SUCCESSFULMATCH.COM, INC.

TALLFRIENDS.COM AFFILIATE PARTNER PROGRAM AGREEMENT

This TALLFRIENDS.COM AFFILIATE PARTNER PROGRAM AGREEMENT is between SuccessfulMatch.com, Inc., a Delaware corporation (“we”, “us”, or “our” or the “Company”), and each individual (“Affiliate Partner”, “you” or “your”) that joins and/or participates in the Company’s Sites Affiliate Partner Program, as defined herein, which is offered by the Company with regard to the Company’s TallFriends.com dating services (the “TallFriends Service”).

1. Introduction

In addition to any other defined terms herein, the following terms have the following meanings:

  • “Affiliate Partner”, “you”, or, “your” has the meaning set forth above, provided, however, for clarity and the avoidance of doubt, an “Affiliate Partner” for purposes of this Agreement does not include any parent entity, subsidiary entity, or other affiliated entity of the Company or any employee, officer, director or agent of the foregoing.
  • “Affiliate Partner Program” means the Company’s program pursuant to which an Affiliate Partner directs individual traffic to the Company’s TallFriends Service in order to encourage those individuals to sign up as new Members of the TallFriends Service.
  • “Affiliate Partner Site” refers to the Affiliate Partner’s website and/or app from which the Affiliate Partner will link to the Company’s TallFriends Service.
  • “Agreement” means, collectively (i) this Tallfriends.com Affiliate Partner Program Agreement; (ii) the Program Rules, as defined herein; (iii) the Company’s Privacy Policy, as defined herein; and (iv) any other documents or materials incorporated herein by reference.
  • “Company Policies” has the meaning set forth in Section 3.4 herein.
  • “Company Privacy Policy” means the Company’s Privacy Policy, a copy of which is available at the following link: https://tallfriends.com/privacyPolicy.
  • “Program Rules” means any rules or procedures that the Company may promulgate at any time or from time to time governing the participation in the Sites Affiliate Partner Program.

The Affiliate Partner Program is operated by the Company and this Agreement contains the terms and conditions that govern each Affiliate Partner’s participation the Affiliate Partner Program that is related to the Company’s TallFriends Service.

BY CHECKING THE "I AGREE" BOX, BY OTHERWISE BECOMING AN AFFILIATE PARTNER OF THE COMPANY OR BY OTHERWISE PARTICIPATING IN THE COMPANY’S AFFILIATE PARTNER PROGRAM, YOU HEREBY AUTOMATICALLY UNDERSTAND, AGREE AND CONSENT AS FOLLOWS:

  • (I) THAT YOU HEREBY AUTOMATICALLY CONSENT TO BE BOUND BY, AND HEREBY AUTOMATICALLY AGREE TO, ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT (AS DEFINED ABOVE), INCLUDING WITHOUT LIMITATION ALL TERMS AND CONDITIONS OF BECOMING AN AFFILIATE PARTNER (AS DEFINED ABOVE), THE ALTERNATIVE DISPUTE RESOLUTION PROVISIONS SET FORTH HEREIN, AND THE COMPANY’S PRIVACY POLICY; AND
  • (II) THAT YOU REPRESENT AND CONFIRM THAT YOU ARE AT LEAST 20 YEARS OLD AND HAVE REACHED THE AGE OF MAJORITY AND LEGAL CONSENT IN THE JURISDICTION IN WHICH YOU LIVE OR RESIDE.
  • (III) THAT YOU FURTHER CONSENT TO THE COLLECTION AND PROCESSING OF CERTAIN PERSONAL AND OTHER INFORMATION ABOUT YOU PURSUANT TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE COMPANY PRIVACY POLICY.

THE TERMS AND CONDITIONS OF THIS AGREEMENT MAY BE CHANGED BY US AT ANY TIME, AND FROM TIME TO TIME IN OUR SOLE DISCRETION, WITH OR WITHOUT NOTICE. YOUR CONTINUED PARTICIPATION IN THE AFFILIATE PROGRAM FOLLOWING SUCH CHANGES WILL BE DEEMED ACCEPTANCE OF SUCH CHANGES. THEREFORE, YOU SHOULD RETURN TO THIS PAGE PERIODICALLY TO ENSURE FAMILIARITY WITH THE MOST CURRENT VERSION OF THIS AGREEMENT.

NO CHANGES (ADDITIONS OR DELETIONS) BY YOU TO THE AGREEMENT WILL BE ACCEPTED BY THE COMPANY.

IF YOU DO NOT WISH TO ACCEPT ALL TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT (AS DEFINED HEREIN), THEN YOU SHOULD NOT CHECK THE "I AGREE" BOX, BECOME AN AFFILIATE PARTNER OR CONTINUE TO PARTICIPATE IN THE AFFILIATE PROGRAM.

THIS IS A BINDING CONTRACT BETWEEN YOU AND THE COMPANY, AND YOU SHOULD DOWNLOAD AND PRINT THIS AGREEMENT FOR YOUR RECORDS.

2. Acceptance of the Affiliate Partner Application and this Agreement

2.1 You must submit an application to the Company in which you request that the Company accept you as an Affiliate Partner in the Company’s Affiliate Program related to the TallFriends Service (“your application”). The Company’s approval of your application to become an Affiliate Partner is conditional upon your making truthful representations in that application and you satisfying the Company’s then-current criteria for its Affiliate Program. We reserve the right to immediately cancel this Agreement and, thus, terminate your status as an Affiliate Partner, if we determine (in our sole discretion) that you have made false representations in your application or have otherwise breached this Agreement.

2.2 If the Company accepts your application to become a new Affiliate Party, your action of checking the “I agree” box and/or your act of accepting the position Affiliate Partner, and/or your action of continuing to participate in the Affiliate Program automatically:

  • (i) constitutes your consent to all of the terms and conditions of this Agreement and to the other covenants and representations as set forth in Section 1 of this Agreement; and
  • (ii) constitutes your representation and warranty that: (a) you have the necessary and full rights, power, authority, and capabilities to enter into this Agreement and to perform its obligations hereunder, and (b) the acceptance and performance of your obligations under this Agreement will not violate the rights of any third party, nor any applicable federal, state, and local law or regulation.

3. Your Account, Log-In Combination and Tax Identification Number; Referral Process; Commission Earned

3.1 Upon the Company’s approval of your application to become a new Affiliate Partner, You may access your account with your email and password (your “Account”). It is your responsibility to not reveal to any other party your login information or any other information in your Account. If you are based in the United States of America, you must provide us with a Social Security number, employer identification number, or taxpayer ID number for payment and record keeping purposes. If you fail to provide us with a valid Social Security number, employer identification number, or taxpayer ID, or any other information that we require, you forfeit your right to a commission and will be in breach of this Agreement. If you are a non-U.S. based Affiliate Partner, you must provide us with any tax identification number that your government may require you to provide to us or any other information we require, otherwise you forfeit your right to a commission and will be in breach of this Agreement.

3.2 For purposes of this Agreement, the term “New Customer” means an individual that you have channeled or directed to the Company during the Term of this Agreement for the purpose of recommending that individual as a new “Member” of the Company’s TallFriends Service, subject to the following terms and conditions:

  • (i) any individual who is already a member of the Company’s TallFriends Service does not qualify as, and is not deemed to be, a New Customer under this Agreement; and
  • (ii) before any such individual shall be considered a “New Customer” under this Agreement, the individual must also:
    • (a) Fully satisfy all of the Company’s requirements and pre-requisites of being a Member of the Company’s TallFriends Service, including without limitation such individual must have consented to, and remain in compliance with, all of the Company Policies, as such term is defined in Section 3.3 herein.
    • (b) Fully satisfy any other requirements and pre-requisites set forth in this Agreement, including without limitation this Section 3, and
    • (c) Be officially accepted by the Company as a Member of the Company’s TallFriends Service.

For clarity and the avoidance of doubt, only those individuals that satisfy the foregoing requirements and pre-requisites shall be deemed to be a “New Customer” that has been referred by you to the Company for purposes of calculating any Commission, as defined herein, under this Agreement (a “Referral(s)” or “Referred”).

3.3 Pursuant to the terms and conditions of this Agreement, including without limitation this Section 3, you are entitled to earn a Commission (as defined below) only for each New Customer that you have Referred to the Company to the TallFriends Service during the Term of this Agreement. You further agree that except for such Commission, the Company has no other obligation to pay you any other compensation for any such individual, New Customer or Referral.

3.4 Without limiting any other provisions herein, the Company’s End User Service Agreement, Company Privacy Policy, and any and all of the Company’s other rules, operating procedures, policies, website use agreements and other agreements that the Company has adopted at any time and from time to time applicable to its Members (collectively “Company Policies”) will apply, without exception; to all New Customers you have Referred to us. We reserve the right to reject any membership application or subscription order (hereinafter collectively referred to as either a “subscription” or “membership”) of any individual that you have Referred to us who seeks to be a New Customer if that individual does not comply with our Company Policies and the other requirements and pre-requisites set forth in this Agreement.

3.5. Commissions shall be calculated pursuant to, and are subject to, the following additional terms and conditions:

  • Amount of Commission. You are only entitled to earn a commission for each New Customer (as defined herein) that you have Referred to the Company during the Term of this Agreement and has met all of the other requirements and pre-requisites set forth in this Agreement (the “Commission”) The Company continuously updates (and reserves the right to update from time to time and at any time) the Commission calculation rules and your Commission earnings on the Affiliate Partner section of the TallFriends Service, and any such updated Commission calculation rules are effective as of the date the same have been posted by the Company. Thus, you should regularly log into the Affiliate Partner section of the TallFriends Service to stay informed on the then-current Commission calculation rules and your particular Commission earnings.
  • Subscription/Membership Fees for Our Members. The fees or amounts that we charge our Members for their subscriptions or membership, including without limitation those charged to any New Customer that you have Referred to us, will be determined by us in our sole discretion and without notice to you. Such subscription/membership fees may vary from time to time as determined by us in our sole discretion and without notice to you.
  • Qualifying New Subscription/Membership of a New Customer. A subscription/membership fee of a New Member will only be eligible for calculation in any Commission when we have actually collected a cash payment for such subscription/membership on our TallFriends Service by way of a valid credit card, check, or money order or other legitimate payment means. We reserve the right to not pay a Commission for any individual who (i) was previously a subscriber or member of the TallFriends Service; (ii) discontinues a subscription/membership, and re-signs as a new subscriber/member under the same or a new username dropping the old subscription/membership, or (iii) subscribes or seeks membership as a result of churning by you. For purposes of this Agreement, the definition of “churning” includes, without limitation, the activity of initiating and canceling subscriptions by you or your agents such that it appears to us that the activity is not to provide us with customers who are actually interested in our website but, instead, the activity is primarily to create commission for you. We reserve the right to deny a Commission when we determine, in our absolute and sole discretion, that a subscription is the result of churning.
  • No Commissions Upon Renewals. You shall not be entitled to receive, and you shall not be paid, any Commissions on renewing subscriptions or memberships for the New Customers you initially Referred to us.
  • Refunds, Charge-backs, and Bad Checks. If a subscription/membership is later refunded to the New Customer or charged back by the New Customer, or if a New Customer’s check does not clear, if there is any associated returned check or if there is any other refund made to the New Customer for any reason (collectively referred to as “Charge Backs”), then the Company reserves, in its sole discretion, the right to deduct the amount of any and all such Charge Backs from any and all amounts owed by the Company to you for any Commissions under this Agreement.
  • All Company Policies Apply to All Orders. Every person who is referred by you and buys a subscription to the TallFriends Service is deemed to be our customer. You do not have the authority to make or accept any offer on our behalf. All of our Company Policies (as defined above in Section 3.4 herein) regarding customer orders, including pricing and problem resolution, will apply to these customers. We are not responsible for any representations made by you that contradict our Company Policies.
  • Subscription Payment Processing. We will be solely responsible for processing every subscription order placed by a customer referred by you. Payment processing, renewal payment processing, cancellations and refund processing, and related customer service are our sole responsibility.
  • Tracking of Subscription Sales. We will be solely responsible for tracking subscription sales referred by you. To protect our customer privacy, names or other personal information about specific customers will not be provided to you but shall be retained exclusively by us. In addition, all personal information about specific customers collected by us shall be owned solely and exclusively by us. You agree that your sole role as an Affiliate Partner under this Agreement is limited to referring prospective New Customers to us, and you agree not to represent that you are collecting information for the TallFriends Service or for the Company.
  • Minimum Payment Amount. It is the Company’s current payment policy to only pay earned Commissions once they have reached or exceed $100 (the “Minimum Payment Policy). By way of example, only under our current Minimum Payment Policy: (a) if you earned a Commission of only $60 one month, that $60 will be added to the next month’s Commission and will only be paid to you once your Commission reaches or exceeds $100; and (b) if you have earned a Commission of $240, you will be paid that $240 in the next regular payment period. The Company reserves the right to change its Minimum Payment Policy (including without limitation, lowering or raising the minimum dollar amount) at any time and from time to time.
  • Chargebacks and Creditbacks. The Company does not pay a Commission to any Affiliate Partner for any chargebacks or creditback rates of 7% or greater. Creditback is defined as a Member who cancels their membership and receives a credit. Chargeback is defined as a refund of a payment for a Member after the credit card has been processed.
  • Converting Payout Method. After reviewing Affiliate Partner statistics, we will automatically convert traffic whose upgrading ratios are lower than 2%, which we may change (without giving any individual notice to you) at any time, and from time to time, on our website or in the Affiliate Partner section of the TallFriends Service, which change shall be effective as of the date it is posted by the Company. Thus, it is each Affiliate Partner’s responsibility to review the Company’s website and/or the Affiliate Partner section of the TallFriends Service for any such changes. For example, after reviewing Affiliate Partner statistics, we have the right to convert Affiliate Partners whose upgrading ratios are below 2% from “Per Lead Payout” to “Per Sale Payout” without notification. After the conversion, the Commission for the previous month is recalculated under the Per Sale Payout. If you do not agree with our decision to change the schedule, your Affiliate Partner status, and this Agreement, will be terminated.
  • Commission Subject to Company’s Right of Offset. Affiliate Partner hereby agrees that the Commission is subject to the Company’s Right of Offset as set forth in Section 9 herein.
  • Withholding / Reduction Pending Review. The Company may withhold or reduce any payments otherwise due to you while it investigates or resolves suspected non-compliance, fraud, low-quality traffic, or disputes related to your Referrals. If the Company determines that a violation occurred, the Company may permanently withhold the affected amounts in addition to exercising any other remedies available under this Agreement.
  • Confidentiality. The provisions of this Agreement (including without limitation your Commissions and how the Company may calculate any Commissions) all emails and other written communications between you and the Company, any software, technology, programming, APIs, specifications, materials, guidelines and documentation, or other information designated “confidential” by the Company is confidential information of the Company and shall be kept confidential by Affiliate Partner and shall not be disclosed to any third party except: (i) upon the prior written consent of the Company, which we may or may not grant in our discretion; and (ii) as may be required by any court of competent jurisdiction, governmental agency, law, regulation or the rules of any stock exchange. You further agree as follows: (a) any violation of this Agreement shall constitute an immediate breach of this Agreement, upon which the Company has the right to exercise any and all remedies set forth in this Agreement, by law or by equity, including without limitation taking legal action against you for such breach; and (b) the duty of confidentiality and non-use set forth in this subsection (i) shall survive the expiration or termination of this Agreement for any reason.

4. Affiliate Partner’s Responsibility for Affiliate Partner Site and Content

You will be solely responsible and liable for the development, operation, maintenance and all materials and content that appears on your Affiliate Partner Site. You shall operate and maintain your Affiliate Partner Site in accordance with all applicable laws, rules and regulations.

5. Intellectual Property Rights

5.1 As an Affiliate Partner, you are not allowed to place any information, material or any other content that may violate any other party’s copyrights, trademarks/service marks, trade names, patent or other intellectual property rights. You agree that you shall be wholly responsible for any and all liabilities, claims, demands, causes of action, damages, and costs (including but not limited to attorney’s fees) caused directly or indirectly by your use, infringement or violation of another party’s copyrights, trademarks/service marks, trade names, patents or other intellectual property rights in any jurisdiction.

5.2 You further agree to the following provisions:

a. The following terms have the following meanings:

  • (i) “Company Trademarks” means, collectively: (i) the Company Tallfriends.com™ Trademark (as defined in Section 5.2(ii) herein) and any other trademarks, service marks and trade names used by the Company in association with TallFriends.com™ and/or the TallFriends Service; (ii) any other global trademarks, service marks or trade names used by the Company in association with its business anywhere.
  • (ii) “Company Domains” means, collectively: (i) the TallFriends.com domain name and any other domain names used in association with the TallFriends Service; (ii) any other domain names used by the Company in association with its business anywhere.
  • (iii) “Company Tallfriends.com Trademark(s)” means the Company’s “TallFriends.com™ trademark, MM™ trademark and “TallFriends™ trademark used by the Company in association with its TallFriends Service.
  • (iv) “Company Intellectual Property” means, collectively: (a) the Company Trademarks; (b) the Company Domains; (c) all other trademarks, services marks, trade names, domain names, copyright, patents and all other intellectual property rights of the Company globally; and (d) all goodwill associated therewith.

b. Subject only to the Limited Trademark License granted to the Affiliate Partner in Section 5.2(d) below, all global rights, title and interest (including without limitation all global intellectual property rights) in and to the Company Intellectual Property, including without limitation all Company Trademarks and Company Domains shall at all times remain the sole and exclusive property of, and are hereby reserved by, the Company.

c. Affiliate Partner shall not in any manner represent that they have acquired any rights in or to the Company Intellectual Property. For clarity and the avoidance of doubt, Affiliate Partner hereby further agrees that: (i) any and all use of any Company Intellectual Property by said Affiliate Partner, whether or not such use has been authorized by this Agreement, shall automatically inure to the sole benefit of the Company; (ii) you shall not anywhere, either directly or indirectly, file or submit any applications, or seek or obtain any registrations, that contain, in whole or in part, any Company Trademarks, Company Domains or any other Company Intellectual Property, including without limitation any variations thereof; and (ii) Affiliate Partner shall not challenge (in any way, in any jurisdiction) any of the Company’s exclusive rights in and to, and its exclusive ownership of, the Company Intellectual Property, nor take any action inconsistent with Company’s exclusive rights to and ownership of the Company Intellectual Property.

d. Limited Non-Exclusive Trademark License

  • (1) Subject to Affiliate Partner’s strict compliance with this Agreement, the Company grants to Affiliate Partner, during only the term of this Agreement, a non-exclusive, personal, limited, revocable, non-transferable, non-sublicensable, non-assignable license to use only the following Company Tallfriends.com Trademarks as listed below and only in the format shown below, and solely for the Permitted Purpose (as defined below), but for no other purposes or uses whatsoever (hereinafter, the “Limited Trademark License”).
  • (2) “Permitted Purpose” means to use the above identified Company Tallfriends.com Trademark solely to have the Affiliate Partner generate Referrals (as defined above) to the TallFriends Service for the sole benefit of the Company.
  • (3) The above Limited Trademark License does not grant the Affiliate Partner any right (and the Affiliate Partner is explicitly prohibited from doing the following): (ii) to modify, alter, reverse engineer, or create derivative works of the Company Tallfriends.com Trademarks; or (iii) to sell, lease, loan, license, assign, distribute, commercialize, or transfer any rights in the Company Tallfriends.com Trademarks.
  • (4) The above Limited Trademark License is further subject to the following terms and conditions, which (among other purposes) are intended to control the quality of, and goodwill associated with, the Company Tallfriends.com Trademarks:
    • Affiliate Partner agrees that the manner of use, display, form and appearance of the Company Tallfriends.com Trademarks as used and displayed by Affiliate Partner shall at all times be of a quality consistent with, and shall conform with, the manner and standards in which the Company Tallfriends.com Trademarks are used and displayed by the Company. Affiliate Partner shall at all times conduct itself in a manner so as to preserve the goodwill associated with the Company Tallfriends.com Trademarks.
    • Affiliate Partner will not use the Company Tallfriends.com Trademarks in any way that would disparage, or would diminish or otherwise damage, the Company, its TallFriends Services, or the Company Tallfriends.com Trademarks, or their goodwill or reputation.
    • Without limiting the generality of the foregoing, the Affiliate Partner will strictly comply with any trademark usage guidelines, standards, or any other policies and procedures that may be adopted by Company at any time and from time to time (with the right to adopt and amend the same at any time and from time to time) with respect to the use, display, form and appearance of the Company Tallfriends.com Trademarks.
    • Without limiting the foregoing, and upon Company’s request, Affiliate Partner agrees to submit to Company for Company’s written approval representative samples of all marketing, advertising, and any other promotional materials on which the Company Tallfriends.com Trademarks are used or displayed, or on which reference is made to the Company Tallfriends.com Trademarks, in order to allow the Company to verify the Affiliate Partner’s compliance with this Agreement.
    • Your use of any of the Company Tallfriends.com Trademarks is subject to all other terms, conditions and restrictions that govern the Company Intellectual Property in general as set forth elsewhere in this Section 5.

e. No Alteration of Company Intellectual Property. You shall use our Company Intellectual Property only to the extent you have a right to do so under this Agreement and only as provided, and shall not alter any Company Intellectual Property in any way, nor shall you act or permit action in any way that would impair our rights in regards to our Company Intellectual Property. You acknowledge that your use of our Company Intellectual Property shall not create any right, title, or interest in our Company Intellectual Property. Any references to our Company Intellectual Property shall contain the appropriate trademark, copyright, or other legal notice provided from time to time by us.

f. Notices and Goodwill. You may neither alter nor remove any proprietary notices from our Company Intellectual Property. Any goodwill accruing from the use of our Intellectual property shall inure to us.

g. Search or Marketing Activities. You agree you shall not submit any conduct or initiate any search or marketing activities on behalf of or using any of the Company Trademarks, Company Domains or any other Company Intellectual Property, including without limitation any variations thereof. You further agree that all traffic to and from any search engines must link directly to your Affiliate Partner Site rather than to the TallFriends.com Service or any of the Company’ s other websites. You agree and hereby confirm that the Affiliate Partner Sites independently owned and operated by you, is not merely a link to the TallFriends.com Site or to any other Company website, and that the Affiliate Partner Site provides unique content and services distinct from those offered on the TallFriends Service. Without limiting the foregoing, you hereby agree that you shall not under certain circumstances do or conduct the following actions:

  • 1. Bid on the Company TallFriends.com Trademarks, any other Company Trademarks, or any Company Domains (as such terms are defined above), or any variations thereof on any search engine;
  • 2. Include the Company TallFriends.com Trademarks, any other Company Trademarks, or any Company Domains (as such terms are defined above), or any variation thereof, in any search engine marketing;
  • 3. Use the Company TallFriends.com Trademarks, any other Company Trademarks, or any Company Domains (as such terms are defined above) or any variation thereof, or any website page titles or Meta tags;
  • 4. Direct traffic from search engine results directly to a page of the TallFriends Service or any page of any website that is co-branded with the TallFriends Service.

h. Use of TallFriends Service Profiles. You are explicitly prohibited from copying, reproducing, publishing, distributing, posting, disseminating, or otherwise using in any way, at any time, any profiles, photos, contents or any other information from the TallFriends Service regarding any of the Members or other users of the TallFriends Service on any of your Affiliate Partner website/app, social media platforms, other apps, other works, any other media, or anywhere else for any reason whatsoever without the prior written consent of the Company, which has the right to withhold in its sole discretion.

i. Violation of This Section 5. Your violation of any of the terms or conditions of this Section 5 shall constitute a material breach of this Agreement, and, as a result of such breach, the Company hereby has the right to immediately terminate this Agreement.

j. You are strictly prohibited from using any third-party brand names, trademarks, service marks, logos, business names, or any variations thereof in any advertising copy, ad titles, descriptions, domain names, display URLs, or as bidding keywords (including without limitation any broad match, phrase match, and exact match) in search engines, social media platforms, or any other advertising channels, without the express prior written consent of the trademark owner.

5.3 Publicity Approval.

You shall not create, publish, or distribute any press release, public announcement, case study, or other publicity materials that reference the Company, the MillionaireMatch Service, or this Affiliate Partner relationship without the Company’s prior written approval.

6. Non-Exclusive Limited License to Use Your Marks

You hereby grant to the Company a non-exclusive, transferable, world-wide, fully-paid up license to utilize your name(s), titles, logos, and trademarks ("Your Marks") to advertise, market, promote and publicize (in any manner the Company deems appropriate) your relationship with the Company under this Agreement.

You hereby represent and warrant to the Company that:

  • (i) you are the sole and exclusive owner of all rights, title and interest (including without limitation all global intellectual property rights) in and to Your Marks;
  • (ii) you have all necessary rights and power to grant to the Company the license to use Your Marks in the manner contemplated herein; and
  • (iii) the license you have granted to the Company in the manner contemplated herein does not and will not (a) breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon you, or (b) infringe upon any trademark, trade name, service mark, copyright, any other intellectual property right or any other proprietary right of any other person or entity anywhere.

7. Prohibited Content and Activities

You agree: (i) not to display or use any of the following contents and not to engage in any of the following activities on (and you are hereby explicitly prohibited from displaying or using any of the following contents and engaging in any of the following activities on) the Affiliate Partner Site (hereinafter, such prohibited displays, use and activities or hereinafter collectively referred to as “Prohibited Content and Activities”): Content that infringes on the intellectual property rights, privacy rights, or any other proprietary rights of any other party anywhere in the world;

  • Content that violates any laws or regulations anywhere in the world;
  • Sexually explicit material (pornography);
  • Violent images or messages that promote violence;
  • Promotion of discrimination based on race, sex, religion, national origin, physical disability, sexual orientation, or age;
  • Promotion of illegal activities;
  • Promotion or display of defamatory, libelous, or harmful material or material that otherwise infringes upon the rights of any third parties;
  • Content that is inconsistent with this Agreement or our Company Policies; and
  • Spamming (repeated, unsolicited emails) of your users who have purchased a TallFriends Service subscription.

Any violation of this Section 7, including but not limited to you engaging in any one or more of the Prohibited Content or Activities, shall constitute an immediate material breach of this Agreement.

Upon any such breach of this Agreement, the Company (in addition to any other rights and remedies it possesses at law, equity or otherwise, including but not limited those set forth in Section 9 of this Agreement) has the right to immediately terminate this Agreement.

Upon any expiration or termination of this Agreement for any reason, you agree that (in addition to any other obligations you have upon such termination, including but not limited those set forth in Section 9 of this Agreement), you shall:

  • (i) Immediately cease using, and remove, all of the Company Intellectual Property from and all references to our TallFriends Service in the Affiliate Partner Site and everywhere else.
  • (ii) Immediately sever, and cease your use of, any and all links to our TallFriends Service from your Affiliate Partner Site and from any other sites you control.
  • (iii) Immediately cease referring to yourself as an Affiliate Partner of, or having any association with, the Company on the Affiliate Partner Site and everywhere else.

8. Modifications to this Agreement

We reserve the right to: (i) establish additional policies and practices (including without limitation any new Company Policies as defined herein) concerning use of the TallFriends Service and the Company’s Service; and/or (ii) change any term and conditions of this Agreement (in part or in whole) at any time, with or without prior notice (“Modifications”).

You are responsible for regularly returning to the Affiliate Partner section of the TallFriends Service and/or to the Company website to ensure familiarity with the most current version of this Agreement and to verify any new Modifications to this Agreement. You are hereby deemed to have accepted all such Modifications and to be legally bound by such Modifications to this Agreement at the effective date of such Modifications set forth by the Company. Without limiting the generality of the foregoing, the Commission is subject to change and without notice other than posting such a change or changes on the Affiliate Partner section of the TallFriends Service or on our Company’s website.

You may not change or modify this Agreement without the Company’s prior written consent.

9. Termination of this Agreement

a. Termination .

  • (i) The Company has the right to immediately terminate this Agreement and/or your status as an Affilate Partner ,without giving any notice, upon any breach of this Agreement by you, including without limitation upon your breach of any one or more of the following provisions: Section 2 (Acceptance of the Affiliate Partner Application and this Agreement); Section 3(i) (Confidentiality); Section 4 (Affiliate’s Responsibility for Affiliate Site and Consent); Section 5 (Intellectual Property Rights); and Section 7 (Prohibited Content and Activities) (all of the foregoing hereinafter referred to as “Company Termination For Cause”). Any such Company Termination for Cause shall be effective as of the effective date established by the Company. As more fully set forth in Section 9(a)(iii), each Affiliate Partner has the responsibility to ascertain if the Company has exercised its rights under this Section 9(a)(i) to terminate this Agreement and/or your status as an Affiliate Partner. Without limiting the foregoing provisions, if you breach or violate this Agreement, or the terms and conditions of any other applicable TallFriends marketing agreement, then, in addition to any other rights or remedies available to the Company, the Company reserves the right to permanently, to the fullest extent permitted by applicable law, take any and all actions available to the Company at law, equity or contract, and without any obligation to provide you with prior notice before taking any such action or actions, including but not limited to: blocking traffic from your tracking IDs and your websites; suspension of your Affiliate account and status; termination of your Affiliate account and status; withholding of payments to you as an Affiliate; stop paying (and you acknowledge you will not be eligible to receive) any and all commissions otherwise payable to you under this Agreement, whether or not such amounts are directly related to the violation, and to permanently remove your Affiliate account and status, without prior notice and without prejudice to the Company’s right to seek any other damages in law, equity or contract.
  • (ii) Without limiting the Company’s rights under Section 9(a)(i) above, the Company reserves the right to terminate this Agreement and your status as an Affiliate Partner, without giving notice, if you do not bring ten (10) qualified profiles or one (1) premium member in any continuous six-month period. As more fully set forth in Section 9(a)(iii), each Affiliate Partner has the responsibility to ascertain if the Company has exercised its rights under this Section 9(a)(ii) to terminate this Agreement and/or your status as an Affiliate Partner.
  • (iii) Each Affiliate Partner has the sole responsibility to log into the Affiliate Partner section of the TallFriends Service on a regular basis (but no less than weekly) to: (a) check your account status, including without limitation ascertain whether the Company has exercised its rights under Section 9(a)(i) and/or (ii) to termination this Agreement and/or your status as an Affiliate Partner; and (b) promptly address any issues related thereto.
  • (iv) Compliance Notices; Seven-Day Cure. For non-material violations that are reasonably capable of cure, the Company may (but is not obligated to) provide a written notice specifying the changes required. You agree to implement such reasonable changes within seven (7) days of notice. Failure to timely implement may result in suspension, termination, blacklisting, and withholding of payments. The Company shall have the sole discretion to determine whether a violation is material or warrants immediate termination. This cure provision does not limit the Company’s right to immediately terminate for cause under Section 9(a)(i).This cure provision does not limit the Company’s right to immediately terminate for cause under Section 9(a)(i).
  • (v) Excluding any Company Termination for Cause (which is exclusively governed by, and is effective, as set forth in Section 9(a)(i) herein), the Parties agree as follows: (a) either party, acting at their sole discretion, may choose to terminate this Agreement at any time for any other reason by giving written notice of termination to the other, which notice may be sent by email, message or any other means (“General Termination”); and (b) any such General Termination will be effective immediately as of the effective date of the sending party’s notice.

b. Effect of Termination

  • Upon the expiration or termination of this Agreement for any reason, you agree that the following shall apply:
  • (i) In the event of any breach of this Agreement by you, the Company shall have the right to exercise any and all rights and remedies it possesses at law, equity or contract as a result of such breach by you;
  • (ii) All of your rights granted to you under this Agreement shall immediately terminate.
  • (iii) You shall immediately:
    • (a) cease using, and remove, all of the Company Intellectual Property from and all references to our TallFriends Service in the Affiliate Partner Site and everywhere else; (b) sever, and cease your use of, any and all links to our TallFriends Service from your Affiliate Partner Site and from any other sites you control; and (c) cease referring to yourself as an Affiliate Partner of, or having any association with, the Company on the Affiliate Partner Site and everywhere else:

c. Company’s Right of Offset.

Notwithstanding any contrary provision in this Agreement, the Company has the right at any time to reduce the amount of any payments, including without limitation reduce the amount of any Commission, that is owed to the Affiliate Partner by any amount or payments that are due and payable to, or otherwise owed to, the Company by the Affiliate Partner which arises out of or is related to this Agreement or to any other agreement between the Affiliate Partner and Company, including without limitation any amounts or payments owed to Company arising out of Affiliate Partner’s breach of this Agreement or the Affiliate Partner’s indemnification obligation owed to Company as contemplated by Section 11 of this Agreement (hereinafter referred to as the “Company’s Right of Offset”).

d. Affiliates who commit repeated violations of program rules, including trademark infringement or unauthorized marketing practices, will be permanently blacklisted.

10. Disclaimer of Warranties

YOU UNDERSTAND AND AGREE THAT THE TALLFRIENDS SERVICE AND ANY AND ALL OTHER SERVICES OF THE COMPANY (COLLECTIVELY IT’S “SERVICES”) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

THE COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES TO YOU, OR TO ANY NEW CUSTOMERS (AS DEFINED HEREIN). ANY MEMBERS OF THE TALLFRIENDS SERVICE OR ANY OTHER PARTIES REGARDING THE USE OF OR ANY OTHER ASPECTS OF THE TALLFRIENDS SERVICE OR ANY OTHER SERVICES OF THE COMPANY.

WITHOUT LIMITING THE FOREGOING IN ANY WAY, WE HEREBY DISCLAIM TO THE FULLEST EXTENT PERMISSIBLE BY LAW, AND YOU HEREBY WAIVE, ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

TO THE EXTENT PERMITTED UNDER APPLICABLE LAWS, YOU HEREBY RELEASE THE COMPANY FROM ANY AND ALL CLAIMS OR LIABILITY RELATED: (I) THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE AFFILIATE PROGRAM; AND (II) ANY USE OF THE TALLFRIENDS.COM SITE OR ANY OTHER SERVICES OF THE COMPANY, INCLUDING WITHOUT LIMITATION ANY CLAIMS OR CAUSES OF ACTION FILED AGAINST YOU BY ANY NEW CUSTOMER ( AS DEFINED ABOVE), ANY MEMBER OF THE TALLFRIENDS SERVICE OR ANY OTHER PARTY THAT MAY USE THE TALLFRIENDS SERVICE OR ANY OTHER SERVICES OF THE COMPANY.

11. Indemnification

You shall defend, indemnify, and hold harmless the Company and its parent, subsidiaries, its other Affiliate Partner companies and their directors, officers, employees, and agents, against any claim, demand, cause of action, debt, or liability, including reasonable attorney's fees, (individual and collective) (the “Claims”) to the extent that (i) the Claim is based upon your breach of this Agreement or any Company Policies, including without limitation a breach of your representations, warranties, or obligations hereunder, (ii) the Claim arises out of your negligence or willful misconduct, or (iii) the Claim is based upon your violation of any applicable federal, state, or local law or regulation in providing products or services hereunder. This Section 11 shall survive the expiration or termination of this Agreement.

12. Independent Contractors

You are independent contractors with each other, and nothing in this Agreement is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. As an independent contractor, you acknowledge and agree that you are wholly responsible for any claims, expenses, actions, causes of action, disputes, liabilities, or other legal responsibilities of whatever nature caused by or arising out of your ownership and operation of the Affiliate Partner Site. Affiliate Partner shall not be entitled to any benefits and shall be solely responsible for all taxes, Social Security taxes, unemployment taxes, workers’ compensation insurance premiums and any other taxes or Commissions and other amounts paid to Affiliate Partner hereunder.

13. Assignment

You shall not assign this Agreement, by operation of law or otherwise, without our prior written consent. The Company has the right to assign this Agreement to any other party. Subject to the foregoing restriction, this Agreement is binding upon, inures to the benefit of and is enforceable by the parties and their respective successors and assigns.

14. Non-Waiver

The failure in any one or more instances of a party to insist upon performance of any of the terms, covenants or conditions of this Agreement, to exercise any right or privilege in this Agreement conferred, or the waiver by said party of any breach of any of the terms, covenants, or conditions of this Agreement, shall not be construed as a subsequent waiver of any such terms, covenants, conditions, rights, or privileges, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.

15. Limitations of Liability

a. Limitation on Damages. You hereby agree that this Section 15 sets forth the full extent of the Company’s liability to you and any other party for any damages, losses, costs or liability that you incur as a result of or arising out of this Agreement and under any claims, demands, or causes of action that you make or assert against the Company as a result of or arising out of this Agreement, including without limitation as a result of or arising out of the following: (i) all matters arising out of or related to any violation or breach of this Agreement by the Company; (ii) any matters arising out of or related to the use of the TallFriends Service by any party, including without any failures of the TallFriends Service to operate; and (iii) all matters arising out of or related to any claims, demands, causes of action or lawsuits that may be brought by any New Customer or Member against you arising out of or related to this Agreement (collectively, “Claims”). You hereby further agree that in no event shall the Company, any of its affiliates, or any of their owners, directors, officers, employees, licensors and agents (the “Company Group”)be liable for any direct, indirect, incidental, consequential, special, exemplary or punitive damages or losses (including without limitation any loss of your Commission or any other loss of revenue/profits, goodwill, use, data or other intangible losses), whether based in contract, tort, statute, strict liability, fraud, misrepresentation, or any other legal or equitable theories (including without limitation any claim of breach of warranty, breach of contract, or negligence) that you or any other party may incur in connection with any Claims, even if such were foreseeable, or we have been advised of the possibility of such damages or loss.

b. Sole and Exclusive Remedy. You understand and agree that if you have any Claim against the Company Group, or if you become dissatisfied with us or our TallFriends Service, or if we are deemed to be in breach of this Agreement, your sole and exclusive remedy will be to terminate this Agreement.

16. Governing Law; Non-Waiver; Alternate Dispute Resolution; Class Action Waiver; Arbitration

16.1 Governing Law. Regardless of where you live or from which physical location you access our TallFriends Service, the substantive and choice of law provisions of the State of Delaware shall apply to this Agreement and your access and use of the TallFriends Service, and any action related thereto, without regard to Delaware’s conflict of law provisions, but Delaware law shall not apply to the arbitration provisions in Section 16.3 of this Agreement, which are governed solely by the Federal Arbitration Act.

16.2 Non-Waiver. Our failure to exercise or enforce any right or provision of this Agreement or the Privacy Policy shall not constitute a waiver of such right or provision.

16.3 Alternative Dispute Resolution. By entering into this Agreement, you agree that, if any dispute arises out of or in any way related to this Agreement and/or your use of the Service, any and all such disputes shall be resolved by submission to binding arbitration in San Francisco, California before a retired judge or justice with JAMS pursuant to JAMS Comprehensive Arbitration Rules and Procedures (“JAMS Rules”) in effect at the time of any such dispute. Pursuant to JAMS Rules in effect at the time, you or the Company may request that the Arbitrator conduct any proceeding, or any portion thereof, in person or virtually by conference call, videoconference or using other communications technology with participants in one or more geographical places. We mutually agree that the arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement, including, but not limited to, any claim that all or any part of this Agreement is void or voidable. If the parties are unable to agree on a JAMS retired judge or justice within fifteen (15) calendar days of a demand for arbitration filed with JAMS by either of us, JAMS will follow the procedure in its Comprehensive Arbitration Rules and Procedures to name a retired judge or justice who will act as the sole arbitrator. Any decision of the arbitrator may be confirmed by a court of competent jurisdiction and the ensuing judgment may thereafter be enforced in the same manner as a judgment in a civil action. The ensuing judgment may also be appealed pursuant to applicable federal law. You acknowledge and agree that this Agreement involves interstate commerce and that this arbitration provision is governed by the Federal Arbitration Act.

16.4 Class Action Waiver. Except as otherwise required under applicable law, (i) we mutually intend and agree that neither will assert any class actions or representative actions, nor will such actions or procedures apply in any arbitration pursuant to this Agreement; (ii) we mutually agree that neither will assert class action or representative action claims against the other in arbitration or in any other proceeding or action; and (iii) you shall only submit your own, individual claims in arbitration and will not seek to represent the interests of any other person.

16.5 Arbitration Confidentiality. The Disputes, as well as the arbitration proceedings and award regarding such Disputes, shall be kept strictly confidential and governed by the confidentiality provisions addressed elsewhere in this Agreement.

16.6 Arbitral Jurisdiction. We agree that this Agreement involves interstate commerce and the arbitration will be governed by the provisions of the Federal Arbitration Act (9 U.S.C. 1 et seq.). Delaware substantive law shall govern the underlying Disputes to be arbitrated. We agree that the arbitrator, not any federal or state court judge, shall have the exclusive jurisdiction to resolve any and all disputes regarding the arbitrator’s jurisdiction and the interpretation, applicability, enforceability or formation of this binding Agreement to arbitrate, including but not limited to determining which Disputes are subject to arbitration, or any contention that all or any part of this arbitration agreement is unenforceable, voidable or void.

17. Privacy

(a) All information we collect from you related to this Agreement is subject to the Company Privacy Policy (as such term is defined above) and any other agreements we may have with you or your employer. You can access the current Company Privacy Policy at this link: https://tallfriends.com/privacyPolicy.

(b) By entering into this Agreement, you hereby: (i) consent to the Company Privacy Policy; and (ii) without limiting the foregoing in any way, consent to all actions taken by us with respect to your information in compliance with the Company Privacy Policy, this Agreement, and other agreements we may have with you now or in the future.

18. Entire Agreement

This Agreement constitutes the entire agreement between us and you with respect to the subject matter hereof, including without limitation the Affiliate Partners Program. We strongly advise that you review this Agreement with your attorney before you enter into it.

19. Severability

If for any reason an arbitrator or a court of competent jurisdiction finds any provision of the Agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the provision, and the remainder of this Agreement shall continue in full force and effect.

20. Headings

The headings of the sections and their subsections contained in this Agreement are for the convenience of the reader only and do not modify the provisions of this Agreement.

21. Anti-Spamming Policy

a. Email

TallFriends.com maintains a policy of not participating in mass unsolicited email transmission (referred to herein as “spamming”). In addition, this policy prohibits the use of any form of email transmission to advertise TallFriends.com Service by you. As an Affiliate Partner, you agree to comply with such anti-spamming policy during the term of this Agreement. You also agree not to use spam to promote your link to the TallFriends.com website. Any violation or breach of this anti-spamming policy by you may result in an immediate cancellation of this Agreement and your status as an Affiliate Partner.

b. Two-Way E-Media

As an Affiliate Partner, you agree not to post any messages that promote the TallFriends.com Affiliate Partner website/app on unrelated Two-Way E-Media (which includes, but is not limited to, newsgroups, electronic forums, unmoderated mailing lists, Twitter, Facebook, and other social media) and to Two-Way E-Media whose charters prohibit commercial content. Notwithstanding the above, you may post messages to Two-Way E-Media that expressly permits commercial content related to internet marketing. In such cases, where posting on Two-Way E-Media is permitted under this agreement, you agree not to post more than six (6) messages (this number may be changed without notice) per day on each permitted social platform for all of your accounts. You agree to investigate and determine in advance which Two-Way E-Media platforms are permitted under the terms of this Agreement. In the event of your breach or violation of these obligations with respect to Two-Way E-Media, such breach or violation may result in an immediate cancellation of this Agreement and your status as an Affiliate Partner.

(a) Your use of any of the Company Tallfriends.com Trademarks is subject to all other terms, conditions and restrictions that govern the Company Intellectual Property in general as set forth elsewhere in this Section 5.

22. Contact Information

If you have any questions about this Agreement, please email the Company at the following email address: affiliate@tallfriends.com.

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