AffiliatesThis Affiliate Agreement (this "Agreement") contains the complete terms and conditions between ourselves, Speedbit Ltd. ("Speedbit"), and you (the "Affiliate"), regarding the promotion, on your website of the free version of the Speedbit's Download Accelerator Plus (DAP) Premium (the "DAP").
Your acceptance of this Agreement constitutes your acceptance of the terms and conditions of this Agreement.
|1.||The Speedbit Affiliate Program and Online Material|
|1.1||We shall provide You with online marketing material ("Online Material") and grant you, and only you, for the duration of this Agreement, a non-transferable, non-exclusive, limited license to use, display and transmit the Online Material for the purpose of promoting the download of DAP to Your users.|
|1.2||The license hereunder shall terminate upon the termination of this Agreement. Any transfer of assignment of the license or any part hereof, whether directly or indirectly, shall give Speedbit immediate cause to terminate this Agreement, without derogating from any other available legal remedy.|
|1.3||You are not permitted to alter, modify or change the Content in any way whatsoever.|
|1.4||You are not permitted to use the Content in any manner that is disparaging or that otherwise portrays Speedbit or anyone else negatively.|
|1.5||You are not permitted to charge your users for the download of the free version of DAP from your website.|
|1.6||You will regularly monitor the Speedbit website in order to ensure that you are using the latest Online Material.|
|1.7||Your website cannot be 'point, lottery, or rewards' based encouraging users to click on our banners or use our banners to generate revenue for users to win points, get rewards, or receive other incentives unless expressly approved in writing by Speedbit.|
|1.8||You will not publish or link to any unlawful, criminal, illegal or immoral content on your website and will furthermore refrain from any acts that may be infringing on intellectual property rights or any other third party rights, or that may be unlawful or that constitute an offence under the laws of any jurisdiction. You shall take all steps necessary to ensure that your websites do not contain any adult content nor link from, or to, any materials identical or similar to the ones listed below:|
(a) explicit, vulgar or obscene language; (b) posting or referencing of sexually explicit images or other offensive content; (c) promoting adult services, such as sexual or escort services; (d) racial, ethnic, political, hate-mongering or otherwise objectionable content; (e) investment, money-making opportunities or advice not permitted under law; (f) gratuitous violence or profanity; (g) material that defames, abuses, or threatens physical harm; (h) promotion of illegal substances or activities such as illegal online gambling, how to build a bomb, counterfeiting money, etc.; (i) software pirating; (j) hacking or phreaking; (k) spamming; (l) any spoofing, redirecting, or trafficking from adult-related websites in an effort to gain traffic; (m) any illegal activity whatsoever; or (n) any matter which may reasonably be deemed or is commonly deemed questionable or controversial.
|1.9||You will be solely responsible for the technical operation of your website and the accuracy and appropriateness of materials posted therein. You agree that your website will not, in any way, copy or resemble the look and feel of Speedbit's website nor will you create the impression that your website is Speedbit's website. You will indemnify and hold Speedbit harmless from all claims, damages, and expenses (including, without limitation, attorney's fees and expert witness fees) relating to the development, operation, maintenance, and contents of your website or any materials, products or services linked to therein.|
|2.||Intellectual property rights|
|2.1||All intellectual property rights (including, without limitation, all patents, copyrights, and trade secrets) in, evidenced by, embodied, attached, connected, or related to Speedbit and/or the Content are and shall remain the exclusive property of Speedbit. You hereby agree and acknowledge that you have not, do not, and shall not acquire any rights with respect to the Speedbit's intellectual property and the Content.|
|2.2||You are not allowed to register any tradenames, trademarks, logos, domain names or any other names or signs similar to Speedbit's intellectual property rights, including but not limited to, the Content and/or DAP.|
|3.1||You will be entitled to a commission at the rates set forth in the Speedbit affiliate webpage, as updated by Speedbit from time to time, at Speedbit's sole discretion. Speedbit may change the rate of your commision, or the commission of any other affiliate, at its sole discretion. Reporting and payments shall be effected through Speedbit's affiliate program partner (e.g. RegNow, element5, Plimus) and based on its affiliate plan terms and conditions. Your acceptance to such terms and conditions is a condition of your being Affiliate under this Agreement.|
Speedbit reserves the right to terminate this Agreement at any time and for any reason whatsoever. Termination notice will be provided via e-mail and will be effective immediately. All moneys legitimately due to you will be paid during the next billing cycle, subject to Speedbit's rights to withhold and set-off any amounts Speedbit deems necessary to cover any liabilities it reasonably expects to incur as a result of any breach of this Agreement by You. You will render and/or erase from your website any and all Online Material provided under this Agreement.
|5.1||We may modify this Agreement, at any time, at Speedbit's sole discretion. If any modification is unacceptable to you, your sole recourse is to terminate this Agreement and your continued participation in the Speedbit affiliate program.|
|5.2||We will not be liable for indirect, special or consequential damages, or any loss of revenue, profits or data arising in connection with the Content, this Agreement or the Speedbit affiliate program, even if we have been advised of the possibility of such damages. Further, Speedbit's aggregate liability arising with respect to the Content, this Agreement and the Speedbit affiliate program will not exceed the total Commissions paid or payable to you under this Agreement. Speedbit does not accept any responsibility for loss or damage suffered by any person or body relying directly or indirectly on any information contained from the Content.|
|5.2||We make no express or implied warranties or representations with respect to the Content, the Speedbit affiliate program or any products or other items sold through the Speedbit affiliate program including without limitation warranties of accuracy, fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage).|
|5.2||Any notice to you shall be given by Speedbit to the e-mail address that you provided to Speedbit's partner when you accepted your participation to its affiliate program. Any such notice shall be considered to have been given two working days after the date it was sent by theemail, with reference to the local date and time applicable to the receiver.|
YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY DOWNLOADING AND/OR USING THE SPEEDBIT CONTENT YOU EXPRESSLY CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.