Terms
This Affiliate Terms and Conditions Agreement is entered into
by and between you (the Affiliate) and SGS-Webmedia Ltd, a EU Limited Company
doing business as SGS-Webmedia Ltd ("Sonia Cash") on acceptance of this
agreement evidenced by clicking on the Create Account button on the Sonia
Cash sign-up page.
1. BASIC AGREEMENT: Upon acceptance by Affiliate of the terms and conditions
contained herein and continued compliance herewith, Affiliate shall be allowed
to participate in the SGS-Webmedia Ltd Affiliate Program (the "Program")
wherein SGS-Webmedia Ltd shall enable Affiliate to use certain intellectual
property of SGS-Webmedia Ltd on Affiliate's Web sites for marketing and
promotional purposes and as consideration for any traffic directed by Affiliate
to SGS-Webmedia Ltd through Affiliate's marketing and promotional efforts
and that converts into revenue to SGS-Webmedia Ltd, SGS-Webmedia Ltd shall
pay Affiliate compensation, as set forth in section 3 below.
2. RIGHTS GRANTED AFFILIATE: SGS-Webmedia Ltd grants Affiliate each of the
following: 2.1 The nonexclusive right to refer, direct or send visitors
or users of Affiliate's Web site(s) to websites owned, controlled and/or
operated by SGS-Webmedia Ltd ("SGS-Webmedia Ltd Web sites"); and 2.2 A limited
non-exclusive, non-transferable and revocable license to access and download
promotional banners, and other promotional materials created and owned by
SGS-Webmedia Ltd for use on Affiliate Web sites for the exclusive purpose
of advertising, marketing or promoting SGS-Webmedia Ltd Web sites. Affiliate
may post as many of these banners and other materials on its site(s) as
desired. 2.3 SGS-Webmedia Ltd owns and retains all right, title and interest
in and to its intellectual property, copyright, trademarks, patents, and
in the files, promotional banners and other material provided by SGS-Webmedia
Ltd, including all images therein. Upon termination of Affiliate's participation
in the Program and/or termination of this Agreement, the grant of right
and license set forth in subsection 2.2 above, shall cease and terminate,
and Affiliate shall immediately remove all SGS-Webmedia Ltd files, banners,
ads, and any and all other SGS-Webmedia Ltd intellectual property, copyrighted
material, trademarks, and patents, if any, from Affiliate's Web sites. 2.4
Affiliate is not authorized and shall not change SGS-Webmedia Ltd's names,
file names, trademarks, design logos, banners, ads or other material for
any purpose other than as expressly set forth herein or in any modification
to this Agreement by SGS-Webmedia Ltd. 2.5 Affiliate specifically acknowledges
and agrees that it shall not modify, edit, resize or otherwise change any
of SGS-Webmedia Ltd's names, file names, trademarks, design logos, banners,
ads or other material for any purpose whatsoever. Affiliate further acknowledges
and agrees that any such change or changes will be a material breach of
this Agreement and shall constitute an infringement of SGS-Webmedia Ltd's
copyrighted and/or trademarked intellectual property. 2.6 Affiliate agrees
and covenants to notify SGS-Webmedia Ltd of all Uniform Resource Locator
(URL) a.k.a. "Web site" locations where it has published SGS-Webmedia Ltd's
names, file names, trademarks, design logos, banners, ads or other material
pursuant to this Agreement, specifically identifying the names, file names,
trademarks, design logos, banners, ads or other material posted at each
URL. Affiliate further acknowledges and agrees that failure to notify SGS-Webmedia
Ltd of these locations constitutes a material breach of this Agreement and
each such posting of which Affiliate fails to notify SGS-Webmedia Ltd shall
constitute an infringement of SGS-Webmedia Ltd's copyrighted and/or trademarked
intellectual property.
3. AFFILIATE'S RESPONSIBILITIES AND DUTIES: 6.1 Affiliate shall only use
and promote on Affiliate Web sites SGS-Webmedia Ltd approved advertising
banners, links, and other promotional materials. 6.2 Affiliate shall not
use or employ any form of mass unsolicited electronic mailings, newsgroup
postings, IRC postings, adware, spyware, malware marketing or any other
form of "spamming" as a means of promoting Affiliate Web sites or for the
purpose of directing or referring users to any web sites owned, operated
or controlled by SGS-Webmedia Ltd. Affiliate further acknowledges and agrees
that SGS-Webmedia Ltd has the right to immediately, and without notice,
terminate your participation in the Program if SGS-Webmedia Ltd, in its
sole and absolute discretion, conclude that Affiliate has engaged in the
use of any form of mass unsolicited electronic mail solicitations, newsgroup
postings, password selling or trading, warez, IRC posting, adware, spyware,
malware marketing or any other form of "spamming". NOTE: SGS-WEBMEDIA LTD
HAS ZERO TOLERANCE FOR SPAMMING. MAIL PROMOTIONS MUST BE DONE IN COMPLIANCE
WITH THE CAN-SPAM ACT!
4. ACCEPTANCE AND EXECUTION: By CLICKING ON THE "SIGN UP" BUTTON on the
SGS-Webmedia Ltd (Sonia Cash) Sign-Up Page, and by supplying SGS-Webmedia
Ltd with all the information required to create an account on the Program,
Affiliate has accepted all of the terms and conditions set forth herein
above.