Affiliate Marketing Agreement
AGREEMENT (this 'Agreement') by and between 3 Click Ventures, Inc dba Avenue Link , a
corporation, known as (Advertiser ) having offices at 382 NE 191st St, Ste 75789 Miami, FL 33179,
and Affiliate, with information provided upon registering at www.avenuelink.com
WHEREAS, ADVERTISER wishes to engage AFFILIATE to perform the Sales and Marketing
Services, and ADVERTISER wishes to accept such engagement, upon the terms and subject to
NOW, THEREFORE, in consideration of the premises and mutual covenants and conditions
contained herein the parties, intending to be legally bound, agree as follows:
· Term of Agreement. The term of this Agreement commences on the Acceptance Date, which
is defined by accepting this agreement.
· Terms of Payment. AFFILIATE will invoice ADVERTISER based on amounts set forth in
AFFILIATE’s log in account with ADVERTISER, located at www.avenuelink.com, and as
provided by ADVERTISER’s reporting and tracking system. Payment set forth in AFFILIATES
account located at www.avenuelink.com , shall be made to AFFILIATE 30 days from the end
of each calendar month in which a transaction has occurred. All payments due hereunder are
in US dollars and are exclusive of any applicable taxes. If Advertiser is acting as an agency for
another client, and client fails to pay Advertiser all payments due to affiliate will be suspended
until Advertiser obtains payment from Advertisers client. AFFILIATE, will allow ADVERTISER
to assign any outstanding balances to AFFILIATE if ADVERTISER is acting as a third party or agency of record.
To the extent that Publisher fails to invoice Avenue Link with respect to a particular Avenue Link Report within ninety (90) days after its receipt thereof, Publisher shall not be entitled to any payments associated with such Avenue Link Report.
No payments shall be made to AFFILIATE, and AFFILIATE agrees to forfeit any such
payments, if ADVERTISER determines, in its reasonable discretion, that any Action is: i.
Incomplete; ii. Contains duplicate information in any respect; iii. Made by a person residing
outside of the United States (unless expressly allowed by the Offer’s terms); iv. Made by a
person under the age of 18 (unless expressly allowed by the Offer’s terms); v. The product of
an Offer containing an unapproved alteration; vi. Incentivized, unless the offer is an incentivized
offer; or vii. Fraudulent, involves the use of Prohibited Conduct or is otherwise invalid. To the
extent that excluded actions are limited to one or more Sub-AFFILIATEs, then AFFILIATE’s
forfeiture of payment shall be limited to such Sub-AFFILIATEs. c. Tracking. ADVERTISER
utilizes a tracking system that will log consumer responses and calculate the number of Actions.
· ADVERTISER's Representations. ADVERTISER represents and warrants to AFFILIATE
that ADVERTISER holds all necessary rights to permit the use of the advertisement by
AFFILIATE for the purpose of this Agreement; and that the use, reproduction, distribution,
transmission or display of advertisement, any data regarding users, and any material to which
users can link, or any products or services made available to users, through or as a result of
the advertisement will not (a) violate any criminal, (b) contain any material that is unlawful or
otherwise objectionable, including without limitation any material that encourages conduct that
would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable
law or code, or (c) use any trademark, trade name, or corporate name of AFFILIATE without the
prior written consent of AFFILIATE.
· Right to Reject Advertisement; Positioning. All contents of advertisements are subject to
AFFILIATE's approval. AFFILIATE reserves the right to reject or cancel any advertisement,
Insertion Order, URL link, space reservation or position commitment, at any time, for any reason
whatsoever (including belief by AFFILIATE that any placement thereof may subject AFFILIATE to criminal or civil liability).
5. Can Spam Compliance. The parties hereby represent and warrant that they shall at all times
fully comply with all applicable statutes, rules and regulations with respect to their respective
businesses including, without limitation, the CAN-SPAM Act of 2003, laws governing deceptive
trade practices and/or online marketing and/or advertising. Advertiser agrees to maintain a
regularly updated suppression list containing current unsubscribe requests in conformance
with the CAN-SPAM Act of 2003. Further, Advertiser specifically agrees to provide Affiliate with
updated suppression files at a minimum of once per week. Affiliate agrees to NOT perform an
email-marketing program without downloading the suppression located in AFFILIATES account
located at www.avenuelink.com, OR through a link supplied by ADVERTISER. AFFILIATE
shall use the suppression list to remove individuals who have lawfully “opted out” of receiving
Offers from a particular advertiser, so that those individuals are excluded from any email
distribution by AFFILIATE. Thereafter, at least every seven days, AFFILIATE shall download
and use the most current suppression list for an Offer. AFFILIATE shall never use suppression
lists for any purpose except to remove email addresses from its distribution lists.
· Indemnification. Each party (the “Indemnifying Party”) agrees to indemnify, defend and
hold harmless the other party (the “Indemnified Party”) from and against any and all claims,
direct costs, losses, damages, liabilities and expenses, including reasonable attorneys’ fees,
arising from or related to a breach of the Indemnifying Party’s obligations under the Agreement,
including the representations and warranties contained herein.
Indemnity Procedures. If any action will be brought against the Indemnified Party in respect to
any allegation for which indemnity may be sought from the Indemnifying Party, the Indemnified
Party will promptly notify the Indemnifying Party of any such claim of which it becomes aware
and will: (i) provide reasonable cooperation to the Indemnifying Party at the Indemnifying Party's
expense in connection with the defense or settlement of any such claim; and (ii) be entitled
to participate at its own expense in the defense of any such claim. The Indemnified Party
agrees that the Indemnifying Party will have sole and exclusive control over the defense and
settlement of any such third party claim. However, the Indemnifying Party will not acquiesce to
any judgment or enter into any settlement that adversely affects the Indemnified Party’s rights or
interests without the prior written consent of the Indemnified Party.
· Confidentiality. During the term of this Agreement, and until such time as the "Confidential
Information" (as defined below) is no longer protected as a trade secret under the laws of
Florida, neither party will use or disclose any 'Confidential Information' of the other party
except as specifically contemplated herein. 'Confidential Information' means information that:
(1) is sufficiently secret to derive economic value, actual or potential, from not being generally
known to other persons who can obtain economic value from its disclosure or use; and (2) is
the subject of efforts that are reasonable under the circumstances to maintain its secrecy or
confidentiality. Subject to the foregoing, Confidential Information shall include, without limitation,
technical or non-technical data, a formula, pattern, compilation, program, device, method,
technique, drawing, process, financial data, or list of actual or potential customers or suppliers,
the advertisement before publication, and the terms of the Insertion Order. Confidential
Information does not include information that: (i) has been independently developed by the
receiving party without access to the other party's Confidential Information; (ii) has become
publicly known through no breach of this Section by the receiving party; (iii) has been rightfully
received from a third party authorized to make such disclosure; (iv) has been approved for
release in writing by the disclosing party; or (v) is required to be disclosed by a competent legal
or governmental authority. At the request of the disclosing party, the receiving party shall return
all of the disclosing party's Confidential Information to the disclosing party.
· Termination; Effect of Termination. In the event of a material breach by either party,
either party may terminate this Agreement immediately without notice or cure period, without
liability to the other. In the event of any termination, ADVERTISER shall remain liable for any
amount due based on AFFILIATE revenue located in AFFILIATE’s online reporting located at www.avenuelink.com
· No Warranty. AFFILIATE MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH
RESPECT TO ANY MATTER, INCLUDING WITHOUT LIMITATION ADVERTISING AND
OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS
OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR
PURPOSE. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, ADVERTISER
EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING
THE PERFORMANCE, AVAILABILITY, FUNCTIONALITY OR ANY OTHER ASPECT OF ADVERTISER'S SERVICE.
· Limitations of Liability ; ADVERTISER’S AGGREGATE LIABILITY UNDER THIS
AGREEMENT FOR ANY CLAIM IS LIMITED TO THE AMOUNT RECEIVED BY AFFILIATE
FROM ADVERTISER FOR THE INSERTION ORDER GIVING RISE TO THE CLAIM. Without
limiting the foregoing, AFFILIATE shall have no liability for any failure or delay resulting from
any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion,
embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption
of any kind, work slowdown or any other condition affecting production or delivery in any
manner beyond the control of ADVERTISER. ADVERTISER acknowledges that AFFILAITE has
entered into this Agreement in reliance upon the limitations of liability set forth herein and that
the same is an essential basis of the bargain between the parties.
· Audit Rights. ADVERTISER shall keep proper records and books of account relating to
the computation of payments to be made hereunder. AFFILIATE or its designee may inspect
such records to verify reports. Any such inspection will be conducted in a manner that does
not unreasonably interfere with ADVERTISER’s business activities and, except as provided
below, shall be conducted no more frequently than once every six months. ADVERTISER shall
immediately make any overdue payments disclosed by the audit.
· Construction. No term or condition other than those set forth in the Standard Terms or in the
Insertion Order relating to advertisement scheduling and pricing shall be binding on AFFILIATE
unless in writing signed by duly authorized representatives of the parties. This Agreement
constitutes the entire agreement between the parties concerning the subject matter hereof and
supersedes all prior and contemporaneous agreements and communications, whether oral or
written, between the parties relating to the subject matter hereof, and all past courses of dealing
or industry custom. The terms and conditions hereof shall prevail exclusively over any written
instrument submitted by ADVERTISER, including AFFILIATE’s insertion order, and AFFILIATE
hereby disclaims any terms therein, except for terms therein relating to advertisement scheduling and pricing.
· Miscellaneous. This Agreement shall be governed by and construed in accordance with
the laws of Florida. This Agreement may be amended only by a writing executed by a duly
authorized representative of each party. ADVERTISER shall make no public announcement
regarding the existence or content of the Insertion Order without AFFILIATE’s prior written
approval, which approval shall not be unreasonably withheld. Any notices under this Agreement
shall be sent to the addresses set forth in the Insertion Order (or in a separate writing) by
facsimile or nationally-recognized express delivery service and deemed given upon receipt. The
waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent
breach or default, and will not act to amend or negate the rights of the waiving party. If any
provision contained in this Agreement is determined to be invalid, illegal or unenforceable in
any respect under any applicable law, then such provision will be severed and replaced with a
new provision that most closely reflects the original intention of the parties, and the remaining
provisions of this Agreement will remain in full force and effect.