PLEASE READ THE ENTIRE AGREEMENT.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND COUNTY RECORDS RESEARCH (CountyRecordsResearch.com)
By clicking on the “I HAVE READ AND AGREE TO ALL TERMS OF THE COUNTY RECORDS RESEARCH AFFILIATE PARTNER AGREEMENT” you are acknowledging that all information in your registration form is true and correct and that you have read this agreement, understand all terms and conditions, and agree to be legally bound by each and every term and condition.
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in County Records Research's Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and the CountyRecordsResearch.com web site. Please note that throughout this Agreement, "we," "us," and "our" refer to County Records Research, and "you," "your," and "yours" refer to the affiliate. “Our site” means CountyRecordsResearch.com; “your site” means your website(s) that you link to our site; “Program” refers to the County Records Research Affiliate Program.
2. Affiliate Obligations
To begin the enrollment process, you have completed and submitted the online application on the CountyRecordsResearch website. The fact that we auto-approve applications does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including if it:
- Promotes sexually explicit materials
- Promotes violence
- Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
- Promotes illegal activities
- Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
- Includes "Merchant" or variations or misspellings thereof in its domain name
- Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
- Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
- You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are County Records Research or any other affiliated business.
You agree to display our links prominently on your site. You agree to follow any instructions or guidelines we provide for using links. You agree to cooperate fully with us to ensure that each link is maintained and used according to our requirements. At least once a month, you agree to check links to us to ensure that each link to us on your site is current and in the proper format. You agree to promptly substitute a link with any new link we may provide from time to time, and agree not alter, modify or expand a link to us in any way without our prior approval. You agree that, to the best of your knowledge and control, all applications submitted through your links will be completed and submitted by the same person whose name is on the application. You agree that, at our sole discretion and without advance notice, we may monitor your site at any time and as often as we wish to determine if you are using links to us properly and to determine if you are complying with the terms of this Agreement.
Affiliates may not use the URL’s, trademarks, copyrighted materials or unique content from the www.CountyRecordsResearch.com website for purposes of advertising the affiliate website, in purchasing/bidding for keywords; or conducting any other content based marketing or advertising for the affiliate website. This includes their use in meta-tags, or any other embedded advertising or search engine optimization. Violation of this provision shall be cause for the immediate termination of any affiliate relationship and the cessation of any payments due under the affiliate agreement herein.
You agree to accept e-mail and other correspondence from us at the email and mail address you have provided to us on your application. You agree to inform us of any and all changes to the information contained on the County Records Research affiliate application form, and agree that if you notify County Records Research that you no longer wish to receive their e-mails then this agreement will be considered terminated.
You agree not to engage in unsolicited e-mail (spamming) the violation of the “Can-Spam Act” or any other federal, state or local law and/or other generally unacceptable forms of marketing and/or any marketing techniques, methods or approaches that are done directly or indirectly promoting our products and/or any services that are not pre-approved by us. You agree that we are the sole authority to determine if any unapproved marketing you do for us directly or indirectly is "generally unacceptable" or is considered "spamming". You agree that you will not engage in any form of unauthorized, illegal or impermissible telemarketing or contact anyone on the FTC “Do not Call List” with respect to any activity concerning your site.
You agree that your failure to follow any and all terms of this agreement allows us, at our sole discretion, to immediately terminate this agreement without further payment of any kind.
County Records Research reserves the right, at any time, to review your placement and approve the use of your links and require that you change the placement or use to comply with guidelines.
The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.
It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. 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.
3. County Records Research Rights and Obligations
County Records Research agrees to furnish you access to our site(s) through links furnished by us. We will provide you with all advertising banners, text or other appropriate icons to be linked to our site(s). You may use your own banners, icons or methods of delivering consumers to our site(s) only upon prior written approval by us.
We will maintain our site(s) on our server(s). We retain the right to make changes to our site(s) as deemed necessary by us at our sole discretion and without any advance notice. We will provide accurate tracking of all traffic and or business generated for us by your assigned links to our site(s). We will provide you with access to monthly results of your traffic and or business generated.
County Records Research has the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify you further 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 County Records Research Affiliate Program.
County Records Research reserves the right to terminate this Agreement and your participation in the County Records Research Affiliate Program immediately and without notice to you should you commit fraud in your use of the County Records Research Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, County Records Research shall not be liable to you for any commissions for such fraudulent sales.
This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.
The term of this agreement is thirty (30) days from the date of its execution by both parties, and is automatically renewed on a monthly basis until terminated by you or us. We and/or you may terminate this agreement at any time for any reason, for no reason and/or by mutual written agreement between both parties hereto. Upon termination of this agreement all compensation paid to you shall immediately cease. The indemnification and other terms that are necessary after the termination of this agreement shall survive any termination of this agreement.
We may modify, change, add or delete any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and County Records Research Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in County Records Research Affiliate Program following the posting of the change notice or new Agreement on our site will constitute your binding acceptance and agreement to the changes.
Compensation which is earned and actually collected on accounts originating from transactions received through your links shall be paid monthly less any costs or fees of any kind including interchange fees, processing fees, credit card fees, ACH fees, charge-backs, reversals, returns, and any other item which reduces or otherwise changes the amount earned or received by us. We may at our sole option add, modify or terminate said compensation addendum based upon available programs costs or fees without further notice. You are responsible to periodically check the compensation schedule posted for any changes and the terms of any affiliate arrangement. In the event that we must refund to customers any funds which form a portion of any revenue paid to you for any reason, such amount will be deducted from the following month's compensation unless otherwise stated or in the event there is a default or no further compensation is due. If we later recover such refund, in whole or in part, the compensation so refunded shall be paid to you in proportion to the extent of the balance recovered. The provisions of this section shall survive any termination of this agreement.
Subject to this Agreement's terms and conditions, County Records Research will pay the Affiliate Partner a commission ("Commission Fees") based on the percentage of monies County Records Research actually receives from Customers, less costs and fees noted hereinabove for each monthly membership purchased through the Affiliate’s Link. Any cancellations, refunds and/or charge backs that occurred during the month will be deducted accordingly from the monthly proceeds. Commission Fees for each product will be paid at the rate of 25% of each subscriber fee collected. No Commission Fees will be paid for any fees that are generated through goods and/or services that are sold through any co-branded website.
County Records Research will pay Affiliate its Commission Fees, less any taxes County Records Research is required to withhold by law, and less any costs and expenses referenced above, no later than thirty (30) days following the end of each calendar month. The Commission Fees will be paid in the form of a check, and mailed to the Affiliate at the address set forth in the County Records Research on-line application. In the event the Affiliate's Commission Fees for any given month are one hundred dollars ($100) or less, County Records Research will retain the Commission Fees until such time as the Commission Fees exceed one hundred dollars ($100), and pay these commissions no later than 30 days at the end of the subject month or within 30 days of the termination of this agreement. Additionally, payment shall only be made for direct linked referrals through an advertisement creative hosted by Affiliate. In the event that a customer signs up through an advertisement and subsequently cancels the subscription and thereafter directly re-signs as a subscriber, not through Affiliate's site, no further commission will be paid to Affiliate.
7. Access to Affiliate Account
County Records Research will provide affiliates with a login to access their traffic information, sign-ups and estimated commissions.
8. Promotion Restrictions
You are free to promote your own web sites, but naturally any promotion that mentions County Records Research could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by County Records Research. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote CountyRecordsResearch.com so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote CountyRecordsResearch.com so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from CountyRecordsResearch.com. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the County Records Research Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as CountyRecordsResearch.com, County Records Research, www.CountyRecordsResearch.com, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from the Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior.
Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in Merchant’s service).
Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Merchant’s site (i.e., no page from our site or any County Records Research’s content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of Merchant site in IFrames, hidden links and automatic pop ups that open CountyRecordsResearch.com’s site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.
9. Grant of Licenses
9.1. 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 or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of County Records Research's Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of County Records Research and the good will associated therewith will inure to the sole benefit of County Records Research.
9.2. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
Our site is provided as is, without any express or implied warranty of any kind with respect to our program, the links or our system(s), policies or procedures, including, without limitation, warranties of fitness, merchantability or non-infringement of intellectual property. In addition, we make no representation or warranty that the operation of our site will be uninterrupted or error free, and we will not be liable for any interruptions, downtime or errors regardless of the cause. We cannot be held liable for the accuracy of, or errors in, the reports, data or information we use from others or from the failure of others to provide reports, although we will make all reasonable efforts to assure such reports are accurate and timely to the best of our ability. We do not represent or warrant that areas are covered by the content of the website and all information and material is provided to customers “AS IS” and “WHERE IS”.
We may at any time directly or indirectly solicit new customers on terms that may differ from those in this agreement or from those in effect at the time of this agreement. We may operate web sites that are similar to or compete with your site.
11. Representations and Warranties
You represent and warrant that:
You are at least 18 years of age on the effective date of this contract, have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party. You further warrant that you are licensed to carry out, to the extent required by law, business and to carry out your obligations in this agreement.
This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.
You are the owner of your URL and/or the website content, and you have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
Any misrepresentation of the requirements contained in this section shall result in immediate termination and no further commission fees being paid. You have independently evaluated the desirability of participating in this program and are not relying on any representation, guarantee or assurance other than as contained in this agreement.
12. Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL COUNTY RECORDS RESEARCH. CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
You hereby agree to indemnify and hold harmless County Records Research, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.
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 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.
Without prior written consent, you will not use or share with any third party any information relating to the number, percentage or type of visitors on your site that follow a link to our site(s) without limitation. You will not provide any party access to the affiliate portion of Our site or provide passwords or other affiliate access tools. You will not disclose or share with any third party the amount of compensation paid to you under this agreement. This provision will survive termination of this agreement.
You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and County Records Research. 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 any other of Your Site or otherwise, that reasonably would contradict anything in this Section.
Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
This Agreement shall be governed by and interpreted in accordance with the laws of the State of California without regard to the conflicts of laws and principles thereof.
You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.
You will not assign any aspect of this agreement to another person or entity without our prior written consent which will be at our sole discretion.