MATCH.COM AFFILIATE PROGRAM AGREEMENT
This Agreement governs your participation in the Match.com Affiliate Program.
The Match.com Affiliate Program (the “Affiliate Program”) is operated by Match.com, L.P. (“Match.com”). In this agreement, the terms "Participant", “you” and “your” refer to you (the applicant), and the "sponsoring Web site" refers to the Web site from which you will link to Match.com pursuant to the Affiliate Program.
1. Description of Affiliate Program
The Affiliate Program provides participants the ability to earn commissions as compensation for distributing the Match.com online dating service (the “Service”) available at Match.com’s Web site located at url www.match.com (the “Match.com Site”) and generating online subscriptions to the Service. To accomplish this, participants log in to the Affiliate Program Web site operated by LinkShare Corporation (“Linkshare”) and located at url www.linkshare.com (the “Program Site”) and utilize a self-service Web application to access Match.com links, banner ads, and other integration elements that link to the Match.com Site (collectively, the “Integrations”). Participants may include any or all such Integrations on their sponsoring Web sites, subject to the limitations set forth herein. Users who link to the Match.com Site via an Integration and create a unique registration to the Service in the same session are attributed to the participant that operates the relevant sponsoring Web site. When such users purchase subscriptions to the Service during the term of this Agreement using such registration, the relevant participant is eligible for a commission for such subscription as described in Section 3 (Commission Fees) below.
In order to be eligible to participate in the Affiliate Program, Participants must reside and have a permanent mailing address in the United States or Canada.
2. Required Information; Affiliate Account
In order to join the Affiliate Program, you must enter into this Agreement as described in Section 23 (Acceptance of Agreement). You must also provide Linkshare with the information required in the online application form at the Program Site.
3. Commission Fees
Linkshare will pay you a commission fee (the “Commission Fee”) on each Qualifying Subscription to the Service purchased during the Term. “Qualifying Subscription” means a first-time subscription purchased by a customer using a registration to Match.com that he or she created after linking to the Match.com Site from the sponsoring Web site via an Integration. Subscriptions to or purchases of additional services (including, but not limited to, services such as profile enhancement service or advice services) are intentionally excluded from the definition of Qualifying Subscription and no commission fees shall be paid to Participant on the basis thereof. The amount of the Commission Fee will be 75% of the initial purchase price of a Qualifying Subscription. Based on Match.com’s standard subscription prices as of May 1st, 2004, the Commission Fees would be:
1-month Subscription: Price - $34.99 75% Commission - $26.24
3-month Subscription: Price - $59.97 75% Commission - $44.98
6-month Subscription: Price - $101.94 75% Commission - $76.46
In addition to the 75% Commission Fee set forth above, a Participant who generates more than 30 Qualifying Subscriptions in any particular calendar month will earn an additional 25% Commission Fee, for a total Commission Fee of 100% of the initial purchase price of all Qualifying Subscriptions generated during such month. For example:
1-month Subscription: Price - $34.99 75% Commission - $26.24 25% Bonus - $8.75 Total Commission - $29.99
3-month Subscription: Price - $59.97 75% Commission - $44.98 25% Bonus - $14.99 Total Commission - $59.97
6-month Subscription: Price - $101.94 75% Commission - $76.46 25% Bonus - $25.48 Total Commission - $101.94
Please note that the tables above are for illustrative purposes only, as Match.com’s subscription prices are subject to change at any time without notice and in Match.com’s sole discretion. In addition, Match.com may offer special pricing and discounts in its sole discretion. Commission Fees are calculated based upon the actual subscription price paid. Match.com has no obligation to revise this Agreement when it changes its subscription fees and/or offers special pricing or discounts.
No Commission Fee will be paid on re-subscriptions or auto-renewals of existing Qualifying Subscriptions. If a Qualifying Subscription for which a Commission Fee is paid to Participant is later refunded or charged back, the relevant Commission Fee will be deducted from the next payment sent to Participant following such event. In addition, charge backs and refunds will be counted against the aggregate number of Qualifying Subscriptions in determining eligibility for the top performer bonus.
Please note that Match.com reserves the right to change any of the terms and conditions in this Agreement, including the payment terms described in this Section 3, by posting a new agreement on the Affiliate Web site (or any successor or replacement site), as described below in more detail in Section 14 (Modifications).
4. Commission Fee Payments
Within approximately 45 days after the end of each calendar month during the Term, Linkshare shall deliver to you (1) the aggregate Commission Fees (less any taxes required to be withheld under applicable law) due to you with respect to such calendar month. Match.com shall only be liable for Commission Fees due to you under this Agreement to the extent it has not forwarded such fees to Linkshare.
5. Subscription Payment Processing
Match.com will be solely responsible for processing every Qualifying Subscription. Payment processing, renewal payment processing, cancellations and refund processing, and related customer service are the responsibility of Match.com. All of the rules, operating procedures and policies of Match.com regarding customer subscriptions will apply to all subscription orders Match.com receives. Match.com reserves the right to reject any subscription order that does not comply with its rules, operating procedures and/or policies. Participant is not permitted to make any exceptions to Match.com’s rules, operating procedures or policies or otherwise communicate with subscribers about these rules except with Match.com's prior authorization, which may be withheld in Match.com’s sole discretion.
6. Tracking of Subscription Sales
Match.com will be solely responsible for tracking subscription sales. Statements of subscription sales activity will be provided to Participant as described in Section 4 (Commission Fee Payments) above. To protect the privacy of Match.com’s customers, the names of and other personally identifying information about customers will not be provided to Participant. All information about customers and users collected by Match.com shall be owned solely and exclusively by Match.com.
7. Copyrighted Material; Prohibitions on Use of Integrations and Match.com and Third-party Materials
Sponsoring Web Site. You shall ensure that none of the materials utilized or displayed on the sponsoring Web site, including your logo and preamble text, infringe upon the rights, including the intellectual property rights, of any third parties. You must have express permission to use another party's copyrighted material. Match.com will not be responsible if you use another party's copyrighted material in violation of the law.
Use of Match.com Intellectual Property Contained in the Integrations. As between the parties, Participant acknowledges and agrees that Match.com owns all right, title and interest in and to all patents, copyright, trademarks, trade secrets, service marks, trade names and other intellectual property in the Match.com Site, the Program Site, the Integrations and the Service and any software or other intellectual property provided by Match.com in connection with this Agreement (the "Match.com IntellectualProperty"). Participant shall not take any action inconsistent with such ownership by Match.com, nor attempt to register any Match.com Intellectual Property in any jurisdiction.
Match.com hereby grants to Participant, for the Term of this Agreement, a non-exclusive, non-transferable license to use the Match.com Intellectual Property contained in the Integrations, subject to Match.com’s approval, for the express limited purpose of performing under this Agreement, subject to the express limitations set forth herein. You, by virtue of this Agreement, shall not obtain or claim any right, title or interest in or to the Match.com Intellectual Property, except the right of use as specified herein, and you acknowledge and agree that all such use shall inure to the benefit of Match.com.
Participant shall use the Match.com Intellectual Property only as provided by Match.com, and shall not alter the Match.com Intellectual Property in any way. Match.com shall have the right to monitor the quality of Participant's use of the Match.com Intellectual Property. Any references to the Match.com Intellectual Property shall contain the appropriate trademark, copyright or other legal notice provided from time to time by Match.com. Upon a request from Match.com, Participant shall immediately cease use of any and all Match.com Intellectual Property, on the sponsoring Web site and elsewhere.
Prohibited Activities. The following activity is strictly prohibited. If you engage in any such activity, Match.com may immediately terminate this Agreement with no further obligation to you.
* Use of the Integrations, or any portion thereof, or any Match.com Intellectual Property in connection with any pay-per-click search engine advertising.
* Bidding on the Match.com service mark “MATCH.COM” or any other trademark or service mark of Match.com’s on any search engine.
* Including the Match.com service mark “MATCH.COM” or any other trademark or service mark of Match.com’s in any paid search engine marketing copy.
* Using the Match.com service mark “MATCH.COM” or any other trademark or service mark of Match.com’s in any Web site page titles or meta tags.
* Pointing traffic from search engine results directly into a page of the Match.com Site or a page of any Web site that is co-branded with Match.com, including Web sites that consist of the Match.com Site framed by a differently-branded header and/or footer.
* Placing any Match.com-related advertising on any Web site not owned and/or operated by you.
In addition, all traffic from search engines must link to the sponsoring Web site; the sponsoring Web site must be owned and/or operated by you; and the sponsoring Web site cannot consist merely of links to the Match.com Site, rather, it must provide a user-experience distinct from that available on the Match.com Site (for example, it may include unique content or services).
Finally, Match.com may impose additional restrictions on use of the Integrations and Match.com Intellectual Property and on any other activities pursuant to the Affiliate Program that Match.com determines in its sole discretion to be in its best interest. Such additional restrictions shall be effectively immediately upon notice from Match.com to you.
Use of Match.com Profiles. You may not use any profiles or other information regarding Match.com users on the sponsoring Web site or anywhere else for any reason whatsoever. Doing so may result in immediate termination of this Agreement or suspension of your participation in the Affiliate Program.
8. Match.com Policies Apply to All Orders
Every customer who buys a subscription through this program is deemed to be a customer of Match.com. Participant does not have the authority to make or accept any offer on behalf of Match.com. All Match.com policies regarding customer orders, including pricing and problem resolution, will apply to these customers. Match.com is not responsible for any representations made by Participant that contradict Match.com’s policies.
9. Prices and Availability
The price charged for subscriptions sold under this program will be determined by Match.com according to its own pricing policies. Prices may vary from time to time as determined in Match.com's sole discretion. Match.com policies will always determine the price paid by the customer.
10. Prohibited Content
No sponsoring Web site may display any of the following content or engage in any of the following activity: * Sexually explicit material (pornography); * Violent images or messages that promote violence; * Promotion of discrimination based on race, sex, religion, national origin, physical disability, sexual orientation or age; * Promotion of illegal activities; * Promotion or display of defamatory, libelous or harmful material or material that otherwise infringes upon the rights of any third parties; * Content that is inconsistent with Match.com's policies and/or practices; * Spamming of Participant's users who have registered for the Service; or * Any other content or activity that Match.com finds objectionable in its sole discretion.
11. Web Site Service Interruption
Match.com will use commercially reasonable efforts to keep the Match.com Site, the Program Site and the Service operational. However, certain technical difficulties may, from time to time, result in temporary service interruptions. Participant agrees not to hold Match.com liable for any of the consequences of such interruptions.
Participant may not send out any email containing Match.com’s name or branding or any other Match.com Intellectual Property.
In the event that you would like to pursue the opportunity to market the sponsoring Web site by email using Match.com’s name or branding, please contact Match.com as indicated in the Section 18 (Notice) of this Agreement. In the event that you meet certain criteria, and agree to sign an addendum to this Agreement regarding email practices, including, among other things, compliance with the CAN-SPAM Act of 2003, Match.com may permit you to send emails using Match.com’s name and/or branding. However, Match.com reserves the right to reject any such request in its sole discretion.
13. Term of the Agreement
This Agreement shall commence on the day it is entered into by the Participant and shall continue until terminated by Participant or Match.com as provide herein (the “Term”).
Match.com reserves the right to change any of the terms and conditions in this Agreement, at any time and in its sole discretion, by posting a new agreement reflecting such changes on Program Site, such changes to be effective upon posting. Match.com will not be required to provide notice to Participants of changes to the Agreement other than by posting the revised Agreement as described above. Participant may not change or modify this Agreement.
15. Termination of this Agreement;Survival
Either party, acting in its sole discretion, may choose to cancel this Agreement at any time by written notice of cancellation to the other. Such cancellation will be effective 3 days after such notice. Participants should know that Match.com intends to terminate any Participant that generates $0 in Commission Fees during any consecutive 120-day period.
In addition, Match.com may terminate this Agreement immediately upon notice to Participant of Participant’s breach of any provision of this Agreement.
Any provision of this Agreement that expressly states that it shall survive or which, by its nature, must survive the completion, expiration, termination or cancellation of this Agreement, shall survive the completion, expiration, termination or cancellation of this Agreement.
16. Warranty Disclaimer
Match.com makes no warranties, representations or conditions with regard to the Affiliate Program, the Match.com Site, the Program Site or the Service, whether express or implied, arising by law or otherwise, including without limitation any implied warranty of merchantability or fitness for a particular purpose or non-infringement or any implied warranty arising out of course of performance, course of dealing or usage of trade. Further, Match.com expressly disavows any obligation to indemnify Participant or any of its representatives or owners in connection with any lawsuit or other proceeding arising out of any of Participant's users use of the Match.com Site or the Service.
17. Limitation of Damages
Match.com shall have no liability for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under or with respect to this Agreement or the program, even if Match.com has been advised of the possibility of such damages. Further, Match.com's aggregate liability arising under or with respect to this agreement or the program shall in no event exceed the total Commission Fees paid or payable by Linkshare to Participant under this Agreement.
All notices and requests in connection with this Agreement will be given in writing and will be deemed given as of (1) the day they are received if sent either by messenger, delivery service, or the U.S. mail or (2) the date sent if delivered by email or fax, and addressed as follows:
If to Match.com:
Match.com Affiliate Program P.O. Box 940889 Plano, Texas 75094 email@example.com
If to Participant:
To the postal address, email address and/or fax number provided by Participant to Linkshare on the Program Site.
19. Representations and Warranties
Participant represents and warrants that it has the necessary and full rights, power, authority and capabilities to enter into this Agreement and to perform its obligations hereunder and that the execution of and performance of its obligations under this Agreement will not violate the rights of any third party, nor any applicable federal, state and local law or regulation.
Participant shall defend, indemnify and hold harmless Match.com, its parent, subsidiary and affiliated companies and its and their directors, officers, employees, affiliates and agents, against any claim, demand, cause of action, debt or liability, including reasonable attorney's fees, to the extent that (i) it is based upon a breach of Participant's representations, warranties or obligations hereunder; (ii) it arises out of the negligence or willful misconduct of Participant; or (iii) it is based upon Participant's violation of any applicable federal, state or local law or regulation in providing products or services hereunder.
Participant and Match.com are independent contractors and nothing in this agreement is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. Participant shall not assign this Agreement, by operation of law or otherwise, without the prior written consent of Match.com. Subject to the foregoing restriction, this Agreement is binding upon, insures to the benefit of and is enforceable by the parties and their respective successors and assigns.
22. Governing Law; Jurisdiction
This Agreement shall be governed by the laws of the State of Texas without reference to its choice of law principles. Any legal action, suit or proceeding arising out of or relating to this Agreement will be instituted exclusively in a court of competent jurisdiction, state or federal, located in the State of Texas, County of Dallas, and in no other jurisdiction. The parties hereby irrevocably consent to personal jurisdiction and venue in, and agree to service of process authorized by, such courts.
23. Acceptance of Agreement Electronic Signature. This Agreement is an electronic contract that sets out the legally binding terms of your use of the Integrations and your participation in the Affiliate Program. This Agreement may be modified by Match.com from time to time, such modifications to be effective upon posting by Match.com on the Program Site. You indicate your acceptance to the terms and conditions contained or referenced herein by clicking on the "I Accept" button at the end of this Agreement. This action creates an electronic signature that has the same legal force and effect as a handwritten signature. By clicking on the "I Accept" button, you accept this Agreement and agree to the terms, conditions and notices contained or referenced herein.
Electronic Form. When you click on the "I Accept" button at the end of this Agreement, you also consent to have this Agreement provided to you in electronic form. Non-electronic Copy. You have the right to receive this Agreement in non-electronic form. You may request a non-electronic copy of this Agreement either before or after you electronically sign the Agreement. To receive a non-electronic copy of this Agreement, please send an e-mail or letter and self-addressed stamped envelope to Match.com at the address set forth in Section 18 (Notice).
Withdrawing Your Consent. You have the right at any time to withdraw your consent to have this Agreement provided to you in electronic form.
(i) Effect. Should you choose to withdraw your consent to have this Agreement provided to you in electronic form, Match.com will suspend your participation in the Affiliate Program. Match.com will reinstate you in the Affiliate Program only after we receive a signed copy of a non-electronic version of this Agreement, which we will send to you upon request.
(ii) Notice. To withdraw your consent and/or request a non-electronic copy of this Agreement, please send an email or a letter and self-addressed stamped envelope to Match.com at the address set forth in Section 18 (Notice).
(iii) Prospective Nature. Your withdrawal of consent shall be effective within a reasonable time after Match.com receives your withdrawal notice described above. Your withdrawal of consent will not affect the legal validity or enforceability of the Agreement provided to, and electronically signed by, you prior to the effective date of your withdrawal.
Access and Retention. In order to access and retain this electronic Agreement, you must have access to the World Wide Web, either directly or through devices that access Web-based content, and pay any service fees associated with such access. In addition, you must use all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. Please print a copy of this document for your records. To retain an electronic copy of this Agreement, you may save it into any word processing program. Match.com will notify you of any changes in the hardware or software requirements needed to access and/or retain this Agreement that create a material risk that you will not be able to continue to access and/or retain this electronic Agreement.