Affiliate Service Agreement

This Affiliate Service Agreement (the "Agreement") is made by and between SurfNet, Inc., a Delaware corporation, and you, as an Affiliate user of the SurfNet Service ("You", "Your", "Affiliate").
To be an authorized Affiliate of SurfNet, Inc., You agree to abide by the terms and conditions contained in this Agreement. Please read this Agreement carefully before registering and using the SurfNet Service as an Affiliate. By signing up for the SurfNet affiliate service, you indicate your acceptance of this agreement and its terms and conditions. If you do not accept this Agreement, do not use the SurfNet Service as an Affiliate.
PRIVACY POLICY
SurfNet respects the privacy of its users and promises not to disclose personal or business information to third parties without the express permission of You and Your company. We will not sell your name, e-mail address, phone number, or any other personal information to anyone else. We consider this information to be private, and it will remain as such. If you have any questions about your privacy rights, contact us at affiliate_support@surfmail.net.
The following agreement is summarized as follows:
  • You place our merchantís banners anywhere on your site as you see fit, or within non-spam emails.
  • The SurfNet affiliate service is a FREE service. The only fees applied or deducted from your payout is for shipping and handling for sending your payment. The fee for this is $2.50 per pay period.
  • Important note: no partnership is being created with the revenue sharing agreement.
  • We may email you concerning new merchant programs
  • We might change the service from time to time
  • You will be paid your commissions, at such time as your account balance is $100 or more. And amount for a given month under $100.00 which is to be paid will be rolled over to the next month until the amount reaches 100.00 to be paid.
  • All statistics are collected and calculated by SurfNet, and will be the only valid stats used for determining commissions.
  • Any page that contains SurfNet affiliate links, banners, or code must be written in English.
  • As an affiliate, you can only have 1 account. You can list multiple domains in one account, but only one account is allowed. Self-referrals for affiliate or merchant accounts are strictly prohibited.
  • International affiliates (those with addresses outside of the 50 U.S. States) are paid via paper check.
  • Your physical address listed for receiving checks MUST be your actual address. Mail forwarding services for the purpose of avoiding network demographics, is NOT allowed. For example, if you choose USA as your country, you must be in the USA. If you choose Russia as a country, you must be in Russia.
  • You won't hold us liable for anything, a link to a non-SurfNet Web site does not mean that SurfNet endorses or accepts any responsibility for the content or the use of such Web site.
  • You cannot SPAM. We will terminate your account on the first offense of SPAMMING. Do not send email to lists or groups that you do not have permission to send to. We cannot stress this enough, we WILL terminate your account on the first offense.
  • You may place banners or links within your newsletters, in content of your website, or within other web related content.
  • SurfNet may deactivate any account that is not profitable without warning.
  • SurfNet must be able to track the source of traffic at all times, and be able to access the pages where banners, links and content are displayed, even if these pages are protected by a password (such as a member's section). If the affiliate refuses to cooperate, the affiliate's account will be terminated, and commissions forfeited.
  • Affiliate accounts that are left inactive will be removed from our system if their balance is equal to or less than $25. If an abandoned affiliate account has a balance between $25 and $50, a $25 fee will be assessed once per calendar month, until the balance is equal to zero dollars - and is closed. At no time will an affiliate ever owe monies to SurfNet, Inc. based on fees - the account will simply be closed. An abandoned affiliate account is defined as any account that has not been logged in to for a period of 6 months, nor have any transactions been posted to that account. If one or the other of those conditions are true - the account will remain in an active state.
  • SurfNet reserves the right to terminate this agreement or program at any time, for any reason. In any case, affiliates will be notified and will be paid for all earnings generated up to that point in time, except in cases where it is determined that the affiliate has cheated by violating these terms and conditions.
  • NOT ALLOWED: All other uses of banners or links, such as newsgroups, chat rooms, ICQ, message boards, banner networks, hit farms, counters, or guest books, etc. are NOT allowed.
  • NOT ALLOWED: Any placement of creative in a "Desktop" advertising scheme. This includes any and all 3rd party advertising platforms that use a desktop application to display ads in any form.
  • NOT ALLOWED: Any display of a merchant window that isn't the result of a direct click by the end-user.
  • Failure to abide by these rules could mean termination from a given merchant program or from SurfNet completely with a complete forfeit of commissions.
  • Fraud is a serious offense, and will be treated as such. Fraud is defined as any action that intentionally attempts to create sales, using robots, frames, iframes, scripts, or manually "refreshing" of pages, for the sole purpose of creating commissions. In the event that any sort of mechanism to falsely generate signups is detected, we will prosecute the responsible webmaster to the full extent of the law, and, of course, the affiliate's account will be terminated and commissions forfeited.
  • You cannot refer yourself as a Merchant with SurfNet and receive commission. Sorry.
DEFINITIONS
"Performance Marketing" occurs when e-businesses ("Merchants") and individual web sites that generates their own traffic ("Affiliates") partner to drive traffic to the Merchantís Web site and the Merchant pays a reward or bounty when the Visitor referral results in a sale, lead, click, or other measurable action.
"Affiliate" means a site that is rewarded for a legitimate sale, lead, click, or other measurable action by a Visitor, and uses the SurfNet Service to facilitate applications, tracking, reporting, and receipt of commission payment.
"Merchant" means a Web site that pays a reward for a legitimate sale, lead, click, or other measurable action by a Visitor, and uses the SurfNet Service to facilitate sign-ups, tracking, reporting, and issuance of commission payment.
"Visitor" means any person, or user that clicks on a Link to a Merchantís Web site placed on an Affiliate's Web site.
"Sale commission" means the Payout the Merchant agrees to pay for Visitors referred to the Merchant's Web site that results in a sale of a product or service. The sale could occur at the time of the visit or at a later time not to exceed 30 days. If a sale occurs after 30 days and the Visitor has not returned through an authorized Affiliate's site, then no Payout shall occur.
"Payout" means the amount sale commission, lead commission, or click commission established and agreed upon by SurfNet and the Merchant. The Payout may be expressed as a set amount or as a percent of sales.
"Commission" means the amount sale commission, lead commission, or click commission established and agreed upon by SurfNet and the Merchant. The Commission may be expressed as a set amount or as a percent of sales.
"Link" means a hyperlink placed on an Affiliate's site that, when clicked on, serves a Merchant's Web site to the Visitor's browser. The Link may be in the form of text, a product image, a button, a banner or any other format acceptable to the Merchant, and defined only through the Merchant's program on SurfNet.
"VOID" means a reversal of a Payout previously earned for a sale that is later rescinded or corrected by the Merchant. Merchants may VOID transactions that are fraudulent, or in the case of returned merchandise, duplicate transactions, charge-backs or other valid reasons.
"Your Account" means a separate, specific account within the Service that is credited with Your Commissions and other earnings.
THE SERVICE
SurfNet has developed and operates a service (the "Service") which allows Web sites to run and/or participate in Performance Marketing programs. You wish to become an Affiliate of SurfNet and utilize the Service as an Affiliate. As an Affiliate of SurfNet you will be establishing arrangements with third party organizations, called Merchants. All Affiliate relationships established between you, the Affiliate, and SurfNet Merchants, will be conducted and managed through the Service.
LINK PLACEMENT AND MASS EMAILS
As an Affiliate of the Service, you may place and remove Merchant Links on your site and in your email messages. Mass-mailings are permissible under the following conditions; please note that if you do not follow these strict guidelines your affiliate account will be shut down and all payments forfeited:
  1. Your list must be double opted-in
  2. You must contact affiliate_support@surfmail.net at least 24 hours prior to the e-mail blast and provide:
    • A copy of the e-mail that will be sent
    • An e-mail address where complaints and removal requests are to be forwarded to
Specific to the CAN-SPAM Act:

The United States Congress has enacted the CAN-SPAM Act and the FTC has issued its Final Rule to prescribe a mark to be included in all commercial electronic mail that contains sexually oriented materials (see the document here www.adultindustryupdate.com/archives/CAN-SPAM%20Act.pdf). The Rule became effective May 19, 2004. Following are the requirements of the final FTC Rule that you must comply with when sending sexually oriented e-mail to promote our products:

  1. All emails must include the exact phrase: "SEXUALLY-EXPLICIT:" in capital letters as the first 19 characters at the beginning of the subject heading. This mark in the subject line must be in ASCII format.
  2. All emails must include the exact phrase: "SEXUALLY-EXPLICIT:" in capital letters as the first 19 characters at the beginning of the initially viewable area (termed the "brown paper wrapper") of the email message. The initially viewable area of the message is the portion of the message that is immediately visible to the recipient without taking any affirmative action to view the message, like scrolling down or clicking on a link that leads to the sexually explicit material. Sexually explicit material can be displayed beneath the "brown paper wrapper" area of the email message or be accessible by clicking on a link.
  3. In addition to the "SEXUALLY-EXPLICIT:" mark, the "brown paper wrapper" area of the email must also include the following:
    • A clear and conspicuous notice that the email message is an advertisement or solicitation;
    • Clear and conspicuous opt-out instructions, and either a link or a functioning return email address to do so. The "opt-out" mechanism must be available for at least 30 days after the transmission of the original message and you or any party working on your behalf must honor any such opt-out requests within 10 days of the request;
    • A valid physical postal address of the e-mail sender, clear and conspicuous. "Clear and conspicuous" means that the recipient must be able to actually see the information required. One cannot, for example, place the physical address (or other required information) in a color that cannot be distinguished from the background, or in a font size that is too small to read; or
    • Clear indication that unless the recipient takes further action to view the sexually oriented material, the initially viewable portion of the message includes only the warning label and instructions on how to access the sexually oriented material.
  4. As the CAN-SPAM covers both visual images as well as the written word, sexually oriented e-mails sent to promote SurfNet affiliate websites MAY NOT INCLUDE any sexually explicit words or visual depictions in either the subject line or in the viewable area of the message. Therefore, the subject heading and the initially viewable area must EXCLUDE words and/or images that depict the following (actual or simulated):
    • Sexual intercourse, including genital-genital, oral-genital, anal-genital, or oral-anal contact, whether between persons of the same or opposite sex;
    • Bestiality;
    • Masturbation;
    • Sadistic or masochistic abuse; or
    • Lascivious exhibition of the genitals or pubic area of any person.
  5. The U.S. anti-spam laws also prohibit false and misleading transmission of information. As a result, SurfNet affiliates may not send any e-mails advertising SurfNet affiliate websites that contain the following:
    • False or misleading header information;
    • Header information that is technically accurate, but includes an originating e-mail address, domain name or IP address obtained through false or fraudulent means;
    • Header information that fails to accurately identify the computer used to originate the message in an attempt to disguise the origin of the e-mail;
    • False or misleading subject headings;
    • Engaging in abusive commercial e-mail practices, including: sending commercial e-mails using e-mail addresses obtained through automated means either from Internet websites or proprietary online services that have agreed not to give, sell or otherwise transfer the recipients' information to another party; sending commercial e-mails to lists generated using automated means by combining names, letters or numbers into numerous permutations; using a computer without authorization to send e-mail messages that violate the anti-spam law; using a computer to relay or retransmit e-mail messages with the intent to deceive or mislead recipients or Internet access services as to the origin of such messages; using a script or other automated means to register for e-mail accounts or online user accounts from which commercial e-mail advertisements that violate the U.S. anti-spam law will be forwarded.

Please note that these terms apply to all SurfNet affiliates promoting SurfNet affiliate sites via e-mail, regardless of the affiliate's country of residence, or the country in which your mail server resides. Also note that the above is Surfnetís own mailing policy, and does not constitute "legal advice"; adherence to the SurfNet affiliate service mailing terms is not a guarantee of compliance with the FTC's Final Rule; we recommend that you read the FTC's Final Rule carefully yourself (www.adultindustryupdate.com/archives/CAN-SPAM%20Act.pdf), and consult with your attorney if you have any questions about the requirements of the Rule. FAILURE TO COMPLY WITH ANY OF SURFNET ANTI-SPAM POLICIES AND/OR THE NEW U.S. ANTI-SPAM LAW WILL LEAD TO THE IMMEDIATE TERMINATION OF YOUR ACCOUNT AND FORFEITURE OF YOUR EARNINGS! If you have any questions concerning the SurfNet affiliate mailing terms, please contact affiliate_support@surfmail.net

AFFILIATE PAYMENT

The affiliate will receive a Commission for sending a Merchant authorized sales via your Links. In order to place links, you must first be approved by a Merchant to become an Affiliate of that Merchantís program. You understand that the Payout amount may be changed at any time. This information is also available to you in the SurfNet affiliate administration area. You are responsible for determining if the payout for a link you have placed on your site has changed or been discontinued. You receive the Commission from SurfNet. Payments are made automatically on or before the eight (8th) day of each month when your account balance reaches $100 or more for the previous months' transactions. Money credited to your account does not accrue interest. In the event of a VOID by a Merchant, SurfNet may recover from you the corresponding commission previously credited to Your Account. The VOID Commission will be immediately deducted from Your Account balance. In the event that Your Account balance is less than the VOID Commission, the VOID Commission will be deducted against your future earnings. You will NEVER be asked to s end money to SurfNet.

SERVICE AND SUPPORT

SurfNet will provide support for the Service via the Affiliate administration area and via email at affiliates_support@surfmail.net.

EMAIL CONTACT

SurfNet reserves the right to send e-mail to you for the purposes of informing you of applicable changes or additions to the Service or any SurfNet related products and services.

CHANGES TO THE SERVICE
SurfNet reserves the right to change, modify, add or remove portions of this Agreement at any time and may add to, change, suspend or discontinue any aspect of the Service at any time. In the event of any material change, SurfNet will notify you via e-mail, newsletter or the SurfNet Web site at least 7 days prior to any such changes taking effect, at which time you may either agree to such changes or withdraw from the Service.

REGISTRATION

To sign up as an Affiliate of SurfNet and to use the Service as an Affiliate Partner you must be at least 18 (eighteen) years of age, and supply a valid tax-id, which may be your social security number for individuals, or a federal tax-id for corporations or entities.

THE FOLLOWING TYPES OF SITES ARE NOT ALLOWED TO PARTICIPATE IN SurfNet: SITES THAT PROMOTE ILLEGAL ACTIVITY, including but not limited to WAREZ, CRACKING, and HACKING SITES. As part of the registration process, you will select a username and password combination that you use to access your Affiliate area within the Service. You shall provide SurfNet with accurate, complete and updated registration information. You may not select the name of another person with the intent to impersonate that person or deceive members or other users as to your true identity. You agree that SurfNet may rely on any data, notice, instruction or request furnished to SurfNet by you which is reasonably believed by SurfNet to be genuine and to have been sent or presented by a person reasonably believed by SurfNet to be authorized to act on Your behalf. You shall notify SurfNet by e-mail at affiliate_support@surfmail.net of any known or suspected unauthorized uses of your Account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of your username and password. You shall be responsible for maintaining the confidentiality of your username and password and you are responsible for all usage and activity on your Account, including use of the account by a third party authorized by you to use your Account. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination by SurfNet and referral to the appropriate law enforcement agencies.

ACCEPTED USE

You represent to SurfNet that all content you provide to the service is solely owned by you or provided by you with the express authority of the company you represent, and that it does not infringe upon any other individual's or organization's rights (including, without limitation, intellectual property rights) and is not defamatory, libelous, unlawful or otherwise objectionable. You shall not provide, promote, distribute, place or otherwise publish as an Affiliate of the Service any content, or Web site that includes content, which is libelous, defamatory, obscene, abusive, fraudulent or that violates any law. As SurfNet may not review all information provided by you, you shall remain solely responsible for your content and Web site. As an Affiliate, you may not artificially inflate traffic counts to Merchant site(s) using any device, program, robot or other means, including but not limited to JavaScript pop-up windows and redirects. You may not click on your own banners and/or links or submit multiple leads to your Merchant partners.

Links may not be placed in newsgroups, unsolicited e-mail, ICQ, banner networks, counters, chatrooms or guest books. Any Link placed must be done in such a way that it is not misleading to any Visitor and done with the intention of delivering valid sales to the related Merchant for that Link.
LIMITED WARRANTY

The Service, its operation, its use and the results of such use shall be performed in a workmanlike manner. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SURFNET DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICE, ITS USE AND THE RESULTS OF SUCH USE. WITHOUT LIMITING THE FOREGOING, SURFNET SPECIFICALLY DISCLAIMS ANY WARRANTY (A) THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, (B) THAT DEFECTS WILL BE CORRECTED, (C) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (D) THAT THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT, OR (E) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. The Merchant will make reasonable commercial efforts to keep its transaction service operational during normal business hours. However, certain technical difficulties may, from time to time, result in temporary service interruptions. Affiliate understands and acknowledges that it is normal to have a certain amount of system downtime and further agrees not to hold the Merchant liable for any of the consequences of such interruptions. MERCHANT SHALL HAVE NO LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF ANY WEB SITE OF AFFILIATE OR AFFILIATE CUSTOMER DATA FILES OR SYSTEMS OR PROGRAMS THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. MERCHANT SHALL HAVE NO LIABILITY WITH RESPECT TO MERCHANT OBLIGATIONS HEREUNDER OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF MERCHANT HAS BEEN NOTIFIED OF SUCH DAMAGES. ANY LIABILITY OF MERCHANT HEREUNDER SHALL BE LIMITED TO THE REVENUE EARNED BY MERCHANT AS A DIRECT RESULT OF THIS AGREEMENT.
LIMITATION OF LIABILITY
SURFNET OR ITS SUPPLIERS OR RESELLERS OR MERCHANTS SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THE USE OF OR INABILITY TO USE THE SURFNET SERVICE OR ANY INFORMATION PROVIDED ON THE SURFNET WEB SITE OR ANY OTHER HYPERLINKED WEB SITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF SURFNET OR A SURFNET AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE WEB SITE OR ANY HYPERLINKED WEB SITE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, SURFNET 'S LIABILITY IS LIMITED TO THE SMALLEST AMOUNT PERMITTED BY LAW. THIS PARAGRAPH WILL SURVIVE THE FAILURE OF ANY EXCLUSIVE OR LIMITED REMEDY.
NON-DISCLOSURE

SurfNet acknowledges that in the course of this Agreement it shall have access to confidential and proprietary information ("Confidential Information") of your company. SurfNet agrees not to disclose or disseminate the Confidential Information without Your prior express written consent. The term "Confidential Information" shall not include information that is or becomes part of the public domain through no action or omission of SurfNet, becomes available to SurfNet from third parties without knowledge by SurfNet of any breach of fiduciary duty, or that SurfNet had in its possession prior to the date of this Agreement. Any information we receive is used solely for tracking and Commission payment purposes. SurfNet reserves the right to be able to utilize this data in aggregate to analyze Service trends, monitor Service efficiencies, and perform such other analysis as SurfNet deems appropriate.

OWNERSHIP AND LICENSES

You, the Affiliate, are granted a non-exclusive, limited, revocable right to use Merchant provided trademarks and banners. All images, technology and content provided for Your use is and shall remain the sole property of the Merchant, and no part thereof shall be deemed assigned or licensed to You except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, trade names and service marks related to the foregoing shall remain the Merchantís sole property, including rights in and to any derivatives thereof. You may not modify the trademarks, banners, the content or any of the images provided to You in any way.

A Merchant may immediately terminate your license to use the marks if the Merchant reasonably believes that such use dilutes, tarnishes or blurs the value of their marks. You acknowledge that your use of the marks will not create in you, nor will you represent that you have, any right, title or interest in or to the marks other than the license granted by the Merchant above. You will not challenge the validity of or attempt to register any of the marks or your interest therein as a licensee, nor will You adopt any derivative or confusingly similar names, brands or marks or create any combination marks with the marks. You acknowledge the Merchantís ownership and exclusive right to use the marks and agree that all goodwill arising as a result of the use of the marks shall inure to the benefit of the Merchant.

REPRESENTATIONS

SurfNet makes no representations whatsoever about any other Web site which you may access through the Service. In addition, a link to a non-SurfNet Web site does not mean that SurfNet endorses or accepts any responsibility for the content or the use of such Web site.

NONASSIGNABILITY

Affiliate or SurfNet may assign this Agreement to any successor or affiliate upon notice to the other party and mutual agreement between both parties.

FORCE MAJEURE

Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party.

JURISDICTIONAL ISSUES

This Agreement shall be governed by Delaware, USA law (except for conflict of law provisions). The exclusive forum for any actions brought in connection with this Agreement shall be in the state and federal courts in and for the State of Delaware, USA and You consent to such jurisdiction. The application of the United Nations Convention on the International Sale of Goods is expressly excluded.

MISCELLANEOUS

This Agreement represents the complete agreement concerning this license and may be amended only by a writing executed by both parties. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN, AND NOT THOSE IN YOUR PURCHASE ORDER. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable.