B E T W E E N:
SIREN GROUP LTD.
, a corporation incorporated pursuant to the laws of Anguilla, with its principal place of business located at PO Box 727, 1st Floor, The Hansa Bank
Building, Landsome Road, The Valley, Anguilla
(“we”, “Siren”, or “Affiliate Network”) ,
- and –
you (the “Affiliate”) effective as of the date (“Effective Date”) that Affiliate clicks the “Sign Up” button.
For valuable consideration received and intending to be legally bound, the parties agree as follows:
The terms and conditions contained in this Agreement apply to your relationship with the Affiliate Network in connection with www.1kto10kmedia.com
(“Affiliate Program”). Additional affiliate program offers (an “Offer”) may be made by the Affiliate Network or a third party client (herein, a “Client”)
and may link to a specific web site for that particular Offer (a “Program Web Site”). Furthermore, each Offer may contain additional terms and conditions
which will be provided to you. Unless we terminate this agreement, such additional terms and conditions are deemed to be incorporated into this Agreement.
By submitting an application or participating in an Offer, you expressly consent to all the terms and conditions of this Agreement and any additional terms
and conditions provided that these have been disclosed to and acknowledged by you.
2. Enrolment in the Affiliate Program
You may be required to submit an Affiliate Program application from your website unless otherwise advised. You must accurately complete the application to
become an affiliate (and provide us with future updates) and not use any aliases or other means to mask your true identity or contact information. We will
notify you of your acceptance or rejection to the Affiliate Program, within five (5) business days. We may accept or reject your application at our sole
discretion for any reason.
3. Obligations of the Parties
(a) Subject to our acceptance of you as an affiliate and your continued compliance with the terms and conditions of this Agreement, the Affiliate Network
agrees as follows:
(i) We will make available to you via the Affiliate Program graphic and textual links to the Program Web Site and/or other creative materials
(collectively, the “Links”) which you may display on web sites owned or controlled by you, in emails sent by you and clearly identified as coming from you
and in online advertisements (collectively, “Media”). The Links will serve to identify you as a member of your Affiliate Program and will establish a link
from your Media to the Program Web Site.
(ii) We will pay you a commission as agreed to from time to time for each Qualified Action (the “Commission”). A “Qualified Action” means: (i) an incidence
of access by a natural person to the Program Web Site via the Link, where the Link is the last link to the Program Web Site (ii) which is not determined to
be fraudulent at our own discretion or generated by using an unauthorized traffic source (an “Unauthorized Action) such as a robot, spider, computer script
or other automated, artificial or fraudulent method to appear like an individual, real live person.
(iii) We will pay you the aggregate of all Commissions earned between the 1st of the month and the 15th of the month within 5
business days of the 15th of the month and all Commissions earned between the 1st of the month and the end of the month within 5
business days of the end of the month, without deduction or setoff except in respect of Unauthorized Actions which are disclosed to the Affiliate. Payment
shall be made in respect of the number of Qualified Actions in the previous pay period determined as the the number of Qualified Actions calculated by the
(iv) At the Affiliate’s written election, Affiliate Network shall automatically generate an invoice on behalf of Affiliate for all Commissions payable
under this Agreement and shall remit payment to Affiliate based upon that invoice. Upon the Affiliate’s request, Affiliate Network shall deliver a pro
forma invoice to Affiliate to enable it to verify the calculation of Qualified Actions during the invoice period.
(v) The Affiliate shall be solely responsible for the payment of all sales, excise, service, use or other taxes now or hereafter imposed upon on or
required to be collected by the Affiliate by any authority in connection with this Agreement or in respect of the Affiliate’s participation in an Affiliate
Program, excluding taxes based upon the Affiliate Network’s net income. The Affiliate Network may reduce or withhold any fees due to Affiliate to the
extent that the Affiliate Network is required to pay such taxes to any authority. Affiliate agrees that it shall not hold the Affiliate Network liable for
the provision of, or failure to provide, any tax advice and that Affiliate shall consult with its own financial and legal advisers regarding all tax
(b) The Affiliate also agrees to:
(i) Have sole responsibility for the development, operation, and maintenance of, and all content on or linked to its Media.
(ii) Ensure that all materials posted on its Media or otherwise used in connection with the Affiliate Program (i) are not illegal, (ii) do not infringe
upon the intellectual property or personal rights of any third party, (iiii) are not fraudulent and (iv) do not contain or link to any material which is
harmful, threatening, defamatory, obscene, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity,
nationality, disability or age), promotes illegal activities (such as gambling), contains profanity or otherwise contains materials that the Affiliate
Network informs you that it considers objectionable (collectively, “Objectionable Content”). If the Affiliate engages in any conduct that violates
applicable laws, infringes upon third party rights, the Affiliate Network may withhold payment from Affiliate until Affiliate ceases the violating
(iii) Not make any representations, warranties or other statements concerning the Affiliate Network or Client or any of their respective products or
services, except as expressly authorized herein.
(iv) Ensure that its Media does not copy or imitate the Program Web Site or create the impression that its Media is endorsed by the Affiliate Network or
Clients or a part of the Program Web Site, without prior written permission from us.
(v) Comply with all (i) obligations, requirements and restrictions under this Agreement and (ii) laws, rules and regulations as they relate to Affiliate’s
business, its Media or its use of the Links.
(vi) Comply 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.
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 the Affiliate Network and Clients for use as intended by the Affiliate Network and Clients.
(viii) Prominently post and make available to end-users any terms and conditions in connection with the Offer set forth by the Affiliate Network or Client,
or as required by applicable laws regarding such Offers.
(c) The following additional program-specific terms shall apply to any promotional programs set forth below:
(i) Email Campaigns. For all email campaigns, the Affiliate must obtain any relevant suppression list or blocked list (the “ Suppression List”) from the Affiliate Network. The Affiliate shall filter its email list by removing any entries appearing on the
Suppression List and will only send emails to the remaining addresses on its email list. The Affiliate Network will provide an opt-out method in all Links,
however, if any opt-out requests come directly to the Affiliate, the Affiliate shall immediately forward them to the Affiliate Network. Affiliate’s emails
containing the Links may not include any content other than the Links, except as required by applicable law.
(ii) Advertising Campaigns. No Links can appear to be associated with or be positioned on chat rooms or bulletin boards unless otherwise agreed by the
Affiliate Network in writing. Any client-side ad serving software used by Affiliate shall only have been installed on an end-user’s computer if the
function of the software is clearly disclosed to end-users prior to installation, the installation is pursuant to an affirmatively accepted and plain
English end user license agreement and the software be easily removed according to generally accepted methods.
(iii) Affiliate Network Campaigns. For all Affiliates that maintain their own affiliate networks, Affiliate agrees to place the Links in its affiliate
network (the “Network”) for access and use by those affiliates in Affiliate’s Network (each a “Third Party Affiliate”). Affiliate agrees that it will
expressly forbid any Third Party Affiliate to modify the Links in any way. Affiliate agrees to maintain its Network according to the highest industry
standards. Affiliate shall not permit any party to be a Third Party Affiliate whose web site or business model involves content containing Objectionable
Content. All Third Party Affiliates must be in good standing with Affiliate. Affiliate must require and confirm that all Third Party Affiliates
affirmatively accept, through verifiable means, this Agreement prior to obtaining access to the Links. Affiliate shall promptly terminate any Third Party
Affiliate who takes, or could reasonably be expected to take, any action that violates the terms and conditions of this Agreement. In the event that either
party suspects any wrongdoing by a Third Party Affiliate with respect to the Links, Affiliate shall promptly disclose to the Affiliate Network the identity
and contact information for such Third Party Affiliate. Affiliate shall promptly remove any Third Party Affiliate from the Affiliate Program and terminate
their access to future Offers of the Affiliate Network in the Network upon written notice from the Affiliate Network. Unless the Affiliate Network has been
provided with all truthful and complete contact information for a Third Party Affiliate and such Third Party Affiliate has affirmatively accepted this
Agreement as recorded by the Affiliate Network, Affiliate shall remain liable for all acts or omissions of any Third Party Affiliate.
Except as otherwise provided in this Agreement each of the parties hereto agree that all information, including, without limitation, the terms of this
Agreement, business and financial information, customer and vendor lists, concerning either party or their respective 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 the recipient of such information for
any purpose other than as set out and required for the performance of this Agreement, except and solely to the extent that any such information is
generally known or available to the public through a source other than the recipient.
5. Limited License & Intellectual Property
(a) We grant you a nonexclusive, non-transferable, revocable right to use the Links and to access our web site 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 Web Site.
(b) You may not alter, modify, manipulate or create derivative works of the Links or any of the Affiliate Network graphics, creative, copy or other
materials owned by, or licensed to, the Affiliate Network 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. 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 the Affiliate Network’s trademarks, service marks, copyrights, patents or trade secrets.
This Agreement shall commence on the date of our approval of your Affiliate Program application and shall continue thereafter until terminated as provided
herein. You may terminate your participation in the Affiliate Program at any time by removing all Links from your Media and deleting all copies of the
Links. You may terminate your participation in one or more Offers or this Agreement at any time and for any reason which you deem appropriate by providing
us with a 48 hour 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, plus all the Affiliate Network or Client intellectual property, and will cease representing yourself as the Affiliate for
such one or more Offers. 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.
In addition to any other rights and remedies available to you under this Agreement the Affiliate Network reserves the right to delete any Qualified Actions
submitted through your Links if (i) the Affiliate Network determines that such Qualified Actions were obtained by a violation of this Agreement, (ii) the
Qualified Action is later determined to have not met the requirements set forth in this Agreement or on the Affiliate Program. In the event of a material
breach of this Agreement, the Affiliate Network reserves the right to disclose your identity and contact information to appropriate law enforcement or
regulatory authorities but only to the extent actually required by law.
8. Anti-Spam Policy
You must strictly comply with the U.S. federal CAN-SPAM Act of 2003 (the “Act”) and Canada's Anti-Spam Legislation of 2014 (the “Legislation”). All emails
sent in connection with the Affiliate Program must include the appropriate party’s opt-out link. From time to time, we may request - prior to you sending
emails containing linking or referencing the Affiliate Program that you submit the final version of your email to the Affiliate Network for approval by
sending it to your Affiliate Network representative and upon receiving written approval from The Affiliate Network of your email the email may be
transmitted to third parties.
It is solely your obligation to ensure that the email complies with the Act and the Legislation. You agree not to rely upon the Affiliate Network’s
approval of your email for compliance with the Act and the Legislation, or assert any claim that you are in compliance with the Act and the Legislation
based upon the Affiliate Network’s approval.
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. The Affiliate Network shall make all
determinations about fraudulent activity in its sole discretion.
10. Representations and Warranties
Each party hereby represents and warrants that this Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance
with its terms and that it has the authority to enter into this Agreement. Subject to the other terms and conditions of this Agreement, each of the parties
represents and warrants that it shall not knowingly violate any law, rule or regulation which is applicable to the either party’s business operations or
such party’s proprietary products or services.
Each party acknowledges and agrees that it shall have no right to rely upon any amendment, promise, modification, statement or representation made or
occurring subsequent to the execution of this Agreement unless the same is in writing and executed by all of the parties hereto. With respect to the
subject matter of this Agreement, and any inconsistencies between this Agreement and any other agreement between the parties, the terms of this Agreement
12. Independent Investigation
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.
13. Mutual Indemnification
(a) Affiliate hereby agrees to indemnify, defend and hold harmless the Affiliate Network and their respective subsidiaries, affiliates, partners and
licensors, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments,
settlements, costs, and expenses (including reasonable attorneys’ fees and costs) based on (i) any breach of this Agreement, including any representation,
warranty, covenant, restriction or obligation made by Affiliate herein, (ii) any third party claim related to your Media, including but not limited to, the
content contained on such Media.
(b) Affiliate Network hereby agrees to indemnify, defend and hold harmless the Affiliate and their respective subsidiaries, affiliates, partners and
licensors, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments,
settlements, costs, and expenses (including reasonable attorneys’ fees and costs) based on any failure or breach of this Agreement, including any
representation, warranty, covenant, restriction or obligation made by Affiliate herein.
THE AFFILIATE PROGRAM AND LINKS, AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO AFFILIATE “AS IS”. EXCEPT AS EXPRESSLY SET
FORTH HEREIN, THE AFFILIATE NETWORK EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES
OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE AFFILIATE NETWORK
EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES.
THE AFFILIATE NETWORK DOES NOT GUARANTEE THAT AFFILIATE WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.
15. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, MEDIA, PROGRAM WEB SITES, TECHNICAL MALFUNCTION, COMPUTER
ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF THE AFFILIATE NETWORK. IN NO
EVENT WILL EITHER PARTY 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 THE OTHER PARTY HAS BEEN
ADVISED OF THE POSSIBILITY THEREOF. THE PARTIES’ CUMULATIVE LIABILITY HEREUNDER FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO
AND WILL NOT EXCEED THE AMOUNTS OF COMMISSIONS PAID DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.
16. Governing Law & Miscellaneous
This Agreement shall be governed by the laws of Anguilla and the parties agree to irrevocably attorn to the courts of Anguilla in respect of any dispute
hereunder. This Agreement contains the entire agreement between the Affiliate Network and Affiliate with respect to the subject matter hereof. The
Affiliate Network may assign this Agreement at any time with notice to the other party. This Agreement will be binding on and will inure to the benefit of
the legal representatives, successors and valid assigns of the parties hereto. 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. 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 or employment relationship between the parties. 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. This Agreement is the entire agreement between the parties in connection with the subject matter hereof and supersedes all other
agreements, communications, representations and commitments whatsoever in any medium, whether verbal or written between the parties in connection herewith.
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 the 12th day of November, 2014.
The parties hereto have agreed to this Agreement as of the date the Affiliate clicks the “Sign Up” button.