Phoneregistry.com Affiliate Program Terms and Conditions
Read this carefully before
submitting an Affiliate Profile (the "Application")
for participation in the PhoneRegistry.com Affiliate Program (the
"Program"). This is a binding agreement (the "Agreement") between
the individual submitting the Application or the entity on whose behalf
the Application is submitted ("you") and InfoPay ("we"
or "us"). By submitting the Application, you fully and unconditionally
agree to the terms and conditions set forth in this Agreement.
You represent and warrant that:
(i) the information you submit in your Application is truthful and accurate;
(ii) you have reached the age of majority in your home state; (iii)
if you are an entity, the person submitting the Application has the
full right, power and authority to enter into this Agreement on behalf
of such entity; and (iv) your execution and performance of this Agreement
does not and will not violate any agreement by which you are bound.
You agree that you will keep your contact information in the Application
up-to-date, with a functioning email address at all times. You further
agree to respond within twenty-four (24) hours to any email communication
from us or our administrator RevenueWire to you.
2. Program Administration.
We have retained the services
of RevenueWire to manage and administer the Program. RevenueWire will serve
as the data interchange between you and us unless you elect to track your sales through the InfoPay affiliate program.
3. Use of Our Links.
3.1 Our Links.
If your Application is accepted
by RevenueWire, you may use, subject to the terms and conditions of this
Agreement, the banners, custom search box (including teaser results),
text and corresponding links to our sites (collectively, the "Links")
available at www.PhoneRegistry.com/affiliates/ (the "Site"). The Links make
it possible to track and report all of the qualified purchases acquired
through the website(s) identified in your Application ("Your Site"),
provided that cookies have not been disabled on the web browser used
to connect to the relevant PhoneRegistry website. It is your responsibility
to integrate the Links into Your Site properly, in accordance with the
instructions available at the Site. We will not be liable to you with
respect to your failure properly to integrate the Links into Your Site,
including to the extent such failure may result in any reductions of
amounts that would otherwise be paid to you.
3.2 Use and Placement of Links.
You may display the Links only
on Your Site and in email sent in accordance with this Agreement. You
agree not to modify any Links in any way without our prior express written
3.3 Your Site.
You are solely responsible for, and we hereby disclaim all liability for, the development, operation, hosting, and maintenance of, and all costs associated with, Your Site. You agree that Your Site will not copy or resemble the look and feel of, or create the impression that it is part of, our website(s). You agree that Your Site will, at all times during the Term of the Agreement, comply with all applicable laws, rules and regulations, including, without limitation, all laws, rules and regulations applicable to the collection, use, disclosure, retention and security of individuals’ personal information.
We may reject your Application or terminate your participation in the Program at any time, without notice or liability to you, if Your Site is deemed, in our sole discretion, to be unsuitable. Unsuitable websites include, but are not limited to, those that display, promote, encourage or link to:
(a) Illegal content, products,
services, materials or activities;
(b) Content that is harassing, libelous, defamatory, abusive, threatening, harmful, pornographic, obscene or that is otherwise tortious, offensive or objectionable (in our sole judgment) or which may give rise to liability or violate any law;
(c) Content that infringes on the intellectual property rights or other rights of any person or entity;
(d) Content that contains, downloads or installs any viruses, worms, bugs, Trojan horses or other harmful code, files or programs designed to, or capable of, interrupting, destroying or limiting the functionality of any computer software or hardware or telecommunications equipment;
(e) Content intended to attract children under 18 years of age;
(f) Content that disparages us;
(g) Content that mentions or promotes any product or service of a competitor of ours;
(h) Content that discloses any personally identifying information or private information about any person with his or her legally sufficient consent; or
(i) Content that promotes or encourages violence against any government, organization or individual or that provides instruction, information or assistance in causing such violence.
4. Permitted Marketing.
4.1 Requirements for All Marketing.
You agree that you are responsible
for all of the marketing activities you conduct as a Program member,
including but not limited to keyword marketing and email marketing ("Marketing
Activities"), and that you are individually liable for any damages
or losses incurred by your violation of this Agreement and/or any applicable
law, rule or regulation.
You agree that all Marketing
Activities will comply with all applicable laws, rules, and regulations,
policies and guidelines, including those of the United States Federal
Trade Commission governing endorsements and testimonials. You will provide
clear and conspicuous disclosure of your status as a paid PhoneRegistry
affiliate on the home page of Your Site, or, if Your Site includes a
Terms of Service or similar document, within the body of such document
in a separate provision entitled "Disclosure".
You agree and understand that
PhoneRegistry is not a consumer reporting agency as defined under the
Fair Credit Reporting Act ("FCRA"), and the information in our databases
has not been collected in whole or in part for the purpose of furnishing
consumer reports, as defined in the FCRA.
Without limiting the generality of the foregoing requirement, you agree that, in promoting the Links:
(a) You shall not engage in Marketing Activities which advertise or claim that the Site offers (a) information regulated by the FCRA, or (b) medical records, credit reports, driving records, insurance records, birth certificates, marriage certificates, death certificates, or divorce certificates;
(b) You shall not engage in
Marketing Activities which advertise or offer information that may be
used to (i) establish an individual’s legibility for personal credit
or insurance; (ii) assess risks associated with existing consumer credit
obligations; or (iii) evaluate an individual for employment, promotion,
reassignment or retention (including employment of household workers
such a nannies, housekeepers, or contractors) or in conjunction with
assessing the merits of entering into any other personal business transaction
with another individual ("Unacceptable Claims").
(c) You will not engage in Marketing Activities that we deem, in our sole discretion, to be inappropriate;
(d) You will not engage in Marketing Activities that advertise or offer searches or reports on a free or no charge basis;
(e) You will not engage in
Marketing Activities that advertise or offer unlimited searches or reports,
except in connection with searches or records offered in the "unlimited"
section of the Member’s area of the Site.
(f) You will not use pop-up or pop-under advertisements;
(g) You will clearly and conspicuously include, without modification, all terms and conditions that we instruct you to include;
(h) You will not engage in Marketing Activities that advertise, offer or promise rebates, coupons, vouchers or other consideration in connection with purchases from us; and
(i) You will not promote the Links by using the names, trademarks and/or logos of our competitors.
You further agree that we may,
at any time and in our sole discretion, demand that you promptly and
permanently remove or revise any claim, copy, creative, search listing
or other promotional material, or cease any or all Marketing Activities,
that we deem inappropriate for any reason.
4.2 Additional Requirements for Keyword Marketing.
When promoting the Links on Your Site via external paid search engines, you must follow these guidelines:
(a) The phrase ‘Affiliate
Site.’ must be included, exactly as it appears here, at the end of
each keyword submission, so that users will be aware that they are accessing
our website through Your Site;
(b) You must not give the impression that you are us or that you represent us through the use of phrases such as ‘Official Site’; and
(c) You will not use the names or trademarks of our competitors.
4.3 Additional Requirements for Email Marketing.
You will fully comply with the email marketing and privacy laws, rules and regulations of any jurisdiction into which you transmit email promoting the Links on Your Site. When promoting the Links on Your Site through email marketing sent to residents of the U.S., you will fully comply with the federal Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, all rules and official guidance promulgated by the Federal Trade Commission ("FTC") pursuant to the Act, the Federal Communication Commission’s rules and orders regulating the transmission of commercial email to wireless devices and all other applicable federal, state and local laws and regulations (collectively, for purposes of this Section 4.3, the "CAN SPAM Act"). In addition, without limiting the foregoing, you agree that you will comply with the following requirements:
(a) Address List.
a. You will take commercially reasonable efforts to ensure, prior to a campaign promoting the Links, that your email list ("Email List") has been filtered to remove duplicate address, undeliverable or otherwise "bounced" addresses and those that appear to be invalid.
a. You may not promote the Links in emails sent through open proxies, from email or Internet Protocol ("IP") addresses registered through fraud or false pretenses, or to persons whose addresses were gathered in any automated process, harvesting or screen scraping, or through any means in violation of an Internet Service Provider’s ("ISP") policies, or as the result of randomly generated combinations of characters.
b. You must include complete and accurate transmission and header information in each email, as well as a "from" line that accurately identifies you as the initiator of the message.
c. Upon our request, you will promptly provide a full list of domain names, routing information and IP addresses that will be, are being or were used to send emails promoting the Links. In addition, upon our request, you will promptly provide an explanation of the transparency of the return domain names, the List Owners’ contact information and all other information that permits email recipients to identify senders. If at any time your and/or List Owners’ IP addresses or domain names are mass-blocked or blacklisted, you will inform us immediately.
a. You must obtain our written approval of your proposed campaign and email message (including the subject and from lines) at least three (3) business days in advance of the proposed mailing. Please send all approval requests to "firstname.lastname@example.org" Each message must be truthful, not misleading and capable of substantiation.
b. The subject line must accurately reflect the content of the message.
c. You must clearly disclose that each email is an advertisement.
d. You must clearly and conspicuously state your true name and valid postal address in the body of the email.
(d) Opt-Out Mechanism and Compliance.
a. You must include the following
disclosure in a clear and conspicuous location in each email message:
"To unsubscribe from this advertiser’s email list, please click
b. If you receive a request from an email recipient that he or she receive no further email promoting our sites, products or services, then you must not send that person any such email, and you must relay the opt-out request to us within two (2) business days of receiving it. Please send all requests to "email@example.com"
c. You must purge from the Email Lists that you use to promote the Links, regardless of the list source, any email addresses that we provide for purging (the "List"). You will conduct such purges at the last possible, commercially reasonable moment, but not more than twenty-four (24) hours before each list is sent an email promoting the Links.
d. You will not (and will not allow others to) sell, remarket or use the List or the email address of any person who has opted out for any reason other than to comply with this Agreement and the law.
(e) Other Requirements.
a. Upon our request, you will promptly identify, in writing, any measures you have taken to comply with service providers’ email policies.
b. You agree that you are an "initiator," as that term is defined in the CAN SPAM Act, of messages advertising the Links.
(f) Monitoring: By Us.
a. You acknowledge and agree that we may, in our discretion, monitor your emailing activities under this Agreement. Without limitation, we may do so through the use of a third-party monitoring service.
(g) Monitoring: By You.
a. You agree that you will implement reasonable procedures to ensure, on an ongoing basis, that your unsubscribe capabilities function in accordance with the requirements of the CAN SPAM Act. Without limiting the foregoing, this means that you will, at a minimum, do the following:
i. Establish email accounts with at least five (5) major private email account providers, including Hotmail, Yahoo, AOL, Lycos and Google, and add such addresses to the lists to which you transmit email promoting the Links;
ii. For each such address, use the unsubscribe mechanism contained in the email to opt out of future emails; and
iii. Repeat this procedure on a regular basis, at least once every two (2) weeks for the term of this Agreement.
b. If, at any time, your monitoring reveals that your unsubscribe procedures are not functioning as required by the CAN SPAM Act or the terms of this Agreement, you will immediately notify us and take immediate steps to remedy the problem(s).
(h) Termination. In addition
to the termination provisions contained in Section 12 of this Agreement,
if you violate any of the provisions of this Section 4.3, you will be
subject to immediate termination, including the forfeiture of any referral
fees earned but not yet paid, as well as possible legal action, including
but not limited to reporting to the proper authorities.
5. Limited License to Use the Links.
We hereby grant to you a limited,
nonexclusive, revocable license to display the Links on Your Site and
in email messages sent pursuant to the terms of this Agreement, solely
as necessary for, and for the purpose of, promoting the products associated
with the Links and identifying you as a participant in the Program.
We reserve all proprietary rights in and to the Links not expressly
granted herein. You acknowledge that all use of the Links by you inures
solely to the benefit of us and that you do not acquire any rights in
the Links as a result of such use. You will remove any outdated Links
immediately upon our request. You may not sublicense, assign or transfer
your license, and any attempt at such sublicense, assignment or transfer
is void. We may revoke this license at any time by giving you written
notice, and you agree upon receipt of such notice to immediately cease
using all Links.
6. Referral Fees and Payments.
Referral fees are paid for
qualified purchases generated from the Links on Your Site. Referral
fees are as set forth on the Site. We reserve the right to change the
referral fees at any time, without prior notice or liability to you.
Earning and payment terms are set forth in the RevenueWire terms and conditions,
which are available at http://www.affiliate-wire.com/legal/index.html.
7. Policies and Pricing.
Customers purchasing our products
through the Program will be deemed our customers. All rules, policies,
terms, conditions and procedures concerning customer orders, customer
service and our product sales will apply to those customers. We may
change our policies and procedures, including pricing, at any time.
We, at our sole discretion, will determine the prices to be charged
for products sold under the Program in accordance with its own pricing
policies. Prices and availability of our products may vary from time
to time. We will use commercially reasonable efforts to present accurate
information, but we cannot guarantee the availability or price of any
8. Electronic Notices.
By participating in the Program,
you agree to receive electronic communications from us. You agree that
any notice or other communication that we send you electronically will
satisfy any legal communication requirements, including that such communications
be in writing.
9. Modification of This Agreement.
We may modify this Agreement
at any time by posting a notice or a new Agreement on the Site, but
such new Agreement will be effective no sooner than thirty (30) days
after such notice or new Agreement is posted. YOUR SOLE REMEDY AND RECOURSE
IN THE EVENT ANY SUCH MODIFICATION IS UNACCEPTABLE TO YOU IS TO TERMINATE
THIS AGREEMENT, PROVIDED THAT WE WILL PAY TO YOU ALL AMOUNTS DUE TO
YOU PRIOR TO YOUR TERMINATION. Such termination by you in the event
of a modification will be effective immediately upon our receipt of
notice thereof. Your continued participation in the Program after such
thirty (30) day period has passed will constitute your acceptance of
You may not announce your use
of the Links on Your Site unless you first receive our written approval
of such announcement. We may announce your use of the Links on Your
Site in our sole discretion.
11. U.S. Export Controls.
Any software available on the
Site is subject to U.S. export controls. No software may be downloaded
from the Site or otherwise exported or re-exported in violation of U.S.
12. Term and Termination.
This Agreement will be effective
on the date we accept the Application and will continue until either
party terminates this Agreement as set forth herein (the "Term").
You may terminate this Agreement by ceasing to promote our sites, products
and services. We may terminate this Agreement immediately, or restrict
your participation in the Program, without notice or liability to you,
in the event that you breach this Agreement. In such event, you will
forfeit all amounts earned by you and not yet paid prior to termination.
We also reserve the right to modify or discontinue any part of the Program
at any time.
13. Limitation of Liability; Disclaimer; Indemnification.
This Section 13 will survive
the termination or expiration of this Agreement.
UNDER NO CIRCUMSTANCES WILL
EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING IN CONNECTION
WITH THIS AGREEMENT (COLLECTIVELY, "DISCLAIMED DAMAGES"); PROVIDED
THAT YOU WILL REMAIN LIABLE TO US TO THE EXTENT ANY DISCLAIMED DAMAGES
ARE CLAIMED BY A THIRD PARTY AND ARE SUBJECT TO INDEMNIFICATION PURSUANT
TO THIS AGREEMENT. IN NO EVENT WILL OUR LIABILITY IN CONNECTION WITH
THIS AGREEMENT FOR DAMAGES NOT EXCLUDED IN THE IMMEDIATELY PRECEDING
SENTENCE EXCEED THE AMOUNT PAID OR PAYABLE BY US TO YOU UNDER THIS AGREEMENT.
13.2 No Additional Warranties.
THE PROGRAM, OUR WEBSITES AND
THE LINKS ARE PROVIDED "AS IS" AND "AS AVAILABLE." EXCEPT AS
EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES, AND EACH
PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM
COURSE OF DEALING OR COURSE OF PERFORMANCE.
You agree to defend, indemnify
and hold harmless us, our related companies, and each such company’s
respective officers, directors, employees and agents from and against
any claim, loss, damage, expense or cost, including reasonable attorneys’
fees and costs, arising, directly or indirectly, in whole or in part,
out of any claim, demand, action, suit, investigation, arbitration or
other proceeding by a third party based on or in connection with: (i)
your breach of any covenant, duty, representation or warranty contained
in this Agreement; (ii) Your Site; (iii) your Marketing Activities,
including but not limited to any Unacceptable Claims and any other covenant,
representation or warranty made by you regarding our website(s) or our
products or services; and (iv) your Email List.
14.1 Applicable Law; Jurisdiction.
This Agreement will be governed
by and construed in accordance with the laws of the Commonwealth of
Massachusetts, excluding its conflict of law provisions. You agree to
submit to the exclusive jurisdiction of the federal and state courts
of the Commonwealth of Massachusetts.
Any dispute concerning the
Program or this Agreement shall be settled by binding arbitration in
Boston, Massachusetts, in accordance with the Commercial Arbitration
Rules of the American Arbitration Association. Judgment upon the award
made by the Arbitrator(s) may be entered in any court having jurisdiction
thereof. You acknowledge that agreeing to such binding arbitration constitutes
a waiver of your right to a jury trial and that this agreement to arbitrate
is voluntary and not legally required. If any arbitration or legal action
or similar proceeding is instituted by either party concerning the payment
of our fees or costs advanced hereunder, the prevailing party shall
be entitled to collect its reasonable attorneys’ fees in addition
to any other relief the party may obtain.
Neither party will be liable
for or be considered in breach of this Agreement on account of any delay
or failure to perform as a result of any causes or conditions which
are beyond such party’s reasonable control and which such party is
unable to overcome by the exercise of reasonable diligence.
14.4 No Waiver.
Our failure to enforce any
provision of this Agreement will not constitute a waiver of that or
any other provision.
If any provision of this Agreement
is held to be invalid or unenforceable, such provision shall be struck,
and the remaining provisions shall be enforced.
You will not assign this Agreement or your participation in the Program without our prior written consent
14.7 Relationship of Parties.
You and we are independent
contractors, and nothing in this Agreement will create any partnership,
joint venture, agency, franchise, sales representative or employment
relationship between us. You will: (a) have no authority to make or
accept any offers or representations on our behalf; and (b) not make
any statement, whether on Your Site or otherwise, that reasonably would
contradict anything in this Section.
You acknowledge that you have
read this Agreement, that you understand it and that you fully and unconditionally
agree to it. 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 and that we and our affiliates may operate websites
that compete with Your Site.