Our referral sources are very important to us. The following agreement protects our business while giving you the opportunity to enhance your internet traffic. If you have any questions, please don't hesitate to let us know. We are strong believers in prompt and clear communication. For questions, please email us at firstname.lastname@example.org. Best regards, Nataliya Pustovit, Affiliate Program Manager
RESTRICTIONS AND PROHIBITIONS The following conduct may either result in our denial of your application to be in our Affiliate Program or termination of your membership if you are already in the Affiliate Program:
Your website currently promotes or may in the future contain sexually explicit materials, violence, discrimination, and/or is otherwise used for illegal activities.
You distribute toolbars, browser helper objects, shopping assistance applications, etc.
You do not comply with FTC's Endorsement Guidelines, which require that you must have a reasonable basis for any endorsements and product reviews that you publish. We do not tolerate unfounded critical comparative reviews and any form of disparagement of our competitors' products.
You are engaging in fraud.
You are engaging in spamming.
You are or are operating a paid search campaigns in Google Adwords.
You are or are operating a paid search campaign containing our trademarks in other systems.
You are or are operating cybersquatting and typosquatting.
You are in breach of our Agreement including for coupon usage. Please see paragraph 9 of the Agreement for details.
REFERRAL AGREEMENT - PLEASE READ THE ENTIRE AGREEMENT.
YOU MAY PRINT THIS PAGE FOR YOUR RECORDS. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND Kapsch TrafficCom Services USA, Inc, "Uproad". BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY BOUND AND RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
Overview. This Agreement contains the complete terms and conditions that apply to you as an affiliate ("Affiliate") in Uproad's Affiliate Program. The purpose of this Agreement is to allow HTML linking between your website and the Uproad website and App stores. Please note that throughout this Agreement, "we," "us," and "our" refer to Uproad, and "you," "your," and "yours" refer to you as the Affiliate.
2.1. To begin the enrollment process, complete and submit the online application at the ImpactRadius.com server. All applications are checked and approved manually. We try to do it the day application is sent. We may reject your application at our sole discretion and will do so if you or your site:
2.1.1. promote or display sexually explicit materials;
2.1.2. promote or display violence;
2.1.3. promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
2.1.4. promote or engage in illegal activities;
2.1.5. incorporate any materials that infringe or assist others to infringe on any copyright, trademark, or other intellectual property rights or to violate the law, or appear in our judgement to do the same;
2.1.6. include "Uproad" or variations or misspellings thereof in any domain name that you use or control; we do not grant you and hereby disclaim any license to use our materials in any way other than as expressly granted herein.
2.1.7. otherwise in any way engage in unlawful, harmful, threatening, defamatory, libelous, obscene, harassing, or fraudulent conduct, or other conduct that may be racial, ethnically, or otherwise objectionable to us in our sole discretion;
2.1.8. use software downloads that potentially enable diversions of commission from other members of our Affiliate Program;
2.1.9. create or design your website or any other website that you operate or control explicitly or implicitly in a manner that resembles our website or design your website in a manner that may, in our opinion, lead customers to believe you are Uproad or any of our other affiliated businesses. 2.2. As a member of Uproad's Affiliate Program, you will have access to Account Manager. Here you will be able to review our Program's details, download text and banner creative material, browse and get tracking codes for our deals. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other Affiliate link with which we provide you.
2.3. Uproad reserves the right, at any time, and for any reason, to terminate your participation in the Uproad Affiliate Program and block our HTML link from your site.
2.4. The maintenance and updating of your website is your responsibility.
2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We are not responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third-party rights. You agree to indemnify and hold us harmless from any liability or costs for any claims arising out of your acts or alleged acts that allege copyright infringement by you.
2.6. All members in our Affiliate Program must remain at all times compliant with the Federal Trade Commission (FTC) guidelines on testimonials and endorsements. All endorsements, reviews, testimonials on Uproad's products and services, as well as relationships between other types of content websites (forums, blogs, microblogs, and other Social Media channels) and Uproad must be clearly disclosed in a written statement on your websites. FTC points out that "when there exists a connection between the endorser and the seller of the advertised product," it is imperative that such a connection is "fully disclosed." FTC would deem our relationship as an endorser-sponsor and believes that the end-user has the right to understand that an endorser-sponsor relationship exists. We share the underlying idea of this approach and require you to adhere to the FTC's rules.
Uproad Rights and Obligations
3.1. We may monitor your site to determine if you are following the terms and conditions of this Agreement. We have the right to terminate your participation in the Uproad Affiliate Program if you engage in any of the conduct set forth in Section 2 of this Agreement, otherwise violate the terms and conditions of this Agreement, or for no reason at all in our sole discretion. If we terminate this agreement for breach, Uproad shall not be liable to you for any commissions commencing on the date of your breach, regardless of when this agreement is terminated.
3.2. This Agreement will begin upon our acceptance of your application and will continue unless terminated hereunder.
Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of email. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you. If we terminate for breach we may also pursue any and all legal and/or equitable remedies.
Modification. We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such an event, you will be notified by email. Modifications may include but are not limited to Uproad Affiliate Program rules that we may publish or send to you. If any modification is unacceptable to you, you may terminate this Agreement. Your continued participation in Uproad Affiliate Program following the notice or the posting of our new Agreement on our site will indicate your agreement or rules to the changes.
Payment Uproad uses a third party to handle all of the tracking and payment for the Affiliate Program. The third party is currently Impact.com network. Please review the network's payment terms and conditions as they are applicable to you.
Access to Account Interface Register as a publisher in the ImpactRadius.com network. After that, you will get access to secure account interface. From their site you will be able to receive your reports that will describe our calculation of the commissions due to you.
8.1. You are free to promote your own websites, but naturally, any promotion that mentions Uproad could be perceived by the public or the press as a joint effort. You agree that certain forms of advertising are always prohibited by Uproad, including but not limited to advertising commonly referred to as "spamming", the use of unsolicited commercial email (UCE), postings to noncommercial newsgroups, and crossposting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote Uproad products so long as the recipient is already a customer or subscriber of your services or website, and recipients have the option to remove themselves from future mailings. You may also post to newsgroups to promote Uproad products so long as the newsgroup specifically welcomes commercial messages. At all times, you must clearly represent yourself and your websites as independent from Uproad. If it comes to our attention that you are spamming, we immediately terminate this Agreement and your participation in the Uproad Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
8.2. Pay-Per-Click advertising in Google Adwords is strictly prohibited. Other systems for Pay-per-Click advertisements may be used subject to the terms stated in Section 8.3 below.
8.3 You are not permitted to bid in Pay-Per-Click campaigns on keywords such as uproad.com, uproad, www.uproad and/or any misspellings or similar alterations of these -- be it separately or in combination with other keywords or if you are a Coupon Affiliate (as defined in Section 9 below) in combination with + coupon, + discount and similar key phrases. Bidding on those keywords will be considered a trademark violation and you will be terminated and banned from Uproad Affiliate Program.
8.4. You are not prohibited from keying in a prospect's information into the lead form as long as the prospects' information is real and true and these are valid leads (i.e., sincerely interested in Uproad's service).
8.5. You shall not transmit any so-called "interstitials," "ParasitewareTM," "Parasitic Marketing," "Shopping Assistance Application," "Toolbar Installations and/or Add-ons," "Shopping Wallets," or "deceptive pop-ups and/or pop-unders" to consumers from the time the consumer clicks a qualifying link until such time as the consumer has fully exited Uproad's site (i.e., no page from our site or any Uproad's content or branding is visible on the end user's screen). As used herein "ParasitewareTM" and "Parasitic Marketing" shall mean an application that (a) through accidental or direct intent causes the overwriting of Affiliate and non- Affiliate commission tracking cookies through any other means than a customer- initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing pop ups, commission tracking cookies to be put in place, or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Bing, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of Uproad site in IFrames, hidden links, and automatic pop ups that open Uproad's site; (d) targets text on websites, other than those websites 100 percent owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on websites 100 percent owned by the owner of the application.
8.6. If you are found to be cybersquatting or typosquatting on trademark-related domains you will be terminated and any commissions accrued to you, but unpaid, will be forfeited.
Promotion Restrictions for Coupon Affiliates A "Coupon Affiliate" is an Affiliate whose business model substantially consists of making coupons available. Whether you are classified as a Coupon Affiliate shall be determined by Uproad in its sole discretion. Factors that may lead to classification as "Coupon Affiliate" include, but are not limited to (i) the presence of coupon offerings, especially from many different merchants, on the Affiliate's website, especially if such coupons represent many different merchants and/or are indexed or are organized in a directory; (ii) the presence of certain words (or variations or misspellings thereof) in the website's URL or prominently featured in the website's content, such as "coupons," "deals" or "savings"; (iii) a website that is focused on other merchants and the discounts or promotions offered by them, rather than on products, and that features little original, human-generated content.
9.1. If you are a Coupon Affiliate you are only allowed to use only coupon offers and promo materials provided via Impact.com. Text links may be used in e-mail communication with Coupon Affiliate users.
9.2. Use of unauthorized links or coupon codes (those links or codes not specifically provided to you through Impact.com) by us is prohibited
9.3. You are not allowed to use keywords such as uproad.com, uproad, www.uproad, www.uproad.com and/or any misspellings or similar alterations of such keywords be it separately or in combination with + coupon, + discount and similar key phrases in the domain names. Such actions will be considered trademark violations and you will be terminated
9.4. Posting coupon offers on your website with "reveal the coupon code " or similar phrase that stimulates visitor to click to reveal a coupon code and go to the Uproad's site is prohibited.
Grant of Licenses We grant to you a nonexclusive, nontransferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement, and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Uproad Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Uproad and the goodwill associated therewith will inure to the sole benefit of Uproad.
Disclaimer UPROAD MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING UPROAD SERVICE AND WEBSITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. SERVICE IS PROVIDED ON AN “AS-IS” BASIS. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
Representations and Warranties You represent and warrant that:
12.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms. 12.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party.
Limitations of Liability IN NO EVENT SHALL WE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL UPROAD`S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
Indemnification You hereby agree to indemnify and hold harmless Uproad and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site or your business.
Confidentiality All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement, which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
Disputes Any dispute relating in any way to this Agreement will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The United States Federal Arbitration Act and federal arbitration law and the laws of the state of California, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and us. There is no judge or jury in arbitration and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to us. The arbitration will be conducted by the American Arbitration Association ("AAA") under its rules. The AAA's rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. Notwithstanding anything to the contrary in this Agreement, we may seek injunctive or other relief in any state, federal or national court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity's intellectual property or proprietary rights. You further acknowledge and agree that our rights in the Content are of a special, unique, extraordinary character, giving them particular value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.
17.1. You agree that you are an independent contractor and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Uproad. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your website or any other of your websites or otherwise, that reasonably would contradict anything in this Section.
17.2. You may not assign your rights or obligations under this Agreement to any party, except with prior notice to us and our consent. 17.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without regard to the conflicts of laws and principles thereof.
17.4. This Agreement represents the entire agreement between us and you and shall supersede all prior agreements and communications of the parties, oral or written.
17.5 The headings and titles contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.
17.6. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.
This is an amendment to Schedule 1 of the Master Campaign Agreement. Coupon affiliates must prevent Uproad coupon pages from being indexed by search engines. To do so coupon affiliates must add "no index" meta tags to pages where Uproad coupons are promoted. Please check paragraph 9.1 for details. More information on "no index" meta tags can be found at the URL below: https://support.google.com/webmasters/answer/93710?hl=en.