Affiliate Terms and Conditions
Please read the following CAREFULLY. This is a legal agreement ("Agreement") between ("Baeronaut LLC" "we," or "us") and ("webmaster/applicant", "You")
The following offer to applicant is subject to all the terms, conditions, limitations and waivers below. Applicant acknowledges and agrees that by participating in the Program and to be bound by all the terms and conditions in this Agreement.
Acceptance of this agreement:
By filling out and submitting the sign-up form, You are agreeing to be bound by all of the terms, conditions, promises, warranties, duties and obligations set forth in this Agreement and Baeronaut LLC is agreeing to become a counter-party to the Agreement. The date of execution shall be the date on which the form is forwarded to Baeronaut LLC
What rights are granted under this agreement:
Subject to the terms and conditions set forth in this Agreement by Baeronaut LLC grants to Webmaster, the following:
The non-exclusive right to direct, refer or send visitors or users of your website to websites owned, operated or controlled by Baeronaut LLC.
A limited nonexclusive, nontransferable and revocable license to access, download and use promotional banners, hypertext links, hosted galleries and other promotional materials created by Baeronaut LLC for use on your website or websites for the exclusive purpose of advertising, marketing or promoting websites owned, controlled and/or operated by Baeronaut LLC or services provided through Baeronaut LLC's website(s); however, the license herein granted shall automatically and immediately cease upon the termination or breach of any term in this agreement.
Applicant Warrants to Baeronaut LLC:
In consideration of Baeronaut LLC providing program benefits, applicant agrees and warrant as follows:
That applicant will at no time, or using any materials provided by Baeronaut LLC, directly or indirectly display or include on Your Website any advertising or advertising links of any kind which promote Baeronaut LLC websites or services provide through Baeronaut LLC's websites, other than those advertisements or hypertext ad links which have been pre-approved by Baeronaut LLC, in compliance with this Agreement, and which advertise Baeronaut LLC or other sites, companies, products or other wide area network addresses which we designate.
The applicant warrants that he/she will not make use of copyrighted material other than that designated for promotional purposes, unless previously granted authorization.
The applicant will not represent themselves as anything other than an affiliate of Baeronaut LLC.
NOTE: BAERONAUT LLC POLICIES ARE FOR ZERO TOLERANCE FOR SPAMMING. IF YOU SPAM, YOUR PARTICIPATION IN THE PROGRAM WILL BE TERMINATED, YOU WILL BE BARRED FROM FUTURE PARTICIPATION IN THE PROGRAM AND ALL FUNDS OTHERWISE DUE TO YOU WILL BE FORFEITED TO BAERONAUT LLC: You therefore warrant that
You will not use any form of mass unsolicited electronic mail solicitations, news group postings, IRC posting or any other form of what is commonly known as "spamming" as a means of promoting your website or for the purpose of directing or referring users to any websites owned, operated or controlled by Baeronaut LLC.
You further acknowledge and agree that Baeronaut LLC has the right to immediately, and without notice, terminate your participation in the program if we, in our sole and exclusive judgment, conclude that you have engaged in the use of any form of mass unsolicited electronic mail solicitations, news group postings, password selling or trading, warez, IRC posting or any other form of "spamming".
That applicant will not copy or reproduce, alter, modify or change, broadcast, distribute, transmit or disseminate any banners, hypertext links or other promotional or advertising materials provided to applicant by Baeronaut LLC 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 Baeronaut LLC in writing.
That applicant will not, directly or indirectly, by any means, trick, link or artifice of any manner link any of the following content or material to any Baeronaut LLC website through any hyperlinks maintained or created on applicants website or websites:
1 Obscene material; including without limitation to any material depicting bestiality, rape, torture, incest, scat, death, gore and any other material that we deem to be distasteful.
2. Any material which is displayed or transmitted in a way as to constitute harmful matter or indecent communications to minors;
3. Any material which constitutes child pornography or matter which involves depictions of nudity or sexuality by an age inappropriate-looking performer be the performer real or computer generated (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;
4. Any material, which is threatening, abusive, hateful, defamatory, libelous, slanderous, scandalous or injurious to the reputation of any person or entity;
5. Any material which constitutes an infringement, misappropriation or violation of any person's rights of publicity, privacy rights or any person's intellectual property rights, including but not limited to copyrights, trademark and service rights; This includes photos altered to look like celebrities or other private persons.
6. Any program, file, data stream or other material which contains viruses, worms, "Trojan horses" malicious java script or any other feature, which takes control of a third parties computer or cpu without their permission. 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;
7. Any material which contains any solicitation for prostitution, or which promotes or facilitates Warez Websites or the hacking, cracking or the downloading or trading of unauthorized MP3 audio files
8. Any material not fully in compliance with 18 U.S.C. Sec. 2257 et seq.;
9. Any language that is disrespectful to the site(s) or the performers. This includes terms such as bitch, slut, whore etc.
That Applicant shall remain a program participant until applicants terminate participation in the program by notifying Baeronaut LLC by E-mail at: bd AT brightdesire.com
of applicants intent to terminate participation; or applicants participation in the program is terminated by Baeronaut LLC for any reason;
That applicant will remain a program participant in good standing at all times applicant is receiving benefits or are otherwise participating in the program.
That applicant shall cease to be a participant in good standing and shall be subject to immediate termination of all benefits without prior notice if there is a failure to perform under or breach any part of this Agreement.
That if applicants participation in the program is terminated for any reason or is not in good standing, changes applicants website's URL or applicant ceases to offer services on the Internet, applicant shall immediately and permanently cease all use of all materials provided by Baeronaut LLC and that all files containing materials provided will be removed from your website.
That applicant is over the age of eighteen (18) years.
That the person executing this agreement has the authority and is otherwise is entitled to contract on behalf of the entity which owns the rights to the your Website.
That upon termination of this Agreement you will immediately cease using Baeronaut LLC marks and remove any materials supplied to you by Baeronaut LLC or referring to Baeronaut LLC, including without limitation any banner ads, from Your Website.
That all of applicant’s warranties, indemnities and obligations, which by their nature are designed to survive termination, shall extend beyond the termination of this Agreement.
Limitations Of Your Participation In The Program:
You acknowledge and agree to the following limitations:
Only persons over the age of eighteen (18) years may participate in the program.
Baeronaut LLC shall at all times have the right, in its sole and exclusive discretion, to modify and/or terminate the Program and any and all program benefits associated with Program at any time, and may do so with or without prior notice or cause.
Baeronaut LLC has the right to terminate applicants and any other person's participation in the Program at any time and may do so with or without prior notice or cause.
This agreement and the rights under it are not transferable and may only be used by applicant in association with participation in the program.
All Program Benefits materials, including, without limitation, all advertising banners, hypertext links, photographic materials, recordings, video, sound, and any other form of intellectual property provided to You by Baeronaut LLC as part of this Program shall remain the property of Baeronaut LLC 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 as expressly authorized by Baeronaut LLC in writing.
Nothing herein shall be construed as a grant or assignment of any rights in any intellectual property owned by Baeronaut LLC, including, without limitation, any of its trademarks or service marks.
A "referral" from Your Website which entitles You to a "referral fee" shall be defined as follows:
(i) A person who has been directed to a website controlled or operated by Baeronaut LLC through the use of a banner ad or hypertext link supplied by Baeronaut LLC as part of the Program (hereinafter referred to as "Authorized Link") that resides on your website and which automatically connects any person who clicks on said Authorized Link to a Baeronaut LLC website; and
(ii) A person who, after having been directed to a website owned or operated by Baeronaut LLC through the use of an Authorized Link, clicks through to an Advertiser listed on Baeronaut LLC's website (hereafter defined as a "unique click-through to an Advertiser").
You acknowledge and agree that Baeronaut LLC shall have the right to deny or withhold payment from applicant and to terminate applicant from the program if the Baeronaut LLC determines that applicant has directly or indirectly engaged in, or encouraged fraudulent activity.
You further acknowledge and agree that Baeronaut LLC shall have the right, in its sole and exclusive judgment, to determine what constitutes fraudulent activity and whether conduct, directly or indirectly constituted or encouraged fraudulent activity. The Baeronaut LLC's determination that fraudulent activity has or is occurring shall be conclusive as to that issue.
You acknowledge and agree that Baeronaut LLC shall have the right to terminate the program at any time, for any reason, or for no reason at all, in its sole and absolute discretion.
All referral fees due and payable hereunder shall be payable in United States Dollars.
The referral fees payable as part of the Program shall be listed at the link located at Baeronaut LLC’s website, and Baeronaut LLC reserves the right, in its sole and exclusive discretion, at any time to alter or modify the Program including the method and terms of all payment benefits to Participants. Any changes posted link set forth above shall be binding upon all participants immediately upon posting said changes at that link by Baeronaut LLC.
It is Applicants sole obligation to check the link to determine if there have been any changes in the Program. If Baeronaut LLC has changed the terms of this agreement and Applicant disagrees with such than Applicant is excluded from program.
No Joint Or Collaborative Venture; No Monitoring Or Control Of Your Content By Us:
Nothing in this Agreement is intended by Baeronaut LLC to create or constitute a joint or collaborative venture or partnership of any kind between Baeronaut LLC and Applicant agree that nothing in this Agreement be construed as constituting or creating any agency, employment relationship, joint or collaborative venture or partnership between Applicant and Baeronaut LLC its employees, agents or assigns.
You acknowledge and agree that we shall have no control nor ownership interests of any kind in applicants business or Website.
You acknowledge and agree that You shall have no financial or other interest in Baeronaut LLC or any property owned by Baeronaut LLC, its affiliates, agents, successors or assigns.
You acknowledge and agree that the relationship with Baeronaut LLC shall be restricted to matters pertaining to the Program exclusively and shall be governed entirely by the terms and conditions of this Agreement.
You acknowledge and agree that Baeronaut LLC has no direct or indirect control over the content of performances or services, the manner of performances or services, or the time or duration of provision of performances or services by Applicant, at or in association with your Website except as specifically set forth in this Agreement.
You further acknowledge that neither Baeronaut LLC nor any employee, associate, agent, assign or successor of Baeronaut LLC 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 applicant shall be solely responsible for any legal liabilities or consequences resulting from the dissemination of that content on or through your Website.
Baeronaut LLC makes no guarantees or warranties of any kind:
You acknowledge and agree that Baeronaut LLC makes no guarantees 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 use of Program and associated materials, including, without limitation is solely at your risk. Baeronaut LLC disclaims all warranties, either express or implied including, but not limited to, express or implied warranties of merchantability and fitness for a particular purpose, with regard to the Program and any and all materials of every kind supplied to as part of this Program.
Baeronaut LLC Limited Liability and Liquidated Damages :
You acknowledge and agree that under no circumstances shall Baeronaut LLC, its employees, independent contractors, authors, agents, representatives, assigns and successors be liable to applicant, 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 Baeronaut LLC website, or arising from or in connection with the use of the Program materials, or due to any mistakes, omissions, delays, errors, interruptions in the transmission, or receipt of Baeronaut LLC' services, content or Program materials, including without limitation any losses due to serve problems or due to incorrect placement of HTML or other programming languages.
Notwithstanding the foregoing express limitations of liability, you acknowledge and agree that should Baeronaut LLC, its officers, employees, successors, or assigns be held liable for damages, injuries or losses of any kind, directly or indirectly resulting from participation in the program, that the aggregate liability arising with respect to and under this Agreement and the Program for any and all claims, injuries, damages or losses will not exceed the total referral fees paid or payable to you under this Agreement.
No Representations Of Success Or Profitability:
You hereby confirm and acknowledge that you have unilaterally decided to enter an Internet service business and acknowledge that it is a high-risk business. You further confirm, acknowledge and expressly agree that neither Baeronaut LLC, any agent or representative of Baeronaut LLC, 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, reassurance or any other communication of any kind regarding:
1. the potential profitability or likelihood of success of your participation in the Program as set forth in this Agreement or otherwise;
2. the possibility or likelihood that use of any products and/or services provided by Baeronaut LLC pursuant to this Agreement can or will result in the recoupment of any funds expended by You for the promotion of Your Website or any other purpose; or
3. the existence, nonexistence, size or any other characteristics of any market for any products or services which involve Your participation in the Program pursuant to this Agreement.
4. Applicant agrees that such program is not a franchise or other business opportunity and agrees that such program does not fall within any such act or law. Specifically, these terms and conditions are not by their definition an offer or business opportunity. You further expressly agree not to raise any claim of any kind against Baeronaut LLC and you agree to hold Baeronaut LLC harmless from any claim of loss to you directly or indirectly resulting from your decision to participate in the Program pursuant to this Agreement.
No Monitoring Or Supervision Provided By Us
We shall not monitor, supervise or review, and shall not be responsible for any content appearing or otherwise distributed on, at or in association with Your Website except for that content which is supplied to You by Us, provided that said content supplied to You by Us has not be altered or modified by You or any other party.
Term And Termination Of Agreement
You acknowledge and agree that the term of this Agreement is at will and will begin upon Baeronaut LLC's acceptance of your Affiliate application and will end when terminated by either party. Either you or Baeronaut LLC may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination.
In the event that this Agreement or Program is terminated, you shall be entitled to all unpaid commissions or referral fees earned by you prior to the date and hour of termination. However, You shall not be entitled to receive any commissions or referral fees for any "referrals" delivered or received by Baeronaut LLC after the date and time of termination.
Entire Agreement; Modification; Assignment
This Agreement constitutes the entire agreement between Applicant and Baeronaut LLC 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 Baeronaut LLC may at any time, in its sole and exclusive discretion, modify the type and quality of benefits provided to you under this Agreement by posting a change notice or a new agreement on this site. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures and Program rules. IF ANY MODIFICATION 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 CHANGE.
Applicant acknowledges and agree that the failure of Baeronaut LLC 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.
Applicant agrees that all promises, obligations, duties and warranties made by applicant in this Agreement are personal to applicant and that neither they nor any benefits hereunder may be assigned by applicant to any other person or entity.
You agree that Baeronaut LLC may at any time, and without prior notice to you, freely assign all or part of its duties, obligations and benefits hereunder.
Arbitration; Choice of Law
Any and all disputes as to the interpretation of or any performance under this Agreement which are not first resolved informally, shall be determined by binding arbitration in:
Rules of the American Arbitration Association shall apply. The final award in any such arbitration proceeding shall be subject to entry as a judgment by any court of competent jurisdiction, provided that such judgment does not conflict with the terms and provisions hereof. The jurisdiction of the arbiter (or arbiters) with respect to legal matters shall be limited only by the statutory and common law of the State of and the United States.
This Agreement is executed in and all its provisions shall be governed by and construed according to the laws and judicial decisions of the State of and the United States when applicable.
All Provisions Of This Agreement Not Deemed Unenforceable Shall Survive Any Unenforceable Provisions 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.
This Agreement Shall Be Deemed To Be Mutually Drafted for purposes of construction of this Agreement, both Baeronaut LLC and You shall be deemed to have mutually drafted this Agreement and all parts thereof.
Acceptance And Execution Of This Agreement
By filling out and submitting the sign-up form, You are agreeing to be bound by all of the terms, conditions, promises, warranties, duties and obligations set forth in this Agreement and Baeronaut LLC is agreeing to become a counter-party to the Agreement. The date of execution shall be the date on which the form is forwarded to Baeronaut LLC via CCBill.