ColdCash Affiliate Program Terms & Conditions

Please take the time to read our terms of agreement before registering to become a part of our Affiliate Program. This document should clarify any questions or concerns you might have before deciding to apply to the Program. ColdCash Affiliate Program Terms & Conditions This Agreement contains the complete terms and conditions that apply to your participation in the W3i ColdCash Affiliate Program (the “Program”). As used in this Agreement, “we”, “our”, “us” or “W3i” means W3i, LLC and “you” or “your” refers to you, the Affiliate. 1. Enrollment in the Program. To begin the enrollment process you must submit a completed application via the ColdCash Affiliate website http://publisher.w3i.com . We may reject your application if we determine, in our sole discretion, that your site is unsuitable. If we accept your application and your site is thereafter determined to be unsuitable for the Program, we may immediately terminate this Agreement and your participation in the Program. If we reject your application or terminate your participation in the Program, you can to reapply after 90 days. 2. Link Arrangement. (a) W3i makes links available to you for your use on your websites only (“W3i Links”). You shall comply with W3i’s requirements when posting links. You are solely responsible for properly displaying links. W3i may change its requirements from time to time. (b) W3i reserves the right, in its sole discretion, to remove, alter, or modify any W3i Link. Affiliate agrees to implement any request from W3i within two (2) business days. (c) Affiliate agrees not to modify any W3i Link in any way without the express written consent of W3i. Affiliate is responsible for notifying W3i via e-mail at PublisherSolutions@W3i.com of any malfunctioning of the Required W3i Link. 3. Campaigns. Each Campaign shall have a unique identification number and shall be governed by the terms and conditions of this Agreement. In the event of any inconsistency between the terms of the specific Campaign and the terms of this Agreement, the terms of the specific Campaign shall govern. 4. Commission. (a) W3i shall pay Affiliate a commission for each U.S. and International Qualified Installation on any W3i Link that complies with our requirements. The commission rates vary and the commission rates for each Campaign are available http://publisher.w3i.com. W3i may change the commission rates at any time by posting new rates on our website or by providing Affiliate one day notice via email. (b) W3i utilizes Globally Unique Identifiers (GUIDs), to detect if we previously installed a product on the user’s computer. W3i’s reporting shall be used to determine all commission payments. 5. Payment Schedule. W3i shall calculate commissions based on the total number of Qualified Installations, on a monthly basis. No payment will be issued for any amount less than $50 U.S.D. Payments will be made thirty (30) days following the end of the month. To ensure prompt payment you must provide us an accurate and complete address and contact information. 6. W3i’s Responsibilities. W3i shall have the sole right and responsibility for all product installations. 7. Affiliate Responsibilities. Affiliate is solely responsible for its sites, any content thereon and any equipment therefor. Affiliate agrees that the Affiliate Site shall not, in any way, copy or resemble the look and feel of, or create the impression that it is a W3i Site. The Affiliate Site shall not: (i) contain sexually explicit or obscene materials, or materials that are otherwise deemed offensive by W3i in its sole discretion; (ii) advocate discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; (iii) promote or engage in illegal activities; (iv) violate intellectual property rights of any third party; (v) promote gambling; or (vi) violate W3i’s privacy policy available at www.freeze.com/Policies/privacy.aspx, which may be modified from time to time by W3i, in its sole discretion. 8. Ownership and Licenses. (a) Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights, patents and proprietary technology (“IP”), including without limitation, IP currently used or which may be developed or used in the future. Affiliate agrees not to copy, transmit, display, use, reproduce, distribute, modify, reverse engineer, or create derivative works (b) W3i grants Affiliate a revocable, non-exclusive license to use W3i’s trademarks on the Affiliate Site solely for the purpose of creating links from the Affiliate Site to the W3i Site. All goodwill derived from the use of W3i’s trademarks shall inure to the benefit of W3i. Affiliate shall cooperate with W3i to ensure the proper usage of W3i’s trademarks. Affiliate further agrees not to sublicense, assign or transfer any such license for the use of the W3i trademarks, and any attempt at such sublicense, assignment or transfer is void. (c) Affiliate grants to W3i a revocable, non-exclusive license to use, reproduce, distribute and transmit any graphic or banner ad submitted by Affiliate solely for co-branded purposes or as a return link from the W3i Site to the Affiliate Site. 9. Term. (a) Term of a Campaign. The term of a Campaign will begin upon acceptance. At any time, we may with or without notice (i) change, suspend or discontinue a Campaign; or (ii) remove, alter, or modify any graphic or banner ad submitted by W3i. You agree to remove, alter or modify any graphic or banner ad within two (2) business days. Either party may terminate a Campaign at any time by providing the other party with two (2) business day’s written notice. (b) Term of the Agreement. This Agreement shall commence when W3i approves Affiliate’s application and shall continue until either party terminates this Agreement (the “Term”). Either party may terminate this Agreement at any time, for any reason, by providing two (2) days written notice. W3i may terminate this Agreement immediately upon a breach by Affiliate. Termination of this Agreement shall also terminate any Campaign. (c) Upon termination of this Agreement, all licenses granted to Affiliate shall immediately terminate and Affiliate shall immediately cease use of, and remove from the Affiliate Site: (i) all links to the W3i Site; (ii) all W3i trademarks; and (iii) all other materials provided by or on behalf of W3i. (d) All rights to payment, forfeiture of payments, causes of action and any other provision which, by their terms are intended to survive termination, shall survive termination of this Agreement. 10. Representations. Each party represents to the other that (a) it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted herein; (b) they are at least eighteen (18) years old; (c) they will comply with all applicable laws and regulations, including without limitation FTC Section V, the CAN-SPAM Act and Children’s Online Privacy and Protection Act; (d) they will comply with Truste’s Trusted Download Program Requirements available at: http://www.truste.org/pdf/Trusted_Download_Certification_Agreement.pdf and W3i’s Privacy Policy located at: http://www.freeze.com/Policies/Privacy.aspx; and (e) any material which is provided to the other party and displayed on the other party’s Site will not (i) infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy, (ii) violate any applicable law or regulation, (iii) be defamatory or libelous, (iv) be lewd, pornographic or obscene, (v) promote violence or contain hate speech, or (vi) contain viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. Affiliate further agrees not to make any representations, warranties or other statements concerning W3i, the W3i Site, any of the W3i products or services, or the W3i Site policies. AFFILIATE ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT AND AGREES TO ALL TERMS AND CONDITIONS SET FORTH HEREIN. 11. Disclaimers. W3i MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY CONTENT (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE). IN ADDITION, W3i MAKES NO REPRESENTATION THAT THE OPERATION OF THE W3i SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND W3i SHALL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. W3I DISCLAIMS ALL LIABILITY FOR, THE DEVELOPMENT, OPERATION AND MAINTENANCE OF, AND ALL COSTS ASSOCIATED WITH AFFILIATE SITES. 12. Indemnification. (a) Affiliate Indemnification. Affiliate hereby agrees to indemnify, defend and hold harmless W3i, its subsidiaries and affiliates, and their respective directors, officers, employees and agents, from and against any and all losses, liabilities, claims, damages, injuries, suits, investigations, and expenses (including reasonable attorneys’ fees), (collectively “Losses”), based on or arising out of (i) a breach by Affiliate of any covenant, duty, representation or warranty set forth in this Agreement, or (ii) the development, operation, maintenance or any content associated with the Affiliate Site (including any allegation that such materials infringe a third party’s proprietary rights). (b) W3i Indemnification. W3i hereby agrees to indemnify, defend and hold harmless Affiliate from any and all Losses relating to a material breach by W3i of any covenant, duty, representation or warranty set forth in this Agreement. 13. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL W3i BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF W3I WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE), INCLUDING ANY LOSS OF REVENUE, PROFITS OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT. IN NO EVENT SHALL THE LIABILITY OF W3i IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES NOT EXCLUDED HEREIN EXCEED THE AMOUNT PAID BY W3i UNDER THIS AGREEMENT. 14. Miscellaneous. (a) Consent to Receive Electronic Records. By participating in this Program, you acknowledge that you are doing so for a business purpose with the intention of earning money. As such, you are not our customer or user and you agree that you may receive information in electronic form. Subsequent to the execution of this Agreement, you may withdraw your consent to receive electronic records and receive a paper version of any document by printing it or by emailing us your name and address. However, we may use this as a basis for terminating this Agreement, as the only way to ensure that you are current with the most recent versions of any Campaign is to require that all Affiliates be able to receive and consent to receive information in electronic format, including by e-mail . You will need a computer with a web browser and internet access to receive electronic records. You may need Adobe Reader available for free from www.adobe.com for some documents. Electronic record may include terms and conditions, agreements, privacy policies, and other items. You should also have a printer connected to your computer on which you may print documents that you wish to retain as an archive or to be available to review when you are not able to access the public internet. (b) Governing Law. This Agreement shall be governed by and construed in accordance with, the laws of the State of Minnesota, without giving effect to principles of conflicts of law, and both parties consent to the exclusive jurisdiction of the courts of the State of Minnesota with respect to any legal proceeding arising in connection with this Agreement. If any legal action is brought relating to this Agreement or the breach or alleged breach hereof, the prevailing party will be entitled to the full amount of all reasonable expenses, including but not limited to all court costs, and actual attorneys’ fees paid or incurred by such party. (c) Notices. All notices, requests, demands, reports or other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given or served when delivered to or received by mail. If to Affiliate, at the address or email address set forth in their application. If to W3i: Contact Attn: General Counsel W3i, LLC Address 1900 Medical Arts Avenue South City, State, Zip Sartell, Minnesota 56377 (d) Independent Contractors. The parties to this Agreement are independent contractors. Neither party is a partner of the other party. Neither party may enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the parties or to impose any liability attributable to such a relationship upon either party. (e) Severability/ Non-Waiver. Every provision of this Agreement shall be construed, to the extent possible, so as to be valid and enforceable. If any provision of this Agreement so construed is held invalid, illegal or otherwise unenforceable, such provision shall be deemed severed from this Agreement, and all other provisions shall remain in full force and effect. The failure to enforce the strict performance of any provision of this Agreement or to exercise any right under this Agreement will not constitute a waiver of any party’s right to subsequently enforce such provision of any other provision of this Agreement. (f) Force Majeure. Neither party will be liable for, or be considered in breach of or default under this Agreement on account of any delay or failure to perform as required by this Agreement as a result of any causes or conditions which are beyond such party’s reasonable control and which such party is unable to overcome by the exercise of reasonable diligence. (g) Modifications. We may change our policies and operating procedures, including those concerning user installations, at any time. We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our Site. Modifications may include changes in the scope of available referral fees, fee schedules, payment procedures, and Campaign rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THE CAMPAIGN OR THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM OR ANY CAMPAIGN FOLLOWING OUR POSTING OF A CHANGE NOTICE OF NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. (h) Assignment. Affiliate may not assign this Agreement without the prior written consent of W3i. This Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. (i) Non-exclusive. Affiliate understands that W3i may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement, and W3i and its affiliates and subsidiaries may operate websites that compete with the Affiliate Site. 15. Glossary of Terms. (a) Agreement means this Agreement and all documents referenced herein. (b) Content means W3i products, including without limitation, screensavers, clipart, wallpaper, skins, and/or other desktop enhancements and related content whose Required URL was made available via the W3i Site. (c) Campaign means W3i’s promise to pay you a commission for placing a Qualifying Link on your website when it results in a Qualified Installation. (d) Engagement occurs when you accept a Campaign. (e) Qualified Installation means an installation by a User, after arriving at the W3i Site from a Qualifying Link, who has not previously installed W3i’s software and the User installs at least one Software Bundle Offer. (f) Qualifying Link means a direct link from an Affiliate Site to a W3i Site using a Required URL provided by W3i and containing the code supplied by W3i. (g) Required URL means a link from the Affiliate Site to areas within the W3i Site using a special URL provided by W3i. (h) Site means a World Wide Web site and, depending on the context, refers either to a W3i designated Web site, its underlying web properties, or to the Affiliate Site linked to the W3i Site. (i) Software Bundle Offer(s) means third-party software offered by W3i to a User for installation (j) W3i Link(s) means a banner, button, icon, text link, or other item which links to the W3i Site, which W3i will make available to Affiliate for use on the Affiliate Site.