The following offer for for You to participate in the Program is subject to all the terms, conditions, limitations and waivers below. This Agreement contains the complete terms and conditions which apply to Your participation in the Program. You acknowledge and agree by participating in the Program, You will be bound by all the terms and conditions in this Agreement.
THIS IS A LEGAL AGREEMENT BETWEEN COMPANY AND APPLICANT. BY SUBMITTING AN APPLICATION FOR ENROLLMENT IN THE PROGRAM You AFFIRM You HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS SET FORTH HEREIN AND ARE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AFFILIATE PROGRAM AGREEMENT AND YOUR AGREEMENT TO BE BOUND BY THE TERMS HEREOF. You CANNOT BECOME A MEMBER OF THE AFFILIATE PROGRAM UNLESS You HAVE ACCEPTED EACH AND EVERY TERM HEREOF.
1. Enrollment. In order to enroll in the Program You must:
1.1 Submit a completed application through Our website Metro Money.
1.2 Be over the age of eighteen (18) years, or over the age of majority if You reside and/or conduct business in states, provinces or countries where the age of majority is greater than eighteen (18) years. You may not participate in the Program in any way if You are not of the age of majority in the state, province, territory or country where You reside and/or conduct business.
1.3 Live in a country, province, territory or other region allowed to enroll in the Program. We reserve the right to allow or deny enrollment to the Program in Our sole discretion, at any time. The following is a list of countries that MAY be automatically denied enrollment or have accounts terminated without notice, this list may be modified by Company at any time: Afghanistan, Albania, Armenia, Azerbaijan, Belarus, Brazil, Bulgaria, China, Costa Rica, Croatia, Cuba, Czech Republic, Estonia, Georgia, Hungary, India, Indonesia, Iran, Iraq, Israel, Japan, Jordan, Kaliningrad, Kazakhstan, Korea, Kuwait, Kyrgyzstan, Latvia, Lebanon, Lithuania, Malaysia, Moldova, North Korea, Oman, Pakistan, Qatar, Philippines, Romania, Russia, Saudi Arabia, Singapore, Slovakia, Slovenia, Sudan, Syria, Taiwan, Tajikistan, Thailand, Turkey, Turkmenistan, Ukraine, United Arab Emirates, Uzbekistan, Yemen, and Yugoslavia.
You will be notified of Your acceptance or rejection via email. We may reject Your application or terminate Your account at any time if, in Our sole discretion, We determine Your website(s) are unsuitable for the Program for any reason. Our reasons may include, but are not limited to, a belief Your website(s) incorporate images or content which is unlawful, defamatory, obscene, harassing or otherwise objectionable. We may also reject Your application or terminate Your account at any time if, in Our sole discretion, We believe Your website(s) facilitate illegal activity, promote violence or promote or assist others in promoting copyright infringement, You are from a country listed in 1.3 above or if You provide incomplete and/or inaccurate information on Your submitted application.
2. Commissions. For each user You direct to a website(s) in the Program who becomes a subscriber or makes a purchase, and who has been tracked and verified by Company as a Referral (see below) to one of the Program website(s) from Your website(s), You will receive a Commission as set forth in the payout details.
2.1. A Referral from Your website(s) which entitles You to a Commission shall be defined herein as follows:
(a) An Internet User (hereinafter “User” or “Visitor”) who has been directed by You to one or more of the Program website(s) through the use of a hyperlink banner ad residing on Your website(s) or some other form of promotional link that automatically connects the user to one or more of the Program website(s); and,
(b) A User who, after having been directed to one or more of the Program website(s) through the use of a hyperlink banner ad residing on Your website(s) or other form of promotional link, has been converted into a subscriber to one or more of the Program website(s); and/or,
(c) A User who, after having been directed to one or more of the Program website(s) through the use of a hyperlink banner ad residing on Your website(s) or other form of promotional link, purchases goods or services from the operator of such sites.
2.2 You acknowledge and agree You shall not be entitled to a Commission for any subscriber who You referred to one or more of the Program website(s) in violation of the terms of this Agreement, or for any subscriber who does not fall within the terms of Paragraphs 2.1 (a - c). All Commissions due and payable hereunder shall be payable in United States Dollars and shall survive termination of this Agreement.
Payout Details.
1. Commissions: As a participating member in the Program You may have different forms of Commissions available to You: (a) payout based on sign ups; (b) payout based on cross sales; (c) payout based on webmaster referral; (d) payout based on partnership. Higher payout's will be considered on request by You and will be approved by Us on a case by case basis. Commissions may me adjusted by the Us at our discretion at any time and without notification. Adjustments are based on performance of traffic on a case by case basis and may reflect an increase or decrease in Your commissions.
CURRENTLY WE ONLY OFFER PAYOUT AND PARTNERSHIP BASED ON SIGNUPS. NEW PROGRAMS WILL BE OFFERED FROM TIME TO TIME.
(a) Per sign up. We will pay You a commission equal to $22.50-$42.50 per sign up on Our website(s) coming from Your Links.
(b) Cross Sales. We will pay You a commission equal to $5-$15 per cross sales sign up coming from Your Links.
(c) Webmaster Referrals. We will pay You a commission equal to %10 per referred sign up coming from Your referred webmasters links.
(d) Per Sign Up Console Free. We will pay You a commission equal to $20-$40 per sign up on free sites and $20-$35 per sign up on trial sites coming from Your Links.
(e) Revenue Share. We will pay You a commission equal to 50%-70% per sign up coming from Your Links on every sign up as long as the member remains active.
(d) Webmaster Sign up Bonus. We will pay You a one time commission equal to $50 after signing up to Our program. The bonus will be paid after You send seven (7) joins to any of Our website(s) within one (1) pay period.
(e) Webmaster Referral Bonus. We will pay You a one time commission equal to $50 per referred webmaster sign up coming from Your referral webmasters link(s). The bonus will be paid after the referred webmaster sends seven (7) joins to any of Our website(s) within one (1)pay period.
2. Payout's: Commission rates are subject to change from time to time, without notice upon posting on Our site. A Commission will only be paid if the Visitor to an approved Program website(s) can be tracked by the system from the time of the click on Your Link to the time of the sale. No Commission will be paid if the Visitor's payment to the Program cannot be tracked directly to Your site by Our system or if full payment for services is not made by the Visitor
(a) Company reserves the right, in its sole and exclusive discretion, to alter or modify the Program at any time including the method and terms of all payment benefits to You. Any changes posted to the Payout Details shall be binding upon all affiliates, including You, immediately upon posting the changes. It shall be Your sole obligation to check the Payout Details to determine if there have been any changes in the Program.
3. Time and Method of Payment. Commissions due and owing to You under the Program will be paid to You directly by Company on a bi-weekly basis for sales made during the prior pay period.
3.1 Affiliates located in North America (US or Canada) are paid every two weeks for the prior two week's activity. If Commissions earned in a pay period are less than $100 they will be rolled over into subsequent payment periods until at least $100 is reached, at which time You will receive payment.
3.2 Affiliates who are not located in North America (i.e., non-US or Canada) are paid once per month for the preceding month’s activity. Affiliates outside of North America must earn a minimum of $100. If Affiliates outside of North America do not make the $100 minimum, Commissions will be rolled over into subsequent payment periods until at least $100 is reached, at which time You will receive payment.
3.3 Payments will be in the form of a check, bank wire, or Epassporte in US dollars payable to You, as identified in Your application, and will be mailed via regular mail to the street address indicated in Your application (We will not mail to P.O. Boxes). You may request and receive payment via bank wire transfer if You pay the costs associated with the wire. Payment via wire is available only for payments of $1000 or more. You may request and receive payment via epassporte if You pay the costs associated with the transfer. You may request and receive payment via Fedex if You pay the costs associated with the service. If You dispute the manner or amount of calculation of Your Commissions with regard to any given payment period, You must inform Company in writing within thirty (30) days of the disputed payment, otherwise You are deemed to have waived Your right to challenge the payment calculation.
4. Promoting Our Website(s). You may use any form of promotion You choose, consistent with the terms of this Agreement. You may use banner advertisements, button links and/or text links (collectively hereafter the "Links") to approved website(s) within the Program. Allowable promotional Links may contain Company’s trade names, service marks, and/or logos for display on Your Affiliate Site. You may use the banners and buttons provided by Company and available for download on this site or You may design Your own graphical advertisement using Our linking code. Text links can be of your own discretion and uniqueness provided they comply with the requirements of this Agreement.
4.1 Subject to the terms and conditions hereof, You are granted a limited, non-exclusive, non-transferable and revocable license to access and download such Links and other designated promotional materials for placement on Your website(s) for the sole and exclusive purpose of advertising, marketing or promoting Program website(s) owned, operated or controlled by Company. In utilizing the Links, You agree to cooperate fully with Us in establishing and maintaining such Link or Links. The license granted in this paragraph shall automatically and immediately cease upon the termination of this Agreement.
NOTE: WE HAVE ZERO TOLERANCE FOR SPAMMING. IF YOU SPAM, YOUR PARTICIPATION IN THE PROGRAM WILL BE TERMINATED, YOU WILL BE BARRED FROM FUTURE PARTICIPATION IN THE PROGRAM AND ALL FUNDS OTHERWISE DUE TO YOU WILL BE FORFEITED TO THE COMPANY.
4.2 You may not promote Metro Money through the transmission of individual and/or bulk email. Accordingly, you shall not use or cause to be used any email or smtp systems to promote Metro Money or its affiliates. THE USE OF UNSOLICITED BULK EMAILS OR SPAM TO PROMOTE Our WEBSITE(S) IS STRICTLY FORBIDDEN. NO BULK EMAILING OF ANY KIND ARE PERMITTED. THIS ALSO APPLIES TO DOUBLE OPT-IN EMAILS .
4.3 Notwithstanding your covenant with respect to not sending email traffic, any email traffic which gets sent, accidentally or otherwise, in contravention of your covenant to not send email Traffic, must comply with all provisions of the CAN SPAM Act of 2003 and in particular, if your email contains sexually oriented material, you must use such labels or notices in your emails as are prescribed by the Federal Trade Commission pursuant to the CAN-SPAM Act of 2003. Failure to strictly comply with one or more of these provisions will result in the immediate termination of your account and the forfeiture of all unpaid monies earned hereunder. You shall also comply with the final rule issued by the United States Congress (the "Final FTC Rule") in connection with the CAN-SPAM Act of 2003. The requirement for compliance with the CAN-SPAM Act of 2003 and the Final FTC Rule does not permit, condone, or ratify any email Traffic.
5. Your Website(s). You are solely responsible for the development, operation and maintenance of Your website(s) and for all materials appearing on Your website(s). We shall have no responsibility for the development, operation and maintenance of Your website(s) or for any materials appearing on Your website(s) or connected with Your website(s). You shall also be responsible for ensuring any materials posted on Your website(s) do not violate or infringe upon any laws including, but not limited to, 18 U.S.C. Section 2257 or similar laws in other jurisdictions around the world, or the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights). You are further responsible that materials posted on Your website(s) are not libelous or otherwise illegal (including depictions of actual, implied or simulated bestiality, rape, incest, child pornography, or any other content deemed inappropriate or illegal).
NOTE: WE HAVE ZERO TOLERANCE FOR CHILD PORNOGRAPHY AND INFRINGEMENT ON INTELLECTUAL PROPERTY RIGHTS. IF WE DETERMINE YOU HAVE VIOLATED THE COMPANY'S ZERO TOLERANCE POLICY AGAINST CHILD PORNOGRAPHY OR INFRINGEMENT ON INTELLECTUAL PROPERTY RIGHTS, YOUR MEMBERSHIP IN THE PROGRAM WILL BE TERMINATED WITHOUT WARNING AND ALL FUNDS OTHERWISE DUE TO YOU WILL BE FORFEITED TO THE COMPANY.
6. Your Obligations Warranties and Representations. In consideration of Company providing You with Program benefits, You acknowledge, agree, warrant and represent as follows:
6.1 You are a person over the age of eighteen (18) years, or over the age of majority if You reside and/or conduct business in states, provinces or countries where the age of majority is greater than eighteen (18) years.
6.2 You are the person who owns or is otherwise is entitled to contract on behalf of the entity which owns the rights to the Your website(s).
6.3 You hereby represent and warrant to Us this Agreement has been duly and validly executed and delivered by You and constitutes your legal, valid and binding obligation, enforceable against You in accordance with its terms.
6.4 You hereby represent and warrant the execution, delivery and performance by You of this Agreement are within Your legal capacity and power, has been duly authorized by all requisite action on Your part, does not require the approval or consent of other persons, and neither violates nor constitutes a default under (i) the provision of any law, rule, regulation, order, judgment or decree to which You are subject or which is binding upon You, or (ii) the terms of any other agreement, document or instrument applicable to You or binding upon You.
6.5 You will provide Company with a Federal Tax ID, Social Security Number or other form of identification when requested, and Your failure to supply the required information will constitute a basis for terminating this Agreement and for forfeiting any Commissions to which You would otherwise be entitled under this Agreement.
6.6 You will not use any form of unsolicited bulk solicitations, news group postings, IRC posting or any other form of “Spamming”, password selling or password trading as a means of promoting Your website(s) or for the purpose of directing or referring users to any Metro Money webistes(s). You further acknowledge and agree Company has the right to immediately, and without notice, terminate Your participation in the Program if We, in Our sole and exclusive judgment, conclude You have engaged in the use of any form of unsolicited bulk solicitations, news group postings, password selling or trading, warez, IRC posting or any other form of “Spamming”.
6.7 You will not, directly or indirectly, link any of the following content or material to any Program website(s) through any Links maintained or created on Your website(s):
(a) Any material which constitutes child pornography or matter which involves depictions of nudity or sexuality by an age inappropriate-looking performer (i.e. someone who looks younger than 18 years of age), or by a performer who is portrayed or made to appear to be a person under the age of 18 years of age by virtue of the script, make-up, demeanor, costuming, setting, etc;
(b) Any material in which persons under the age of eighteen are depicted in actual, simulated or suggestive sexual situations;
(c) Any material displayed or transmitted in a way as to constitute harmful matter or indecent communications to minors;
(d) Any material not fully in compliance with 18 U.S.C. Sec. 2257 et seq. or any similar statute, law, code or regulation of any country, province or jurisdiction worldwide;
(e) Obscene material, including without limitation any material depicting bestiality, rape or torture;
(f) Any material which can be construed as threatening, abusive, hateful, defamatory, libelous, slanderous, scandalous or injurious to the reputation of any person or entity;
(g) Any material constituting an infringement, misappropriation or violation of any person’s intellectual property rights such as copyrights, trademark rights, rights of publicity, patent rights, personal property rights, privacy rights or other rights; or
(h) Any program, file, data stream or other material which contains viruses, worms, "Trojan horses" or any other destructive feature, regardless whether damage is intended or unintended, which may cause damage to any computer equipment, loss or corruption of data or programs or inconvenience to any person.
6.8 All materials of every kind, including photographic, videographic, audio and textual materials used in direct or indirect association with materials provided through the Program shall only be transmitted, distributed, broadcast and otherwise displayed by You to willing adults and shall at all times comply with contemporary community standards in the communities into which they are so displayed.
6.9 Company does not have and shall not have any control or ownership interests of any kind in Your business or Your website(s).
6.10 Company has no direct or indirect control over the content of performances or services, the manner of performances or services, or the time or duration of provision of performances or services by You on, at or in association with Your website(s) except as specifically set forth in this Agreement.
6.11 Neither Company nor any employee, associate, agent, assign or successor of Company shall exert or provide any direct or indirect control over, monitoring of, supervision of, prior approval of, or review of the content appearing or otherwise distributed on, at or in association with Your website(s), and that You shall be solely responsible for any legal liabilities or consequences resulting from the dissemination of that content on or through Your website(s).
6.12 You grant Company a non-exclusive license to use your names, titles, logos, service marks and trademarks (collectively the “Affiliate Trademarks"), to advertise, market, promote and publicize. Notwithstanding anything herein to the contrary, Company shall not be required to so advertise, market, promote or publicize. You hereby represent and warrant You have the right and power to grant Company the license to use the Affiliate Trademarks in the manner contemplated herein, and such grant does not or will not (i) breach, conflict with or constitute a default under any agreement or other instrument applicable to You or binding upon You, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity. This license shall terminate upon the effective date of the expiration or termination of this Agreement.
6.13 You will not copy or reproduce, alter, modify, change, broadcast, distribute, transmit or disseminate any banners or other promotional or advertising materials provided to You by Company, pursuant to this Agreement and the Program, in whole or in part, in any manner, at any time anywhere in the World except as authorized by Company in writing;
6.14 You may not transfer or assign any benefits under this Program. Any benefits offered in this Agreement may only be used by You in association with Your website(s) while You are a Participating Member in good standing in the Program.
6.15 You shall remain a Participating Member in the Program until You terminate participation in the Program by notifying Company via email (support@Metro Money.com) of Your intent to terminate Your participation; or Your participation in the Program is terminated by Company for any reason; or the Program is terminated by Company for any reason.
6.16 You shall cease to be a Participating Member in good standing and shall be subject to immediate termination without notice and forfeiture of all benefits and any monies owed You by Company if You fail to perform or breach any part of this Agreement.
6.17 If Your participation in the Program is terminated for any reason, You cease to be a Participating Member in good standing, or You cease to offer services on the Internet, You shall immediately and permanently cease all use of all materials provided to You by Us, through the Program or otherwise, and You will remove all such materials from Your website(s). Further, You will immediately cease using Company marks and remove any materials supplied to You by Company or referring to the Program website(s), including without limitation any banner ads, from Your website(s).
6.18 All of Your warranties, indemnities and obligations contained herein, shall extend beyond the termination of this Agreement.
7. Limitations On Your Participation In The Program. You acknowledge and agree the Program, Your participation in the Program and any benefits under the Program are limited as follows:
7.1 Company, in its sole and exclusive discretion, shall have the right at any time to change, alter or modify the Program, including without limitation, any benefits offered under the Program, any Payout Details or any Participating Member Obligations by posting notice of the changes at http://www.Metro Money.com/terms.html or notifying You by email. If Company changes the Program after You become a Participating Member, You shall have the right to withdraw and terminate Your participation in the Program. Failure to withdraw within 30 days of notice shall constitute a waiver and You shall be deemed to have accepted any changes.
7.2 Company has the right to terminate any and all benefits under the Program relating to Your participation in the Program at any time, for any reason, or for no reason at all, in its sole and absolute discretion and may do so with or without prior notice or cause.
7.3 Company has the right to terminate Your participation in the Program at any time, for any reason, or for no reason at all, in its sole and absolute discretion and may do so with or without prior notice or cause.
7.4 Company has the right to terminate the Program at any time, for any reason, or for no reason at all, in its sole and absolute discretion and may do so with or without prior notice or cause.
7.5 All benefits under the Program including, without limitation, all advertising banners, photographic materials, illustrations, recordings, video, sound, and any other form of intellectual property provided to You by Company as part of this Program are the property of Company and shall remain the property of Company and may not be copied or reproduced, altered, modified, changed, broadcast, distributed, transmitted, disseminated, sold or offered for sale in any manner, at any time anywhere in the World except as expressly authorized by Company in writing.
7.6 Should any entity provide Company with notice You have engaged in transmission of unsolicited bulk emails or have engaged in otherwise unlawful conduct or conduct in violation of any internet service provider's terms of service, We reserve the right to cooperate in any investigation relating to your activities including disclosure of your account information.
7.7 Metro Money, http://www.Metro Money.com and all website(s) and domain names which are owned, operated or affiliated with Company and which are incorporated herein by reference are service marks or trademarks of Company. All rights are reserved. Nothing herein shall be construed as a grant or assignment of any rights in any intellectual property owned by Company, including, without limitation, any of its trademarks or service marks.
7.8 You shall not be entitled to a Commission from Company for any subscription which Company determines or reasonably suspects is the result of fraudulent activity. Company has the right, in its sole and exclusive discretion, at any time to expand or modify what constitutes possible fraudulent activity. Without limiting the foregoing, possible fraudulent activity shall include, without limitation, the following circumstances or activities:
(a) Where there has been an attempt to put through a credit card with a bin number that is listed in a negative bin number database;
(b) Where there have been sequential or multiple attempts to register or subscribe from a credit card using the same bin number and sequential or multiple number strings to complete the credit card number.
8. Limitation of Company’s Liability. Company shall not be liable for any damages (indirect, special, or consequential) or any loss of revenue, profits, or data, arising in connection with this Agreement or the Program, or due to any mistakes, omissions, delays, errors, interruptions in the transmission or receipt of Company’s services, content or Program materials, including without limitation any losses due to server problems or due to incorrect placement of HTML, regardless if Company has been advised of the possibility of such damages (this includes, without limitation, damages for loss of business profits, business interruption, loss of business information, or other incidental or consequential damages or any other pecuniary loss). Further, Company’s aggregate liability arising with respect to this Agreement and the Program shall not exceed the total Commissions paid or payable to You under this Agreement.
9. Term and Termination of the Agreement. The Term of this Agreement will begin upon Company’s acceptance of Your application and will end when terminated by either party. Either Party may terminate this Agreement at any time, with or without cause, by giving the other Party notice of termination. Notice by email is considered sufficient notice to terminate this Agreement. If this Agreement is terminated because You have violated the terms of this Agreement You are not eligible to receive any Commission payments, even for Commissions earned prior to the date of termination. If this Agreement is terminated for any other reason, You are only eligible to earn Commission on subscriptions occurring during the term of the Agreement, subject to offset for processing fees, holdback, charge backs, refunds, cancellations or returns. We reserve the right to withhold Your final payment for a reasonable time to ensure the correct amount is paid.
10. Disclaimers. COMPANY MAKES NO REPRESENTATIONS OR EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE PROGRAM, ANY COMPANY SERVICES, OR ITEMS SOLD THROUGH THE PROGRAM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, WE MAKE NO REPRESENTATION THE OPERATION OF OUR WEBSITE(S) WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
FURTHER, WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY INFORMATION DELIVERED HEREUNDER (INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR FREEDOM FROM PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENTS, WHETHER ARISING BY LAW, CUSTOM OR CONDUCT) OR AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION AND WE SHALL NOT HAVE ANY LIABILITY TO You OR TO ANY OTHER PERSON RESULTING FROM YOUR USE OR SUCH THIRD PERSON'S USE OF THE INFORMATION.
11. Miscellaneous Provisions.
11.1 Modification. Company may modify any of the terms and conditions contained in this Agreement, at any time and in Our sole discretion. Notice of any change posted on http://www.Metro Money.com/terms.html, is considered sufficient notice to You of a change to the terms and conditions of this Agreement. Modifications may include, without limitation, changes in the scope of available Commissions, Commission schedules, Payout Details, payment procedures, and Program rules. All such modifications shall take effect 48 hours after We post notice as provided above, unless We indicate otherwise. If any modification is unacceptable to You, your only recourse is to terminate this Agreement. Your continued participation in the Program, following Our posting of modifications or a new agreement on Our site, will constitute your binding acceptance of the change in terms and conditions.
11.2 Relationship Between the Parties. You and Company are separate and independent legal entities. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties. Neither Party has the authority to bind the other or to incur any liability on behalf of the other, nor to direct the employees of the other.
11.3 Severability and Construction. If any provision of this Agreement is held invalid, unenforceable or void, the remaining provisions shall remain in full force and effect as if said provision never existed. Should any provision of this Agreement which is essential to the Parties performance hereunder be deemed invalid, unenforceable or void, the Parties agree to use best efforts to draft a mutually acceptable replacement to such provision. If the Parties fail to draft a new provision in a timely manner, the dispute may be submitted to arbitration under the rules contained in Paragraph. The arbiter’s decision regarding the drafting of a new clause shall be binding upon all Parties.
11.4 Indemnification. You hereby agree to indemnify, defend and hold harmless Company, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expense (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by Us (collectively the "losses"), insofar as the losses (or actions in respect thereof) arise out of or are based on
(a) any claim or threatened claim that Our use of Your trademark(s) infringes on the rights of any third party;
(b) the breach of any promise, covenant, representation or warranty made by You herein; or
(c) or any claim related to Your site(s).
11.5 No Waiver. The failure or delay by either Party in exercising any rights, power, or remedy under this Agreement shall not operate as a waiver of any such right, power, or remedy. No waiver of any provision of this Agreement shall be effective unless consented to by both Parties in writing.
11.6 Mutually Drafted Agreement. For purposes of construction of this Agreement, both Company and You shall be deemed to have mutually drafted this Agreement and all parts thereof.
11.7 Review By Your Attorney. We strongly advise that You review this Agreement with Your attorney before You enter into it. You acknowledge and agree that nothing herein and no statement by Company or any employee, representative, agent or other person associated with Company has in any way prevented or inhibited You in any way from seeking such advice prior to entering into this Agreement. You hereby acknowledge and agree the terms of this Agreement are reasonable and fair; all terms have been fully disclosed in writing, and that You have been given a reasonable chance to seek advice of independent counsel with respect to this Agreement and all transactions associated herewith.
Acceptance And Execution Of This Agreement. By CLICKING THE “SUBMIT” OR "SIGNUP" BUTTON on the signup form, and by supplying Company with all the required information to sign You up to the Metro Money Program, You are affirmatively stating that You have read, understand and agree to be bound by all of the terms, conditions, promises, warranties, duties and obligations set forth in the above Agreement. You cannot become a member of the affiliate program unless You have accepted each and every term hereof.