Defense Soap LLC Corporate Affiliate Agreement & AFFILIATE TERMS OF SERVICE

 

INTRODUCTION

You ("Publisher" or "you") and Defense Soap, LLC, 3390 Liberty Ave. Vermilion, OH 44089, Tel (866) 544-1689 Defense Soap have each entered into a service agreement with Defense Soap, LLC. Publisher has entered into a "Publisher Service Agreement" with Defense Soap for its participation in the Network Service. This Defense Soap Corporate Affiliate Agreement ("Affiliate Agreement") is applicable to Publisher's membership in the Defense Soap Corporate Affiliate "Program" (as defined in the Publisher Service Agreement) and modifies certain terms and conditions of the Publisher Service Agreement with respect to Publisher's participation in Defense Soap’s Affiliate Program only. Publisher acknowledges that it may participate in Defense Soap’s Affiliate Program only under the terms and conditions set forth below and that subsequent to Publisher accepting this Affiliate Agreement, Defense Soap will, in its sole discretion, determine whether or not to accept Publisher into Defense Soap’s Affiliate Program. If Defense Soap rejects Publisher's application, Publisher may reapply to the Program upon compliance with this Affiliate Agreement and correction of the basis for rejection. Any Defense Soap content, trademarks, logos, service marks, trade dress, slogans, copyrighted or other proprietary material, or links contained therein, that are authorized by Defense Soap to be provided to Publisher through the Network Service is considered "Defense Soap Content."

 

AGREEMENT

For value received, Publisher covenants to Defense Soap as follows:

 

1. INCORPORATION

The introductory paragraph above is incorporated herein, and any capitalized term herein that is not defined will have the meaning set forth in the Publisher Service Agreement.

 

2. ORDER OF PRECEDENCE

In the event of an inconsistency between the Publisher Service Agreement and this Affiliate Agreement, this Affiliate Agreement will control.

 

3. ONGOING COMPLIANCE

Publisher's continuing compliance with this Affiliate Agreement is a condition of continuing participation in the Program. Defense Soap reserves the right to review and audit Publisher's Web site and/or advertising practices from time to time to determine if Publisher is in continued compliance with this Affiliate Agreement. Publisher's Web site must be and remain fully functional. Defense Soap may reject or terminate Publisher if its website is not live, is "under construction," or if Publisher's website is a personal homepage or personal website.

 

4. COMMISSION

Publisher will be paid the Commission set forth in the Publisher Application and Program Terms as determined by Defense Soap and displayed on the Network Service at the time of the qualifying transaction, according to the terms set forth in the Publisher Service Agreement. Publisher acknowledges that notwithstanding anything to the contrary in the Publisher Service Agreement, there may be up to 14 days of delay between the reporting of the qualifying transaction and the reporting of Publisher's commission through Publisher's Account page in the Network Service, and adjustments for chargebacks may be made up to 40 days after the reporting of the qualifying transaction.

 

5. ADULT CONTENT AND OTHER UNACCEPTABLE CONTENT

Publisher may not post adult-oriented content on any page on which the Defense Soap content appears. Defense Soap considers content to be "adult" if it contains nudity or obscenity, sexually explicit, pornographic, or lewd material, or is otherwise intended for sexual gratification or is inappropriate for minors, as determined in Defense Soap’s Affiliate sole discretion. Publisher may not post any offensive content or incorporate images or content that is in any way harmful, threatening, obscene, harassing or racially, ethnically or otherwise objectionable, or promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, as determined in Defense Soap’s Affiliate sole discretion.

 

6. USE OF DEFENSE SOAP CONTENT; PROHIBITED ACTIVITIES

Notwithstanding Section 4 of the Defense Soap Publisher Service Agreement entitled, "Proprietary Rights and Licenses," Publisher agrees that it is sub-licensed only the exact Defense Soap Content provided by Defense Soap through the Network Service and only in the form and manner available from and as specified in the Network Service. Publisher is not granted any other rights to use any intellectual property of Defense Soap. Defense Soap shall have complete discretion to evaluate Publisher's use and to decide whether that use violates any applicable terms and conditions of this Agreement or any provision of law.
(a) Publisher may not distribute, transfer, sub-license or otherwise use Defense Soap Content in any manner which is not specifically authorized by this Affiliate Agreement or which is inconsistent with any term of this Agreement or provision of law.

(b) Publisher acknowledges that Defense Soap owns and will retain all right, title, and interest in the Defense Soap Content, including, without limitation, any proprietary rights which may be developed in the future. Publisher's use of Defense Soap Content inures exclusively to the benefit of Defense Soap, and Publisher obtains no rights in Defense Soap Content via Publisher's use thereof.

(b) Publisher acknowledges that Defense Soap owns and will retain all right, title, and interest in the Defense Soap Content, including, without limitation, any proprietary rights which may be developed in the future. Publisher's use of Defense Soap Content inures exclusively to the benefit of Defense Soap, and Publisher obtains no rights in Defense Soap Content via Publisher's use thereof.

(c) Publisher will ensure that the presentation of the Defense Soap Content is consistent with Defense Soap’s Affiliate own use of the Defense Soap Content in comparable media. Publisher promptly and at Publisher's expense will make any changes to its use of the Defense Soap Content as are requested by Defense Soap.

(d) Publisher will not make any material alteration, and will not remove or modify any trademark, service mark, or privacy policy link or other notices from the Defense Soap content. Publisher will use best efforts to replace any Defense Soap content displayed on its site with any new Defense Soap content provided by Defense Soap immediately after receiving notice from Defense Soap or from the Network Service of the new Defense Soap content, but in no event more than within 30 days after receiving notice from Defense Soap.

(e) Publisher will not present or use Defense Soap content that, in Defense Soap’s Affiliate sole discretion: (i) could be interpreted to suggest Publisher's editorial content has been authored by or represents the views or opinions of Defense Soap or Defense Soap’s Affiliate representatives; (ii) in a manner that is misleading, defamatory, libelous, obscene, or otherwise objectionable; (iii) in a way that infringes, derogates, dilutes, or impairs the rights of Defense Soap or any third party; (iv) as part of a name of a product or service of a company other than Defense Soap; or (v) in any other manner inconsistent with any term of this Agreement or with any provision of law.

(f) Publisher may bid on search terms available from websites, search engines or other directory or referral services (e.g., Defense Soap Search Marketing, Google, etc., collectively "Search Engines"), provided that (i) Publisher's search terms, listing titles and descriptions, and the content of their Web sites do not violate the trademark, copyright or any other rights of Defense Soap or any third party, as determined by Defense Soap in its sole discretion; and (ii) Publisher complies with the following guidelines, as determined by Defense Soap in its sole discretion:

 

7. MATERIAL BREACH

In addition to the list of material breaches in Section 2.3 [numbered a-k] of the Publisher Service Agreement, Publisher agrees that Defense Soap may terminate Publisher from its Program immediately, and that Publisher shall forfeit to Defense Soap all monies resulting therefrom, if [as determined by Defense Soap in its sole discretion]

[a] Publisher has become or is threatened to become a litigant in an action which will adversely affect Defense Soap’s Affiliate business; or

[b] Publisher sends unsolicited commercial email to Defense Soap’s Affiliate users or relating to Defense Soap in any way, hijacks, diverts or captures user traffic, provides false account information, falsely increases the number of Transactions - or

[c] Publisher fails to comply with any provision of this Affiliate Agreement or the Publisher Service Agreement, violates any right of any third party, or violates any provision of law.

 

8. NO REPRESENTATIONS

For the avoidance of doubt, the last sentence of Section 4.1 of the Publisher Service Agreement does not apply to the Defense Soap-Publisher relationship. Further, Publisher agrees that it shall not, without the express written consent of Defense Soap, [a] make statements that it is doing business with Defense Soap or any of Defense Soap’s Affiliate affiliates, or [b] use any distinctive brand features of Defense Soap with any such permitted statement, and Publisher agrees to not make any representations, warranties or other public statements concerning Defense Soap, Defense Soap’s Affiliate website, product or services [including but not limited to pricing information, special offers, discounts, and testimonial text], Defense Soap content, or Defense Soap’s Affiliate policies except as specifically permitted herein.

 

9. TERM AND TERMINATION

The term of this Affiliate Agreement shall be continuous, unless and until either party properly terminates this Affiliate Agreement, as follows:

[i] Defense Soap may provide Publisher with written notice of termination for any cause whatsoever, or for no cause; or

[ii] Publisher may use the automated system within the Network Service to terminate its participation in the Program at any time without notice to Defense Soap. Upon termination of this Affiliate Agreement, Publisher must immediately remove and cease using any Defense Soap content, program links or other distinctive brand features of Defense Soap. Defense Soap intends to terminate this Affiliate Agreement with any Publisher that fails to generate commissions during any consecutive 120 day period. Following termination of this Affiliate Agreement, Publisher agrees to forfeit to Defense Soap any amount that was earned from Defense Soap in breach of this Agreement or the Publisher Service Agreement, and for any costs of collecting same, including attorneys' fees.

 

10. RESPONSIBILITY FOR SITE/INDEMNIFICATION

Publisher will be solely responsible for the development, operation, and maintenance of its website[s] and for all content that appears on Publisher's website[s]. For example,

Publisher will be solely responsible for:

- technical operation of Publisher's website(s) and all related equipment;

- placement of links to Defense Soap as described above;

- accuracy, timeliness, and appropriateness of content posted on Publisher's website[s]

- ensuring that materials posted on Publisher's website[s] do not violate or infringe upon the rights of any third party [including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights] - and- ensuring that content posted on Publisher's website[s] is in compliance with this Affiliate Agreement, and not libelous or otherwise illegal. Defense Soap disclaims all liability for these matters. Further, Publisher agrees to indemnify and hold Defense Soap, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from all claims, damages, demands, and expenses [including, without limitation, attorneys' fees] relating to the development, operation, maintenance, and contents of Publisher's website, use of the Defense Soap's content. Violation of this Affiliate Agreement, or violation of any right of another party or any provision of law. Publisher will permit Defense Soap, at its election, to assume and control the defense of any such claim at Publisher's cost. Publisher may not take any action inconsistent with this provision, and may not settle any claim relating to Defense Soap without Defense Soap’s Affiliate prior written consent.

 

11. MODIFICATIONS

Defense Soap may modify any provision[s] of this Affiliate Agreement upon seven [7] days notice by notifying Publisher in writing, which may be through the Network Service. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures, Program rules, and amendments to the terms of this Affiliate Agreement. If any modification is unacceptable to Publisher, then Publisher may terminate this Affiliate Agreement through the Network Service. Publisher's continued participation in the Program and compliance with such change[s] following Defense Soap’s Affiliate notification will constitute Publisher's legally binding acceptance of such change.

 

12. CONFIDENTIALITY

The terms and conditions of this Affiliate Agreement and the Program Terms, including any information and statistics regarding Publisher's participation in the Program, are strictly confidential and may not be disclosed by Publisher to any third party. The restrictions in this Section 15 will not apply to confidential information that is required to be disclosed by the Publisher pursuant to judicial order or other compulsion of law, provided that Publisher shall provide to Defense Soap prompt notice of such order and provided that Publisher shall reasonably seek to maintain confidentiality of the disclosure via an appropriate protective order.

 

13. GENERAL

The Publisher Service Agreement, the Defense Soap’s Affiliate detail page on the Network Service and this Affiliate Agreement constitute the entire agreement between Publisher and Defense Soap and govern participation in the Program, superseding any prior agreements between Publisher and Defense Soap. This Affiliate Agreement and the relationship between Publisher and Defense Soap shall be governed by the laws of the State of Ohio without regard to its conflict of law provisions. Notwithstanding the choice of venue in the Publisher Service Agreement, Publisher and Defense Soap agree to submit to the personal jurisdiction of the courts located within the county of Cuyahoga, Ohio. The failure of Defense Soap to exercise or enforce any right or provision of this Affiliate Agreement shall not constitute a waiver of such right or provision. If any provision of this Affiliate Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Affiliate Agreement remain in full force and effect. Publisher will not assign, transfer, sub-license, or otherwise delegate its rights under this Affiliate

Agreement without the prior written consent of Defense Soap. Any such assignment, transfer, sublicense or delegation in derogation of this provision shall be null and void.

 

14. PUBLISHER INFORMATION

Publisher authorizes Defense Soap to provide to Defense Soap LLC any and all information provided by Publisher to Defense Soap or otherwise obtained or created by Defense Soap in relation to Publisher at any time.
BY APPLYING FOR THE DEFENSE SOAP AFFILIATE PROGRAM AND CLICKING ON THE "I ACCEPT" ICON BUTTON YOU, PUBLISHER, ARE SIGNIFYING YOUR AGREEMENT TO BE BOUND BY THIS AFFILIATE AGREEMENT TO THE SAME EXTENT AS IF YOU HAD PERSONALLY SIGNED THIS DOCUMENT.

 

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