Affiliate Program Terms & Conditions
Solomon RC ALI INC.
Affiliate Program Agreement
This Affiliate Program Agreement (this “Agreement”) is made and entered into by and between Solomon RC ALI INC and the party submitting an application to become an Solomon RC ALI INC.
affiliate (“Affiliate”). The terms and conditions contained in this Agreement apply to Affiliate’s participation with Solomon RC ALI INC.’s affiliate program which is administered by solompicks.com (“Affiliate Program”). In connection with the Affiliate Program, Affiliate may see offers (each, an “Offer”) by Solomon RC ALI INC. that may link to a specific web site for that particular Offer (“Program Web Site”). Furthermore, each Offer may have additional terms that are incorporated as part of this Agreement.
BY SUBMITTING AN APPLICATION, PARTICIPATING IN AN OFFER, OR BY DOWNLOADING, INSTALLING, ACTIVATING OR USING ANY CONTENT AVAILABLE THROUGH THE AFFILIATE PROGRAM, AFFILIATE IS AGREEING TO COMPLY WITH, AND BE BOUND BY, THE TERMS OF THIS AGREEMENT IN THEIR ENTIRETY WITHOUT LIMITATION OR QUALIFICATION AS WELL AS ALL APPLICABLE LAWS AND REGULATIONS. THE INDIVIDUAL ACCEPTING THIS AGREEMENT REPRESENTS THAT HE OR SHE (A) IS AN AUTHORIZED REPRESENTATIVE OF THAT ENTITY; (B) HAS THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT; AND (C) AGREES TO BE BOUND BY THIS AGREEMENT ON BEHALF OF THAT ENTITY.
This Agreement shall apply unless Affiliate has a separate written agreement with Solomon RC ALI INC. relating to the subject matter of this Agreement, in which case the separate written agreement shall govern.
Enrollment in the Affiliate Program
Affiliate must submit an Affiliate Program application through Solomon’s website or such other location as Solomon RC ALI INC. may determine. Affiliate must provide accurate and complete information in Affiliate’s application. After Solomon RC ALI INC. reviews Affiliate’s application, Solomon RC ALI INC.will notify Affiliate of Affiliate’s acceptance or rejection of Affiliate’s participation in Solomon RC ALI INC. Program. Solomon RC ALI INC. may accept or reject Affiliate’s application at Solomon RC ALI INC.’s sole discretion for any reason.
Obligations of the Parties
Subject to Solomon RC ALI INC.’s acceptance of Affiliate in its Affiliate Program and Affiliate’s continued compliance in all respects with the terms and conditions of this Agreement, Solomon RC ALI INC. agrees as follows:
Solomon RC ALI INC.will make available to Affiliate via the Affiliate Program graphic and textual links to the Program Web Site and/or other of Solomon RC ALI INC.’s creative materials (collectively, the “Links”) which Affiliate may display on web sites owned or controlled by Affiliate and in online advertisements (collectively, “Media”). The Links will serve to identify Affiliate as a member of SOLOMON RC ALI INC.’s Affiliate Program and will establish a link from Affiliate’s Media to the Program Web Site.
SOLOMON RC ALI INC. will pay Affiliate for each Qualified Action (the “Commission”). A “Qualified Action” means an individual person who, in SOLOMON RC ALI INC.’s sole discretion (i) accesses the Program Web Site via the Link, where the Link is the last link used by the individual to access the Program Web Site, (ii) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method intended to appear like an individual, real live person, (iii) is not using pre-populated fields, (iv) completes all of the information required for such action within the time period allowed by SOLOMON RC ALI INC., and (v) is not later determined by SOLOMON RC ALI INC. to fit into one of the foregoing categories or otherwise be a fraudulent, incomplete, unqualified or a duplicate user.
SOLOMON RC ALI INC. will pay Affiliate any Commissions earned on a monthly basis, provided that the total Commissions SOLOMON RC ALI INC. owes Affiliate is greater than $50.00. Accounts with a balance of less than $50.00 will roll over to the next month and will continue to roll over monthly until the $50.00 minimum is reached. SOLOMON RC ALI INC. reserves the right to charge back to Affiliate’s account any previously paid Qualified Actions that are later determined to have not met the requirements to be a Qualified Action.
SOLOMON RC ALI INC. may use payment processing services for payments made to Affiliate under this Agreement. Affiliate acknowledges that such services may charge a processing fee for each monthly payment made to Affiliate and Affiliate agrees that such fee may be deducted from the amount paid to Affiliate by SOLOMON RC ALI INC. under this Agreement.
SOLOMON RC ALI INC. shall automatically generate an invoice on behalf of Affiliate for all Commissions payable under this Agreement and shall remit payment to Affiliate based upon that invoice. All tracking of Links and determinations of Qualified Actions and Commissions shall be made by SOLOMON RC ALI INC. in its sole discretion. In the event that Affiliate disputes in good faith any portion of an invoice, Affiliate must submit that dispute to SOLOMON RC ALI INC. in writing and in sufficient detail within thirty (30) days of the date on the invoice. If Affiliate does not dispute the invoice as set forth herein, then Affiliate agrees that it irrevocably waives any claims or challenges based upon that invoice. In the event that Affiliate is also tracking Qualified Actions and Affiliate claims a discrepancy, Affiliate must provide SOLOMON RC ALI INC. with Affiliate’s reports within three (3) days after the 30th day of the calendar month, and if SOLOMON RC ALI INC.’s and Affiliate’s reported statistics vary by more than 10% and SOLOMON RC ALI INC. reasonably determines that Affiliate has used generally accepted industry methods to track Qualified Actions, then SOLOMON RC ALI INC. and Affiliate agree to make a good faith effort to arrive at a reconciliation. If the parties are unable to arrive at a reconciliation, then SOLOMON RC ALI INC.’s numbers shall govern.
If Affiliate has an outstanding balance due to SOLOMON RC ALI INC. under this Agreement or any other agreement between the Affiliate and SOLOMON RC ALI INC., whether or not related to the Affiliate Program, Affiliate agrees that SOLOMON RC ALI INC. may offset any such amounts due to SOLOMON RC ALI INC. from amounts payable to Affiliate under this Agreement.
Affiliate hereby agrees that:
Affiliate has sole responsibility for the development, operation, and maintenance of, and all content on or linked to, the Media.
Affiliate will not post materials on the Media or elsewhere in connection with the Affiliate Program (i) that are illegal, (ii) that infringe upon the intellectual property or personal rights of any third party, (iii) that contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities (such as gambling), or contains profanity; or (iv) that contains or promotes politically sensitive or controversial issues (collectively, “Objectionable Content”).
Affiliate will not take any actions in connection with the Affiliate Program that (i) manipulates key word searches on portals; (ii) misrepresents itself as an SOLOMON RC ALI INC. website; (iii) engages in domain squatting; (iv) engages in spamming or the sending of unsolicited commercial e-mail; (v) engages in unauthorized telemarketing or remarketing of any SOLOMON RC ALI INC. product or service via telephone; (vi) uses the name of SOLOMON RC ALI INC. or any of its products or services in a domain name or URL; (vii) uses a proxy server or redirector server to proxy SOLOMON RC ALI INC. web pages or web sites through Affiliate’s website or URL; (viii) stores personal information on servers based outside of the United States; (ix) disparages or otherwise negatively portrays SOLOMON RC ALI INC.; or (x) SOLOMON RC ALI INC., in its sole discretion, otherwise considers objectionable.
Affiliate will not make any representations, warranties or other statements concerning SOLOMON RC ALI INC. or any of its products or services, except as expressly authorized herein.
Affiliate shall make no statement representing, warrantying, guarantying or assuring any person that an increase in credit score will be associated with the promotion of SOLOMON RC ALI INC.’s products and services.
The Media will not copy or resemble the look and feel of the Program Web Site or any SOLOMON RC ALI INC. website, engage in “framing” the Program Website or any SOLOMON RC ALI INC. website, or create the impression that the Media is endorsed by SOLOMON RC ALI INC. or a part of the Program Web Site, without prior written permission from SOLOMON RC ALI INC..
Affiliate will comply with all (i) obligations, requirements and restrictions under this Agreement and (ii) laws, rules and regulations as they relate to its business, its Media or its use of the Links.
Affiliate will comply with the terms, conditions, guidelines and policies of any third-party services used by Affiliate in connection with the Affiliate Program, including but not limited to, email providers, social networking services and ad networks.
Affiliate will always prominently post and make available to end-users any terms and conditions in connection with the Offer set forth by SOLOMON RC ALI INC., or as required by applicable laws regarding such Offers.
Affiliate will remove inactive or misdirected Links and promptly inform SOLOMON RC ALI INC. of such Links.
The following additional program-specific terms shall apply to any promotional programs set forth below:
Email Campaigns. Affiliate may not engage in an email campaign without SOLOMON RC ALI INC’s prior written consent. In those instances in which SOLOMON RC ALI INC. approves Affiliate’s use of an email campaign, Affiliate must download the “Suppression List” from the Offers section of SOLOMON RC ALI INC.. Affiliate shall filter its email list by removing any entries appearing on the Suppression List and will only send emails to the remaining addresses on its email list. SOLOMON RC ALI INC. will provide an opt-out method in all Links, however, if any opt-out requests come directly to Affiliate, Affiliate shall immediately forward them to SOLOMON RC ALI INC. at firstname.lastname@example.org. Affiliate’s emails containing the Links may not include any content other than the Links, except as required by applicable law.Affiliate agrees that failure to download the Suppression List and remove all emails from the database before mailing may result in Commission withholdings, removal or suspension from all or part of the Affiliate Program, possible legal action and the exercise by SOLOMON RC ALI INC. of any other rights or remedies available pursuant to this Agreement or otherwise. Affiliate further agrees that it will not mail or market to any suppression files generated through the SOLOMON RC ALI INC. network, and that doing so may result in Commission withholdings, removal or suspension from the Affiliate Program, possible legal action and any other rights or remedies available to SOLOMON RC ALI INC. pursuant to this Agreement or otherwise.
Advertising Campaigns. Affiliate may not place Links on chat rooms or message or bulletin boards unless otherwise agreed by SOLOMON RC ALI INC. in writing. Any pop-ups/unders used for the Affiliate Program shall be clearly identified as being served by Affiliate in the title bar of the window and any client-side ad serving software used by Affiliate shall only have been installed on an end-user’s computer if the function of the software complies with all applicable laws, the installation of the software is clearly disclosed to end-users prior to installation, the installation is pursuant to an affirmatively accepted and plain-English end user license agreement, and the software may be easily removed according to generally accepted methods.
Affiliate Network Campaigns. For all Affiliates that maintain their own affiliate networks (each, an “Affiliate Network”), Affiliate agrees to provide SOLOMON RC ALI INC. a list of all publishers in its affiliate network (each a “Third Party Affiliate”) for SOLOMON RC ALI INC.’s approval prior to placing any Links in its Affiliate Network for access and use by Third Party Affiliates. Affiliate agrees that it will expressly forbid any Third Party Affiliate to modify the Links in any way. Affiliate agrees to maintain its Affiliate Network according to the highest industry standards. Affiliate shall not permit any party to be a Third Party Affiliate whose web site or business model involves content containing Objectionable Content. All Third Party Affiliates must be in good standing with Affiliate. Affiliate must require and confirm that all Third Party Affiliates affirmatively accept, through verifiable means, the terms of this Agreement prior to obtaining access to the Links. Affiliate shall promptly terminate any Third Party Affiliate who takes, or could reasonably be expected to take, any action that violates the terms and conditions of this Agreement. In the event that either party suspects any wrongdoing by a Third Party Affiliate with respect to the Links, Affiliate shall promptly disclose to SOLOMON RC ALI INC. the identity and contact information for such Third Party Affiliate. Affiliate shall promptly remove any Third Party Affiliate from the Affiliate Program and terminate their access to future Offers of SOLOMON RC ALI INC. in the Affiliate Network upon written notice from SOLOMON RC ALI INC.. Affiliate shall remain liable for all acts or omissions of any Third Party Affiliate.
For purposes of this Agreement, “Confidential Information” shall mean all data and information, of a confidential nature or otherwise, disclosed during the term of this Agreement by one party (“Disclosing Party”) to the other party (“Receiving Party”), as well as information that the Receiving Party knows or should know that the Disclosing Party regards as confidential including, but not limited to:
a party’s business plans, strategies, know how, marketing plans, suppliers, sources of materials, finances, business relationships, personally identifiable end-user information, pricing, technology, employees, trade secrets and other non-public or proprietary information whether written, oral, recorded on tapes or in any other media or format;
the material terms of this Agreement; and
any information marked or designated by the Disclosing Party as confidential.
The Receiving Party agrees to hold all Confidential Information in trust and confidence and, except as may be authorized by the Disclosing Party in writing, shall not use such Confidential Information for any purpose other than as expressly set forth in this Agreement or disclose any Confidential Information to any person, company or entity, except to those of its employees and professional advisers:
who need to know such information in order for the Receiving Party to perform its obligations hereunder; and
who have entered into a confidentiality agreement with the Receiving Party with terms at least as restrictive as those set forth herein.
Confidential information shall not include any information that the Receiving Party can verify with substantial proof that:
is generally available to or known to the public through no wrongful act of the receiving party;
was independently developed by the Receiving Party without the use of Confidential Information; or
was disclosed to the Receiving Party by a third party legally in possession of such Confidential Information and under no obligation of confidentiality to the Disclosing Party.
The Receiving Party agrees that monetary damages for breach of confidentiality may not be adequate and that the Disclosing Party shall be further entitled to injunctive relief, without the requirement to post bond.
Limited License & Intellectual Property
All content included on the Program Web Site, such as text, graphics, logos, button icons, images, audio clips, information, data, photographs, graphs, videos, typefaces, graphics, music, sounds, and other material, and software (the “Materials”) is the property of SOLOMON RC ALI INC. or its content suppliers and protected by copyrights, trademarks, trade secrets, or other proprietary rights and these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed. All such content is copyrighted as a collective work under the U.S. copyright laws (17 U.S.C. Section 101, et. seq.) and international treaty provisions, and SOLOMON RC ALI INC. owns a copyright in the selection, coordination, arrangement and enhancement of such content. All software used on the Program Web Site is the property of SOLOMON RC ALI INC. or its software suppliers and is protected by U.S. and international copyright laws. Affiliate may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the content on the Program Web Site, in whole or in part. Any use other than as contemplated herein, including the reproduction, modification, distribution, transmission, republication, display, or performance, of the content on the Program Website, except as specifically permitted herein, is strictly prohibited. “SOLOMON RC ALI INC.” and “Credit Strong” are registered trademarks of SOLOMON RC ALI INC.. All other marks, names, and logos mentioned on the Program Web Site are the property of their respective owners.
For the term of this Agreement, SOLOMON RC ALI INC. grants Affiliate a limited, non-exclusive, non-transferable license to copy, display and use SOLOMON RC ALI INC.’s “SOLOMON RC ALI INC.” and “Credit Strong” trademarks on Affiliate’s Websites in connection with the promotion of the Affiliate Program in a manner in compliance with this Agreement. The license granted herein shall terminate concurrently with the term of this Agreement. Affiliate shall not copy or alter any of the material contained in or linked to any SOLOMON RC ALI INC. website. Except as expressly stated herein, nothing in this Agreement is intended to grant Affiliate any rights to any of SOLOMON RC ALI INC.’s trademarks, service marks, copyrights, patents or trade secrets, and SOLOMON RC ALI INC. reserves all intellectual property rights other than those rights expressly granted herein. The license granted herein may be revoked by SOLOMON RC ALI INC. at any time and for any reason, or no reason. Affiliate is only entitled to use the Links to the extent that Affiliate is a member in good standing of the Affiliate Program. Affiliate agrees that SOLOMON RC ALI INC. may use any suggestion, comment or recommendation Affiliate chooses to provide to SOLOMON RC ALI INC. without compensation for any purpose. All rights not expressly granted in this Agreement are reserved by SOLOMON RC ALI INC..
SOLOMON RC ALI INC. may monitor Affiliate’s Media at any time, and from time to time, to determine if Affiliate is in compliance with the terms of this Agreement. Affiliate agrees to make, in a timely manner, changes to its Media or other lead generation activities that are requested by SOLOMON RC ALI INC.. In the event of suspected fraud, SOLOMON RC ALI INC. and Affiliate will examine the leads provided by Affiliate and SOLOMON RC ALI INC. may elect to send batches of such leads to an independent third-party lead verification company.
This Agreement shall commence on the date of SOLOMON RC ALI INC.’s approval of Affiliate’s Affiliate Program application and shall continue thereafter until terminated as provided herein. Affiliate may terminate Affiliate’s participation in the Affiliate Program at any time by removing all Links from Affiliate’s Media and deleting all copies of the Links. SOLOMON RC ALI INC. may terminate Affiliate’s participation in one or more Offers or this Agreement at any time and for any reason which SOLOMON RC ALI INC. deems appropriate with or without prior notice to Affiliate by disabling the Links or providing Affiliate with a written notice. Upon termination of Affiliate’s participation in one or more Offers or this Agreement for any reason, Affiliate will immediately cease all use of, and delete, all Links, and all SOLOMON RC ALI INC. intellectual property, and will cease representing itself as an SOLOMON RC ALI INC. affiliate for such one or more Offers. All rights to validly accrued payments, causes of action and any provisions, which by their terms are intended to survive termination, shall survive any termination.
In addition to any other rights and remedies available to SOLOMON RC ALI INC. under this Agreement SOLOMON RC ALI INC. reserves the right to delete any actions submitted through Affiliate’s Links and withhold and freeze any unpaid Commissions or charge back paid Commissions to Affiliate’s account if (i) SOLOMON RC ALI INC. determines that Affiliate has violated any term in this Agreement, (ii) SOLOMON RC ALI INC. receives any complaints about Affiliate’s participation in the Affiliate Program which SOLOMON RC ALI INC. reasonably believes is in violation this Agreement or (iii) any Qualified Action is later determined to have not met the requirements set forth in this Agreement or on the Affiliate Program. Such withholding or freezing of Commissions, or charge backs for paid Commissions, shall be without regard as to whether or not such Commissions were earned as a result of such breach. In the event of a material breach of this Agreement, SOLOMON RC ALI INC. reserves the right to disclose Affiliate’s identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by Affiliate’s actions. Such suspension will be in addition to SOLOMON RC ALI INC.’s available rights and remedies.
Affiliate must strictly comply with the federal CAN-SPAM Act of 2003 (the “Act”). If SOLOMON RC ALI INC. has approved the use of email campaigns pursuant to the “Email Campaign” section above, all emails sent in connection with the Affiliate Program must include the appropriate party’s opt-out link. From time to time, SOLOMON RC ALI INC. may request – prior to Affiliate’s sending emails containing linking or referencing the Affiliate Program that Affiliate submit the final version of Affiliate’s email to SOLOMON RC ALI INC. for approval by sending it to Affiliate’s SOLOMON RC ALI INC. representative and upon receiving written approval from SOLOMON RC ALI INC. of Affiliate’s email the email may be transmitted to third parties. It is solely Affiliate’s obligation to ensure that the email complies with the Act. Affiliate agrees not to rely upon SOLOMON RC ALI INC.’s approval of Affiliate’s email for compliance with the Act or assert any claim that Affiliate are in compliance with the Act based upon SOLOMON RC ALI INC.’s approval.
Affiliate is expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with referrals through the Links or the generation of Commissions or exceed Affiliate’s permitted access to the Affiliate Program. Such acts include, but are in no way limited to, using automated means to increase the number of clicks through the Links or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud. SOLOMON RC ALI INC. shall make all determinations about fraudulent activity in its sole discretion. In the event that SOLOMON RC ALI INC. determines that an Affiliate has engaged in fraud/fraudulent activities, SOLOMON RC ALI INC. reserves all rights and remedies, including, but not limited to, seeking restitution, reimbursement and pursuing regulatory sanction and criminal prosecution related to such activities.
Representations and Warranties
Affiliate hereby represents and warrants to SOLOMON RC ALI INC. that:
Affiliate has the power and authority to enter into and perform its obligations under this Agreement;
at all times, the Media and Affiliate itself will comply with all applicable foreign, federal, state or local laws, rules, regulations and ordinances including, without limitation, the Gramm-Leach Bliley Act, the Fair Credit Reporting Act, the Federal Trade Commission Act, CAN-SPAM, the Telephone Consumer Protection Act, the Fair Debt Collection Practices Act, the Federal Communications Act, and all rules and regulations promulgated under any of the foregoing, as well as all applicable state laws including, without limitation, the California Financial Privacy Act and the Vermont Consumer Protection Act, and all rules and regulations promulgated under such state laws (collectively, “Laws”);
Affiliate owns and/or has any and all rights in the Media as contemplated by this Agreement;
at all times, the Media and Affiliate itself will not violate any applicable rights of any third party including, but not limited to, infringement or misappropriation of any copyright, patent, trademark, trade secret or other proprietary, property or other intellectual property right;
Affiliate has a reasonable basis for any and all claims made within the Media and possesses appropriate documentation to substantiate such claims;
Affiliate shall fulfill all commitments made in the Media;
no Media is targeted to end-users under the age of eighteen (18);
prior to loading any computer program onto an individual’s computer including, without limitation, programs commonly referred to as adware and/or spyware, and cookies, Affiliate shall provide clear and conspicuous notice to, and shall obtain the express consent of, such individual to install such computer program and/or cookies;
the Media does not and will not contain any Objectionable Material or contain any “worm,” “virus” or other device that could impair or injure any person or entity;
Affiliate is not, nor is Affiliate acting on behalf of any person or entity that is, prohibited from engaging in transactions with U.S. citizens, nationals or entities under applicable U.S. law and regulation including, but not limited to, regulations issued by the U.S. Office of Foreign Assets Control (“OFAC”); and
Affiliate is not, nor is Affiliate acting on behalf of any person or entity that is, a Specially Designated National (“SDN”), as OFAC may so designate from time to time.
In addition to any notice permitted to be given under this Agreement, SOLOMON RC ALI INC. may modify any of the terms and conditions of this Agreement at any time by providing Affiliate with a notification by email. The changes will become effective ten (10) business days after such notice. If the modifications are unacceptable to Affiliate, Affiliate may terminate this Agreement without penalty solely on the account of such termination within such ten (10) business day period. Affiliate’s continued participation in this Affiliate Program ten (10) business days after a change notice has been posted will constitute Affiliate’s acceptance of such change.
In addition, SOLOMON RC ALI INC. may change, suspend or discontinue any aspect of an Offer or Link or remove, alter, or modify any tags, text, graphic or banner ad in connection with a Link. Affiliate agrees to promptly implement any request from SOLOMON RC ALI INC. to remove, alter or modify any Link, graphic or banner ad that is being used by Affiliate as part of the Affiliate Program.
Affiliate acknowledges that it has read this Agreement and agrees to all its terms and conditions. Affiliate has independently evaluated the desirability of participating in the Affiliate Program and each Offer and is not relying on any representation, guarantee or statement other than as set forth in this Agreement or on the Affiliate Program.
Affiliate shall irrevocably defend, indemnify and hold SOLOMON RC ALI INC. and each of its employees, officers, directors, members, managers, shareholders, contractors and agents harmless from and against any and all liability, loss, damage or expense (including, without limitation, reasonable attorneys’ fees, costs and expenses) arising out of or related to any allegation, claim or cause of action, involving Affiliate’s breach of this Agreement, the Media, and/or any claim that SOLOMON RC ALI INC. is obligated to pay any taxes in connection with Affiliate’s participation hereunder.
THE AFFILIATE PROGRAM AND LINKS, AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO AFFILIATE “AS IS”. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SOLOMON RC ALI INC. EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. SOLOMON RC ALI INC. DOES NOT WARRANT THAT THE AFFILIATE PROGRAM OR LINKS WILL MEET AFFILIATE’S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE AFFILIATE PROGRAM OR LINKS WILL BE COMPLETELY ERROR-FREE OR UNINTERRUPTED. SOLOMON RC ALI INC. DOES NOT GUARANTEE THAT AFFILIATE WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.
Limitation of Liability
IN NO EVENT SHALL SOLOMON RC ALI INC. BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PROGRAM WEB SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF SOLOMON RC ALI INC.. IN NO EVENT WILL SOLOMON RC ALI INC. BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY / WRONGFUL DEATH, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT SOLOMON RC ALI INC. HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. SOLOMON RC ALI INC.’S CUMULATIVE LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO AFFILIATE BY SOLOMON RC ALI INC. IN COMMISSIONS DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.
Other than with respect to payment obligations arising hereunder, neither party will be liable, or be considered to be in breach of this Agreement, on account of such party’s delay or failure to perform as required under the terms of this Agreement as a result of any causes or conditions that are beyond such party’s reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence (a “Force Majeure Event”). If any such Force Majeure Event occurs including, without limitation, acts of God, fires, explosions, telecommunications, Internet or Affiliate Network failure, results of vandalism or computer hacking, storm or other natural occurrences, national emergencies, acts of terrorism, insurrections, riots, wars, strikes or other labor difficulties, or any act or omission of any other person or entity, the affected party will give the other party notice and will use commercially reasonable efforts to minimize the impact of any such event.
Assignment. Affiliate may not assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of SOLOMON RC ALI INC., and any attempts to do so shall be null and void; provided, however, that either party may assign this Agreement or any portion hereof/thereof, to an acquirer of all or substantially all of such party’s equity, business or assets, a successor in interest whether by merger, reorganization or otherwise, or any entity controlling or under common control with such party.
Choice of Law/Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. In the event that any suit, action or other legal proceeding shall be instituted against either party in connection with this Agreement, each hereby submits to a court of competent jurisdiction located in Travis County, Texas, and further agrees to comply with all the requirements necessary to give such court jurisdiction.
Non-Waiver/Severability. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. If any provision contained in this Agreement is determined to be invalid, illegal or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the real intention of the parties, and the remaining provisions of this Agreement will remain in full force and effect.
Relationship of the Parties. The parties hereto are independent contractors. There is no relationship of partnership, agency, employment, franchise or joint venture between the parties. Neither party has the authority to bind the other, or incur any obligation on its behalf.
BY SUBMITTING AND APPLICATION TO AFFILIATE PROGRAM, AFFILIATE AFFIRMS AND ACKNOWLEDGES THAT AFFILIATE HAS READ THIS AGREEMENT IN ITS ENTIRETY AND AGREES TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS. IF AFFILIATE DOES NOT WISH TO BE BOUND BY THIS AGREEMENT, AFFILIATE SHOULD NOT SUBMIT AN APPLICATION TO AFFILIATE PROGRAM. IF AN INDIVIDUAL IS ACCESSING THIS AGREEMENT ON BEHALF OF A BUSINESS ENTITY, BY DOING SO, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE LEGAL CAPACITY AND AUTHORITY TO BIND SUCH BUSINESS ENTITY TO THIS AGREEMENT.