Tucows Downloads

TUCOWS AFFILIATE CPC/REVENUE SHARING AGREEMENT

Legal Agreement. This is an Agreement between You and Tucows.com Co. ("Tucows"), the company that provides the services described below. This Agreement explains our obligations to you and your obligations to us. This Agreement is the entire Agreement between us. By participating in the Tucows Downloads Affiliate Program, you agree to adhere to the terms of this Agreement.

Updates. We may update this Agreement from time to time as the services available through Tucows Downloads grow and evolve. You should visit this page from time to time to review any changes. We may notify you if this Agreement changes, but this is a courtesy only. If you wish to ensure that you are notified immediately of changes to this Agreement, you may subscribe to the RSS feed for this page.

Effective Period. The Term of this Agreement is for the entirety of the period that you use the Tucows Downloads Affiliate Service. The effective date of this Agreement is the date you click "I Agree" and/or begin using the Tucows Downloads services described in this Agreement.

Termination. You may terminate this Agreement at any time and for any reason by disabling the service. Tucows Downloads also can terminate this Agreement at any time and for any reason.

Payment. You get paid based on the number of the users that click the download links hosted on your site. The amount that you get paid depends on several factors including how much advertisers are paying to be listed on your site and whether or not you also participate in the Tucows Downloads Mirror program. Participants in the Tucows Downloads Mirror program receive a substantially higher commission than other participants. For more information on the Tucows Downloads mirror program, including information about how you may become a member of that program, please contact developer@tucows.com. You understand that Tucows Downloads' payments under this Agreement are based on revenue generated from a variety of sources and aggregated and shared by Tucows Downloads pursuant to this Agreement. Because the monies shared by Tucows Downloads Affiliates and paid under this Agreement come from a variety of sources, Tucows Downloads cannot guarantee any per click revenue rate or any sums at all. By entering this Agreement, you understand that payment rates may vary and that Tucows Downloads cannot and does not promise any specific rate of return or that you will generate any revenue at all.

You will get paid at the beginning of every quarter (January, April, July, October) by check after your account generates at least $100 in revenue. After you have generated $100 in revenue each quarter, the amount generated will be deemed earned and payable to you. If you have not generated at least $100 in revenue for a quarter, your payment will be deferred until the first quarter after you meet the $100 minimum. If your account never generates more than $100, you will not be deemed to have earned any sums and will be entitled to no payouts under this Agreement. You will need to supply a valid payee and address to receive payment. In addition, those in the US will also have to supply us with a Tax ID before payment is issued. Forms for submitting your contact information are available on this site at http://www.tucows.com/affiliate/signup.html. As specified below, you are responsible for keeping this contact and payment information accurate and current.

Contact Information. Tucows Downloads needs the ability to reach you easily and quickly. You are responsible for ensuring that Tucows Downloads has accurate and current contact and billing information for you, including your full and real name, postal address, e-mail address, and voice and facsimile telephone numbers. You also must provide similar accurate and current contact information for all contacts in each field of your domain name registration record. Similarly, if you need to reach Tucows Downloads, you may contact us at Tucows.com Co., Registrant Affairs Office, 96 Mowat Avenue , Toronto, Ontario M6K 3M1, CANADA (Attention: Legal Affairs), Telephone: +1 (416) 535-0123, Facsimile: +1 (416) 531-5584, and E-Mail to lhutz@tucows.com.

Click-Through Traffic. Clicks on the Tucows Downloads Affiliate downloads must result from genuine user interest. Any method used to artificially generate clicks on the Tucows Downloads affiliate download module is strictly prohibited. These prohibited methods include repeated manual clicks, using robots, automated click generating tools, third-party services that generate clicks such as paid-to-click, paid-to-surf, autosurf, and click-exchange programs, or any deceptive software. Please note that clicking on your own download links for any reason other than for limited testing purposes is prohibited, as is encouraging others to click on your links through the use of misleading labels or graphics such as "support us", "click these links" and the like. Failure to comply with this policy may lead to your account being disabled and forfeiture of any CPC income earned to date.

Site Content. Tucows Downloads Affiliate downloads may not be used on any site containing the following content: (a) Violent content, racial intolerance, or advocacy against any individual, group, or organization; (b) Pornography, adult, or mature content; (c) Hacking/cracking content; (d) Illicit drugs and drug paraphernalia; (e) Excessive profanity; (f) Gambling or casino-related content; (g) Content regarding programs which compensate users for clicking on links or offers; (h) Sales or promotion of weapons or ammunition (e.g., firearms, fighting knives, stun guns); (i) Sales or promotion of beer or hard alcohol; (j) Sales or promotion of tobacco or tobacco-related products; (k) Sales or promotion of prescription drugs; (l) Sales or promotion of products that are replicas or imitations of designer goods; (m) Sales or distribution of term papers or student essays; (n) Any other content that is illegal, promotes illegal activity, or infringes on the legal rights of others; or (o) Any other material that Tucows Downloads, in its sole discretion, determines may tarnish the Tucows Downloads name or brand. Tucows Downloads has sole discretion to determine whether any online content meets or violates the standards set forth in this Paragraph.

Site Behavior. Sites showing Tucows Downloads Affiliate downloads should conform to the following guidelines: (a) Sites showing downloads from Tucows Downloads may not contain pop-ups or pop-unders that interfere with site navigation or change user preferences; (b) Clicks on Tucows Downloads download links may not result in a new browser window being launched; (c) This program may not be integrated into a software application without expressed, written approval; (d) No more than two download boxes may be displayed on any page; (e) Elements on a page must not obscure any portion of the download box; (f) Download boxes may not be placed on any non-content-based pages; (g) No download box may be placed on pages published specifically for the purpose of showing the download box or other ads, whether or not the page content is relevant. Tucows Downloads has sole discretion to determine whether any online content meets or violates the standards set forth in this Paragraph.

Identification of Source. The Tucows Downloads downloads must be identified with the text "Downloads by Tucows" and should click through to www.tucows.com. This text should be followed by one of the following Tucows Downloads logos: (a) http://author.tucows.com/images/tucowslogo20.gif (transparent gif); (b) http://author.tucows.com/images/tucowslogo20 .jpg. This text should be displayed along the top or bottom of each download (or group of downloads if they are shown as a group with no spacing between them). For examples of proper usage see below:

Please see the examples page for more information and examples.

Inactive accounts. If you are not active in the program (have not registered any impressions of the Tucows Downloads affiliate program on your site) for more than 12 consecutive months, we reserve the right to close your account and terminate this Agreement. If your account is closed, it will be subjected to the same terms as if you opted out that are listed below.

Opting Out / Termination. You can choose to opt out of this program at any time. If you opt out of this Agreement and choose to terminate, any revenue that has accumulated in your account will be paid under the same terms as listed above. If you have not met the $100 minimum for payout, your account will be closed and your accumulated credit will be forfeited.

Canadian Law. This Agreement is governed by and will be enforced in accord with the laws of the Province of Ontario, Canada and the federal laws of Canada. Any action brought against Tucows Downloads arising out of or relating to this Agreement must be brought in the courts of Toronto, Ontario, and you consent to the exclusive jurisdiction of such courts.

LIMITATION OF LIABILITY. You agree that our entire liability, and your exclusive remedy, with respect to any services provided under this Agreement and any breach of this Agreement is solely limited to the amount you paid as subscription fees. Tucows Downloads and its directors, employees, affiliates, subsidiaries, agents and third party providers, ICANN and the applicable registries shall not be liable for any direct, indirect, incidental, special or consequential damages resulting from the use or inability to use any of the services or for the cost of procurement of substitute services. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, in such states, our liability is limited to the extent permitted by law. We disclaim any and all loss or liability resulting from, but not limited to: (1) loss or liability resulting from access delays or access interruptions; (2) loss or liability resulting from data non-delivery or data mis-delivery; (3) loss or liability resulting from acts of God; (4) loss or liability resulting from the unauthorized use or misuse of your account identifier or password; (5) loss or liability resulting from errors, omissions, or misstatements in any and all information or services(s) provided under this Agreement; (6) loss or liability resulting from the interruption of your service. You agree that we will not be liable for any loss of registration and use of your domain name, or for interruption of business, or any indirect, special, incidental, or consequential damages of any kind (including lost profits) regardless of the form of action whether in contract, tort (including negligence), or otherwise, even if we have been advised of the possibility of such damages.

DISCLAIMER OF WARRANTIES. You agree that your use of our services is solely at your own risk. You agree that such services are provided on an "as is," "as available" basis. We expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. We make no warranty that the services will meet your requirements, or that the services will be uninterrupted, timely, secure, or error free; nor do we make any warranty as to the results that may be obtained from the use of the service or as to the accuracy or reliability of any information obtained through the service or that defects in the service will be corrected. You understand and agree that any material and/or data downloaded or otherwise obtained through the use of service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data. We make no warranty regarding any goods or services purchased or obtained through the service or any transactions entered into through the service. No advice or information, whether oral or written, obtained by you from us or through the service shall create any warranty not expressly made herein.