The following terms shall constitute a binding agreement between you (“Affiliate,” “you”, “your”) and Pro Media LLC, a Wyoming Limited Liability Company d.b.a. FoxRevenue (“FoxRevenue,” “we,” “us” or “our”), and govern your use of FoxRevenue’s Affiliate Program and all related services ( the “Services”) as defined herein.
By making use, of this site, or any of these Services, or by submitting an application to become an Affiliate of FoxRevenue, you acknowledge that you have read, and agree to be bound by, the following Service Agreement.
If accepted into the program, Affiliate will be given an opportunity to create an affiliate account through which you may access the Affiliate Account Dashboard, this will further denote your acceptance of terms and options presented to you therein, including any revisions or amendments agreed upon, or accepted, in the future.
Please read the following Service Agreement carefully before applying to become an affiliate, or otherwise making use of these Services, including this website. This Agreement sets forth legal rights and obligations, in particular requirements that you observe certain laws and regulations in your use of these services.
Applications to participate in this program, are approved or denied by FoxRevenue in their sole discretion. Upon acceptance into the Affiliate Program, you will be given access to an Affiliate Account, through which you will be allowed to select a Program Type, a Payment Account, additional terms and policies may be presented through the Affiliate Dashboard, such terms are hereby incorporated into this Agreement.
By your continued use of this site, participation in the FoxRevenue Affiliate Program, or any of our Services – including any amendments or further Affiliate options which you may accept -- you warrant that you understand that laws may vary by country, state or municipality, and as such you are responsible for compliance with all laws, regulations, and rules for all activities undertaken in your use of FoxRevenue Services.
FoxRevenue is the owner, authorized licensee, or designated rights-holder of a network of certain internet properties, and all related content (“FR Network”) under the terms set forth in this Agreement, FoxRevenue permits users to promote, license and make necessary and permitted use of designated content from the FR Network. This Affiliate Program allows authorized, participating websites ("Affiliates” and “Affiliate Sites") to refer internet traffic to properties within the FR Network using a Special Link. If such traffic results generates revenue, or a completed Transaction as required by that Affiliate Program, Affiliate may be paid a commission ("Commission"), which may be calculated as a fixed fee, a percentage fee, a bonus or other payment according to the selected Program Type (e.g., revenue share, pay per order or pay per member) (the "Program Type") in accordance with certain terms, rates and provisions of the selected Program ("Program Rules").
YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD, AND THE AGE OF MAJORITY IN THE JURISDICTION IN WHICH YOU LIVE OR RESIDE AND HAVE THE LEGAL CAPACITY AND AUTHORITY TO ENTER INTO THIS AGREEMENT. YOU FURTHER CONSENT TO THE COLLECTION AND PROCESSING OF CERTAIN PERSONAL AND OTHER INFORMATION ABOUT YOU. THE TERMS AND CONDITIONS OF THIS AGREEMENT MAY BE CHANGED AT ANY TIME BY US IN OUR DISCRETION, WITH OR WITHOUT NOTICE. YOU FURTHER AGREE THAT, TO THE EXTENT YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A BUSINESS ENTITY, YOU ARE THE DULY AUTHORIZED REPRESENTATIVE OF THAT ENTITY, AND SUCH AUTHORITY PERMITS YOU TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE BUSINESS YOU REPRESENT.
You agree that, by applying to participate in the Affiliate Program, you have agreed to abide by the terms contained herein, and that you shall observe the license terms set forth by Participating Licensors within the FR Network. You further agree, FoxRevenue has communicated to you the terms of the selected Program Type, you have chosen. Your acceptance of such terms, and any subsequent amendment, shall serve as additional evidence of your acceptance, and the particular licensing terms contained therein.
Capitalized terms used and not otherwise defined in this Agreement shall have the following meanings:
a. "Action" means an order, sign-up or other action resulting in a Commission, as more thoroughly defined in the Program Rules.
b. “Affiliate Site” shall mean website under the control of you, the Affiliate, as participant in this Agreement.
c. “Affiliate Account Dashboard” means the account interface made available to you, the Affiliate upon acceptance into the Affiliate Program, which shall set forth terms of the particular Affiliate Program you may choose to participate in, and through which you will be required to select your third-party Payment Account to receive Commissions.
d. "Advertising Assets" mean banners, buttons, graphics, html or source code, or similar material provided by an FR Entity.
e. “AID" " means the unique identifier associated with a specific Affiliate or Account.
f. "Chargeback" means the return of any funds to a person initiated by a financial institution or service.
g. “Commissions” means the funds sent to Affiliate’s selected Payment Account as a result of completed Actions, as further detailed in this Agreement.
h. "Credit" means the return of any funds to a person including, but not limited to, an adjustment, credit, refund or return.
i. "FR Network” of “FR Network Site” refers to the network of sites owned or otherwise licensed for use to FoxRevenue, or any website within the FoxRevenue network of websites
j. "FR Services" means all FR Network Sites, including their products and services including their associated logos, trademarks, service marks or other identifying features.
k. “Participating Licensors” means the owners of certain intellectual property or websites which have licensed their sites and content to FoxRevenue for purposes of this affiliate program.
l. “Payment Account” means the payment method selected by Affiliate in their Affiliate Account Dashboard, designating the third-party payment processor, bank, or other account, selected by Affiliate for the purposes of receiving pay-outs, and Commissions
m. “Program Requirements” means the terms set forth in the applicable Affiliate Program necessary for the Actions of a visitor referred to FR Network Site, in order for a Commission to be recorded or reported to Affiliate. Program Requirements may require visitor to complete a transaction for premium services as offered through the applicable FR Network Site, or complete the registration, and/or account creation, or any combination of Actions as set forth in the applicable Affiliate Program.
n. “Program Type” or “Program Terms” means any of the affiliate referral program options which FoxRevenue offers Affiliate participants. Different program types offer varying terms or options. Through the Affiliate Account Dashboard, Affiliate may select an option, and/or review additional terms which may apply to different program types.
o. “Service Amendments” means any changes or revisions to the terms of the Affiliate program as presented through your Affiliate Account Dashboard.
p. "Special Link" means a URL that uses, alone or in combination with Advertising Assets, your authorized AID, and otherwise complies with any formatting guidelines specified by FoxRevenue.
In order to participate in the Affiliate Program, you will be required to create an account with us ("Account"), and you shall be given access to the Affiliate Account Dashboard, which shall contain further terms regarding particular Affiliate Programs and Commission terms.
In creating your Account, and in using your Affiliate Account Dashboard, you certify that all information shall be accurate, complete and verifiable. Any information you provide to us shall be revised and amended to reflect any changes. You warrant that you shall safeguard your account information, ensuring the confidentiality and restricted access to your account. In the event you detect any breach of security or unauthorized use of your Account you shall inform us immediately. We shall not be liable for any losses, damages, liabilities or expenses caused by any unauthorized use of your Account, and you agree to indemnify us and hold us harmless for any such unauthorized use.
2 (a) Data, Security, and Privacy: Affiliate has a duty to maintain the integrity of their Affiliate Account, and to safeguard their log-in information.
By accepting this agreement, or applying to become an affiliate, you have consented to receive communications from FoxRevenue. All transactions under this agreement shall be conducted electronically. You shall receive notifications via your Affiliate Account and Affiliate Account Dashboard, including policies and conditions presented to you by any FR Network Site, particular to the Program terms to which you have agreed. You consent to receive all these communications.
In your uses of all Fox Revenue’s systems and services, including Affiliate Account you agree and understand that Fox Revenue must monitor your accounts, transactions, and data for purposes of carrying out this Agreement and enforcing terms therein.
FoxRevenue reserves the right to monitor any and all use of its network and systems to the extent permitted by applicable law. By using Fox Revenue's systems, you agree to such monitoring.
To the extent that Fox Revenue may process any personally identifiable information in provision of services, industry-standard security measures are used. Fox Revenue complies with state, privacy and data protection laws, as well as all other applicable regulations and directives. Fox Revenue expects Affiliates to maintain similar standards and to observe the Privacy and Security obligations passed to them by any FR Network Site they interact with in the course of performing this Agreement.
3. LIMITED LICENSE TO USE ADVERTISING ASSETS.
Affiliate represents and warrants that it owns and/or operates the Affiliate Site and desires to place Advertising Assets on the Affiliate Site subject to the terms of this Agreement. FoxRevenue may make Advertising Assets available to promote the services of one or more of the FR Network Site. Advertising Assets are provided to an individual FR Network Site). Such Advertising Assets may contain logos, trademarks, service marks and/or identifying words for the FR Entities, FR Network Site and their products and services ("FR Services"). You are granted a non-exclusive, non-transferable and revocable license to display these Advertising Assets throughout the Affiliate Site, subject to the terms and conditions of this Agreement and FoxRevenue's policies and procedures. You may not alter, change, add to, or otherwise modify any Advertising Asset provided by us. This Agreement does not authorize the use of any Advertising Assets for any off-line or non-Internet (i.e., print) advertising or in the use of email marketing or other similar solicitations.
4. AFFILIATE'S RESPONSIBILITY FOR AFFILIATE SITE AND CONTENT.
You will be solely responsible and liable for the development, operation, maintenance and all materials and content that appears on the Affiliate Site. Your participation in this agreement shall not serve as an endorsement of your Services or the Content you provide. FoxRevenue shall be under no duty to review Affiliate Sites or their Content, your continued participation in this Agreement is conditioned on your adherence to our Program Rules. Further, you warrant that operation of Affiliate Site is in accordance with all applicable laws, rules and regulations. FoxRevenue reserves the right to review your Site and Content but assumes no obligation to screen or monitor Affiliate Site.
5. AFFILIATE SELECTIONS, MULTIPLE REFERRAL PROGRAM TYPES, PAYMENT ACCOUNTS;
As an Affiliate, you may participate in multiple Programs Types and be subject to one or more commission rate, pay-out terms as set forth in the Program Terms, as accessible from your Account Panel ("Program Terms”). Your participation in a specific Program Type may require you to meet minimum thresholds based upon various factors which will be detailed in the Program Terms accessible from your Account Panel, including, but not limited to, the duration, fees paid, conversion ratio, etc. Additionally, Affiliate shall be required to select your preferred Payment Account from the available choices. FoxRevenue shall make payments in accordance with this Agreement and the terms of the Program Type you have selected. Once payment has been transmitted to your selected Payment Account, FoxRevenue assumes no further responsibility or liabilities (including, but not limited to: processing times, fees, taxes, etc.) arising from any conditions or delays attributable to the third-party operator of your
Payment Account. FoxRevenue is not a party to any third-party agreement, terms, or conditions, that may exist between Affiliate and their selected Payment Account.
The prices charged to customers of any FR Network Site are subject to change at any time. You may not include price information on the Affiliate Site related to any product or service provided by any FR Network Site. We will use reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product or service that we offer.
6. SPECIAL LINKS ON AFFILIATE SITE; COMMISSION TRACKING AND REPORTING.
Special Links permit accurate tracking, reporting, and accrual of your Commission. You may only earn a Commission with respect to activity on the FR Network Site occurring directly through Special Links, to the extent such activities fulfill the Program Requirements of the applicable Affiliate Program.
Special Links may be used alone or in combination with Advertising Assets. We will have no obligation to pay you a Commission if you fail to properly format the links 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 Agreement, or if a User of your Site does not satisfactorily complete the Program Requirements, necessary to earn a Commission.
FR Network Site’s employ industry-standard tracking methods and practices designed to determine when an Action occurs, and if Program Requirements have been satisfied. Tracking shall ensure Program Requirements have been performed, in order for a commission to be reported, once a person is referred from the Affiliate Site to an FR Network Site by clicking the Special Link, until the Program Requirement process has been completed on the FR Network Site. We will not be liable for any Commissions in the event we are unable to determine that the Actions necessary to complete Program Requirements have occurred, because of an invalid or incorrect AID, or due to inability to track user activity because of a visitor's browser settings, antivirus software configurations, or other technical complications beyond our control.
FoxRevenue provides Affiliate with online access to track and review Actions resulting in Commissions taken by members directed to the FR Network Site by the Affiliate Site, Commissions accrued, by accessing the appropriate section of your Account Panel or dashboard (the “Reports Panel"). The Reports Panel is not updated on a real-time basis, and may not reflect charge-backs or cancellations, accordingly, until a reporting period has been completed and finalized, the Reports Panel is for informational purposes, and is subject to change.
7. NO COMMISSION PAID.
A FR Network Site may refuse to permit any person to establish an Account if they do not meet the FR Network Site's requirements, terms or policies. In the event a visitor to FR Network Site does not complete Program Requirements, as set forth in the selected Affiliate Program, such incomplete Actions shall not result in a Commission.
As discussed above, FoxRevenue tracks all Service-related activities for potential fraud If we suspect your account, Affiliate Site, Special Links, or any other aspect of these Services have been used in a misleading, fraudulent, or unauthorized manner, your account will be deactivated effective immediately and with no notice to you pending further investigation.
Subject to the terms of the Prohibited Activities and Affiliate’s Representations and Warranties Sections below, any activity which directly, or indirectly seek to inflate Activities by automated means, or other methods of unauthorized traffic generation, as determined solely by us, may result in forfeiture all of the pending payouts.
If upon FoxRevenue’s investigation, and determination in our sole discretion that you allowed or encouraged any activities in violations of this Agreement, we reserve the right to terminate your Affiliate account effective immediately.
We reserve sole judgment in determining fraud and you agree to be bound by any and all such determinations. Upon such a determination, to the extent we may communicate the decision to suspend your account, we may allow Affiliate to present any credible and convincing evidence that might rebut our findings that a violation of this Agreement occurred or was likely to occur based on Affiliate’s activities.
During the term of any investigation into Affiliate activities, your payout-related payments may be put into ‘Pending Status’ until such time as a determination has been made, which may include information you present to us. In the event, clear evidence of fraud exists, or if you are unable to provide us with satisfactory evidence that you have not engaged in fraud upon our request, within seven (7) days of your payouts being placed in “Pending Status,” we thereafter reserve the right to terminate your Affiliate account and cancel payment, at our sole discretion and without any further obligations to Affiliate.
8. PAYMENT; COMMISSION PAYMENT FLOOR AND SETOFF.
FoxRevenue's current policy is to issue any Commission payments earned and owing in accordance with the Program Rules for the Program Type within approximately thirty (30) days following the end of the calendar month when the Commission was earned. All Commissions are payable in U.S. Dollars.
If the amount accrued to you for any payment of Commissions is less than the minimum amount established by us under the current pay-out or Commission terms, we will hold such payment until the payment period after the total amount accrued is at least equal to the minimum payment amount noted.
Unless otherwise stated, the minimum payment amount is as published in the Affiliate Account Dashboard , and subject to change at any time or from time to time in our sole discretion.
As set forth in Section 5, FoxRevenue shall assume no liability for processing issues resulting from the third-party agreement, the terms and performance of which shall be remain between Affiliate and their selected Payment Account.
9. TAX INFORMATION POLICY; SUSPENSION.
Upon enrollment and completion of your Account as an Affiliate, you may be required to complete certain tax documents, e.g., IRS Form W-8, W-9, SS-4, etc. (the "Required Tax Documentation"). FoxRevenue may withhold all Commission payments owing to you until such time as you submit the completed Required Tax Documentation. During the period between when you enroll as an Affiliate and create and Account, and the time you submit the Required Tax Documentation, you may provide Special Links to the FR Network Site from the Affiliate Site, Commissions will begin to accrue, and you may have access to the Reports Panel. If you fail to submit the Required Tax Documentation within sixty (60) days of your enrollment and establishment of an Account, FoxRevenue may suspend your Account until such time as you submit the Required Tax Documentation or, alternatively, FoxRevenue may terminate this Agreement immediately and any Commissions accrued shall be forfeited.
10. ORDER PROCESSING; OWNERSHIP OF CUSTOMER INFORMATION.
The FR Entities are solely responsible for processing and fulfilling all orders for customers of the FR Network Site, including but not limited to, order entry, payment processing, , cancellations, creditbacks, and related customer service. Visitors and members of the FR Network Site will be considered customers of the applicable FR Entities for all purposes, and all FR Network Site terms, policies, rules and procedures will govern the customer relationship between the FR Entities and such customers. As between the parties, the FR Entities own any information pertaining to any person or customer who accesses any FR Network Site.
11. NON-EXCLUSIVE LIMITED LICENSE TO USE FR MARKS.
The applicable FR Network Site grants you a non-exclusive, non-transferable, revocable and limited license to use the logos, trade names, trademarks, service marks, and similar identifying material specified by such FR Network Site in the terms of applicable Program Rules or the terms and policies incorporated on their website, solely for the purpose of this Affiliate Program, subject to and in accordance with the terms of this Agreement. Without limiting the foregoing, you hereby agree:
a. that the Participating Licensor, a FR Network Site, and owner of the licensed materials may enforce its rights against you, your agreement to the Program Terms offered by a Participating Licensor shall constitute a binding agreement.
b. to refrain from using keywords incorporating or otherwise based upon the FR Marks on search engines;
c. to not use or place the FR Marks on or with any items that are defamatory, invasive of privacy, or otherwise injurious others.
d. to use the FR Marks exactly in the form provided and in conformance with any trademark usage policies,
e. not to take any Action inconsistent with the FR Entities' ownership of the FR Marks;
f. not to use the FR Marks in any manner that is disparaging or that otherwise portrays the FR Entities in a negative or misleading light;
g. not to create a website or web page that uses the FR Marks in a manner that is likely to be confused.
h. not to use, register or file an application to register a trademark, service mark, domain name, user name, account name or other proprietary designation incorporating the FR Marks.
i. to notify FoxRevenue promptly upon becoming aware of any improper use of the FR Marks,
j. You may only use the FR Marks to the extent that you advertise FR Services pursuant to this Agreement. We reserve all intellectual property and proprietary rights in and to the FR Marks,
k. The license granted to you pursuant to this Section may be revoked at any time for any reason and shall terminate upon expiration or termination of this Agreement.
l. You will not receive any Commissions for any traffic derived from the unauthorized use of any FR Marks. The amount of the Commissions not paid will be determined by us in our sole discretion.
12. NON-EXCLUSIVE LIMITED LICENSE TO USE YOUR MARKS.
You hereby grant the FR Entities a non-exclusive, transferable, world-wide license to utilize your name(s), titles, logos, and trademarks ("Your Marks") to advertise, market, promote and publicize in any manner the FR Services, the FR Network Site and our rights hereunder. However, we shall have no obligation to so advertise, market, promote or publicize. You hereby represent and warrant that you are the sole and exclusive owner of Your Marks and/or have all necessary rights and power to grant to us the license to use Your Marks in the manner contemplated herein.
13. REPRESENTATIONS AND WARRANTIES.
You hereby represent and warrant to us that neither you nor the Affiliate Site shall:
a. engage in any activity which might alter tracking, or inflate the number or completed Actions, whether by automated means or by encouraging or allowing fraudulent sign-ups.
b. incur, undertake or make any representation agreement on behalf of us;
c. contain or promote materials that infringe or violates any intellectual property rights;
d. contain any materials that depict persons under the age of eighteen (18), or, promotes (i) harmful or indecent material to minors, (ii) violence, (iii) discrimination based on race, sex, religion, nationality, disability, sexual orientation, age or any other legally prohibited classification;
e. use or benefit from unsolicited sexually explicit advertising;
f. contain content that is defamatory, misleading, libelous, hateful, or abusive;
g. be construed as advertising, marketing or business practices that are fraudulent or misleading;
h. involve spamming, spyware, adware, spoofing, or phishing;
i. own, control or use a URL containing a designation which we have determined is prohibited, fraudulent or misleading.
j. violate, or promote violation of, any law, statute, ordinance or regulation (including, but not limited to, the Federal Trade Commission blogger rules);
You further represent and warrant that all information provided to us, including your email address and other contact information and identification of Affiliate Site(s), is at all times complete, accurate, and up-to-date and that you will respond in a timely manner in the event that we attempt to contact you.
14. PROHIBITED ACTIVITIES.
You are prohibited from sending any email to advertise on behalf of the FR Entities. You may also not advertise on our behalf in any manner that violates, or is otherwise inconsistent with, Section 13 ("Representations and Warranties").
a. Any use of sexually explicit content to advertise on behalf of the FR Entities must comply with Section 18 ("Compliance with 18 USC section 2257").
b. You may not display, or by any other method use, any photos, videos or any other information pertaining to any members of, or any other persons depicted on, any FR Network Site.
c. You are prohibited from advertising, in any manner, the FR Network Site or FR Services through the use of e-mail marketing or links in e-mail. This provision prohibiting such e-mail marketing goes beyond the prohibition of the use of unsolicited e-mail advertising and prohibits you from sending any e-mail messages advertising FR Network Site or FR Services even if such e-mail is permission based or double opt-in.
d. You are prohibited from bidding on, or otherwise purchasing, any keywords on any search engines (to promote, market or advertise any FR Network Site.
We, in addition to any other remedy we may have, reserve the right to suspend or terminate your Account and/or this Agreement, and take any other appropriate disciplinary actions permitted by law, without notice if you (or someone acting on your behalf) violate this Section.
We fully reserve the right at any time to refuse to accept traffic from you for any reason or no reason. In addition, we fully reserve the right to divert any traffic you send to any FR Network Site, or to any other site and your only remedy would be to stop sending traffic to us, or to terminate this Agreement without any monetary compensation owing to you.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, FOXREVENUE AND THE FR ENTITIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT ARISING OUT OF ANY AFFILIATES' PARTICIPATION IN THE AFFILIATE PROGRAM OR USE OF FR NETWORK SITE OR FR SERVICES. FURTHER, FOXREVENUE AND THE FR ENTITIES EXPRESSLY DISAVOW ANY OBLIGATION TO DEFEND, INDEMNIFY OR HOLD AFFILIATE OR ANY AFFILIATE REPRESENTATIVES OR OWNERS HARMLESS IN CONNECTIONWITH ANY LAWSUIT OR OTHER PROCEEDING ARISING OUT OF SUCH PARTICIPATION OR USE. IN ADDITION, WE MAKE NO REPRESENTATION OR WARRANTY THAT THE OPERATION OF THE FR NETWORK SITE OR FR SERVICES WILL REMAIN UNINTERRUPTED OR ERROR-FREE OR GENERATE ANY INCOME OR COMMISSIONS WHATSOEVER.
16. LIMITATION OF LIABILITY.
FOXREVENUE, AND THE FR ENTITIES, THEIR PARENT COMPANIES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, DESIGNEES, CONTRACTORS, AFFILIATES, SUBSIDIARIES, SUCCESSORS AND ASSIGNS SHALL NOT BE LIABLE FOR EXEMPLARY, CONSEQUENTIAL, SPECIAL, PUNITIVE OR SIMILAR DAMAGES, INCLUDING WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF PROFITS, OR LOSS OF DATA ARISING IN CONNECTION WITH THIS AGREEMENT EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, FOXREVENUE AND THE FR ENTITIES, THEIR PARENT COMPANIES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, DESIGNEES, CONTRACTORS, AFFILIATES, SUBSIDIARIES, SUCCESSORS AND ASSIGNS AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED THE AGGREGATE AMOUNT PAID TO YOU DURING THE PAST SIX (6) MONTHS. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY REGARDLESS WHETHER BASED UPON BREACH OF CONTRACT, NEGLIGENCE, TORT, VIOLATION OF 18 USC SECTION 2257 ET SEQ., ERRORS AND OMISSIONS, COPYRIGHT, TRADEMARK, PATENT, OR ANY OTHER CLAIM OR CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT.
17. COMPLIANCE WITH 18 USC SECTION 2257.
At all times, the Affiliate Site must comply with 18 USC section 2257. To the extent that we provide you with Advertising Assets that contain a visual depiction of any person that is "sexually explicit" as defined by 18 USC section 2257, your use of such Advertising Assets must also comply with 18 USC section 2257.
18. TERM; TERMINATION.
Either party may terminate this Agreement at any time by providing notice to the other party pursuant to program terms. All clauses in this agreement shall not survive termination, except for clauses that, in order to give proper effect to their intent, must survive such expiration or termination.
19. NO AGENCY; INDEPENDENT CONTRACTORS.
Nothing in this Agreement is deemed to create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf and you are prohibited from holding yourself out as our agent. Affiliate shall not take any action or make any statement that contradicts anything in this Section. It is expressly understood and agreed that Affiliate and FoxRevenue are independent contractors in all manners and respects. Affiliate shall not be entitled to any benefits and shall be solely responsible for all taxes, social security taxes, unemployment taxes, workers' compensation insurance premiums and any other taxes or Commissions and other amounts paid to Affiliate hereunder.
You shall defend (or pay our fees and costs of defense at our sole discretion), indemnify and hold FoxRevenue and FR Entities and their respective successors, affiliate entities, assigns, shareholders, officers, directors, employees and applicable third parties (e.g., licensors, licensees, consultants and contractors) (collectively, the "Indemnified Person(s)") harmless against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) brought against the Indemnified Person(s) and arising out of or related to, your participation in the Affiliate Program, operation of the Affiliate Site, and/or your breach (or any alleged breach) of any term of this Agreement, including but not limited to, Sections 11 ("Non-Exclusive Limited License to Use FR Marks") and 13 ("Representations and Warranties").
21. CHOICE OF LAW.
This Agreement shall be governed by the laws of the State of Wyoming, without regard to its conflict of laws rules or principles.
Affiliate hereby consents to exclusive jurisdiction in Wyoming and venue in Wyoming for all arbitration and other proceedings arising out of this Agreement.
23. ARBITRATION OF DISPUTES. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
24. CLASS ACTION WAIVER. YOU AND FOXREVENUE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND FOXREVENUE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S).
25. AGREEMENT BINDING.
This Agreement shall be binding upon the parties and their successors, permitted assigns, heirs, affiliates, directors, shareholders, officers, employees and/or agents.
26. INJUNCTIVE RELIEF.
Affiliate's sole remedy for breach of any provision of this Agreement shall be an action at law for monetary damages, and in no event shall Affiliate be entitled to any injunctive or other equitable relief. FoxRevenue may bring an action for injunction or other equitable relief to protect its intellectual property rights or rights in or to confidential information and trade secrets.
27. AMENDMENT TO PUBLISHED COMMISSION PROGRAM TERMS.
Any modification to any published Program Rules, Program Types, or other documentation that would modify the rate, amount, or calculation of FoxRevenue’s Commission Program Terms shall be presented to you through your Affiliate Account Dashboard, your acceptance of amendments or modifications shall be recorded accordingly, in any event, your continued participation in the Affiliate Program shall denote your acceptance.