The following are the terms and conditions (this “Agreement” or the “Terms”) for affiliates that direct potential customers to any BJJFAQ.COM LLC web site (the “Site”) and where BJJFAQ.COM LLC has agreed to pay that affiliate (“you”) for directing those potential customers to the Site.
By submitting your application for being an affiliate of the Site, you agree to be bound by the Terms as stated herein without modification.
- Nature of the Relationship
The nature of the relationship between BJJFAQ.COM LLC and you will be that of independent contractors for all purposes and in no event will any person employed by you be held or construed to be employees of BJJFAQ.COM LLC. Specifically, BJJFAQ.COM LLC is not a member of any partnership, joint venture or franchise arrangement with you.
- Your Responsibilities
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
– Ensuring the display of Special Links on your site does not violate any agreement between you and any third party (including without limitation any restrictions or requirements placed on you by a third party that hosts your site)
– The accuracy, truth, and appropriateness of materials posted on your site (including, among other things, all Product-related materials and any information you include within or associate with Special Links)
– 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
- Compliance with law
As a condition to your participation in the Program, you agree that while you are a Program participant you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are a Program participant. Without limiting the foregoing obligation, you agree that as a condition of your participation in the Program you will comply with all applicable laws (federal, state or otherwise) that govern marketing email, including without limitation, the CAN-SPAM Act of 2003 and all other anti-spam laws.
BJJFAQ.com LLC, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Program, or any other BJJFAQ.com LLC service, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all potential or to-be-paid commissions in your Account if they were earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods. BJJFAQ.com LLC reserves the right to refuse service to anyone for any reason at any time.
- 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.
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, noninfringement, 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 BJJFAQ.com LLC will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
- Ownership and use of BJJFAQ.COM LLC Materials
“BJJFAQ.COM LLC Materials” include any legal materials, documents, contracts, software, products, web links, promotional material, email, information, partial BJJFAQ.COM LLC Material or any other materials provided by BJJFAQ.COM LLC, the Site or any BJJFAQ.COM LLC service in any way. BJJFAQ.COM LLC retains complete ownership and all rights to the BJJFAQ.COM LLC Materials. You do not have the right to use or change any of the BJJFAQ.COM LLC Materials without the prior written consent of BJJFAQ.COM LLC. You do not have the right to use any BJJFAQ.COM LLC Materials for third party or competitive use. All use of BJJFAQ.COM LLC Materials, with or without prior written consent, will cease after termination of this agreement.
This Agreement will be for an indefinite term and can be terminated immediately without cause by either BJJFAQ.COM LLC or you providing notice to the other party. Upon termination, you will stop using BJJFAQ.COM LLC Materials and you will discontinue any use of the BJJFAQ.COM LLC trademark.
- Your Compensation
BJJFAQ.COM LLC agrees to pay you a commission of ten percent (10%) of all sales (excluding fees paid to external service providers, fees paid to external suppliers and some subscription renewals) generated from the traffic of your site. This traffic will be given a tracking cookie provided the person has not previously visited our site and has an existing tracking cookie from another affiliate. You will get credit for such sales during the life of the tracking cookie. Payments are calculated on the first business day of the month and payment will be sent within five business days when commissions payable total $50 or more. You will have access to sales and commission reports available through the BJJFAQ.COM LLC Affiliate Program. We will not provide any compensation for any referrals or traffic where the provision of any compensation for a referral is prohibited by law.
- Content Development
You are solely responsible for all content development (and its cost) on your web site.
You may be given or obtain access to non-public information of BJJFAQ.COM LLC that BJJFAQ.COM LLC considers to be of a confidential, proprietary, or trade secret nature, including, but not limited to, customer information, pricing, financial and operational information, business information and marketing information, in whatever form or media, whether or not marked as confidential (collectively “Confidential Information”). You agree not to use any Confidential Information disclosed to you by BJJFAQ.COM LLC for your own use or for any purpose other than to carry out your obligations under this Agreement. You will not disclose any Confidential Information to third-parties or to your employees or agents, other than employees and agents who are required to have the information in order to carry out your obligations under this Agreement. You agree to notify BJJFAQ.COM LLC immediately and in writing of any misuse or misappropriation of BJJFAQ.COM LLC’s Confidential Information, which may come to your attention and to return BJJFAQ.COM LLC’s Confidential Information upon the request of BJJFAQ.COM LLC. Confidential Information shall not apply to: (a) information that is or becomes a matter of public knowledge through no fault of or action by you, (b) information that prior to disclosure was rightfully in your possession as a result of disclosure by a third-party under no obligation or restriction of confidentiality, (c) information that, subsequent to disclosure, is rightfully obtained by you from a third-party under no obligation or restriction of confidentiality, and (d) information that is independently developed by you without use, knowledge or access to the Confidential Information of BJJFAQ.COM LLC.
- Return of Confidential Property
Upon BJJFAQ.COM LLC’s request (and upon termination of this Agreement), you will deliver to BJJFAQ.COM LLC all Confidential Information, memoranda, notes, records, drawings, manuals, disks, or other documents and media pertaining to BJJFAQ.COM LLC’s business including all copies, extracts, summaries and analyses.
You agree to indemnify and hold BJJFAQ.COM LLC, its directors, officers, shareholders, successor and predecessor companies, attorneys, agents and employees harmless from any claim, demand, or damage, including reasonable attorneys’ fees and costs, asserted by any third party due to or arising out of the your actions (including but not limited to advertising, web site content or how you otherwise direct potential customers to our site).
- Limitations of damages
BJJFAQ.COM LLC will not be liable to you for any exemplary, punitive, special or consequential damages, including lost revenues, lost profits or lost prospective economic advantage arising from any act or omission in performance or failure to perform under this Agreement, even if BJJFAQ.COM LLC is at fault and/or knew or should have known of the possibility thereof, and you hereby release and waive any claims against BJJFAQ.COM LLC regarding such damages.
- Trademarks and other Intellectual Property
You acknowledge that all rights in any registered trademarks or any pending trademark registrations associated with the business of BJJFAQ.COM LLC (i.e., trademarks, service marks, slogans, logos, designs and other similar means of distinction), including all goodwill pertaining thereto, shall be the sole property of BJJFAQ.COM LLC. You may use and display such trademarks only in the manner and for the purpose authorized by BJJFAQ.COM LLC, and only during the Term of this Agreement. BJJFAQ.COM LLC reserves the right to add to, change or discontinue the use of any trademark it owns, on a selective or general basis, at any time. You shall not use any trademark or trade name of BJJFAQ.COM LLC in any corporate, partnership or business name without BJJFAQ.COM LLC’s prior written consent.
No press releases mentioning your affiliate program participation may be made without the prior written consent of BJJFAQ.COM LLC to a release being made. You will provide a copy of any press releases to BJJFAQ.COM LLC.
You agree to conduct yourself with due regard to public conventions and morals and agree that you will not do or commit any act or thing that will tend to degrade BJJFAQ.COM LLC or bring it into public hatred, contempt, scorn or ridicule or that will tend to shock, insult or offend the community or ridicule public morals or decency. Further, you will not market BJJFAQ.COM LLC’s Site or products using illegal, unethical, or misleading methods, or through inaccurate content.
- Modification to Terms
BJJFAQ.COM LLC reserves the right to change these terms at any time and to notify you by updating and posting these terms on its Site. BJJFAQ.COM LLC is not bound by any other modifications to these terms and conditions unless signed in writing by an authorized BJJFAQ.COM LLC officer.
- Entire Agreement
This Agreement, the Site Terms and Conditions, and the Site Legal Disclaimer, as amended from time to time, and located at https://www.bjjfaq.com, respectively, constitute part of this Agreement.
This Agreement cannot be assigned.
No failure or delay, on the part of BJJFAQ.COM LLC, in exercising any right or power under these Terms will operate as a waiver of such right or power.
If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties’ intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.
- Governing Law and Notices
In respect to construction, interpretation, validity, and enforcement, these Terms are to be construed in accordance with and governed by the laws of New York in USA. You consent to the exclusive jurisdiction of the courts of New York in USA. Any notice under this Agreement will be in writing and delivered in person or by public or private courier service or sent by facsimile. All notices will be addressed to BJJFAQ.COM LLC located at 3222 Irwin Avenue, Bronx, NY 10463 . Any notices to you may be delivered to you at the address, email address or facsimile number provided in your application or to any address later provided.
In the event the parties are not able to resolve any dispute between them arising out of or concerning these Terms and Conditions, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the parties, in a location mutually agreed upon by the parties. The arbitrator’s award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover its costs and reasonable attorney’s fees. The parties agree to arbitrate all disputes and claims in regards to these Terms and Conditions or any disputes arising as a result of these Terms and Conditions, whether directly or indirectly, including Tort claims that are a result of these Terms and Conditions. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision, shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms and Conditions.
- Class Action Waiver
Any arbitration under these Terms and Conditions will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and Employer agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
- End User
The end-user of BJJFAQ.COM LLC’s Material will be subject to the Site’s terms and conditions and disclaimers.
- Binding Effect
This Agreement will pass to the benefit of and be binding upon the respective heirs, executors, administrators, successors of BJJFAQ.COM LLC and you.
The headings, captions, titles, and numbering system are inserted only as a matter of convenience and may under no circumstances be considered in interpreting the provisions of this Agreement.