Affiliates

Affiliate Program Operating Agreement This Affiliate Program Operating Agreement (the "Agreement") is made and entered into by and between AdUncle ("AdUncle" or "we"), and you, ("you" or "Affiliate") the party submitting an application to become a AdUncle affiliate). The terms and conditions contained in this Agreement apply to your participation with AdUncle ("Affiliate Program"). Each Affiliate Program offer (an "Offer") may be for any offering by AdUncle or a third party (each such third party a "Client") and may link to a specific web site for that particular Offer ("Program Web Site"). Furthermore, each Offer may have additional terms and conditions on pages within the Affiliate Program and are incorporated as part of this Agreement. By submitting an application or participating in an Offer, you expressly consent to all the terms and conditions of this Agreement.
1.     Enrollment in the Affiliate Program
You must submit an Affiliate Program application from our website. You must accurately complete the application to become an affiliate (and provide us with future updates) and not use any aliases or other means to mask your true identity or contact information. After we review your application, we will notify you of your acceptance or rejection to the Affiliate Program, generally within two (2) business days. We may accept or reject your application at our sole discretion for any reason.
2.     Obligations of the Parties
Subject to our acceptance of you as an affiliate and your continued compliance with the terms and conditions of this Agreement, AdUncle agrees as follows:
I.We will make available to you via the Affiliate Program graphic and textual links to the Program Web Site and/or other creative materials (collectively, the "Links") which you may display on web sites owned or controlled by you, in emails sent by you and clearly identified as coming from you and in online advertisements (collectively, "Media"). The Links will serve to identify you as a member of our Affiliate Program and will establish a link from your Media to the Program Web Site.
II. We will pay Affiliate for each Qualified Action (the "Commission"). A "Qualified Action" means an individual person who (i) accesses the Program Web Site via the Link, where the Link is the last link to 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 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 AdUncle and (v) is not later determined by AdUncle to be fraudulent, incomplete, unqualified or a duplicate.
 III.  We will pay you any Commissions earned monthly, provided that your account is currently greater than $100. Accounts with a balance of less than $100 will roll over to the next month, and will continue to roll over monthly until $100 is reached. We reserve the right to charge back to your account any previously paid Qualified Actions that are later determined to have not met the requirements to be a Qualified Action.
IV. Payment for Commissions is dependent upon Clients providing such funds to AdUncle, and therefore, you agree that AdUncle shall only be liable to you for Commissions to the extent that AdUncle has received such funds from the Clients. You hereby release AdUncle from any claim for Commissions if AdUncle has not received such funds from the Clients.
 V. AdUncle 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 AdUncle in its sole discretion. In the event that Affiliate disputes in good faith any portion of an invoice, Affiliate must submit that dispute to AdUncle 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 based upon that invoice. In the event that Affiliate is also tracking Qualified Actions and Affiliate claims a discrepancy, Affiliate must provide AdUncle with Affiliate's reports within three (3) days after 30th day of the calendar month, and if AdUncle's and Affiliate's reported statistics vary by more than 10% and AdUncle reasonably determines that Affiliate has used generally accepted industry methods to track Qualified Actions, then AdUncle 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 AdUncle's numbers shall govern.
VI.  If Affiliate has an outstanding balance due to AdUncle under this Agreement or any other agreement between the Affiliate and AdUncle, whether or not related to the Affiliate Program, Affiliate agrees that AdUncle may offset any such amounts due to AdUncle from amounts payable to Affiliate under this Agreement.
VII.Have sole responsibility for the development, operation, and maintenance of, and all content on or linked to, your Media.
VIII. Ensure that all materials posted on your Media or otherwise used in connection with the Affiliate Program (i) are not illegal, (ii) do not infringe upon the intellectual property or personal rights of any third party and (iii) do not 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), contains profanity or otherwise contains materials that AdUncle informs you that it considers objectionable (collectively, "Objectionable Content").
IX. Not make any representations, warranties or other statements concerning AdUncle or Client or any of their respective products or services, except as expressly authorized herein.
X.  Make sure that your Media does not copy or resemble the look and feel of the Program Web Site or create the impression that your Media is endorsed by AdUncle or Clients or a part of the Program Web Site, without prior written permission from us.
XI. Comply with all (i) obligations, requirements and restrictions under this Agreement and (ii) laws, rules and regulations as they relate to your business, your Media or your use of the Links.
XII.  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.
XIII.  Always prominently post and make available to end-users, including prior to the collection of any personally identifiable information, a privacy policy in compliance with all applicable laws that clearly and thoroughly discloses all information collection, use and sharing practices, including providing for the collection of such personally identifiable information in connection with the Affiliate Program and the provision of such personally identifiable information to AdUncle and Clients for use as intended by AdUncle and Clients.
XIV.  Always prominently post and make available to end-users any terms and conditions in connection with the Offer set forth by AdUncle or Client, or as required by applicable laws regarding such Offers.
XV.  Make sure to not place AdUncle ads on any online auction platform (i.e. eBay, Amazon, etc).