you wish to participate in our Affiliate program, indicate your agreement to do
so by clicking the "I Agree" button below. Additionally, by accessing
and utilizing any of the Synottip Affiliates' Marketing Tools or accepting of
any reward, bonus or commission whether contained in this agreement or else
where on our web site, you are deemed to have agreed to be bound by all the
terms and conditions set out in this agreement. For purposes of clarity, the
terms "we" and "us" refer to Synottip Affiliates and
"you" and "Member" refers to the other party to the
contract formed by the acceptance of these Terms and Conditions. The term
"Merchant" is defined as any company that has contracted Synottip Affiliates
to promote their Site(s) and or products. The contract provides you with the
non-exclusive right to direct users ("Visitors") from your site or
sites to the Merchant's websites, in return for the payment of commissions and
referral bonuses as specified below.
To enrol please read this Agreement and then submit a complete Synottip Affiliates
Member Account application to us via our Web site. We will evaluate your
application and notify you whether your application was accepted. Your
application will be rejected if we determine, in our sole discretion, that your
site is unsuitable for any reason, including but not limited to, sites that are
under construction, aimed at children, promote sexually explicit materials,
promote violence, promote discrimination based on race, sex, religion,
nationality, disability, sexual orientation, or age, promote illegal
activities, or violate intellectual property rights.
During the term of this arrangement (which shall commence when you indicate
your acceptance in the manner specified above, and shall end when either you or
we notify the other, by email, of the termination of this Agreement), you shall
display a banner or banners provided by Synottip Affiliates on your site (the
"Member site") as a hyperlink to direct Visitors from the Member Site
to the Merchant's Sites, using distinct URLs supplied by Synottip Affiliates
exclusively for linking (the "Supplied Banners").
The Merchant's banners shall be displayed at least as prominently as any other
sales link on the Member site, and if the Member displays or makes accessible
to Visitors descriptive information regarding any vendors whose banners are
displayed on the Member site, the Member shall, subject to Synottip Affiliates'
prior written approval of the content thereof, include similar descriptive
information regarding the Merchant's Site(s).
The relationship specified in this Agreement is non-exclusive for both parties;
therefore, the Member shall be entitled to display the banners of, and provide
links to, sites of other companies through the Member site, and Synottip Affiliates
shall be entitled to make the Merchant's banners available through online and
other services than the Member site.
DELIVERY AND DISPLAY OF BANNERS, COPY, AND PROMOTIONAL MATERIAL
As a Member, you will have access through Synottip Affiliates' site to a
variety of graphic and textual links (each of these links sometimes being
referred to herein as "Links" or, individual, as a "Link".)
Synottip Affiliates and the Merchant hereby grants to the Member the
non-exclusive, non-transferable, non-assignable (except as provided below)
rights, during the term of this Agreement, to use (which shall include the
right to copy, transmit, distribute, display and perform both privately and
Synottip Affiliates' and the Merchant's banners, name, site name, and other
related textual and graphic material are made available by Synottip Affiliates
and/or the Merchant to the Member for the express purpose of inclusion on the
Member's site from time to time (collectively, the "Merchant's
Material") and for the specific purposes authorized above. Synottip Affiliates
and the Merchant authorize the Member to advertise and promote their respective
promotional material. The copywriting of promotions may not be modified nor
misrepresented by the Member.
Synottip Affiliates and the Merchant also authorizes the Member to refer, in
the Member's advertising and promotions, to the fact that the Synottip Affiliates
and Merchant's sites are accessible through the Member site, provided that any
(a) does not include any trademarks, service marks, design marks, symbols
and/or other indicia of origin of Synottip Affiliates or the Merchant other
than Synottip Affiliates or the Merchant's Site(s) name and/or site names in a
non-distinctive typeface (specifically, not the typeface used in the logo
design of any of Synottip Affiliates' or the Merchant's mark);
(b) does not state, suggest, or imply, by the wording or prominence of such
statement or otherwise, that the Merchant sponsors, authorizes, and/or is the
source or origin of the Member site; and (c) does not disparage Synottip Affiliates
or the Merchant, its products, services, or members. All use of the Synottip Affiliates
or Merchant's Materials hereunder shall inure to the benefit of the Merchant
and shall not create any rights, title or interest in them for the Member. No
other use of the Synottip Affiliates or Merchant's names, trademarks, service
marks, design marks, symbols and/or other indicia of origin or other
designations confusingly similar to any of the foregoing may be made by the
Member for any purpose without the prior written approval of Synottip Affiliates
or the Merchant.
As between the Merchant and the Member, the Merchant owns, and shall continue
to own exclusively, all right title and interest (including without limitation,
all rights provided under the law of copyright and trademark) in and to the
Merchant's Materials and all names, trademarks, service marks, design marks,
symbols and/or other indicia of origin therein throughout the world and in
perpetuity, subject to the permissions granted in this Agreement.
MAINTAINING THE LINKS
You agree to fully cooperate with us in order to establish and maintain the
Links between Your Site and the Synottip Affiliates Site or the Merchant's
Site(s). The maintenance and updating of Your Site will be your responsibility.
The graphics and/or text associated with the Links to the Synottip Affiliates
Site or the Merchant's Sites will be updated periodically and it will be
necessary for you to update the content of Your Site accordingly on a regular
basis. Please be aware that we have the right to monitor Your Site at any time
to determine if you are following the terms and conditions of this Agreement
and to notify you of any changes to Your Site that we feel should be made.
COMMUNICATION TO MEMBERS
By signing up to Synottip Affiliates you agree to receive a variety of material
from Synottip Affiliates. If you choose to opt out of our communications Synottip
Affiliates and its Merchants will not be responsible for any damages that may
occur from members opting out of communications.
SPAM - WE DO NOT CONDONE SPAM
Any form of spam will result in your account being closed and all funds due
being withheld. You need to be aware that our Merchants are liable to incur
expenses in dealing with spam generated mail and these same expenses will be
deducted from your account should our Merchant seek recourse. In this instance
the amount determined by the relative Merchant will be fair and deemed final
and acceptable based on good faith and such amount will be collectable by law
and deemed to have been accepted by you as fair and reasonable and as agreed to
by registration as an affiliate of Synottip Affiliates. Should these expenses
not be covered by funds in your account we reserve the right to investigate
other alternative means for obtaining payment including recourse to file a
claim against you for unpaid amounts.
You will not knowingly benefit from known or suspected traffic not generated
using accepted Internet marketing practices whether or not it causes Synottip Affiliates
or the Merchant harm. Should fraudulent activity, knowingly or otherwise, arise
from a person directed to Merchant's site via your link, we retain the right to
retract the commissions paid to you at any time. Our decision in this regard
will be final and no correspondence will be entered into. We reserve the right
to retain all amounts due to you under this Agreement if we have reasonable
cause to believe that such traffic has been caused with your knowledge.
COMMISSION AND REFERRAL BONUS
You shall be entitled to a commission as outlined in the merchantís terms and
conditions. Synottip Affiliates does not process your payments for commissions
this is the responsibility of the merchant.
MEMBER REWARD PROGRAMS
In case there is any reward program active, to participate, you must be an
active Member in good standing with Synottip Affiliates. Members participating
in any reward program agree to be bound by the decisions of Synottip Affiliates,
which will be final and binding in all respects. All interpretations of the
Rules and decisions by Synottip Affiliates are final.
Synottip Affiliates reserves the right to terminate any and all Member Rewards
programs for any reason, including, but not limited to, if for any reason the
Rewards Program is not capable of running as planned or if the administration,
security, fairness, integrity, or proper conduct of the Rewards Program is
corrupted or adversely affected, including by reason of infection by computer
virus, bugs, tampering, unauthorized intervention, fraud, technical failures,
or any other causes beyond Synottip Affiliates' control. Synottip Affiliates
reserves the right to cancel, terminate, modify or withdraw the Reward Program
without prior notice and without liability to the Member.
All taxes, fees, and surcharges, if any, on Rewards are the sole responsibility
of the prize-winner. Acceptance of a prize constitutes permission for Synottip Affiliates
and its advertising and promotional agencies to use the recipients name,
photograph and/or likeness for advertising and promoting and publicizing the
services of Synottip Affiliates in any medium without compensation, unless
otherwise prohibited by law.
Members release and hold harmless Synottip Affiliates and their Merchants and
their respective members, subsidiaries, directors, officers, agents, employees,
and all others associated with the development and execution of the Reward
program from any and all liability with respect to or in any way arising from
the Reward program and the awarding, use or misuse of the prize, including
liability for personal injury or damage to property including any injury or
damage to Member's or any other person's computer.
As used herein, "Confidential Information" shall mean all oral or
written information, of whatever kind and in whatever form, relating to past,
present or future products, software, research, development, inventions, processes,
techniques, designs or other technical information and data, and marketing
plans (including such information of third parties that a party hereto is
obligated to hold as confidential), provided that such information has been
reasonably identified as or could be reasonably considered to be proprietary or
confidential, that either party:
(a) may have received prior to the date of this Agreement, whether directly
from the other or indirectly from third parties; or (b) may receive hereunder
from the other.
Each party agrees that, with respect to its receipt of Confidential Information
of the other party, it shall:
(i) use the same care and discretion to prevent disclosure of such Confidential
Information as it uses with similar Confidential Information of its own that it
does not desire to disclose, but in no event with less than a reasonable degree
(ii) accept such Confidential Information and use such Confidential Information
only for the purposes permitted hereunder; and
(iii) restrict disclosure of Confidential Information solely to those of its
employees and agents who have a need to know and are obligated not to disclose
such Confidential Information to any third parties.
The foregoing restrictions shall not apply to information that:
(a) is or hereafter becomes part of the public domain through no wrongful act,
fault, or negligence on the part of the recipient;
(b) the recipient can reasonably demonstrate is already in its possession and
not subject to an existing agreement of confidentiality;
(c) is received from a third party without restriction and without breach of
(d) was independently developed by the recipient as evidenced by its records;
(e) the recipient is required to disclose pursuant to a valid order of a court
or other governmental body; provided, however, that the recipient shall first
have given notice to the disclosing party and shall give the disclosing party a
reasonable opportunity to interpose an objection or obtain a protective order
requiring that the Confidential Information so disclosed be used only for the
purposes for which the order was issued. The termination of this section 4
shall survive the termination of this Agreement.
The Member acknowledges that Synottip Affiliates does not advocate or endorse
the purchase or the use of any services offered by the Merchant through the
Merchant's sites or through its software, nor does it guarantee the quality,
fitness, or results of any such service or compliance with any law or
regulation. The Merchant represents and warrants that:
(a) The Merchant has the right to enter into this Agreement and to grant the
rights and licenses granted herein; and
(b) The Merchant's software, and the reproduction, distribution, transmission,
public performance and public display of the Merchant's Material in connection
with the Member site, do not:
(i) invade the right of privacy or publicity of any third person; or
(ii) contain any libellous, obscene, indecent or otherwise unlawful material.
The Member represents and warrants that:
a. the Member has the right to enter into this Agreement;
b. the Member site does not, and the reproduction, distribution, transmission,
public performance and public display of the Member Materials as permitted
herein, do not:
(i) invade the right of privacy or publicity of any third person,
(ii) contain any libellous, obscene, indecent or otherwise unlawful material,
(iii) infringe any patent, copyright or trademark right in any jurisdiction;
c. the Member has received no notice of such invasion, violation or
infringement of rights.
TERM AND TERMINATION
The term of this Agreement will begin when you download a banner and link it to
our site or the Merchant's Site(s) and will be continuous unless and until
either party notifies the other in writing that it wishes to terminate the
Agreement, in which case this Agreement may be terminated immediately.
TERMINATION IS AT WILL, FOR ANY REASON, BY EITHER PARTY. For purposes of
notification of termination, delivery via e-mail is considered a written and
immediate form of notification. Upon termination:
††† * You must remove the Synottip Affiliates or Merchant's
banner/s from your site and disable any links from your site to ours and
††† * All rights and licenses given to you in this Agreement
shall immediately terminate.
††† * You will be entitled only to those unpaid referral fees,
if any, earned by you on or prior to the date of termination. You will not be
entitled to referral fees occurring after the date of termination.
††† * If you have failed to fulfil your obligations and
responsibilities, we will not pay you the referral fees otherwise owing to you
††† * We may withhold your final payment for a reasonable time
to ensure that the correct amount is paid.
††† * If we continue to permit activity (generation of revenue)
from customers after termination, this will not constitute a continuation or
renewal of this Agreement or a waiver of termination.
††† * You will return to us any confidential information, and all
copies of it in your possession, custody and control and will cease all uses of
any trade names, trademarks, service marks, logos and other designations of our
††† * You and we will be released from all obligations and
liabilities to each other occurring or arising after the date of such
termination, except with respect to those obligations which by their nature are
designed to survive termination, as set out in this Agreement. Termination will
not relieve you from any liability arising from any breach of this Agreement
which occurred prior to termination.
WE MAY TERMINATE THIS AGREEMENT IF WE DETERMINE (IN OUR SOLE DISCRETION) THAT
YOUR SITE IS UNSUITABLE.
Synottip Affiliates may from time to time review affiliatesí participation in
the program. Synottip Affiliates may choose to cancel an affiliateís
participation in the program, at its absolute discretion, if it reasonably
believes the affiliate to have behaved in such a manner contrary to the terms
or intent of the program.
Unsuitable sites may include those that: are aimed at children, promote
sexually explicit materials, promote violence, promote discrimination based on
race, sex, religion, nationality, disability, sexual orientation, or age,
promote illegal activities, or violate intellectual property rights.
Neither party will be liable to the other party (nor to any person claiming
rights derived from the other party's rights) for incidental, indirect,
consequential, special, punitive or exemplary damages of any kind -- including
lost revenue or profits, loss of business, or loss of data -- arising out of
this Agreement (including without limitation as a result of any breach of any
warranty or other term of this Agreement), regardless of whether the party
liable or allegedly liable was advised, had other reason to know, or in fact
knew of the possibility thereof.
ACKNOWLEDGEMENT OF NO WARRANTY
Except as expressly provided herein, neither party warrants that their
respective websites will perform in the manner expected or without
interruption, error, or defect, or that any revenue to either party will result
from the activities contemplated by this Agreement. Except as expressly set
forth in this agreement, neither party makes any warranties of any kind,
express or implied, including warranties of merchantability or fitness for a
particular purpose or warranties against infringement of any intellectual
property rights not specifically enumerated.
Except as otherwise provided herein, neither Synottip Affiliates nor the Member
may assign this Agreement or any of its rights or delegate any of its duties
under this Agreement, without the prior written consent of the other. Any
purported assignment or delegation without such required consent shall be null
This Agreement, its interpretation, performance or any breach thereof, shall be
construed in accordance with, and all questions with respect thereto shall be
determined by, the internal substantive laws of Canada.
The Member agrees to operate a single Member site with the Merchant's Site(s).
If Synottip Affiliates should discover, using information it deems appropriate
in the circumstances, that the Member is operating more than one Member
account, this Agreement shall terminate and the Member will forfeit all rights
to commissions and referral bonuses. Several sites may be registered to the one
account; however, the placement of any site banner on a new site, under the Synottip
Affiliates Members Program, MUST be reported by the Member and cleared by the Synottip
Affiliates Support Team beforehand, and failure to do so may result in the
termination of the Member's account. The Member will also forfeit all rights to
commissions and referral bonuses.
Synottip Affiliates and the Member are independent contractors under this
Agreement, and nothing herein shall be construed to create a partnership, joint
venture, or agency relationship between Synottip Affiliates and the Member.
Neither party has the authority to enter into Agreements of any kind on behalf
of the other party.
It is the Member's responsibility to declare taxes from their Member's profits,
according to their country's regulations. It is the merchantís responsibility
to pay its members and Synottip Affiliates will not be held responsible for the
actions of its merchants in regards to the payment of its members.
Synottip Affiliates is also not responsible for the way cookies are tracked on
the Merchants site or on the memberís site. The maintenance of the
cookie/tracking code is the responsibility of the Merchant. Synottip Affiliates
is strictly a housing software that displays the results of the tracking for
No waiver of any breach of any provision of this Agreement shall constitute a
waiver of any prior, concurrent or subsequent breach of the same or any other
provisions hereof, and no waiver shall be effective unless made in writing and
signed by an authorized representative of the waiving party.
Synottip Affiliates may modify any of the Terms and Conditions set forth in
or at another site it chooses, and by notifying the Member of the modifications
via email notice. Modifications may include, for example, changes in the scope
of available referral fees, fee schedules, payment procedures and referral
ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE
THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR
POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING
ACCEPTANCE OF THE CHANGE.