Welcome to the Password Sentry Affiliates Program. Before you can become a participant in the Password Sentry Affiliates Program ("PROGRAM") you must first read and agree to all of the following terms and conditions. Please read the following CAREFULLY. This is a legal agreement ("AGREEMENT") between Password Sentry ("PASSWORD SENTRY") and you ("YOU").
The following offer to YOU to participate in the PROGRAM is subject to all the terms, conditions, limitations and waivers below. YOU acknowledge and agree that by participating in the PASSWORD SENTRY AFFILIATE PROGRAM, YOU will be bound by all the terms and conditions in this AGREEMENT.
1. Rights Granted to YOU by PASSWORD SENTRY. Subject to the terms and conditions set forth in this AGREEMENT by PASSWORD SENTRY, PASSWORD SENTRY grant to YOU, the following:
1.1 The non-exclusive right to direct, refer or send visitors or users to the PASSWORD SENTRY website.
1.2 A limited nonexclusive, nontransferable and revocable license to access and download promotional banners, and other promotional materials created by PASSWORD SENTRY for use on your website for the exclusive purpose of advertising, marketing or promoting PASSWORD SENTRY. However, the license herein granted shall automatically and immediately cease upon the termination of this AGREEMENT.
2. Your Warranties to PASSWORD SENTRY. In consideration of PASSWORD SENTRY providing YOU with PASSWORD SENTRY AFFILIATE PROGRAM benefits, YOU agree and warrant as follows:
2.1 That YOU will at no time while YOU are participating in the PASSWORD SENTRY AFFILIATE PROGRAM, or using any materials provided to YOU by PASSWORD SENTRY, directly or indirectly display or include on your website any advertising or advertising links of any kind which promote PASSWORD SENTRY, other than those advertisements or ad links which have been pre-approved by PASSWORD SENTRY, in compliance with this AGREEMENT, and which advertise PASSWORD SENTRY.
2.2 That YOU will not use any form of mass unsolicited electronic mail solicitations, newsgroup postings, IRC posting or any other form of "spamming" as a means of promoting your website or for the purpose of directing or referring users to PASSWORD SENTRY. YOU further acknowledge and agree that PASSWORD SENTRY have the right to immediately, and without notice, terminate your participation in the PROGRAM if PASSWORD SENTRY, in our sole and exclusive judgement, conclude that you have engaged in the use of any form of mass unsolicited electronic mail solicitations, newsgroup postings, password selling or trading, warez, IRC posting or any other form of "spamming". NOTE: PASSWORD SENTRY HAVE ZERO TOLERANCE FOR SPAMMING. IF YOU SPAM, YOUR PARTICIPATION IN THE PROGRAM WILL BE TERMINATED, YOU WILL BE BARRED FROM FUTURE PARTICIPATION IN THE PROGRAM AND ALL FUNDS OTHERWISE DUE TO YOU WILL BE FORFEITED TO THE COMPANY.
2.3 That YOU will not copy or reproduce, alter, modify or change, broadcast, distribute, transmit or disseminate any banners or other promotional or advertising materials provided to YOU by US pursuant to this AGREEMENT and the PROGRAM in whole or in part, in any manner, at any time anywhere in the World except as authorized by PASSWORD SENTRY in writing.
2.4 That YOU shall remain a PROGRAM Participant until YOU terminate participation in the program by notifying PASSWORD SENTRY by emailing us your intent to terminate you participation; or your participation in the PROGRAM is terminated by PASSWORD SENTRY for any reason; or the PROGRAM is terminated by PASSWORD SENTRY for any reason.
2.5 That YOU will remain a PROGRAM Participant in good standing at all times YOU are receiving benefits or are otherwise participating in the PROGRAM.
2.6 That YOU shall cease to be a Participant in good standing and shall be subject to immediate termination of all Benefits without prior notice if YOU fail to perform under or breach any part of this AGREEMENT.
2.7 That if you participation in the PROGRAM is terminated for any reason, YOU cease to be a PROGRAM Participant in good standing, YOU change your website's URL or YOU cease to offer services on the Internet, YOU shall immediately and permanently cease all use of all materials provided to YOU by PASSWORD SENTRY through the PROGRAM and that you will remove all files containing materials provided to YOU pursuant to the PROGRAM from your website.
2.8 That YOU are a person over the age of eighteen (18) years.
2.9 That YOU are the person who owns or is otherwise is entitled to contract on behalf of the entity which owns the rights to the your website.
2.10 That upon termination of this AGREEMENT you will immediately cease using PASSWORD SENTRY marks and remove any materials supplied to you by PASSWORD SENTRY or referring to PASSWORD SENTRY, including without limitation any banner ads, from your website.
2.11 That all you warranties, indemnities and obligations, which by their nature are designed to survive termination, shall extend beyond the termination of this AGREEMENT.
3. Limitations of Your Participation In The PROGRAM. YOU acknowledge and agree that the PROGRAM, you participation in the PROGRAM and PROGRAM Benefits are subject to the following limitations:
3.1 Only persons over the age of eighteen (18) years may participate in the PROGRAM.
3.2 PASSWORD SENTRY shall at all times have the right, in its sole and exclusive discretion, to terminate the PROGRAM and any and all PROGRAM Benefits relating to you Participation in the PROGRAM at any time and may do so with or without prior notice or cause.
3.3 PASSWORD SENTRY, in its sole and exclusive discretion, shall have the right at any time to change or modify the PROGRAM. If at any time PASSWORD SENTRY changes the PROGRAM, you shall have the right to withdraw and terminate your participation in the PROGRAM.
3.4 PASSWORD SENTRY has the right to terminate yours and any other person's participation in the PROGRAM at any time and may do so with or without prior notice or cause.
3.5 PROGRAM Benefits are not transferable by YOU and may only be used by YOU in association with your website while YOU are participating in the PROGRAM and are a Participant in good standing.
3.6 All PROGRAM Benefits materials, including, without limitation, all advertising banners, photographic materials, recordings, video, sound, and any other form of intellectual property provided to YOU by PASSWORD SENTRY as part of this PROGRAM shall remain the property of PASSWORD SENTRY and may not be copied or reproduced, altered, modified or changed, broadcast, distributed, transmitted or disseminated, sold or offered for sale in any manner, at any time anywhere in the World except as expressly authorized by PASSWORD SENTRY in writing.
3.7Products and services on the PASSWORD SENTRY website are the service marks / trademarks of PASSWORD SENTRY. All rights are reserved. Nothing herein shall be construed as a grant or assignment of any rights in any intellectual property owned by PASSWORD SENTRY, including, without limitation, any of its trademarks or service marks.
4. PASSWORD SENTRY Benefits. For each person who purchases a PASSWORD SENTRY product and/or service, and who has been tracked and verified by PASSWORD SENTRY as a "referral" from your website, you will receive a "referral fee".
4.1 A "referral" from your website which entitles YOU to a "referral fee" shall be defined as follows:
(i) A person who has been directed to PASSWORD SENTRY through the use of a hypertext transfer link residing on your website which is in the form of a banner ad or other promotional link which automatically connects any person who clicks on said banner ad or other promotional link to PASSWORD SENTRY, and which banner ad or other promotional link has been supplied to YOU by PASSWORD SENTRY as part of the PASSWORD SENTRY AFFILIATE PROGRAM; and
(ii) A person who after having been directed to PASSWORD SENTRY through the use of the hyperlink banner ad or other promotional link supplied to YOU by PASSWORD SENTRY residing on your website has been converted into a purchaser of any PASSWORD SENTRY product or service;
(iii) A person shall not be deemed a "referral" entitling you to a commission or "referral fee" if that person leaves the PASSWORD SENTRY site after having been directed there through the hyperlink banner ad or other promotional link (which has been supplied to you by PASSWORD SENTRY) on your website, without becoming an PASSWORD SENTRY purchaser, even if at some later time that same person returns to PASSWORD SENTRY, not through the banner ad or other promotional link (which has been supplied to you by PASSWORD SENTRY) on your website, and at that later time becomes a PASSWORD SENTRY purchaser.
4.2 YOU acknowledge and agree that YOU shall not be entitled to a commission or referral fee for any PASSWORD SENTRY purchaser who you sent or referred to PASSWORD SENTRY in violation of the terms of this AGREEMENT, or for any PASSWORD SENTRY purchaser who does not fall within the terms of paragraphs 4.1 (i) and (ii) or who is excluded under the terms of paragraph 4.1 (iii).
4.3 YOU also acknowledge and agree that YOU shall not be entitled to a commission or referral fee from PASSWORD SENTRY for any purchase which PASSWORD SENTRY determines is the result of possible fraudulent activity. YOU further acknowledge and agree that PASSWORD SENTRY shall have the right, in its sole and exclusive discretion, at any time to expand or modify what it determines to constitute possible fraudulent activity. Without limiting the foregoing, possible fraudulent activity shall include without limitation, the following circumstances or activities:
(i) Where the purchaser has used or attempts to use a credit card number which is in a negative data base;
(ii) Where there are multiple purchases from a single IP address within a short period of time;
(iii) Where there are sequential or multiple purchases under different names, or variations of the same name using the same credit card number, or sequential names or patterns of names using different credit card numbers;
(iv) Where there is a pattern of "bursting purchases" characterized by numerous purchases of PASSWORD SENTRY product or service in a relatively short time span (the "bursting period"), where there has been history of few purchases of PASSWORD SENTRY product or service before or after the bursting period.
(v) Where there has been an attempt to put through a credit card with a bin number that is listed in a negative bin number database;
(vi) Where there have been sequential or multiple attempts to purchase from a credit card using the same bin number and sequential or multiple number strings to complete the credit card number.
4.4 YOU acknowledge and agree that PASSWORD SENTRY shall have the right to deny or withhold payment from YOU and to terminate YOU from the program if there has been an abnormal number of chargebacks or cancellations of purchases which have been referred to PASSWORD SENTRY through your website. YOU further acknowledge and agree that PASSWORD SENTRY shall have the right, in its sole and exclusive judgment, to determine what constitutes an abnormal number of chargebacks or cancellations of purchases.
4.5 All commissions and referral fees due and payable hereunder shall be payable in United States (US) Dollars and shall survive termination of this AGREEMENT.
4.6 PASSWORD SENTRY reserves the right, in its sole and exclusive discretion, at any time to alter or modify the PROGRAM including the method and terms of all payment benefits to Participants. Upon notice of any change in benefits under the PROGRAM by PASSWORD SENTRY, YOU shall have the right to withdraw or terminate you participation in the PROGRAM.
5. No Joint or Collaborative Venture; No Monitoring or Control of Your Content By PASSWORD SENTRY. Nothing in this AGREEMENT is intended by PASSWORD SENTRY or YOU to create or constitute a joint or collaborative venture or partnership of any kind between YOU and PASSWORD SENTRY, nor shall anything in this AGREEMENT be construed as constituting or creating any agency, employment relationship, joint or collaborative venture or partnership between YOU and PASSWORD SENTRY.
5.1 YOU acknowledge and agree that PASSWORD SENTRY shall have no control nor ownership interests of any kind in you business or your website.
5.2 YOU acknowledge and agree that YOU shall have no financial or other interest in PASSWORD SENTRY or any property owned by PASSWORD SENTRY.
5.3 YOU acknowledge and agree that you relationship with PASSWORD SENTRY shall be restricted to matters pertaining to the PROGRAM exclusively and shall be governed entirely by the terms and conditions of this AGREEMENT.
5.4 YOU acknowledge and agree that PASSWORD SENTRY have no direct or indirect control over the content of performances or services, the manner of performances or services, or the time or duration of provision of performances or services by YOU on, at or in association with your website except as specifically set forth in this AGREEMENT.
5.5 YOU further acknowledge that neither PASSWORD SENTRY nor any employee, associate, agent, assign or successor of PASSWORD SENTRY shall exert or provide any direct or indirect control over, monitoring of, supervision of, prior approval of, or review of the content appearing or otherwise distributed on, at or in association with your website, and that YOU shall be solely responsible for any legal liabilities or consequences resulting from the dissemination of that content on or through your website.
6. No Guarantees or Warranties of Any Kind. YOU acknowledge and agree that PASSWORD SENTRY makes no guaranties or warranties of any kind with respect to the PROGRAM or materials provided by, through or in association with the PROGRAM, and all materials are provided to you "as is", and that use of PROGRAM and associated materials, including, without limitation is solely at you risk. PASSWORD SENTRY disclaims all warranties, either express or implied including, but not limited to, express or implied warranties of merchantability and fitness for a particular purpose, with regard to the PROGRAM and any and all materials of every kind supplied to YOU as part of this PROGRAM.
7. PASSWORD SENTRY Limited Liability and Liquidated Damages. YOU acknowledge and agree that under no circumstances shall PASSWORD SENTRY, its employees, independent contractors, authors, agents, representatives, assigns and successors be liable to YOU, or any other person or entity, for any direct or indirect losses, injuries or incidental or consequential damages of any kind (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER PECUNIARY LOSS) with regard to any link to PASSWORD SENTRY, or arising from or in connection with the use of the PASSWORD SENTRY AFFILIATE PROGRAM materials, or due to any mistakes, omissions, delays, errors, interruptions in the transmission, or receipt of PASSWORD SENTRY' services, content or PROGRAM materials, including without limitation any losses due to serve problems or due to incorrect placement of HTML.
7.1 Notwithstanding the foregoing express limitations of liability, you acknowledge and agree that should PASSWORD SENTRY, its officers, employees, successors, or assigns be held liable to YOU for damages, injuries or losses of any kind, directly or indirectly resulting from you participation in the PROGRAM, that the total dollar amount of liquidated damages for any and all of you claims, injuries, damages or losses shall not exceed a total of ten dollars ($10.00).
8. No Representations of Success or Profitability. YOU hereby confirm and acknowledge that YOU have unilaterally decided to enter an Internet service business and acknowledge that it is a high risk business. YOU further confirm, acknowledge and expressly agree that neither PASSWORD SENTRY, any agent or representative of PASSWORD SENTRY, nor any other person has at any time in the past, represented to YOU or has otherwise directly or indirectly communicated in any manner to YOU any guarantee, reassurance or any other communication of any kind regarding:(a) the potential profitability or likelihood of success of you participation in the PROGRAM as set forth in this AGREEMENT or otherwise;(b) the possibility or likelihood that use of any products and/or services provided by PASSWORD SENTRY pursuant to this AGREEMENT can or will result in the recoupment of any funds expended by YOU for the promotion of your website or any other purpose; or(c) the existence, nonexistence, size or any other characteristics of any market for any products or services which involve you participation in the PROGRAM pursuant to this AGREEMENT.
8.1 YOU expressly acknowledge and agree that the success any of its business endeavors which involve you
participation in the PROGRAM pursuant to this AGREEMENT, like any other business endeavor, is subject to numerous factors, such as the effectiveness of advertising and promotion, you administrative capabilities, etc., and that the ultimate success or failure of you business rests with YOU and not PASSWORD SENTRY. YOU further expressly agree not to raise any claim of any kind against PASSWORD SENTRY and YOU agree to hold PASSWORD SENTRY harmless from any claim of loss to YOU directly or indirectly resulting from you decision to participate in the PROGRAM pursuant to this AGREEMENT.
9. No Monitoring or Supervision Provided By PASSWORD SENTRY. PASSWORD SENTRY shall not monitor, supervise or review, and shall not be responsible for any content appearing or otherwise distributed on, at or in association with your website except for that content which is supplied to YOU by PASSWORD SENTRY, provided that said content supplied to YOU by PASSWORD SENTRY has not be altered or modified by YOU or any other party.
10. Term and Termination of AGREEMENT. YOU acknowledge and agree that the term of this AGREEMENT is at will, and this AGREEMENT and/or the PASSWORD SENTRY AFFILIATE PROGRAM may be terminated by PASSWORD SENTRY, in its sole and exclusive discretion, at any time, without any advance notice and for whatever reason.
10.1 In the event that this AGREEMENT or the PASSWORD SENTRY AFFILIATE PROGRAM is terminated by PASSWORD SENTRY, YOU shall be entitled to all unpaid commissions or referral fees earned by YOU prior to the date and hour of termination. However, YOU shall not be entitled to receive any commissions or referral fees for any "referrals" delivered or received by PASSWORD SENTRY after the date and time of termination.
11. Entire AGREEMENT; Modification; Assignment. This AGREEMENT constitutes the entire agreement between YOU and PASSWORD SENTRY with respect to the subject matter hereof, and supersedes and cancels all other prior agreements, discussion, or representations, whether written or oral.
11.1 YOU agree that PASSWORD SENTRY may from time to time, in its sole and exclusive discretion, modify the type and quality of benefits provided to YOU hereunder either with or without notice. Other terms and conditions may be modified by PASSWORD SENTRY at any time upon email notice to YOU or by posting at PASSWORD SENTRY website.
11.2 YOU agree that no modification of this AGREEMENT by YOU, you employees, representatives, agents, assigns or successors shall be enforceable of have any effect unless first reduced to writing and signed by PASSWORD SENTRY' duly authorized representative.
11.3 YOU agree that no officer, employee or representative of YOU or PASSWORD SENTRY has any authority to make any representation or promise in connection with this AGREEMENT or the subject matter thereof which is not contained expressly in this AGREEMENT; and YOU acknowledge and agree that YOU have not executed this AGREEMENT in reliance upon any such representation or promise.
11.4 YOU acknowledge and agree that the failure of PASSWORD SENTRY to enforce any of the specific provisions of this AGREEMENT shall not preclude any other or further enforcement of such provision(s) or the exercise of any other right hereunder.
11.5 YOU agree that all promises, obligations, duties and warranties made by YOU in this AGREEMENT are personal to YOU and that neither they nor any benefits hereunder may be assigned by YOU to any other person or entity.
11.6 YOU agree that PASSWORD SENTRY may at any time, and without prior notice to you, freely assign all or part of its duties, obligations and benefits hereunder.
12. This AGREEMENT Shall be Deemed to be Mutually Drafted. For purposes of construction of this AGREEMENT, both PASSWORD SENTRY and YOU shall be deemed to have mutually drafted this AGREEMENT and all parts thereof.
13. Acceptance and Execution of This AGREEMENT. By CLICKING ON THE [Join] button, and by supplying us with all the required information to sign YOU up to the PASSWORD SENTRY AFFILIATE PROGRAM, YOU are acknowledging that YOU agree to all of the terms, conditions, promises, warranties, duties and obligations set forth in the above AGREEMENT.