Terms & Conditions

AFFILIATE AGREEMENT
Welcome to the AffiliateCrew Affiliate Network. You have indicated your desire to act as an affiliate to CurbYourCravings.com ("Merchant") in directing your Internet visitor traffic to Merchant's Website: CurbYourCravings.com. Merchant desires that you serve as one of its affiliates, subject to your qualification and acceptance of the following terms and conditions, which may be updated or modified by us from time to time.

This Affiliate Agreement (the "Agreement") sets forth the terms and conditions between AffiliateCrew Inc. ("AffiliateCrew"), and you, as an affiliate ("you"). AffiliateCrew is an application service provider that facilitates an "Affiliate Marketing Network" by providing the Merchant certain services via the Internet ("Network Service"). This Affiliate Marketing Network (the "Network") is where a person, entity, publisher or its agent ("Affiliate") operating one or more Internet websites and/or subscription e-mail lists ("Affiliate Websites") may earn financial compensation ("Commissions") through sales, leads and/or clicks ("Leads") made from the Affiliate Website through an Internet connection (a "Link") to a website operated by the Merchant (the "Merchant Website"). BY SUBMITTING YOUR APPLICATION TO BECOME AN AFFILIATE, YOU AFFIRM THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND COMPLY WITH THIS AFFILIATE AGREEMENT.

In consideration of the mutual promises and covenants contained herein, and other valuable consideration, AffiliateCrew and you agree as follows:

1. Services of Affiliate.
By accepting this Agreement, you are agreeing to serve as an Affiliate to the Merchant by providing a Link between your Affiliate Websites and the Merchant Website and by encouraging Visitors to visit the Merchant Website and generate Leads, and AffiliateCrew is agreeing to pay you commissions for those Leads, all subject to the further terms and conditions set forth below.
2. General Enrollment Information
1. You must read the terms and conditions of this Agreement and check the "I accept" option in the membership registration form to indicate your acceptance of the terms and conditions of this Agreement before you may proceed with participating in the Network.
2. You understand and agree that your membership as an Affiliate is conditioned upon your continued adherence to the terms and conditions of this Agreement. Failure to follow these terms and conditions constitutes grounds for your immediate termination as an Affiliate without further notice at AffiliateCrew's sole discretion.
3. Be advised that AffiliateCrew may change, suspend or discontinue any aspect of the Network at any time, including the availability of any service feature, links, sponsor database, or site content. The Network may be interrupted from time to time, and may not always be virus or error-free. AffiliateCrew reserves the right in its sole discretion to periodically monitor an Affiliate's use of the Network at any time without notice for the purpose of determining compliance with this Agreement and may randomly request that an Affiliate provide proof in order to verify the accuracy of the account information provided by you at the time of registration.
4. You must provide AffiliateCrew with accurate, complete and updated registration information, including accurate name, address and email address. You may not activate more than one Affiliate account; (ii) select or use a username of another person with the intent to impersonate that person; (iii) use a name subject to rights of another person without authorization from that person; or (iv) use false names or addresses to activate an Affiliate account.
3. Affiliate Qualifications.
1. In order for you to obtain and maintain the right to participate in the Network, you must always meet the following requirements. AffiliateCrew reserves the right to terminate you membership if you fail to comply with these requirements.
• You must be 18 years of age;
• Your site must be available in English;
• You must have an active website or e-mail newsletter to be accepted into the Network;
• You may not place a frame around the Merchant Website or AffiliateCrew.com Network Website, ;
• AffiliateCrew does not allow affiliates to incentivize any of our offers. Your site must not be 'point, lottery, or rewards' based encouraging users to click on our advertiser banners or use our advertisers to generate revenue for users to win points, get rewards, or other incentives unless expressly approved in writing from AffiliateCrew.
2. In order to become an Affiliate in the Network, you must agree not to:
• Mislead others
• engage in spamming, indiscriminate advertising or unsolicited commercial email, spyware, advertising supported software (adware), scumware or similar practices involving cookie manipulation;
• Host content that infringes any intellectual property rights of others;
• Host content that is harmful, violent, vulgar, distasteful, obscene or otherwise objectionable or that may be hateful or offensive on racial, ethnic, sexual or any other grounds;
• Host content that is defamatory, libelous, abusive or invades another person's privacy or proprietary rights;
• Host content that harm minors in any way, or that make contacts or requests of any sort to minors and or encourage interactions with minors of a sexual or harmful nature;
• Host content that promotes adult services, such as phone sex or escort services;
• Host content that promotes investment or money-making opportunities or advice not permitted under law, illegal substances or activities like how to build a bomb, counterfeit money, etc., online gambling, software pirating (e.g. Warez), spoofing, redirecting, or trafficking from adult related websites in an effort to gain traffic, hacking or phreaking, any illegal activity whatsoever, or any questionable or controversial subject matter.
3. In order to remain an Affiliate in the Network you further agree not to deliver or cause any other entity to deliver, pop-up advertisements, pop-under advertisements or other contextual advertisements (including embedded hypertext links) to internet users while viewing, or as a result of viewing the websites listed on Schedule A attached hereto and incorporated by reference herein (the “Prohibited Websites”), and by such delivery:
   • Altering or modifying, or causing any other entity to alter or modify, any copy of the Prohibited Websites in any way, including their appearance to the user or how they are displayed to the user;
   • Infringing or causing any other entity to infringe, any person’s or entity’s copyrights in the Prohibited Websites, or any trademark and/or service mark rights as used on the Prohibited Websites;
   • Making any designations of origin, descriptions, representations or suggestions that the owners or operators of the Prohibited Websites ar the source, sponsor, or in any way affiliated with Merchant’s products or services;
   • Acting in any manner which causes Merchant’s products, services, website, or advertisements to be in any way associated with the owners or operators of the Prohibited Websites products, services, or websites, including but not limited to any means of marketing, advertising, or agreement with third parties likely to induce the belief that Merchant or the Merchant Website, advertisements, products or services are in any way associated, connected, or affiliated with, or licensed or authorized by the owners or operators of the Prohibited Websites;
   • Using any of the Prohibited Websites or any trademark owned by an owner or operator of the Prohibited Websites as a trigger for the delivery of advertisements; or
   • Acting, or causing another entity to act, in any manner likely to dilute, tarnish, or blur the distinctiveness of the trademarks of the owners and operators of the Prohibited Websites.
4. Modifications. The parties agree to conduct transactions related to this Agreement via electronic means. AffiliateCrew reserves the right to modify the Agreement at any time in its sole discretion and you are bound by such modifications. Modifications may include, but are not limited to, changes in the scope of available monetary compensation, compensation schedules, payment procedures, and Network rules. AffiliateCrew agrees to provide a notice of modified terms and conditions, by posting a notice on the AffiliateCrew's Network website (the "Network Website") and directing a notice to Affiliate by email. Both parties must send all notices relating to this Agreement via e-mail with the subject line of "IMPORTANT LEGAL NOTICE" to: (a) in the case of notice to AffiliateCrew, [affiliateprogram@affiliatecrew.com], and (b) in the case of notice to you, at the e-mail address listed on your account. Any notice shall be deemed effective upon the logging by sender's server of delivery confirmation. Your continued participation in the Affiliate Network and use of the Network Website following the effective date of the modification shall be considered your binding acceptance of the Agreement, as modified.
5. Privacy Policy.
AffiliateCrew's Privacy Policy is set forth on the Network Website, and is incorporated by reference into this Agreement. All Affiliates must have a privacy policy similar in substance to AffiliateCrew's Privacy Policy.
6. Links and Creative.
Any Link placed on your website must be done through AffiliateCrew's graphics and in such a way that it is not misleading to any visitor. An example of a misleading Link is one that says, "You will win $5,000." Making misleading statements near the AffiliateCrew graphic requesting that your visitors "click" on the banner is not allowed. You can only use banners and approved text; any other use of link and sign up processes without the written approval of AffiliateCrew will result in the loss of all Leads accrued for you. AffiliateCrew may require on certain advertising campaigns that all Leads be double opted-in in order to be valid. This requires that each Lead receive and respond positively to an e-mail confirmation from the Merchant prior to being deemed valid. When so required, any Leads that do not double opt-in will not be subject to the Commission payment. You may not place Links to the Merchant Website in newsgroups, message boards, unsolicited e-mail or other types of spam, predatory-type pop-up messages, banner networks or through similar Internet resources. You must place Links to the Merchant Website such that they are unlikely to mislead the visitor, and such that they are reasonably likely to deliver bona fide transactions by the visitor to the Merchant Website through the Link. You may not cause or enable any transactions to be made that are not in good faith, including, but not limited to, by means of any device, program, robot, Iframes, hidden frames, JavaScript popup windows, redirects or other method that collects data from visitors and submits such data automatically or artificially inflates the number of Leads or overstates a visitor's interest in an advertising campaign.. You may not establish or cause to be established any promotion that provides any rewards, points or compensation for transactions, or that allows third parties ("Sub-Affiliates") to place Links to the Merchant Website on the Sub-Affiliate's website or in its e-mails, unless permitted by the Affiliate Program or unless you receive prior written permission.
7. Email Solicitations
All E-Mail Solicitations Must Originate From "Opt-In" Or "Negative Opt-In" Sources Only, And Requires A Viable "Opt-Out" Option Through A Link For Consumers Wishing Not To Receive Further Advertisements, Solicitations, Or Communications From Publisher. (A Negative Opt-In Refers To User Acceptance Of A Clearly Visible Pre-Checked Opt-In Choice). Publisher Will Remove Any E-Mail Record From Mailing List For Which Publisher Cannot Identify The Date And Website From Which The User Opted-In Or Accepted A Negative Opt-In To Receive E-Mail Offers. A Seed List For Testing Must Be Sent To Rstevenson@Affiliatecrew.Com For Approval.
Email Compliance Rules
The Following Rules Apply To Affiliatecrew Affiliates With Respect To (A) Email That Contains Affiliatecrew Served And/Or Tracked Links, (B) Email That Directs Recipient To An Affiliatecrew Served And/Or Tracked Link, (C) Email Sent To Affiliatecrew And/Or Other Members Of The Affiliatecrew Affiliate Network:
• No Misleading Headers Or Other Masking Of Email Origin - An Email May Not Include Falsification Of Header Information, False Registrations For Email Accounts Or Ip Addresses Used In Connection With Email Ads, And Retransmissions Of An Email Ad For The Purpose Of Concealing Its Origin. A Subject Heading Of The Message Likely Would Mislead A Reasonable Recipient As To The Contents Or Subject Matter Of The Message.
• Email Ads Must Contain Clear Identification - Messages Containing Advertisements Or Solicitations Must Identify Itself As Such, And Do So By "Clear And Conspicuous" Means. Further, The Sender Must Identify Itself As The Initiator And Sender Of The Email Including Company Name, Email And Physical Address And Phone Number. As A Member Of The Affiliatecrew Affiliate Network, Affiliates Agree To Comply With All Laws. Accordingly, Affiliatecrew And Its Affiliates Are Not Procuring Or Inducing Any Other Customer Or Third Party To Promote Or Allow The Promotion Of Affiliatecrew Or One Of Its Customers In Violation Of The Act. Neither Affiliatecrew Nor The Person, Whose Goods Or Services Are Contained In A Link Served By Affiliatecrew, Whether Such Link Is In An Email Or The Email Recipient Is Directed To Such Link, Shall Be Considered To Have Initiated Such An Email Or To Have Been The Sender Of Such An Email.
• Effective Method Of Opt Out Of Future Mailings - Senders Of Emails Covered By The Act Must Give Recipients An Effective Means Of Requesting Not To Receive Future Email Ads From That Sender. Effective Means Include: (A) Giving The Recipient The Ability To Send A Reply Message Or Other "Internet-Based Communication" (Such As A Link To A Web Site Where The Recipient Registers It Opting) Enabling The Recipient To Opt Out Of Future Emails From The Sender, (B) Keeping The Opt Out Means Used Viable For At Least 30 Days After The Original Message Is Sent And, (C) Ceasing Transmission Of Email Ads To That Recipient No Later Than 10 Business Days After Receipt Of An Opt Out Request.
• No Sale Or Transfer Of Opted Out Email Addresses - Email Senders, Or Any Other Person Who Is Aware Of An Opt Out Request, Are Generally Prohibited From Selling Or Otherwise Transferring Email Addresses Of Persons Who Have Opted Out.
• No Sexually Oriented Material In Email Messages - Emails That Contain Sexually Oriented Material May Not Include An Affiliatecrew Served And/Or Tracked Link Or Direct The Recipient To An Affiliatecrew Served And/Or Tracked Link.
• No Random Generation Of Email Addresses - You Are Responsible For Knowing The Source Of Your Email List. No List And Emailings May Contain Email Addresses Obtained By The Use Of A Program For Random Generation Of Email Addresses, And/Or "Scraping" Web Sites Or Online Services.
• No Invalid Email Account Generation - Senders May Not Use Scripts Or Other Automated Means To Register For Multiple Email Accounts Or Online User Accounts From Which To Transmit Emails.
• No Unlawful Retransmission Of Emails - Senders Are Prohibited From Relaying Or Retransmitting Emails From A Computer Or Computer Network That Was Accessed Without Authorization.
8. Commission Payments and Rates
1. Merchant will establish through the Network a Commission rate for a qualifying visitor Lead (e.g. a click, sale or lead) for each of that Merchants' campaigns. Your account will be credited with each Commission in accordance with the Commission rate for the relevant campaign for each such visitor action directly resulting from your promotions on your Affiliate Website Linking to the Merchant Website. A Merchant may discontinue campaigns or its Affiliate Program, or decrease any Commission rate upon 15 days written notice with effect from the 16th day from such notice. AffiliateCrew will send all Affiliates notice regarding each change in a Merchant's Commission rate or campaign or Affiliate Program discontinuation. If a Merchant's campaign is a sale or lead Campaign, and the visitor does not complete the transaction on the initial click, the Merchant will be obligated for a Commission for any sale to or lead by such visitor that occurs within one year of the last time that the visitor clicked on one of your Links.
2. AffiliateCrew pays its Affiliate sites on a monthly basis. AffiliateCrew will process and send your payment within 60 days from the end of the month in which the Commissions were accrued.
NOTWITHSTANDING THE ABOVE, IN THE EVENT THAT MERCHANT DOES NOT PROVIDE AFFILIATECREW SUFFICIENT FUNDS TO PAY THE COMMISSIONS, AFFILIATECREW SHALL NOT IN ANY WAY MANNER WHATSOEVER BE RESPONSIBLE FOR SUCH PAYMENTS DUE TO YOU. RATHER, YOU WILL ONLY HAVE A CLAIM AGAINST MERCHANT, AND YOU HEREBY AGREE TO HOLD AFFILIATECREW HARMLESS FOR ANY NON-PAYMENT OF COMMISSIONS RESULTING FROM MERCHANT'S FAILURE TO MAKE PAYMENT TO AFFILIATECREW. Merchant has accepted primary responsibility to you for the payment of Commissions under its Merchant Agreement with AffiliateCrew, and has acknowledged that the Affiliates are third-party beneficiaries under that agreement with full rights to bring claims for non-payment of the Commissions. Unless otherwise stated, AffiliateCrew shall use reasonable efforts to collect the payment; however, AffiliateCrew is not obligated or required to bring any lawsuit or engage any collection services to collect the same. Any and all reasonable disbursements made in conjunction with collection activities shall be reimbursed by you to AffiliateCrew, who will in turn allocate them to you in the amount of your Commission and, to the extent additional funds are available, to your reasonable costs of collection. In the event that Merchant has not made payment within 60 days after the transaction date, AffiliateCrew will so notify you in writing.
9. Chargebacks.
A Merchant may request that AffiliateCrew, or AffiliateCrew may on its own initiative, debit your Account with an amount equal to a Commission previously credited to Your account promoting a Merchant offer, in circumstances of a: product return; duplicate entry or other clear error; non-bona fide sale, lead or click; or, with respect to a sale, non-receipt of payment from, or refund of payment to, the Visitor by a Merchant ("Chargeback"). Chargebacks may be requested by a Merchant up to and including the 40th day after the end of the month in which the Commission was earned ("Chargeback Period"). A requested Chargeback will be applied only if, AffiliateCrew is able to verify that the Commission qualifies as a Chargeback
10. Reporting.
AffiliateCrew will track all unique clicks and conversions from any specific campaign and provide you with access to that information on the Network Website. In order for AffiliateCrew to record the tracking of Visitors' transactions resulting from clicks on Links for any specific Merchant from an Affiliate Website, a transaction tracking code will be included in and maintained within the Merchant Website via banners, buttons or text links provided by the Network which contain the Affiliate's unique identification code. This code will enable us to provide you with accurate reporting. 10. License. Participation in the program grants Affiliate a limited, non-exclusive license to use AffiliateCrew-specified copyrighted material only if the Affiliate complies with the guidelines in this Affiliate Agreement. Any other use of these materials is strictly forbidden and may result in this limited license being immediately withdrawn and may further result in the Affiliate being held liable under applicable law
11. Ownership Of Copyrights, Trademarks And Other Intellectual Property
1. You acknowledge and agree that AffiliateCrew owns all U.S. and international copyright and all other intellectual property rights to the AffiliateCrew.com Website and the Network Website and all materials provided on such sites, unless otherwise expressly indicated. All rights are reserved by AffiliateCrew. "AffiliateCrew" is a service mark of AffiliateCrew, Inc. AffiliateCrew hereby grants you a non-exclusive, non-transferable, non-sublicenseable license to use the logo, trademarks, trade names, or service marks (here in collectively referred to as "Marks") of AffiliateCrew solely in connection with the promotion and sale of AffiliateCrew services and programs through your Website and e-mail promotions. You hereby acknowledges that AffiliateCrew's Marks are the sole property of AffiliateCrew.
2. Other than the license granted herein, nothing herein shall be construed to grant you any right, title or interest in or to AffiliateCrew's Marks. AffiliateCrew reserves the right to approve the form and placement of AffiliateCrew's Marks on your Website, e-mails, or any materials designed to promote AffiliateCrew's services and programs, such approval not be unreasonably withheld or delayed. AffiliateCrew may require you to suspend its use of AffiliateCrew's Marks in the event that AffiliateCrew determines in its sole discretion that such use is misleading or inappropriate or fails to comply with AffiliateCrew's policies regarding the use of its intellectual property.
3. You as an Affiliate in the Affiliate Network hereby grants to AffiliateCrew a non-exclusive, non-transferable, non-sublicenseable license to use your logo, trademarks, trade names, or service marks solely in connection with the promotion of the Affiliate Network. AffiliateCrew acknowledges that your Marks are solely your property.
4. Other than the license granted herein, nothing herein shall be construed to grant AffiliateCrew any right, title or interest in or to your Marks. AffiliateCrew further acknowledges your right to approve the form and placement of your Marks on the AffiliateCrew or Network Website, such approval not be unreasonably withheld or delayed. You may require AffiliateCrew to suspend its use of your Marks in the event that You determine at Your sole discretion that such use is misleading or inappropriate or fails to comply with Your policies regarding the use of Your intellectual property.
12. Term and Termination.
This Agreement shall commence when accepted by AffiliateCrew and will be automatically renewed monthly. It may be terminated by either party at any time by notification in writing or via email. Upon termination of this Agreement, any outstanding debit balance shall be paid by you to AffiliateCrew within 30 days of the date of AffiliateCrew's invoice, and an outstanding credit balance shall be paid by AffiliateCrew to you within 30 days of termination of this Agreement, subject to pending Chargebacks. Upon termination of this Agreement, any license or sublicense granted to you or by you under this Agreement will terminate, and the licensee/sub-licensee must immediately destroy or delete all physical and electronic copies of the intellectual property and the confidential information, and cause all Links to AffiliateCrew and/or the Merchant Website to be removed. Except as provided herein, no remedy or election shall be exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity
13. DISCLAIMER OF WARRANTIES.
YOU EXPRESSLY AGREE THAT USE OF ANY AFFILIATECREW WEBSITE AND THE AFFILIATE PROGRAM IS AT YOUR SOLE RISK. THE AFFILIATE PROGRAM IS PROVIDED ON AN "AS IS" BASIS. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, AFFILIATECREW EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED BY LAW, CUSTOM OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, INFORMATIONAL CONTENT, ACCURACY, AND SYSTEM INTEGRATION. AFFILIATECREW SPECIFICALLY DISCLAIMS ANY WARRANTY (A) THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; (B) THAT DEFECTS WILL BE CORRECTED; (C) THAT THE SECURITY METHODS EMPLOYED WILL BE REASONABLE UNDER EXISTING INDUSTRY STANDARDS; OR (E) REGARDING CORRECTNESS, ACCURACY OR RELIABILITY. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO AFFILIATE.
14. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, NEITHER AFFILIATECREW NOR ANY OF ITS MEMBERS, MERCHANTS, SUBSIDIARIES, AFFILIATES, SERVICE PROVIDERS, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, RESULTING FROM THE USE OR THE INABILITY TO USE THE AFFILIATE PROGRAM, FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, RESULTING FROM ANY COSTS INCURRED BY AN AFFILIATE IN ATTEMPTING TO PROMOTE MERCHANTS IN THE AFFILIATE NETWORK, RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH ANY AFFILIATECREW OR MERCHANT WEBSITE OR THE AFFILIATE PROGRAM OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNLESS PROHIBITED BY LAW IN YOUR COUNTRY OR JURISDICTION, IF YOU ARE DISSATISFIED WITH AFFILIATECREW, ITS SERVICES OR PROMOTIONS AVAILABLE THROUGH THE AFFILIATE PROGRAM, YOUR SOLE AND EXCLUSIVE REMEDY IS TO CANCEL YOUR MEMBERSHIP. NOTWITHSTANDING THE FOREGOING, TO THE EXTENT PERMITTED BY APPLICABLE LAW, OUR LIABILITY TO YOU OR ANY OTHER PARTY IN ANY CIRCUMSTANCE IS LIMITED TO THE AMOUNT PAYABLE TO YOU BY AFFILIATECREW DURING THE TERM OF THIS AGREEMENT.
15. INDEMNIFICATION.
AFFILIATE SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS AFFILIATECREW, , AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SHAREHOLDERS, PARTNERS, MEMBERS, AND OTHER OWNERS, FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, DEMANDS, LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, JUDGMENTS, SETTLEMENTS, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND INVESTIGATION COSTS), OR ANY OTHER LIABILITY WHATSOEVER (ANY OR ALL OF THE FOREGOING HEREINAFTER REFERRED TO AS "LOSSES") INSOFAR AS SUCH LOSSES (OR ACTIONS IN RESPECT THEREOF) ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION (I) ANY CLAIM THAT AFFILIATECREW'S USE OF THE LINKS OR AFFILIATE MARKS INFRINGES UPON OR OTHERWISE VIOLATES ANY TRADEMARK, TRADE NAME, SERVICE MARK, LICENSE, OR ANY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY, (II) ANY MISREPRESENTATION OR BREACH OF A REPRESENTATION OR WARRANTY OR BREACH OF A COVENANT OR AGREEMENT MADE BY THE AFFILIATE HEREIN, OR (III) ANY CLAIM RELATED TO THE AFFILIATE OR THE AFFILIATE WEBSITE, INCLUDING, WITHOUT LIMITATION, CONTENT THEREIN THAT IS NOT ATTRIBUTABLE TO AFFILIATECREW.
16. INDEMNIFICATION OF MERCHANT.
AFFILIATE SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS MERCHANT, AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SHAREHOLDERS, PARTNERS, MEMBERS, AND OTHER OWNERS, FROM AND AGAINST ANY AND ALL LOSSES (AS DEFINED IN SECTION 15 ABOVE)INSOFAR AS SUCH LOSSES (OR ACTIONS IN RESPECT THEREOF) ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION (I) ANY CLAIM THAT AFFILIATE HAS BREACHED ANY PROVISION OF SECTION 3(C) OF THIS AGREEMENT, (II) ANY MISREPRESENTATION OR BREACH OF A REPRESENTATION OR WARRANTY OR BREACH OF A COVENANT OR AGREEMENT MADE BY THE AFFILIATE HEREIN, OR (III) ANY CLAIM RELATED TO THE AFFILIATE OR THE AFFILIATE WEBSITE. AFFILIATE AGREES THAT MERCHANT IS A THIRD PARTY BENEFICIARY UNDER THIS AGREEMENT WITH FULL RIGHTS TO BRING CLAIMS AGAINST AFFILIATE UNDER THIS SECTION 16.
17. Force Majeure.
Neither party will be in default or otherwise liable for any delay or failure in its performance under this Agreement where such delay or failure arises by reason of an act of God, or any government or governmental body, acts of war, the elements, strikes or labor disputes, power or system failures, failure of the Internet, computer hacking, or other causes beyond the reasonable control of such party.
18. Governing Law.
This Agreement is governed by the laws of the State of Utah (USA), except for its conflict of law provisions. The exclusive forum for any actions related to this Agreement shall be in the state and federal courts in Salt Lake City, Utah. Affiliate consents to such venue and jurisdiction. The application of the United Nations Convention on the International Sale of Goods is expressly excluded. A party that primarily prevails in an action brought under this Agreement is entitled to recover from the other party its reasonable attorneys fees and costs. AffiliateCrew controls and operates its Website from its offices in the U.S.A. and access or use where illegal is prohibited.
19. Miscellaneous.
1. If any part of this Agreement is held to be unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remainder will remain in full force and effect. The parties shall in good faith attempt to modify any invalidated provision to carry out the stated intentions in this Agreement. This Affiliate Agreement is personal to you. You may not transfer, delegate, or assign this Affiliate Agreement. AffiliateCrew may assign this Affiliate Agreement at its sole discretion.
2. This Agreement constitutes the entire agreement between you and AffiliateCrew in connection with the Affiliate Network and supersedes all prior agreements between the parties regarding the subject matter contained herein.
3. The waiver or failure of any party to exercise any rights under this Agreement shall not be deemed a waiver or other limitation of any other right or any future right. The parties hereto represent that they have carefully read this Affiliate Agreement, understood its terms, and voluntarily indicated agreement to the terms, whether via electronic means, signature or otherwise, as their own free act with the intent to be legally bound thereby. Your use of the Network Service is irrefutable acknowledgement by you that you have read, understood and agreed to each and every term and provision of this Agreement. AffiliateCrew may establish from time to time rules and regulations regarding use of the Network Service as published on the Network Service and are incorporated herein.
4. Except as provided herein, this Agreement may only be altered, amended or modified by an instrument that is assented to by each party to this Agreement by verifiable means, including without limitation by written instrument signed by the parties or through a "click through" acknowledgement of assent.
5. AffiliateCrew has the right to perform periodic checks to assure compliance with this Agreement. If your Website is in violation of this Agreement, it will be considered grounds for immediate termination and forfeitures of moneys due from the date the violation first appeared. AffiliateCrew reserves the right to reduce any payment, at its sole discretion, if the received sign-ups are deemed to be in violation of this Agreement.

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