This Affiliate Agreement ("Agreement") is made between ProLooper.com and the participating web affiliate in ShareASale ("Affiliate").

Background:

Affiliate and ProLooper.com are each enrolled in ShareASale.

Affiliate and ShareASale each desire to establish the general terms and conditions which shall govern advertising and commission arrangements between Affiliate and ShareASale which result from their participation in ShareASale .

Terms and Conditions:

In consideration of the premises set forth below, we agree as follows:

• Offers and Engagements.
  • From time to time, ProLooper.com may post on ShareASale offers to pay to other participants a specified commission in return for certain advertising services leading to a Qualifying Link (defined below). If such offers receive an identification number from ShareASale they shall be deemed to be an "Offer" for purposes of this Agreement. The term "Offer" shall also include any counter-offers resulting from an Offer.
  • If an Offer made by one party is accepted by the other party in accordance with the Offer’s terms via ShareASale, an "Engagement" will have been formed. Each Engagement shall have the same identification number as the original Offer that lead to the Engagement and shall be governed by the terms and conditions of this Agreement. However, in the event of any inconsistency between the terms of the specific Engagement and terms of this Agreement, the terms of the Engagement shall govern.
  • At any time prior to Affiliate providing a Qualifying Link, ProLooper.com may with or without notice (1) change, suspend or discontinue any aspect of an Offer or an Engagement or (2) remove, alter, or modify any graphic or banner ad submitted by ProLooper.com for an Offer or an Engagement. Affiliate agrees to promptly implement any request from ProLooper.com to remove, alter or modify any graphic or banner ad submitted by ProLooper.com that is being used by Affiliate as part of an Engagement. No further commissions shall be generated upon the earlier of: the implementation of the directive under such notice; or twenty fours following such notice.
• Affiliate’s Responsibilities.
  • Affiliate will link its site to areas within ProLooper.com site using special URLs specified in the Engagement (the "Required URLs"). Affiliate may post as many links to the Required URLs and the rest of ProLooper.com's site as it likes on Affiliate’s site. The position, prominence and nature of links on the Affiliate’s site shall comply with any requirements specified in the Engagement, but otherwise will be in the discretion of Affiliate.
  • Affiliate agrees not to make any representations, warranties or other statements concerning ProLooper.com, ProLooper.com’s site, any of ProLooper.com’s products or services, ProLooper.com’s site policies, or alter ProLooper.com’s site, except as expressly authorized by the Engagements. Furthermore, Affiliate may not make any representations or create an appearance (express or implied) that a visitor to its site is visiting ProLooper.com’s site. ProLooper.com has the sole right to process any orders made by Customers. Any such Customers who buy through this program shall be deemed customers of ProLooper.com.
  • Affiliate is responsible for notifying ProLooper.com and ShareASale of any malfunctioning of the Required URLs or other problems with Affiliate’s participation in the Engagement. Affiliate is also responsible for the development, operation and maintenance of its site.
  • To protect the integrity of the reputation of ProLooper.com, Affiliates as well as the ProLooper.com brand name, you may not promote your Website via certain forms of indiscriminate advertising, commonly referred to as "spamming." Accordingly, you may not promote your Website via postings to non-commercial newsgroups or cross-postings to multiple newsgroups at once.
  • Notwithstanding the foregoing, you may promote your Website via mailings to recipients who are already customers or subscribers to your Website's services, provided that the recipients have the option to remove themselves from future mailings. Further, you may promote your Website via newsgroup postings to newsgroups that specifically welcome commercial messages (when in doubt, consult the newsgroup FAQ or moderators to be sure that such a message is acceptable in that newsgroup).
  • In addition, you may not:
    • Purchase or register search engine keywords, AdWords, search terms or other identifying terms and domain names that include the phrase " ProLooper.com" or other trademarks of ProLooper.com, for use in any search engine, portal, sponsored advertising service or other search or referral service.
    • Cause or enable any sales to be made that are not in good faith, including, but not limited to, by means of any device, program, robot, Iframes, hidden frames, and redirects.
• Commissions.
  • ProLooper.com agrees to pay Affiliate the commission specified in the Engagement when ProLooper.com sells to a visitor to ProLooper.com’s site (a "Customer"), a product or service that is the subject of the Engagement and if that Customer has accessed ProLooper.com’s site and purchased the product or service online via a Qualifying Link. Commissions are not calculated on any shipping and handling charges, taxes and returns. Commissions are paid according to the terms set forth in the Offer. Should a return occur for a sale made during such payment cycle subsequent to payment of commissions for that payment cycle, then the commission paid on such returns will be credited back to ProLooper.com during the next applicable payment cycle. If commissions are paid on any returns that occur after termination of this Agreement and any Engagements and after final payment of commissions, then ProLooper.com shall issue an invoice to Affiliate for said amounts, which Affiliate agrees to pay to ProLooper.com within thirty days of receipt of such invoice.
  • A "Qualifying Link" is a link from Affiliate’s site to ProLooper.com using one of the Required URLs or any other URL provided by ProLooper.com for use in ShareASale if it is the last link to the ProLooper.com’s site that the Customer uses during a Session where a sale of a product or a service to Customer occurs. A "Session" is the period of time beginning from a Customer’s initial contact with ProLooper.com’s site via a link from the Affiliate’s site and terminating when the Customer either returns to the ProLooper.com’s site via a link from a site other than Affiliate’s site, the time specified in the Engagement relating to such Qualifying Link or the Engagement expires or is terminated.
  • ProLooper.com shall have the sole right and responsibility for processing all orders made by Customers. Affiliate acknowledges that all agreements relating to sales to Customers shall be between ProLooper.com and the Customer. ProLooper.com may modify its site at any time.
  • All determinations of Qualifying Links and whether a commission is payable will be made by ShareASale and will be final and binding on both ProLooper.com and Affiliate. Prices for the products will be set solely by ProLooper.com at its discretion and ProLooper.com does not guarantee the availability of any products.
• Ownership and Licenses.
  • Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.
  • ProLooper.com grants Affiliate a revocable, nonexclusive, nontransferable, worldwide license to use, reproduce and transmit the name, logos, trademarks, service marks, trade dress, images and proprietary technology, as designated in the Engagement or during the registration process in ShareASale, on Affiliate’s site solely for the purpose of creating links from Affiliate’s site to ProLooper.com’s site during Engagements. Except as expressly set forth in this Agreement, Affiliate may not copy, distribute, modify, alter, reverse engineer, or create derivative works from the same. Affiliate may not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void.
  • Affiliate grants ProLooper.com a nonexclusive, worldwide, royalty-free license to use, reproduce and transmit any graphic or banner ad submitted by Affiliate solely for co-branding purposes or as a return link from ProLooper.com’s site to Affiliate’s site. ProLooper.com will remove such graphic or banner ad upon Affiliate’s request.
• Termination.
  • Either party may terminate any Engagement at any time by deleting their acceptance of the Engagement through ShareASale. Termination of an Engagement shall not terminate this Agreement or any other Engagement.
  • Either party may terminate this Agreement at any time, for any reason, provided that they provide at least five days’ prior written notice of such termination to the other party and ShareASale. Termination of this Agreement shall also terminate any outstanding Engagements. However, all rights to payment, causes of action and any provisions which accrued prior to termination, shall survive termination of this Agreement. Any violations by either party of the licenses granted hereunder may result in immediate termination by the nonbreaching party.
  • Upon termination of this Agreement for any reason, Affiliate will immediately cease use of, and remove from its site, all links to ProLooper.com’s site, and all ProLooper.com trademarks, trade dress and logos, and all other materials provided by or on behalf of ProLooper.com to Affiliate pursuant hereto or any Engagement.
• Representations.
  • Each party represents to the other that (1) it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby, and (2) any material which is provided to the other party and displayed on the other party’s site will not
    • infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy;
    • violate any applicable law, statute, ordinance or regulation;
    • be defamatory or libelous;
    • be lewd, pornographic or obscene;
    • violate any laws regarding unfair competition, anti-discrimination or false advertising;
    • promote violence or contain hate speech; or
    • contain viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. ProLooper.com does not represent that its site is error free or that access to it will be uninterrupted.
  • EXCEPT FOR THE ABOVE REPRESENTATIONS, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
• Cross-Indemnification.
  • Each party hereby agrees to indemnify, defend and hold harmless the other party and its affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys’ fees) brought by a third party, arising out of a breach, or alleged breach, of any of the indemnifying party’s representations or obligations herein. The indemnitee shall provide to the indemnitor: prompt written notice of any such claims; reasonable cooperation in the defense of any such claims; and, the right to defend and/or settle any such claims provided no such settlement imposes any liability on the indemnitee.
• ShareASale Required Provisions.
  • Affiliate hereby agrees to indemnify, defend, and hold harmless ShareASale its affiliates, officers, directors, employees and agents (collectively, "ShareASale") from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys’ fees) directly or indirectly arising from or relating to any Offer, Engagement, any other matter related to this Agreement or the subject matter hereof any dispute relating thereto.
  • ShareASale may rely on any data, notice, instruction or request furnished to ShareASale by Affiliate which is reasonably believed by ShareASale to be genuine and to have been sent or presented by a person reasonably believed by ShareASale to be authorized to act on behalf of one of the parties. In the event of any dispute between the parties, Affiliate agrees that to the extent the parties contact and involve ShareASale, ShareASale may consult with and use counsel of its own choice in connection with such dispute and the reasonable fees and disbursements of ShareASale 's’ counsel shall be within the costs and disbursements covered by the indemnity specified in Section 8.1 above.
  • The parties acknowledge and agree that this Agreement and the Engagements are only made possible due to ShareASale.
• Limitation of Liability.
  • In no event shall either party be liable to the other party for any direct, indirect, special, exemplary, consequential or incidental damages, including loss of business opportunity or profits, even if informed of the possibility of such damages. ProLooper.com’s total cumulative liability hereunder and under the Engagements shall not in any event exceed the commissions paid to Affiliate during the twelve months immediately preceding such alleged liability. This limitation does not apply to claims for personal injury (including death) or to the indemnities set forth above. In addition, the limitation on direct damages does not apply to violations of the licenses granted herein or breach of the representations set forth in section 6.a above.
  • Affiliate agrees that ShareASale and ShareASale Corporation and its affiliates, officers, directors, employees and agents shall not be liable to either party for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages.
• General.
  • Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.
  • This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of ProLooper.com’s headquarters. Any action to enforce this Agreement shall be brought in the federal or state courts located in that state. If you need to send official correspondence, send it via registered mail to ProLooper.com’s headquarters to the attention of ProLooper.com’s president.
  • This Agreement represents the entire agreement between the parties and supersedes any and all prior oral or written negotiations and agreements between them with respect to this subject matter. This Agreement can only be modified or amended through a written instrument prepared by ProLooper.com and accepted by Affiliate. The parties agree that execution may be achieved in any format convenient to the parties.
  • The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.
  • Neither party shall be liable for any delays due to Acts of Force Majeure to the extent such acts cause the delay(s).