This Marketing Agreement contains the complete terms and conditions that apply to any individual's or entity's participation in the Colosseum Online Inc. Marketing Program. As used in this Agreement, "we" means Colosseum Online Inc. and its operators and "you" means the individual or entity which applied as the ”BENEFICIARY" for payment purposes on our online signup form.
1.1 By linking to Colosseum Online Inc., YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT. Colosseum Online Inc. and its operators will automatically become counter-party to this Agreement.
1.2 IF YOU DO NOT WISH TO ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN YOU MUST NOT LINK TO Colosseum Online Inc.
2.1 "Site" means the Colosseum Online Inc. website located at http://www.colosseum.com and its related pages.
2.2 "Tracker(s)" means the unique tracking URL that we provide exclusively to you, during the term of this Agreement, through which we track your efforts and calculate your Marketing Fees.
2.3 "Banners and Text Links" means the graphical artwork or text that will be directed to our Sites home page at http://www.colosseum.com, through your Tracker, to permit a purchaser to hyperlink from your website to our Site.
2.4 "Purchase(s)" means funds transferred by customer to their Site account.
2.5 "Net Revenue" will mean the sum of Purchases generated on your Tracker(s) based solely on our log files.
2.8 "Marketing Fees" is the percentage of Net Revenue due and payable to you, when your sales reach $150.00 Canadian or more. Based solely on our systems data.
2.9 "Spam" means emails and messages that are sent by you, directly or indirectly, which: 1), contain false or misleading statements; 2), do not truthfully identify the source or the originating IP Address; 3), do not contain an online and real time Remove option; 4), contain falsified header information; 5), do not comply with the United States CAN-SPAM Act if sent to a U.S. recipient; 6), are sent without the permission of the owner of the computer from which they are sent; 7), generate a quantity of complaints which Colosseum Online Inc. at its sole discretion deems to be excessive; 8), generate complaints of e-mail addresses not being removed when requested; 9), are sent to e-mail addresses generated by an automated process which combines names and/or numbers and/or other characters in an attempt to generate valid e-mail addresses; 10), are sent to e-mail addresses collected from the content of third party websites; or 11), are not sent to an Opt-in E-mail Address.
2.10 "Fraud Traffic" means Purchases or traffic generated at the Site through illegal means or in bad faith to defraud the system, regardless of whether or not it actually causes us harm. Fraud Traffic includes but is not limited to Spam, false advertising and unauthorized use of any third party copyrights or trademarks.
2.11 "Opt-in E-mail Address" means an e-mail address that belongs to a recipient who has verified that he or she wishes to receive commercial e-mails of the nature you send from you and the recipient has not requested to stop receiving such e-mails from you.
2.12 "We do not accept accounts from the following countries: Afghanistan, Albania, Armenia, Azerbaijan, Belarus, Bhutan, Bosnia And Herzegovina, Bulgaria, China, Costa Rica, Croatia, Cuba, Estonia, Georgia, Hungary, India, Indonesia, Jordan, Kazakstan, Korea, Kyrgyzstan, Latvia, Lithuania, Malaysia, Republic Of Moldova, Mongolia, Pakistan, Philippines, Poland, Romania, Russian Federation, Singapore, Slovakia, Slovenia, Syria, Taiwan, Tajikistan, Turkmenistan, Ukraine, United Arab Emirates, Uzbekistan, Yugoslavia. "
III. TERMS & CONDITIONS
3.1 Identity and Disclosure. You must provide true and complete information to us at all times; including but not limited to, your identity, contact information, payment instructions, nationality, residency, location of Banners and Text Links and any other information that we may request from time to time.
3.2 Marketing Activities. You will, at your own cost and expense, establish Banners and Text Links to our Sites home page at http://www.colosseum.com . We will provide you the guidelines, graphical artwork and permitted text to use in linking to our home page. To permit accurate tracking, reporting and Marketing Fee accrual, we will provide you with a unique Tracker for your use only. It is your responsibility to test that you have linked up correctly as we are not liable for your failure to link up properly.
3.3 Multiple Trackers. You may have more than one Tracker, just ask us to supply you more trackers by sending an email to firstname.lastname@example.org. If you have activated more than one Tracker by submitting more than one application, then please let us know at email@example.com. so we can consolidate our records and simplify the reports and payments for you.
3.4 Commercial Use Only. This Marketing opportunity is for commercial use only, and you may not make purchases, directly or indirectly, through your Tracker for your own personal use or to fraudulently increase the Marketing Fees payables to you. If you wish to make test transactions to evaluate the system, including Purchases, please contact firstname.lastname@example.org. so we can refund the charges once you have completed your testing. Transactions made in violation of this provision will be forfeited and your account closed. All unpaid transactions of forfeited accounts will also be forfeited and not paid.
3.5 Responsible Marketing. You will be solely responsible for your own websites and for the material appearing on them. You represent and warrant that you will not place Banners or Text Links to us on any website that contains any material which is libellous, unlawful or otherwise unsuitable. Unsuitable sites include but are not limited to websites which target persons under 18 years of age, display child pornography or other illegal acts, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, promote illegal activities and/or violate the intellectual property rights of others.
3.6 Colosseum Online Inc. You will not knowingly or unknowingly benefit from known or suspected Fraud Traffic. Even if you did not knowingly generate the Fraud Traffic, we reserve the right to withhold the amount generated by the Fraud Traffic from your Marketing Fees. IF YOU SEND SPAM, YOUR ACCOUNT WILL BE CLOSED AND YOU WILL NOT BE PAID AND YOU WILL NOT BE ABLE TO ENTER INTO A NEW AGREEMENT WITH US.
3.7 Approved Banners and Text Links. We will make available to you graphic images and text for purposes of linking purchasers from your website to our home page through your Tracker. These pre-approved Banners and Text Links are available at our banner page or from email@example.com. You may NOT modify these graphic images or text, or any other of our images, in any way. All Banners and Text Links MUST BE SERVED UP FROM YOUR OWN WEBSITES and NOT OURS or you will not be paid. You may not issue any press release with respect to this Agreement or your participation in this marketing program without our prior written consent.
3.8 Intellectual Property Rights and License. During the term of this Agreement only, we grant you a terminable, non-exclusive, non-transferable right to use the Banners and Text Links described in Section 3.7 above SOLELY for connecting purchasers to us through your Tracker. You may not take any action that may alter our rights in our marks, render the same or otherwise weaken the validity and good will of our marks.
3.9 Indemnification. You will defend, indemnify and hold us and our officers, directors, employees and representatives harmless from and against any and all liabilities, losses, damages and costs, resulting from or arising from, your breach of this Agreement.
IV. Reports & Payments
4.1 Reports. We will track and report activities as necessary to summarize activity for purposes of calculating your Marketing Fees. The form, content and frequency of the reports may vary from time to time in our sole discretion. Generally, you will be provided with remote, unique-password-protected, online access to the total number and dollar amount of all Purchases, per each of your Tracker(s) on a daily and monthly basis.
4.2 Tracking. When a new purchaser comes to the Site through your Tracker, our system records the purchaser as yours based on a multi-tier tracking system to ensure as close to 100% tracking as possible. The multi-tier tracking is based on cookies, IP time stamping and Java side servlets. In pursuit of state of the art systems, we may at any time change how the tracking is done as we in our sole discretion decide from time to time. Once an account is actually opened, then the account is permanently tagged with your Tracker so that all subsequent activity relating to that account will be credited to you via our database until the account is closed or this Agreement is terminated, whichever occurs first.
4.3 Marketing Fees. You will be paid for your marketing efforts based upon the agreed percentage of Net Revenues generated on your Tracker(s) per every $150.00 Canadian or more.
4.4 Time for Payment. We will pay you with a check, money order, or thru PayPal which will be deducted from your payments. We may in our sole discretion require that payments in excess of $1,000.00 Canadian be wired to your account. ALL MARKETING FEES DUE AND PAYABLE HEREUNDER WILL BE PAID IN CANADIAN DOLLARS ONLY.
4.5 Payment Minimums. You will only be sent a check if the amount due is more than $150.00 Canadian. However, if the Marketing Fees payable to you are less than $100.00 Canadian in any calendar month, then we may hold those fees until the total amount due is more than $150.00 Canadian (or if earlier) until this Agreement is terminated. If the amount due for a particular pay period is negative (chargebacks exceed Purchases) then the negative amount will be carried over into the following pay period. If you have more than one Tracker, then the above payments will be determined on the sum total of your Trackers combined. Colosseum Online Inc. retains the right to pass on any financial costs to your account that we may incur due to fraudulent activity by customers that you get to sign up at the site. All wires are subject to a $35.00 wiring fee.
4.6 We pay on a monthly basis with our months running from the first Monday of the month. You will only be sent a check if your account balance is at least $150.00, otherwise your payment will be carried over from week to week until your account has accrued $150.00. If you choose to receive your payments by wire, the minimum payment is $200. Wires are paid monthly and there is a fee of $35.00.
4.7 Monthly Statement. A monthly statement of how your Marketing Fees were calculated will be sent to you along with your payment. You will have thirty (30) days from receipt of each statement to dispute that statement, which dispute must be submitted to firstname.lastname@example.org in writing with details as to the reason for dispute. Deposit of the amount tendered will be deemed full and final acceptance thereof.
V. TERM AND TERMINATION
5.1 Term and Termination. This Agreement will take effect when you activate a link to our Site and will be continuous unless and until either party notifies the other party, in writing, that it wishes to terminate the Agreement, in which case, the Agreement will terminate immediately. TERMINATION IS AT WILL BY EITHER PARTY. IF YOU SEND SPAM, THIS AGREEMENT IS TERMINATED AND YOU WILL NOT BE PAID AND YOU WILL NOT BE ABLE TO ENTER INTO A NEW AGREEMENT WITH US.
5.2 Effect of Termination. The following will apply upon the effective date of termination:
(a) You will remove all banners and text links to our Site and/or we may disable any or all of your Trackers;
(b) All rights and licenses given to you under this Agreement will terminate immediately;
(c) You will return all confidential information and cease use of any of our trade names, trademarks, service marks, logos, banners and other designations of Colosseum Online Inc.;
(d) If a link remains open or if purchasers obtained through the Tracker are still allowed to use our site and repurchase at our Site this will not constitute a continuation or renewal of this Agreement; and
(e) You will be entitled to only to those unpaid Marketing Fees, if any, earned by you on or prior to the date of termination. You will not be entitled to Marketing Fees with respect to activities made after the termination date. IF YOU SEND SPAM, YOU FORFEIT ANY UNPAID MARKETING FEES.
5.3 Suspension of Trackers. In the event you breach any provision of this Agreement and/or we receive a complaint against a particular Tracker, we may in our sole discretion, disable that particular Tracker, with or without notice, temporarily or permanently. In such cases, it is our sole option to suspend or disable your links on a Tracker by Tracker basis rather than completely terminating this Agreement. The fact that we chose to leave some Trackers open does not entitle you to have all Tracker(s) operational or reactivated, nor does it entitle you to compensation for the disabled Trackers.
6.1 No Warranties. WE DO NOT WARRANT THAT OUR SYSTEM, NETWORK, SOFTWARE OR HARDWARE (OR THAT PROVIDED TO US BY THIRD PARTIES) WILL BE ERROR-FREE OR UNINTERRUPTED. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE QUALITY, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR SUITABILITY OF OUR SYSTEM, NETWORK, SOFTWARE OR HARDWARE (OR THAT PROVIDED TO US BY THIRD PARTIES). WE (OR OUR PROVIDERS OR UNDERLYING VENDORS) ARE NOT REQUIRED TO MAINTAIN REDUNDANT SYSTEM(S), NETWORK, AND SOFTWARE OR HARDWARE.
6.2 Billing and Collection Limitations. We may in our sole discretion, with or without notice, use any available means to block or restrict certain Purchases so as to reduce the number of fraudulent, unprofitable purchases or for any reason whatsoever, including but not limited to daily or monthly purchase limits, address verification or negative and positive credit card databases. We do not guarantee or warrant the success of such fraud prevention efforts.
6.3 Liability Limitations. Our obligations under this Agreement do not constitute personal obligations of the directors, officers, employees or shareholders of Colosseum Online Inc.. Any liability arising under this Agreement will be satisfied solely from the revenues generated hereunder. Our liability is limited to direct damages, and in no event will we be liable for any indirect, special, incidental, consequential or punitive loss, injury or damage of any kind (regardless of whether we have been advised of the possibility of such loss).
VII. INDEPENDENT INVESTIGATION
7.1 Independent Investigation. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF MARKETING OUR SITE AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
7.3 Non Exclusive. YOU UNDERSTANDS THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY), ENTER INTO MAKRETING TERMS WITH OTHER WEBSITES OR MARKETERS ON THE SAME OR DIFFERENT TERMS AS THOSE PROVIDED TO YOU HEREIN AND THAT SUCH OTHER WEBSITES OR MARKETERS MAY BE SIMILAR AND EVEN COMPETE WITH YOU. YOU UNDERSTAND THAT WE MAY RE DIRECT TRAFFIC AND USERS FROM OUR SITE TO ANY OTHER WEBSITE THAT WE DEEM APPROPRIATE IN OUR SOLE DISCRETION, WITHOUT ANY ADDITIONAL COMPENSATION TO YOU.
8.1 Notices. All notices pertaining to this Agreement will be given by email as follows: to us at email@example.com; and, to you at address provided on our online signup form (or as subsequently updated by you to us in the event of change).
8.2 Relationship of Parties. There is no relationship of exclusivity, partnership, joint venture, employment or franchise between you or us under this Agreement. Neither party has the authority to bind the other nor to incur any obligation on the others behalf, except as expressly provided herein. Nothing in this Agreement will be construed to provide any rights, remedies or benefits to any person or entity not a party to this Agreement.
8.3 Assignment. This Agreement and the rights and obligations hereunder may not be assigned by you without our express written consent.
8.4 Entire Agreement. This Agreement embodies the complete agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings or agreements between the parties, written or oral, which may be related to the subject matter hereof. The headings in this Agreement are for convenience only and will have no effect on the construction of this Agreement.
8.5 Modification. We may modify any of the terms of this Agreement at any time, in our sole discretion, by emailing you a change notice or by posting the new Agreement on our Site. Modifications may include, for example, changes in the scope of available Marketing Fees, Marketing Fee percentages, time for payment and marketing rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING POSTING OR NOTICE OF CHANGE WILL BE DEEMED BINDING ACCEPTANCE OF THE MODIFICATION.
8.6 Severability/Waiver. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any provision hereof. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.
8.7 Governing Law. The validity of this Agreement, its construction, interpretation, and enforcement, and the rights of the parties hereto will be determined under, governed by, and construed in accordance with the Federal laws of Canada.
8.8 Arbitration. Any controversy or claim arising out of or relating to this Agreement, or breach of this Agreement, will be settled by binding arbitration, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. There will be one arbitrator, mutually agreeable to the Parties, or if the Parties cannot agree on an arbitrator, then one will be appointed by a court of competent jurisdiction. The losing Party will pay all the expenses of the arbitration, including attorney’s fees.
8.9 Force Majeure. The parties' obligations under this Agreement are subject to and neither party will be liable for, failure to perform, damage, or malfunction of any equipment, or any consequences thereof occasioned by or due to fire, flood, water, the elements, labour disputes, power failures, explosions, governmental actions, unavailability of transportation, acts or omission of third-parties, or any other causes beyond the party's reasonable control.
IN WITNESS WHEREOF, you expressly agree to the terms and conditions of this Agreement by activating your Tracker to our Site.
ANY QUESTIONS REGARDING THIS AGREEMENT SHOULD BE DIRECTED TO firstname.lastname@example.org