This Agreement describes the terms and conditions that apply to your participation in the GlobalTestMarket Affiliate Program (the "Affiliate Program"). As used in this Agreement, "you" means the individual or organization completing the Application referred to in Paragraph 1 below.
"GlobalTestMarket" is the global consumer panel owned and operated by Lightspeed GMI. GMI's site(s) http://www.GlobalTestMarket.com is represented as 'GlobalTestMarket' in this agreement.
1. Application Process
In order to participate in the Affiliate Program, you must complete the Affiliate Program Application. We will evaluate the Application and you will automatically be accepted into the Affiliate Program unless we notify you that your Application has been rejected. We may accept or reject your Application in the exercise of our sole discretion for any reason.
You are responsible for the accuracy and appropriateness of all materials posted on your Web Site, and in your newsletters and written materials. We do not tolerate and will not be represented on sites that:
- Promote discrimination based on sex, race, religion, nationality, disability, sexual orientation, or age
- Promote 'adult' oriented material or anything of a sexually explicit nature
- Promote or condone violence
- Promote business activities using 'unsolicited' marketing methods such as 'spam' email etc.
- Violate any copyrights, trademarks, privacy or personal rights
- Include materials that are unlawful, harmful, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable.
2. Use and restriction of Logos, links, Banners and other GlobalTestMarket material
GlobalTestMarket and its affiliates own the copyright on all material at our web site, and materials provided to you through the Affiliate Program. You are not permitted to use our advertising material for any purpose other than the promotion of our products. We grant you a non-exclusive, revocable right to use the GlobalTestMarket logo and/or advertising banners provided to you for advertising our site. You may not under any circumstances change the appearance of or modify our logos and banners in any way without our written permission and you must follow any GMI instructions regarding their use, appearance and display. Our names, logos, banners, web site images, web site text and all material publicly displayed at our web site are subject to protection under copyright, trademark and other rights and law, and may not be used in any way other than in the legitimate promotion of our business.
In addition, you are not permitted to use the name and trademark "GlobalTestMarket" or any confusingly similar or like word or phrase, or any misspelling, in any way that would suggest that you own or are the source of that name or that it is part of your business or your web site name. Nor shall you use "GlobalTestMarket" in any other way that trades on the valuable goodwill associated with the GlobalTestMarket name. Without limiting the scope of these prohibitions, you shall not, for example, (1) use the name "GlobalTestMarket" or any misspelling as part of a web address (e.g., www.abcd.com/GlobalTestMarket, www.GlobalTestMarketue.com), (2) use, purchase or advertise with any keywords that incorporate "GlobalTestMarket", any misspelling or any other GMI trademarks or trade names, and (3) use "GlobalTestMarket" in any way which permits GlobalTestMarket or GMI web pages to open and run within a frame on your web site. Any affiliate found in breach of these requirements will have its membership rights terminated immediately.
GMI shall have the right to demand the withdrawal of the Licensed Marks from your web site if, in GMI's sole opinion, your site conflicts with, interferes with, or is detrimental to GMI interests, reputation, business, practices, procedures or policies, or which might subject GMI to unfavorable regulatory action, violate any law, infringe the rights of any person, or subject GMI to liability for any reason. Upon written notice from GMI to withdraw the Licensed Marks, you shall cease using the Licensed Marks on your Site as soon as possible, but in any event within three (3) days of the date of GMI written notice.
3. New Products and Deletions
From time to time we may discontinue certain services or introduce new features to our services. We will do our best to notify our members of any changes, but you are ultimately responsible for ensuring that your links and information are accurate and up to date.
4. Establishment of links
GMI maintains Affiliate account information at the GlobalTestMarket web site. Once you have been accepted to participate in the Affiliate Program, you will have access to GlobalTestMarket graphic and textual links through the GTM Affiliates web site <www.gtmaffiliates.com> (each of these links sometimes being referred to herein as a "Licenses Mark" or "Link"). The Link will serve to identify you as a participant in the Affiliate Program and will establish a hypertext link from your Site to the GlobalTestMarket web site.
To permit accurate tracking, reporting and payment hereunder, you will have access to special "tagged" Link formats to be used in all Links between your site and the GlobalTestMarket Site. You must ensure that each of the Links between your site and the GlobalTestMarket Site properly use such special link formats ("Special Links"). You will only earn payment with respect to activity on the GlobalTestMarket Site occurring directly through use of Special Links.
You may post any number of links and GlobalTestMarket marketing materials that you wish or use any other legal means good business practices to promote your affiliation with GlobalTestMarket. Good business practices means that you will comply with all state, federal and foreign laws pertaining to the prohibition of 'spam' and the protection of customer privacy, and you may not use any form of unsolicited or non-permission based marketing or 'spam' to promote your affiliation with GlobalTestMarket. Any affiliate found in breach of these requirements will have its membership rights terminated immediately. If you have any doubt as to the integrity of your marketing or sales tactics contact GlobalTestMarket Affiliate Customer Service for additional guidance. However you are ultimately responsible for operating within the law and for observing all legal, moral and ethical trading practices. You will be solely responsible for the design and operation of your web site and for any materials or links on your site. We do not accept, and in agreeing to the terms of this Affiliate Agreement, you indemnify us from, any action, losses, claims, and damages relating to the operation of your web site or business. These include any legal costs, expenses or liabilities resulting thereof. You will promptly respond to any request for feedback or other information from GlobalTestMarket.
5. Account Processing
GMI will record all recruited panelists who follow Special Links from your site to the GlobalTestMarket Site. All such panelists will become panelists of GMI ("Panelist") and thus, must comply with all GlobalTestMarket operating policies and procedures. GMI reserves the right to reject panelists that do not comply with any requirements that GMI may establish from time to time.
You acknowledge that you shall not be a party to any transaction between any Panelist and GMI and all aspects of such recruiting shall be solely between the Panelist and GMI.
6. Payment method and Frequency
During GMI's review of your application to become an Affiliate, GMI will determine the compensation to be provided to an approved Affiliate for each double opted in panelist recruited. If you become an approved Affiliate you may review your account information, including compensation, at www.GlobalTestMarket.com/affiliate.php. The compensation shall be as set forth on the GlobalTestMarket Affiliate Application Page, and may be changed from time to time by GMI by posting a different amount on this Page. GMI will only provide compensation for panelists recruited in certain countries. GMI will determine, in its sole discretion, which countries are approved for panelist compensation. The approved country list can be found at www.gtmaffiliates.com/countries.php. This list is subject to change without notice at GMI's sole discretion.
GMI will remit payment to you by business check for your participation in the Affiliate Program 30 days after the end of the month in which the relevant recruitment occurred. The minimum check amount is $50 USD. If you qualify for less than the minimum check amount, payment will be made once you qualify for sufficient additional Payments that meet or exceed the minimum check amount. Payment will be net of all taxes, returns, charge backs, and other similar charges.
7. GlobalTestMarket Policies
We reserve the right to change our policies, procedures, payment structure, payment rates and pricing at any time. We also reserve the right to terminate your participation in the Affiliate Program at any time, for any reason.
8. Term of this Agreement
The term of this Agreement will begin on Lightspeed GMI's acceptance of your Affiliate Program Application and will end immediately upon termination by either party. Either GMI or you may terminate this Agreement at any time, with or without cause and without liability, by giving the other party notice of termination. Notices transmitted via email shall be effective notice hereunder. Upon termination of this Agreement for any reason, you will remove the Licensed Marks, Links, and all other GMI trademarks, trade dress, logos and other material provided to you by GMI from your Site and any and all servers in your possession or control as soon as technically feasible, but in no event shall the Licensed Marks remain on your site more than three (3) days after such termination.
9. Independent Contractor
GlobalTestMarket's relationship with our Affiliate Members (you) is one of 'independent contractor'. There is no employment relationship, partnership, joint venture, franchise or agency established between GlobalTestMarket and any Affiliate member. You will not make claims or statements that contradict anything in this agreement.
10. Limitation of Liability
GMI will not be liable for any delay in accessing and/or inability to access the GlobalTestMarket web site whether due to an act of God, action by any government entity, strike, network difficulty, electronic malfunction, or any other reason, or any reliability or effectiveness related to the GlobalTestMarket web site. GMI makes no warranty or representation that the operation of the GlobalTestMarket site will be uninterrupted or error free and GMI will in no event be liable for the consequences of any interruptions or errors.
GMI PROVIDES THE GlobalTestMarket WEB SITE AND ALL INFORMATION AND SERVICES AVAILABLE THEREIN "AS IS" AND MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS REGARDING GlobalTestMarket OR ANY SERVICES OR INFORMATION PROVIDED BY GMI OR GlobalTestMarket. GMI DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, OR NON-INFRINGEMENT. GMI SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING: (i) THE NUMBER OF PERSONS OR ENTITIES THAT WILL ACCESS OR "CLICK THROUGH" TO THE GlobalTestMarket SITE FROM YOUR WEB SITE; (ii) ANY BENEFIT THAT YOU MIGHT OBTAIN FROM INCLUDING THE LICENSED MARK(S) ON YOUR WEB SITE; OR (iii) THE AMOUNT OR VOLUME OF PAYMENTS THAT YOU MIGHT EXPECT TO RECEIVE OR ACTUALLY RECEIVE PURSUANT TO THIS AGREEMENT.
IN NO EVENT WILL GMI BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES OR FOR COMMERCIAL LOSSES, LOST PROFITS, OR REVENUES FROM ANY CAUSE, WHETHER BASED IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND STRICT LIABILITY) OR OTHER LEGAL OR EQUITABLE THEORY AND WHETHER OR NOT GMI OR GlobalTestMarket HAS BEEN ADVISED OF THE POSSIBILITY OR CERTAINTY OF SUCH DAMAGES OR LOSSES. YOU AGREE THAT THE TOTAL LIABILITY OF GMI HEREUNDER WITH RESPECT TO ANY CLAIM SHALL NOT EXCEED THE PAYMENTS PAID BY GMI TO YOU HEREUNDER.
You represent and warrant that you will make no promises, representations or warranties, whether written or oral, with regard to GMI or the services provided by Lightspeed GMI, beyond those provided by GMI in writing. You will indemnify and hold GMI harmless from all damages, claims and liabilities (including attorneys' fees and costs) resulting from a breach of the foregoing representation and warranty.
11. Acknowledgement - 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 PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
This Agreement contains the entire agreement between the parties and there are no understandings or agreements relative hereto other than those which are expressed therein. This Agreement will be governed by the laws of the United States and the State of Washington, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in King County, Washington, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
Note. We reserve the right to modify these terms as necessary without prior notification.