This Agreement contains the complete terms and
conditions that apply to an individuals or entity's participation in the
DatingRev Inc. Partner Program (the "Program"). As used in this Agreement, "we"
means DatingRev Inc., and "you" means the applicant. "Site" means a World Wide
Web site and, depending on the context, refers either to DatingRev Inc.'s site,
located at the URL www.DatingRev.com, or to any site that you will link to
our site (and which you will identify in your Program
Enrollment in the Program
the enrollment process, you will submit a complete Program application via our
site. We will evaluate your application in good faith and will notify you of
your acceptance or rejection. We may reject your application if we determine (in
our sole discretion) that your site is unsuitable for the
Unsuitable sites include those
-promote illegal activities
-promote discrimination based on race, sex, religion, nationality,
-If we reject your
application, you are welcome to reapply to the Program at any time. You should
also note that if we accept your application and your site is thereafter
determined (in our sole discretion) to be unsuitable for the Program, we may
terminate this Agreement.
Once you have been notified that your site has been
accepted into the Program, you will have full control over the way your site
header and footer will look, by uploading your own HTML
We will provide you with
guidelines to use in linking to your DatingRev site. To permit
accurate tracking, reporting, and referral fee accrual, we will provide you with
special linking instructions to be used when linking to your DatingRev site. You
must ensure that each of the links between your site and our site properly
utilizes such special link formats.
You will earn 60% of the gross receipts as a referral fee on all NEW or RENEWING
premium memberships sold to any member who joins the DatingRev from your
DatingRev Sites FOR THE LIFE OF THE MEMBER as long as this agreement remains in
force. Gross receipts only include funds collected via a valid credit card, check,
money order or other means and does not include refunds, returns, uncollected items,
fraud or any reimbursements for costs of collection.
If premium memberships are later refunded to the customer or charged back by the customer,
or if a customer's check is returned by the issuing bank, the referral fee will be
deducted from the next payment sent to the Partner. DatingRev reserves the right to
terminate any partner whose site(s) generate an unacceptable number of charge backs
or bad checks, at our discretion.
Payment of Commission
You will be paid commissions on an approximate monthly basis. Approximately thirty
days following the end of each calendar month, we will send you a check or paypal transaction
for the commissions earned, less any taxes that we are required by law to withhold.
However, if the commissions payable to you for any month are less than $50.00
(the "Commission Payment Floor"), we will hold those commissions until the total
amount due is at least equal to the Commission Payment Floor. The Commission Payment
Floor is subject to change at any time or from time to time. You will be notified of
any change in the Commission Payment Floor.
DatingRev prohibits you from engaging in any form of unsolicited commercial emailing
(commonly referred to as "spamming") or the sending of e-mails that are misleading,
spoofed, contain misleading subject lines, contain inaccurate or misleading sender
or recipient data, or violate applicable State or Federal Statutes. For the purposes
of DatingRev, Inc's definition, spamming also includes similar, abusive behavior in
a third party "chat room" or website or the sending of unsolicited or misleading
Instant Messages, Chatroom, Newsgroup, ICQ or IRC messages. Such behavior could
include automatically sending scripted text (and website URLs) disguised as "chat"
or conversation into any third party chat room. DatingRev at its own discretion
and not as its exclusive remedy, reserves the right to suspend, terminate or by
any other method, discipline any partner without further notice or pay if it is
determined that the partner was spamming or in violation of this provision or in violation of
applicable law. You hereby represent, agree, and warrant that you shall only send
commercial e-mail to those who opted-in and consented to receive such commercial e-mail
and you further represent, agree, and warrant that as proof of the above you shall
maintain, use, and update in real time an "E-Mail Database" that contains a full
audit trail of all persons or entities who opted-in and consented to receive any
commercial e-mail advertisements sent by you (or at your request) during the term
of this agreement including, the date of the opt-in consent, the manner, date, time,
location (URL if by web form), scope, and method of the opt-in consent, the e-mail
address (and PII and/or Static IP address if obtained) that opted-in, and all the
e-mails sent to such e-mail address, and requests to opt-out by such e-mail address
along with the manner, date, time, location (URL if by web form), scope, and method
of such opt-out. You hereby agree to act expeditiously to remedy any and all
complaints of spam or unsolicited commercial e-mail, including but not limited to,
opting-out such persons from receiving further e-mails from you. You further agree
to fully and immediately respond to any and all requests or queries we make of you
requesting information and/or written reports of data located in the E-Mail Database.
In addition, you agree to make immediately available to us for inspection and querying,
upon our demand of you during the term of this agreement and for five years after
termination, the E-Mail Database in a usable and secure manner remotely or in person
at our discretion. You also agree to preserve the integrity of the data in the E-Mail
Database, to, amongst other things, provide evidence of opt-in consent of all e-mails
sent during the term(s) of this agreement, and all such E-Mail Database data will be
preserved (and not erased or destroyed) during the term of this agreement and for at
least five years thereafter.
Responsibility for Your Site
You will be
solely responsible for the development, operation, and maintenance of your site
and for all materials that appear on your site. For example, you will be solely
responsible for: the technical operation of your site and all related equipment
creating and posting Product descriptions on your site and linking those
descriptions to our catalog the accuracy and appropriateness of materials posted
on your site (including, among other things, all Product-related materials)
ensuring that materials posted on your site do not violate or infringe upon the
rights of any third party (including, for example, copyrights, trademarks,
privacy, or other personal or proprietary rights) ensuring that materials posted
on your site are not libelous or otherwise illegal We disclaim all liability for
these matters. Further, you will indemnify and hold us harmless from all claims,
damages, and expenses (including, without limitation, attorneys' fees) relating
to the development, operation, maintenance, and contents of your
We reserves the right to issue warnings to, or cancel the accounts
of, any of your partner site's members, at its sole discretion and without
notification, regardless of any fees paid.
DatingRev Inc. retains the ownership of all source code. No access via FTP or otherwise
will be given to the source code and other materials hosted on the web servers.
Any attempt to access or interfere with these materials, or otherwise compromise
the security of the site, may result in the suspension of your account.
Profiles of members of other partner sites in the DatingRev network will be shown
on your site. And profiles of members of your site will be shown on other sites
in the DatingRev network. Members may communicate with other members
regardless of which site they belong to. You will only have access to the data
pertaining to members that have directly joined from your site. Although your
members may communicate with members of other partner sites in the DatingRev
network, you will not have access to, nor receive commission from, these other
members. All activity will be monitored. Any attempt to entice members of other
sites in the network to join your site is expressly forbidden and may result in
the suspension of your account.
Issuing bulk unsolicited emails, excessive posting to newsgroups, or any
other activity commonly recognized as 'spam', to promote your site is
expressly forbidden and may result in the suspension of your account.
Although every effort has been made to ensure that our service works
effectively on all operating systems and with all browsers, no guarantees are
made concerning the site's accessibility. We cannot be held
responsible for any loss of income, including but not limited to recurring
membership fees, due to problems with the site, including but not limited to
interruption to service or loss or corruption of data.
Any potential earnings from your site will be a direct result of your
ability to market and promote the site. No warranties, either express or
implied, are made concerning any potential profits.
DatingRev Inc. can in no way be held responsible for any communications, or
the repercussions of any communications, between members of any site.
DatingRev Inc. will, from time to time, issue updates to the website in order
to improve functionality, correct problems, etc. You will be informed of these
updates as and when they occur. No extra charges will be made for these updates.
Although we welcome suggestions for improvements, bug-fixes and modifications to
the site, DatingRev Inc. is under no obligation to act upon such suggestions.
Term of the Agreements
The term of this
Agreement will begin upon our acceptance of your Program application and will
end when terminated by either party. Either you or we may terminate this
Agreement at any time, with or without cause, by giving the other party written
notice of termination. Upon the termination of this Agreement for any reason,
you will immediately cease use of, and remove from your site, all links to our
site, and all DatingRev Inc. trademarks, trade dress, and logos, and all other
materials provided by or on behalf of us to you pursuant hereto or in connection
with the Program. You are eligible to earn referral fees only on our sales of
Qualifying Products that occur during the term, and referral fees earned through
the date of termination will remain payable only if the related orders are not
canceled or returned. We may withhold your final payment for a reasonable time
to ensure that the correct amount is paid.
We may modify any of the terms and conditions
contained in this Agreement, at any time and in our sole discretion, by posting
a change notice or a new agreement on our site. Modifications may include, for
example, changes in the scope of available commissions,
payment procedures, and Program rules. If any modification or change is
unacceptable to you, your only recourse is to terminate this agreement. Your
continued participation in the program following our posting of a change notice
or new agreement on our site will constitute binding acceptance of the
Relationship of Parties
You and we are
independent contractors, and nothing in this Agreement will create any
partnership, joint venture, agency, franchise, sales representative, or
employment relationship between the parties. 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 otherwise, that reasonably would contradict
anything in this Section.
You are solely responsible for any taxes due as a result of any commissions
earned by you hereunder. This includes federal, state and local income taxes,
self-employment taxes, unemployment insurance, state disability, social
security, or any other payments owed to government entities.
We will not be liable for indirect, special, or
consequential damages (or any loss of revenue, profits, or data) arising in
connection with this Agreement or the Program, even if we have been advised of
the possibility of such damages. Further, our aggregate liability arising with
respect to this Agreement and the Program will not exceed the total referral
fees paid or payable to you under this
We make no express or
implied warranties or representations with respect to the Program or any
products sold through the Program (including, without limitation, warranties of
fitness, merchantability, non infringement, or any implied warranties arising
out of a course of performance, dealing, or trade usage). In addition, we make
no representation that the operation of our site will be uninterrupted or
error-free, and we will not be liable for the consequences of any interruptions
Applicable Governing Law
This agreement shall be governed by the laws of Canada and the Province of
Ontario without reference to its choice of law principles.
ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND
CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY)
SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS
AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB
SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE
PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER
THAN AS SET FORTH IN THIS AGREEMENT.