Terms & Conditions

Please read and agree to all of the following terms and conditions before submitting your application for approval. By accepting these terms you acknowledge that this is a binding legal agreement ("Agreement") between The Spyroom affiliates company, hereinafter referred to as " SPY-AFFILIATES", "we", or "us" and you "The Affiliate”, “You”

You hereby acknowledge that you will bound by the terms and conditions of the program and will abide by the rules of the set out by SPY-AFFILIATES. We reserve the right to amend the terms of the program from time to time without notice and it therefore remains the responsibility of the affiliate to ensure that they regularly visit this page for updates or changes

•  Rights Granted To You By Us. Subject to the terms and conditions set forth in this Agreement by us, we grant to You, the following:

•  The non-exclusive right to direct or refer visitors/ users of your Web site to web sites owned, operated or controlled by us

•  A limited, non-exclusive, non-transferrable and revocable license to access and download promotional banners and other promotional materials supplied by SPY-AFFILIATES for use on your Web site for the sole purpose of advertising, marketing or promoting our websites. The license herein granted shall automatically and immediately cease upon the termination of this Agreement

•  Your Warranties To Us.

The Affiliate hereby agrees that:

•  You are a person over the age of eighteen (18) years

•  You are the person who owns or is otherwise is entitled to contract on behalf of the entity which owns the rights to your Web site

•  You will while participating in the Program, use only SPY-AFFILIATES advertising links which have been pre-approved by us

•  You will not use any form of mass unsolicited electronic mail solicitations, newsgroup postings, IRC posting or any other form of "Spamming" as a means of promoting your Web site or for the purpose of directing or referring users to any of our websites.

•  You further acknowledge and agree that we have the right to immediately, and without notice, terminate your participation in the Program if we, in our sole and exclusive decision, conclude that You have engaged in the use of any form of mass unsolicited electronic mail, newsgroup postings, password selling or any other form of "spamming". SPAM of any form will not be tolerated and will result in your account being suspended and any outstanding commissions withheld.

•  That You will not copy or reproduce, alter, modify or change, broadcast, distribute, transmit or disseminate any banners or other promotional or advertising materials provided to You by us pursuant to this Agreement and the Program in whole or in part, in any manner, at any time anywhere in the world except as authorized by us in writing

•  That You will not include, or link to, any of the following within a website that contains our banners or links directly or indirectly:

•  Material depicting bestiality, rape or torture

•  Any material which is displayed or transmitted in a way as to constitute harmful matter or indecent communications to minors

•  Any material in which persons under the age of eighteen are depicted in actual, simulated or suggestive sexual situations

•  Any material not fully in compliance with 18 U.S.C. Sec. 2257 et seq. and the regulations promulgated thereunder

•  Any material which constitutes child pornography or matter which involves depictions of nudity or sexuality by an age inappropriate-looking performer (i.e. someone who looks younger than 18 years of age), or by a performer who is portrayed or made to appear to be a person under the age of 18 years of age by virtue of the script, make-up, demeanor, costuming, setting, etc. Prohibited material mentioned herein includes the use of the term 'lolita' for any purpose in any fashion including, but not limited to, within meta-based tags

•  Any material which is threatening, abusive, hateful, defamatory, libelous, slanderous, scandalous or injurious to the reputation of any person or entity

•  Any material which constitutes an infringement, misappropriation or violation of any person's intellectual property rights such as copyrights, trademark rights, rights of publicity, patent rights, personal property rights, privacy rights or other rights

•  Any program, file, data stream or other material which contains viruses, worms, "Trojan horses" or any other destructive feature, regardless whether damage is intended or unintended, which may cause damage to any computer equipment, loss or corruption of data or programs or inconvenience to any person

•  Your participation in the Program may be terminated by us for any reason including failure to perform. You may terminate your participation in the program by sending an email to us stating that you wish to have your account closed. Should the agreement be terminated by either party you hereby agree to immediately and permanently cease the use of all materials provided to You by us through the Program and that you will remove all files containing materials provided to You pursuant to the Program from your Web site.

•  Requirements in terms of the 18 U.S.C. 2257 and 28 C.F.R. Part 7:

•  You agree to understand and comply to all the requirements of the 18 U.S.C. 2257 and 28 C.F.R. Part 75 for any and all images depicting actual sexually explicit conduct of an actual human being that may be used to promote or market SPY-AFFILIATES regardless of who has produced such images

•  You shall properly (and continuously) post the statements in the manner (and the locations) required by Title 18 USC Section 2257(and the regulations promulgated thereunder) on your Web sites or other Internet areas You may utlize for the promotion or marketing of SPY-AFFILIATES.

•  Limitations of your participation in The SPY-AFFILIATES program, You acknowledge and agree that your participation is subject to the following limitations:

•  Only persons over the age of eighteen (18) years may participate

•  The SPY-AFFILIATES shall at all times have the right, in its sole and exclusive discretion, to terminate the affiliate program at anytime and any and all benefits relating to your participation and may do so with or without prior notice or cause or consent

•  SPY-AFFILIATES, in its sole and exclusive discretion, shall have the right at any time to change or modify the program, including without limitation, the right to change earnings models and the structure thereof. In the event of SPY-AFFILIATES changing the program, you shall have the right to withdraw and terminate this agreement.

•  SPY-AFFILIATES reserves the right to terminate this agreement at any time and may do so with or without prior notice or cause.

•  All materials supplied by SPY-AFFILIATES, including, without limitation, all advertising banners, photographic materials, recordings, video, sound, and any other form of intellectual property provided to You as part of this agreement shall remain the property of SPY-AFFILIATES and may not be copied or reproduced, altered, modified or changed, broadcast, distributed, transmitted or disseminated, sold or offered for sale in any manner, at any time anywhere in the world except unless expressly authorized in writing

•  TRADEMARKS, COPYRIGHT AND INTELLECTUAL PROPERTY RIGHTS

•  By entering this Agreement, you acknowledge that any and all trademarks, trade names, copyrights and other intellectual property rights supplied by SPY-AFFILIATES, used or embodied in or in connection with SPY-AFFILIATES shall remain at all times remain our sole property. You shall not during or at any time after the expiration or termination of this Agreement in any way question or dispute the ownership by us of any such rights

•  In the event that new trademarks, trade names or copyrighted materials are adopted or created during the currency of this Agreement, these will be subject to the same terms of section 6.1

•  Program Benefits.

•  Each person who becomes a subscriber to a website owned, controlled or operated by SPY-AFFILIATES, and who has been tracked and verified as a "referral" shall entitle you to a referral fee or commission

•  A "referral" from your Website shall be defined as:

•  A person who has been directed to an authorized SPY-AFFILIATES website by means of a promotional link (text link, banner add) with the relevant affiliate code in tact

•  The said person has made a sincere purchase and has not attempted to reverse any said financial transaction

•  You acknowledge and agree that You shall not be entitled to a commission or referral fee from SPY-AFFILIATES for any subscription which SPY-AFFILIATES determines is the result of possible fraudulent activity. You further acknowledge and agree that SPY-AFFILIATES shall have the right, in its sole and exclusive discretion, at any time to determine what may constitute as possible fraudulent activity.

•  All commissions and referral fees due and payable hereunder shall be payable in United States Dollars and shall survive termination of this Agreement.

• Referral fee or CPA (cost per acquisition)are the same and may be used interchangeably. CPA is calculated on the following basis and is subject the the reffered customer making a minimum of 2 successful purchases:

• Revenue-share is calculated as a % of the amount purchased successfully at an approved spy-affiliates website. The commission due is calculated on the following basis:

•  Nothing in this Agreement is intended by SPY-AFFILIATES or You to create or constitute a joint or collaborative venture or partnership of any kind.

•  You acknowledge and agree that we shall have no control nor ownership interests of any kind in your business or your Web site.

•  You acknowledge and agree that You shall have no financial or other interest in SPY-AFFILIATES or any property owned by SPY-AFFILIATES, its affiliates, agents or successors

•  You acknowledge and agree that your relationship with SPY-AFFILIATES shall be restricted to matters pertaining to the Affiliate Program exclusively and shall be governed entirely by the terms and conditions of this Agreement

•  You acknowledge that neither SPY-AFFILIATES nor any employee, associate, agent, assign or successor of SPY-AFFILIATES shall exert or provide any direct or indirect control over, monitoring of, supervision of, prior approval of, or review of the content appearing or otherwise distributed on, at or in association with your Website, and that You shall be solely responsible for any legal liabilities or consequences resulting from the dissemination of that content on or through your Web site.

•  You acknowledge and agree that SPY-AFFILIATES makes no guaranties or warranties of any kind with respect to the Program or materials provided by, through or in association with the Program, and all materials are provided to you "as is", and that the use of the Program and associated materials, including, without limitation is solely at your risk.

•  You acknowledge and agree that under no circumstances shall SPY-AFFILIATES, its employees, independent contractors, authors, agents, representatives, assigns and successors be liable to You, or any other person or entity, for any direct or indirect losses, injuries or incidental or consequential damages of any kind (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER PECUNIARY LOSS) with regard to any link to any SPY-AFFILIATES website, or arising from or in connection with the use of the SPY-AFFILIATES Program materials, or due to any mistakes, omissions, delays, errors, interruptions in the transmission, or receipt of SPY-AFFILIATES's services, content or Program materials, including without limitation any losses due to server problems or due to incorrect placement of HTML.

•  Notwithstanding the foregoing express limitations of liability, you acknowledge and agree that should SPY-AFFILIATES, its officers, employees, successors, or assigns be held liable to You for damages, injuries or losses of any kind, directly or indirectly resulting from Your participation in the Program, that the total dollar amount of liquidated damages for any and all of your claims, injuries, damages or losses shall not exceed a total of twenty dollars ($20.00).

•  You hereby confirm and acknowledge that You have unilaterally decided to enter into an Internet service business and acknowledge and expressly agree that neither SPY-AFFILIATES, any agent or representative of SPY-AFFILIATES, nor any other person has at any time in the past, represented to You or has otherwise directly or indirectly communicated in any manner to You any guarantee or reassurance of success. You further expressly agree not to raise any claim of any kind against SPY-AFFILIATES and You agree to hold SPY-AFFILIATES harmless from any claim of loss to You directly or indirectly resulting from your decision to participate in the Program pursuant to this Agreement.

•  This Agreement constitutes the entire agreement between You and SPY-AFFILIATES with respect to the subject matter hereof, and supersedes and cancels all other prior agreements, discussion, or representations, whether written or oral.

•  You agree that no modification of this Agreement by You, your employees, representatives, agents, assigns or successors shall be enforceable or have any effect unless first reduced to writing and signed by a duly authorized representative of SPY-AFFILIATES.

•  You acknowledge and agree that the failure of SPY-AFFILIATES to enforce any of the specific provisions of this Agreement shall not preclude any other or further enforcement of such provision(s) or the exercise of any other right hereunder.

•  You agree that SPY-AFFILIATES may at any time, and without prior notice to you, freely assign all or part of its duties, obligations and benefits hereunder.

•  All Provisions Of This Agreement Not Deemed Unenforceable Shall Survive. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision(s) had never been included. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision.