MUST READ BEFORE SIGNING UP
Terms & Conditions:
Terms and Conditions Effective as at 29 July 2015 (12 August 2015 for affiliates established before 29 July 2015)This Affiliate Program Operating Agreement (the "Agreement") is an agreement between BitGold Inc ("BitGold" or "we"), and you, ("you" or "Affiliate"). The Agreement applies to your participation with affiliates.bitgold.com ("Affiliate Program").
Each Affiliate Program offer (an "Offer") may be for any offering by BitGold or a third party (each such third party a "Client") and may link to a specific web site for that particular Offer ("Program Website"). Each Offer may have additional terms and conditions on pages within the Affiliate Program and are expressly incorporated as part of this Agreement.
Please read the Agreement carefully, as it sets out our and your legal risks and obligations in relation to the Affiliate Program. You will be deemed to have expressly accepted these terms by submitting an application or participating in an Offer.
1. Enrollment in the Affiliate Program
1.1 To become a BitGold Affiliate:
1.3 We will notify you of your acceptance or rejection into the Affiliate Program after review. We aim to advise you within five (5) business days.
2. Obligations of Affiliate
2.1 You will comply with clause 1.1. You will indemnify BitGold and explicitly agree and accept that BitGold is released from any claim by you for Commissions in the event that you have not complied with clause 1.1. For the avoidance of doubt, in all cases, payment of Commissions by BitGold is dependent upon you providing a valid government issued ID and satisfactorily meeting our verification requirements.
2.2 You warrant that you and (where applicable) your website is suitable and will continue to remain suitable for our Program. We may reject or cancel your application or terminate your participation in the Program should we determine that you or your website is unsuitable or becomes unsuitable for our Program. You agree that you and (where applicable) your website (or any other website you operate or control) will not:
2.4 It is your responsibility to ensure your own compliance with the laws and regulations of the jurisdiction in which you reside, including, but not limited to, any requirements relating to disclosure of commissions, data protection, and tax. You must not participate in the Program where doing so would be prohibited by any applicable law or regulation.
2.5 It is your responsibility to ensure your own compliance with the terms, conditions, guidelines, and policies of any third party services used by Affiliate in connection with the Affiliate Program, including but not limited to, email providers, social networking services and ad networks.
2.6 It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your website. You must have express permission to use any copyrighted material, whether it be writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use copyrighted material or other intellectual property in violation of the law or any third party rights.
2.7 You will not infringe any copyright, trademark, or intellectual property rights when promoting BitGold to potential customers, which includes, but is not limited to, the use of images, video, or written material in your promotional materials and campaigns.
2.8 You will implement any request from BitGold to remove, alter or modify any Link, graphic or banner ad that is being used by you as part of the Affiliate Program within two (2) business days of the request.
2.9 You will always:
3.1 We have the right to monitor your website(s) at any time to determine whether you are acting in accordance with this Agreement. We may notify you of any changes to your website that we deem should be made or to make sure that your links to our Website are appropriate and to notify you of any changes that should be made.
3.2 If you do not make any changes to your website that BitGold deems necessary and notifies you of, we reserve the right to immediately terminate your participation in the Program.
3.3 BitGold reserves the right to terminate this Agreement and your participation in the Program immediately and without notice to you should you commit fraud, misuse your membership, or abuse the Program in any way. If any such fraud or abuse is detected, BitGold shall not be liable to you for any Commissions for such referrals.
3.4 BitGold may, from time to time, at its discretion, change, suspend or discontinue any aspect of an Offer or Link or remove, alter, or modify any tags, text, graphic or banner ad in connection with a Link.
4. Payment and commissions
4.1 Subject to our acceptance of you as an Affiliate and your continued compliance with the terms and conditions of this Agreement, you may be eligibly to receive a commission pursuant to this Agreement as defined in clause 4.2("Commission").
4.2 A Commission is defined in the "Offers" section of our Website, as updated and amended at our discretion from time to time with or without notice to you.
4.3 Upon acceptance of you as an Affiliate:
4.6 In the event that wish to advise to us of a discrepancy in Qualified Actions:
5.1 The Parties agree that the following program-specific terms shall apply to any promotional programs as set out in this clause.
5.2 Email campaigns:
6.1 This Agreement shall commence on the date of our approval of your Affiliate Program application and shall continue thereafter until terminated.
6.2 You may terminate your participation in the Affiliate Program at any time, with or without cause, by removing all Links from your Media, deleting all copies of the Links, and providing written notice to BitGold. Written notice may be in the form of letter, email, fax, email to [email protected], or notification to a BitGold Customer Success representative.
6.3 We may terminate this Agreement or cease the Program at any time, with or without cause at any time and for any reason, which we deem appropriate with, or without prior notice to you by disabling the Links or providing you with a written notice. Upon termination of your participation in one or more Offers or this Agreement for any reason, you will immediately cease all use of and delete all Links, and all BitGold or Client intellectual property, and will cease representing yourself as a BitGold or Client Affiliate for such one or more Offers.
6.4 All rights to validly accrued payments, causes of action and any provisions, which by their terms are intended to survive termination, shall survive any termination.
6.5 This Agreement will terminate immediately upon any breach of the terms of this Agreement by you.
7. ConfidentialityExcept as otherwise provided in this Agreement or with the consent of BitGold, you agree that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or any of our Affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for any purpose other than your participation in the Affiliate Program, except and solely to the extent that any such information is generally known or available to the public through a source other than you. Affiliate shall not use any information obtained from the Affiliate Program to develop, enhance or operate a service that competes with the Affiliate Program, or assist another party to do the same.
8. Grant of licenses and intellectual property8.1 We grant you a nonexclusive, non-transferable, revocable right to use the Links and to access our Website through the Links solely in accordance with the terms of this Agreement, for the sole purpose of identifying your Media as a participant in the Affiliate Program and assisting in increasing sales through the Program Website.
8.2 You may not alter, modify, manipulate or create derivative works of the Links or any BitGold graphics, creative, copy or other materials owned by, or licensed to, BitGold in any way. You are only entitled to use the Links to the extent that you are a member in good standing of the Affiliate Program.
8.3 We may revoke your license anytime by giving you written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of BitGold’s trademarks, service marks, copyrights, patents, or trade secrets. You agree that BitGold may use any suggestion, comment or recommendation you choose to provide to BitGold without compensation. All rights not expressly granted in this Agreement are reserved by BitGold.
8.4 Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
9. Variation9.1 We may vary any of the terms of this Agreement at any time at our sole discretion by publishing changes on our Website.
9.2 If you do not wish to be bound by any variation, you may terminate the Agreement in accordance with clause 6. Your continued participation in the Program following our notification to you will indicate your deemed acceptance of the changes.
10. Promotion restrictions10.1 BitGold has a strict no spam policy. You agree that, if you promote BitGold via email, you accept responsibility for ensuring that your mailing lists are up to date, "opt-in" only, and fully compliant with your local data protection legislation and the federal CAN-SPAM Act of 2003 (the "Spam Act"). All emails sent in connection with the Affiliate Program must include the appropriate party's opt-out link.
10.2 It is solely your obligation to ensure that your communications comply with the Spam Act. You agree not to rely upon BitGold's approval of your email for compliance with the Spam Act, or assert any claim that you are in compliance with the Spam Act based upon BitGold’s approval.
10.3 From time to time, we may request, prior to your sending emails containing linking or referencing the Affiliate Program, that you submit the final version of your email to BitGold for approval by sending it to your BitGold representative and upon receiving written approval from BitGold of your email the email may be transmitted to third parties.
10.4 Other prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups, and cross-posting to multiple newsgroups. You may post to newsgroups to promote BitGold, provided that the newsgroup explicitly welcomes commercial messages.
10.5 You may not advertise in any way that effectively conceals or misrepresents your identity, domain name, or your return email address.
10.6 At all times, you must clearly represent yourself and your websites as independent from and in no way affiliated with BitGold.
10.7 Affiliates who, among other keywords or exclusively bid in their Pay-Per-Click ("PPC") campaigns or keywords such as bitgold.com, BitGold, www.BitGold, www.BitGold.com, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from the Program. We reserve the right to expel any trademark violator from our Program without prior notice and on the first occurrence of such PPC bidding behavior, and to withhold payment of all Commissions.
10.8 You are expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with referrals through the Links or the generation of Commissions or exceed your permitted access to the Affiliate Program. Such acts include, but are in no way limited to, using automated means to increase the number of clicks through the Links or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud. BitGold shall make all determinations about fraudulent activity in its sole discretion.
11. Representations and warrantiesYou hereby represent and warrant that this Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms and that you have the authority to enter into this Agreement. Subject to the other terms and conditions of this Agreement, BitGold represents and warrants that it shall not knowingly violate any law, rule or regulation which is applicable to BitGold's own business operations or BitGold's proprietary products or services.
12. IndemnificationYou agree to indemnify and hold harmless BitGold, its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable legal fees) (and or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademark infringes or any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your website, including, without limitation, content not attributable to us.
13. Disclaimer13.1 The Affiliate Program and Links, and the products and services provided in connection therewith, are provided to you "as is". Except as expressly set forth herein, BitGold expressly disclaims all warranties, express, implied, or statutory, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement, and any warranties arising out of a course of dealing, usage, or trade.
13.2 BitGold does not warrant that the Affiliate Program or Links will meet your specific requirements or that the operation of the Affiliate Program or Links will be completely error-free or uninterrupted.
13.3 BitGold expressly disclaims any liability for any act or omission of a client or their products or service. BitGold does not guarantee that you will earn any specific or minimum, Commission.
14. Limitation of liability14.1 BitGold will not be liable to you with respect to any subject matter of this Agreement under any contract, negligence, tort, or law, for any indirect, incidental, consequential, special or exemplary damages (including, without limitation, loss of revenue or goodwill or anticipated profits or lost business), even if we have been advised of the possibility of such damages. Further, notwithstanding anything to the contrary contained in this Agreement, in no event shall BitGold’s cumulative liability to you arising out of or related to this Agreement, whether based in contract, negligence, strict liability, tort or other law, exceed the total Commission fees paid to you under this Agreement in the six (6) months immediately prior to any claim by you.
14.2 In no event shall BitGold be liable to you for any unavailability or inoperability of the Links, Program Websites, technical malfunction, computer error, corruption or loss of information, or other injury, damage, or disruption of any kind beyond the reasonable control of BitGold.
14.3 In no event will BitGold be liable for any indirect, incidental, consequential, personal injury, wrongful death, special or exemplary damages, including but not limited to loss of profits or loss of business opportunity, even if such damages are foreseeable and whether or not BitGold has been advised of the possibility thereof.
15. Remedies15.1 In addition to any other rights and remedies available to us under this Agreement, BitGold reserves the right to delete any actions submitted through your Links and withhold and freeze any unpaid Commissions or charge back paid Commissions to your account if:
15.3 In the event of a material breach of this Agreement, BitGold reserves the right to disclose your identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by your actions.
15.4 BitGold reserves the right to terminate this Agreement, its relationship with you, and the Affiliate Program at its sole discretion, with or without cause, with or without notice, at any time.
16. Governing lawThis Agreement and your participation in the Program shall be governed and interpreted in accordance with the laws of Ontario, Canada, and the Courts of Ontario shall have non-exclusive jurisdiction.
17. Miscellaneous17.1 You shall be responsible for the payment of all attorneys fees and expenses incurred by BitGold to enforce the terms of this Agreement.
17.2 This Agreement contains the entire agreement between you and BitGold and shall supersede all prior and/or contemporaneous agreements or understandings, written or oral. For the avoidance of doubt, this Agreement and this Affiliate Program replace any previous terms and conditions.
17.3 Affiliate agrees that BitGold shall not be subject to or bound by any Affiliate insertion order or online terms and conditions that amend, conflict with or supplement this Agreement, regardless of whether BitGold "clicks through" or otherwise indicates its acceptance thereof.
17.4 You may not assign all or any part of this Agreement. BitGold may assign this Agreement at any time with notice to you. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto.
17.5 If any provision of this Agreement is held to be void, invalid or inoperative, the remaining provisions of this Agreement shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties.
17.6 Each party to this Agreement is an independent contractor in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association, introducing broker, money manager, or employment relationship between the parties. You will have no authority to make or accept offers or representations on BitGold’s behalf. You will not make any statement, whether orally, in writing, on your website or any other website, that reasonably would contradict anything in this section, or issue, publish, or distribute any advertisement, marketing materials, or other sales literature utilizing or making reference to BitGold or its products or use such means to solicit clients for the Program or BitGold.
17.7 No course of dealing nor any delay in exercising any rights hereunder shall operate as a waiver of any such rights. No waiver of any default or breach shall be deemed a continuing waiver or a waiver of any other breach or default.
17.8 The headings and titles contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.
17.9 We will not be held liable for any delays or failure in performance, from any circumstance, act or event beyond our reasonable control. This includes, but is not limited to, lock-outs, strikes, or other industrial disputes, acts of God, changes to law or regulations, embargoes, war, terrorist acts, riots, fire, earthquakes, nuclear accidents, floods, strikes, volcanic action, unusually severe weather conditions, breakdown, failure, interruption or malfunction of telecommunications or computer services including the internet) or facilities or systems and interruption or failure of utility service, including but not limited to electric power, gas, or water, acts of hackers or third-party internet service providers, volatile market conditions, inability to communicate with brokers or market makers for whatever reason, or late or mistaken delivery or payment by any bank or counterparty or mandatory compliance with any law (including a failure to grant any license or consent needed or any change in the law or interpretation of the law ("Force Majeure").
17.10 You acknowledge that you have read this Agreement and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the Affiliate Program and each Offer and are not relying on any representation, guarantee or statement other than as set forth in this Agreement or on the Affiliate Program.
By submitting and application to Affiliate Program, you affirm and acknowledge that you have read this Agreement in its entirety and agree to be bound by all of its terms and conditions. If you do not wish to be bound by this Agreement, you should not submit an application to Affiliate Program. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to this Agreement.
This Agreement was last revised on 29 July 2015.
Terms and Conditions Effective as at 29 July 2015 (12 August 2015 for affiliates established before 29 July 2015)This Affiliate Program Operating Agreement (the "Agreement") is an agreement between BitGold Inc ("BitGold" or "we"), and you, ("you" or "Affiliate"). The Agreement applies to your participation with affiliates.bitgold.com ("Affiliate Program").
Each Affiliate Program offer (an "Offer") may be for any offering by BitGold or a third party (each such third party a "Client") and may link to a specific web site for that particular Offer ("Program Website"). Each Offer may have additional terms and conditions on pages within the Affiliate Program and are expressly incorporated as part of this Agreement.
Please read the Agreement carefully, as it sets out our and your legal risks and obligations in relation to the Affiliate Program. You will be deemed to have expressly accepted these terms by submitting an application or participating in an Offer.
1. Enrollment in the Affiliate Program
1.1 To become a BitGold Affiliate:
- you must hold a verified BitGold account and satisfactorily meet our verification requirements, including but not limited to valid email address and mobile phone number, verifiable personal details, and provision of a valid government issued photo ID. Should you close your account or no longer be eligible for an account, you will no longer be eligible to participate in the Affiliate Program;
- you must submit an Affiliate Program application from our website www.bitgold.com (the "Website");
- you must accurately complete the application with true details and provide us with updates when these details change;
- you must be at least 18 years of age;
- you must not use any aliases or other means to mask your true identity or contact information.
1.3 We will notify you of your acceptance or rejection into the Affiliate Program after review. We aim to advise you within five (5) business days.
2. Obligations of Affiliate
2.1 You will comply with clause 1.1. You will indemnify BitGold and explicitly agree and accept that BitGold is released from any claim by you for Commissions in the event that you have not complied with clause 1.1. For the avoidance of doubt, in all cases, payment of Commissions by BitGold is dependent upon you providing a valid government issued ID and satisfactorily meeting our verification requirements.
2.2 You warrant that you and (where applicable) your website is suitable and will continue to remain suitable for our Program. We may reject or cancel your application or terminate your participation in the Program should we determine that you or your website is unsuitable or becomes unsuitable for our Program. You agree that you and (where applicable) your website (or any other website you operate or control) will not:
- Promote sexually explicit materials, violence, illegal activities, or discrimination based on, inter alia, race, sex, religion, nationality, disability, sexual orientation, or age;
- Incorporate any materials which infringe or assist others to infringe on any copyright, trademark, or other intellectual property rights or to violate the law;
- Include "BitGold" or variations or misspellings thereof in its domain name;
- Make any representations, warranties, or other statements concerning BitGold or Client or any of their respective products or services, except as expressly authorized herein.
- Make or allow your Media to copy or resemble the look and feel of the Program Website or create the impression that your Media is endorsed by BitGold or Clients or a part of the Program Website, without prior explicit written permission from us.
- Be in any way unlawful, harmful, threatening, defamatory, obscene, harassing, abusive, or racially, ethnically or otherwise objectionable to us in our sole discretion ("Objectionable Content");
- Contain software downloads that potentially enable diversions of commission from other affiliates in our Program;
- Promote any illegal activity, including, but not limited to, warez, cracking, and hacking sites;
- Be created or designed to explicitly or impliedly resemble our Website, or design your website in a manner which leads customers to believe you are BitGold or an affiliated business of BitGold.
2.4 It is your responsibility to ensure your own compliance with the laws and regulations of the jurisdiction in which you reside, including, but not limited to, any requirements relating to disclosure of commissions, data protection, and tax. You must not participate in the Program where doing so would be prohibited by any applicable law or regulation.
2.5 It is your responsibility to ensure your own compliance with the terms, conditions, guidelines, and policies of any third party services used by Affiliate in connection with the Affiliate Program, including but not limited to, email providers, social networking services and ad networks.
2.6 It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your website. You must have express permission to use any copyrighted material, whether it be writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use copyrighted material or other intellectual property in violation of the law or any third party rights.
2.7 You will not infringe any copyright, trademark, or intellectual property rights when promoting BitGold to potential customers, which includes, but is not limited to, the use of images, video, or written material in your promotional materials and campaigns.
2.8 You will implement any request from BitGold to remove, alter or modify any Link, graphic or banner ad that is being used by you as part of the Affiliate Program within two (2) business days of the request.
2.9 You will always:
- prominently post and make available to end-users, including prior to the collection of any personally identifiable information, a privacy policy in compliance with all applicable laws that clearly and thoroughly discloses all information collection, use and sharing practices, including providing for the collection of such personally identifiable information in connection with the Affiliate Program and the provision of such personally identifiable information to BitGold and Clients for use as intended by BitGold and Clients;
- prominently post and make available to end-users any terms and conditions in connection with the Offer set forth by BitGold or Client, or as required by applicable laws regarding such Offers.
3.1 We have the right to monitor your website(s) at any time to determine whether you are acting in accordance with this Agreement. We may notify you of any changes to your website that we deem should be made or to make sure that your links to our Website are appropriate and to notify you of any changes that should be made.
3.2 If you do not make any changes to your website that BitGold deems necessary and notifies you of, we reserve the right to immediately terminate your participation in the Program.
3.3 BitGold reserves the right to terminate this Agreement and your participation in the Program immediately and without notice to you should you commit fraud, misuse your membership, or abuse the Program in any way. If any such fraud or abuse is detected, BitGold shall not be liable to you for any Commissions for such referrals.
3.4 BitGold may, from time to time, at its discretion, change, suspend or discontinue any aspect of an Offer or Link or remove, alter, or modify any tags, text, graphic or banner ad in connection with a Link.
4. Payment and commissions
4.1 Subject to our acceptance of you as an Affiliate and your continued compliance with the terms and conditions of this Agreement, you may be eligibly to receive a commission pursuant to this Agreement as defined in clause 4.2("Commission").
4.2 A Commission is defined in the "Offers" section of our Website, as updated and amended at our discretion from time to time with or without notice to you.
4.3 Upon acceptance of you as an Affiliate:
- We will provide you with the Affiliate Program graphic and textual links to the Program website and/or other creative materials (collectively, the "Links") which you may display as follows:
- on websites owned or controlled by you;
- in emails sent by you (which must at all times be clearly identified as coming from you); and
- in online advertisements (collectively, "Media"). The Links will serve to identify you as a member of our Affiliate Program and will establish a connection from your Media to the Program Website;
- You will receive a Commission for each individual person who:
- accesses the Program Website using the Link, where the Link is the last link to the Program Website; or
- completes all of the information required for such action within the time period allowed by BitGold; (a "Qualified Action")
- For the avoidance of doubt, a Qualified Action will not include:
- a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person;
- a sign up using pre-populated; or
- a sign up which is determined by BitGold to be fraudulent, incomplete, unqualified, or duplication.
- We will pay you any Commissions earned on a monthly basis within five (5) business days of the end of the preceding calendar month for which the Commission relates, provided that your BitGold account balance is, at the time of payment bring due, greater than CAD$99. If your BitGold account has a balance of CAD$99, your Commission will be deferred until the following month end, and will continue to be deferred until your Commission amounts to CAD$100 or your account balance is CAD$100 or greater.
- We shall automatically generate an invoice monthly on your behalf for all Commissions and shall remit payment to you on that basis (the "Invoice"). All tracking of Links and determinations of Qualified Actions and Commissions shall be made by BitGold in its sole discretion.
- If Affiliate has an outstanding balance due to BitGold under this Agreement or any other agreement between the Affiliate and BitGold, whether or not related to the Affiliate Program, Affiliates agrees that BitGold may offset any such amounts due to BitGold from amounts payable to Affiliate under this Agreement.
- to charge back to your BitGold account, at our discretion, without notice to you, any previously paid Commissions for Qualified Actions that are later determined to have not met the requirements to be a Qualified Action;
- to offset any amounts due from you to BitGold from any amounts payable to you under this Agreement, in the event of you having an outstanding balance due to BitGold under this Agreement or any other agreement between you and BitGold, whether or not related to the Affiliate Program.
4.6 In the event that wish to advise to us of a discrepancy in Qualified Actions:
- you must deliver a notice in writing to [where] which must be received by us (the "Notice of discrepancy") within three (3) business days of the final day of the calendar month;
- in the event that you and BitGold’s reported statistics vary by more than 10% and BitGold reasonably determines, in its sole discretion, that you have used generally accepted industry methods to track Qualified Actions, the Parties agree to make a good faith effort to arrive at a reconciliation. In the event that the parties are unable to arrive at a reconciliation within two (2) weeks, you agree to accept BitGold’s reported statistics.
5.1 The Parties agree that the following program-specific terms shall apply to any promotional programs as set out in this clause.
5.2 Email campaigns:
- By you undertaking an email campaign, you are deemed to agree to the terms and conditions set out in this clause 5.2 and will:
- download the "Suppression List" from the "Offers" section of Our Website;
- filter your email list by removing any entries appearing on the Suppression List and will only send emails to the remaining addresses;
- understand that BitGold will provide an opt-out method in all Links.
- immediately forward any opt-out requests come directly to you to BitGold at [email protected]. Your emails containing the Links may not include any content other than the Links, except as required by applicable law;
- accept and agree that any failure by you to comply with this clause 5.2 may result in BitGold withholding your Commission, removal or suspension from all or part of the Affiliate Program, possible legal action, and any other rights or remedies available to BitGold pursuant to this Agreement or otherwise prescribed by law;
- not mail or market any suppression files generated through the BitGold network, and that doing so may result in BitGold withholding your Commission, removal or suspension from all or part of the Affiliate Program, possible legal action, and any other rights or remedies available to BitGold pursuant to this Agreement or otherwise prescribed by law.
- By you undertaking an affiliate network campaign, you are deemed to agree to the terms and conditions set out in this clause 5.4:
- you will place the Links in your affiliate network (the "Network") for access and use by those affiliates in the Network (each a "Third Party Affiliate").
- you shall not permit any party to be a Third Party Affiliate whose website or business model involves any content which BitGold would, in its discretion, consider Objectionable Content.
- all Third Party Affiliates must be in good standing with you and you must require that all Third Party Affiliates expressly accept, through verifiable means, the terms of this Agreement prior to obtaining access to the Links.
- you shall immediately terminate any Third Party Affiliate who takes, or who could reasonably be expected to take, any action that violates the terms and conditions of this Agreement. In the event that you suspect any wrongdoing by a Third Party Affiliate with respect to the Links, you shall immediately advise BitGold and disclose to BitGold the identity and contact information for the same as well as removing the Third Party Affiliate from the Affiliate Program and terminating their access to future Offers of BitGold in the Network.
- you will expressly forbid a Third Party Affiliate from modifying the Links in any way.
- you will maintain the Network according to the highest industry standards.
- you agree to indemnify BitGold for the actions of the Third Party Affiliates for all acts and omissions of the Third Party Affiliate.
6.1 This Agreement shall commence on the date of our approval of your Affiliate Program application and shall continue thereafter until terminated.
6.2 You may terminate your participation in the Affiliate Program at any time, with or without cause, by removing all Links from your Media, deleting all copies of the Links, and providing written notice to BitGold. Written notice may be in the form of letter, email, fax, email to [email protected], or notification to a BitGold Customer Success representative.
6.3 We may terminate this Agreement or cease the Program at any time, with or without cause at any time and for any reason, which we deem appropriate with, or without prior notice to you by disabling the Links or providing you with a written notice. Upon termination of your participation in one or more Offers or this Agreement for any reason, you will immediately cease all use of and delete all Links, and all BitGold or Client intellectual property, and will cease representing yourself as a BitGold or Client Affiliate for such one or more Offers.
6.4 All rights to validly accrued payments, causes of action and any provisions, which by their terms are intended to survive termination, shall survive any termination.
6.5 This Agreement will terminate immediately upon any breach of the terms of this Agreement by you.
7. ConfidentialityExcept as otherwise provided in this Agreement or with the consent of BitGold, you agree that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or any of our Affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for any purpose other than your participation in the Affiliate Program, except and solely to the extent that any such information is generally known or available to the public through a source other than you. Affiliate shall not use any information obtained from the Affiliate Program to develop, enhance or operate a service that competes with the Affiliate Program, or assist another party to do the same.
8. Grant of licenses and intellectual property8.1 We grant you a nonexclusive, non-transferable, revocable right to use the Links and to access our Website through the Links solely in accordance with the terms of this Agreement, for the sole purpose of identifying your Media as a participant in the Affiliate Program and assisting in increasing sales through the Program Website.
8.2 You may not alter, modify, manipulate or create derivative works of the Links or any BitGold graphics, creative, copy or other materials owned by, or licensed to, BitGold in any way. You are only entitled to use the Links to the extent that you are a member in good standing of the Affiliate Program.
8.3 We may revoke your license anytime by giving you written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of BitGold’s trademarks, service marks, copyrights, patents, or trade secrets. You agree that BitGold may use any suggestion, comment or recommendation you choose to provide to BitGold without compensation. All rights not expressly granted in this Agreement are reserved by BitGold.
8.4 Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
9. Variation9.1 We may vary any of the terms of this Agreement at any time at our sole discretion by publishing changes on our Website.
9.2 If you do not wish to be bound by any variation, you may terminate the Agreement in accordance with clause 6. Your continued participation in the Program following our notification to you will indicate your deemed acceptance of the changes.
10. Promotion restrictions10.1 BitGold has a strict no spam policy. You agree that, if you promote BitGold via email, you accept responsibility for ensuring that your mailing lists are up to date, "opt-in" only, and fully compliant with your local data protection legislation and the federal CAN-SPAM Act of 2003 (the "Spam Act"). All emails sent in connection with the Affiliate Program must include the appropriate party's opt-out link.
10.2 It is solely your obligation to ensure that your communications comply with the Spam Act. You agree not to rely upon BitGold's approval of your email for compliance with the Spam Act, or assert any claim that you are in compliance with the Spam Act based upon BitGold’s approval.
10.3 From time to time, we may request, prior to your sending emails containing linking or referencing the Affiliate Program, that you submit the final version of your email to BitGold for approval by sending it to your BitGold representative and upon receiving written approval from BitGold of your email the email may be transmitted to third parties.
10.4 Other prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups, and cross-posting to multiple newsgroups. You may post to newsgroups to promote BitGold, provided that the newsgroup explicitly welcomes commercial messages.
10.5 You may not advertise in any way that effectively conceals or misrepresents your identity, domain name, or your return email address.
10.6 At all times, you must clearly represent yourself and your websites as independent from and in no way affiliated with BitGold.
10.7 Affiliates who, among other keywords or exclusively bid in their Pay-Per-Click ("PPC") campaigns or keywords such as bitgold.com, BitGold, www.BitGold, www.BitGold.com, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from the Program. We reserve the right to expel any trademark violator from our Program without prior notice and on the first occurrence of such PPC bidding behavior, and to withhold payment of all Commissions.
10.8 You are expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with referrals through the Links or the generation of Commissions or exceed your permitted access to the Affiliate Program. Such acts include, but are in no way limited to, using automated means to increase the number of clicks through the Links or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud. BitGold shall make all determinations about fraudulent activity in its sole discretion.
11. Representations and warrantiesYou hereby represent and warrant that this Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms and that you have the authority to enter into this Agreement. Subject to the other terms and conditions of this Agreement, BitGold represents and warrants that it shall not knowingly violate any law, rule or regulation which is applicable to BitGold's own business operations or BitGold's proprietary products or services.
12. IndemnificationYou agree to indemnify and hold harmless BitGold, its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable legal fees) (and or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademark infringes or any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your website, including, without limitation, content not attributable to us.
13. Disclaimer13.1 The Affiliate Program and Links, and the products and services provided in connection therewith, are provided to you "as is". Except as expressly set forth herein, BitGold expressly disclaims all warranties, express, implied, or statutory, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement, and any warranties arising out of a course of dealing, usage, or trade.
13.2 BitGold does not warrant that the Affiliate Program or Links will meet your specific requirements or that the operation of the Affiliate Program or Links will be completely error-free or uninterrupted.
13.3 BitGold expressly disclaims any liability for any act or omission of a client or their products or service. BitGold does not guarantee that you will earn any specific or minimum, Commission.
14. Limitation of liability14.1 BitGold will not be liable to you with respect to any subject matter of this Agreement under any contract, negligence, tort, or law, for any indirect, incidental, consequential, special or exemplary damages (including, without limitation, loss of revenue or goodwill or anticipated profits or lost business), even if we have been advised of the possibility of such damages. Further, notwithstanding anything to the contrary contained in this Agreement, in no event shall BitGold’s cumulative liability to you arising out of or related to this Agreement, whether based in contract, negligence, strict liability, tort or other law, exceed the total Commission fees paid to you under this Agreement in the six (6) months immediately prior to any claim by you.
14.2 In no event shall BitGold be liable to you for any unavailability or inoperability of the Links, Program Websites, technical malfunction, computer error, corruption or loss of information, or other injury, damage, or disruption of any kind beyond the reasonable control of BitGold.
14.3 In no event will BitGold be liable for any indirect, incidental, consequential, personal injury, wrongful death, special or exemplary damages, including but not limited to loss of profits or loss of business opportunity, even if such damages are foreseeable and whether or not BitGold has been advised of the possibility thereof.
15. Remedies15.1 In addition to any other rights and remedies available to us under this Agreement, BitGold reserves the right to delete any actions submitted through your Links and withhold and freeze any unpaid Commissions or charge back paid Commissions to your account if:
- BitGold determines that you have violated this Agreement;
- BitGold receives any complaints about your participation in the Affiliate Program which BitGold reasonably believes to violate this Agreement; or
- any Qualified Action is later determined not to have met the requirements set forth in this Agreement or on the Affiliate Program.
15.3 In the event of a material breach of this Agreement, BitGold reserves the right to disclose your identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by your actions.
15.4 BitGold reserves the right to terminate this Agreement, its relationship with you, and the Affiliate Program at its sole discretion, with or without cause, with or without notice, at any time.
16. Governing lawThis Agreement and your participation in the Program shall be governed and interpreted in accordance with the laws of Ontario, Canada, and the Courts of Ontario shall have non-exclusive jurisdiction.
17. Miscellaneous17.1 You shall be responsible for the payment of all attorneys fees and expenses incurred by BitGold to enforce the terms of this Agreement.
17.2 This Agreement contains the entire agreement between you and BitGold and shall supersede all prior and/or contemporaneous agreements or understandings, written or oral. For the avoidance of doubt, this Agreement and this Affiliate Program replace any previous terms and conditions.
17.3 Affiliate agrees that BitGold shall not be subject to or bound by any Affiliate insertion order or online terms and conditions that amend, conflict with or supplement this Agreement, regardless of whether BitGold "clicks through" or otherwise indicates its acceptance thereof.
17.4 You may not assign all or any part of this Agreement. BitGold may assign this Agreement at any time with notice to you. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto.
17.5 If any provision of this Agreement is held to be void, invalid or inoperative, the remaining provisions of this Agreement shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties.
17.6 Each party to this Agreement is an independent contractor in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association, introducing broker, money manager, or employment relationship between the parties. You will have no authority to make or accept offers or representations on BitGold’s behalf. You will not make any statement, whether orally, in writing, on your website or any other website, that reasonably would contradict anything in this section, or issue, publish, or distribute any advertisement, marketing materials, or other sales literature utilizing or making reference to BitGold or its products or use such means to solicit clients for the Program or BitGold.
17.7 No course of dealing nor any delay in exercising any rights hereunder shall operate as a waiver of any such rights. No waiver of any default or breach shall be deemed a continuing waiver or a waiver of any other breach or default.
17.8 The headings and titles contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.
17.9 We will not be held liable for any delays or failure in performance, from any circumstance, act or event beyond our reasonable control. This includes, but is not limited to, lock-outs, strikes, or other industrial disputes, acts of God, changes to law or regulations, embargoes, war, terrorist acts, riots, fire, earthquakes, nuclear accidents, floods, strikes, volcanic action, unusually severe weather conditions, breakdown, failure, interruption or malfunction of telecommunications or computer services including the internet) or facilities or systems and interruption or failure of utility service, including but not limited to electric power, gas, or water, acts of hackers or third-party internet service providers, volatile market conditions, inability to communicate with brokers or market makers for whatever reason, or late or mistaken delivery or payment by any bank or counterparty or mandatory compliance with any law (including a failure to grant any license or consent needed or any change in the law or interpretation of the law ("Force Majeure").
17.10 You acknowledge that you have read this Agreement and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the Affiliate Program and each Offer and are not relying on any representation, guarantee or statement other than as set forth in this Agreement or on the Affiliate Program.
By submitting and application to Affiliate Program, you affirm and acknowledge that you have read this Agreement in its entirety and agree to be bound by all of its terms and conditions. If you do not wish to be bound by this Agreement, you should not submit an application to Affiliate Program. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to this Agreement.
This Agreement was last revised on 29 July 2015.