DTH ADVENTURES AFFILIATE MARKETING PROGRAM
PLEASE READ THE ENTIRE AGREEMENT. YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND COLDWATER MEDIA, INC., PRODUCER OF “DRIVE THRU HISTORY” AND “DRIVE THRU HISTORY ADVENTURES.” COLDWATER MEDIA, INC., DRIVE THRU HISTORY, AND DRIVE THRU HISTORY ADVENTURES ARE COLLECTIVELY REFERRED TO IN THIS AGREEMENT AS “DTH ADVENTURES.”
BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING 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.
This Agreement contains the complete terms and conditions that apply to you becoming an Affiliate in the DTH Adventures Affiliate Marketing Program (“Program”). The purpose of this Agreement is to allow HTML linking between your web properties and the DriveThruHistoryAdventures.com website. Please note that throughout this Agreement, "we," "us," and "our" refer to DTH Adventures, and "you," "your," and "yours" refer to the Affiliate.
- Your Rights and Obligations
2.1. Begin the enrollment process by completing and submitting the online application at DriveThruHistoryAdventures.com. The fact that we may auto-approve applications does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion. We may cancel your application if we determine that your website or other web properties are unsuitable for DTH Adventures, including if they:
2.1.1. Promote sexually explicit materials.
2.1.2. Promote violence.
2.1.3. Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
2.1.4. Promote illegal activities.
2.1.5. Incorporate any materials that infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law.
2.1.6. Include "Drive Thru History," “Adventures,” “Dave Stotts,” or variations or misspellings thereof in the domain name.
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in the DTH Adventures Affiliate Program.
2.1.9. You may not create or design your website or any other web properties that you operate, explicitly or implied, in a manner which resembles our website nor design your website in a manner which leads customers to believe you are Drive Thru History, Dave Stotts, DriveThruHistoryAdventures.com, DriveThruHistory.com, or any other affiliated business.
2.2. As a member of the DTH Adventures Program, you will have access to the Affiliate Dashboard. Here you will be able to review our Program’s details and download HTML code, banners, and ads that provide tracked links to web pages in the DriveThruHistoryAdventures.com website. In order for us to accurately keep track of all guest visits from your websites to ours, you must use the HTML code that we provide for each text link, banner, ad, or other affiliate link.
2.3. We reserve the right, at any time, to review your placement and approve the use of your links and require that you change the placement or use to comply with the guidelines provided to you.
2.4. The maintenance and the updating of your sites will be your responsibility. We may monitor your sites as we feel necessary to make sure that they are up-to-date and in compliance regarding the promotion of DTH Adventures.
2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your sites. You must have express permission to use any person's copyrighted material, whether a writing, an image, a video, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.
- Our Rights and Obligations
3.1. We have the right to monitor your sites at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your sites that we feel should be made. If you do not make the changes to your sites that we feel are necessary, we reserve the right to terminate your participation in the DTH Adventures Program.
3.2. We reserve the right to terminate this Agreement and your participation in the Program immediately and without notice to you should you commit fraud in your use of the DTH Adventures materials or should you abuse this Program in any way. If such fraud or abuse is detected, we shall not be liable to you for any commissions for such fraudulent sales.
3.3. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.
Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail or email. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
We may modify any of the terms and conditions in this Agreement at any time in our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in the Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
We handle all of the Affiliate tracking and payment through the Affiliate Dashboard. Your sales are earned and booked 60 days after the corresponding sale tracked to your account. Payments are dispersed to you via PayPal whenever your booked sales exceed an aggregate of $50.00.
- Access to Affiliate Dashboard
You will create a password so that you may enter your Affiliate Dashboard, which acts as your secure account interface to the Program. From your Dashboard, you will be able to view your reports that describe our calculation and payment of your commissions.
- Promotion Restrictions
8.1. You are free to promote your own websites, but naturally, any promotion that mentions DTH Adventures could be perceived by the public or the press as a joint effort. You should know that we always prohibit certain forms of advertising. For example, advertising commonly known as "spamming" is unacceptable to us and could cause damage to our name and brand. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups, and cross-postings to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote DTH Adventures, as long as the recipient is already a customer or subscriber of your services or website, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote DTH Adventures as long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your websites as independent from DTH Adventures. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
8.2. Affiliates that bid in their Pay-Per-Click campaigns on keywords such as Drive Thru History, Drive Thru History Adventurers, Dave Stotts, DriveThruHistoryAdventures.com, DriveThruHistory.com, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from the Program. We will do everything possible to contact the Affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior.
- Grant of Licenses
9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our website through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of the Program. You agree that all uses of the Licensed Materials will be on behalf of DTH Adventures and the good will associated therewith will inure to the sole benefit of DTH Adventures.
9.2. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene, or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
DTH ADVENTURES MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING OUR SERVICE, WEBSITE, OR THE CURRICULUM RESOURCES PROVIDED THEREIN. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR WEBSITE OR THE AFFILIATE DASHBOARD WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
- Representations and Warranties
You represent and warrant that:
11.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
- Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES EARNED BY YOU UNDER THIS AGREEMENT.
You hereby agree to indemnify and hold harmless DTH Adventures, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.
14.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and DTH Adventures. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your websites or any other social media or web properties, that reasonably would contradict anything in this section.
14.2. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Colorado without regard to the conflicts of laws and principles thereof.
14.3. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
14.4. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
14.5. You understand that you may have income tax consequences related to commissions earned under the Program. As such, you may receive a tax reporting document related to your aggregate commission earnings in any given year under this Agreement. Regardless of our reporting, you hereby agree that you are fully responsible for any and all federal and state income tax reporting and tax payments related to your earnings under this Agreement.
14.6. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this Agreement shall have full force and effect.