|Conversion action||Online purchase with processed valid payment|
|Cookie days||60 day(s)|
|Commission type||Percent of Sale|
|Additional terms||Earn a generous 35% from every customer purchase.|
Toogga.com’s Affiliate Agreement
The undersigned ("Affiliate-the operator and owner of
the Internet Web site(s), emails, other segments or spaces on such Web site(s)
and Web-based services described in the Affiliate Application "), by
submitting the Affiliate Application and this Affiliate Agreement (collectively
"Agreement") to Toogga.com (hereafter referred in this contract as Toogga.com),
acknowledges that it wishes to become an Affiliate, and in consideration of Toogga.com
's approving Affiliate's Application, agrees to be bound by the terms and
conditions of this Agreement as well as any specific terms and conditions
required by Toogga.com (as defined below) to participate in their respective
Affiliate Program. Affiliate warrants that all information provided in the
Affiliate Application is true and accurate. Affiliate understands that Toogga.com
has sole discretion over whether to accept or reject Affiliate's Application,
and that this Agreement will not be binding unless Affiliate has been notified
of such acceptance
This Master Agreement ("Affiliate Agreement") is
" Toogga.com " and the "Affiliate"
TERMS AND CONDITIONS
In consideration of the promises set forth below, we agree
1. Offers and Affiliate Agreements.
At any time prior to Affiliate providing a Qualifying Link, Toogga.com
may with or without notice (a) change, suspend or discontinue any aspect of an
Offer or an Affiliate Agreement or (b) remove, alter, or modify any graphic or
banner ad submitted by Toogga.com for an Offer or an Affiliate Agreement.
Affiliate agrees to promptly implement any request from Toogga.com to remove,
alter or modify any graphic or banner ad submitted by Toogga.com that is being
used by Affiliate as part of an Affiliate Agreement.
2. Affiliate's Responsibilities.
2.1. The Affiliate will link its site to areas within Toogga.com’s
site using special URLs specified in the Affiliate Agreement (the
"Required URLs"). Affiliate may post as many links to the Required
URLs and the rest of Toogga.com’s site as it likes on Affiliate's site. The
position, prominence and nature of links on the Affiliate's site shall comply
with any requirements specified in the Affiliate Agreement but otherwise will
be in the discretion of Affiliate.
2.2. Affiliate agrees not to make any representations,
warranties or other statements concerning Toogga.com’s site, any of Toogga.com’s
products or services, or Toogga.com’s site policies, except as expressly
authorized by the Affiliate Agreement.
2.3. Affiliate is responsible for notifying Toogga.com of any
malfunctioning of the Required URLs or other problems with Affiliate's
participation in the Affiliate Agreement. Toogga.com will respond promptly to
all concerns upon notification by Affiliate.
2.4. Affiliate agrees not to bid on or use Toogga.com
trademarked terms on any search engines or other web sites (including, but not
limited to Overture, Google, epilot.com, and Findwhat.com). In addition, upon Toogga.com
request, Affiliate will cease bidding or using other terms used to promote the Toogga.com
3.1. Toogga.com agrees to pay Affiliate the commission
specified in the Affiliate Agreement if Toogga.com sells to a visitor to Toogga.com’s
site (a "Customer") a product or service that is the subject of the
Affiliate Agreement and if that Customer has accessed Toogga.com’s site and
purchased the product or service via a Qualifying Link.
3.2. A "Qualifying Link" is a link from
Affiliate's site to Toogga.com’s using one of the Required URLs or any other
URL provided by Toogga.com it is the last link to the Toogga.com’s site that
the Customer uses during a Session where a sale of a product or a service to
Customer occurs. A "Session" is the period of time beginning from a
Customer's initial contact with Toogga.com’s site via a link from the
Affiliate's site and terminating upon ten days of initial contact, or when the
Customer either returns to the Toogga.com’s site via a link from a site other
than Affiliate's site or the Affiliate Agreement expires or is terminated.
3.3. Toogga.com shall have the sole right and responsibility
for processing all orders made by Customers. Affiliate acknowledges that all
agreements relating to sales to Customers shall be between Toogga.com and the
Customer. Once a transaction takes place between Toogga.com and customer
Affiliate acknowledges that the Toogga.com owns all rights in regards to future
customer contact or relationship.
3.4. All determinations of Qualifying Links and whether a
commission is payable will be made by Toogga.com and will be final and binding
on both Toogga.com and Affiliate. Prices for the products will be set solely by
Toogga.com in its discretion.
4. Ownership and Licenses.
4.1. Each party owns and shall retain all right, title and
interest in its names, logos, trademarks, service marks, trade dress,
copyrights and proprietary technology, including, without limitation, those names,
logos, trademarks, service marks, trade dress, copyrights and proprietary
technology currently used or which may be developed and/or used by it in the
4.2. Toogga.com grants Affiliate a revocable, non-exclusive,
worldwide license to use, reproduce and transmit the name, logos, trademarks,
service marks, trade dress and proprietary technology, as designated in the
Affiliate Agreement, on Affiliate's site solely for the purpose of creating
links from Affiliate's site to Toogga.com’s site during Affiliate Agreements.
Except as expressly set forth in this Agreement or permitted by applicable law,
Affiliate may not copy, distribute, modify, reverse engineer, or create
derivative works from the same. Affiliate may not sublicense, assign or
transfer any such licenses for the use of the same, and any attempt at such
sublicense, assignment or transfer is void.
4.3. Affiliate grants Toogga.com a non-exclusive, worldwide,
royalty-free license to use, reproduce and transmit any graphic or banner ad
submitted by Affiliate solely for co-branding purposes or as a return link from
Toogga.com’s site to Affiliate's site. Toogga.com will remove such graphic or
banner ad upon Affiliate's request.
5.1. Either party may terminate any Affiliate Agreement at
any time by deleting their acceptance of the Affiliate Agreement. Termination
of an Affiliate Agreement shall not terminate this Agreement or any other
5.2. Either party may terminate this Agreement at any time,
for any reason, provided that they provide at least five day's prior written
notice of such termination to the other party. Termination of this Agreement
shall also terminate any outstanding Affiliate Agreements. However, all rights
to payment, causes of action and any provisions which by their terms are
intended to survive termination, shall survive termination of this Agreement.
6.1. Each party represents to the other that (a) it has the
authority to enter into this Agreement and sufficient rights to grant any
licenses granted hereby, and (b) any material which is provided to the other
party and displayed on the other party's site will not (i) infringe on any
third party's copyright, patent, trademark, trade secret or other proprietary
rights or right of publicity or privacy; (ii) violate any applicable law,
statute, ordinance or regulation; (iii) be defamatory or libelous; (iv) be
lewd, pornographic or obscene; (v) violate any laws regarding unfair
competition, anti-discrimination or false advertising; (vi) promote violence or
contain hate speech; or (vii) contain viruses, trojan horses, worms, time
bombs, cancelbots or other similar harmful or deleterious programming routines.
6.2. Except for the above representations neither party
makes any representations or warranties to the other party, including, but not
limited to, any implied warranties of Toogga.com’s ability or fitness for a
7.1. Each party hereby agrees to indemnify, defend and hold
harmless the other party and its affiliates, directors, officers, employees and
agents, from and against any and all liability, claims, losses, damages,
injuries or expenses (including reasonable attorneys' fees) brought by a third
party, arising out of a breach, or alleged breach, of any of its
representations or obligations herein.
7.2. The parties agree that Toogga.com may rely on any data,
notice, instruction or request furnished to Toogga.com which is reasonably
believed by Toogga.com to be genuine and to have been sent or presented by a
person reasonably believed by Toogga.com to be authorized to act on behalf of
one of the parties. In the event of any dispute between the parties, the
parties agree that to the extent the parties contact and involve Toogga.com, Toogga.com
may consult with and use counsel of its own choice in connection with such
dispute and the reasonable fees and disbursements of Toogga.com’s counsel shall
be within the costs and disbursements covered by the indemnity specified in
Section 7.2 above.
8. Limitation of Liability.
8 .1. In no event shall either party be liable to the other
party for any direct, indirect, special, exemplary, consequential or incidental
damages, even if informed of the possibility of such damages
9 .1. Each party shall act as an independent contractor and
shall have no authority to obligate or bind the other in any respect.
9.2. This Agreement has been made in and shall be construed
and enforced in accordance with the laws of the state of Toogga.com’s
headquarters. Any action to enforce this Agreement shall be brought in the
federal or state courts located in that state. If you need to send official
correspondence, send it via registered mail to Toogga.com headquarters to the
attention of Toogga.com's legal department.
9.3. This Agreement may be agreed to in more than one
counterpart, each of which together shall form one and the same instrument. The
parties agree that execution may be achieved in any format convenient to the
9.4. The provisions of this Agreement are independent of and
separable from each other, and no provision shall be affected or rendered
invalid or unenforceable by virtue of the fact that for any reason any other or
others of them may be invalid or unenforceable in whole or in part.
The individual submitting an application for the Toogga.com
Affiliate Agreement, once accepted, certifies that she/he is authorized to act
on behalf of Affiliate and that she/he, on behalf of Affiliate, has read and
accepted the terms, conditions and disclosures associated with this Agreement.