WYOSEO.COM, WYONAIR LTD. AFFILIATE TERMS AND CONDITIONS AGREEMENT
This Affiliate Terms and Conditions Agreement (the “Agreement”) is a legally binding agreement between you (“You or ””Affiliate”) and WyoSEO.com, owned by Wyonair Ltd. (on behalf of itself and its affiliates) (collectively, “WyoSEO.com” or “We”) and is effective on the date You accept the terms and conditions of this Agreement as set forth herein (the “Effective Date”). BY ACCEPTING THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ THE TERMS OF THIS AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS SET FORTH HEREIN, DO NOT PARTICIPATE IN THE AFFILIATE PROGRAM.
1. Eligibility
To be eligible to be a WyoSEO.com affiliate (“Affiliate”), You must operate a website, and Your website must not and, during the term of this Agreement, shall not, as determined by WyoSEO.com in its sole discretion: (a) infringe on WyoSEO.com’s, Wyonair LTD.’s or any other third party’s intellectual property, publicity, or privacy rights; (b) violate any law or regulation; (c) contain any false or misleading information; (d) operate or utilize a website or e-mail link to websites that contain or promote, any of these types of content: libelous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, illegal, cracking, hacking or warez, content targeted at children, or the offer of any illegal good or service, or link to a website(s) that do so; (e) promote discrimination based upon race, sex, religion, nationality, disability, sexual orientation or age; (f) engage in spamming, indiscriminate advertising or unsolicited commercial e-mail; and/or (g) engage in any illegal activity of any type, including but not limited to displaying illegal content on Your website or offering any illegal good or service through Your website. You remain solely responsible for all content on Your website.
2. Affiliate linking
WyoSEO.com Affiliate Linking. You may be eligible for certain commissions for every Subscriber refers to You. To be eligible for such commissions, each referral must originate from a special Affiliate Link including the Affiliate ID or Subscriber must enter the Affiliate e-mail address into the Affiliate E-mail field in the registration form.
Linking to WyoSEO.com. For purposes of this Agreement, “Affiliate Link” means a visible graphic or textual indication which, when selected by an end user, directs the end user’s Internet browser connection to a WyoSEO.com page via a URL and which establishes a direct connection between the browser and the specified page. You shall place the Affiliate Link on the Affiliate website, which will allow WyoSEO.com to track any person, entity or otherwise who clicks through the Affiliate Link to register for the WyoSEO.com Services. Affiliate ID refers to a unique identifier provided by WyoSEO.com to Affiliate for identification purposes.
The necessary electronic graphic artwork and corresponding links to the WyoSEO.com website and all HTML code for the Affiliate Link shall be available to You via WyoSEO.com. Such link may only be in the form of text, a button, a banner or any other format provided by WyoSEO.com. The HTML for such link will also include the Affiliate ID that enables the tracking and reporting of all Subscribers acquired through the Affiliate Link and manual reference in the registration form. Your responsibility is to integrate the Affiliate Link into Your website properly and for providing the Affiliate Links to Subscriber in the proper format, which includes ensuring that, as between the Affiliate Links and the WyoSEO.com website, each of the Affiliate Links properly utilizes the aforementioned special identifier link formats. WYOSEO:COM SHALL NOT BE LIABLE TO YOU WITH RESPECT TO YOUR FAILURE TO PROPERLY INTEGRATE THE AFFILIATE LINK, INCLUDING TO THE EXTENT THAT SUCH FAILURE MAY RESULT IN ANY REDUCTIONS OF COMMISSION FEES (AS DEFINED BELOW) THAT WOULD OTHERWISE BE PAYABLE TO AFFILIATE UNDER THIS AGREEMENT.
Responsibility for Affiliate URLs. You will be solely responsible for the development, operation, and maintenance of all URLs that are linked to the WyoSEO.com website and for all materials that appear on such URLs.
3. Property Ownership Rights
You agree and acknowledge that WyoSEO.com retains all rights, title and interest in and to all property rights embodied in or associated with the WyoSEO.com Content. You represent and warrant that You will not take any action or assist any third party to take action challenging, contesting or otherwise inconsistent with WyoSEO.com’s ownership of the WyoSEO.com Content and any goodwill and benefits accruing from the use of such WyoSEO.com Content will automatically vest in WyoSEO.com.
4. Operation and Maintenance of the WyoSEO.com Web Site
You acknowledge and agree that WyoSEO.com may accept or reject, in its sole and absolute discretion, all subscriptions from customers placed on or through the WyoSEO.com website. You further acknowledges and agrees that (i) it does not have any authority to make or accept any offer or commitment on behalf of WyoSEO.com, (ii) WyoSEO.com cannot, and does not, guarantee the availability and accessibility of the WyoSEO.com website, and (iii) WyoSEO.com is solely responsible for all pricing, subscription processing, online fulfillment, cancellation, refunds and all other aspects of the WyoSEO.com website and its products and offerings.
5. Representations and Warranties
You hereby represent and warrant to WyoSEO.com that: (i) You have duly and validly executed this Agreement and it constitutes Your legal, valid, and binding obligation, enforceable against You in accordance with its terms; (ii) the execution, delivery, and performance by You of this Agreement and the consummation by You of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (a) any provision of law, rule, or regulation to which You are subject, (b) any order, judgment, or decree applicable to You or binding upon Your assets or properties, (c) any provision of Your by-laws or certificate of incorporation if applicable, or (d) any agreement or other instrument applicable to You or binding upon Your assets or properties; (iii) no consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by You in connection with the execution, delivery, and performance of this Agreement or the taking by You of any other action contemplated hereby; and (v) there is no pending or material threatened claim, action, or proceeding against You, or any subsidiary or affiliate of Yours, with respect to the execution, delivery or consummation of this Agreement, or with respect to Your trademarks, and there is no basis for any such claim, action, or proceeding.
6. Tracking and Reporting
For the purposes of this Agreement, tracking and reporting will be provided by WyoSEO.com. During the term of this Agreement, You will be able to check the number of Subscribers on http://www.wyoseo.com with the regular WyoSEO account. The reports available on WyoSEO.com will also detail the Commission Fees that are due to Affiliate in accordance with the Payout Schedule (as defined below). The form, content and timing of the foregoing reports may vary from time to time in WyoSEO.com’s sole discretion. You agree and acknowledges that the statistics and reports provided by WyoSEO.com are the official, definitive and final measurements of the number of Subscribers that have originated from the Affiliate Link as well as the fees payable to You from WyoSEO.com pursuant to the terms of this Agreement.
7. Commission Payment
Payment Terms. Subject to the terms and conditions of this Agreement and pursuant to the then-current Payout Schedule set forth on the WyoSEO.com website (the “Payout Schedule”), You will be paid a Commission Fee (“Commission Fee”) on a monthly basis by WyoSEO.com for each person who registers and pays for WyoSEO services. For Affiliate to earn a Commission Fee for a Subscriber, the Subscriber must have i) followed the Affiliate Link that is provided to Subscriber by You or entered the Affiliate E-mail Address directly to the Affiliate E-mail field in the registration form and ii) WyoSEO.com must have received valid payment from Subscriber.
Payment to You shall occur (i) after the end of each month when WyoSEO.com notifies You about the earned Commission Fee; (ii) and after Affiliate provides (sends via e-mail or postal service) a formal invoice within forty-five (45) days from the notification; (iii) and within forty-five (45) days from the received formal invoice. Formal invoice must be acknowledged by WyoSEO.com and shall comply with Your local regulations. WyoSEO.com must notify You if the invoice is rejected.
Notwithstanding the above, for each month that You do not earn at least One Hundred Dollars ($100.00) in Commission Fees, payment shall not be issued to You for that month but shall be deferred until the cumulative amount is at least One Hundred Dollars ($100.00). WyoSEO.com shall not be liable with respect to any Commission Fees not received by You as a result of Your failure to notify WyoSEO.com of a change in Your principle place of address. WyoSEO.com shall have no obligation to pay Commission Fees per any promotion, promotion code, coupon or coupon promotional opportunity that is not specifically authorized for the Affiliate Program.
Payment Options. You could be paid though your own PayPal account. You shall define Your PayPal E-mail address upon signing up to be a WyoSEO.com Affiliate. You could change Your PayPal E-mail Address, but the Commission Fees will be paid to the E-mail address valid in the time of payment.
Taxes. Excluding any taxes based on WyoSEO.com’s income, You shall be solely responsible for all tax returns and payments required to be filed with or made to any federal, state or local tax authority based on Your revenue or income under this Agreement or any Client Agreement. Only Hungarian Affiliates shall include the VAT to the invoice.
Fraud and Fraudulent Activity. WyoSEO.com shall have no obligation to pay Commission Fees to You for Subscribers if it is determined in good faith by WyoSEO.com that there has been fraudulent activity on Your website. For exemplary purposes only without limitations, if an unreasonable number of Subscribers have originated from the Affiliate Links on Your website during any period of time, then WyoSEO.com shall have the right to examine Your records to the extent necessary to determine whether any fraudulent activity has occurred involving the WyoSEO.com Links on Your website and/or Your account. Furthermore, WyoSEO.com shall have no obligation to pay commission fees to You in the event of Subscriber obtaining a charge back or refund or if WyoSEO.com determines in good faith that Subscribers created their accounts solely for the purpose of aiding and abetting You to increase commission amounts without the intent of being a long term WyoSEO.com Subscriber.
8. No Joint and Several Liability
You acknowledge and agree that neither WyoSEO.com, its subsidiaries, parents, other affiliates, directors, officers, employees, agents, successors or assigns (collectively, the “WyoSEO.com Parties”), shall be liable to any party, including You, for any claim, liability, suit, action, judgment, loss, costs, expenses or other damages related to or in connection with Your website(s) and/or any content or other information displayed or contained thereon, including but not limited to, claims of infringement.
9. Termination
Term of the Agreement. This Agreement shall begin on the Date You accepted Affiliate Terms and Conditions and shall terminate on the date You are no longer an Affiliate of WyoSEO.com pursuant to the Affiliate Program.
Term and Termination. Unless terminated earlier as provided herein, this Agreement shall remain in a one year period, otherwise terminated by WyoSEO.com. The Agreement is allowed to renew each year. Otherwise, either party may terminate this Agreement at any time upon providing notice to the other party. You could terminate the Agreement by deactivating Your affiliate profile.
Effect of Termination. In the event that this Agreement is terminated for any reason, You will only be eligible for Commission Fees earned as a result of Subscribers who were acquired up to the date of termination or expiration. Upon termination or expiration of this Agreement, all licenses granted under this Agreement shall terminate. Termination or expiration of this Agreement shall have no effect with respect to any rights or obligations existing under a Client Agreement. Furthermore, upon termination or expiration of this Agreement and upon WyoSEO.com request, You shall either return or destroy any Materials or other Confidential Information provided to You by WyoSEO.com.
10. Renewal
Unless terminated earlier as provided herein the Agreement is in force for one year. One month before the expiration date WyoSEO.com notifies You to renew the Agreement. The Agreement will be repealed if You miss to renew the Agreement.
11. True and Complete Information
You represent and warrant that all information that You provided in connection with becoming an affiliate of WyoSEO.com is true and complete. You further agree to maintain and promptly update such information to keep it accurate. If WyoSEO.com determines or has reason to believe that any information provided by You is not true and/or complete, WyoSEO.com may immediately terminate the Agreement with You.
12. MODIFICATION
WyoSEO.com reserves the right at anytime and from time to time to modify, discontinue, temporarily or permanently, the Program (or any part thereof) with or without notice. You agree that WyoSEO.com shall not be liable to You or to any third party for any modification, suspension or discontinuance of the Program. In the event that You do not agree with any such modification, You shall terminate its participation in the Program, which shall be Your sole and exclusive remedy.
13. LIMITATION OF DAMAGES
WYOSEO.COM WILL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE OR PROFITS ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF WYOSEO.COM WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, WYOSEO.COM’S AGGREGATE LIABILITY ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE AFFILIATE PROGRAM WILL IN NO EVENT EXCEED THE TOTAL REVENUE SHARE PAID OR PAYABLE BY WYOSEO.COM TO AFFILIATE UNDER THE AFFILIATE PROGRAM DURING THE IMMEDIATELY PRECEDING 3 MONTH PERIOD PRIOR TO THE DATE SUCH LIABILITY AROSE.
14. WARRANTY DISCLAIMER
WYOSEO.COM MAKES NO WARRANTIES, REPRESENTATIONS, GUARANTEES, OR CONDITIONS RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. IN PARTICULAR, WYOSEO.COM MAKES NO REPRESENTATION THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERUPTED OR ERROR-FREE.
15. Governing Law
This Agreement is governed by and in accordance with the substantive laws of Hungary, excluding its conflict of laws principles. Any lawsuit relating to this Agreement must be brought in the federal or state courts located in Budapest, Hungary.
Affiliate Terms and Conditions
WYOSEO.COM, WYONAIR LTD. AFFILIATE TERMS AND CONDITIONS AGREEMENT
This Affiliate Terms and Conditions Agreement (the “Agreement”) is a legally binding agreement between you (“You or ””Affiliate”) and WyoSEO.com, owned by Wyonair Ltd. (on behalf of itself and its affiliates) (collectively, “WyoSEO.com” or “We”) and is effective on the date You accept the terms and conditions of this Agreement as set forth herein (the “Effective Date”). BY ACCEPTING THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ THE TERMS OF THIS AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS SET FORTH HEREIN, DO NOT PARTICIPATE IN THE AFFILIATE PROGRAM.
1. Eligibility
To be eligible to be a WyoSEO.com affiliate (“Affiliate”), You must operate a website, and Your website must not and, during the term of this Agreement, shall not, as determined by WyoSEO.com in its sole discretion: (a) infringe on WyoSEO.com’s, Wyonair LTD.’s or any other third party’s intellectual property, publicity, or privacy rights; (b) violate any law or regulation; (c) contain any false or misleading information; (d) operate or utilize a website or e-mail link to websites that contain or promote, any of these types of content: libelous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, illegal, cracking, hacking or warez, content targeted at children, or the offer of any illegal good or service, or link to a website(s) that do so; (e) promote discrimination based upon race, sex, religion, nationality, disability, sexual orientation or age; (f) engage in spamming, indiscriminate advertising or unsolicited commercial e-mail; and/or (g) engage in any illegal activity of any type, including but not limited to displaying illegal content on Your website or offering any illegal good or service through Your website. You remain solely responsible for all content on Your website.
2. Affiliate linking
WyoSEO.com Affiliate Linking. You may be eligible for certain commissions for every Subscriber refers to You. To be eligible for such commissions, each referral must originate from a special Affiliate Link including the Affiliate ID or Subscriber must enter the Affiliate e-mail address into the Affiliate E-mail field in the registration form.
Linking to WyoSEO.com. For purposes of this Agreement, “Affiliate Link” means a visible graphic or textual indication which, when selected by an end user, directs the end user’s Internet browser connection to a WyoSEO.com page via a URL and which establishes a direct connection between the browser and the specified page. You shall place the Affiliate Link on the Affiliate website, which will allow WyoSEO.com to track any person, entity or otherwise who clicks through the Affiliate Link to register for the WyoSEO.com Services. Affiliate ID refers to a unique identifier provided by WyoSEO.com to Affiliate for identification purposes.
The necessary electronic graphic artwork and corresponding links to the WyoSEO.com website and all HTML code for the Affiliate Link shall be available to You via WyoSEO.com. Such link may only be in the form of text, a button, a banner or any other format provided by WyoSEO.com. The HTML for such link will also include the Affiliate ID that enables the tracking and reporting of all Subscribers acquired through the Affiliate Link and manual reference in the registration form. Your responsibility is to integrate the Affiliate Link into Your website properly and for providing the Affiliate Links to Subscriber in the proper format, which includes ensuring that, as between the Affiliate Links and the WyoSEO.com website, each of the Affiliate Links properly utilizes the aforementioned special identifier link formats. WYOSEO:COM SHALL NOT BE LIABLE TO YOU WITH RESPECT TO YOUR FAILURE TO PROPERLY INTEGRATE THE AFFILIATE LINK, INCLUDING TO THE EXTENT THAT SUCH FAILURE MAY RESULT IN ANY REDUCTIONS OF COMMISSION FEES (AS DEFINED BELOW) THAT WOULD OTHERWISE BE PAYABLE TO AFFILIATE UNDER THIS AGREEMENT.
Responsibility for Affiliate URLs. You will be solely responsible for the development, operation, and maintenance of all URLs that are linked to the WyoSEO.com website and for all materials that appear on such URLs.
3. Property Ownership Rights
You agree and acknowledge that WyoSEO.com retains all rights, title and interest in and to all property rights embodied in or associated with the WyoSEO.com Content. You represent and warrant that You will not take any action or assist any third party to take action challenging, contesting or otherwise inconsistent with WyoSEO.com’s ownership of the WyoSEO.com Content and any goodwill and benefits accruing from the use of such WyoSEO.com Content will automatically vest in WyoSEO.com.
4. Operation and Maintenance of the WyoSEO.com Web Site
You acknowledge and agree that WyoSEO.com may accept or reject, in its sole and absolute discretion, all subscriptions from customers placed on or through the WyoSEO.com website. You further acknowledges and agrees that (i) it does not have any authority to make or accept any offer or commitment on behalf of WyoSEO.com, (ii) WyoSEO.com cannot, and does not, guarantee the availability and accessibility of the WyoSEO.com website, and (iii) WyoSEO.com is solely responsible for all pricing, subscription processing, online fulfillment, cancellation, refunds and all other aspects of the WyoSEO.com website and its products and offerings.
5. Representations and Warranties
You hereby represent and warrant to WyoSEO.com that: (i) You have duly and validly executed this Agreement and it constitutes Your legal, valid, and binding obligation, enforceable against You in accordance with its terms; (ii) the execution, delivery, and performance by You of this Agreement and the consummation by You of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (a) any provision of law, rule, or regulation to which You are subject, (b) any order, judgment, or decree applicable to You or binding upon Your assets or properties, (c) any provision of Your by-laws or certificate of incorporation if applicable, or (d) any agreement or other instrument applicable to You or binding upon Your assets or properties; (iii) no consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by You in connection with the execution, delivery, and performance of this Agreement or the taking by You of any other action contemplated hereby; and (v) there is no pending or material threatened claim, action, or proceeding against You, or any subsidiary or affiliate of Yours, with respect to the execution, delivery or consummation of this Agreement, or with respect to Your trademarks, and there is no basis for any such claim, action, or proceeding.
6. Tracking and Reporting
For the purposes of this Agreement, tracking and reporting will be provided by WyoSEO.com. During the term of this Agreement, You will be able to check the number of Subscribers on http://www.wyoseo.com with the regular WyoSEO account. The reports available on WyoSEO.com will also detail the Commission Fees that are due to Affiliate in accordance with the Payout Schedule (as defined below). The form, content and timing of the foregoing reports may vary from time to time in WyoSEO.com’s sole discretion. You agree and acknowledges that the statistics and reports provided by WyoSEO.com are the official, definitive and final measurements of the number of Subscribers that have originated from the Affiliate Link as well as the fees payable to You from WyoSEO.com pursuant to the terms of this Agreement.
7. Commission Payment
Payment Terms. Subject to the terms and conditions of this Agreement and pursuant to the then-current Payout Schedule set forth on the WyoSEO.com website (the “Payout Schedule”), You will be paid a Commission Fee (“Commission Fee”) on a monthly basis by WyoSEO.com for each person who registers and pays for WyoSEO services. For Affiliate to earn a Commission Fee for a Subscriber, the Subscriber must have i) followed the Affiliate Link that is provided to Subscriber by You or entered the Affiliate E-mail Address directly to the Affiliate E-mail field in the registration form and ii) WyoSEO.com must have received valid payment from Subscriber.
Payment to You shall occur (i) after the end of each month when WyoSEO.com notifies You about the earned Commission Fee; (ii) and after Affiliate provides (sends via e-mail or postal service) a formal invoice within forty-five (45) days from the notification; (iii) and within forty-five (45) days from the received formal invoice. Formal invoice must be acknowledged by WyoSEO.com and shall comply with Your local regulations. WyoSEO.com must notify You if the invoice is rejected.
Notwithstanding the above, for each month that You do not earn at least One Hundred Dollars ($100.00) in Commission Fees, payment shall not be issued to You for that month but shall be deferred until the cumulative amount is at least One Hundred Dollars ($100.00). WyoSEO.com shall not be liable with respect to any Commission Fees not received by You as a result of Your failure to notify WyoSEO.com of a change in Your principle place of address. WyoSEO.com shall have no obligation to pay Commission Fees per any promotion, promotion code, coupon or coupon promotional opportunity that is not specifically authorized for the Affiliate Program.
Payment Options. You could be paid though your own PayPal account. You shall define Your PayPal E-mail address upon signing up to be a WyoSEO.com Affiliate. You could change Your PayPal E-mail Address, but the Commission Fees will be paid to the E-mail address valid in the time of payment.
Taxes. Excluding any taxes based on WyoSEO.com’s income, You shall be solely responsible for all tax returns and payments required to be filed with or made to any federal, state or local tax authority based on Your revenue or income under this Agreement or any Client Agreement. Only Hungarian Affiliates shall include the VAT to the invoice.
Fraud and Fraudulent Activity. WyoSEO.com shall have no obligation to pay Commission Fees to You for Subscribers if it is determined in good faith by WyoSEO.com that there has been fraudulent activity on Your website. For exemplary purposes only without limitations, if an unreasonable number of Subscribers have originated from the Affiliate Links on Your website during any period of time, then WyoSEO.com shall have the right to examine Your records to the extent necessary to determine whether any fraudulent activity has occurred involving the WyoSEO.com Links on Your website and/or Your account. Furthermore, WyoSEO.com shall have no obligation to pay commission fees to You in the event of Subscriber obtaining a charge back or refund or if WyoSEO.com determines in good faith that Subscribers created their accounts solely for the purpose of aiding and abetting You to increase commission amounts without the intent of being a long term WyoSEO.com Subscriber.
8. No Joint and Several Liability
You acknowledge and agree that neither WyoSEO.com, its subsidiaries, parents, other affiliates, directors, officers, employees, agents, successors or assigns (collectively, the “WyoSEO.com Parties”), shall be liable to any party, including You, for any claim, liability, suit, action, judgment, loss, costs, expenses or other damages related to or in connection with Your website(s) and/or any content or other information displayed or contained thereon, including but not limited to, claims of infringement.
9. Termination
Term of the Agreement. This Agreement shall begin on the Date You accepted Affiliate Terms and Conditions and shall terminate on the date You are no longer an Affiliate of WyoSEO.com pursuant to the Affiliate Program.
Term and Termination. Unless terminated earlier as provided herein, this Agreement shall remain in a one year period, otherwise terminated by WyoSEO.com. The Agreement is allowed to renew each year. Otherwise, either party may terminate this Agreement at any time upon providing notice to the other party. You could terminate the Agreement by deactivating Your affiliate profile.
Effect of Termination. In the event that this Agreement is terminated for any reason, You will only be eligible for Commission Fees earned as a result of Subscribers who were acquired up to the date of termination or expiration. Upon termination or expiration of this Agreement, all licenses granted under this Agreement shall terminate. Termination or expiration of this Agreement shall have no effect with respect to any rights or obligations existing under a Client Agreement. Furthermore, upon termination or expiration of this Agreement and upon WyoSEO.com request, You shall either return or destroy any Materials or other Confidential Information provided to You by WyoSEO.com.
10. Renewal
Unless terminated earlier as provided herein the Agreement is in force for one year. One month before the expiration date WyoSEO.com notifies You to renew the Agreement. The Agreement will be repealed if You miss to renew the Agreement.
11. True and Complete Information
You represent and warrant that all information that You provided in connection with becoming an affiliate of WyoSEO.com is true and complete. You further agree to maintain and promptly update such information to keep it accurate. If WyoSEO.com determines or has reason to believe that any information provided by You is not true and/or complete, WyoSEO.com may immediately terminate the Agreement with You.
12. MODIFICATION
WyoSEO.com reserves the right at anytime and from time to time to modify, discontinue, temporarily or permanently, the Program (or any part thereof) with or without notice. You agree that WyoSEO.com shall not be liable to You or to any third party for any modification, suspension or discontinuance of the Program. In the event that You do not agree with any such modification, You shall terminate its participation in the Program, which shall be Your sole and exclusive remedy.
13. LIMITATION OF DAMAGES
WYOSEO.COM WILL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE OR PROFITS ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF WYOSEO.COM WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, WYOSEO.COM’S AGGREGATE LIABILITY ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE AFFILIATE PROGRAM WILL IN NO EVENT EXCEED THE TOTAL REVENUE SHARE PAID OR PAYABLE BY WYOSEO.COM TO AFFILIATE UNDER THE AFFILIATE PROGRAM DURING THE IMMEDIATELY PRECEDING 3 MONTH PERIOD PRIOR TO THE DATE SUCH LIABILITY AROSE.
14. WARRANTY DISCLAIMER
WYOSEO.COM MAKES NO WARRANTIES, REPRESENTATIONS, GUARANTEES, OR CONDITIONS RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. IN PARTICULAR, WYOSEO.COM MAKES NO REPRESENTATION THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERUPTED OR ERROR-FREE.
15. Governing Law
This Agreement is governed by and in accordance with the substantive laws of Hungary, excluding its conflict of laws principles. Any lawsuit relating to this Agreement must be brought in the federal or state courts located in Budapest, Hungary.