HubTraffic Terms and Conditions
These HubTraffic Affiliate Program Terms and Conditions are a binding agreement between you (“you,” “Affiliate,” and/or “Webmaster”) and the operators of HubTraffic.com (“HubTraffic.com” and/or “HubTraffic”) with respect to your participation in the HubTraffic Affiliate Program (“Affiliate Program”). These HubTraffic Affiliate Program Terms and Conditions are referred to hereafter as the “Agreement.”
Acceptance and Revisions
- By becoming an Affiliate of HubTraffic, you are entering into this binding Agreement with HubTraffic and confirming that you have read, understand, and accept this Agreement and agree to be bound by its terms and conditions. You cannot become a HubTraffic Affiliate unless you accept each and every term and condition contained herein.
- The Agreement will be in full force and effect commencing on the date you accept it by indicating your consent to the Agreement through any mechanism provided by HubTraffic or by becoming an Affiliate, and will remain in effect until terminated by either party in accordance with the provisions set forth herein.
- HubTraffic may revised the terms and conditions of this Agreement at any time, in its sole discretion. HubTraffic will provide, and you agree to accept, notice of any such changes by sending notice to the e-mail address you submit to HubTraffic in becoming or acting as an Affiliate, or by posting the revised Agreement on the HubTraffic.com website and providing an electronic notification of its availability. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliate Program rules. All such modifications will take effect 48 hours after HubTraffic serves notice as provided above, unless indicated otherwise. If any modification is unacceptable to you, your only recourse is to cease operation as an Affiliate and cease all use of materials or services provided to you by HubTraffic. Your continued participation in the Affiliate Program or your use of any materials or services provided by HubTraffic following HubTraffic’s modification of the Agreement will constitute your acknowledgement of and agreement to the modification.
General Requirements, License and Relationship of the Parties
- In order to enroll and participate in the HubTraffic Affiliate Program, you must be over eighteen (18) years of age and over the age of majority (the age at which you can legally consent and enter into contracts) if residing and/or conducting business in states, provinces, or countries where the age of majority is greater than eighteen (18) years of age. You may not participate in the HubTraffic Affiliate Program in any manner if you are not of the age of majority in the state, province, or country where residing and/or conducting business. If the Affiliate is a corporation or any other legal entity, its shareholders, partners and directors must be over eighteen (18) years of age and over the relevant age of majority. If at any time HubTraffic discovers that an Affiliate is under 18 years of age or under the relevant age of majority, the Affiliate’s account will be cancelled and all monies due will be forfeited as partial damages for violation of the terms and conditions of the Agreement.
- In order to enroll and participate in the HubTraffic Affiliate Program, you must be the owner of the website or have authority to enter into contracts on behalf of the person or entity that owns the rights to the Affiliate website. By becoming an Affiliate, you represent that you are the owner of the website or have authority to enter into contracts on behalf of the person or entity that owns the rights to the Affiliate website.
- So long as you are in compliance with the terms of this Agreement, HubTraffic grants to you a revocable, non-exclusive, worldwide, royalty-free license to use, reproduce, and transmit the materials provided to you by HubTraffic within the scope of the Affiliate Program, via the Internet, solely for the purpose of providing Internet traffic to the HubTraffic.com website. This license includes the right to use the HUBTRAFFIC name and trademark, the video content provided by HubTraffic, and any other materials provided by HubTraffic for your use, but you may do so only in strict compliance with the terms and conditions of this Agreement. You acknowledge and agree that any breach of this Agreement gives HubTraffic the right to terminate this license and to revoke your Affiliate status without notice, in addition to taking any other actions permitted by the terms and conditions of this Agreement.
- Nothing in this Agreement creates or will be construed as creating a partnership, joint venture, agency, or franchise, or any partnership, sales representative, or employment relationship, between the parties. You have no authority to make or accept any offers or representations on behalf of HubTraffic. You will not make any statement, whether on your website or otherwise, that contradicts or could reasonably be understood to contradict anything in this Section 2. You are not an agent of HubTraffic and HubTraffic expressly disclaims responsibility for any conduct by you inconsistent with the terms and conditions of this Agreement.
- Current payment terms for the HubTraffic Affiliate Program are posted on the HubTraffic website at http://www.hubtraffic.com/faq. HubTraffic reserves the right to cancel or change the payment methods available to Affiliates, the timing of payments, the minimum referral fees required for payment, and any other payment terms in its own discretion, without prior notice. HubTraffic will generally provide notice of changes in the payment terms, in the same manner as it provides notice of modifications to this Agreement, but you acknowledge and agree that it is your responsibility to review the website periodically for any changes to the payment terms. Payment amounts are based on a number of factors, which may include, but are not limited to, the amount of traffic sent from your site to HubTraffic.com, the location of the traffic based on IP addresses associated with that traffic, high bounce rates, and/or low user activity from referred traffic.
- Traffic numbers for payment amounts are calculated on a daily basis.
- All payments are made in U.S. dollars (“USD”). You acknowledge and agree that HubTraffic is not responsible for making payments in any other currency, for any currency conversion charges or fees you may incur as a result, or for any fluctuations in the respective value of any currency as compared to the U.S. dollar.
- HubTraffic will use various security measures to protect the financial data provided by its Affiliates, however, you provide such information at your own risk, and HubTraffic will bear no responsibility for loss of such data caused by malicious acts by third parties. You acknowledge and agree that HubTraffic may disclose such information as required by law, as necessary for the protection of its own interests, or as necessary for the protection of others with whom HubTraffic may have dealings.
- Payment of any applicable taxes is the Affiliate’s sole responsibility.
- You are responsible for ensuring that the payment information you provide to HubTraffic for payment of referral fees is accurate. HubTraffic will not be liable for any payments that cannot be transmitted to you due to inaccurate payment information, or due to any technical or other problems with the chosen payment provider’s system.
- You acknowledge and agree that you will not be entitled to a referral fee for any and all referrals that are in breach/violation of the terms of this Agreement. You also acknowledge and agree that you will not be entitled to a referral fee from HubTraffic for any subscription that HubTraffic in its sole discretion determines is the result of possible fraudulent activity.
Affiliate’s Actions and Responsibilities
- You will be solely responsible for the development, operation, and maintenance of your Affiliate website.
- You are not authorized to and will not change, modify, or in any way edit HubTraffic names, images, file names, trademarks, logos, watermarks, banners, ads, or any other material owned or provided by HubTraffic for any reason, other than as expressly set forth herein. Further, you will not remove, edit, modify, alter or change the HUBTRAFFIC logo or any HubTraffic watermark in any way, nor will you insert non-HubTraffic publicity of any kind within the videos/scenes (during, before or after). You will not use any HUBTRAFFIC trademark, logo, or watermark that has not been approved in writing and in advance by HubTraffic. You acknowledge and agree that HubTraffic has the right to review your website for compliance with this Agreement, and you agree to cooperate with any request by HubTraffic for access to or information about your website, including without limitation your use of any HUBTRAFFIC trademark, logo, or watermark.
- You are responsible for notifying HubTraffic of any malfunctioning links or content.
- You may embed videos provided to you through the HubTraffic Affiliate Program API and RSS feed on your website, however, you may not download or extract such videos for any other display, use, or distribution.
- You agree that your website(s) will be in full compliance with Section 2257 of Title 18, United States Code, the Records Keeping and Labeling Act (“Section 2257”), and all amendments thereto, and will contain or provide all information required by Section 2257. You acknowledge that you have a legal obligation to comply with disclosure provisions of Section 2257 applicable to “secondary producers,” and you agree to identify a custodian of records and address for each and every image appearing on your website(s) or otherwise comply with Section 2257. You warrant that all content on your website(s) not provided by HubTraffic will be compliant with Section 2257 and that all models shown in such content were at least eighteen (18) years of age when that content was created.
Under this Agreement, you may not and agree not to:
- Post or link to any illegal content. Child pornography, bestiality, rape, torture, snuff, death, and/or any other type of obscene and/or illegal material will not be tolerated by HubTraffic. You may not send traffic to or cause traffic to be sent from any site that contains this type of material, nor may your website contain any of this type of material. In addition to the penalties listed above, HubTraffic may also report any such illegal activity to the relevant law enforcement authorities.
- Send traffic from any site that contains materials that constitute an infringement, misappropriation, or violation of any individual or entity’s intellectual property rights, including but not limited to copyrights, trademark rights, rights of publicity, patent rights, personal property rights, privacy rights, etc. Likewise, your website may not contain any material that, in HubTraffic’s sole discretion, constitutes an infringement, misappropriation or violation of any individual’s or entity’s intellectual property rights.
- Engage in any type of “spamming.” No spamming of any kind or in any form, whatsoever, is permitted in relation to HubTraffic’s site. HubTraffic does not allow Affiliates to market websites under this program through the transmission of unsolicited bulk e-mails, therefore, it is extremely important that any mass e-mailings by you conform with US Federal Law, CAN-SPAM Act of 2003.
- Engage in any form of deceptive, unfair, and/or false advertising.
- Use or distribute any spyware, adware, viruses, trojans, worms, malicious software of any type, or any other software that sends data to or from the user without his or her knowledge and consent.
- Use HubTraffic’s trademarks, logos, images, videos, or other materials for the promotion of any other site, or in any manner inconsistent with the terms and conditions of this Agreement.
- Take any action or act in any manner that will destroy or impair the value and the goodwill associated with the HubTraffic brand and HubTraffic’s property. You agree not to use HubTraffic’s proprietary marks in a manner that dilutes or tarnishes the mark, diminishes its value, or portrays its services in a negative manner.
- Engage in, display, or promote behavior that is libelous, slanderous, harmful, abusive, threatening, violence-inducing, or hate-oriented.
- Disseminate to any third party any material or information that is designated or treated by HubTraffic as proprietary or confidential, whether such designation or treatment is in writing or otherwise.
- Provide HubTraffic with any false or fraudulent information, including but not limited to personal information and contact details provided when registering as an Affiliate.
- Register any domain names incorporating the HUBTRAFFIC trademark or any misspelling or variation thereof. If you register a domain name in violation of this paragraph, you agree to transfer ownership of that domain name to HubTraffic without reimbursement to you.
- Purchase any advertising based on the HUBTRAFFIC trademark, including but not limited to, search engine keywords, sponsored ads, pay-per-click ads, or AdWords.
Take any actions designed to deceive or defraud HubTraffic with respect to the nature or quantity of users referred by you to HubTraffic.com or the amount of payment due to you under this Agreement.
The foregoing conduct constitutes a violation of this Agreement, and any violation may result in the immediate termination of your Affiliate status, as well as the other consequences provided for by this Agreement.
- You are solely responsible for ensuring your compliance with all relevant laws affecting your performance under this Agreement and participation in the Affiliate Program.
- You waive any claims relating to or arising from your use and/or distribution of content provided to you by HubTraffic.
- You acknowledge and agree that any breach of the provisions of this Section 4 gives HubTraffic the right to revoke your Affiliate status without notice as well as to cancel your account, and that all monies due to you will be forfeited as partial damages for violation of the terms and conditions of this Agreement.
- If HubTraffic terminates your account and/or access to the Affiliate Program for any reason, you must immediately return or destroy any copies of Affiliate Program materials in your possession, whether in electronic or hard copy format.
- You may terminate your Affiliate account at any time, for any reason, however, upon doing so, you must immediately cease use of and return or destroy any materials provided and/or licensed to you under this Agreement.
HubTraffic’s Reserved Rights
- At any time, HubTraffic may, with or without notice to you: (i) Terminate your Affiliate account for any reason; (ii) change, suspend, withdraw, or discontinue the HubTraffic Affiliate Program, in whole or in part; or (iii) remove, alter, or modify any text, graphic, video, hyperlink, banner ad, or other materials provided by HubTraffic pursuant to the Affiliate Program. You agree to promptly implement any request from HubTraffic to remove, alter, or modify any graphic, text, banner, video, URL, or other aspect of the Affiliate website being used pursuant to this Agreement.
- All HubTraffic Trademarks, Logos, and Affiliate Program materials, including but not limited to all advertising banners, photographic materials, recordings, videos, sounds, and any other form of intellectual property provided to the Affiliate by HubTraffic as part of this program, will remain the exclusive property of HubTraffic or its licensors, and may not be copied, reproduced, altered, modified, changed, broadcast, distributed, transmitted, disseminated, sold, or offered for sale in any manner except as provided by this Agreement or otherwise expressly authorized in writing and in advance by HubTraffic. You acknowledge and agree that nothing in this Agreement grants you any right of ownership whatsoever in HubTraffic’s intellectual property, nor any license to use any of HubTraffic’s intellectual property except as provided by this Agreement.
- You acknowledge and agree that HubTraffic will have the right to revoke your Affiliate status without notice, terminate your account, and retain all monies due to you as partial damages for violation(s) of the terms and conditions of this Agreement if, in HubTraffic’s sole discretion, you have violated any of the terms of this Agreement.
- During the term of this Agreement, HubTraffic will have the right to audit your website(s) and operations to determine whether they are in compliance with this Agreement. After termination of this Agreement, whether by you or by HubTraffic, HubTraffic will have the right to audit your website(s) and operations to ensure that all materials provided under the Affiliate Program have been returned or destroyed. You agree to cooperate with any such audit.
- Affiliates whose accounts are terminated by HubTraffic due to a violation of the terms and conditions set forth herein cannot re-apply to the HubTraffic Affiliate Program without the prior written consent of HubTraffic. This restriction, and all other terms contained herein, will be binding on and enforceable against any successors and assignees of the Affiliate.
- Failure by HubTraffic to enforce strict performance of any provision in the Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
- Should any law enforcement agency, internet service provider, or other individual or entity provide HubTraffic with notice that you have engaged in any unlawful conduct, in the transmission of unsolicited e-mails (whether or not unlawful), or have engaged in conduct in violation of said service provider’s terms of service, HubTraffic reserves the right to cooperate in any investigation relating to your activities, including the disclosure of your account information in connection therewith.
Representations, Disclaimers, and Indemnification
- You represent and warrant that 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 further represent and warrant that the execution, delivery and performance by you of this Agreement are within your legal capacity and power, have been duly authorized by all requisite action on your part, require the approval or consent of no person or entity that has not been obtained by you, and neither violate nor constitute a default under (i) any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or (ii) the terms of any other agreement, document or instrument applicable to you or binding upon you.
- HubTraffic will not be liable for any losses due to server downtime, net congestions, or other situations beyond its control, including but not limited to acts of God, wars, riots, acts of civil or military authority, terrorism, fire, flood, earthquakes, hurricanes or other natural disasters, etc.
- EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, HUBTRAFFIC MAKES NO, AND SPECIFICALLY DISCLAIMS, ANY AND ALL OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM THE COURSE OF DEALING OR COURSE OF PERFORMANCE AND HUBTRAFFIC HEREBY DISCLAIMS ANY LIABILITY ARISING FROM CLAIMS IN TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR STRICT LIABILITY), IN EACH CASE, REGARDING THE HUBTRAFFIC.COM WEBSITE, HUBTRAFFIC AFFILIATE PROGRAM, AND ANY OTHER PRODUCTS OR SERVICES DESCRIBED THEREON, ANY MARKETING OR PROMOTIONAL ACTIVITIES, OR ANY OTHER ITEM OR SERVICE PROVIDED UNDER THIS AGREEMENT. Certain limitations on or disclaimers of warranties may not be effective in some locations. In that case, the foregoing limitation and disclaimer will be enforced to the greatest extent permitted by law.
- HUBTRAFFIC WILL NOT BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR STRICT LIABILITY), OR OTHERWISE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT NECESSARILY LIMITED TO, LOSS OF PROFIT, REVENUE, OR USE) ARISING OUT OF HUBTRAFFIC’S PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT, BREACH OR DEFAULT UNDER THIS AGREEMENT, OR THE USE OF, INABILITY TO USE, OR RESULTS OF USE OF THE HUBTRAFFIC.COM WEBSITE OR ANY PROGRAMS, PRODUCTS OR OTHER SERVICES FURNISHED THROUGH THE WEBSITE OR UNDER THIS AGREEMENT, EVEN IF HUBTRAFFIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Certain limitations on or disclaimers of liability may not be effective in some locations. In that case, the foregoing limitation and disclaimer will be enforced to the greatest extent permitted by law.
- HubTraffic’s aggregate liability to you with respect to any claim arising under or relating to this Agreement and the Affiliate Program will not exceed the total commissions paid or payable to the Affiliate under this Agreement. You agree that this limitation on your remedies against HubTraffic will be enforced even if it fails of its essential purpose, or causes this Agreement to do so.
- You hereby agree to indemnify, defend and hold harmless HubTraffic, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expense (including attorneys’ fees and costs) of any nature whatsoever incurred or suffered by HubTraffic (collectively the “Losses”) arising out of or relating to: (i) The breach of any requirement, promise, covenant, representation, or warranty made by you herein; (ii) the operations of any Affiliate website in any manner inconsistent with the terms and conditions of this Agreement; (iii) any content or services of the Affiliate website not provided to you by HubTraffic; or (iv) your modification of any content or services provided to you by HubTraffic.
- This Agreement, any claims arising from or relating to this Agreement or the Affiliate Program, and all related matters between the parties will be governed by and construed in accordance with the law of the United States of America and the State of California, without regard to or application of conflicts of law rules or principles, whether or not either of the parties now is or may hereafter become a resident of another jurisdiction. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Any suit arising out of or related to this Agreement will be brought solely in the California Superior Court in and for the County of San Francisco, or the United States District Court, Northern District of California, and the parties hereby consent to the personal jurisdiction thereof and waive all objections to personal jurisdiction or venue therein. You consent to accept service of process in any legal proceeding involving HubTraffic via delivery of documents to the email address or physical address you submit to HubTraffic in becoming or acting as an Affiliate, which service of process shall be as fully effective in all respects as personal service lawfully made in accordance with applicable laws and treaties.
- This Agreement sets forth the entire understanding between you and HubTraffic, and supersedes all prior and contemporaneous discussions and agreements between the parties relating to the subject matter of this Agreement. Neither party shall be bound by any definition, condition, representation, warranty, covenant or provision other than as expressly stated in or contemplated by this Agreement. The provisions of this Agreement cannot be waived or modified in whole or in part except in writing, signed by duly authorized representatives of both parties.
- If any term, clause, or provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such invalidity will not affect the validity or operation of any other term, clause, or provision, and such invalid term, clause, or provision will be deemed to be severed from this Agreement.
- HubTraffic may assign its rights and obligations under this Agreement to any affiliate sharing common ownership with HubTraffic, to any third party who acquires all or substantially all of the assets of HubTraffic, and to any third party who acquires any of HubTraffic’s websites. Except as provided herein, the rights and obligations created by this Agreement may not be assigned. Any purported assignment in violation of this Agreement will render the Agreement void.
Except as explicitly stated otherwise, any notices permitted or allowed under this Agreement shall be in writing and shall be sent as follows:
To HubTraffic, by e-mail, as follows:To Affiliate, by e-mail, as follows: to the email address or physical address you submit to HubTraffic in becoming or acting as an Affiliate.
Attention: Legal – Affiliate Program
- This Agreement is made for the benefit of the parties and not for the benefit of any third parties. There are no intended beneficiaries of this Agreement other than the Affiliate and HubTraffic.
- This Agreement has been negotiated by the parties. The parties have read and approved the language of this Agreement. The language of this Agreement shall be construed as a whole according to its fair meaning, and shall not be construed strictly for or against any party.