PLEASE TAKE THE TIME TO READ THESE TERMS BEFORE APPLYING TO OUR AFFILIATE PROGRAM.

ColdCash Affiliate Program Terms & Conditions

ColdCash Affiliate Program Terms & Conditions This Agreement sets forth the terms of 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 enroll you must submit a completed application via the ColdCash Affiliate website http://publisher.w3i.com. We may reject your application in our sole discretion. If we accept your application, we may thereafter immediately terminate this Agreement and your participation in the Program, in our sole discretion. 2. Link Arrangement. (a) W3i makes Advertisements available to you for use on your Sites only. You shall comply with W3i’s requirements when posting Advertisements. You are solely responsible for properly displaying links. W3i may change its requirements from time to time. (b) W3i reserves the right to remove, alter, or modify any Advertisements. You agree to implement any request from W3i within two business days. (c) You are responsible for notifying us via e-mail at PublisherSolutions@W3i.com of any Advertisement malfunction. 3. Commission. (a) W3i shall pay you a commission for each U.S. and International Lead generated by you that complies with W3i’s requirements. The commission rates may vary and are available at http://publisher.w3i.com. W3i may change the commission rates at any time by posting new rates on our website or by providing you with one day notice via email. (b) Reporting. W3i shall provide all Lead reporting online at http://publisher.w3i.com. You agree that W3i’s reporting is definitive and the only count that W3i will use when making payments to you. 4. Payment Schedule. W3i shall calculate commissions based on the total number of Leads, on a monthly basis. No payment will be issued for any amount less than $50 U.S.D. Payments will be made 45 days following the end of the month. To ensure prompt payment you must provide us an accurate and complete address and other contact information. 5. W3i’s Responsibilities. W3i shall be solely responsible for all product installations. W3i shall provide all Advertisements that will be displayed by you. 6. Affiliate Obligations and Restrictions. (a) You shall not display Advertisements on any website which contains: (1) any material that is indecent, misleading, defamatory, libelous, obscene, pornographic, hate speech, infringing, or otherwise objectionable, as determined by W3i in its sole discretion; or (2) any material that infringes the trademark, copyright or any other rights of any third party. (b) You shall not modify any Advertisement without prior written consent. You shall display the Advertisement with no interstitial content. You shall implement all technical changes requested by W3i. (c) You shall not induce persons to click on Advertisements based on incentives. (d) You shall not distribute the Advertisements by email, newsgroup, message board or blog postings, autospawning of browsers, or automatic redirecting, blind text links or misleading links, spyware or malware, social network profile postings, or forced clicks (a person should never be 'forced' to click because their browser has been hijacked or because an Advertisement has been altered so that it is impossible to close without clicking it). If you violate any terms in this Section 6, then W3i will not pay for those Leads and will immediately terminate this Agreement. Furthermore, W3i reserves the right to withhold payment to you, pending investigation, if W3i reasonably believes that you have violated any of the provisions of this section or has committed acts that are deceptive or fraudulent in nature. 7. Ownership and Licenses. (a) Subject to your compliance with this Agreement, W3i grants you a limited, non-exclusive, non-assignable, non-transferable, non sub-licensable, royalty-free license to use and display the Advertisements. W3i reserves any rights not expressly granted and disclaims any implied license, including implied licenses to copyrighted materials, trademarks and patents. (b) You grant to W3i a non-exclusive license to use, reproduce, distribute and transmit any graphic or banner ad submitted by you solely for co-branded purposes or as a return link from the W3i Site to your Site. (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. 8. Term. (a) Term of the Agreement. This Agreement will commence when W3i approves your 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 business days written notice. W3i may terminate this Agreement immediately upon a breach by you. (b) Upon termination of this Agreement, you shall immediately cease use of, and remove from your Site: (i) all links to the W3i Site; (ii) all W3i trademarks; and (iii) all other materials provided by or on behalf of W3i. (c) All rights to payment, forfeiture of payments, causes of action and any other provision which, by their terms are intended to survive termination, will survive termination of this Agreement. 9. 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 18 years old; (c) they will comply with all applicable laws and regulations; (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 or displayed on a party’s Site will not (i) infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights 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. You further agree not to make any representations, warranties or other statements concerning W3i, the W3i Site, any of the W3i products or services, or W3i’s policies. 10. Disclaimers. <strong><em>W3i makes no express or implied warranties or representations with respect to the Program or any Advertisements (including warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of 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 will 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 your Sites.</em></strong> 11. Indemnification. (a) Affiliate Indemnification. You hereby agree to indemnify 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 you of any obligation or representation set forth in this Agreement; (ii) the development, operation, maintenance or any content associated with your Site (including any allegation that such materials infringe a third party’s intellectual property or proprietary rights); (iii) a consumer complaint or government agency claim arising out of your activities, including for spam, fraud, infringement of privacy or intellectual property rights; (iv) libel or defamation; or (v) any negligence, gross negligence or misconduct. If you violate the terms of this Agreement which results in a data breach or FTC (or other regulatory body) investigation, you shall indemnify W3i for such claims (including attorneys’ fees and court costs). (b) W3i Indemnification. W3i hereby agrees to indemnify you from any and all Losses relating to a material breach by W3i of any obligation or representation set forth in this Agreement. (c) The indemnifying party may conduct the defense of any such claim or action and all negotiations for its settlement or compromise, except that (i) no settlement or compromise affecting the financial or legal obligations of the indemnified party will be agreed to without the indemnified party’s prior written approval (approval will not be unreasonably withheld); (ii) the indemnified party may participate, at its own expense, in the defense and/or settlement of any such claim or action; and (iii) the indemnified party notifies the indemnifying party of a claim (provided, failure to provide timely notice will not alter the indemnifying party’s obligations except to the extent that party is materially prejudiced thereby). (d) User Complaints. If a User, the FTC, state, or other regulatory body complains about your distribution of the Advertisements, you shall immediately notify W3i and include all particulars of the complaint and at its sole cost, use commercially reasonable efforts to resolve or adequately refute those allegations. In the event of a complaint, W3i may immediately terminate this Agreement. 12. Limitation of Liability. <strong><em>Under no circumstances will W3i be liable for any indirect, incidental, consequential, special or exemplary damages (even if W3i was advised of the possibility of such damages), including any loss of revenue, profits or data, arising in connection with this Agreement. In no event will the liability of W3i in connection with this Agreement for damages exceed the amount paid by W3i under this Agreement.</em></strong> 13. Confidentiality. Any Confidential Information relating to or disclosed in the course of this Agreement that is or should be reasonably understood to be confidential or proprietary to the disclosing party, including the terms of this Agreement, information about W3i, technical processes, marketing guidelines, product designs, business plans, and marketing data, will be kept confidential. For the avoidance of doubt, Lead rates are Confidential Information. 14. Non-circumvention. You shall not solicit, without written approval of W3i, induce, contract with, recruit, or encourage, directly or indirectly, any of W3i’s clients who have contracted to display the Advertisements within the past calendar year during the term of this Agreement and for a 180-day period following termination or expiration of this Agreement. 15. 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 agreement 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 is 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 will be in writing and are 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: Attn: General Counsel W3i, LLC Address 1900 Medical Arts Avenue South 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 is 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 is 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 is deemed severed from this Agreement, and all other provisions will 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 is liable for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strike whether legal or illegal, labor or material shortage, transportation interruption, work slowdown or any other condition beyond the control of the party. (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 policies. <strong><em>If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Program following our posting of a change notice of a new agreement on our Site will constitute binding acceptance of the change.</em></strong> (h) Assignment. You 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. You understand 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 your Site. (j) Entire Agreement. This Agreement constitutes the complete expression of the agreement between the parties, and supersedes all other agreements between the parties. 16. Glossary of Terms. (a) Advertisement means an individual offer for, or promotion of, the W3i’s products or services, including all information, in any medium, provided by Advertiser (i.e. text, pictures, graphics, sound, video and other data). Advertisement shall also mean all author names, designations, acknowledgments, notices, or copyright information that W3i may be required to display. (b) Affiliate means the person or entity that signs up for the ColdCash Affiliate Program, including all publishers or third parties whom Affiliate contracts with or on whose websites the Advertisements appear. (c) Confidential Information means (i) a party's trade secrets, business plans, strategies, methods and/or practices; (ii) computer systems architecture and network configurations; (iii) all information which is governed by any now-existing or future non-disclosure agreement between the parties hereto; (iv) any other information relating to a party that is not generally known to the public, including information about the party’s personnel, products, customers, financial information, marketing and pricing strategies, services or future business plans; and (v) all analyses, compilations, studies, notes or other materials prepared which contain or are based on Confidential Information received from a party. (d) Lead(s) means users who download or execute W3i’s InstallIQ and complete a Valid Installation of W3i’s software. (e) Qualifying Link means a direct link from an Affiliate Site to a W3i Site using a special URL provided by W3i. (f) 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. (g) Software Bundle Offer(s) means third-party software offered by W3i to a user for installation. (h) User Data means information provided by or obtained from users through use of the Advertisements, excluding non-personally identifiable data related solely to tracking the number of Leads generated. (i) Valid Installation means an installation by a user who has not previously installed W3i’s software and the user installs at least one Software Bundle Offer. (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.