FileFlyer

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FileFlyer Affiliate Program Agreement

THIS IS A LEGAL AGREEMENT BETWEEN YOU ("Affiliate") AND SPEEDBIT LTD. ("SpeedBit"), the OPERATOR OF FILEFLYER.COM ("FileFlyer") AND THE PROVIDER OF THE FILEFLYER.COM AFFILIATE PROGRAM (the "Affiliate Program").

BY PARTICIPATING IN THE AFFILIATE PROGRAM, YOU AGREE 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.

SpeedBit may, in its sole discretion, make changes to terms of the Affiliate Program, from time to time. Each time such changes are made, a revised version of this Agreement, will be posted on this page. Your continued use of the Affiliate Program, following such posting of changes constitutes your acceptance of any such changes. You can review and are encouraged to check, from time to time, the most current version of this Agreement on this page. At all times, the latest version of this Agreement shall be binding and prevail over any other version.

The use FileFlyer and the Affiliate Program is subject to SpeedBit's other legal terms available at:
http://www.fileflyer.com/affiliate/legal/terms.aspx.

All affiliates must be 18 years of age or older. If you are under 18 years of age, you are not permitted to be an Affiliate.

User Account

In order to participate in the Affiliate Program you must create a user account (the "Account"). As part of the registration process, you must select a password (the "Password") and a user Name (the "User Name"). You shall provide SpeedBit with accurate, complete, and updated Account information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your Account.
You may not (i) select or use a User Name of another person with the intent to impersonate that person; (ii) use a name subject to the rights of any other person without authorization; or (iii) use a User Name that SpeedBit, in its sole discretion, deems inappropriate or offensive.
You shall notify SpeedBit of any known or suspected unauthorized use(s) of your Account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your Password. You shall be responsible for maintaining the confidentiality of your Account.
Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your Account, at SpeedBit’s sole discretion, and you may be reported to appropriate law-enforcement agencies.

Linking Policy

SpeedBit will provide the Affiliate with a unique referral link (the "Affiliate Link") to be used by the Affiliate in the Affiliate Program.
The Affiliate shall not misrepresent the products and services of SpeedBit. Affiliate further undertakes not to advertise on websites that promote sexually explicit material, violence, warez or pirated materials, or websites that promote discrimination based on race, sex, religion, national origin or nay other illegal activities.

Pricing and Payments

SpeedBit shall have the sole right to determine the pricing and sales policy of the services offered FileFlyer. All determinations made by SpeedBit will be final and binding on all parties. SpeedBit may change its pricing from time to time at its sole discretion.

Affiliate will be eligible for a commission as outlined on http://www.fileflyer.com/affiliate/commission.aspx (the "Commission"). The Commissions are based on the percentage of an actual sale in effect at the time of sale made on the Unlock service on FileFlyer and are paid in $US only, according to the high exchange rate on the day of payment. For the removal of any doubt, Commissions are accumulated in favor of an Affiliate’s Account, only upon their actual receipt by SpeedBit.

Payments will be made by SpeedBit once a month on all Commissions accumulated up to and including the last day of the previous month. If the Affiliate's Commissions are under $US40 (the "Minimum Balance"), these Commissions will be carried forward to the next month, until the Account's balance reaches the Minimum Balance. Payments will only be made to the Affiliate via the PayPal.com account of the Affiliate, which must be, at all times, consistent with the email address provided under the Account. For the removal of any doubt, the Commissions will only be made on funds actually received by SpeedBit.

Payments due to an Affiliate Account which has been terminated will be forfeited. Affiliates who cancel their Affiliate accounts will no longer be eligible to participate in the Affiliate Program in the future. Any attempt to re-establish an Affiliate Account or to earn further Commissions after the cancellation of an Affiliate Account will be regarded as fraudulent.

Affiliate is solely responsible for ensuring that their Affiliate Link is set up properly to qualify for commissions. SpeedBit is not responsible for the failure to assign commissions to an Affiliate if the same result from the improper formatting of any Affiliate Links.

SpeedBit will only pay Commissions on sales that are tracked through SpeedBit’s Afiiliate Program tracking system and indicate the Affiliate as the source of the visit to FileFlyer. Affiliate has no right for Commissions if the user later returns to FileFlyer through another source or Affiliate Link, and makes a purchase.

Term and Termination

Either party may terminate this Agreement at any time for any reason. Any credits due to an Affiliate at the time of termination will be forfeited.

SpeedBit reserves the right to terminate this Agreement and the Affiliate's participation in the Affiliate Program immediately and without notice to the Affiliate should the Affiliate commits fraud in the use of the Affiliate Program or should the Affiliate abuse this Affiliate Program in any way. If such fraud or abuse is detected, SpeedBit shall not be liable to the Affiliate for any payments due to Affiliate for such fraudulent referrals.

Independent Contractors

The Affiliate agrees that the Affiliate is an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Affiliate and SpeedBit. The Affiliate will have no authority to make or accept any offers or representations on behalf of SpeedBit. The Affiliate will not make any statement, whether on an Affiliate's website or otherwise, that reasonably would contradict anything in this Section.

In no event will SpeedBit be liable to the Affiliate for any damages of any kind, including but not limited to, compensatory damages, lost profits, lost data or any form of special, incidental, indirect, consequential or punitive damages of any kind whether based on breach of contract or warranty, tort (including negligence), product liability or otherwise, even if SpeedBit is informed in advance of the possibility of such damages.

Miscellaneous

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. (b) Except to the extent applicable law, if any, provides otherwise, this Agreement shall be governed by the laws of the State of Israel without giving effect to any principles of conflicts of laws thereof, and the eligible courts in the district of Tel Aviv shall have exclusive jurisdiction over all disputes between the parties; This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. (c) You may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein without the express written consent of SpeedBit. Upon reasonable notice posted on www.speedbit.com, SpeedBit may assign or transfer this Agreement at its sole discretion. (d) If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.


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