This is a legal Agreement that contains all of the terms and conditions between Caspio, Inc. ("Caspio"), and the individual or organization (the "Affiliate") participating in the Caspio Affiliate Program (the "Program"). By submitting the online application you are agreeing that you have read and understand the terms and conditions of this agreement and that you agree to be legally responsible for each and every term and condition. The purpose of this Agreement is to allow HTML linking between your web site and Caspio's. Please note that throughout this Agreement, "we," "us," and "our" will mean Caspio, Inc., and "you," "your," and "yours" will mean the affiliate.
To begin the enrollment process, you must first complete and submit a Program application via Our Site. Once we have evaluated your application in good faith, we will notify you of your acceptance or rejection. We may reject your application at our sole discretion.
As a member of Caspio's Affiliate Program, you will have access to the Caspio Affiliate Extranet. This site will allow you download HTML code (that provides links to web pages within Caspio's web site) and graphics ("Links") for use in your web site ("Site"). Please note that you are only allowed to link to those specific web pages that we designate in the HTML code. Additionally, you must use the HTML code that we provide, in order for us to accurately keep track of guest visits from your site to ours.
Only Caspio HTML forms may be used for registration and login to the Caspio Bridge service. We reserve the right to review your placement and approve the use of Your Links at any time, and, when applicable, require that you change the placement or use to comply with our guidelines. You agree to fully cooperate with us in order to establish and maintain any links between our site and your site. You also agree that any graphics images pertaining to Caspio you display on your site, for use as a link or otherwise, will only be graphic images that we provide to you from the Caspio Affiliate Extranet. Furthermore, if we update those graphics, you will need to replace our old graphics with the new ones.
The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to notify you of any changes to your site that we feel should be made.
It is entirely your responsibility to adhere to all applicable intellectual property and other laws that pertain to your site. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.
Caspio reserves the right to monitor your site at any time. If we determine that you are not following the terms and conditions of this Agreement we will notify you of any changes to your site that we feel should be made. We will also make sure that your links to our web site are appropriate and will notify you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Affiliate Program.
Should you commit fraud in your use of the Affiliate Program or should you abuse this program in any way, Caspio reserves the right to terminate this Agreement and your participation in our Affiliate Program immediately and without notice to you. In addition, Caspio shall not be liable to you for any Referral Fees for any fraudulent referrals.
End users who register with Caspio through Caspio's Affiliate Program will be subject to our rules, policies, and operating procedures. We may change our policies and operating procedures at any time. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.
By giving the other party written notice in the form of mail, email or fax, either party (you or we) may end this Agreement AT ANY TIME, with or without cause. In addition, if you breach this Agreement, it will be terminated immediately.
We reserve the right to change the Terms and Conditions of this Agreement at anytime and at our sole discretion, effective upon making the modified provisions available on the Caspio, Inc. Web site. You are responsible for regularly reviewing these terms and conditions. Modifications may include, but are not limited to, changes in the scope of available referral fees, referral fee schedules, payment procedures and Program rules. If any of these modifications are unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Program after the posting of any such changes on Our Site shall constitute your consent and binding acceptance of the change. Caspio, Inc. does not and will not assume any obligation to notify you of any changes to the Terms and Conditions.
Qualified Referrals exclude all previous Caspio Bridge customers. Twelve (12) weeks after your referral has signed up for a paying Caspio Bridge account, you qualify for a referral fee equal to their average monthly fee during their first three months with Caspio, up to $1000 per account, provided that they are still a paying customer in good standing. The referral fee will be deposited to your PayPal account or mailed to you if you reside in the US on a monthly basis, between the 15th and 20 th of every month. Cases of credit card fraud, charge-backs, bad debt, and credits for cancelled services are excluded. If the referral fees payable to you for any calendar month are less than $20, we will hold these referral fees until the total amount due is at least $20, or, if sooner, until this Agreement is terminated. We will not pay referral fees on any services that a customer purchases after the customer has reentered the site (other than through a Link from Your Site), even if the customer previously followed a Link from Your Site to Our Site.
You shall not create, publish, distribute, or permit any written material that makes reference to us without first submitting such material to us and receiving our prior written consent, which we agree shall not be unreasonably withheld.
You and CASPIO, INC. are independent contractors, and nothing in this Agreement will create any joint venture, partnership, franchise, agency, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or otherwise, that would reasonably contradict anything in this Article. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you for such purpose. You may not alter, modify or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of our Affiliate Program. All uses of Licensed Materials by you shall be subject to the Caspio trademark usage guidelines as will be provided to you from time to time. CASPIO, INC. reserves the right to use your name, logo, trademark, and trade name in our press releases, on Our Site, in our ads, and in our marketing collateral.
You must agree to be bound specifically by CASPIO's Caspio Bridge Usage Rules Policy. This policy states that you agree not to use the products or services provided through or in connection with the Caspio Bridge Service to: conduct any business that is unlawful, infringe or otherwise violate a third party's rights, collect information about third parties, without their express consent; interfere with or disrupt the Caspio, Inc. service or server.
We will not be liable for indirect, special, incidental, exemplary, punitive or consequential damages, or for any loss of revenue, profits, accounts, disclosure information, or data, arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. CASPIO, INC. makes no guarantees of any kind regarding the dependability, accuracy, security, timeliness or availability of the Caspio Bridge Service, or such products or services. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.
You agree to indemnify, defend and hold harmless Caspio Inc., its parents, subsidiaries, affiliates, officers, directors, employees, consultants, partners and agents harmless from and against any and all claims, demands, liability, damages costs and expenses (including but not limited to attorneys' fees) arising out of, or related to, your participation in the Caspio Bridge Affiliate Program, your violation of this Agreement or any of the terms or conditions herein, or your infringement of any intellectual property right or other right of CASPIO, INC. or any third party (including, without limitation, infringement of any copyright, violation of any proprietary right and invasion of any privacy rights), any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, the development, operation, maintenance and content of Your Site and products and services offered from Your Site, or any claim related to Your Site, including, without limitation, content therein not attributable to us. These obligations will survive any termination of your relationship with Caspio, Inc. or your enrollment in the Caspio Bridge Affiliate Program.
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential", will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications. This Agreement shall be construed in accordance with the laws of the State of California.