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MoreThis Affiliate Agreement (“Agreement”) contains the complete terms and conditions between us, Dark Galaxy Limited doing business as AgentFire.com (“AgentFire”) and you, regarding your application to and participation in, the AgentFire Affiliate Program (the “Affiliate Program”) as an affiliate of AgentFire (an “Affiliate”), and the establishment of affiliate links and affiliate codes (“Affiliate Code”, “Affiliate Link”) required to participate in the program.
BY SUBMITTING AN APPLICATION TO JOIN OR BY PARTICIPATING IN THE AFFILIATE PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ THIS AGREEMENT AND THE AGENTFIRE TERMS AND CONDITIONS AND THAT YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
“Affiliate” – The business, individual, or entity applying to, or participating in the Affiliate Program, or that displays AgentFire’s products and Services and/or promotions on its website, or other means, using an affiliate code and/or tracking code in exchange for receiving a commission from AgentFire for sales directly resulting from such display.
“Affiliate Site” – Any website, landing page, email or Social Media page used to promote, advertize or link to your AgentFire Affiliate Page
“Affiliate Page” – Unique signup page provided by AgentFire after participating in the AgentFire Affiliate Program
“AgentFire’s Products and Services” – Hosted Websites and related products and services that are available for purchase from AgentFire.
“Commission Fees” – The amount you will be paid for each Qualified Purchase by a Referred Customer that you refer to AgentFire subject to the Commission Threshold and pursuant to the terms of this Agreement.
“Commission Threshold” – The amount of Commission Fees an Affiliate must accrue prior to receiving a payment from AgentFire.
“Qualified Purchase” – A sale of AgentFire Products, with a term of sixty (60) days or longer, to a Referred Customer that is not excluded under Section 7.
“Referred Customer” – Each new and unique customer referred from Affiliate through a Affiliate Code and/or Tracking Link (as defined in Section 3), that provides valid account and billing information.
a) We will evaluate your application in good faith and will notify you of your acceptance or rejection in a timely manner. We may reject your application if we determine (in our sole discretion) that your business is not suitable for the Affiliate Program for any reason, including, but not limited to the terms of this Agreement.
b) If we reject your application, for any reason, you may not re-apply to the Affiliate Program. AgentFire, in its sole discretion, reserves the right to notify or not to notify any prospective affiliate of their rejection or removal from the Affiliate Program at any time.
a) Use of Links
If you qualify and agree to participate as an Affiliate, we will make a landing page available to you (referred to herein as a “landing page”, “affiliate link” or collectively, as the “Links”). The page will serve to identify your business as a member of the Affiliate Program and will establish a link from your promotional content to AgentFire’s website. You agree to cooperate fully with us in order to establish and maintain such Links. You further agree that your use of the Links must be in compliance with this Agreement at all times. AgentFire may modify the landing pages from time to time in its sole discretion. You will not use graphic or textual images (indicating a Link) or text messages to promote AgentFire that are not approved in advance by AgentFire. Furthermore, you agree not to use cookie stuffing techniques that set the affiliate tracking cookie without the Referred Customer’s knowledge (e.g. iframe). Any information with respect to AgentFire that is going to be displayed on the Affiliate content must be pre approved by AgentFire in writing.
b) Disclaimer
EXCEPT AS PERMITTED HEREIN, YOU SHALL NOT AND ARE NOT AUTHORIZED TO (i) USE THE AGENTFIRE TRADEMARK, NAME OR ANY OF OUR OTHER INTELLECTUAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE LINKS, AND THE LICENSED MATERIALS (COLLECTIVELY, THE “AGENTFIRE IP”) (OR ANY VARIATIONS OR MISSPELLINGS THEREOF OR OTHER TERM OR TERMS CONFUSINGLY SIMILAR TO ANY OF THE FOREGOING) WITHOUT AGENTFIRE’S EXPRESS PRIOR WRITTEN PERMISSION; (ii) USE AGENTFIRE IP IN A DOMAIN OR WEBSITE NAME, IN ANY BIDS FOR KEYWORDS OR GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), IN ANY SEARCH ENGINE ADVERTISING (PAID OR OTHERWISE), IN ANY META TAGS, GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), KEY WORDS, ADVERTISING, SEARCH TERMS, CODE, OR OTHERWISE; (iii) ACT IN ANY WAY THAT CAUSES OR CREATES OR COULD CAUSE OR CREATE ANY “INITIAL INTEREST CONFUSION” OVER THE USE OF AGENTFIRE IP ON THE INTERNET OR IN ANY SEARCH ENGINE ADVERTISING. YOUR USE OF AGENTFIRE IP IN ANY MANNER, OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER SHALL CONSTITUTE UNLAWFUL INFRINGEMENT OF AGENTFIRE’S INTELLECTUAL PROPERTY RIGHTS, AND MAY SUBJECT YOU TO CLAIMS FOR DAMAGES (INCLUDING POTENTIAL TREBLE DAMAGES FOR KNOWING OR WILFUL INFRINGEMENT), AND THE OBLIGATION TO PAY AGENTFIRE’S LEGAL FEES AND COSTS IN CONNECTION WITH ANY ACTION OR PROCEEDING IN WHICH AGENTFIRE SEEKS TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT OR WITH REGARD TO ANY OF AGENTFIRE’S INTELLECTUAL PROPERTY RIGHTS.
c) Discounts, Credits, Refunds
You are not allowed to exhibit any discounts, refunds or credits of the AgentFire Products and Services, or any content that in any way alters the look, feel, or functionality of the AgentFire Product and Services, without AgentFire’s prior written consent in each instance. Affiliates may only exhibit pricing that is provided exclusively through the Affiliate Program using Affiliate Codes and Affiliate Links. Any violations of the terms surrounding links, coupons, refunds, credits or discounts shall constitute a material breach of this Agreement, and may result in your termination from the Affiliate Program or the withholding of Commission Fees.
a) It is the intent of AgentFire to treat all of our customers fairly. Accordingly, we require all AgentFire Affiliates to comply with applicable laws, regulations and guidelines concerning advertising and marketing, including without limitation, the Federal Trade Commission (FTC) Endorsement Guides, which require that material connections between advertisers and endorsers be disclosed. This means that all Affiliate Sites (e.g. directories, review/rating websites, blogs, and other websites) and any email or collateral that provide an endorsement or assessment of AgentFire’s Products and Services must prominently disclose the fact that you receive compensation for Referred Customers. You are advised to seek and obtain your own legal advice on how these rules apply to your website or other promotional activities for which you receive compensation.
b) AgentFire reserves the right to withhold Commission Fees and cancel the affiliate relationship with you should we determine, at our sole discretion, that you are not in compliance with the previously mentioned guide or other FTC regulations or guides that we deem relevant.
In addition to the obligations set forth in Section 4 (FTC Endorsement Compliance), Affiliate shall comply with all applicable data protection laws regarding the transmission of data exported to or from the United States or the country in which Affiliate resides, including without limitation, the General Data Protection Regulation 2016/679 of European Parliament and of the Council of 27 April 2016 (the “GDPR”). Affiliate, as a controller under the GDPR, shall also implement appropriate technical measures to ensure a level of security appropriate to the risk, taking into account the nature, scope, context, and purpose of processing any personal data. Affiliate agrees to promptly assist AgentFire in complying with any data subject rights request under the GDPR that AgentFire may receive from any individuals referred to AgentFire by Affiliate. Affiliate further agrees to promptly assist AgentFire in complying with any duties to cooperate with supervisory authorities under the GDPR.
AgentFire will process orders placed by Referred Customers who either use the Affiliate Code or follow the Affiliate Link or during checkout. We reserve the right, in our sole discretion, to reject orders that do not comply with certain requirements that we may establish from time to time. All aspects of order processing and fulfillment, including AgentFire’s services, cancellation, processing, refunds and payment processing will be our responsibility. We will track the Qualified Purchases generated by your Affiliate Code or Affiliate Link and will make this information available to you through our reports.
a) Commissions will be calculated based on the commission rates stated on the AgentFire Affiliate Program page for each Qualified Purchase (as defined herein) subject to commission accruing pursuant to Section 8 below. A “Qualified Purchase” does NOT include the following:
A purchase by a Referred Customer that has transferred from any AgentFire partners or subsidiaries.
A purchase by a Referred Customer who is also associated with any other AgentFire reseller, referral, or other program.
A purchase by a Referred Customer that is not up to date on its payments or is subject to a refund, referral, or other program.
A purchase that was completed prior to the Affiliate joining the Affiliate Program or was not tracked properly through a Affiliate Code and/or Affiliate Link.
A purchase by a Referred Customer that has not been in good standing for a period of at least thirty (30) days or is in violation of AgentFire’s Terms of Service, or other applicable policies at the time the Commission Fees accrue.
A purchase that AgentFire suspects, in its sole discretion, is the result of fraud, which shall include but is not limited to, the use of software that generates real and fictitious information, multiple accounts from the same customer, or the referral of accounts that do not comply with this Agreement.
A purchase referred by an Affiliate that has an excessive cancellation rate as determined in AgentFire’s sole discretion.
A purchase by a Referred Customer if the Referred Customer was offered or received coupons, refunds, credits or discounts from the Affiliate.
A purchase by a Referred Customer if the Affiliate or Referred Customer is in or is promoting a business-opportunity program, as determined by us in our sole discretion.
b) AgentFire reserves the right to withhold payment of initial Commissions Fees to Affiliates who are new to the Affiliate Program, or who have commissions that are potentially fraudulent as determined by AgentFire in its sole discretion, to determine the legitimacy and cancellation rates of Referred Customers.
c) AgentFire reserves the right to suspend the payment of Commission Fees at any time and indefinitely, if it suspects fraud or other improper activity or a potential breach of any of the terms of this Agreement by the Affiliate or a Referred Customer. AgentFire reserves the right to deduct from Affiliate’s current and future Commission Fees any and all Commission Fees corresponding to any fraudulent, questionable, and cancelled purchases.
d) AgentFire reserves the right to immediately cancel or withhold for later review any Commission Fee that fails to meet the criteria of a “Qualified Purchase.” Affiliate is responsible for monitoring the payment, denial, and withholding of Commission Fees; AgentFire is not obligated to actively notify Affiliates of the status of Commission Fees. If Affiliate has a question about a Commission Fee that has been cancelled or withheld, Affiliate has thirty (30) days from the day the payment would have been due to contact AgentFire to request that the Commission Fee be paid. Any changes to decisions about cancelled or withheld Commission Fees are strictly made in AgentFire’s sole discretion.
e) Commissions for any Referred Customer who is associated with any AgentFire reseller, referral or other program may not be considered a Qualified Purchase. In other words, you may not receive double commissions or compensation.
f) In the event that the Referred Customers that are referred to AgentFire by an Affiliate are determined to have an excessive cancellation rate, as determined by AgentFire in its sole discretion, AgentFire reserves the right to withhold or decline pending and future Commission Fees to such Affiliate.
g) Any attempt by an Affiliate to manipulate, falsify or inflate Referred Customers, Qualified Purchases, or Commission Fees to intentionally defraud AgentFire or any violation of the terms of this Agreement constitutes immediate grounds for AgentFire to terminate the Affiliates participation in the Affiliate Program and will result in the forfeiture of any Commission Fees due to the Affiliate.
Commissions will accrue and only become payable once you (i) provide all relevant tax and address documentation pursuant to Section 9 below and (ii) reach the agreed terms of Commission Thresholds based on the commission rates stated on AgentFire Affiliate Program page. Once a commission has accrued under this Section 8, the amount of such commission (the “Commission Fee”) shall be due and payable to you under the terms of Section 9. AgentFire reserves the right to change the Commission Threshold by amending this Agreement and will notify you for any such amendment pursuant to the terms of this Agreement.
a) Subject to the terms of this Agreement and the accrual of commissions as set forth in Section 8 above, commissions will be calculated according to the specified US dollar amount for each Qualified Purchase that accrues during the period for which such commission fee is being calculated.
b) Commission Fees will be processed upon request by contacting your affiliate manager. AgentFire will only compensate you for Qualified Purchases made in accordance with this Agreement.
c) Commission Fees shall be paid based on the current information in your Affiliate profile. You are required to notify us promptly of any change in your address. Any changes to your contact and billing information may take up to two payout cycles to take effect.
d) AgentFire provides Commission and Tracking through Tune (previously hasoffers.com), subject to the following conditions:
Please refer to TUNE Pay’s policy (and inside your TUNE Pay account) to ensure you are eligible to receive payments
You will be asked to provide Tax and Bank information before going through account approval process
AgentFire reserves the right to change affiliate marketing software upon 30 days notice, and guarantees it will make good on any outstanding affiliate commissions as per this agreement.
AgentFire shall not be held liable for any issues directly stemming from Tune (including but not limited to server outages, transaction fees, conversion mistracking, or other issues not directly resulting from fault of AgentFire)
e) AgentFire, at its sole discretion, reserves the right to modify the available commission payment methods or payment schedule at any time. Such changes shall take effect when posted.
f) Disputes: Affiliate agrees to file any disputes within forty-five (45) days after the end of the month in which the sale or event that is disputed occurred. Disputes filed after forty-five (45) days of the date on which the disputed sale or event occurred will not be accepted by AgentFire and Affiliate forfeits forever any rights to a potential claim.
g) It is solely your responsibility to provide AgentFire with accurate tax and payment information through TUNE Pay portal, that is necessary to issue a Commission Fee to you. If AgentFire does not receive the necessary tax or payment information within ninety (90) days of a Qualified Purchase, the applicable commissions shall not accrue and no Commission Fees will be owed with respect to such Qualified Purchase.
h) Each Affiliate is required to submit a W8/W9 tax form before any Commission Fees shall accrue. You are responsible for the payment of all taxes related to the commissions you receive under this Agreement. In compliance with U.S. tax laws, AgentFire will issue a Form 1099 to Affiliates whose earnings meet or exceed the applicable threshold.
i) Any address change must be reported to AgentFire at least fifteen (15) business days prior to the end of the calendar month in order for Commission Fees for that month to be processed.
You may log into your affiliate console to review your click through and potential Qualified Purchases statistics on a daily basis. The potential Qualified Purchases shown in this report have not been reviewed to confirm they meet all criteria for Qualified Purchases. As such, Commission Fees may not be issued for all Referred Customers that appear in the affiliate console.
a) You are solely responsible for the development, operation, and maintenance of your Affiliate Site and for all materials that appear on your Affiliate Site. Such responsibilities include, but are not limited to, the technical operation of your Affiliate Site and all related equipment; creating and posting product reviews, descriptions, and references on your Affiliate Site and linking those descriptions to our website; the accuracy of materials posted on your Affiliate Site (including, but not limited to, all materials related to AgentFire Products and Services); ensuring that materials posted on your Affiliate Site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. We disclaim all liability and responsibility for such matters.
b) We have the right in our sole discretion to monitor signups through your Affiliate Site from time to time to determine if you are in compliance with the terms of this Agreement. If you are not in compliance we may terminate your participation in the Affiliate Program effective immediately.
AgentFire will be solely responsible for order processing (including payment processing, cancellations, and refunds) for orders for AgentFire Products and Services placed by a Referred Customer following a Link from your Affiliate Site, for tracking the volume and amount of Qualified Purchases generated by your Affiliate Site, and for providing information to Affiliates regarding Qualified Purchase statistics. AgentFire will be solely responsible for all order processing, including but not limited to payment processing, cancellations, refunds and related AgentFire service.
Referred Customers who buy AgentFire Products and Services through our affiliate network are deemed to be AgentFire Customers. AgentFire’s Terms and Conditions, rules, policies, and operating procedures will apply to such customers. We may change our policies, pricing, and operating procedures at any time. For example, AgentFire determines the prices to be charged for AgentFire Products and Services sold through the affiliate network in accordance with our own pricing policies. Prices and availability of AgentFire Products and Services may vary from time to time, from affiliate to affiliate, and from region to region. Because price changes may affect products that you have listed on your Affiliate Site, you may or may not be able to include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information on our website, but we cannot guarantee the availability or price of any particular AgentFire Product or Service.
You shall not create, publish, transmit or distribute, under any circumstances, any bulk email messages (also known as “SPAM”) without prior written consent from AgentFire, to be granted or denied in AgentFire’s sole discretion, in each instance. Additionally, you may only send emails containing an AgentFire affiliate link and or a message regarding AgentFire or AgentFire’s Affiliate Program to people who have previously consented to receiving such communications from you. Your failure to abide by this Section 14, the CAN-SPAM Act of 2003, our Anti-Spam Policy, and all applicable laws relating to email communications, in any manner, will be deemed a material breach of this Agreement by you and will result in the forfeiture by you of any and all rights you may have to any commissions and the termination of your participation in the Affiliate Program. Further, if your account has excessive clicks in a very short period of time as determined by AgentFire in its sole discretion, the Affiliate relationship may be terminated.
Subject to the limitations set forth in Section 3 above and otherwise in this Agreement, we grant you a non-exclusive, non-transferable, revocable license to (i) access our website through the Links solely in accordance with the terms of this Agreement and (ii) solely in connection with such Links, to use the AgentFire trademark and logo and similar identifying material provided by us (collectively, the “Licensed Materials”), for the sole purpose of selling AgentFire Products and Services on your Affiliate Site and as approved in advance by us. You may not alter, modify, or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials while you are an Affiliate in good standing and in compliance with all of the terms of this Agreement.
You shall not use the Licensed Materials for any purposes other than selling AgentFire Products and Services, without first submitting a sample to us and obtaining the express prior written consent of AgentFire in each instance. You shall not use the Licensed Materials in any manner that is disparaging or that otherwise portrays AgentFire, any hosted member of AgentFire or any AgentFire employee or representative in a negative light. We reserve all of our rights in the Licensed Materials and your license to use such material is limited to the manner described herein. We may revoke your license at any time, by giving you written notice. If not previously revoked, this license shall immediately terminate upon the termination of your participation in the Affiliate Program.
You grant to us a non-exclusive license to utilize your name, title, trademarks, and logos (the “Affiliate Trademarks”) in any advertisement or other materials used to promote AgentFire and the Affiliate Program, provided that AgentFire’s use of the Affiliate Trademarks is not required and is at its sole discretion. This license shall terminate upon the termination of your participation in the Affiliate Program.
a) The term of this Agreement will begin upon our acceptance of your Affiliate Program application and will end when terminated by either party (the “Term”). Either party may terminate this Agreement at any time, with or without cause.
b) You are only eligible to earn Commission Fees on Qualified Purchases occurring during the Term. Commission Fees earned prior to the date of termination will be eligible for commissions only if the orders for the related AgentFire Products and Services are not cancelled within (30) days and comply with all of the terms of this Agreement. We may withhold your final payment of Commission Fees for a reasonable time to ensure that all Qualified Purchases are valid and payment from Referred Customers are legitimate as determined by AgentFire in its sole discretion.
c) Any Affiliate who violates this Agreement, AgentFire’s Terms and Conditions, or any applicable law will immediately forfeit any right to any and all accrued, but not yet received, Commission Fees and will be immediately removed from the Affiliate Program.
d) AgentFire reserves the right to remove an Affiliate from the Affiliate Program if the account in question does not meet the sufficient amount of conversions:
e) AgentFire reserves the right to remove an Affiliate from the Affiliate Program, and to terminate or suspend this Agreement, at any time for any reason, in AgentFire’s sole discretion.
We may modify this Agreement at any time at our sole discretion; provided that the change shall solely apply to events occurring after the date on which you accept and agree to such modifications unless you otherwise agree herein. Such modifications shall take effect when posted on our website. Modifications may include, but are not limited to, changes in the scope of available Commission Fees, commission amounts or percentages, payment procedures, Commission Fee payment schedules, and Affiliate Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement, in which event you shall be entitled to your rights under the unmodified Agreement prior to the date of the applicable modification. Your continued participation in the Affiliate Program following our posting of any modification on our website will constitute binding acceptance of the change.
We make no express or implied warranties or representations with respect to the Affiliate Program or any AgentFire Products and Services sold through the Affiliate Program (including, without limitation, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). 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, including the tracking of information concerning Referred Customers during any period of interruption.
You and AgentFire are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on Agentfire’s behalf. You will not make any statement, whether on your Affiliate Site or otherwise, that contradicts anything in this section.
You hereby represent and warrant to us as follows:
a) You have reviewed and understand this Agreement and agree to be bound by its terms.
b) Your acceptance of this Agreement and participation in the Affiliate Program will not violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties.
c) You are the sole and exclusive owner of the Affiliate Trademarks and have the power to grant to AgentFire the license to use such marks in the manner contemplated herein, and such grant will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any third person or entity.
d)You are not required to obtain consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party in connection with your entrance into this Agreement.
e) There is no pending or threatened claim, action, or proceeding against you, or any affiliate of yours with respect to the Affiliate Trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.
f) During the Term, you will not include in your Affiliate Site content that is, in our opinion, unlawful, harmful, threatening, defamatory, obscene, harassing, racially, ethically, or otherwise objectionable or are in violation of our Terms and Conditions or Acceptable Use Policy.
g) You are at least eighteen (18) years of age.
h) Each Referred Customer is valid, genuine, and unique and meets the criteria of a Qualified Purchase for generating a Commission Fee as provided in this Agreement.
WE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
You hereby agree to indemnify and hold harmless AgentFire 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 Affiliate Site, including, without limitation, its development, operation, maintenance and content therein not attributable to us.
Each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, AgentFire customer and vendor lists, or pricing and sales information (including without limitation commission rates), shall remain strictly confidential and shall not be utilized for any purpose outside the terms of this Agreement except and solely to the extent that any such information is (a) already lawfully known to or independently developed by the receiving party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third party not under any obligation of confidentiality to the disclosure hereunder. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) pursuant to a valid subpoena or order issued by a court or administrative agency of competent jurisdiction, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Exchange Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. In the event of such disclosure, the receiving party shall give the disclosing party prior notice before releasing any information unless giving such notice is prohibited.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
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