By signing up as an affiliate with ArixMedia, LLC., you agree to the following Terms of Service.
This Affiliate Agreement ("Agreement") is by and between ArixMedia LLC and/or its assigns ("ArixMedia") and the entity or person that is hereby applying to be an affiliate of ArixMedia and who is accepted by ArixMedia to be an affiliate ("Affiliate").
Affiliate desires to place a link on its website that will forward interested browsers to ArixMedia's websites for the purpose of purchasing materials offered by ArixMedia. For any purchases made by using Affiliate's Unique Referral URL (defined below), ArixMedia will pay a commission at a rate of 25% or, if an alternate rate has been negotiated with ArixMedia, at that alternate rate.
Terms and Conditions
Unique Referral URL:ArixMedia will pay Affiliate a specified commission on transactions verified by ArixMedia to have resulted from the purchaser linking to ArixMedia's websites using a link that incorporates Affiliate's Unique Referral URL. The "Affiliate's Unique Referral URL" will be a URL with a unique code generated and provided by ArixMedia to the Affiliate. Affiliate's Unique Referral URLs may be viewed on Affiliate's account page.
Change of Terms:At any time prior to the purchaser following a link incorporating Affiliate's Unique Referral URL, ArixMedia may, with or without notice, change, suspend or discontinue any aspect of its affiliate program.
Posting of Affiliate's Unique Referral URL:Affiliate may choose the location for posting the links which incorporate Affiliate's Unique Referral URL and may modify, remove or alter the placement of the Affiliate's Unique Referral URL in its discretion, provided, however, that should ArixMedia object to any such posting, Affiliate will immediately remove or alter the posting pursuant to ArixMedia's request. Affiliate may post a deep link to products sold on ArixMedia's websites.
Affiliate Statements:Affiliate shall not make any warranty or representation regarding ArixMedia, ArixMedia's products or services or ArixMedia's website policies except as expressly directed or permitted by ArixMedia.
URL Malfunctions:Affiliate shall notify ArixMedia of any malfunctioning Affiliate Unique Referral URL or any other problems relating to this Agreement.
Framing and Marketing Practices:Browsers following Affiliate's Unique Referral URL shall experience ArixMedia' website exactly as presented by ArixMedia without the use of "frames" by Affiliate or the Affiliate's addition or use of advertisements, branding or other material. Affiliate shall not transmit "interstitials," "ParasiteWare," "Parasitic Marketing," "Shopping Assistance Application," "Toolbar Installations/Add ons," "Shopping Wallets" or "deceptive pop ups/unders" to browsers following the Unique Referral URL from the time the browser clicks on the Affiliate Unique Referral URL link until such time as the browser has fully exited Affiliate's website. Affiliate sites that use pop ups/unders for the purpose of aiding browsers may not use such devices to overwrite a commission tracking cookie, deceive the browser or redirect the browser from ArixMedia's websites at any time. Affiliate shall not automatically set tracking cookies on the browser's computer in any way. Only direct clicks on the Affiliate Unique Referral URL will be used to create or overwrite a tracking cookie as specified by ArixMedia. Affiliate shall not cause any program to be downloaded or installed on any browser's computer without the express consent by such browser. Affiliate shall not distribute any e-mail containing the Affiliate's Unique Referral URL link without first obtaining the written approval of ArixMedia.
Use of Thumbnails:Affiliate may utilize template thumbnail and preview images made available by ArixMedia on ArixMedia's websites for the purpose of providing potential customers with a preview of those templates and a deep link directly to that product page. Under no circumstances may Affiliate display, in whole or in part, actual templates on Affiliate's website.
Domain Names:Affiliate will not register or use any domain name that contains, in whole or in part, any of ArixMedia' Marks (as defined below).
Payments and Discounts
Timing of Payments:All payments to Affiliates will be made during the last week of each month. Any account with a balance over $30.00 USD will receive a payment at that time. Balances under $30.00 will be rolled over from month to month until the balance exceeds $30.00.
Payment by Check/Wire Service:Affiliates may choose to receive payments through various third party payment services. Affiliates in the United States opting to receive payment by check will receive the check, at no additional charge, via U.S. First Class mail. For Affiliates who request a payment check to be sent outside of the United States, the cost of first class postage will be deducted from the amount paid. Any Affiliate choosing to have payment made by Western Union, or other wire service, will have the fees for utilizing that service deducted from the amount paid.
Affiliate Discount:Affiliates may take advantage of the referral program by purchasing templates for their own usage from ArixMedia websites. If the Affiliate completes the purchase through their own Affiliate's Unique Referral URL, the standard referral payment will be credited to Affiliate's account.
Ownership and License of Intellectual Property
Ownership of Marks:Affiliate acknowledges that ArixMedia is the exclusive owner of the following trademarks, service marks, trade names, slogans and any related artwork or logos: ArixMedia, 4Templates, 4Templates.com, "Your Template Resource", and "4Templates is your resource for affordable, beautifully designed and coded templates and themes for your website, blog, and more" (collectively, the "Marks"). All goodwill arising out of the use of the Marks as set forth in this Agreement shall inure to the benefit of ArixMedia and Affiliate shall not claim any ownership rights in the Marks or any derivative thereof or any confusingly similar marks.
Ownership of Templates:Affiliate acknowledges that ArixMedia owns, or has exclusive rights in, all of the templates and images on the ArixMedia websites.
License and Quality Control:ArixMedia grants Affiliate a revocable, nonexclusive, nontransferable license, without right of sublicense, to use and reproduce the Marks on Affiliate's website solely for the purpose of promoting the products and services of ArixMedia and only in close proximity to the Affiliate Unique Referral URL link. Any use of the Marks that does not meet the approval of ArixMedia will be immediately removed by Affiliate. Affiliate may not use the Marks to gain priority listing on any search engine or in connection with any pay per click, paid listing or other advertising or marketing. ArixMedia grants Affiliate a revocable, nonexclusive, nontransferable license, without right of sublicense, to use and reproduce the template thumbnail and preview images solely for the purpose of promoting the products and services of ArixMedia and only in close proximity to the Affiliate Unique Referral URL link. Any use of the template thumbnail and preview images that does not meet the approval of ArixMedia will be immediately removed by Affiliate.
Ownership of Customer Data:ArixMedia shall own and retain all right, title and interest in all personally identifying information (names, addresses, e-mail addresses, etc.) collected from browsers visiting ArixMedia website, including those who access the website by following the Affiliate Unique Referral URL link.
Termination:Either party may terminate this agreement at any time, for any reason or for no reason at all, by providing notice of such termination via e-mail.
Effect of Termination:Upon termination, ArixMedia will pay to Affiliate any earned, but unpaid commissions. Affiliate will immediately erase from its website any Affiliate Unique Referral URL link and cease any and all use of the Marks and template thumbnails and previews. No commission will be paid on any sale made by following the Affiliate Unique Referral URL link after termination.
Representations and Warranties
Affiliate's Representations:Affiliate represents and warrants that it has the right, power and authority to enter into the Agreement and that it will comply at all times with all applicable laws, rules and regulations relating to the operation of its website, including, but not limited to all anti-SPAM legislation.
No Guarantee:Affiliate acknowledges that ArixMedia LLC and/or its assigns does not guarantee or predict any type of profit or response from said services. Affiliate agrees to hold ArixMedia LLC harmless from and against any and all losses, claims, expenses, suits, damages, costs, demands or liabilities, joint or several, of whatever kind or nature which ArixMedia LLC and/or its assigns may become subject arising out of or relating in any way to the use by Affiliate of the services provided under this agreement, including, without limitation, in each case attorneys' fees, costs and expenses actually incurred in defending against or enforcing any such losses, claims, expenses, suits, damages or liabilities.
DISCLAIMER OF WARRANTIES:ARIXMEDIA MAKES NO WARRANTIES TO YOU OF ANY KIND, EXPRESSED OR IMPLIED, WITH RESPECT TO THE SERVICES DESCRIBED HEREIN. ARIXMEDIA EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS OF THIS SERVICE FOR A PARTICULAR PURPOSE.
Affiliate Indemnification:Affiliate agrees to and shall indemnify, defend and hold harmless ArixMedia and its successors and assigns from and against any and all claims, demands, suits, judgments, damages, costs, losses, expenses (including reasonable attorneys' fees and expenses) and other liabilities incurred by ArixMedia arising from (a) any breach of any of the representations, warranties or agreements made by Affiliate under this Agreement; (b) any unauthorized use by Affiliate or any of its subcontractors of any Marks; (c) Affiliate's sales and marketing practices or those of its representatives and agents, including without limitation, any material misrepresentation, warranty or guarantee made by Affiliate or its agents or representatives regarding ArixMedia services; or (d) any other claim with respect to Affiliate's sites or any products sold through Affiliate's sites other than a claim relating to products sold and delivered by ArixMedia or a claim relating to claimed infringement involving the Marks, provided that the Marks have only been used by Affiliate in accordance with the terms of this Agreement.
- 6.2. ARIXMEDIA SHALL NOT BE LIABLE TO AFFILIATE OR ANY THIRD PARTY FOR ANY LIQUIDATED, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THIS AGREEMENT, EVEN IF ARIXMEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Use of System:Affiliate agrees: (1) to use our system in a manner that is ethical and in conformity with community standards; (2) to not yourself, and to not permit others with links on Affiliate's website to, offer for sale any illegal goods or services, pornographic or adult-themed material, get rich quick schemes, gambling or any other goods or services that ArixMedia, in its sole discretion, deems inappropriate; (3) to respect the privacy of other users (you shall not intentionally seek data or passwords belonging to browsers or other users, nor will you modify files or represent yourself as another user unless explicitly authorized to do so by that user); (4) to respect the legal protection provided by copyright law, trade secret law, or other laws protecting intellectual property; and (5) to accept commercial emails from us.
Breach of Terms:If we learn of a breach or likely breach of the terms of this Agreement, we will attempt to notify you. If you do not take immediate remedial action which is satisfactory to us, or in the event of a serious breach, we reserve the right to terminate your account immediately. Every effort will be made to inform you prior to account termination, and to re-establish your account upon receiving such representations from you as we deem appropriate in the circumstances. YOUR SERVICE WILL BE TERMINATED IMMEDIATELY AND WITHOUT WARNING SHOULD YOU USE OUR SYSTEM AS PART OF ANY BULK EMAIL CAMPAIGN. You may also be subject to fines and legal actions as a result of your bulk email promotion.
Change of Terms and Conditions:ArixMedia reserves the right to change the terms and conditions of this agreement as needed. While ArixMedia will endeavor to notify Affiliate of all changes by e-mail, Affiliate is responsible for periodically checking back to review the terms of this Agreement. Use of our servers by Affiliate after said changes constitutes acceptance of those new terms and conditions. If you do not agree to the new terms and conditions, you may terminate this Agreement.
Account Information:You represent and warrant that all information provided by you during the New Account Signup and Tax & Payout Setup is true and accurate.
Notification of Account Changes:You agree to provide ArixMedia with such other information relating to your use of this service as we deem necessary or desirable. You agree to notify us if your address, email address, telephone number and any billing information changes.
Notices:All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been given on the date of delivery if delivered via e-mail to the designated e-mail addresses provided by both parties.
Competitive Arrangements:Nothing herein shall restrict either party from entering into any agreement with any other party, even if similar to or competitive with the transactions contemplated hereunder. Without limitation of the foregoing, nothing herein shall constrain ArixMedia from marketing and promoting ArixMedia's services and ArixMedia's sites in any manner.
Relationship of Parties:The parties are independent contractors with respect to each other. Each party is not and shall not be deemed to be an employee, agent, partner or legal representative of the other for any purpose and shall not have any right, power or authority to create any obligation or responsibility on behalf of the other.
Complete Agreement:This Agreement constitutes the complete, final and exclusive agreement between the parties with respect to the subject matter hereof, and supersede any and all prior or contemporaneous oral or written representation, understanding, agreement or communication between the parties concerning the subject matter hereof.
Assignment:This Agreement is personal to Affiliate and may not be assigned, delegated or otherwise transferred, whether by operation of law or otherwise, without the prior written consent of ArixMedia. Any attempted assignment, delegation or other transfer by Affiliate in violation of this Section 7.10 shall be void and shall constitute a material breach of this Agreement. ArixMedia may assign this Agreement or any rights hereunder without Affiliate's consent and without notice to Affiliate.
Savings Clause:If any restriction, covenant or provision of this Agreement shall be adjudged by a court of competent jurisdiction to be void, such restriction, covenant or provision shall apply with such modifications as may be necessary to make it valid and effective and the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired.
Choice of Law:The construction, interpretation and performance of this Agreement, as well as any case or controversy arising out of the parties' relationship that is related to or contemplated by this Agreement, shall be governed by and construed in accordance with the domestic laws of the State of Tennessee without regard to its conflict of law provision. The parties agree that any action at law or in equity arising out of or relating to this Agreement shall be filed only in the state or federal courts located in Davidson County, Tennessee. The parties hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. In the event of a dispute, the parties agree to submit the matter to the Community Dispute Resolution Service or any recognized Arbitration Board located within Davidson County, Tennessee before instituting litigation.
Headings:The subject headings of the articles and sections are for convenience only, and shall not affect the construction or interpretation of any of its provisions.
No Waiver:No waiver of any of the provisions of this agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.