ColdCash Affiliate Program Terms & Conditions

Please take the time to read our terms of agreement before registering to become a part of our Affiliate Program. This document should clarify any questions or concerns you might have before deciding to apply to the Program. Freeze.com Affiliate Program Operating Agreement This agreement (the "Agreement") contains the complete terms and conditions that apply to your participation in the Freeze.com ColdCash Affiliate Program (the "Program"). As used in this Agreement, "we", “our”, “us” or "Freeze" means Freeze.com, LLC and "you" or “your” means the Applicant. Enrollment in the Program To begin the enrollment process, you must submit a completed application via the ColdCash Affiliate Website: http://publisher.w3i.com. We will review your application. We may reject it if we determine, at our sole discretion, that your Site is unsuitable. We do not allow websites that promote sexually explicit material, violence, illegal activities or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or that violate intellectual property rights. If we accept your application and your Site is thereafter determined to be unsuitable for the Program, we may immediately terminate this Agreement. If we reject your application or terminate your participation in the Program, you are welcome to reapply after 90 days. Definitions Agreement: This Agreement and all documents referenced herein. Content: Freeze.com products including screensavers, clipart, wallpaper, skins, and other content whose Required URL was made available to you. Engagement: occurs when you accept an Offer. Lead: A user who from a Qualifying Link completes a Qualified Installation. Link: A banner, button, icon, or other hyperlink to our Sites, which we will make available for your use, subject to the terms and conditions herein. Offer: Our promise to pay you a commission for placing a Qualifying Link on your website when it results in a Qualifying Installation, subject to the terms of this Agreement. Qualified Installation: a unique user who has completed the Content installation process having agreed to the terms of our privacy policy and software agreement, and is age 13 or older. Qualifying Link: a direct Link from your website to our Site using a Required URL and code supplied by us. Required URL: a Link from your website to our Site using a URL specified by us. Site: Freeze.com, LLC’s websites including www.freeze.com, www.screensaver.com, www.wallpapers.com, www.yourscreen.com, www.clipartcastle.com, www.wallpapervault.com and their related landing pages. Commissions We make Links available to Affiliates. The number, position, prominence and nature of the Links on your Site shall comply with any requirements specified by us. Except as otherwise provided herein, we agree to pay you on any Link that complies with our requirements, a commission for each U.S. and International Qualified Installation. The commission rates vary. Commissions for each Engagement are available at www.frezecoldcash.com. Freeze utilizes GUIDs, a software based identifier, to detect if we previously installed a product on the user’s computers. If a user completes a registration that we cannot track using a Link from your Site, you will not earn any commission for the registration. Offers and Engagements Each Engagement shall have a unique identification number and shall be governed by the terms and conditions of this Agreement. In the event of any inconsistency between the terms of the specific Engagement and the terms of this Agreement, the terms of the Engagement shall govern. Payment Schedule Freeze shall calculate commissions based on total number of Leads. Except as specified herein, if for any calendar month during the Term of this Agreement your calculated commission does not exceed fifty dollars (US $50) then you shall not receive payment of such commission at the conclusion of such month. You shall receive a commission payment at the conclusion of each calendar month during which the aggregate of your calculated commission for that month plus any previously unpaid commission(s) exceeds fifty dollars (US $50). Freeze will pay you commissions thirty (30) days following the month in which you earned them. To ensure prompt payment you must provide us accurate and complete address and contact information. All determinations of Qualifying Links, Installations and Leads and whether a commission is payable will be made by the Freeze.com and will be final and binding on both Freeze.com and you. Our Responsibilities We are responsible for the Content installation process. We are also responsible for all customer service requests. We are not responsible to you for reporting, maintaining or retaining any information in connection with, relating to or arising out of this Agreement. Your Responsibilities You are responsible for development, operation, and maintenance of your Site and for all materials that appear on your Site including: • the technical operation of your website; • all necessary and related equipment; • the Links to our Site; • the appropriateness of materials posted on your website; • ensuring that it does not violate or infringe upon the rights of any third party; including copyrights, trademarks, privacy, or other personal or proprietary rights; and • ensuring that materials posted on your Site are not libelous or otherwise illegal. Ownership and Licenses Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights, patents and proprietary technology, including without limitation, those names, logos, trademarks, service marks, trade dress, copyrights, patents and proprietary technology currently used or which may be developed or used by it in the future. Freeze.com grants you a revocable, non-exclusive license to use Freeze.com's name, logos, trademarks, service marks, trade dress and proprietary technology on your Site solely for creating Links from your website to our Site during the term of this Agreement. You shall ensure proper use of Freeze.com's name, logos, trademarks, service marks, trade dress and proprietary technology. Except as expressly set forth in this Agreement, you may not copy, transmit, display, use, reproduce, distribute, modify, reverse engineer, or create derivative works from the same. You may not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void. You grant to Freeze.com a non-exclusive, worldwide, royalty-free license to use, reproduce, distribute, display, and transmit any graphic, or banner ad submitted by you solely for co-branding purposes or as a return link from our Site to your website. We will remove such graphic or banner ad from our Site on request. You agree not to make any representations concerning Freeze.com, our Site, any of our products or services, or our Site policies, except as expressly authorized by us. You are responsible for notifying us about malfunctioning Required URLs or other problems. Relationship of Parties Nothing in this Agreement will be construed to create a partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. You will not have, and will not represent that you have, any authority to make or accept any offers or representations on our behalf. Term of Engagement The Term of an Engagement will begin upon acceptance of an Offer. At any time prior to your providing a Qualifying Link, we may with or without notice (a) change, suspend or discontinue any aspect of an Engagement or (b) remove, alter, or modify any graphic or banner ad submitted by us for an Engagement. You agree to promptly remove, alter or modify any graphic or banner ad submitted by us that you are using for an Engagement. Either party may terminate an Engagement at any time by indicating such termination in writing. Termination of an Engagement shall not terminate this Agreement or any other Engagement. Term of Agreement This Agreement shall continue in effect for one (1) year from the date of our acceptance of your Program application. Upon expiration of this initial term the Agreement shall automatically be renewed for one or more additional, successive one (1) year renewal terms unless terminated by either party prior to the expiration of the initial or any renewal term. Either party may terminate the Agreement prior to expiration, at any time, with or without cause, by providing written notice of such termination to the other party. Termination or expiration of the Agreement shall also terminate any pending Engagements. Upon the termination of this Agreement all licenses granted to you by Freeze under this Agreement are immediately terminated and you shall immediately cease use of, and remove from your Site: all Links to our Site; all Freeze trademarks, service marks, trade dress and logos; and all other materials provided by or on behalf of us to you pursuant to the Agreement or in connection with the Engagement. All rights and any provisions which, by their terms, are intended to will survive termination of this Agreement. Modification We may change the policies and operating procedures concerning user registrations, customer service, and product sales at any time. We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new Agreement on our Site. Modifications may include changes in the scope of available referral fees, fee schedules, payment procedures, and Engagement rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THE ENGAGMENT OR THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM OR ANY ENGAGEMENT FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. Representations Each party represents to the other that (a) it has the authority to enter into this Agreement, and (b) any material which is provided to the other party and displayed on the other party's Site will not (i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene; (v) violate any laws regarding unfair competition, anti-discrimination or false advertising; (vi) promote violence or contain hate speech; or (vii) contain viruses, Trojan horses, worms, time bombs, cancelbots or other harmful programming or code. Disclaimers WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM, ANY ENGAGEMENT, OR ANY PRODUCT SOLD THROUGH THE PROGRAM, (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE). IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF THE FREEZE SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE SHALL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. Indemnification You hereby agree to indemnify, defend and hold harmless Freeze and our affiliates, directors, officers, employees and agents, from and against all liability, claims, losses, damages, injuries or expenses including reasonable attorneys' fees relating to the development, operation, maintenance and contents of your Site. Limitation of Liability In no event shall we be liable for any indirect, special, exemplary, consequential or incidental damages, including any loss of revenue, profits or data, arising in connection with this Agreement, the Program or an Engagement, even if we have been informed of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement, the Program or an Engagement will not exceed the total commissions paid or payable to you under this Agreement. Miscellaneous This Agreement has been made in and shall be construed and enforced in accordance with the laws of the United States and the State of Minnesota, without reference to rules governing choice of laws. You expressly consent to the personal jurisdiction of the federal and state courts within Minnesota for any action relating to this Agreement, and waive any improper venue or inconvenient forum objections thereto. All notices to Freeze.com shall be sent via email to ryan@teamfreeze.com with a confirmation copy by U.S. mail to: Freeze.com, PO Box 1142, Saint Cloud, MN 56302, Attention: Ryan Weber The provisions of this Agreement are separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to this restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME, DIRECTLY OR INDIRECTLY, SOLICIT CUSTOMERS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. 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. Consent to Receive Electronic Records By participating in this program, you acknowledge that you are doing for a business purpose with the intention of earning money. As such, you are not our customer or user and you agree that you may receive information in electronic form. Subsequent to the execution of this Agreement, you may withdraw your consent to receive electronic records and receive a paper version of any document by printing it or by emailing us your name and address. However, we may use this as a basis for terminating this Agreement, as the only way to ensure that you are current with the most recent versions of any Engagement is to require that all Affiliates be able to receive and consent to receive information in electronic format, including e-mail or by accessing http://publisher.w3i.com. You will need a computer with a web browser and internet access to receive electronic records. You may need Adobe Reader available free from www.adobe.com for some documents. Electronic records may include terms and conditions, agreements, privacy policies, and other items. You should also have a printer connected to your computer on which you may print documents that you wish to retain as an archive or to be available to review when you are not able to access the public Internet.