Affiliate Terms

These Terms of Use agreement are legally binding between Verispy and [affiliate] and governs your use of the Verispy.com website content and promotional materials. By promoting the Website, you agree to these Terms of Use. If you do not wish to be bound by these Terms, you may discontinue using the Website.

Changes to Terms

Verispy may change these Terms of Use at any time. You can review the most recent Terms of Use by clicking the "Terms" hyperlink on the Affiliate Website. You are bound by the new Terms of Use if you continue to promote the Website.

Copyrights and Trademarks

The Website, and any information and materials contained therein, including but not limited to graphics and editorial content ("Content"), are owned by Verispy and/or its licensors, and are protected by copyright, trademark, patent, trade secret, and/or other laws. Verispy and/or its licensors own and retain all rights, including the worldwide copyright, in the Content solely and exclusively, for the duration of the rights in each country, in all languages. You agree that you shall not use the Content in any way whatsoever except as in compliance with the terms of this document. You agree not to modify, rent, lease, loan, sell, distribute, redistribute, or create derivatives works based on the Content, and you shall not exploit the Content in any unauthorized way whatsoever, including but not limited to by trespass or burdening network capacity. You agree not to alter or delete any proprietary notices from Content downloaded or printed from the Websites.

All brand and product names are trademarks or registered trademarks of their respective companies. You are prohibited from using any of the marks or logos appearing throughout the Website without express permission from the trademark owner, except as permitted by applicable law.

Use of Software

Verispy makes third-party software available for you to use. Your use of such software will be subject to the terms of the license agreement and privacy policy that accompanies it. Such software is protected by copyright and other intellectual property laws and treaties and is owned by our vendors or licensors.

Program Administration

We have retained the services of Revenue-Wire to manage and administer the Program. Revenue-Wire will serve as the data interchange between you and us. [Affiliate] receives compensation in exchange for purchases of products and services made via the Website.

Use of our links

If your Application is accepted by Revenue-Wire, you may use, subject to the terms and conditions of this Agreement, the banners, custom search box (including teaser results), text and corresponding links to our sites (collectively, the "Links") available at www.Verispy.com/affiliate/index.php (the "Site"). The Links make it possible to track and report all of the qualified purchases acquired through the website(s) identified in your Application ("Your Site"), provided that cookies have not been disabled on the web browser used to connect to the relevant Verispy website. It is your responsibility to integrate the Links into Your Site properly, in accordance with the instructions available at the Site. We will not be liable to you with respect to your failure properly to integrate the Links into Your Site, including to the extent such failure may result in any reductions of amounts that would otherwise be paid to you.

Use of our website

You are solely responsible for, and we hereby disclaim all liability for, the development, operation, hosting, and maintenance of, and all costs associated with, Your Site. You agree that Your Site will not copy or resemble the look and feel of, or create the impression that it is part of, our website(s). You agree that Your Site will, at all times during the Term of the Agreement, comply with all applicable laws, rules and regulations, including, without limitation, all laws, rules and regulations applicable to the collection, use, disclosure, retention and security of individuals personal information. We may reject your Application or terminate your participation in the Program at any time, without notice or liability to you, if Your Site is deemed, in our sole discretion, to be unsuitable.

Marketing Requirements

You agree that you are responsible for all of the marketing activities you conduct as a Program member, including but not limited to keyword marketing and email marketing ("Marketing Activities"), and that you are individually liable for any damages or losses incurred by your violation of this Agreement and/or any applicable law, rule or regulation. You agree that all Marketing Activities will comply with all applicable laws, rules, and regulations, policies and guidelines, including those of the United States Federal Trade Commission governing endorsements and testimonials. You will provide clear and conspicuous disclosure of your status as a paid Verispy affiliate on the home page of Your Site, or, if Your Site includes a Terms of Service or similar document, within the body of such document in a separate provision entitled "Disclosure". You agree and understand that Verispy is not a consumer reporting agency as defined under the Fair Credit Reporting Act ("FVerispy"), and the information in our databases has not been collected in whole or in part for the purpose of furnishing consumer reports, as defined in the FVerispy.

Liability

UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING IN CONNECTION WITH THIS AGREEMENT (COLLECTIVELY, "DISCLAIMED DAMAGES"); PROVIDED THAT YOU WILL REMAIN LIABLE TO US TO THE EXTENT ANY DISCLAIMED DAMAGES ARE CLAIMED BY A THIRD PARTY AND ARE SUBJECT TO INDEMNIFICATION PURSUANT TO THIS AGREEMENT. IN NO EVENT WILL OUR LIABILITY IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES NOT EXCLUDED IN THE IMMEDIATELY PRECEDING SENTENCE EXCEED THE AMOUNT PAID OR PAYABLE BY US TO YOU UNDER THIS AGREEMENT.

Your exclusive remedy with respect to any dispute is to discontinue your use of the Website. Verispy and licensors shall not be liable for any indirect, special, incidental, consequential, or exemplary damage arising from your use of the Website marketing materials content or for any other claim related in any way to your use of the Website. These exclusions for indirect, special, incidental, consequential, or exemplary damages include, without limitation, damages for lost profits, lost data, loss of goodwill, work stoppage, computer failure or malfunction, or any other commercial damages or losses. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, [affiliate's] and its vendors or licensors liability shall be limited to the extent permitted by law.

Warranties

THE WEBSITE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAWS, [AFFILIATE] DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR OTHER VIOLATION OF RIGHTS. [AFFILIATE] DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, VALIDITY, ACCURACY, OR RELIABILITY OF, OR THE RESULTS OF THE USE OF, OR OTHERWISE RESPECTING, THE WEBSITE. YOUR USE OF THE WEBSITE IS SOLELY AT YOUR OWN RISK.

Indemnification

By promoting the Website, you agree to indemnify and hold Verispy, and its directors, officers, employees, agents, contractors, licensors, and subsidiaries harmless from any loss, liability, claim, or demand, including reasonable attorneys fees, due to or arising out of your breach of these Terms of Use, or made by any third party due to or arising out of (i) your use of the Website marketing materials and content (ii) your use of the Website for unlawful or unauthorized purposes, and/or (iii) your violation of any law or the rights of a third party.

Additional Legal Terms

These Terms of Use, your rights and obligations, and all actions contemplated by these Terms of Use will be governed by the laws of the United States of America and the State of [state]. These Terms of Use will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. If any provision in these Terms of Use is invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect, and the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision. These Terms of Use are the entire and final agreement regarding the Website and the Content, and supersede any prior or contemporaneous communications between Verispy and you regarding the Website and the Content.

Arbitration

Any dispute concerning the Program or this Agreement shall be settled by binding arbitration in Boston, Massachusetts, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Judgment upon the award made by the Arbitrator(s) may be entered in any court having jurisdiction thereof. You acknowledge that agreeing to such binding arbitration constitutes a waiver of your right to a jury trial and that this agreement to arbitrate is voluntary and not legally required. If any arbitration or legal action or similar proceeding is instituted by either party concerning the payment of our fees or costs advanced hereunder, the prevailing party shall be entitled to collect its reasonable attorneys fees in addition to any other relief the party may obtain.