difficulties which may occur in the day-to-day operations of Internet websites including the loss of sales and traffic statistics. Boat Jump but shall not be obligated to, provide assistance and/or alerts to Affiliates regarding such conditions.
- Term of this Agreement:
The term of this Agreement will begin upon Boat Jump’s approval of Affiliate’s application and the subsequent execution of this Agreement and will end when terminated by either party, or as otherwise described herein. Either party may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. Upon such notice, Affiliate agrees to promptly destroy or return to Boat Jump any and all artwork or other proprietary material pertaining to Boat Jump in Affiliate’s possession or control. Furthermore, Affiliate shall immediately remove from any and all Affiliate sites any and all Boat Jump marks, Links and references to any of Boat Jump’s sites. If this Agreement is terminated by Boat Jump due to a violation of the terms of this Agreement, Affiliate understands that it shall not be eligible to receive any commission payments, even for commissions earned prior to the date of termination. If this Agreement is terminated for any other reason, Affiliate acknowledges that it shall only be eligible to earn a commission on sales occurring during the term of the Agreement.
Boat Jump reserves the right to terminate this Agreement with any Affiliate whose chargebacks exceed 5% of their sign up ratio.
14.1Boat Jump and/or the Affiliate may terminate this Agreement for any reason with three month notice to the end of each month.
14.2 Boat Jump may terminate this Agreement upon good cause with immediate effect. A good cause within the meaning of this section 6.2 may be Affiliates banners and/or other promotions within the Boat Jump network, including Boat Jump’s sites as well as Affiliates’ sites which may be used by the enduser contains objectionable material, including but not limited to a) unlawful or harmful content; b) threatening or defamatory content; c) a site that facilitates or promotes illegal activity; d) a site that promotes fraudulent or unethical business practices; e) if the site promotes discrimination based on race, sex, religion, nationality, disability or age; f) incorporates or displays any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property right; g) a site that promotes “warez,” adult passwords, rape, bestiality, or child pornography.
14.3 With the exception of certain verified opt-in mailings, Boat Jump prohibits any form of unsolicited bulk emailing (commonly referred to as “spamming”) by any Affiliate, either related or unrelated to Boat Jump. Affiliate’s participation in verified opt-in mailings shall only be permitted upon prior written consent of Boat Jump. For the purpose of this Agreement, spamming also includes any similar, abusive behavior including, but not limited to automatically sending scripted text (and website URL) disguised as “chat” into any third party chat room, bulletin board or website. Any report of Affiliate spamming will be investigated immediately, and Boat Jump may, in its sole discretion, suspend the account of the Affiliate in question pending the review or investigation of the reported spamming. Boat Jump will terminate any Affiliate found, in its sole discretion, to have engaged in this prohibited behavior, and the termination provisions above will apply. Boat Jump reserves the right to take any other action it deems necessary in this regard, and further reserves the right to change these standards from time to time, to be effective upon notice to Affiliate. Affiliate’s placement of Links and promotion of Boat Jump shall at all times accurately reflect the nature of Boat Jump’s website. Any misleading or blind links may, in Boat Jump sole discretion, be considered a violation of the terms hereof.
This Agreement may be amended or modified only by a written document signed by both parties hereto. Each party shall have the right to enforce the provisions of this Agreement in strict accordance with its terms. The failure of either party at any time to enforce its rights hereunder strictly in accordance with the same shall not be construed as having created a custom contrary to the specific provisions hereof or as having in any way modi-fied or waived same.
- Entire Agreement:
This Agreement sets forth and constitutes the entire agreement and understanding between Boat Jump and Affiliate with respect to the subject matter hereof, and it supersedes all previous oral or written communications, representations, or agreements between the parties concerning the subject matter hereof.
The respective rights and obligations of the parties set forth in this Agreement shall indefinitely survive the expiration or termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations.
- Arbitration/Governing Law/Venue:
All disputes arising out of this contract or related to its violation, termination or nullity shall be finally settled under the Rules of Arbitration and Conciliation of Spain by a single arbitrator appointed in accordance with these Rules. The arbitration shall take place in Valencia, Spain. The language to be used in the arbitral proceedings shall be Spanish.
- Electronic Signatures:
19.1The parties hereto acknowledge that an electronic affirmation to be bound by the terms of this agreement shall serve for all purposes in the manner and with the legal force and effect of a written signature.
19.2IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date when Affiliate has submitted its application to participate in the Boat Jump affiliate program.