This JVZoo Affiliate Agreement (this "Agreement") is entered into by and between BBC Systems Inc., a Florida corporation, d/b/a JVZoo or JVZoo.com ("JVZoo" or "Us" or "We"), and you, as an affiliate participating in the JVZoo network and associated services ("Affiliate" or "You").
You must agree to abide by the terms and conditions contained in this Agreement in order to participate in the JVZoo network, access the JVZoo Product Library, or otherwise use the services provided by JVZoo. Please read this Agreement carefully before registering FOR the JVZoo Affiliate program. By signing up for the JVZoo Affiliate Program, You indicate Your acceptance of the terms and conditions of this Agreement. If You do not accept this Agreement, do not register for the JVZoo Affiliate Program.
1. Definitions. The following is a list of defined terms used throughout this Agreement.
a. Affiliate. An "Affiliate" is an individual or entity that registers with JVZoo and agrees to display Links (hereinafter defined) and otherwise market products or services for Sellers (hereinafter defined) in order to generate approved sales by such Sellers, in exchange for commissions.
b. Insertion Order. An "Insertion Order" is the form describing the particular specifications by which a Seller is willing to allow an Affiliate to market its products or services. Insertion Orders may specify types of media used (e.g., Links or banner ads), details of approved sales, and commissions available for such approved sales. Insertion Orders may appear under a Seller's page in the Product Library or may be supplied separately to an Affiliate.
c. JVZoo Knowledgebase. "JVZoo Knowledgebase" is the information available at https://jvzoo.zendesk.com/hc/en-us.
d. JVZooPay. "JVZooPay" is a service offered by JVZoo through which commissions attributable to Affiliates can be facilitated in accordance with the terms and conditions as set forth herein, in the sole and absolute discretion of JVZoo.
e. Link. A "Link" is a hyperlink placed by an Affiliate that, when clicked on, serves the Seller's website to the internet user's browser. The Link may be in the form of text, a product image, a button, a banner, or any other format acceptable to the Seller and defined in an applicable Insertion Order.
f. Product Library. The "Product Library" is the section of the JVZoo.com website where Sellers list the products or services for which they are willing to enter into an arrangement with an Affiliate for purposes of allowing that Affiliate to post Links and otherwise market the Seller's products or services.
g. Seller. A "Seller" is an individual or entity that registers with JVZoo and agrees to pay a commission for approved sales to a customer or user generated by an Affiliate registered with JVZoo. A Seller may also be referred to as a "Vendor."
2. The Service. JVZoo operates a program (the "Affiliate Program") whereby Sellers who have products or services to sell sign up with JVZoo in order to have Affiliates post Links and otherwise market the Seller's products or services, pursuant to the individual terms proposed by the Sellers. All relationships and interactions between You and any Sellers will be managed by and conducted through the Affiliate Program and will be subject to the terms and conditions of this Agreement, the JVZoo Seller Agreement, the JVZoo Privacy Policy and any other applicable policies or agreements listed on the JVZoo.com website (the "Site"). Each arrangement with each Seller will additionally be subject to the terms posted by that Seller in the JVZoo Product Library or specified in the applicable Insertion Order.
As part of the Affiliate Program and the service offered on the Site, JVZoo may publish ratings for the Affiliates and/or the Sellers participating in the Affiliate Program, based on information supplied by the Affiliate or the Seller during the registration process and on information relating to sales performance for such Affiliate or Seller. Such ratings are based on criteria chosen by JVZoo, in its sole discretion. You acknowledge and agree that JVZoo has the right to evaluate information relating to You and to publish on the Site the ratings for You, based on the criteria, information, and methods JVZoo chooses, in its sole discretion. In no event does JVZoo warrant or guarantee correctness, comprehensiveness, completeness, accuracy, timeliness, or fitness for a particular use or purpose of any ratings on the Site, nor does JVZoo warrant or guarantee any results or performance based on any particular ratings. Such ratings are provided solely as a tool to aid Affiliates and Sellers in their decision about who they would like to work. You are solely responsible for investigating and determining the Sellers with which You choose to work and for the consequences of such determination. In no way shall any rating be deemed an endorsement by JVZoo of any particular Seller.
You agree that You will not intentionally solicit any Seller directly or indirectly via an ad agency, broker, or any other person or entity. JVZoo will promptly reply in writing to any inquiries received from Affiliate regarding the status of any person or entity as a Seller registered with JVZoo so as to aid Affiliate in its efforts to comply with the non-solicitation provisions of this Agreement. Because JVZoo will be irreparably harmed by Affiliate's conduct and because the true extent of such harm will be impossible to quantify, monetary damages will not be an adequate remedy for any such conduct. Affiliate agrees that JVZoo may be entitled to injunctive relief without the necessity of posting bond or required demonstration of failure of monetary damages. Such injunctive relief is in addition to and not exclusive of all other rights and remedies available to JVZoo. The ability to seek and obtain injunctive relief is a bargained for provision of this Agreement.
3. Registration. In order to register as an Affiliate with JVZoo and to participate in the Affiliate Program, You must be at least eighteen (18) years of age and must complete the required application form found on the Site, which requires supplying a name, supplying a valid email address and creating an acceptable password. Additionally, You must comply with all the requirements for creating a valid JVZoo approved payment processing account and/or a JVZooPay approved payment processing account, as applicable, and linking such account(s) with the JVZoo payment system, as detailed in Section 6. JVZoo reserves the right, in its sole and absolute discretion, to (i) deny any person or entity the right to register with JVZoo or participate in the Affiliate Program and/or (ii) terminate any person or entity's participation in the Affiliate Program at any time.
As part of the registration process, You will select a username and password combination that You use to access Your account within the Affiliate Program (Your "JVZoo Account"). You shall provide JVZoo with accurate, complete and updated registration information. You may not select the name of another person or entity with the intent of impersonating that person or entity or deceiving Sellers , other Affiliates, or other users as to Your true identity. You agree that JVZoo may rely on any data, information, notice or request furnished to JVZoo by You that is reasonably believed by JVZoo to be genuine and to have been sent or presented by a person reasonably believed by JVZoo to be authorized to act on Your behalf. You shall notify JVZoo by email sent to the following address of any known or suspected unauthorized uses of Your JVZoo Account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of Your username or password: support[at]JVZoo.com. You are solely responsible for maintaining the confidentiality of Your username and password and are solely responsible for all usage and activity on or through Your JVZoo Account, including use of Your JVZoo Account by a third party authorized by You. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination of Your JVZoo Account by JVZoo, in its sole and absolute discretion, and referral to the appropriate law enforcement agencies.
JVZoo reserves the right to send emails to You at the email address You provide and to otherwise communicate with You for purposes related to the Affiliate Program, including, but not limited to, informing You of applicable changes or additions to the Affiliate Program, the Site or this Agreement.
4. Prohibited Websites, Content, Products, and Service s.
JVZoo prohibits certain types of content from being used with regard to the Affiliate Program. You may not use any websites, advertisements, or any other content that contain, promote, or engage in any of the following, in JVZoo's sole discretion, in order to advertise, sell, or link to any websites, products, or services through the Affiliate Program:
· X-rated or sexually explicit materials;
· Violence or discord;
· Discrimination based on race, religion, nationality, disability, sexual orientation or age;
· Any illegal activity, including hacking;
· The violation of intellectual property rights; or
· The violation of any other terms or guidelines posted by JVZoo on the Site or in any part of the Affiliate Program.
JVZoo reserves the right to refuse to prohibit Affiliate from using any particular website, advertisement, or content to advertise products or services through the Affiliate Program in JVZoo's sole discretion.
5. Services, License, and Intellectual Property. JVZoo grants Affiliate a revocable, non-transferable, non-sublicensable, nonexclusive, limited license to use and host Links to the Site and/or designated Sellers' websites containing Sellers' marketing materials on Affiliate's website and any other approved media solely for the purpose of performing services pursuant to this Agreement and the applicable Insertion Order(s). JVZoo does not grant Affiliate any license to host its advertising campaign separate or distinct from the link to the Site and/or designated Sellers' websites. Affiliate acknowledges and agrees that Affiliate does not have, nor will it claim, any right, title or interest in (i) JVZoo's proprietary software or any of its websites or Links or other marketing materials of JVZoo or its Sellers, (ii) any software, applications, data, methods of doing business or any elements thereof, or (iii) any content provided by JVZoo or its Sellers. Affiliate will not attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective any tags, source codes, links, pixels, modules or other data provided by or obtained from JVZoo that allows JVZoo to measure advertisement performance and provide its services. In addition, Affiliate acknowledges that all non-public information, data and reports received from JVZoo hereunder or as part of the services hereunder are proprietary to and owned by JVZoo. If instructed to do so by JVZoo and/or if Affiliate shall be terminated by JVZoo, Affiliate will immediately destroy and discontinue the use of any JVZoo data, including Site data, and any other material owned by JVZoo or any Sellers.
Trademark Use. Notwithstanding the foregoing, You shall ensure proper use of the JVZoo Trademarks. You shall properly identify any JVZoo Trademarks, including by using the registered symbol, ®, where appropriate, and You shall not change or distort the color, sizing, or other design features of any JVZoo Trademarks, only using the JVZoo Trademarks as provided by JVZoo. The list of acceptable JVZoo Trademarks, along with applicable specifications, can be found here: https://www.JVZoo.com/logos. You shall not combine the JVZoo Trademarks with any other logos, words, graphics, symbols, or other Trademarks. Further, You shall not use the JVZoo Trademarks in any way that falsely implies any sponsorship, affiliation, or endorsement of You by JVZoo. Whenever You use the JVZoo Trademarks, You shall also display in the primary and more prominent position Your own logo, company name, and related Trademarks. JVZoo reserves the right, in its sole discretion, to modify or terminate Your use of the JVZoo Trademarks at any time and for any reason, including for failure to comply with these Trademark use requirements.
The registered and unregistered trademarks, service marks, tradenames, graphics, logos, page headers, button icons, scripts, trade dress, or other indicia of trade origin of JVZoo may not be used in connection with any business, product, or service whose source is not JVZoo, in any manner that is likely to cause confusion among customers, the trade, or the public, or in any manner that disparages or discredits JVZoo or any of its Affiliates. All other trademarks, service marks, tradenames, and logos not owned by JVZoo that appear on the Site are the property of their respective owners, who may or may not be affiliates with, connected to, or sponsored by JVZoo. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of the trademarks, service marks, tradenames, graphics, logos, page headers, button icons, scripts, trade dress, or other indicia of trade origin of JVZoo or its Affiliates displayed or contained in the Site without the express, written consent of JVZoo or its Affiliates.
All content on the Site, including, but not limited to, text, design, graphics, logos, button icons, images, audio clips, digital downloads, interfaces, data compilations, software, and code, and the compilation of all content on the Site, as well as all software used on the Site, is the property of JVZoo, its Affiliates, or its Sellers, and is protected by United States and international copyright laws. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the copyrighted works displayed or contained in the Site without the express, written consent of JVZoo.
6. Payment Processing Account(s). In order to be eligible to participate in the Affiliate Program using instant payments or a delayed payment plan (each as detailed in Section 8 below), You must register and create an account with a JVZoo supported payment processor supporting such payment method, as set forth in the JVZoo Knowledgebase, which includes supplying all information required by such JVZoo supported payment processor. You are responsible for complying with all requirements for registration with such JVZoo supported payment processor and for otherwise complying with all applicable terms and conditions located on the JVZoo supported payment processor's website. In addition, You must complete the necessary processes in order to properly link Your JVZoo supported payment processing account to the JVZoo payment system. Failure to properly link Your JVZoo supported payment processing account to the JVZoo payment system may be grounds for termination of Your JVZoo Account and Your participation in the Affiliate Program, as JVZoo determines in its sole and absolute discretion.
In order to be eligible to participate in the Affiliate Program using JVZooPay, You must register and create an account with a JVZooPay supported payment processor, as set forth in the JVZoo Knowledgebase, which includes supplying all information required by such JVZooPay supported payment processor. You are responsible for complying with all requirements for registration with such JVZooPay supported payment processor and for otherwise complying with all applicable terms and conditions located on the JVZooPay supported payment processor's website. In addition, You must complete the necessary processes in order to link Your JVZooPay supported payment processing account to the JVZoo payment system. Failure to properly link Your JVZooPay supported payment processing account to the JVZooPay payment system may be grounds for termination of Your ability to utilize JVZooPay, as JVZoo determines in its sole and absolute discretion.
In no event shall JVZoo be responsible for ensuring proper registration with Your JVZoo supported payment processor or Your JVZooPay supported payment processor, proper linking to the JVZoo payment system, or proper payment of any sums under this Agreement. Each payment through the Affiliate Program is required to be processed through a JVZoo supported payment processor, using Your JVZoo supported payment processing account, or through a JVZooPay supported payment processor, using Your JVZooPay supported payment processing account, and are subject to all terms and conditions provided on the supported payment processor's website. You are solely responsible for ensuring proper receipt of payments. In no event does JVZoo make any representations or warranties of any kind relating to the supported payment processor's website, Your JVZoo supported payment processing account, your JVZooPay supported payment processing account, or any payments through such account(s); nor is JVZoo liable in any way for any error or omission on the part of any JVZoo supported payment processor or JVZooPay supported payment processor.
7. Seller Links. As a registered Affiliate in the JVZoo Affiliate Program, You will have the opportunity to arrange with Sellers to place Links, banner ads, and related materials advertising the Seller's products or services on Your websites or in other media approved by the Seller. You are free to place such Links and related materials on Your websites or other approved media as You see fit, provided that You comply with all requirements posted by the Seller in the Product Library or in the relevant Insertion Order. Any page containing a Seller's Link, banner, or materials must be written in English. Affiliates are prohibited from displaying Sellers' Links or materials on newsgroups, chat rooms, unsolicited emails, ICQs, message boards, banner networks, hit farms, counters, or guestbooks. Affiliates are also prohibited from displaying a Seller's web site in any way that is not the result of a direct click by the end-user. Desktop advertising schemes are strictly prohibited, including any and all third-party advertising platforms that use a desktop application to display advertisements in any form.
8. Commission Fee. Each Seller with whom You have been approved to sell such Seller's products or services has agreed to pay the percentage specified by the Seller in the Product Library or in the relevant Insertion Order for each completed sale that You send through the Links or materials posted on Your websites, and in other approved media (the "Commission Fee"). If a Seller does not require that a Commission Fee is only available to You through JVZooPay (as detailed in Section 9 below), and a Seller does not elect to use a delayed payment plan to pay Commission Fees to an Affiliate (as hereafter detailed), You will receive a Commission Fee attributable to You once a customer or user completes an order form on the Seller's checkout page for the relevant product or service, completes the relevant form on the JVZoo supported payment processor website, and remits full payment for the product or service ordered from the Seller. For each such order that completes the preceding process, You will receive the percentage specified by the Seller in the Product Library or in the relevant Insertion Order for each such completed sale. Alternatively, if a Seller not using JVZooPay elects a delayed payment plan for payment of a Commission Fee to You, Seller will be responsible for paying such Commission Fee to You for each completed sale within seventy (70) days of the date the customer or user completes an order form on the Seller's checkout page for the relevant product or service, completes the relevant form on the JVZoo supported payment processor website, and remits full payment for the product or service ordered from the Seller.
9. JVZooPay Commission Fee. A Seller may designate in the Product Library or in the relevant Insertion Order that the Commission Fee is only available to You through JVZooPay. In such case, a Commission Fee attributable to You will be credited to Your JVZooPay account balance once a customer or user completes an order form on the Seller's checkout page for the relevant product or service, completes the relevant form on Your selected JVZooPay supported payment processor's website, and remits full payment for the product or service ordered from the Seller. A Commission Fee in JVZooPay attributable to You will first become reflected in Your JVZooPay available balance within thirty (30) days of the date such Commission Fees were credited to Your JVZooPay account balance. The length of this delay will depend, in JVZoo's sole and absolute discretion, upon such factors as the length of time You have had a JVZoo Account, the number of sales You have made with the Affiliate Program, and Your refund and/or chargeback rate. In order to request a payment from Your JVZooPay available balance, (i) You must have sales from at least 5 unique users or customers of JVZoo; (ii) Your available balance must be greater than any minimum amount specified in the JVZoo Knowledgebase, which amount shall not be less than $50.00; and (iii) You must provide any additional information regarding Your business and/or identity that is requested by JVZoo. Even if You satisfy all of the foregoing requirements in this Section 9 and without limiting JVZoo's other remedies under this Agreement or by law, JVZoo reserves the right at any time and in its absolute and sole discretion to (x) deny a request for a payment from Your JVZooPay available balance due to pending investigations or violations of JVZoo's Terms of Service or this Agreement or other activities that JVZoo deems harmful to JVZoo or its customers or users, or (y) offset against Your JVZooPay available balance any amounts previously received by You that are the subject of a refund or chargeback from a customer or user. Furthermore, in order to mitigate chargeback and fraud risks, JVZoo may impose a rolling reserve requirement to any JVZooPay account with limited JVZoo history or for any user which is being investigated for spam, illegal activities, or other violation of JVZoo's Terms of Use, including this Agreement. If Your account includes a rolling reserve, you irrevocably authorize JVZoo to deduct the amount(s) necessary to cover refund costs, chargebacks, costs due to fraud, or other amounts due. If your JVZooPay available balance is not sufficient to fully satisfy any amounts owed by You to JVZoo, Your JVZooPay available balance will reflect such deficit. If Your JVZooPay available balance reflects a deficit of up to $-50.00, future Commission Fees attributable to You in JVZooPay will be deducted until such deficit is eliminated. If Your JVZooPay available balance reflects a deficit of $-50.00 or greater for more than forty-eight (48) hours, You will be required to provide Your valid credit card information, which You represent and warrant is valid, accurate, and complete, and You specifically authorize JVZoo to use such credit card information to secure payment to eliminate the deficit in Your JVZooPay available balance. Further, if Your JVZooPay available balance reflects a deficit in any amount for longer than thirty (30) days and You do not provide Your valid credit card information to eliminate such deficit, You will be placed on administrative probation with JVZoo. If the deficit in Your JVZooPay available balance is not eliminated within sixty (60) days of being placed on administrative probation, You will be permanently prohibited from utilizing JVZoo in any manner, including but not limited to, utilizing a JVZoo Account, and JVZoo may seek all remedies under this Agreement or by law to collect all outstanding amounts owed by You to JVZoo.
You understand and agree that any JVZooPay available commission within Your balance that remains uncollected for more than two (2) calendar years after such commission is earned is forfeited by You and will no longer be available to You.
Your Own Links: JVZooPay Commission Fees will not be released to Affiliates who purchase a Seller's product or service using the Affiliate's own link. Affiliates should contact the Seller of the respective good or service to inquire about any discount which may be available to Affiliates.
10. SPAM. SPAM, OR UNSOLICITED COMMERCIAL EMAIL, IS ABSOLUTELY PROHIBITED. We will terminate Your Account and immediately dismiss you from the Affiliate Program if We determine that You have sent SPAM or Unsolicited Commercial Email, whether in connection with the Affiliate Program or otherwise, and You will not be entitled to any payment or reimbursement for funds remaining in Your JVZoo supported payment processing account or Your JVZooPay supported payment processing account. Further, You agree to comply with all U.S. state and federal SPAM laws, including, but not limited to, the Federal CAN-SPAM Act of 2003, as amended from time to time, and any rules or regulations promulgated under the Federal Trade Commission or any other federal agency thereunder. You also agree to indemnify Us from any liability connected with SPAM or unsolicited email transmissions by You or connected to You.
11. Inactive Accounts. JVZoo reserves the right, in its sole and absolute discretion, to terminate Your JVZoo Account if it is left inactive for more than six (6) months and to remove the same from the Site. An "inactive" account is one for which both of the following are true for at least six (6) months: (I) no one has logged into the account, and (ii) no one has used the account for any transactions with Sellers. As with active accounts, any inactive account having a balance that remains uncollected for more than two (2) calendar years after such commission is earned is forfeited by You and will no longer be available to You.12. Affiliate Content. You represent that all content, data, or information You provide to JVZoo or post on the Site is solely owned by You or provided by You with the express authority of the person or entity You represent; does not infringe upon any other individual's or entity's rights (including, without limitation, intellectual property rights); and is not defamatory, libelous, unlawful, or otherwise objectionable. You shall not provide, promote, distribute, place or otherwise publish as an Affiliate (or in connection with the Affiliate Program) any content, or website that includes content, that is libelous, defamatory, obscene, pornographic, abusive, fraudulent or violates any law. You are solely responsible for the content, data, and information You provide, promote, distribute, place or otherwise publish and for Your website.
13. Representations, Warranties, and Covenants.
a. Mutual Representations. Each party represents and warrants that: (i) it has the right to enter into and fully perform the services contemplated herein, consistent with this Agreement; (ii) there is no outstanding contract, commitment or agreement to which it is a party that conflicts with this Agreement; and (iii) at all times while Affiliate is participating in any of JVZoo's services, using the Site, or participating in the Affiliate Program, each party shall comply with all applicable laws and regulations. Neither party makes any guarantee, representations or warranties, express or implied, as to the level of consumer response that will result from the Affiliate Program.
b. Affiliate Representations. Affiliate represents and warrants that: (i) Affiliate's websites and other media will comply with all applicable State and Federal laws; (ii) Affiliate's websites and other media do not contain or promote, nor link to another website that contains or promotes, libelous, defamatory, abusive, violent, prejudicial, obscene, sexually explicit or illegal content, products, services or activities; (iii) Affiliate owns or has the legal right to use and distribute all content, copyrighted material, products, and services displayed on Affiliate's websites and other media; (iv) Affiliate shall not promote products or services through websites or links to websites containing any pornographic, racially or ethnically discriminatory, political, software pirating or hacking, hate-mongering, or otherwise objectionable or illegal content; (v) Affiliate shall at no time use JVZoo's proprietary software or any materials provided by JVZoo or a Seller in any manner other than that which is specifically contemplated herein; (vi) Affiliate will not engage in any kind of deceitful, misleading or other unfair trade practices, or fraudulent or other unlawful practice; (vii) Affiliate shall at no time engage in, disseminate, promote or otherwise distribute JVZoo's or Sellers' Links or marketing materials through the use of contextual media, specifically, downloadable software (also called adware, pop-up/pop-under technologies, plug-ins, and other names as applicable); (viii) Affiliate will not place any Link on any website that contains inappropriate content, which includes, but is not limited to, content that: (a) promotes the use of alcohol, tobacco or illegal substances, nudity, sex, pornography, adult-oriented content (such as phone sex or escort services), expletives or inappropriate language; (b) promotes gratuitous violence, abuse or threats of physical harm; (c) promotes illegal or unethical activity, racism, hate, SPAM, mail fraud, gambling, sweepstakes, pyramid schemes, investment and money-making opportunities or illegal advice; (d) promotes use of illegal substances or illegal activities (such as bomb building, counterfeiting money or using pirate software (e.g., Warez or Hotline)); (e) is libelous, defamatory, infringing, false, misleading or contrary to public policy; (f) is otherwise prohibited by Federal or State law; or (g) may bring JVZoo or its associated Sellers (or both) negative publicity; (ix) Affiliate will not engage in any spoofing, redirecting or trafficking from adult-related websites in an effort to gain traffic or websites that are point, lottery or rewards based and encourage users to click on offers or use offers to generate revenue for users to win points, rewards, or other incentives (unless expressly approved in writing by JVZoo); (x) Affiliate will not violate any third party terms and conditions, which includes, but is not limited to, the unauthorized use of a third party website for commercial gain or post bulletins to non-owned accounts; (xi) Affiliate will not use deceptive or misleading practices (such as the use of spyware, adware, devices, programs, robots, iframes, hidden pictures, redirects, spiders, computer scripts or other automated, artificial or fraudulent methods designed to appear as if a consumer is generating a lead); (xii) Affiliate will not engage in any deceptive form of advertising; and (xiii) Affiliate will not make any express or implied claim about any seller's product or service unless (a) the Seller has approved the making of the claim, and (b) the claim is properly substantiated.
14. Limitation of Liability; Disclaimer of Warranty. IN NO EVENT SHALL JVZOO BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM: (A) AFFILIATE'S USE OF ANY OF JVZOO'S SERVICES OR THE SITE, INCLUDING ANY RELIANCE ON ANY AFFILIATE OR VENDOR RATING ON THE SITE, (B) AFFILIATE'S PARTICIPATION IN THE AFFILIATE PROGRAM, (C) ANY RATING OF AFFILIATE AND/OR ANY VENDOR DISPLAYED BY JVZOO ON THE SITE, (D) AFFILIATE'S DISPLAY OF ANY VENDOR MATERIALS, OR (E) AFFILIATE'S JVZOO SUPPORTED PAYMENT PROCESSING ACCOUNT, AFFILIATE'S JVZOOPAY SUPPORTED PAYMENT PROCESSING ACCOUNT OR ACTS OR OMISSIONS OF ANY PAYMENT PROCESSOR.
DUE TO THE NATURE OF INTERNET AVAILABILITY AND ACCESSIBILITY, DOWN TIME OR OTHER INTERRUPTIONS IN SERVICE REGARDING THE SITE, THE LINKS, THE PAYMENT PROCESSOR'S WEBSITE AND ITS SERVICES, OR THE OTHER SERVICES DESCRIBED HEREIN MAY OCCUR. WITHOUT LIMITING THE ABOVE, THE LINKS, THE SITES, THE VENDOR MATERIALS IN THE PRODUCT LIBRARY AND ANY OTHER MATERIALS PROVIDED TO AFFILIATE ARE PROVIDED "AS IS," WITHOUT ANY WARRANTY OF ANY KIND, AND JVZOO MAKES NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES (A) OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (B) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS THEREIN; (C) THAT THE SECURITY METHODS EMPLOYED BY JVZOO OR ITS VENDORS WILL BE SUFFICIENT IN ALL CIRCUMSTANCES OR AGAINST ALL ATTACKS; (D) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY OF ANY INFORMATION SET FORTH THEREIN OR THEREON; (E) REGARDING ANY PAYMENT PROCESSOR, ITS WEBSITE, ITS SERVICES, OR ITS SECURITY; OR (F) AGAINST INTERFERENCE WITH ENJOYMENT OF A PARTY'S WEBSITE. ALL INFORMATION AND COMPUTER PROGRAMS PROVIDED BY JVZOO IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH THE USER. SOME STATES LIMIT THE ABILITY TO DISCLAIM ALL WARRANTIES, SO THIS CLAUSE OR SOME PORTIONS OF IT MAY NOT APPLY TO YOU.
JVZOO'S LIABILITY AND AFFILIATE'S REMEDIES are limited solely and exclusively to those described herein. JVZOO'S liability, whether based On tort, contract, warranty, strict liability, or another legal claim, shall not exceed the lesser of: (a) $1,000; or (b) the amount in commission FEEs paid to JVZoo PURSUANT TO THIS AGREEMENT during the six (6) month period PRECEDING THE CLAIM. In no event shall JVZOO be liable for any loss of profits, loss of use, PROPERTY DAMAGE, DAMAGE FOR BODILY INJURY, OR ANY indirect, incidental, special or consequential damages, even if JVZOO HAS been advised of the possibility of such damages.
JVZoo makes no representations and warranties whatsoever, and disclaims any responsibility and liability, regarding the content or nature of any advertisement or marketing materials, or any product or service advertised in connection therewith or on any linked pages. JVZoo has no liability to Affiliate for unapproved hyperlinks or materials, including all copy, images, URL names and search terms used by Affiliate for promotions, campaigns or programs. JVZoo makes no representations whatsoever about any other website that Affiliate may access through JVZoo's services or the Affiliate Program. When Affiliate accesses a website that is not associated with and is independent from JVZoo, Affiliate acknowledges that JVZoo has no control over the content of such website.
JVZoo does not guarantee that Affiliate will achieve any particular earnings or results through Affiliate's participation in the Affiliate Program. JVZoo incorporates by reference the earnings disclaimers found at https://www.JVZoo.com/earnings.
15. Indemnity. Affiliate will defend, indemnify, and hold harmless JVZoo, the Sellers, and their affiliates, directors, employees, agents, successors and assigns from and against all claims, actions, losses, liability, damages, costs, and expenses (including reasonable attorneys' fees and expenses) (collectively "Claims") arising from, related to or associated with any acts or omissions of Affiliate, any breach of this Agreement by Affiliate or any breach by Affiliate of any representations or warranties contained herein. JVZoo reserves the right, at Affiliate's expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Affiliate hereunder. Affiliate hereby acknowledges that the Sellers are intended third party beneficiaries of the foregoing indemnification obligation. No settlement may be consummated without JVZoo's express written authorization, which shall not be unreasonably withheld. As part of this indemnification obligation, JVZoo shall have the right of offset against any amounts owed hereunder to Affiliate for any indemnification obligations set forth above.
Affiliate will immediately notify JVZoo of any current, impending, or potential legal action against it by a third party for matters relating to JVZoo, the Affiliate Program, this Agreement, or any information provided in connection therewith (or any combination of the foregoing) when the same arises.
16. Confidentiality. Subject to the Privacy Policy set forth on the Site, in the course of this Agreement, each party may have access to confidential and proprietary information ("Confidential Information") relating to the Affiliate, JVZoo or Sellers. Each party agrees not to disclose or disseminate the Confidential Information without prior express written consent from the relevant party to whom such Confidential Information relates, except to the extent required by law. The term "Confidential Information" shall include, without limitation, the terms of this Agreement (including pricing and payments) and information regarding existing or contemplated services, products, Sellers, processes, techniques, advertising or know-how, or any information or data developed pursuant to the performance of the services. However, Confidential Information shall not include information that is or becomes part of the public domain through no action or omission of the receiving party, that becomes available to the receiving party from third parties without such receiving party's knowledge of any breach of fiduciary duty, or that the receiving party had in its possession prior to the date of this Agreement. Notwithstanding the foregoing, in no event shall the ratings published by JVZoo on the Site or the Affiliate's sales information and general performance data for Affiliate's participation in the Affiliate Program be deemed Confidential Information.
17. Copyright Infringement. JVZoo has implemented procedures for receiving written notification of claimed infringements of copyright and for processing such claims, in accordance with the Digital Millennium Copyright Act ("DMCA"). To file a copyright infringement notification with Us, You will need to send Us a written communication that includes substantially the following information (see 17 U.S.C 512(c)(3) for further detail, or consult Your legal counsel to confirm these requirements):
1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Site are covered by a single notification, a representative list of such works on the Site;
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit Us to locate the material (the best way to tell Us this is to provide a URL in the body of an email);
4. Information reasonably sufficient to permit Us to contact You, such as an address, telephone number, and, if available, an electronic mail;
5. A statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. A statement that the information in the notification is accurate, and under penalty of perjury, that You are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Such written notice should be sent to JVZoo's designated agent as follows:
Laura Casselman
JVZoo
1809 E. Broadway Street
Suite 125
Oviedo, FL 32765
Phone: (406) 285-8966
Email: support[at]JVZoo.com
The full legal name and physical address of the service provider is as follows:
BBC Systems Inc.
1809 E. Broadway Street
Suite 125
Oviedo, FL 32765
Alternate names the public may be likely to use to search for our designated agent include BBC Systems Inc., JVZoo, and www.JVZoo.com.
Only DMCA notices regarding copyright infringement should go to JVZoo's copyright agent.
Please note that under Section 512(f) of the Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability. You acknowledge and agree that if You fail to fully comply with all of the requirements listed above, Your DMCA notice may not be valid.
If You believe that content You submitted that was removed (or to which access was disabled) is not infringing, or that You have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content, You may send a counter-notification containing the following information to JVZoo's designated copyright agent, at the above address/email:
1. Your physical or electronic signature;
2. Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
3. A statement that You have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
4. Your name, address, telephone number, and email address, a statement that You consent to the jurisdiction of the federal court in Seminole County, Florida, and a statement that You will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by JVZoo's copyright agent, We may send a copy of the counter-notice to the original complaining party informing that party that We may replace the removed content or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at JVZoo's sole discretion.
Please note that under Section 512(f) of the Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. Please also be advised that We enforce a policy that provides for the termination in appropriate circumstances of subscribers who are repeat infringers.
18. Force Majeure. Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party; provided, however, that the party whose performance is affected by any such event gives the other party written notice thereof within three (3) business days of such event or occurrence.
19. General.
a. Entire Agreement. This Agreement, together with the terms for each of the applicable Insertion Orders, constitutes the entire agreement between the parties and supersedes all prior agreements or understandings between the parties.
b. Term. This Agreement shall begin upon Our acceptance of Your Affiliate application and shall remain in effect until terminated by either party. Either party may terminate this Agreement at any time, with or without cause, upon providing written notice of termination to the other party.
c. Governing Law. This Agreement and all rights and obligations arising out of or connected to this Agreement, including matters of construction, validity, and performance, shall be governed by and construed according to the laws of the State of Florida, without regard to its conflicts of laws provisions. Any disputes arising under or relating to this Agreement shall be brought exclusively in the state or federal courts of Seminole County, Florida, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any suit, action, or proceeding arising out of or connected to this Agreement.
d. Waiver. No waiver by either party of any breach of any provision hereof shall be deemed a waiver of any subsequent or prior breach of the same or any other provision.
e. Assignment. Affiliate may not assign any of its rights hereunder without the prior written consent of JVZoo, which consent may be withheld for any reason.
f. Severability. In the event that any provision of this Agreement is found invalid or unenforceable pursuant to any judicial decree or decision, such provision shall be deemed to apply only to the maximum extent permitted by law, and the remainder of this Agreement shall remain valid and enforceable according to its terms.
g. Relationship. The parties agree that JVZoo is acting as an independent contractor in offering its services and managing the Affiliate Program and that the relationship between JVZoo and Affiliate shall not constitute a partnership, joint venture or agency. Neither JVZoo nor any of JVZoo's employees or agents (collectively referred to herein as the "Employees") shall be considered: (i) an employee, agent or legal representative of Affiliate, or (ii) shall have any authority to represent Affiliate or to enter into any contracts or assume any liabilities on behalf of Affiliate. JVZoo retains all the rights and privileges of sole employer of the Employees, including, without limitation, the right to control, hire, discipline, compensate and terminate such Employees. Neither JVZoo nor any of the Employees shall have any right to receive any employee benefits as are in effect generally for Affiliate employees.
h. Amendment. JVZoo reserves the right to change, modify, add or remove portions of this Agreement at any time and may add to, change, suspend or discontinue any aspect of the Affiliate Program at any time. In the event of any material change, JVZoo will notify You via email, newsletter or the Site at least three (3) days prior to any such changes taking effect, at which time You may either agree to such changes or withdraw from the Affiliate Program.
i. No Third Party Benefit. Except as explicitly stated herein, the parties intend that no other person or entity is or shall be entitled to bring any action to enforce any provision of this Agreement against either of the parties, and that the covenants, undertakings, and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties and their respective successors and assigns as permitted hereunder.
j. Headings. Headings herein are used solely for convenience and are not intended nor in any sense are to be given any weight in the construction of the Agreement.
k. Notice. Any notice, communication or statement relating to this Agreement shall be in writing and deemed effective: (i) upon delivery when delivered in person; (ii) upon transmission when delivered by verified facsimile transmission or verified email; or (iii) when delivered by registered or certified mail, postage prepaid, return receipt requested or by nationally recognized overnight courier service to Affiliate at the address provided during the registration process and to JVZoo at the following address:
JVZoo.com
1809 E. Broadway Street
Suite 125
Oviedo, FL 32765
1842957.07.2