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| AFFILIATE AGREEMENT/TERMS OF SERVICE |
Agreement
The Terms of Service and Conditions found
below shall govern participation in the Goklik.com's
Affiliate program (the "Program").
Your participating in the Program is bound
by your adherence to the Terms of Service
stated in this Agreement. The term 'Affiliate'
shall refer to any individual or entity who
accepts the terms and conditions of this
Agreement and thereby enters into a legally
binding contract with Goklik.com
upon submitting the Affiliate Program application
form.
Responsibilities
Affiliate shall enable users of Affiliate's
web site to perform search queries or provide
them with links by utilizing any form of
the Intellectual Property provided by Goklik.com
deemed necessary for Affiliate such as verticals,
Search Boxes, Banners, Text-Link Directories,
Full-page Portals, Java-Includes, Dynamic
Banners, Text-links, Pop-ups, Panels, XML
feed, HTML feed, or other methods that may
be provided by Goklik.com in the
future. Affiliate shall not modify the Intellectual
Property, which is herein licensed to Affiliate.
Affiliate is solely responsible for the creation
and maintenance of its own web site and for
all contents that appears on Affiliates web
site that Affiliates submitted to Program.
Affiliate may not issue any press release
or other public statements regarding this
Agreement without Goklik.comfs
prior written consent.
Terms and Termination
The term of this Agreement (the "Term")
will commence on the date Goklik.com
accepts and approves Affiliatefs completed
application and will remain in full force
and effect until terminated pursuant to this
paragraph. All of the following terms and
conditions must be adhered to and are legally
binding immediately upon agreement. Both
parties reserve the right to terminate this
agreement at their discretion for any reason
whatsoever. However, Affiliate must notify
Goklik.com seven (7) days in advance,
in writing or via e-mail, of its intentions
to terminate Agreement. Inability to comply
with any of said terms of agreement will
forfeit any unpaid earnings and result in
immediate termination of Affiliate's account.
Further legal course of action may be considered
to prosecute violating Affiliates.
Payment
Goklik.com will pay Affiliate a
commission of minimum 65% of the net bid
amount earned by Goklik.com for
clicks generated as a result of a link from
an Affiliate's site. All payments are distributed
to Affiliates on a NET 30 basis. Affiliate
is responsible to pay all taxes on the monies
earned through the Goklik.com Program.
Affiliate has the option of choosing to receive
payments by check, through PayPal, MoneyBookers,
Egold, or via other means if Affiliate has
special needs. Affiliate is responsible for
maintaining all payment and contact information
current. Goklik.com requires each
Affiliate to submit all applicable member
info or documents before payments can be
made to Affiliate.
- Payment by Check option: Goklik.com will pay Affiliate upon reaching a level
of one fifty ($50.00) dollars for
all commissions
earned under this Agreement less
mailing
fees for Affiliates and less any
amount Goklik.com determines, in its sole discretion,
was not validly earned from proper
use of
the Intellectual Property on Affiliate's
site. In other words, commissions
earned
during any calendar month that are
less than
one fifty ($50.00) dollars, at Goklik.com's sole discretion, shall be carried
over to the next billing period.
In the event
Goklik.com has not received payment for a portion
of such bid amount earned, Goklik.com may delay paying commission due to Affiliate
on such portion additional 45 days
on the
NET term after Goklik.com collects such portion.
- PayPal/E-gold/MoneyBookers/Fethard Option:
Goklik.com will pay Affiliate upon reaching a level
of three ($3.00) dollars for all
commissions
earned under this Agreement less
any amount
Goklik.com determines, in its sole discretion,
was not validly earned from proper
use of
the Intellectual Property on Affiliate's
site. In other words, commissions
earned
during any calendar month that are
less than
three ($3.00) dollars, at Goklik.com's sole discretion, shall be carried
over to the next billing period.
In the event
Goklik.com has not received payment for a portion
of such bid amount earned, Goklik.com may delay paying commission due to Affiliate
on such portion additional 45 days
on the
NET term after Goklik.com collects such portion.
- Other Payment Options: Affiliate can arrange with Goklik.com for other payment methods (i.e.-wire
transfers) in case the aforementioned
options
do not suffice. However, other payment
options
may require additional processing
time and
be subject to some restrictions and
additional
fees.
Referral Program
Goklik.com agrees to pay Affiliate
percent of money earned by referrals that
are accepted into the Goklik.com
Network during the term of this Agreement.
The percent may vary by the affiliate member
type of each Affiliate will be paid in accordance
with the payment terms described herein.
Reporting
Affiliate is fully responsible to maintain
and preserve for at least one (1) year following
termination or expiration of the Term, accurate
records relating to the number of Searches
during the Term. Goklik.com shall
have the right to review such records, including
but not limited to log files, upon request
to Affiliate.
License
Goklik.com hereby grants to Affiliate
a non-exclusive, non-transferable, royalty-free
license to use, reproduce, display, transmit,
and redistribute Goklik.comfs linking
methods, advertising, creative and related
materials including search boxes, directories,
exit consoles, vertical banners, and branded
or co-branded search result pages and (ii)
use and display Goklik.comes trademarks,
service marks and logos during the Term solely
to display the Search Interfaces in furtherance
of Affiliate's performance under this Agreement.
Permission to use Goklik.comfs
material is subject to change at any time
deemed appropriate by Goklik.com
and Affiliate agrees to comply with all reasonable
guidelines for usage of Goklik.com
Trademarks that may be provided by Goklik.com
from time to time. Expiration of the Term
or any other termination of this Agreement
will immediately nullify and void all license
privileges granted to Affiliate by Goklik.com.
Affiliate hereby grants to Goklik.com
a non-exclusive, royalty-free license to
use and display Affiliatefs trademarks,
service marks and logos during the Term of
this Agreement. Expiration of the Term or
any other termination of this Agreement will
immediately nullify and void all license
privileges granted to Goklik.com
by Affiliate.
Search and Click Standards
Affiliate may not in any way gbegh or incentivize
searches or clicks, use incentive techniques
to drive traffic to the affiliatefs site,
nor may the Affiliate modify the Search Materials.
Loading of search results through inframes
is expressly forbidden especially while using
a third party page or passing the results
from another domain to accomplish this. Affiliate
may not cache search results. Clicks generated
from cached search results will not be paid
for unless caching has been pre-approved
by Goklik.com. Clicks without a
referral url may not be counted or paid for.
Deductions to affiliate payments may be made
if it is determined by Goklik.com
that traffic sent by Affiliate is fraudulent,
incentivized or generally of very low quality.
Goklik.com does not guarantee its
bid prices as they are dynamic and keep changing
from time to time. Affiliates suspected of
cheating or in breach of any clause of the
Agreement will have their account terminated
without notification, notice or warning.
It is the Affiliatefs responsibility to
inquire about further information regarding
his/her account from Goklik.comfs
billing department if payment is not received
by affiliate when it is due. Goklik.com
reserves the right to limit or annul Affiliatefs
access to premium advertisers with higher
bids. By having been approved by Goklik.com,
Affiliates may build a search portal containing
at least 100 keywords in at least 8 topics(categories)
and a search box. Affiliates cannot try and
defraud the system by changing IP addresses
or using any kind of click software. The
use of open proxies is strictly prohibited.
Affiliates found using proxies will immediately
lose their account. Failure to comply with
the eSearch and Click Standardsf may result
in termination of Affiliate's participation
in the Goklik.com Program and in
the forfeiture of all monies owed to affiliate
by Goklik.com.
Disclaimers
Goklik.com DISCLAIMS ALL WARRANTIES
OR CONDITIONS, EXPRESSED, IMPLIED, OR STATUTORY,
INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES
OR CONDITIONS OF MERCHANTABILITY, QUALITY
OR FITNESS FOR A PARTICULAR PURPOSE, AND
NONINFRINGEMENT. WITHOUT LIMITING THE GENERALITY
OF THE FOREGOING, Goklik MAKES NO
WARRANTIES WITH RESPECT TO ITS SERVICES.
Liability Limitation
Goklik WILL IN NO EVENT BE LIABLE
TO AFFILIATE FOR (I) INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES
ARISING FROM SUCH PARTY S PERFORMANCE OR
NON-PERFORMANCE UNDER ANY PROVISION OF THIS
AGREEMENT OR THE PROVISION OF SUCH PARTYfS
SERVICES (INCLUDING SUCH DAMAGES INCURRED
BY THIRD PARTIES), SUCH AS, BUT NOT LIMITED
TO, LOSS OF REVENUE OR ANTICIPATED PROFITS
OR LOST BUSINESS, OR (II) ANY AMOUNT IN EXCESS
OF THE AMOUNT PAYABLE BY Goklik
TO AFFILIATE DURING THE TERM. NOTWITHSTANDING
ANYTHING IN THIS AGREEMENT TO THE CONTRARY,
THIS SECTION SHALL NOT LIMIT AFFILIATEfS
LIABILITY TO Goklik FOR WILLFUL
AND MALICIOUS MISCONDUCT, BREACH OF CONFIDENTIALITY
OBLIGATIONS, OR FULFILLMENT OF ANY INDEMNIFICATION
OBLIGATIONS HEREUNDER.
Representation and warranties
Affiliate party represents and warrants that:
(i) it has power and authority to enter into
this Agreement and to carry out its provisions;
(ii) it is duly authorized to execute and
deliver this Agreement and to perform its
obligations; and (iii) this Agreement is
valid and legally binding upon it and the
execution, delivery and performance of this
Agreement by such party does not conflict
with any other agreement, instrument or understanding
to which it is a party or by which it may
be bound nor would violate any law or regulation
of any court, governmental body or agency
having jurisdiction over it. Affiliate hereby
represents, warrants and covenants to Goklik.com
that (i) it will not use any form of mass
unsolicited electronic mail solicitations,
news group postings, IRC posting, or any
other form of "spamming" as a means
of promoting its Web site or for the purpose
of directing or referring users to any Web
sites owned, operated or controlled by Goklik.com;
(ii) that Affiliate will not copy or reproduce,
alter, modify or change, broadcast, distribute,
transmit or disseminate the Goklik.com
Materials in any manner that violates the
terms and conditions of this Agreement; (iii)
that Affiliate will not use, promote, or
display any method of masking electronic
identity on the Internet, serial numbers,
cracks and hacks, Warez, any program cheats,
or any similar application or information
relating to such application; (iv) that Affiliate
will not, directly or indirectly, place any
Goklik.com Materials on any page
that contains, or is accessible by any hyperlinks
maintained or created on Affiliate's Web
site: (a) any material which constitutes,
or could be construed, as being abusing to
animals, (b) any material which entices or
promotes hate or violence against any particular
race, nationality, religion or lifestyle,
(c) any material that is illegal, threatening,
abusive, hateful, defamatory, libelous, slanderous,
scandalous or injurious to the reputation
of any person or entity; or (d) any material
which constitutes an infringement, misappropriation
or violation of any person's intellectual
property rights such as copyrights, trademark
rights, rights of publicity, patent rights,
personal property rights, privacy rights
or other rights; or (e) any program, file,
data stream or other material which contains
viruses, worms, "Trojan horses"
or any other destructive feature, regardless
of whether damage is intended or unintended,
which may detriment or have an adverse effect
on any computer equipment, loss or corruption
of data or programs, or inconvenience to
any person, agency or entity.
Assignment
Affiliate may not assign this Agreement,
in part or in whole, by operation of law
or otherwise without the prior written consent
of Goklik.com; provided, however,
that Affiliate may assign this Agreement
to an acquirer of all or of substantially
all of such party s equity securities, assets
or business relating to the subject matter
of this Agreement or to any entity controlled
by, controlling or under common control with
such party. In the case where an assignment
is made by Affiliate in violation of this
agreement, the assignment shall be null,
void and of no effect. However, Goklik.com
may assign this Agreement, at its sole discretion.
Modifications
Goklik.com reserves all rights and
may modify the terms of this Agreement without
prior notice. Goklik.com will attempt
to inform Affiliate of modifications to this
Agreement by posting an announcement of these
changes in the Affiliate gMember Areah
of its website. Affiliatefs continued use
of Goklik.com materials will constitute
an acceptance of the modified agreement.
Miscellaneous
The term of this Agreement (the "Term")
shall commence on the date Affiliate agrees
to the terms and conditions of this Agreement
and shall continue in force for a period
of one-year thereafter, unless earlier terminated
as provided herein. This Agreement will renew
automatically for successive one-year periods
until expiration of the commercial usefulness
of the Search Results, until either party
gives written notice to the other party of
its intent not to renew no less than thirty
(30) days prior to the end of the previous
one-year period, or until terminated.
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