AFFILIATE PROGRAM OPERATING AGREEMENT
The terms of this Agreement shall apply to the Affiliate’s participation with https://www.hareerdeals.com ("Affiliate Program"). Each Affiliate Program offer (hereinafter referred to as the "Offer") may be for any offering by Hareer Deals Network or a third party (each such third party a "Client") and may link to a specific web site for that particular Offer ("Program Web Site"). Furthermore, each Offer may have additional terms and conditions on pages within the Affiliate Program and such terms and conditions shall be considered an integral part of this Agreement. By submitting an application or participating in an Offer, the Affiliate expressly consents to all the terms and conditions contained in this Agreement.
1- ENROLMENT IN THE AFFILIATE PROGRAM
1.1- The Affiliate must submit an Affiliate Program application available at the abovementioned website. The Affiliate must accurately complete the application to become an affiliate (and provide Hareer Deals Network with any future updates) and not use any aliases or other means to mask his/her true identity or contact information. After Hareer Deals Network review the Affiliate’s application, Hareer Deals Network will notify the Affiliate of his/her acceptance or rejection to the Affiliate Program, generally within two (2) business days. Hareer Deals Network may accept or reject the Affiliate’s application at Hareer Deals Network’s sole discretion for any reason.
2- HAREER DEALS NETWORK RIGHTS AND OBLIGATIONS
2.1- Subject to Hareer Deals Network’s acceptance of the Affiliate as an affiliate and his/her continued compliance with the terms and conditions of this Agreement, Hareer Deals Network agrees as follows:
2.1.1- Hareer Deals Network will make available to the Affiliate via the Affiliate Program graphic and textual links to the Program Web Site and/or other creative materials (collectively, the "Links") which the Affiliate may display on web sites owned or controlled by him/her, in emails sent by the Affiliate and clearly identified as coming from him/her and in online advertisements (collectively, "Media"). The Links will serve to identify the Affiliate as a member of the Affiliate Program and will establish a link from the Affiliate’s Media to the Program Web Site.
2.1.2- Hareer Deals Network shall pay the Affiliate for each Qualified Action a variable amount based on each individual offer terms and conditions (the "Commission"). A "Qualified Action" means an individual person who (i) accesses the Program Web Site via the Link, and where the Link is the last link to the Program Web Site, (ii) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person, (iii) is not using pre-populated fields (iv) completes all of the information required for such action within the time period allowed by Hareer Deals Network and (v) is not later determined by Hareer Deals Network to be fraudulent, incomplete, unqualified or a duplicate.
2.1.3- Hareer Deals Network will pay the Affiliate any Commissions earned on a monthly basis, provided that his/her account has balance one hundred US dollars ($100). Accounts with a balance of less than one hundred US dollars ($100) will roll over to the following month, and will continue to roll over monthly until one hundred US dollars ($100) is reached. Hareer Deals Network reserve the right to charge back to the affiliate’s account any previously paid Qualified Actions that are later determined to have not met the requirements to be a Qualified Action.
2.1.4- Payment for Commissions is dependent upon Clients providing such funds to Hareer Deals Network, and therefore, the affiliate agrees that Hareer Deals Network shall only be liable to the affiliate for Commissions to the extent that Hareer Deals Network has received such funds from the Clients. The Affiliate hereby releases Hareer Deals Network from any claims for Commissions if Hareer Deals Network has not received such funds from the Clients.
2.1.5- Hareer Deals Network shall automatically generate an invoice on behalf of the Affiliate for all Commissions payable under this Agreement and shall remit payment to the Affiliate based upon that invoice. All tracking of Links and determinations of Qualified Actions and Commissions shall be made by Hareer Deals Network in its sole discretion. In the event that the Affiliate disputes in good faith any portion of an invoice, the Affiliate must submit that dispute to Hareer Deals Network in writing and in sufficient detail within thirty (30) days of the date on the invoice. If the Affiliate does not dispute the invoice as set forth herein, then the Affiliate agrees that it irrevocably waives any claims based upon that invoice. In the event that the Affiliate is also tracking Qualified Actions and Affiliate claims a discrepancy, the Affiliate must provide Hareer Deals Network with Affiliate's reports within three (3) days after the 30th day of the calendar month, and if Hareer Deals Network’s and Affiliate's reported statistics vary by more than 10% and Hareer Deals Network reasonably determines that the Affiliate has used generally accepted industry methods to track Qualified Actions, then Hareer Deals Network and the Affiliate agree to make a good faith effort to arrive at a reconciliation. If the parties are unable to arrive at a reconciliation, then Hareer Deals Network’s numbers shall govern.
2.1.6- If the Affiliate has an outstanding balance due to Hareer Deals Network under this Agreement or any other agreement between the Affiliate and Hareer Deals Network, whether or not related to the Affiliate Program, the Affiliate agrees that Hareer Deals Network may offset any such amounts due to Hareer Deals Network from amounts payable to the Affiliate under this Agreement.
3- AFFILIATE RIGHTS AND OBLIGATIONS
3.1- The Affiliate also agrees to:
3.1.1- Have sole responsibility for the development, operation, and maintenance of, and all content on or linked to, his/her Media.
3.1.2- Ensure that all materials posted on his/her Media or otherwise used in connection with the Affiliate Program (i) are not illegal, (ii) do not infringe upon the intellectual property or personal rights of any third party and (iii) do not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities (such as gambling), contains profanity or otherwise contains materials that Hareer Deals Network informs the Affiliate that it considers objectionable (collectively, "Objectionable Content").
3.1.3- Not make any representations, warranties or other statements concerning Hareer Deals Network or Client or any of their respective products or services, except as expressly authorized herein.
3.1.4- Make sure that his/her Media does not copy or resemble the look and feel of the Program Web Site or create the impression that his/her Media is endorsed by Hareer Deals Network or Clients or a part of the Program Web Site, without prior written permission from Hareer Deals Network.
3.1.5- Comply with all (i) obligations, requirements and restrictions under this Agreement and (ii) laws, rules and regulations as they relate to the Affiliate’s business, Media or use of the Links.
3.1.6- Comply with the terms, conditions, guidelines and policies of any third party services used by the Affiliate in connection with the Affiliate Program, including but not limited to, email providers, social networking services and ad networks.
3.1.7- Always prominently post and make available to end-users, including prior to the collection of any personally identifiable information, a privacy policy in compliance with all applicable laws that clearly and thoroughly discloses all information collection, use and sharing practices, including providing for the collection of such personally identifiable information in connection with the Affiliate Program and the provision of such personally identifiable information to Hareer Deals Network and Clients for use as intended by Hareer Deals Network and Clients.
3.1.8- Always prominently post and make available to end-users any terms and conditions in connection with the Offer set forth by Hareer Deals Network or Client, or as required by applicable laws regarding such Offers.
3.1.9- Make sure to not place Hareer Deals Network ads on any online auction platform (i.e. eBay, Amazon, etc).
3.1.10- The following additional program-specific terms shall apply to any promotional programs set forth below:
3.1.10.1- Email Campaigns. For all email campaigns, the Affiliate must download the "Suppression List" from the Offers section of Hareer Deals Network. The Affiliate shall filter its email list by removing any entries appearing on the Suppression List and will only send emails to the remaining addresses on its email list. Hareer Deals Network will provide an opt-out method in all Links, however, if any opt-out requests come directly to the Affiliate, the Affiliate shall immediately forward them to Hareer Deals Network at opt.out@hareerdeals.com. The Affiliate's emails containing the Links may not include any content other than the Links, except as required by applicable law.
- The Affiliate agrees that failure to download the Suppression List and remove all emails from the database before mailing may result in Commission withholdings, removal or suspension from all or part of the Affiliate Program, possible legal action and any other rights or remedies available to Hareer Deals Network pursuant to this Agreement or otherwise. The Affiliate further agrees that it will not mail or market to any suppression files generated through the Hareer Deals Network, and that doing so may result in Commission withholdings, removal or suspension from the Affiliate Program, possible legal action and any other rights or remedies available to Hareer Deals Network pursuant to this Agreement or otherwise.
3.1.10.2- Advertising Campaigns. No Links can appear to be associated with or be positioned on chat rooms or bulletin boards unless otherwise agreed by Hareer Deals Network in writing. Any pop-ups/unders used for the Affiliate Program shall be clearly identified as Affiliate served in the title bar of the window and any client-side ad serving software used by the Affiliate shall only have been installed on an end-user's computer if the function of the software is clearly disclosed to end-users prior to installation, the installation is pursuant to an affirmatively accepted and plain-English end user license agreement and the software be easily removed according to generally accepted methods.
3.1.10.3- Affiliate Network Campaigns. For all the Affiliate's that maintain their own affiliate networks, the Affiliate agrees to place the Links in its affiliate network (the "Network") for access and use by those affiliates in the Affiliate's Network (each a "Third Party Affiliate"). The Affiliate agrees that it will expressly forbid any Third Party Affiliate to modify the Links in any way. The Affiliate agrees to maintain its Network according to the highest industry standards. The Affiliate shall not permit any party to be a Third Party Affiliate whose web site or business model involves content containing Objectionable Content. All Third Party Affiliates must be in good standing with the Affiliate. The Affiliate must require and confirm that all Third Party Affiliates affirmatively accept, through verifiable means, this Agreement prior to obtaining access to the Links. The Affiliate shall promptly terminate any Third Party Affiliate who takes, or could reasonably be expected to take, any action that violates the terms and conditions of this Agreement. In the event that either party suspects any wrongdoing by a Third Party Affiliate with respect to the Links, the Affiliate shall promptly disclose to Hareer Deals Network the identity and contact information for such Third Party Affiliate. The Affiliate shall promptly remove any Third Party Affiliate from the Affiliate Program and terminate their access to future Offers of Hareer Deals Network upon written notice from Hareer Deals Network. Unless Hareer Deals Network has been provided with all truthful and complete contact information for a Third Party. The Affiliate and such Third Party Affiliate has affirmatively accepted this Agreement as recorded by Hareer Deals Network, the Affiliate shall remain liable for all acts or omissions of any Third Party Affiliate.
4. CONFIDENTIALITY
4.1- Except as otherwise provided in this Agreement or with the consent of Hareer Deals Network, the Affiliate agrees that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or any of Hareer Deals Network ‘s affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by the Affiliate for any purpose other than the Affiliate’s participation in the Affiliate Program, except and solely to the extent that any such information is generally known or available to the public through a source other than the Affiliate. The Affiliate shall not use any information obtained from the Affiliate Program to develop, enhance or operate a service that competes with the Affiliate Program, or assist another party to do the same.
5- LIMITED LICENSE & INTELLECTUAL PROPERTY
5.1- Hareer Deals Network hereby grants the Affiliate a nonexclusive, non-transferable, revocable right to use the Links and to access Hareer Deals Network’s web site through the Links solely in accordance with the terms of this Agreement, for the sole purpose of identifying the Affiliate’s Media as a participant in the Affiliate Program and assisting in increasing sales through the Program Web Site.
5.2- The Affiliate may not alter, modify, manipulate or create derivative works of the Links or any Hareer Deals Network graphics, creative, copy or other materials owned by, or licensed to, Hareer Deals Network in any way. The Affiliate is only entitled to use the Links to the extent that he/she is a member in good standing of the Affiliate Program. Hareer Deals Network may revoke the Affiliate’s license anytime by giving him/her written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant the Affiliate any rights to any of Hareer Deals Network’s trademarks, service marks, copyrights, patents or trade secrets. The Affiliate agree that Hareer Deals Network may use any suggestion, comment or recommendation the Affiliate choose to provide to Hareer Deals Network without compensation. All rights not expressly granted in this Agreement are reserved by Hareer Deals Network.
6- TERMINATION
6.1- This Agreement shall commence on the date of Hareer Deals Network’s approval of the Affiliate Program application and shall continue thereafter until terminated as provided herein.
6.2- The Affiliate may terminate his/her participation in the Affiliate Program at any time by removing all Links from his/her Media and deleting all copies of the Links.
6.3- Hareer Deals Network may terminate the Affiliate’s participation in one or more Offers or this Agreement at any time and for any reason which Hareer Deals Network deem appropriate with or without prior notice to the Affiliate by disabling the Links or providing the Affiliate with a written notice. Upon termination of the Affiliate’s participation in one or more Offers or this Agreement for any reason, the Affiliate will immediately cease all use of and delete all Links, plus all Hareer Deals Network’s or Client’s intellectual property, and will cease representing himself/herself as a Hareer Deals Network’s or Client’s affiliate for such one or more Offers. All rights to validly accrued payments, causes of action and any provisions, which by their terms are intended to survive termination, shall survive any termination.
7- REMEDIES
7.1- In addition to any other rights and remedies available to Hareer Deals Network under this Agreement, Hareer Deals Network reserves the right to delete any actions submitted through the Affiliate’s Links and withhold and freeze any unpaid Commissions or charge back paid Commissions to the Affiliate’s account if (i) Hareer Deals Network determines that the Affiliate has violated this Agreement, (ii) Hareer Deals Network receives any complaints about the Affiliate’s participation in the Affiliate Program which Hareer Deals Network reasonably believes to violate this Agreement or (iii) any Qualified Action is later determined to have not met the requirements set forth in this Agreement or on the Affiliate Program. Such withholding or freezing of Commissions, or charge backs for paid Commissions, shall be without regard as to whether or not such Commissions were earned as a result of such breach. In the event of a material breach of this Agreement, Hareer Deals Network reserves the right to disclose the Affiliate’s identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by the Affiliate’s actions.
8. ANTI-SPAM POLICY
8.1- The Affiliate must strictly comply with all applicable laws and regulations. All emails sent in connection with the Affiliate Program must include the appropriate party's opt-out link. From time to time, Hareer Deals Network may request - prior to the Affiliate sending emails containing linking or referencing to the Affiliate Program that the Affiliate submits the final version of his/her email to Hareer Deals Network for approval by sending it to Hareer Deals Network representative and upon receiving written approval from Hareer Deals Network of the Affiliate’s email, then the email may be transmitted to third parties.
8.2- The Affiliate is solely obliged to ensure that the email complies with the provisions of the applicable law. The Affiliate agrees not to rely upon Hareer Deals Network approval of his/her email for compliance with the law, or assert any claim that the Affiliate is in compliance with the law based upon Hareer Deals Network’s approval.
9- FRAUD
9.1- The Affiliate is expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with referrals through the Links or the generation of Commissions or exceed the Affiliate’s permitted access to the Affiliate Program. Such acts include, but are in no way limited to, using automated means to increase the number of clicks through the Links or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud. Hareer Deals Network shall make all determinations about fraudulent activity in its sole discretion.
10- REPRESENTATIONS AND WARRANTIES
10.1- The Affiliate hereby represents and warrants that this Agreement constitutes his/her legal, valid, and binding obligation, enforceable against him/her in accordance with its terms and that he/she has the authority to enter into this Agreement. Subject to the other terms and conditions of this Agreement, Hareer Deals Network represents and warrants that it shall not knowingly violate any law, rule or regulation which is applicable to Hareer Deals Network’s own business operations or Hareer Deals Network’s proprietary products or services.
10.2- MODIFICATIONS: In addition to any notice permitted to be given under this Agreement, Hareer Deals Network may modify any of the terms and conditions of this Agreement at any time by providing the Affiliate with a notification by email. The changes will become effective ten (10) business days after such notice. If the modifications are unacceptable to the Affiliate, the Affiliate may terminate this Agreement without penalty solely on the account of such termination within such ten (10) business day period. The Affiliate’s continued participation in this Affiliate Program ten (10) business days after a change notice has been posted will constitute the Affiliate’s acceptance of such change. In addition, Hareer Deals Network may change, suspend or discontinue any aspect of an Offer or Link or remove, alter, or modify any tags, text, graphic or banner ad in connection with a Link. The Affiliate agrees to promptly implement any request from Hareer Deals Network to remove, alter or modify any Link, graphic or banner ad that is being used by the Affiliate as part of the Affiliate Program.
11- INDEPENDENT INDEMNIFICATION
11.1- The Affiliate acknowledges that he/she has read this Agreement and agrees to all its terms and conditions. The Affiliate have independently evaluated the desirability of participating in the Affiliate Program and each Offer and is not relying on any representation, guarantee or statement other than as set forth in this Agreement or on the Affiliate Program.
12- MUTUAL INDEMNIFICATION
12.1- The Affiliate hereby agrees to indemnify, defend and hold harmless Hareer Deals Network and Clients and their respective subsidiaries, affiliates, partners and licensors, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on (i) any failure or breach of this Agreement, including any representation, warranty, covenant, restriction or obligation made by Affiliate herein, (ii) any misuse by the Affiliate, or by a party under the reasonable control of Affiliate or obtaining access through Affiliate, of the Links, Offers or Hareer Deals Network or Client intellectual property, or (iii) any claim related to the Affiliate’s Media, including but not limited to, the content contained on such Media (except for the Links).
12.2- Hareer Deals Network hereby agrees to indemnify, defend and hold harmless Affiliate and its subsidiaries, affiliates, partners, and their respective directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on a claim that Hareer Deals Network is not authorized to provide the Affiliate with the Links.
13- DISCLAIMERS
13.1- THE AFFILIATE PROGRAM AND LINKS, AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO AFFILIATE "AS IS". EXCEPT AS EXPRESSLY SET FORTH HEREIN, HAREER DEALS NETWORK EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. HAREER DEALS NETWORK DOES NOT WARRANT THAT THE AFFILIATE PROGRAM OR LINKS WILL MEET AFFILIATE'S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE AFFILIATE PROGRAM OR LINKS WILL BE COMPLETELY ERROR-FREE OR UNINTERRUPTED. HAREER DEALS NETWORK EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES. HAREER DEALS NETWORK DOES NOT GUARANTEE THAT AFFILIATE WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.
14- LIMITATIONS OF LIABILITY
14.1- IN NO EVENT SHALL HAREER DEALS NETWORK BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PROGRAM WEB SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF HAREER DEALS NETWORK. IN NO EVENT WILL HAREER DEALS NETWORK BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY / WRONGFUL DEATH, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT HAREER DEALS NETWORK HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. HAREER DEALS NETWORK’S CUMULATIVE LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO AFFILIATE BY HAREER DEALS NETWORK IN COMMISSIONS DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.
15- FORCE MAJEURE
15.1- Neither Party shall be responsible for any failure to fulfil its non-monetary obligations under this Agreement due to causes beyond its reasonable control, including fire, flood, war, labour disputes, shortages, riots, insurrections, explosions, earthquakes, acts of God, provided it (a) promptly notifies the other Party in writing of the force majeure event, (b) exercises reasonable efforts to fulfil its obligations as soon as possible, and (c) proceeds to perform their respective obligations set out in this Agreement with diligence once the cause(s) of such non-performance are removed or have ceased.
15.2- If the force majeure event continues for a period of sixty (60) calendar days, either Party may terminate this Agreement by providing the other with an immediate written notice of termination.
16- GOVERNING LAW AND JURISDICTION
16.1- This Agreement shall be governed as to validity, interpretation, construction, effect and in all other aspects by the laws and decisions of Cyprus. The Parties agree that any dispute arising out of this Agreement and all legal proceedings related to this Agreement including but not limited to the construction, validity, enforcement and interpretation of this Agreement will be solely and exclusively subject to the jurisdiction of the competent courts of Nicosia.
17- MISCELLANEOUS
17.1- The Affiliate shall be responsible for the payment of all attorney’s fees and expenses incurred by Hareer Deals Network to enforce the terms of this Agreement. This Agreement contains the entire agreement between Hareer Deals Network and the Affiliate with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral. The Affiliate agrees that Hareer Deals Network shall not be subject to or bound by any Affiliate insertion order or online terms and conditions that amend, conflict with or supplement this Agreement, regardless of whether Hareer Deals Network "clicks through" or otherwise indicates its acceptance thereof. The Affiliate may not assign all or any part of this Agreement without Hareer Deals Network’s prior written consent. Hareer Deals Network may assign this Agreement at any time with notice to the Affiliate. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto. The provisions of this Agreement and any accrued payment obligations shall survive the termination of this Agreement. Except as set forth in the "Modifications" section above, this Agreement may not be modified without the prior written consent of both parties. If any provision of this Agreement is held to be void, invalid or inoperative, the remaining provisions of this Agreement shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties. Each party to this Agreement is an independent contractor in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties. No course of dealing nor any delay in exercising any rights hereunder shall operate as a waiver of any such rights. No waiver of any default or breach shall be deemed a continuing waiver or a waiver of any other breach or default.
17.2- By submitting and application to Affiliate Program, the Affiliate affirm and acknowledge that he/she has read this Agreement in its entirety and agrees to be bound by all of its terms and conditions. If the Affiliate do not wish to be bound by this Agreement, he/she should not submit an application to Affiliate Program. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to this Agreement.
17.3- Counterparts This Agreement may be signed in one or more counterparts, each of which shall constitute an original document and all of which shall constitute one and the same document.
17.4- Notices. Any notice required to be given pursuant to this Agreement shall be deemed duly given by sending the same by facsimile or electronic mail (to both electronic mail addresses listed under each Party), or any other such facsimile or electronic mail address any Party may designate in writing.