THIS IS A LEGAL AGREEMENT BETWEEN YOU AND HIREAHELPER, LLC (DBA AS HIREAHELPER.COM)
BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
1. Overview
1.1 This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in HireAHelper.com's Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and the HireAHelper.com web site. Please note that throughout this Agreement, "we," "us," and "our" refer to HireAHelper, and "you," "your," and "yours" refer to the affiliate.
2. Affiliate Obligations
2.1 To begin the enrollment process, you will complete and submit the online application at HireAHelper.com/affiliates. Though we auto-approve applications, we may re-evaluate your application at a later time. We may reject your application or deactivate this account at our sole discretion. Your application may be rejected if we determine that your site is unsuitable for our Program, including (but not limited to) the following reasons:
2.1.1. Promotes sexually explicit materials
2.1.2. Promotes violence
2.1.3 Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
2.1.4. Promotes illegal activities
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
2.1.6. Includes "HireAHelper" or variations of misspellings thereof in its domain name
2.1.7. Is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
2.1.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are HireAHelper.
2.2. As a member of HireAHelper's Affiliate Program, you will have access to your Affiliate Account. Here you will be able to review our Program's details and previously-published affiliate newsletters, download HTML code that we provide for each banner, text link, or other affiliate link we provide you with.
2.3. HireAHelper reserves the right, at any time, to review your placement and approve the use of Your links and require that you change the placement or use to comply with the guidelines provided to you.
2.4. The maintenance and the updating of your site is your responsibility. We may monitor your site as we feel necessary to make sure that it is compliant with these Affiliate Terms.
2.5. It is your responsibility to follow all applicable intellectual property and other laws that pertain to your website. This includes all copyrighted material, whether it be a writing, artwork, photography, or any other copyrightable work.
3. HireAHelper.com's Rights and Obligations
3.1 We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the HireAHelper Affiliate Program.
3.2. We reserve the right to terminate this Agreement and your participation in the HireAHelper Affiliate Program immediately and without notice to you should you commit fraud in your use of the HireAHelper Affiliate Program or abuse this program in any way. If such fraud or abuse is detected, HireAHelper shall not be liable to you for any commissions for such fraudulent sales.
3.3. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.
4. Termination
4.1 Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you. In the event of your account termination, any pending balances owed to you will not be paid if your account is terminated due to a violation of this Agreement.
5. Modification
5.1 We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email or a message in your account area. Modifications may include, but are not limited to, changes in the payment procedures and HireAHelper's Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in HireAHelper's Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
6. Payment
6.1 HireAHelper uses its own system to handle tracking and payment.
6.2 The time you are paid your commissions depends upon the method you choose for payment, either direct deposit or by check.
6.2.1 If by direct deposit, payment is immediate when HireAHelper's transaction with the customer you referred is complete. The transaction between HireAHelper.com and the customer is considered complete when the customer has released their payment to their service provider. See Generic Terms Section 6 "Payment" for more information.
6.2.2 If by check, you will be paid when your affiliate earnings total $50 or more.
6.3 HireAHelper.com may also use a third party, such as ShareASale.com or CommissionJunction.com, to handle tracking and payment. If you signed up as an affiliate through one of these sites, kindly review the network's payment terms and conditions.
7. Access to Affiliate Account
7.1 You will create a password so that you may access your secure Affiliate Account on HireAHelper.com. In your account you will be able to receive reports that will describe our calculation of the commissions due to you.
8. Promotion Restrictions
8.1. Advertisements which could be perceived by the public or the press as a joint effort between you and HireAHelper are prohibited. Some forms of advertising are always prohibited by HireAHelper. For example, bulk-emailing where the recipients have not specifically opted into communiques ("spam" email) is prohibited. Other prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote HireAHelper so long as the recipient is already a customer or opt-in subscriber of your services or web site. Also, you may post to newsgroups to promote HireAHelper so long as the news group specifically welcomes your commercial messages. At all times you must clearly represent yourself and your web sites as independent from HireAHelper.
8.2. In your advertising campaigns, you may not use search keywords such as HireAHelper.com, HireAHelper, Hire a Helper and/or any misspellings or similar alterations of these (be it separately or in combination with other keywords.) Likewise, you may not direct the traffic from such campaigns to your own website prior to re-directing it to ours.
8.3 You are not prohibited from purchasing our products, for your own consumption, through your own affiliate links. However, such purchases will not qualify for Affiliate Program earnings.
8.4 You shall not transmit any so-called interstitial web pages, malware, parasitic marketing, shopping assistance applications, browser toolbar installations and/or add-ons, shopping wallets"or pop-under/overs windows in effort to advertise your Affiliate links. As used herein, "malware"" shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSM, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); set commission tracking cookies through loading of the HireAHelper site in iframes, hidden links and automatic pop ups that open HireAHelper's website; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.
8.5 The use of iframes in your advertisements (except where these iframes are provided or instantiated by a HireAHelper script or code) is prohibited.
9. Grant of Licenses
9.1 We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos and company name (herin called "Licensed Materials"), which we provide to you and authorize for such purpose. You are only entitled to use these Licensed Materials to the extent that you are a member in good standing of HireAHelper.com's Affiliate Program.
10. Disclaimer of Warranties
THE SERVICE (INCLUDING, WITHOUT LIMITATION, ALL MATERIALS, INFORMATION, PRODUCTS AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SERVICE) ARE PROVIDED "AS IS" AND "AS AVAILABLE". THE SERVICE IS PROVIDED WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED. FOR CLARITY, THIS MEANS THAT HIREAHELPER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE QUALITY OR SAFETY OF ANY HELPER SERVICES THAT YOU MAY OBTAIN THROUGH USE OF THE SERVICE. HIREAHELPER DOES NOT REGULATE, MONITOR, OR GUARANTEE THE TIMELINESS OR QUALITY of ANY WORK PROVIDED TO ANY CUSTOMER(S) BY ANY HELPER(S) (OTHER THAN FACILITATING VARIOUS RANKINGS THROUGH THE SITE BASED ON CUSTOMER REVIEWS AND OTHER FACTORS). IF YOU ARE A CUSTOMER, YOU ENGAGE HELPERS SOLELY AT YOUR OWN RISK. SOME STATES DO NOT ALLOW CERTAIN DISCLAIMERS OF WARRANTIES, SO THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU.
11. Limitations on Liability
IN NO EVENT SHALL HIREAHELPER, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE SERVICE FOR ANY: (I) LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $500.00 (U.S.). THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN. AS A HELPER, YOU UNDERSTAND AND AGREE THAT HIREAHELPER HAS NO RESPONSIBILITY OR LIABILITY FOR A CUSTOMER'S FAILURE TO PAY YOU (I.E. PROVIDE YOU WITH AN AUTHORIZATION CODE) FOR SERVICES YOU HAVE PERFORMED. SOME STATES DO NOT ALLOW THE LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
12. Indemnification
You shall indemnify and hold harmless HIREAHELPER and its officers, directors, shareholders, and employees, from and against all claims, liabilities, damages, losses, costs and expenses, including but not limited to attorneys fees, in whole or in part arising out of or attributable to any breach of this Agreement (or any law or regulation) by you. HIREAHELPER reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with HIREAHELPER in asserting any available defenses.
13. Confidentiality
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
14. Miscellaneous
You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and HireAHelper. You will have no authority to make or accept any offers or representations on our behalf. You agree to make no statements which communicate or imply otherwise.
The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. HIREAHELPER shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond HIREAHELPER's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by you except with HIREAHELPER's prior written consent. HIREAHELPER may transfer, assign or delegate this Agreement and its rights and obligations without consent. This Agreement shall be governed by and construed in accordance with the laws of the state of California without regard to the conflict of laws provisions thereof. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Los Angeles, CA using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in Los Angeles, California. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind HIREAHELPER in any respect whatsoever.