THIS AGREEMENT was made between Reliable Servers, (Reliable Servers, we/us/our, or Site), and the undersigned Affiliate, (Affiliate or you/your), on the date the online registration form is submitted to and approved by Reliable Servers.
IMPORTANT! By accessing, using, viewing, reading, printing, installing, or downloading any material from the Site, or becoming an affiliate member to the Site, you agree to be bound by these terms and conditions. This Agreement is intended to be governed by the Electronic Signatures in Global and National Commerce Act (E-Sign Act). You manifest your agreement to these terms and conditions by any act demonstrating your assent thereto, including clicking any button containing the words I agree or similar syntax. You may submit a paper copy of this transaction and print this form for your personal records. You have the right to withdraw your consent to use the E-Sign Act by emailing us. Your consent to use the E-Sign Act is limited to providing the information on this form. Access to this electronic record requires a simple browser program such as Internet Explorer™ or Netscape™ and a computer.
The terms and conditions of this Agreement are subject to change by the Site at any time in its discretion. You will be provided reasonable notice of any such changes. Any continued performance under this Agreement, following our posting of a change notice or new agreement on our Site, shall constitute confirmation of Affiliate's acknowledgement and assent to any such modifications. Please consult this Agreement as posted on Site regularly and read them carefully before using the Site. You affirm that you have read this Agreement and understand, agree and consent to its terms and conditions.
You are solely responsible for obtaining access to the Site and that access may involve third party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access the Site (i.e., computers, modems, and software, including the most recent versions of Internet browsers, applications, and plug-ins).
WHEREAS, Reliable Servers has developed an affiliate membership program for its Site and intends to market its affiliate membership program and associated documentation for the Program, (collectively, the Program), through its SITE, to various online and traditional media, and elsewhere;
WHEREAS, Affiliate desires to become an affiliate member of the Program, subject to the terms and conditions stated herein; and,
WHEREAS, Reliable Servers and Affiliate have determined that it is in their respective interests to enter into this Agreement.
NOW, THEREFORE, for good and valuable consideration, and in consideration of the mutual covenants and conditions herein set forth, and with the intent to be legally bound thereby, Reliable Servers and Affiliate hereby agree as follows:
The Reliable Servers Affiliate Program is second to none in the gaming industry. The goal of the Reliable Servers Affiliate Program is to allow Affiliates the opportunity to generate revenue by advertising and marketing the SITE without dealing with the complexities of running a file server company of their own. SITE agrees to provide access to, and membership in, the Program to Affiliate and to provide Affiliate with the ability to market, advertise and promote certain content, images, recordings, video, audio, links, computer script, advertising banners, and other promotional materials (hereinafter, “Materials”) that are associated with the Program from time to time, and hereby grants a non-exclusive, restricted, revocable license to use such Materials solely for the purposes set forth in this Agreement. The SITE reserves the unequivocal right to select, alter, delete, add to, or remove any and all Materials for use by Affiliate. SITE's Materials may not be used in violation of any term contained in this Agreement. Affiliate's license to use the Materials shall automatically terminate, and all such rights shall automatically revert to SITE upon cancellation of the Affiliate's membership or withdrawal from the Program by the Affiliate. Affiliate may not copy, reproduce, alter, modify, change, broadcast, distribute, transmit, disseminate, sell or offer for sale in any manner, the Materials at any time anywhere in the world except as expressly authorized by the SITE in writing. Upon acceptance into the Program, SITE will begin providing users with the information necessary to participate in the Program. Logos, graphics or text may be created by the Affiliate, with SITE's permission. The SITE reserves the right to require any text, online agreement, documents, notices, disclaimers, or age verification devices that may be necessary or desirable to protect the SITE's or the Affiliate's legal interests.
The Affiliate shall be solely responsible for all content available on or through its website served by Reliable Servers' services, and shall at all times be subject to the terms of this Agreement. Affiliate further warrants that its website and Materials served by Reliable Servers' Services will not infringe or contain any content that infringes upon or violates any intellectual property rights, or otherwise violates any applicable law, rule or regulation. Reliable Servers shall have no obligations with respect to the content available on or through any participating website, including but not limited to, any duty to review or monitor any such content. Thus, Affiliate is solely responsible for the content on Affiliate's website. Reliable Servers owns the rights to any and all content and Materials located on Affiliate's site, whether or not provided by Reliable Servers. As more fully described infra, Reliable Servers shall remain the owner of all intellectual property rights pertaining to the Materials, which may be licensed from third party content producers. Any and all derivative works generated by Affiliate shall inure to the benefit of Reliable Servers, which shall be considered the owner or license holder of such derivative works, to the extent permitted by law.
Affiliate's license to use this material shall automatically terminate, and all such rights shall automatically revert to Reliable Servers upon cancellation of the Affiliate's membership or withdrawal from the Program by the Affiliate.
Upon acceptance into the Program, Reliable Servers will begin providing users with the information necessary to participate in the Program and begin promoting the Reliable Servers Website.
To begin the enrollment procedure, you must submit a completed Application form through our Affiliate Website located at: http://www.reliableservers.com/corporate/affiliate.php . When you sign up, you must provide a valid email address. Failure to do so will result in your account being deleted. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We reserve the discretion to accept or reject applications for any reason including, but not limited to: 1) unlawful content appearing on your website; 2) defamatory, obscene, harassing or otherwise objectionable content appearing on your website; 3) if your website promotes or facilitates illegal activity, or violates the rights of others such as copyright, trademark or other intellectual property infringement; 4) if you encourage password theft or hacking; 5) if your site does not refer a sufficient number of orders; or 6) if Reliable Servers deems your application or website to be unsuitable for any reason.
Affiliate agrees to notify Reliable Servers of the URL's where the Reliable Servers Website(s) will be promoted.
This Agreement and the provisions hereof, shall be in full force and effect commencing on the date accepted by Reliable Servers and continuing until terminated by either of the parties in accordance with the Termination provisions set forth infra.
Affiliates will be compensated with a “referral” fee for each person who meets the following two requirements: (1) any person who has been directed as a "referral" through a hyperlink on Affiliate's website, in the form of a banner or promotional link supplied by Reliable Servers; AND (2) who in turn orders services from the SITE. Affiliate will be compensated with a commission or referral fee according to the terms of this Agreement. The Clanserver's Affiliate Program is a revenue-sharing relationship between the SITE and its Affiliate. The SITE will pay Affiliate fifteen dollars (15) of the initial signup for each referral to the SITE or 100% comission on the referral's first month fee. Affiliate's payouts will be debited for cancelled “referral” orders. Affiliates will receive no commission for activity determined to be fraudulent by Reliable Servers, including but not limited to credit card numbers in a negative bin number data base, multiple orders from a single email address, orders with the same credit card number, sequential names or patterns of names, many orders from a specific website in a short time span, and multiple attempts to order from the same credit card. Affiliates agree that Reliable Servers, in its sole discretion, may deny or withhold payment and terminate Affiliate's website due to suspicious behavior including but not limited to numerous charge backs or subscription cancellations.
Reliable Servers will track each referral from an Affiliate and will provide an Affiliate login page so that Affiliate can monitor its account. The login will, at a minimum, show the Affiliate each subscriber referred as well as the amount of revenue each Affiliate has generated.
Affiliate agrees to periodically review this Agreement for any changes, which are effective immediately upon posting.
Reliable Servers and Affiliate acknowledge that “time is of the essence” in the commencement of this Agreement. Reliable Servers will devote all commercially reasonable efforts to provide Affiliate with all necessary Materials as soon as reasonably possible.
Reliable Servers reserves the right to determine the manner in which payments will be processed, and the identity of any third party processor used for billing purposes, which will be posted on the SITE at: https://my.reliableservers.com/affiliate/payout.php. Disbursements are made to Affiliates by Reliable Servers twice a month.
Affiliate warrants that Affiliate is the sole owner of any and all necessary rights, title, and interest to the content contained on the Affiliate's Website, and that such Website is free of claims to the content by third parties. Affiliate further warrants, under the penalties of perjury of the laws of the United States, that Affiliate is at least eighteen (18) years of age, and can submit proof of age upon request by Reliable Servers. Affiliate also warrants that all Materials shall only be transmitted and distributed by Affiliate's website to willing adults and in compliance with the SITE's spam policy.
Reliable Servers makes no representations or warranties other than those specifically contained herein, and specifically disclaims any implied warranties, including merchantability or fitness for a particular purpose. Reliable Servers makes no representations of success or profitability and does not monitor or supervise the SITE.
Affiliate agrees to be bound by the following general policies in connection with all content with which Reliable Servers' Materials are associated:
Suspected violation of any of the Acceptable Use Policies may result in termination from the Program and forfeiture of any future commissions or payments, whether earned or unearned.
Affiliate may use any reasonable promotional tool desired, with the following exceptions:
Affiliate agrees not to utilize any false, misleading or infringing metatags tied to the Affiliate's website. An Affiliate is not permitted to use its domain name and/or its metatags on the Affiliate's site to garner search engine traffic.
(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
(b) description of the copyrighted work or other intellectual property that you claim has been infringed;
(c) a description of where the material that you claim is infringing is located on a Site;
(d) your address, telephone number, and email address;
(e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
(f) a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
You may send your Notice of Claimed Infringement to:
14 Cliffwood Ave Suite 300, Metropark South
Matawan, NJ 07747
Please do not sent other inquires or information to our Designated Agent.
The following termination rights are in addition to the termination rights that may be provided elsewhere in this Agreement:
In no event shall either party be liable to the other for any indirect, special, incidental, punitive or consequential damages, including but not limited to, loss of profits, loss of data, loss of business or other loss arising out of or resulting from this Agreement, even if the other party has been advised of the possibility of such damages. The foregoing shall apply regardless of the negligence or other fault of either party and regardless of whether such liability sounds in contract, negligence, tort or any other theory of liability. Notwithstanding the aforementioned limitations of liability, you agree that if Reliable Servers is held liable to you for damages, the total amount of liquidated damages for any and all claims shall not exceed ten dollars ($10.00).
Affiliate shall remain solely responsible for the operation of its own site, and Reliable Servers shall remain solely responsible for operation of the Program. Each party acknowledges that the other's site may be subject to temporary shutdowns dues to causes beyond the operating party's reasonable control.
AFFILIATE EXPRESSLY AGREES THAT AFFILIATE'S USE OF THE SERVICES IS AT AFFILIATE'S SOLE AND EXCLUSIVE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS, WITH ALL FAULTS” AND “AS AVAILABLE” BASIS. SITE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. SITE MAKES NO WARRANTY THAT THE SERVICES WILL MEET AFFILIATE'S REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES SITE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR THAT DEFECTS IN ANY SOFTWARE, HARDWARE OR THE SERVICES WILL BE CORRECTED. AFFILIATE UNDERSTANDS AND AGREES THAT ANY USE AFFILIATE MAKES OF ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT AFFILIATE'S OWN DISCRETION AND RISK, AND THAT AFFILIATE WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO AFFILIATE'S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.
Affiliate agrees to defend, indemnify, defend, and hold Site and its affiliates, successors, assigns, officers, employees, agents, directors, shareholders and attorneys, harmless from and against any and all claims and liabilities, including reasonable attorneys' and experts' fees, related to or arising from (a) any breach of Affiliate's covenants under this Agreement; (b) Affiliate's use (or misuse) of the Services; (c) all conduct and activities occurring under Affiliate's user ID and password; (d) any item or service sold or advertised in connection with Affiliate Content or Affiliate's information and data; (e) any defamatory, libelous or illegal material contained within Affiliate Content or Affiliate's information and data; (f) any claim or contention that Affiliate Content or Affiliate's information and data infringes any third party's patent, copyright, trademark, or other intellectual property rights or violates any third party's rights of privacy or publicity; (g) third party access or use of Affiliate Content or Affiliate's information and data; (h) any claim related to Affiliate's website; or (i) any violation of this Agreement. Site reserves the right, at its own expense, to participate in the defense of any matter otherwise subject to indemnification from Affiliate, but shall have no obligation to do so. Affiliate shall not settle any such claim or liability without the prior written consent of Site, which shall not be unreasonably withheld.
The Affiliate understands that Site will take drastic measures to protect itself from any legal or civil litigation including, but not limited to, removing a Affiliate's web page(s) or website(s) from its servers for any reason deemed appropriate by Site. Affiliate also understands that Site will charge, on an hourly basis, for any and all time spent responding to any third party complaints, disputes, copyright claims or actions involving Affiliate or Affiliate's websites.
The relationship between Reliable Servers and Affiliate under this Agreement is that of independent contractors and neither shall be, nor represent themselves to be, a partner, franchiser, franchisee, broker, employee, servant, agent, or representative of the other for any purpose whatsoever. No party is granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, another party or to bind another in any manner or thing whatsoever.
Neither party will be held liable for, or will be considered to be 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 that are beyond such party's reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence, including but not limited to acts of God; war, riot, embargoes, acts of civil or military authority, or terrorism; fire, flood, earthquakes, hurricanes, tropical storms or other natural disasters; fiber cuts; strikes, or shortages in transportation, facilities, fuel, energy, labor or materials; failure of the telecommunications or information services infrastructure; hacking, SPAM, net congestion, or any failure of a computer, server or software, including Y2K errors or omissions. If any force majeure event occurs, the affected party will give prompt written notice to the other party and will use commercially reasonable efforts to minimize the impact of the event.
This Agreement shall be governed in accordance with the State of Florida. All disputes under this Agreement shall be resolved by litigation in the courts of the State of Florida including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it. Venue for any litigation arising out of this Agreement shall be in Seminole County, Florida.
The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, and successors.
Notwithstanding the previous paragraph, neither party may assign this Agreement or the rights and obligations hereunder to any third party without the prior express written approval of the other party which shall not be unreasonably withheld.
No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.
If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from this Agreement.
This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.
In the event any Party shall commence any claims, suits, or formal legal action to interpret and/or enforce the terms and conditions of this Agreement, or relating in any way to this Agreement, including without limitation asserted breaches of representations and warranties, the prevailing party in any such action or proceeding shall be entitled to recover, in addition to all other available relief, its reasonable attorney's fees and costs incurred in connection therewith, including attorney's fees incurred on appeal.
Other than those set forth herein, the parties make no other warranties or representations including warranties of merchantability or fitness for a particular purpose. Neither party represents the other, and both parties have had an opportunity to seek legal counsel of their choice.