The following terms are a binding agreement (the "Service Agreement") between you ("you," and/or "Affiliate,") and the operators of the Website ("we," and/or the "Website") with respect to your participation in the Affiliate Service ("Affiliate Service").
a. Acceptance of Terms: By becoming an Affiliate of the Website, you affirm that you have read, understand, and accept this Service Agreement, and agree to be bound by its terms and conditions. You will not be permitted to become an Affiliate unless you accept each and every term and condition contained herein. The Service Agreement will be fully enforceable and effective as of the date you signify your consent to its terms and conditions, or on the date you become an Affiliate, and will remain in effect until either party terminates the Service Agreement in accordance with the provisions set forth herein.
b. Revision of Terms: The Website may, at its sole discretion and at any time, revise the terms and conditions of this Service Agreement. The Website will provide notice of any such changes to the Service Agreement by submitting a notice to the email address you provided in the process of becoming an Affiliate. The Website may also post the revised Service Agreement on the Website, and provide you with an electronic notification that it has been altered. In whatever case, if you continue to behave as an Affiliate after receiving notice of such cases, you are signifying that you have reviewed the revised terms, and agree to be bound by such revisions, and the revisions shall enter into force 48 hours after the Website provides notice of the changes, unless the Website provides otherwise.
If you do not wish to be bound by the revised Service Agreement, you must cease operation as an Affiliate immediately, and cease all use of any materials or services provided to you by the Website in your capacity as an Affiliate (you may, however, continue to use the Website in your private capacity as an individual, unless prohibited otherwise).
c. Requirements: In order to participate in the Affiliate Service, you must meet the following conditions:
i. You must be at least eighteen (18) years of age, or the age of majority in the jurisdiction in which you reside, operate, or interact with the Website is, whichever is greater. In the case of corporations, or any other legal entity, each of the shareholders, partners, and directors must be at least eighteen (18) years of age, the applicable age of majority, in order for the corporation or legal entity to act as an Affiliate. The Website retains the right and authority to cancel the account of any Affiliate found to be in violation of this Section 1(c) of the Service Agreement, and all monies due to such violating Affiliates will be forfeited as partial damages for violation of the terms and conditions of the Service Agreement.
ii. You must be the owner of the Affiliate website, or have authority to enter into contracts on behalf of the person or entity that owns the rights to the Affiliate website, in order to become an Affiliate and participate in the Affiliate Service. By becoming an Affiliate, you represent that you are the owner of the Affiliate website, or have authority to enter into contracts on behalf of the person or entity that owns the rights to the Affiliate website.
iii. You have read the terms of this Service Agreement, and agree to be bound by those terms.
iv. The information you provide at the time of your registration with the Affiliate Service as an Affiliate, or your activities as an Affiliate begin, whichever is sooner, is true and complete.
v. You have never been previously disqualified from the Affiliate Service.
vi. You agree to communicate with the Website in a courteous and polite manner.
vii. You agree to regularly and continuously engage in activities related to your capacity as an Affiliate following your registration with the Affiliate Service.
viii. You agree not to violate the copyright or intellectual property rights of the Website.
d. License: The Website grants you a revocable, non-exclusive, worldwide, royalty-free license to use, reproduce and transmit the materials provided to you by the Website within the scope of the Affiliate Service, via the internet, exclusively for the purpose of providing internet traffic to the Website. The license includes the right to use the Website name and trademark, and any other materials provided by the Website for your use within the scope of the Affiliate Service, so long as your use stays in strict compliance with the terms and conditions of this Service Agreement. Any breach of this Service Agreement shall give the Website the right to terminate this license, and revoke your Affiliate status without notice, as well as to take any other actions permitted by the terms and conditions of this Service Agreement.
e. Relationship Between the Parties: No element of this Service Agreement creates, nor shall be construed as creating, a partnership, joint venture, agency, or franchise, or any partnership, sales representative, or employment relationship between the parties. The Affiliate has no right to make or accept any offers or representations to the Website on the Website's behalf. You will not make any statement, on your website or otherwise, that contradicts or could reasonably be construed as contradicting any of the provisions in this Section 1 of the Service Agreement. The Website expressly disclaims any responsibility for any conduct on your part that is inconsistent with the terms and conditions of this Service Agreement.
f. Refusal of Affiliate Status: The Website may, at its sole discretion, deny participation in this Affiliate Service to any party the Website deems inappropriate for the Website. The Website is under no obligation to disclose to any party denied status as an Affiliate the reasons for such denial, and the Website retains sole authority in determining what may disqualify a party from participating in the Affiliate Service.
g. Responsibility for Posted Information: Affiliate shall bear all responsibility for any information it posts on its own website, and the Website shall bear no responsibility for any content or information found therein.
h. Management of Affiliate IDs and Passwords: Affiliate shall ensure that the passwords and IDs issued by the Website to Affiliate for the purposes of this Affiliate Service are not disclosed or provided to third parties. Neither shall the Website provide any such passwords or IDs to any third parties. However, in the event Affiliate loses the information at issue in this Section 1(h), the Website may provide the Affiliate with the lost ID or password, so long as the Website is able to confirm the identity of the Affiliate.
i. Multiple Counts: Repeat counts of new customer registrations on the Website through repeat registrations shall be invalidated. In the event such repeat counts result in a change in the recorded number of registrations, the Website shall provide Affiliate with a notification of such change.
j. Restoration Fees: The Website, may, at our sole discretion, change the restoration fees associated with revenues owed to Affiliates at any time. The Website shall, however, provide Affiliate with a notification of such changes prior to such changes being made.
k. Determination of Standards: The Website retains sole discretion over what standards we use to determine whether or not a potential Affiliate may participate in the Affiliate Service, or what conduct will constitute Prohibited Conduct as described below. As a general matter, the standards used by the Website to make such determinations will not be disclosed to anyone. Affiliate shall have no right to issue any complaint regarding the standards discussed in this Section 1(k).
l. Amendment of Affiliate Service Agreement and Terms: The Website shall retain the ability to amend the Affiliate Service Agreements and its terms at the Website’s sole discretion. Regardless of how the Service Agreement or its terms are modified, the modified version(s) shall apply to all relationships that exist between the Website and Affiliate with respect to this Affiliate Service.
m. Termination of Affiliate Service: The Website retains the right to unilaterally terminate Affiliate’s registration with and participation in the Affiliate Service, provided the Website issues notice of such termination at least two (2) weeks prior to the termination date.
n. Effective Date: This Service Agreement shall be valid as between the Website and Affiliate on the date that the Website accepts Affiliate’s registration as an Affiliate under the Affiliate Service.
o. Notice By Email: Affiliate agrees to accept notifications issued by the Website via email.
p. Complete Disassociation From Anti-Social Groups: Affiliate warrants that it is not a gang, a member of a gang, or any other related organization as defined by Article 2, Section 2 of the “Act on Prevention of Unjust Acts by Organized Crime Group Members” (“Anti-Soc Groups”), that it will not employ the services of Anti-Soc Groups, that no member of an Anti-Soc Group has the authority to make financial or business related decisions for Affiliate, and that Affiliate neither directs, cooperates with, or supports the operation or management of an Anti-Soc Group. Affiliate further warrants that it is not in receipt of, and will not receive, any illegal revenues or kickbacks as defined by 42 USC § 1320(a-7b) (the “Foreign Corrupt Practices Act”).
q. No Transfer of Rights: Affiliate may not, without prior, written approval of the Website, transfer or assign either the entirety, or a portion of, Affiliate’s rights and obligations under this Service Agreement.
Affiliates shall receive payments from the Website on a commission basis, based on how many users register with the Website due to advertisements run by Affiliates on their websites.
a. Calculation Period: The Calculation Period refers to the timeframe starting from when proceeds arise to the date the Affiliate requests payment. Each Calculation Period shall continue until the next date on which Affiliate requests payment.
b. Identification of Proceeds: The Affiliate Service uses cookies in order to identify what proceeds a particular Affiliate is owed.
c. Termination of Continuous Revenues: In the event new revenues do not arise for six (6) continuous months, the Website shall assume this to mean that the Affiliate's activities under this Service Agreement have ceased, and terminate any continuous payment that may have been made to the Affiliate.
d. Wiring Fees: Each time the Website submits payment to the Affiliate, wiring fee in the amount of 2000 Yen shall be withdrawn from the payment amount.
e. Minimum Payment: Regardless of when the Affiliate submits a request for payment, payment shall not be submitted to the Affiliate, until the payment owed to Affiliate reaches at least 10,000 Yen. Once the payment owed reaches 10,000 Yen, the payment shall be submitted immediately, assuming the Affiliate has submitted a request for payment.
f. Request for Payment: Each Affiliate shall submit their request for payment using the Payment Request System provided on the Affiliate's member page on the Website.
g. Payment Date: The Website shall consider the date upon which the request for payment was received as the closing date for the most recent payment period, and will provide the required payment to the Affiliate by the 25th of the month subsequent to the month in which the request for payment was received (is the 25th day of such subsequent month is a day during which the banks do not operate, then the payment shall be made on the next business day).
h. Conversion: After any wiring fees required in the funds transfer process have been deducted from the payment owed to Affiliate, the remaining amount shall be converted to US Dollars, using the rate of conversion made available on the actual date of transfer, and then paid to Affiliate.
i. Taxes: Any and all taxes that may arise as a result of the payment to Affiliate discussed in this Section shall be borne by Affiliate, and Affiliate shall personally register receipt of such revenues to the appropriate tax authority. The Website shall have no tax-related obligations relating to any payments made to Affiliate.
j. Protection of Information: The Website will not disclose the financial information shared by Affiliates to any third parties, and will use a variety of security measures to protect the financial data provided. However, Affiliates understand that they provide such information at their own risk, and that the Website will bear no responsibility for the loss of any such data caused by malicious third parties. Affiliates also acknowledge that the Website may disclose such information as required by law, as necessary for the protection of its own interest, or as necessary for the protection of others with whom the Website may have dealings.
k. Accuracy of Information: The Affiliate represents that the information provided to the Website is complete and accurate, and understands that the Website bears no responsibility for any payments that cannot be transferred to the Affiliate due to inaccurate payment information, or for any other technical or other problems with the chosen payment provider’s system.
l. Credit Card Chargeback: In the event a potential user directed to the Website by Affiliate uses a credit card to pay for their registration fees with the Website, and the credit card company issues a chargeback demand to the Website for such payment, the chargeback shall be withdrawn from the revenues earned by Affiliate for the referral of the delinquent potential user, and the Website may deduct such chargeback from Affiliate’s earnings at any point after the demand is issued by the credit card company. However, in the event the chargeback amount exceeds the revenues earned by Affiliate, the Website shall not seek payment from Affiliate for the excess amount.
m. Improper Credit Card Use: In the event a potential user directed to the Website by Affiliate illicitly utilizes fraudulent credit card information, the fees necessary to settle such fraudulent payments shall be deducted from the revenues earned by Affiliate with respect to the fraudulent user at issue. If Affiliate is responsible for the illicit credit card use, Affiliate shall forfeit any right they have to receive revenue from the Website under this Affiliate Service Agreement.
This Section reflects the Websites “Prohibited Affiliate Conduct Policy”. Affiliate’s found guilty of committing any of the following prohibited acts will be subject to forfeiture of any commission that may have arisen as a result of such prohibited conduct, as well as to potential civil liability for damages the Website might suffer as a result of such prohibited conduct.
a. Multiple Accounts: Affiliates are prohibited from opening and maintaining multiple accounts with the Website in order to unduly take advantage of the bonuses offered by the Website for account openings based on referrals by Affiliates or users.
b. Improperly Directing Traffic: Affiliates will not force, entreat, or solicit individuals to click links leading from their own sites to the Website, neither shall they phrase descriptions of links, or the links themselves, to the Website in ways that deceive or mislead any users into clicking the link against their will or better judgment. Any other form of improper direction of traffic on the part of Affiliates is expressly prohibited, and the Website retains sole discretion over what constitutes “improper direction of traffic”.
c. Direct Links: Affiliate will not, without the Website’s prior, written permission, place any direct links of any kind to any other website on the Website. Affiliates are also prohibited from engaging in any kind of conduct or behavior that would put an undue strain on the Website’s servers, and the Website retains sole discretion over what constitutes “undue strain on the Website’s servers”.
d. Sample IDs: Affiliates are permitted to use Sample IDs to obtain media from the Website for the sole purpose of bolstering Affiliate’s advertisement of the Website, or to help direct sales-related traffic to the Website. If Affiliate is deemed to be using Sample IDs for purposes outside of what is permitted in this Section, Affiliate may no longer use the Sample ID. The Website retains sole discretion over what constitutes usage “outside of what is permitted in this Section”.
e. Advertising for Websites in Violation of Copyright: Affiliates are prohibited from engaging in advertising activity for any websites (“Violator Websites”) that utilize media found on the Website without the requisite permissions relating to copyright and intellectual property. In the event Affiliate is found to be in violation of this Section 3(e), Affiliate shall be provided with a warning from the Website about such violation, and Affiliate must promptly remove any advertising for Violator Websites. Should Affiliate fail to promptly remove the advertising, or if the Website determines that the Affiliate acted in bad faith when placing the advertising on Affiliate’s website, the Website may prohibit Affiliate from participating in the Affiliate Service. Affiliate shall be liable for any and all damages that may arise as a result of any advertising for Violator Websites, and shall indemnify the Website for any and all such damages. The Website shall retain sole discretion over what constitutes “advertising for Violator Websites”.
f. Harassment of Other Affiliates: Affiliates shall not engage in conduct that is harassing or violates that rights of any other Affiliates. In particular, no Affiliate may:
i. Utilize the content of other Affiliates without the requisite permissions, such as images, videos, comments and reviews;
ii. Develop websites that clearly and unmistakably mimics and copies the websites of other Affiliates;
iii. Defame other Affiliates using web forums, email, or any other method readily visible to third parties;
iv. Spam the websites of other Affiliates, or submit comments designed exclusively to provide users of those websites with links to other websites, whether controlled by Affiliate or not;
v. Engage in conduct that puts an undue amount of strain on the servers of other Affiliates’ websites; or
vi. Engage in any other conduct or behavior that the Website considers to be unfair or inappropriate with respect to the business of other Affiliates.
g. Improper Revenues: Affiliates are prohibited from obtaining revenues in the following ways:
i. Conspiring with third parties to create the appearance that Affiliate would be entitled to payment from the Website where they would not otherwise;
ii. Any clicks, orders, registrations, and other related activities performed for any purpose other than advertisement purposes, or any other purpose of this Affiliate Service;
iii. Forcing downloads of cookies for the purpose of enabling revenues;
iv. Triggering revenues by clicking links the Affiliate installed on their own, unless previously approved by the Website in writing; or
v. Any other method that the Website deems to be unfair, improper or illegitimate given the purposes of this Affiliate Service.
h. Other Prohibited Conduct: The following forms of conduct are also prohibited:
i. Using the Website’s name or content to create links to websites that have nothing whatsoever to do with the Website, or to direct users that have visited the Website to other sites that have nothing whatsoever to do with the Website;
ii. Uploading viruses or other malicious programming to the Website;
iii. Spamming, or otherwise engaging in nuisance behavior against third parties;
iv. Violating the good name and privacy of the Website, or any third party;
v. Defaming the Website or any third party;
vi. Posting media depicting, or links to media depicting, child pornography or child abuse;
vii. Posting media that is fraudulent, potentially criminal, or may induce others to commit crimes;
viii. Providing added value, privileges, or other perks in order to entice users into joining up with the Website, unless the Website gives the Affiliate prior, written permission to do so;
ix. Engaging in conduct on third party websites for the purpose of directing user traffic to the Website, or SEO purposes, in a manner that violates the terms of service of any such third-party websites;
x. Any other activities that the Website deems to be improper or inappropriate given the purposes of this Affiliate Service.
a. Indemnification of the Website: Affiliate agrees to indemnify the Website against any and all damages that may befall a third party as a result of Affiliate’s use of the Affiliate Service, and that Affiliate shall resolve any and all such claims made by any third parties, whether such claim is leveled against the Website or Affiliate.
b. No Indemnification of Affiliate: Under no circumstances shall the Website be liable for any damages experienced by Affiliate through use of the Affiliate Service, regardless of whether or not Affiliate’s use of Affiliate Service was a proximate or direct cause of the damages at issue.
a. Governing Law: The terms of this Service Agreement, and the relationship between Affiliate and the Website shall be governed by the laws of California, without regard to conflict of law rules. The Superior Court of San Francisco shall be the court of 1st resort with respect to any legal disputes that may arise between Affiliate and the Website regarding this Service Agreement.
b. Governing Language: Should this Service Agreement be translated into multiple different languages, in the event discrepancies between versions arise due to errors or misunderstandings in translation, the English version of the Service Agreement shall predominate over all other versions.
c. Interpretation: In the event discrepancies arise between Affiliate and the Website regarding the interpretation of this Service Agreement, both parties agree to meet and confer in good faith in order to settle the discrepancy.
d. Governing Time: All timeframes and deadlines under this Service Agreement shall be calculated according to the time of the East Coast Time Zone of the United States.
e. Arbitration: In the event a lawsuit is instigated in relation to this Service Agreement, any and all such lawsuits shall undergo arbitration with the San Francisco County Superior Court, and both parties agree to be bound thereby. Said arbitration shall be conducted in accordance with the regulations put forth by the American Arbitration Association. There shall be a total of three (3) arbitrators, and the parties shall select one (1) arbitrator each. The remaining arbitrator shall be selected by the two (2) arbitrators already appointed by the parties.
f. Notice: All notices between the parties under this Service Agreement shall be provided via email.
g. Severability: If any of the provisions of this Service Agreement are held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Service Agreement will continue in full force and effect.