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Terms and Conditions
This Agreement contains the complete terms and conditions which apply to your participation as a member of the Checkdent Affiliate Program (hereinafter called the "Program"), a division of Checkdent s.r.o. (the "Company"). As used in this Agreement, "you" or "your" means the applicant/participating member. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND THE PROGRAM. BY SUBMITTING AN ENROLLMENT APPLICATION, YOU ARE STATING THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO THE TERMS AND CONDITIONS SET FORTH HEREIN. YOU ARE ACCEPTING THIS PROGRAM AGREEMENT AND AGREE TO BE BOUND BY THE TERMS THEREOF. YOU CANNOT BECOME A MEMBER OF THE PROGRAM UNLESS YOU HAVE ACCEPTED EACH AND EVERY TERM. YOU MUST ALSO FOLLOW, COMPLY, AND AGREE TO ALL THE CONDITIONS OF THE TERMS OF THIS AGREEMENT. Enrollment in this Program In order to enroll and participate in the Program, you must be eighteen (18) years of age or over the age of majority if you reside and/or conduct business in states, provinces or countries where the age of majority is greater than eighteen (18) years. You may not participate in the Program in any way if you are not of the age of majority in the state, province or country where you reside and/or conduct business. 1. To begin the enrollment process, you must submit a completed application through our web site: http://www.checkdent.com/affiliates/signup.php. 2. Your application will be automatically accepted in good faith. Approval may be granted or denied at checkdent’s sole discretion. We may reject your application if, for example, we determine that your site(s) or marketing methods are unsuitable for the Program for any reason. The Program and Commissions The Program is a referral service whereby approved affiliates ("affiliates") refer Internet users ("Dentists") to the checkdent website via hyperlink to a unique URL provided by checkdent in exchange for a portion of the revenue generated by sales of checkdent dental memberships to those referred Dentists. 1. As a participating member in the Program you will be paid per sale, for every active and legitimate sale referred by you. 2. There will be no commission on sales that result in a charge back or refund or any fraudulent activity. 3. No commission will be paid for sign-ups by you, your family or anyone within your organization. 4. Commission rates are subject to change from time to time, upon e-mail notice to you and/or notice posted on our site. Note that a commission will only be paid if the visitor to a Program-approved site can be tracked by the system from the time of the click on your link to the time of the sale. No commission will be paid if the visitor's payment to the Program cannot be tracked directly to your site by our system or if the customer does not make full payment for services provided by us. Commission Payment Affiliates earn a pay-per-sale commission of checkdent.com subscription memberships to Dentists whom they refer in accordance with the requirements set forth herein (the "Commissions"). 1. Subject to paragraph 4.2., checks, or PayPal on Commissions earned from the 1st to the 31st of a given month are sent by the end of the following month; if the payment is due to be made on a non-business day (Sat., Sun., or E.U. observed holiday), the payment will be made on the next business day. 2. Payouts are issued only if Commissions exceed $250.00; any Commissions earned below this threshold will be carried forward to the following pay period until you have accrued the minimum payout amount. 3. All payments will be issued in US Dollars. 4. If an affiliate is indebted to or otherwise obligated to pay money to checkdent under any other agreement, checkdent reserves the right to confiscate any Commissions otherwise payable to satisfaction of such other debt or obligation. 5. Commissions due and owed to you under the Program will be paid to you directly via check or PayPal with no associated fees. 6. Check payments will be sent via regular mail to the address on file. It is up to the affiliate to notify checkdent of any change of address via email in addition to changing the address of your affiliate profile. You have the option of being paid by check or PayPal upon signing up. If you would like to change from one form to another, please update your affiliate profile or contact us at affiliate@checkdent.com. 7. Our log files will prevail in determining the number of clicks and sign-ups. 8. If this Agreement is terminated because you have violated the terms herein, you waive any right to receive any payments due and unpaid to you, even for commissions earned prior to the date of termination. If this Agreement is terminated for any other reason, you are only eligible to payments on sales occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable only if the related subscriptions are not canceled or returned. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid. Responsibility for Your Site While we will review your site(s) for suitability in the Program, you will be solely responsible for the development, operation and maintenance of your site(s) and for all materials that appear on your site(s). We shall have no responsibility for the development, operation and maintenance of your site(s) and for any materials that appear on your site(s). You shall also be responsible for ensuring that materials posted on your site(s) do not violate or infringe upon any laws including, but not limited to the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights). You must have explicit permission to use another party's copyrighted or otherwise proprietary material. We will not be responsible if you use another party's copyrighted or otherwise proprietary material in violation of the law. 1. In addition to the aforementioned, we may also immediately terminate your participation in the Program without warning and you will forfeit all monies otherwise due to you if we find you have engaged in any of the following: 1. Publishing any libelous, illegal or otherwise unacceptable material on your site(s). 2. Any form of spamming, including, but not limited to unsolicited e-mail, postings, newsgroups, and/or instant messaging clients; 3. Utilizing excessive pop-up windows, timed consoles, or full-screen windows without toolbars or any other unfair or deceptive business practices, which violate applicable laws or regulations; 4. Publishing, transferring, reassigning, disclosing, distributing, or permitting any other person to use your Program account; 5. Providing inaccurate or incomplete information to the Program concerning your identity, address or other required information; 6. Attempts to cheat, defraud or mislead us or the public in any way; 7. Misrepresenting to the public, or anyone concerned, the terms and conditions of the Program approved web sites or your site(s); 8. Inclusion of illegal or unauthorized content on your site(s); Acceptable Methods of Referring Users 1. During the Term of this Agreement, checkdent grants to all affiliates a non-exclusive, non-transferable license to use the checkdent name and the promotional materials, solely in connection with the affiliate's participation in the Program and subject to the restrictions and limitations set forth in this Agreement (the "Licensed Material"). This license cannot be sub-licensed, assigned or otherwise transferred. Upon termination of this Agreement or at any time upon checkdent's request, the license granted herein shall automatically and immediately terminate and the affiliate shall immediately remove all promotional materials for and hyperlinks to checkdent website from his/her Web site. 2. Affiliates may refer Dentists using approved ad tools. You will be provided with a URL at which approved banners, text links, and other promotional materials are available. Allowable promotional links may contain the Program's or affiliated web site’s trade names, service marks, and/or logos for display on your web site(s). Subject to the terms and conditions herein, you are granted a limited, non-exclusive, non-transferable license to access and download such links and other designated promotional materials for placement on your web site(s) for the sole and exclusive purpose of promoting Program approved web sites. In utilizing the links, you agree that you will cooperate fully with us for establishment and maintenance. A link may only be visually modified with our explicit written consent. Prohibited Forms of Promotion You will not be paid Commissions in connection with memberships purchased by Users who are referred using prohibited methods. 1. Prohibited methods include, but are not necessarily limited to, pop-up consoles, redirects, blind links, hypertext links contained in Spam, or linked images other than approved ad tools. Referrals generated as a requirement to enter a affiliate's site or third-party web site, or to obtain access to goods or other services on a affiliate's site or third-party web site, are also prohibited. 2. Checkdent has a zero-tolerance policy for unsolicited commercial e-mail as well as for unsolicited commercial communications transmitted via instant messenger service, chat room, newsgroup, or message board (collectively "Spam"). Any activity by you or on your behalf that we determine or reasonably suspect to be the result of an unsolicited e-mail program can result in significant civil and criminal penalties, and WILL result in immediate termination of your account and forfeiture of unpaid monies otherwise due you hereunder. 3. Prohibited promotional activities include: 1. You may not use any form of paid or pay for click/impression advertising (Example – Google ads, Yahoo, Bing etc..) 2. affiliates may not use URL’s that include the words checkdent or anything similar to checkdent or any other Trademarked term. Any site wishing to use these terms should contact their affiliate representative for written approval and terms. 3. You may not use any terms to imply to users that your own hosted pages are owned, operated or legitimate checkdent pages or sites. 4. You may not link to checkdent web pages from any Web pages with any content, on the Web page or in its URL, that might infringe the rights of third parties, including but not limited to: wares, password selling or trading, copyright or trademark or other intellectual property infringement, privacy or right of publicity infringement, use of another's name or a variation thereof without express consent. 5. You must seek specific permission to promote checkdent by means of mass email. Permission will be granted on acceptance of separate terms and conditions 6. You may not use any banners or material not provided or approved by us to link to our sites. 7. Scripted Links (cookie stuffing) are expressly prohibited. This can include any of the following 1. Creating a cookie when none was requested. 2. Overwriting someone else’s commission cookie that had been created from a real click. 3. Using any software to create a cookie when no click has been registered directly for the appropriate content. Term of the Agreement The term of this Agreement will begin upon submission of your application and will end immediately when terminated by either party in writing (by e-mail). Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. Notice by e-mail, to your e-mail address in our records, is considered sufficient notice for us to terminate this Agreement. You may terminate your account at anytime by advising us by e-mail at: affiliates@checkdent.com Modification We may modify any of the terms and conditions contained in this Agreement, at any time and at our discretion. Notices for any change that are provided by e-mail (to your address in our records) or posted on our site, is considered sufficient notice to you of a change to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Program rules. All such modifications shall, unless we indicate otherwise, take effect 48 hours after we serve notice as provided above. 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 modifications or a new agreement on our site, will constitute your binding acceptance of the change in terms and conditions. Relationship of Parties 1. You and the Program are independent contractors. Nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site(s) or otherwise, that reasonably would contradict anything in this Section. You are not an agent of the Program and the Program expressly disclaims responsibility for any conduct by you in violation of the terms of this Agreement. 2. Participation in the Program does not constitute explicit or implied authorization to use, publish, or display any checkdent content other than that provided by checkdent pursuant to this Agreement. Limitation of Liability 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 Program, even if we have been advised of the possibility of such damages. Furthermore, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total commissions paid or payable to you under this Agreement. Representations and Warranties You hereby represent and guarantee that this Agreement has been duly and validly accepted by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms. You further represent and warrant that the execution, delivery and performance by you of this Agreement are within your legal capacity and power, have been duly authorized by all requisite action on your part, require the approval or consent of no other persons, and neither violate nor constitute a default under (i) the provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or (ii) the terms of any other agreement, document or instrument applicable to you or binding upon you. 1. Should any law enforcement agency, internet service provider or other person or entity provide the Program with notice that you have engaged in transmission of unsolicited e-mails or have engaged in otherwise unlawful conduct or conduct in violation of internet service providers’ terms of service, we reserve the right to cooperate in any investigation relating to your activities, including disclosure of your account information. Confidentiality The Program, in its sole discretion, may disclose to you certain information as a result of your participation in the Program, which we consider to be confidential (herein referred to as "Confidential Information"). For purpose of this Agreement, the term "Confidential Information" shall include, but not be limited to: 1. Any modifications to the terms and provisions of this Agreement made specifically for you or your site(s) and not generally available to other members of the Program, 2. Web site, business, and financial information relating to the Program, and 3. Customer and vendor lists relating to the Program and any members of the Program other than you. Indemnification You hereby agree personally and on behalf of any corporation to indemnify, defend and hold harmless the Company, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expense (including attorneys' and arbitrators’ fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "losses"), insofar as the losses (or actions in respect thereof) arise out of or are based on 1. Any claim or threatened claim that our use of your trademark(s) infringes on the rights of any third party; 2. The breach of any promise, covenant, representation or warranty made by you herein; 3. Or any claim related to your site(s). Disclaimers 1. WE MAKE NO EXPLICIT OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM, ANY COMPANY SERVICES, OR ITEMS SOLD THROUGH THE PROGRAM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). ADDITIONALLY, WE MAKE NO GUARANTEE THAT THE OPERATION OF OUR SITE(S) WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. 2. IN ADDITION, WE MAKE NO WARRANTY, EXPLICIT OR IMPLIED, WITH RESPECT TO ANY INFORMATION DELIVERED HEREUNDER, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TRADEMARK OR COPYRIGHT INFRINGEMENTS, WHETHER ARISING BY LAW, CUSTOM OR CONDUCT, OR AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION AND WE ARE NOT LIABLE TO YOU OR TO ANY OTHER PERSON RESULTING FROM YOUR USE, OR SUCH THIRD PERSON'S, USE OF THE INFORMATION. 3. IN THE EVENT THAT YOU ARE DISSATISFIED WITH THE PROGRAM, CHECKDENT OR THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO TERMINATE YOUR PARTICIPATION IN THE PROGRAM. Miscellaneous 1. Terminated accounts, except as expressly provided in this Agreement, cannot later apply to the Program without our explicit written consent. 2. This Agreement is governed by the laws of the Republic of Slovakia, without giving effect to provisions related to choice of laws or conflict of laws. Any legal action or suit or arbitration proceeding arising out of or based upon this Agreement shall be conducted in Bratislava, Slovakia. If any provision of this Agreement is held to be unenforceable for any reason, that provision shall be reformed only to the extent necessary to make it enforceable. 3. Unless otherwise explicitly stated, the provisions of this Agreement shall survive its termination. 4. You may not assign this Agreement to another party, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement shall be binding on, inure to the benefit of, and shall be enforceable against the parties and their respective successors and assigns. 5. 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. 6. In respect of issues of privacy of users and the use of user information, the parties agree to comply with the relevant laws of the jurisdictions governing the individual users, and the respective parties hereto. 7. The parties hereby waive any constitutional, statutory or common law right to trial by Jury. Attorney's Fees In any action or proceeding brought to enforce any provision of this Agreement, the prevailing party shall be entitled to its reasonable attorney's fees and costs. Insufficient Activity If, as a participating member, you fail to send sufficient traffic (i.e., unique visitors) to the Program for any consecutive sixty (60) day period, we reserve the right to terminate your membership in the Program. If your membership is terminated for this reason, you may apply for a new account. Supervening Events Neither party shall be liable for delay or failure in performance resulting from acts beyond the control of that party or those for whom it is responsible in law, including but not limited to acts of God, acts of war, riot, fire, flood, or other disaster, acts of government, strike, lock-out, communication line or power failures, failure, inoperability or destruction of the Site or its components unless by reason of the negligence of a party to this Agreement, its employees, agents, contractors, subcontractors, or others for whom it is responsible in law. Survival Notwithstanding the date of termination of this Agreement, unfulfilled obligations of a party shall continue until fulfilled, or until waived by the other party. All confidentiality obligations shall survive the termination of this Agreement. Entire Agreement This Agreement constitutes the complete and entire expression of the Agreement between the parties with respect to the subject matter hereof, and shall supersede any and all other Agreements, whether written or oral, between the parties and all waivers hereunder must be in writing and may be amended only by a written Agreement executed by an authorized representative of each party. Communication Any questions regarding this agreement should be directed to: E-mail: affiliates@checkdent.com
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