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BPS Pro Affiliate Program Terms & Conditions

1 Comment RSS Site Feed Author: AITpro Admin
Published: October 6, 2012
Updated: May 28, 2013

This BPS Pro Affiliate Agreement (the or this “Affiliate Agreement”) contains the terms and conditions that govern your participation in the BPS Pro Affiliate Program (the “Program”). “We,” “us,” or “our” means AIT-pro.com. “You” or “your” means Affiliate Program member.  A “site” means a website. “Your site” means any site(s) and any software application(s) that you link to the AIT-pro.com Site.  “BPS Pro” means the BulletProof Security Pro plugin software.

BY ENROLLING IN THE PROGRAM YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AFFILIATE AGREEMENT, OR BY CONTINUING TO PARTICIPATE IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE, REVISED AFFILIATE AGREEMENT, OR REVISED DOCUMENTATION ON THE AIT-PRO.COM SITE, YOU (A) AGREE TO BE BOUND BY THIS AFFILIATE AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AFFILIATE AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS AFFILIATE AGREEMENT, INCLUDING THE PROGRAM PARTICIPATION REQUIREMENTS. IN ADDITION, IF THIS AFFILIATE AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS AFFILIATE AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS AFFILIATE AGREEMENT.

1. Description of the Program

The purpose of the Program is to permit you to advertise BPS Pro on your site and to earn Commission Fees for Qualifying Purchases (defined in Section 7) made by your end users. In order to facilitate your advertisement of BPS Pro, we may make available to you data, images, text, link formats, links and other information in connection with the Program (“Content”). Content specifically excludes any data, images, text, or other information or content relating to products offered on any site other than the AIT-pro.com Site.

2. Enrollment Requirements

The Program does not require submitting an application for acceptance to the Program.  By creating an Affiliate Account on the affiliates.ait-pro.com Site you are enrolled in the Program. The Program Enrollment has the following requirements:

  • Your site does not promote or undertake illegal activities;
  • You have a PayPal account that can receive PayPal Mass Pay commission fee payments; 
  • You will ensure that the information associated with your account, including your email address and other contact information and identification of your site, is at all times complete, accurate, and up-to-date. We may send notifications (if any), approvals (if any), and other communications relating to the Program to the email address then-currently associated with your Program account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.

3. Links on Your Site

After you have enrolled in the Program, you may display Special Links on your site. “Special Links” are links to the AIT-pro.com Site that you place on your site in accordance with this Affiliate Agreement, that properly utilize the special “tagged” link formats we provide, and that comply with the Program Linking Requirements. Special Links permit accurate tracking, reporting, and accrual of commission fees.
You may earn commission fees only as described in Section 7 and only with respect to activity on the AIT-pro.com Site occurring directly through Special Links. We will have no obligation to pay you commission fees if you fail to properly format the links on your site to the AIT-pro.com Site as Special Links, including to the extent that such failure may result in any reduction of commission fee amounts that would otherwise be paid to you under this Affiliate Agreement.

4. Program Requirements

By participating in the Program, you agree that you will comply with all pages, schedules, policies, guidelines, and other documents and materials referenced in this Affiliate Agreement.
You will provide us with any information that we request to verify your compliance with this Affiliate Agreement. In addition to any other rights or remedies available to us, we may terminate this Affiliate Agreement, withhold (and you agree you are not eligible for) any commission fees payable to you under this Affiliate Agreement, or both, if we determine that you or other persons that we determine are affiliated with you or acting in concert with you (whether in respect to any existing or previously terminated Program account):

  • have not complied with any requirement or restriction described in this Affiliate Agreement or have otherwise violated this Affiliate Agreement;

In addition, you hereby consent to us:

  • sending you emails relating to the Program from time to time;
  • monitoring, recording, using, and disclosing information about your site and visitors to your site that we obtain in connection with your display of Special Links (e.g., that a particular AIT-pro.com customer clicked through a Special Link from your site before buying BPS Pro on the AIT-pro.com Site) in accordance with the AIT-pro.com Privacy Policy; and
  • monitoring, crawling, and otherwise investigating your site to verify compliance with this Affiliate Agreement.

5. Responsibility for Your Site

You will be solely responsible for your site, including its development, operation, and maintenance and all materials that appear on or within it. For example, you will be solely responsible for:

  • the technical operation of your site and all related equipment;
  • displaying Special Links and Content on your site in compliance with this Affiliate Agreement and any agreement between you and any other person or entity (including any restrictions or requirements placed on you by any person or entity that hosts your site);
  • creating and posting, and ensuring the accuracy, completeness, and appropriateness of, materials posted on your site (including all BPS Pro descriptions and other BPS Pro-related materials and any information you include within or associate with Special Links);
  • using the Content, your site, and the materials on or within your site in a manner that does not infringe, violate, or misappropriate any of our rights or those of any other person or entity (including copyrights, trademarks, privacy, publicity or other intellectual property or proprietary rights);
  • disclosing on your site accurately and adequately, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including us and other advertisers) may serve content and advertisements, collect information directly from visitors, and place or recognize cookies on visitors’ browsers; and
  • any use that you make of the Content and the AIT-pro.com Logos, whether or not permitted under this Affiliate Agreement.

We will have no liability for these matters or for any of your end users’ claims relating to these matters, and you agree to defend, indemnify, and hold us, our affiliates and licensors, and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) relating to (a) your site or any materials that appear on your site, including the combination of your site or those materials with other applications, content, or processes; (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of your site or any materials that appear on or within your site, and all other matters described in this Section 5; (c) your use of any Content, whether or not such use is authorized by or violates this Affiliate Agreement, or applicable law; (d) your violation of any term or condition of this Affiliate Agreement; or (e) your or your employees’ negligence or willful misconduct.

6. Order Processing

We will process BPS Pro orders placed by customers who follow Special Links from your site to the AIT-pro.com Site. We reserve the right to reject orders that do not comply with any requirements on the AIT-pro.com Site or the BPS Pro Software License. We will track Qualifying Purchases (defined in Section 7) for reporting and advertising fee accrual purposes and will make available to you reports summarizing those Qualifying Purchases.

7. Commission Fees

We will pay you commission fees on Qualifying Purchases in accordance with Section 8. Subject to the exclusions set forth below, a “Qualifying Purchase” occurs when (a) a customer clicks through a Special Link on your site to the AIT-pro.com Site; (b) during a single Session that customer places the order for BPS Pro no later than 30 days following the customer’s initial click-through.  A “Session” begins when a customer clicks through a Special Link on your site to the AIT-pro.com Site and ends after 30 days elapses from that click.

Qualifying Purchases exclude, and we will not pay commission fees on any of, the following:

  • BPS Pro purchase that, after expiration of the applicable Session (30 days), is purchased by a customer, even if the customer previously followed a Special Link from your site to the AIT-pro.com Site;
  • BPS Pro purchase that is not correctly tracked or reported because the links from your site to the AIT-Pro.com Site are not properly formatted;
  • BPS Pro purchased through a Special Link by you or on your behalf for yourself (e.g., personal orders, orders for your own use, and orders placed by you for or on behalf of any other person or entity);
  • BPS Pro purchased for resale or commercial use of any kind;
  • BPS Pro purchased after termination of this Agreement and Program;
  • BPS Pro order that is canceled, returned or refunded.

8. Commission Fee Payment

The Program currently only pays commission fee payments to PayPal accounts.  PayPal commission payouts/payments are made on a rolling 31 day period.  Example:  If you make a sales commission on May 15th you will receive your payout on June 15th (there are 31 days in May.  For months where there are 30 days then the payout would be the 16th of the next month). Commission fee payments are made to your PayPal account using PayPal Mass Pay.  If you do not have a PayPal account setup to receive monthly commission payouts, we will withhold any unpaid accrued commission fees until you have done so.  If you have signed up for the Program and cannot create a PayPal account that is eligible or able to receive commission fee payments, your Program membership will be terminated immediately and we will withhold any unpaid accrued commission fees until you have provided us with an alternative commission fee payment method at your own expense.

9. Policies and Pricing

Customers who buy BPS Pro through this Program are our customers with respect to all activities they undertake in connection with the AIT-pro.com Site. Accordingly, as between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and BPS Pro sales set forth on the AIT-pro.com Site will apply to those customers, and we may change them at any time.

10. Identifying Yourself as a BPS Pro Affiliate

You will not issue any press release or make any other public communication with respect to this Affiliate Agreement, your use of the Content, or your participation in the Program. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to any charity or other cause), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Affiliate Agreement.

11. Limited License

Subject to the terms of this Affiliate Agreement and solely for the limited purposes of advertising BPS Pro on, and directing end users to, the AIT-pro.com Site in connection with the Program, we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to (a) copy and display the Content solely on your site; and (b) use only those of our banner designs, banner Ads and logos that we may make available to you as part of Content solely on your site and in accordance with the Program guidelines.
The license set forth in this Section 11 will immediately and automatically terminate if at any time you do not timely comply with any obligation under this Affiliate Agreement, or otherwise upon termination of this Affiliate Agreement. In addition, we may terminate the license set forth in this Section 11 in whole or in part upon written notice to you. You will promptly remove from your site and delete or otherwise destroy all of the Content and AIT-pro.com banner designs, banner Ads and logos with respect to which the license set forth in this Section 11 is terminated or as we may otherwise request from time to time.

12. Reservation of Rights; Submissions

Other than the limited licenses expressly set forth in Section 11, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to, and you do not, by virtue of this Affiliate Agreement or otherwise, acquire any ownership interest or rights in or to, BPS Pro, AIT-pro.com Software, the Program, Special Links, link formats, Content, any domain name owned or operated by us, documentation, our banner designs, banner Ads and logos, and any other intellectual property and technology that we provide or use in connection with the Program. If you provide us with suggestions, reviews, modifications, data, images, text, or other information or content about BPS Pro or in connection with this Affiliate Agreement, any Content, or your participation in the Program, or if you modify any Content in any way, (collectively, “Your Submission”), you hereby irrevocably assign to us all right, title, and interest in and to Your Submission and grant us (even if you have designated Your Submission as confidential) a perpetual, paid-up royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to (a) use, reproduce, perform, display, and distribute Your Submission in any manner; (b) adapt, modify, re-format, and create derivative works of Your Submission for any purpose; (c) use and publish your name in the form of a credit in conjunction with Your Submission (however, we will not have any obligation to do so); and (d) sublicense the foregoing rights to any other person or entity. Additionally, you hereby warrant that: (y) Your Submission is your original work, or you obtained Your Submission in a lawful manner; and (z) our and our sublicensees’ exercise of rights under the license above will not violate any person’s or entity’s rights, including any copyright rights. You agree to provide us such assistance as we may require to document, perfect, or maintain our rights in and to Your Submission.

13. Compliance with Laws

In connection with your participation in the Program you will comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you, including laws (federal, state, or otherwise) that govern marketing email (e.g., the CAN-SPAM Act of 2003).

14. Term and Termination

The term of this Affiliate Agreement will begin upon your enrollment to the Program and will end when terminated by either you or us. Either you or we may terminate this Affiliate Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon any termination of this Affiliate Agreement, any and all licenses you have with respect to Content will automatically terminate and you will immediately stop using the Content and banner designs, banner Ads and logos and promptly remove from your site and delete or otherwise destroy all links to the AIT-pro.com Site, all other Content, and any other materials provided or made available by or on behalf of us to you under this Affiliate Agreement or otherwise in connection with the Program. We may withhold accrued unpaid commission fees for a reasonable period of time following termination to ensure that the correct amount is paid (e.g., to account for any cancellations, returns or refunds). Upon any termination of this Affiliate Agreement, all rights and obligations of the parties will be extinguished, except that the rights and obligations of the parties under Sections 5, 9, 10, 12, 13, 14, 16, 17, 18, 19, and 20, together with any accrued but unpaid payment obligations of us under this Affiliate Agreement, will survive the termination of this Affiliate Agreement. No termination of this Affiliate Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Affiliate Agreement prior to termination.

15. Modification

We may modify any of the terms and conditions contained in this Affiliate Agreement at any time and in our sole discretion by posting a change notice, revised agreement, or by sending notice of such modification to you by email to the email address then-currently associated with your Program account (any such change by email will be effective on the date specified in such email and will in no event be less than two business days after the date the email is sent). Modifications may include, for example, changes to the Program Commission Fees, Program Participation Requirements, payment procedures, and other Program requirements. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AFFILIATE AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE EFFECTIVE DATE OF ANY MODIFICATION (E.G., THE DATE OF OUR POSTING OF A CHANGE NOTICE, REVISED AFFILIATE AGREEMENT ON THE AIT-PRO.COM SITE OR THE DATE SPECIFIED IN ANY EMAIL TO YOU REGARDING SUCH MODIFICATION) WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.

16. Relationship of Parties

You and we are independent contractors, and nothing in this Affiliate Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us. 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 contradicts or may contradict anything in this section. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Affiliate Agreement, you will be deemed to have taken the action yourself.

17. Limitation of Liability

WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS AFFILIATE AGREEMENT, THE PROGRAM,  THE AIT-PRO.COM SITE, OR THE AIT-PRO.COM SERVICES (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS AFFILIATE AGREEMENT, THE PROGRAM, THE AIT-PRO.COM SITE, AND THE AIT-PRO.COM SERVICES WILL NOT EXCEED THE TOTAL COMMISSION FEES PAID OR PAYABLE TO YOU UNDER THIS AFFILIATE AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.

18. Disclaimers

THE PROGRAM, THE AIT-PRO.COM SITE, ANY PRODUCTS AND SERVICES OFFERED ON THE AIT-PRO.COM SITE, ANY SPECIAL LINKS, LINK FORMATS, CONTENT, AIT-PRO.COM DOMAIN NAME, OUR LOGOS, AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY US IN CONNECTION WITH THE PROGRAM (COLLECTIVELY “AIT-PRO.COM SERVICES”) ARE PROVIDED “AS IS.” WE DO NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO AIT-PRO.COM SERVICES. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES WITH RESPECT TO THE AIT-PRO.COM SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY AIT-PRO.COM SERVICES, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY AIT-PRO.COM SERVICES, AT ANY TIME AND FROM TIME TO TIME. WE DO NOT WARRANT THAT THE AIT-PRO.COM SERVICES WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. WE WILL NOT BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE PROGRAM, CONTENT, THE AIT-PRO.COM SITE, OR THE AFFILIATES.AIT-PRO.COM SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AFFILIATE AGREEMENT. FURTHER, WE WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AFFILIATE AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OF THIS AFFILIATE AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM.

19. Disputes

Any dispute relating in any way to the Program or this Affiliate Agreement will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law and the laws of the state of California, without regard to principles of conflict of laws, will govern this Affiliate Agreement and any dispute of any sort that might arise between you and us.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Affiliate Agreement as a court would.

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to AIT-pro.com, 81 N Katherine Dr, Ventura, CA 93003. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, we will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location.

We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

Notwithstanding anything to the contrary in this Affiliate Agreement, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity’s intellectual property or proprietary rights. You further acknowledge and agree that our rights in the Content are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.

20. Miscellaneous

You acknowledge and agree that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Affiliate Agreement or operate sites that are similar to or compete with your site. You may not assign this Affiliate Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Affiliate Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Affiliate Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Affiliate Agreement.  Whenever used in this Affiliate Agreement, the terms “include(s),” “including,” “e.g.,” and “for example” mean, respectively, “include(s), without limitation,” “including, without limitation,” “e.g., without limitation,” and “for example, without limitation.” Any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this Affiliate Agreement, may be made, taken, or given in our sole discretion.


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