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Our Affiliate Program - Getting Started
Operating Agreement
The following are the complete terms and conditions of your agreement to become a member of the Interface Security Affiliate Program.
You can enroll as a member of the Interface Security Affiliate Program by creating a unique link to KeyGhost.com using text or one of our icons or banners located on our banners page.You will have to sign up for a unique account number to use in your links. Your Account Number is used to track the clicks from your advertisements and links.
BY LINKING TO KEYGHOST, YOU ARE DEEMED TO HAVE AGREED TO BE BOUND BY ALL THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT. Interface Security Limited, will automatically become counter-party.
IF YOU DO NOT WISH TO ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE DO NOT CREATE A LINK TO KEYGHOST.
Our
Rights and Obligations
Your Rights and Obligations
Fee Schedule
Fee Payment
Term and Termination
Relationship of Parties
Indemnity Disclaimer
Limitation of Liability
Independent Investigation
Miscellaneous
1.1 Track your
Referred Customers
We will register customers referred from your site and will track their
orders provided your link complies with our standards and policies. "Customer"
means your customers that use the link from your site to ours and purchase
our products online via credit card only. Commission is only paid on Online
Credit Card transactions generated by a customer referred from the affiliate
website. Cookies are used to mark and monitor the customers origin. If
cookies have been deleted or disabled, your affiliate data will be lost,
Interface Security Ltd accepts no liability for losses that may occur,
and reserves the right to refuse to supply products to referred customers
at our discretion.
1.2 Track Returning Customers
We will track returning customers, as above, provided the cookie that
was attached is still present on the customers browser. If a returning
customer that was referred from your website purchases a product then
commission will be earned. Interface Security Ltd will provide you with
remote online access to reports of customer activity and the referral
fees generated. You can get access using your username and password.
1.3 Pay a Referral Fee
We will pay you referral fees (as set out below) on income we earn from
customers online credit card transactions that were directed from your
site.
1.4 Modification
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 which we will notify you of via email. Modifications
may include, for example, changes in the scope of available referral fees,
fee schedules, and referral program rules.
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 OR NEW AGREEMENT ON OUR SITE (WHICH WE WILL NOTIFY YOU OF VIA EMAIL) WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
2. Your Rights and Obligations
2.1 Linking to
KeyGhost.com
By agreeing to participate in this referral program, you are agreeing
to create a unique link from your site to KeyGhost. You may link to us
with one of our banners/icons or with a text link. The KeyGhost icon or
banner you use is NOT to be linked to the images on our server, you need
to make a copy of the banners on your own server. We use sophisticated
tracking software, and any person who is found to be linking directly
to the images on this page will be automatically removed from the program.
This is the only method by which you may advertise on our behalf. We will
terminate this agreement immediately if there is any form of spamming
or if you advertise our site in any other way. You shall not make any
claims, representations, or warranties in connection with us and you shall
have no authority to, and shall not, bind us to any obligations.
2.2 Agency Appointment
By this Agreement, we grant you the non-exclusive right to direct customers
to our site, in accordance with the terms and conditions of this Agreement.
This Agreement does not grant you an exclusive right or privilege to assist
us in the provision of services arising from your referrals, and we obviously
intend to contract with and obtain the assistance from others at any time
to perform services of the same or similar nature as yours. You shall
have no claims to referral fees or other compensation on business secured
by or through persons or entities other than you.
2.3 Approved Layouts
Without our prior written approval, you will only use our approved banners
and icons and will not alter their appearance nor refer to Interface Security
or KeyGhost in any promotional materials. The appearance and syntax of
the hypertext transfer link are designed and designated by us and constitute
the only authorized and permitted representation of our site. You may
only use a KeyGhost banner or icon that has been uploaded to your server.
DO NOT DIRECTLY LINK TO THE BANNERS ON OUR WEB SITE. IF YOU DO THIS WE
WILL NOT PAY YOU ANY REFERRAL FEES.
2.4 Good Faith
You will not knowingly benefit from known or suspected traffic not generated
in good faith whether or not it actually causes us damage. We reserve
the right to retain all amounts due to you under this Agreement if we
have reasonable cause to believe that such traffic has been caused with
your knowledge. Even if you have not knowingly generated such traffic,
we reserve the right to withhold referral fees with respect to such traffic.
2.5 Responsibility for Your Site
You will be solely responsible for the development, operation, and maintenance
of your site and for all materials that appear on your site. For example,
you will be solely responsible for ensuring that materials posted on your
site are not libelous or otherwise illegal. We disclaim all liability
for these matters. Further, you will indemnify and hold us harmless from
all claims, damages, and expenses (including, without limitation, attorneys'
fees) relating to the development, operation, maintenance, and contents
of your site.
2.6 License to use Marks
We hereby grant to you a non-exclusive, non-transferable license, during
the term of this Agreement, to use the KeyGhost intellectual-property
marks solely in connection with the display of the banners on your site.
This license cannot be sub-licensed, assigned or otherwise transferred
by you. Your right to use the marks is limited to and arises only out
of this license to use the banners. You shall not assert the invalidity,
unenforceability, or contest the ownership of the marks in any action
or proceeding of whatever kind or nature, and shall not take any action
that may prejudice our or our licensor's rights in the marks, render the
same generic, or otherwise weaken their validity or diminish their associated
goodwill.
2.7 Confidential Information
During the term of this Agreement, you may be entrusted with Confidential
Information relating to the business, operations, or underlying technology
of KeyGhost and/or the referral program (including, for example, referral
fees earned by you under the program). You agree to avoid disclosure or
unauthorized use of the Confidential Information to third persons or outside
parties unless you have our prior written consent and that you will use
the Confidential Information only for purposes necessary to further the
purposes of this Agreement. Your obligations with respect to Confidential
Information shall survive the termination of this Agreement.
As an Interface Security Affiliate Program member, you earn a maximum of NZ$200 approx US$100 commission per order or 10% of the revenue we derive from all Online Credit Card sales of any customer linked from your site (i.e the lesser of the two). We retain the right to change the fee schedule and method of calculation of fees as we wish.
Payments are made to the address supplied (worldwide) in the sign up form when your commission earned reaches NZ$50 approx US$25. No payments will be made until that amount has been reached. For our protection, the sum of your commission fees are paid by cheque twice a year, (every 6 months). Commission on credit card transactions found to be fraudulent will be deducted. All payments will be due and paid in New Zealand dollars.
5.1
The term of this Agreement will begin when you create a unique link to
our site and will be continuous unless and until either party notifies
the other in writing that it wishes to terminate the Agreement, in which
case this Agreement may be terminated immediately. TERMINATION IS AT WILL,
FOR ANY REASON, BY EITHER PARTY. For purposes of notification of termination,
delivery via e-mail is considered a written and immediate form of notification.
5.2 Upon termination:
You must remove all of our banners/icons from your site and disable the
link from your site to ours.
All rights and licenses given to you in this Agreement shall immediately
terminate.
You will be entitled only to those unpaid referral fees, if any, earned
by you on or prior to the date of termination (These will be paid in accordance
with the rules above).
You will not be entitled to referral fees with respect to orders placed
after the date of termination.
If you have failed to fulfill your obligations and responsibilities, we
will not pay you the referral fees otherwise owing to you on termination.
You will return to us any confidential information, and all copies of
it in your possession, custody and control and will cease all uses of
any trade names, trademarks, service marks, logos and other designations
of Interface Security Ltd and KeyGhost Ltd.
5.3 Suitability of website
WE MAY TERMINATE THIS AGREEMENT IF WE DETERMINE (IN OUR SOLE DISCRETION)
THAT YOUR SITE IS UNSUITABLE. Unsuitable sites include those that: are
aimed at children, display child pornography or other illegal sexual acts,
promote violence, promote discrimination based on race, sex, religion,
nationality, disability, sexual orientation, or age, promote illegal activities,
violate intellectual property rights.
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. 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 site or otherwise, that reasonably would contradict anything in this paragraph.
You shall defend, indemnify, and hold Interface Security Ltd and KeyGhost Ltd, their directors, officers, employees, and representatives harmless from and against any and all liabilities, losses, damages, and costs, including reasonable attorney's fees, resulting from, arising out of, or in any way connected with (a) any breach by you of any warranty, representation, or agreement contained in this Agreement, (b) the performance of your duties and obligations under this Agreement, (c) your negligence or (d) any injury caused directly or indirectly by your negligent or intentional acts or omissions, or the unauthorized use of our banners and link or this referral program.
We make no express or implied warranties or representations with respect to the referral program, our products, or referral fee payment arrangements (including, without limitation, their functionality, warranties of fitness, merchantability, legality, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free and will not be liable for the consequences of any interruptions or errors.
We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the referral program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement. Nothing in this Agreement shall be construed to provide any rights, remedies or benefits to any person or entity not a party to this Agreement. Our obligations under this Agreement do not constitute personal obligations of Interface Security Ltd's or KeyGhost Ltd's directors, officers or shareholders. Any liability arising under this Agreement shall be satisfied solely from the referral fee generated and is limited to direct damages.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE OR CONTRACT WITH WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THIS REFERRAL PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
11.1 Assignability
and Enurement
You may not assign this Agreement, by operation of law or otherwise, without
our prior written consent. Subject to that restriction, this Agreement
will be binding on, inure to the benefit of, and enforceable against you
and us and our respective successors and assigns.
11.2 Non-Waiver
Our failure to enforce your strict performance of any provision of this
Agreement will not constitute a waiver of our right to subsequently enforce
such provision or any other provision of this Agreement. NO MODIFICATIONS,
ADDITIONS, DELETIONS OR INTERLINEATIONS OF THIS AGREEMENT ARE PERMITTED
OR WILL BE RECOGNIZED BY US. None of our employees, officers or agents
may verbally alter, modify or waive any provision of this Agreement.
11.3 Remedies
Our rights and remedies hereunder shall not be mutually exclusive, i.e.,
the exercise of one or more of the provisions of this Agreement shall
not preclude the exercise of any other provision. You acknowledge, confirm,
and agree that damages may be inadequate for a breach or a threatened
breach of this Agreement and, in the event of a breach or threatened breach
of any provision of this Agreement, the respective rights and obligations
of the parties may be enforceable by specific performance, injunction,
or other equitable remedy. Nothing contained in this Agreement shall limit
or affect any of our rights at law, or otherwise, for a breach or threatened
breach of any provision of this Agreement, it being the intent of this
provision to make clear that our respective rights and obligations shall
be enforceable in equity as well as at law or otherwise.
11.4 Severability/Waiver
Whenever possible, each provision of this Agreement shall be interpreted
in such a manner as to be effective and valid under applicable law but,
if any provision of this Agreement is held to be invalid, illegal or unenforceable
in any respect, such provision will be ineffective only to the extent
of such invalidity, or unenforceability, without invalidating the remainder
of this Agreement or any provision hereof. No waiver will be implied from
conduct or failure to enforce any rights and must be in writing to be
effective.
IN WITNESS WHEREOF, you expressly agree to the terms and conditions of this Agreement by downloading our banner and creating a link from your site to ours.
I have read and accepted the Affiliate Agreement please sign me up