Affiliate Terms of Service
I. Parties to this Agreement
"Media Lab, Inc." is a registered D.B.A. for As Is Software, Inc, hereafter referred to as "Media Lab". As Is Software, inc. is a Colorado Corporation with its principal place of business at 2501 Lanyon Drive, Longmont, CO 80503. This agreement is entered into by Media Lab and each of its Affiliate(s). "You", "Your" refers to each and every affiliate or sub-affiliate of Media Lab's affiliate program. Participation in the program constitutes full and complete acceptance of the Term of Service set forth herein.
II. Media Lab Responsibilities
A. Coded URL
Upon your acceptance, Media Lab will provide you with a URL coded to specifically identify you, which will allow you to create a link to Media Lab's web site. You may post this link in any location, as many times as you like subject to the remaining terms of this agreement regarding acceptable links.
Media Lab agrees to track the customers referred to Media Lab via the link provided to you for that purpose. Media Lab utilizes cookies, IP address and other click history tools to maintain tracking information for the lifetime of each referral. Media Lab will pay you a commission for each such referral made in compliance with this agreement pursuant to the commission schedule and the terms set forth in this affiliate agreement.
III. Affiliate Responsibilities
A. Minimum Age
You agree that you are 18 years of age or older on the date that you first approve the terms hereof. You agree that you are in a jurisdiction where participation in the Media Lab affiliate program does not violate any law, ordinance, regulation or standard.
B. Operative Link
You agree to take full responsibility for ensuring the proper and continuing operation of your coded URL. You agree that you will notify Media Lab if your coded URL ceases to function or ceases to function properly.
You agree that you will not make any representations, promises, warranties or other statements about Media Lab or the Media Lab web site, products or policies other than as may be expressly approved in writing by Media Lab or as other wise provided to you by Media Lab for that purpose.
You may use the coded URL provided by Media Lab via the available Media Lab Link Generator or in any other form you wish provided that your use of the URL is not in any way disparaging of Media Lab or otherwise not appropriate or acceptable in Media Lab's sole opinion and judgment. You may not violate any copyright, trademark or other intellectual property right of Media Lab or any other party. You may not violate the Media Lab General Terms of Service.
You agree that Media Lab may amend this agreement at any time without notice to you. You agree to keep advised of any changes to this agreement by checking the Media Lab web site on a periodic basis.
F. Customers of MediaLab
Media Lab will have the sole right and responsibility to service all customers secured through your coded URL. All dealings with customers for related services shall be directly and solely between customer and Media Lab. Media Lab shall have the right and obligation to determine all pricing and product offerings and shall have the right to make any changes thereto without notice to affiliate. All customers of Media Lab regardless of origin or referral are the sole property and responsibility of Media Lab.
A. Commission Rate
Commissions are paid on a recurring basis for each new software product purchased via your coded URL subject to the terms and conditions set forth herein. There will be no obligation to pay any other commission. The current commission rate of an affiliate sale is based on the product as well as the billing cycle of the purchased product. Affiliates are credited for all monthly transactions for the lifetime of each referral. A commission is not finalized until it becomes a Qualified Commission, even after the payment of a commission has been made.
B. Qualified Commission
A "qualified commission"" is one for which a sale has been made after you have more that one hundred dollars ($100) in qualified commission.
C. Payment Date
Payments will only be paid above and after your commissions account balance reaches an initial level of at least one hundred ($100). Media Lab will not make a payment on the first one hundred dollars ($100) qualified commissions recorded. Once this minimum commission balance is recorded commissions are paid at the end of month following the month in which the commission was generated and after the initial qualified commission met that minimum level.
D. Payment Form
Commissions can be paid in two available methods. These are by an Media Lab check (drawn on a United States bank and in US Dollars), or through a PayPal account. Checks are sent to the address you provide at registration. Any changes to this address must be sent via email to firstname.lastname@example.org. Media Lab is not liable or responsible for any inability or cost associated with accepting or claiming this check. For payments to be made through PayPal, you must provide us with your affiliate username and your PayPal ID. As with the information necessary for wire transfers, this information should be sent to email@example.com.
E. Tax Regulation
Due to the tax laws of the Internal Revenue Service (IRS), the United States Department of Treasury requires that every individual or corporation who is receiving affiliate commissions must submit a completed and signed W8 or W9 form. For affiliate payouts, we must have the completed and signed form in our possession and made available to IRS. You may download a blank W8 or W9 document using the links below. The W9 form is for US residents whereas the W8 form is for international affiliates. To avoid any delays in your affiliate payments, please submit the appropriate document, properly filled out and signed, to one of the following resources:
Get blank W9 here:
Get blank W8 here:
Facsimile on: (303) 479-9217 or firstname.lastname@example.org
V. Ownership and Licenses
A. Property Ownership
Each party to this agreement shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.
Media Lab grants you as an affiliate a revocable, non-exclusive, worldwide License to use, reproduce and transmit the Media Lab logos, trademarks and service marks on your site and only your site for the sole purpose of facilitating a link between your site and Media Lab to accomplish the purpose and intent of this affiliate agreement. You may also use the links and images located in the link generator prepared specifically for that purpose subject to the same terms and conditions. You may not otherwise use, copy, distribute, change, modify, or otherwise alter any such property. This License is neither assignable nor transferable.
C. Cease use upon Demand
You agree to immediately cease the use of any mark upon request made by Media Lab to the email address provided by you and maintained on file for you by Media Lab. You agree to immediately cease the use of any link created by you to Media Lab upon request by Media Lab to the email address provided by you and maintained on file for you by Media Lab.
A. Effect upon Commission
Either party may terminate this agreement at any time upon notice in writing to the other party. Other than any termination under paragraph 6.B. herein, any commission which has become a qualified commission as of the date of such termination will be paid post termination. Any commission, which is not a qualified commission as of the date of notice of termination, shall not thereafter become a qualified commission.
B. Breach of this Agreement
The breach of this agreement, or any provision thereof, knowingly or otherwise, willful or otherwise, is grounds for immediate suspension or at the sole option of Media Lab, termination of this agreement in its entirety.
Suspension under this paragraph shall mean the withholding of all commission payments qualified or otherwise until such breach is cured. Suspension if not cured within a reasonable time as determined by Media Lab will become a termination under 6.B. as of the date of the initial suspension.
Upon termination of this agreement all rights and licenses granted by this agreement are immediately revoked. Sections VII shall survive such termination and remain in full force and effect.
Each party represents to the other that it has full binding authority to enter into this agreement and in the case of any entity other than an individual that the person assenting to the terms of this agreement has the full binding authority of the entity purportedly bound.
You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and Media Lab that you will not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy.
C. Violation of Law
You vow to uphold the laws of your respective jurisdiction and that you will not violate any applicable law, ordinance, regulation or standard. You understand and accept responsibility to file any necessary paperwork or tax forms with the appropriate parties for any and all payments made as a result of this service and the terms and conditions set forth herein.
D. Terms of Service
You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and Media Lab that you agree to be bound by all terms and conditions of this document and any applicable terms and conditions set forth in the Media Lab terms of Service which are incorporated herein as though set forth at length herein.
E. Unsolicited Email
You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and Media Lab that you will not use or otherwise permit the use of unsolicited commercial email (a.k.a. SPAM) in relation to the Media Lab Affiliate Program.
You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and Media Lab that you will not transmit any information which is or might be considered to be defamatory or libelous.
You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and Media Lab that you will not transmit any information which is or might be considered to be lewd, pornographic or obscene.
H. Unfair Competition
You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and Media Lab that you will not violate any laws regarding unfair competition, anti-discrimination or false advertising or the Media Lab Terms of Service.
I. Damage to Media Lab
You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and Media Lab that you will not take any action that would in any way damage Media Lab or otherwise compromise it's web site or database including utilize or otherwise transmit at any time contain viruses, Trojan horses, worms, time bombs or other similar harmful or deleterious programming routines.
J. No Automatic Links
You agree not to utilize any link that is or can be initiated automatically without the user clicking on the link.
K. Warranty Disclaimer
YOU ACKNOWLEDGE AND AGREE THAT ANY SERVICES OR MATERIALS PROVIDED BY MEDIA LAB PURSUANT TO THIS AGREEMENT ARE PROVIDED AS IS, WITH ALL FAULTS AND AS AVAILABLE, AND THAT MEDIA LAB MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUPPLIERS, DISTRIBUTORS AND LICENSORS, ANY WARRANTIES AS TO THE USEFULNESS, ACCURACY, RELIABILITY OR EFFECTIVENESS OF ANY SERVICES OR MATERIALS PROVIDED HEREUNDER OR THAT THE SERVICES PROVIDED HEREUNDER WILL BE UNINTERRUPTED, ERROR FREE OR AVAILABLE THROUGH ANY PARTICULAR METHOD OF DISTRIBUTION, OR THAT ANY SERVICES OR MATERIALS PROVIDED PURSUANT TO THIS AGREEMENT WILL WORK WITH EVERY INTERNET BROWSER, OR THAT DEFECTS HAVE BEEN OR WILL BE CORRECTED, OR THAT SUCH SERVICES OR MATERIALS WILL MEET THE NEEDS OF ANY PARTY. WITHOUT LIMITING THE FOREGOING, AND EXCEPT AS OTHERWISE PROVIDED HEREIN, MEDIA LAB DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT WILL MEDIA LAB BE LIABLE TO YOU FOR ANY SERVICE FAILURE, DISRUPTION, DOWNTIME OR INCORRECT LINKAGE UNDER THIS AGREEMENT.
L. Limitation of Liability
IN NO INSTANCE SHALL MEDIA LAB BE LIABLE TO YOU FOR LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING WITHOUT LIMITATION, NEGLIGENCE), ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER OR NOT MEDIA LAB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE THAT COMMISSIONS AGREED UPON IN THIS AFFILIATE AGREEMENT ARE BASED IN PART UPON THESE LIMITATIONS, AND THAT THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. Notwithstanding the foregoing, this section shall not limit either party liability to the other for (i) willful or malicious misconduct; (ii) gross negligence; (iii) indemnification under Section 7.M. or (iv) either party's liability for death or personal injury or their own acts of fraud.
You agree to indemnify, defend and hold harmless Media Lab and its affiliates, directors, officers, employees and agents, harmless of and from any and all liability, losses, damages, injuries or expenses (including attorney's fees and expert witness charges) arising out of any claimed or alleged action or inaction toward any third party whether such claimed or alleged action or inaction arises out of a claim of misuse of copy written materials, License violation, domain misuse, trademark misuse or any active or passive negligence.
N. Independent Contractors
Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.
O. Choice of Venue
This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of Colorado. Any action to enforce this Agreement shall be dealt with by the appropriate court of competence within Boulder County.
The provisions of this Agreement are independent of and 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.
This agreement constitutes the entire understanding of the parties and revokes and super cedes any and all prior agreements and is intended to be a full and complete expression of the agreement between the parties. This agreement shall not be modified except in writing by the posting of a new agreement by Media Lab on the Media Lab web site.
R. Use Constitutes Full Acceptance and Signature
Your agreement to the terms set forth herein is manifested by any participation in the Media Lab affiliate program including the submission of the affiliate application form and the collection of any commission under this agreement. This agreement may be modified, amended, altered or otherwise changed by Media Lab without notice to any other party other than changing the agreement itself made available by Media Lab to the affiliates on the Media Lab web site.