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SUNNY DOLLARS AFFILIATE RESELLER AGREEMENT
THIS AFFILIATE RESELLER AGREEMENT ("AGREEMENT") CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU
("AFFILIATE") AND SUNNY DOLLARS ("SUNNY DOLLARS") AND DESCRIBES THE TERMS AND PROVISIONS
APPLICABLE TO YOUR PROMOTION OF PROPRIETARY SITES AND SERVICES OWNED AND OPERATED BY SUNNY
DOLLARS ("SERVICES") AND ANY FUNCTIONS TO BE PERFORMED THEREBY. YOU MUST READ, AGREE WITH,
AND ACCEPT ALL OF THE TERMS AND PROVISIONS CONTAINED IN THIS AGREEMENT, INCLUDING THE TERMS
AND PROVISIONS EXPRESSLY SET FORTH BELOW AND THOSE INCORPORATED BY REFERENCE, BEFORE YOUR
STATUS AS A SUNNY DOLLARS AFFILIATE IS AUTHORIZED. THE ABOVE NAMED PARTIES ARE HEREIN
REFERRED TO SINGULARLY AS A "PARTY" AND COLLECTIVELY AS "PARTIES".
NO AGENCY, PARTNERSHIP, JOINT VENTURE, EMPLOYEE-EMPLOYER, OR FRANCHISOR-FRANCHISEE
RELATIONSHIP IS INTENDED OR CREATED HEREIN.
THIS AGREEMENT WILL BE GOVERNED BY THE ELECTRONIC SIGNATURES ACT. YOU HEREBY AGREE TO BE
BOUND BY THE TERMS AND PROVISIONS CONTAINED IN THIS AGREEMENT BY SELECTING "I AGREE" AND
CLICKING THE APPROPRIATE BUTTON BELOW OR BY ANY ACCESS, VIEWING, OR USE OF THE SERVICES.
IF YOU DO NOT AGREE, YOU MUST SELECT "I DISAGREE" AND NOT ACCESS, VIEW, OR USE ANY PART
OF THE SERVICES.
A CURRENT VERSION OF THIS AGREEMENT IS MAINTAINED AT
http://www2.sunnydollars.com/terms.php.
1. Affiliate Warranties, Guarantees, and Representations
1.1 Affiliate represents, warrants and guarantees as follows:
A) I am eighteen (18) years of age or over the age of majority in my jurisdiction and
will submit proof of my age if requested;
B) I am entering this Agreement as an independent contractor;
C) I am not a partner, agent, shareholder or in any business relationship with Sunny
Dollars other than that of an independent contractor and will make no representations
to any third party in contradiction of this fact;
D) I am solely responsible for selecting and providing any and all content, material,
products, and/or services for my marketing efforts to promote the sites of Sunny Dollars;
E) Any sites I refer to Sunny Dollars hereunder are hosted by a hosting service that permits
the publication of adult content or depictions of sexually explicit material.
F) The content, images, design, URL/Domain, text, and domains on my promotion pages do not
infringe on the rights of any third party, including without limitation, copyright, trademark,
patent, rights of publicity, personal property rights, privacy rights, or any other legally
protected rights;
G) I am not publishing any material that is or could reasonably be interpreted as child
pornography, simulated child pornography, torture, rape, simulated rape, or bestiality;
H) I am in compliance with the laws of the legal jurisdiction from which I operate and
will continue to operate in compliance with the laws of the legal jurisdiction from which
I operate
I) I am not using, supplying, publishing, or transferring, in any way, programs, files,
data, viruses, worms, e-mail acquisition programs, "Trojan" viruses, or any other monitoring
or destruction program on the pages I use to promote the sites of Sunny Dollars directly or
indirectly to anyone.
2. Commissions and Programs
2.1 For each user Affiliate directs to a website in the Sunny Dollars Site List, as provided below,
that becomes a subscriber or makes a subsequent purchase, Affiliate will receive a commission in
the time and manner as set forth in the Program Details maintained by Sunny Dollars
at http://www2.sunnydollars.com/programs.php.
2.2 Sunny Dollars has agreements in place with third parties for the processing of subscription
requests and subsequent purchases. Sunny Dollars will only pay commissions for subscriptions from
referrals by Affiliate that result in ACTUAL COLLECTABLE FUNDS. If the third parties fail or refuse
to pay for a subscription referred to Sunny Dollars by Affiliate, Sunny Dollars will not be
responsible for nor liable to Affiliate for any sums or amounts whatsoever, and any credit
for such subscription will be debited from Affiliate's account.
2.3 Affiliates may enroll in the Affiliate programs listed in the Affiliate Program Guide
maintained at http://www2.sunnydollars.com/programs.php.
3. Promotion
3.1 Affiliate may use any form of promotion Affiliate so chooses, consistent with
the terms of this Agreement and in compliance with the laws of the jurisdiction
from which the Affiliate operates. Affiliate may use banner advertisements, button
links, and/or text links to Websites included in the list of sites maintained at
http://www2.sunnydollars.com/sites.php ("Site List").
Sunny Dollars will not provide images or copies of model identification documents to Affiliate
without legitimate request from law enforcement authority. Sunny Dollars warrants that
all models depicted are Eighteen (18) years of age or older at the time of production.
3.2 Affiliate may use banners and buttons provided by Sunny Dollars and available for download
from Sunny Dollars, or Affiliate may design Affiliate's own advertisement. Affiliate indemnifies
Sunny Dollars for all advertisements and promotional materials designed by Affiliate or not obtained
directly from Sunny Dollars.
3.3 Subject to this Agreement, Affiliate is granted a limited, non-exclusive, non-transferable and
revocable license to access and download such promotional materials for placement on Affiliate
Websites for the sole and exclusive purpose of advertising, marketing, or promoting the Websites
included in the Site List as provided above. This license will automatically and immediately cease
upon the termination or revocation of this Agreement.
3.4 SPAM AND EMAILS SOLICITING NEW MEMBERS. Promotion via UNSOLICITED BULK EMAILS
IS STRICTLY FORBIDDEN. Promotion of Sites using any unsolicited email is prohibited.
Any such activity by Affiliate, as determined in the sole and absolute discretion of Sunny
Dollars, will result in the immediate termination of Affiliate as a participant in the
Program and forfeiture of all monies otherwise due and payable to Affiliate hereunder.
Sunny Dollars maintains a strict ZERO TOLERANCE POLICY FOR SPAMMING. Should any individual
or entity provide Sunny Dollars with notice an Affiliate has engaged in the transmission of
unsolicited bulk emails or has engaged in otherwise unlawful conduct, Sunny Dollars reserves
the right to disclose account information regarding such Affiliate including, without limitation,
the identity, location, and contact information of Affiliate.
3.5 Affiliate Websites. Affiliate is solely responsible for all materials appearing on Affiliate websites.
Affiliate will be responsible for ensuring any materials posted do not violate or infringe upon the rights
of any third parties and any laws, including without limitation, 18 U.S.C. §2257 or similar laws in other
jurisdictions around the world.
3.6 Affiliate will not, directly or indirectly, link any of the following content or material to any
websites in the Site List through any links maintained or created on Affiliate websites any material:
A) which constitutes child pornography or matter which involves depictions of nudity or sexuality by an
age inappropriate-looking performer, i.e. an individual who looks or appears less than eighteen (18)
years of age), or by a performer who is portrayed or made to appear to be a person under eighteen (18)
years of age by virtue of the script, make-up, demeanor, costuming, setting, or otherwise;
B) in which persons under eighteen (18) years of age are depicted in actual, simulated, or suggestive
sexual situations;
C) displayed or transmitted in such a way or manner as to constitute display of harmful matter or
indecent communications to minors;
D) not fully in compliance with 18 U.S.C. §2257 or any similar statute, law, code, or regulation of any
country, province, or jurisdiction worldwide;
E) constituting obscenity, including without limitation, material depicting bestiality, rape or torture;
F) constituting an infringement, misappropriation, or violation of any third party's intellectual property
rights such as copyright, trademark, patent, rights of publicity, personal property rights, privacy rights,
or any other legally protected rights; or
G) which promotes or contains warez, passwords, serial numbers, unauthorized or illegally copied MP3 files,
bestiality, rape, child pornography, or any acts of violence or illegal activity, including without
limitation, meta tags, text, links, graphics, or any HTML or source code.
4. No Relationship or Agency
4.1 No agency, partnership, joint venture, employee-employer, or franchisor-franchisee relationship
is intended or created herein.
5. Limitation of Liability
5.1 EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT OR ELSEWHERE VIA THE SERVICES, OR AS OTHERWISE
REQUIRED BY APPLICABLE LAW, NEITHER SUNNY DOLLARS NOR ITS SUCCESSORS, ASSIGNS, AFFILIATES, SUNNY
DOLLARSS, OR SUPPLIERS, NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR CONSULTANTS,
OR ANY OTHER THIRD PARTY MENTIONED AT THE SERVICES WILL BE LIABLE FOR DAMAGES OF ANY KIND WHATSOEVER,
INCLUDING WITHOUT LIMITATION:
A) THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION;
B) DIRECT, INDIRECT, COMPENSATORY, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES
ARISING OUT OF THE RELIANCE ON OR USE, MISUSE, INABILITY TO USE, RESULTS OF USE, OR PERFORMANCE OF THE
SERVICES AND ANY THIRD PARTY SERVICESS LINKED TO OR FROM THE SERVICES, OR THE MATERIALS, INFORMATION,
MISTAKES, OMISSIONS, INTERRUPTIONS, ERRORS, DEFECTS, DELAYS IN OPERATION, TRANSMISSION, OR FAILURE THEREOF,
OR LINKS CONTAINED AT ANY OR ALL SUCH SERVICESS, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER
LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR
C) ANY LOSSES, CLAIMS, DAMAGES, EXPENSES, LIABILITIES, OR COSTS, INCLUDING LEGAL OR ATTORNEYS' FEES,
RESULTING DIRECTLY OR INDIRECTLY OUT OF, OR OTHERWISE ARISING IN CONNECTION WITH, ANY ALLEGATION, CLAIM,
SUIT, OR OTHER PROCEEDING BASED UPON A CONTENTION THAT USE OR ACCESS OF THE SERVICES, CONTENT, OR ANY
MATERIALS CONTAINED THEREIN, INCLUDING CONTENT AND MATERIALS SUPPLIED BY YOU OR A THIRD PARTY, INFRINGES
THE COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET, CONFIDENTIALITY, PUBLICITY, PRIVACY, OR OTHER INDUSTRIAL,
CONTRACTUAL, OR INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. THIS LIMITATION APPLIES TO THE ACTS,
OMISSIONS, NEGLIGENCE, AND GROSS NEGLIGENCE OF SUNNY DOLLARS, ITS SUCESSORS, ASSIGNS, AFFILIATES, SUNNY
DOLLARSS, OR SUPPLIERS, TOGETHER WITH ALL OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND
CONSULTANTS WHICH, BUT FOR THIS PROVISION, WOULD GIVE RISE TO A CAUSE OF ACTION AGAINST SUNNY DOLLARS
IN CONTRACT, TORT, OR ANY OTHER LEGAL DOCTRINE. YOUR SOLE AND EXCLUSIVE REMEDY REGARDING ANY OF THE
FOREGOING IS TO DISCONTINUE USE OF THE SERVICES, CONTENT, AND ANY MATERIALS CONTAINED THEREIN.
5.2 If your use of the Services results in the need for servicing, repair or correction of equipment or
data, you assume all costs thereof.
5.3 The aggregate liability of Sunny Dollars, its suppliers, or distributors to you or any third parties
in any circumstance will not exceed the total commissions paid or payable to Affiliate hereunder.
5.4 Some United States states and foreign countries do not permit the exclusion or limitation of incidental
or consequential damages. Therefore, some or all of the limitations above may not apply to you to the extent
they are prohibited or superseded by state or national provisions. You may also have other legal rights which
vary from state to state.
5.5 In jurisdictions not allowing the exclusion or limitation of incidental or consequential damages, the
liability of Sunny Dollars, its successors, assigns, affiliates, licensors , and suppliers, together with
all of their respective officers, directors, employees, and consultants will be limited to the fullest
extent permitted by applicable law.
6. Restrictions and Prohibitions
6.1 Individuals or entities not residing or organized in the following countries must provide a
reference from another sponsor with a program similar to that of Sunny Dollars in order to verify
the account: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Netherlands,
Norway, Sweden, Switzerland, United Kingdom, United States, Slovakia, Russian Federation, Slovenia,
Czech Republic.
6.2 Sunny Dollars reserves the right to refuse any individuals or entities the right or ability to
serve as an Affiliate hereunder for any reason whatsoever.
6.3 New Affiliates will be paid solely by check for the first three (3) month period of serving as an
Affiliate hereunder, upon the expiration of which Sunny Dollars will determine, in its sole and absolute
discretion, whether the Affiliate has established a stable and reliable account history. Upon such
determination, Affiliate may, by written request, select an alternate method of payment then currently
being offered by Sunny Dollars.
6.4 Affiliate will not be entitled to any commission from Sunny Dollars for any subscription which
Sunny Dollars, in its sole and absolute discretion, determines or reasonably suspects is the result
of fraudulent activity, coercion, theft, or mistake of any type or manner. Fraudulent activity will
include, without limitation, an attempt to process a credit card with a bin number that is listed in
a negative bin number database; and sequential or multiple attempts to register or subscribe a
credit card using the same bin number and sequential or multiple number strings to complete the
credit card number.
6.5 Affiliate may not transfer or assign any benefits hereunder.
6.6 Affiliate will remain a participating Affiliate hereunder until Affiliate terminates such
participation by notifying Sunny Dollars of its intent to terminate as provided herein, unless
the Affiliate or program is terminated by Sunny Dollars for any reason.
6.7 If Affiliate's participation is terminated for any reason or if Affiliate ceases to offer
services on the Internet, Affiliate ceases to be an authorized Affiliate hereunder. Thereupon,
Affiliate will immediately and permanently cease all use of all materials provided to Affiliate
by Sunny Dollars.
6.8 Sunny Dollars has the right to terminate any and all rights and benefits hereunder at any
time, for any reason, or for no reason at all in its sole and absolute discretion and may do so
with or without prior notice or cause.
6.9 All rights and benefits hereunder, including without limitation, all advertising banners,
photographic materials, illustrations, recordings, video, sound, and any other form of intellectual
property provided to Affiliate by Sunny Dollars as part of this Program are the property of Sunny
Dollars and will remain the property of Sunny Dollars and may not be copied or reproduced, altered,
modified, changed, broadcast, distributed, transmitted, disseminated, sold, or offered for sale in
any manner, at any time anywhere in the world except as expressly authorized by Sunny Dollars in
writing in advance.
6.10 Materials used by Affiliate in the promotion of any Sunny Dollars website or Service, or any
items included therein:
(A) will not be false, inaccurate, or misleading;
(B) will not be fraudulent or involve the sale of counterfeit or stolen items;
(C) will not infringe any third party's intellectual property, copyright, patent, trademark, trade
secret, publicity rights, privacy rights, or other proprietary rights;
(D) will not violate any local, state, federal, or international law or regulation, including without
limitation, those governing export control, consumer protection, unfair competition, anti- discrimination,
false advertising, deceptive practices, or securities transactions;
(F) will be in compliance with the laws of the legal jurisdiction from which the Affiliate operates,
including but not limited to 18 USC 2257 and associated Regulations.
(G) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing;
(H) will not be obscene, contain child pornography, harmful to minors, or be distributed to people not
legally permitted to receive such content;
(I) will not create liability for Sunny Dollars or cause it to lose, in whole or in part, the Services,
its Internet Service Provider, hosting server, or other suppliers;
(J) will not violate the terms and provisions of any agreements you have with any third parties as such
relate to your use of the Services; and
(K) will not contain any virus, Trojan Horse, worm, time bomb, cancelbot, robot, spider, monitor, or
other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously
intercept, record, or expropriate any system, data, or personal information.
6.11 Any communications or materials you transmit to Sunny Dollars by electronic mail or otherwise may be
used by Sunny Dollars, its affiliates, or licensors for any purpose, including without limitation,
reproduction, disclosure, display, performance, transmission, publication, broadcast, and posting.
Furthermore, Sunny Dollars and its affiliates and licensors are free to use any ideas, concepts,
know-how, hypothesis, premise, or technique contained in any such communication for any purpose
whatsoever, including without limitation, developing, manufacturing, and marketing products or services.
6.12 Sunny Dollars reserves the right to access, monitor, remove, or disable access to any Affiliate
promotional materials at any time in its sole and absolute discretion.
6.13 The rights and benefits conferred to Affiliate hereunder are available only to individuals who
can form legally binding contracts under applicable law. Without limiting the foregoing, such rights
and benefits are not available to minors or to temporarily or indefinitely suspended Affiliates.
6.14 To become an authorized Affiliate, you must accept the terms and provisions contained in this
Agreement on behalf of yourself or the corporation, partnership, or other legal entity that will be
acting as an Affiliate hereunder. By accepting the terms and provisions of this Agreement, you
represent that you are:
(A) eighteen (18) years of age or older, or twenty-one (21) years of age or older in places where
eighteen (18) years of age is not the age of majority; and
(B) if applicable, you are authorized to sign for and bind the corporation, partnership, or other
legal entity that will be acting as an Affiliate hereunder.
6.15 The rights and benefits conferred to Affiliate hereunder may not be transferred or sold to
another party. If you are registering as a business entity, you represent that you have the authority
to bind the entity to these terms and provisions contained in this Agreement.
6.16 Affiliate agrees to comply with all applicable local, state, federal, and international laws
and regulations related to performance hereunder.
6.17 Affiliate will not engage in fraud or other illegal activity, or to infringe the intellectual
property rights of Sunny Dollars or third parties.
6.18 Affiliate will comply with the terms and provisions of all agreements currently existing between
Affiliate and any third parties, as such terms and provisions relate to performance hereunder, including
those Agreements executed by Affiliate while acting as an Affiliate hereunder.
6.19 Except as the Parties specifically agree in writing, Affiliate will be solely responsible for the
selection, implementation, and performance of all third party equipment, software, and telecommunication
equipment and services, including without limitation, Internet email connectivity and Internet services
used in connection with performance hereunder. Affiliate is responsible for ensuring that the email
system and computer meets reasonable industry minimum standards for interoperability, including
without limitation, processing speed, memory requirements, choice of email server and client software,
and use of dedicated Internet access for accessing Internet email.
7. Term and Termination
7.1 Either Party may terminate this Agreement at any time, with or without cause, by giving the other Party
notice thereof. Notice by email is considered sufficient to terminate this Agreement.
8. Warranty Disclaimer
8.1 EXCEPT AS SPECIFICALLY PROVIDED OTHERWISE IN THIS AGREEMENT, YOU ACKNOWLEDGE AND AGREE THAT USE
OF THE SERVICES, SERVICES, SITE, CONTENT, OR ANY MATERIALS CONTAINED THEREIN OR CONSTITUTING A PART
THEREOF ARE AT YOUR OWN RISK AND THAT SUNNY DOLLARS, ITS AFFILIATES, SUNNY DOLLARSS, AND SUPPLIERS
PROVIDE THE SERVICES AND CONTENT "AS IS" AND "AS AVAILABLE", WITHOUT ANY EXPRESS, IMPLIED, OR
STATUTORY WARRANTIES, REPRESENTATIONS, ENDORSEMENTS, OR CONDITIONS. SUNNY DOLLARS, ITS AFFILIATES,
SUNNY DOLLARSS, AND SUPPLIERS SPECIFICALLY DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ALL WARRANTIES, INCLUDING WITHOUT LIMITATION:
(A) ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NONINFRINGEMENT;
(B) THAT THE SERVICES, CONTENT, OR ANY MATERIALS CONTAINED THEREIN OR CONSTITUTING A PART THEREOF
WILL MEET ANY REQUIREMENTS OR WILL BE AVAILABLE, ACCURATE, RELIABLE, CORRECT, USEFUL, TIMELY,
UNINTERRUPTED, SECURE, OR FREE FROM DEFECTS OR ERROR, INCLUDING WITHOUT LIMITATION, TRANSMISSION
OR RECEPTION OUTAGES, BLOCKAGES, WEAKNESSES, STATIC, VIRII, WORMS, TROJAN HORSES, MALICIOUS CODE,
OR OTHER HARMFUL COMPONENTS OR EVENTS;
(C) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND
(D) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE
NEGLIGENCE OF SUNNY DOLLARS, ITS AFFILIATES, SUNNY DOLLARSS, OR SUPPLIERS.
8.2 While reasonable efforts are made to ensure the accuracy, correctness, and reliability of the
Services, Sunny Dollars makes no representations or warranties as to the accuracy, correctness,
and reliability of the Services, which may be out of date. Sunny Dollars makes no commitment to
update the Services.
8.3 Sunny Dollars does not guarantee continuous, uninterrupted, or secure access to the Services,
and operation may be interfered with by numerous factors beyond its control.
8.4 The Services is provided "as is" and "with all faults" and the entire risk as to the satisfactory
quality, performance, accuracy, and effort is with the User.
8.5 Sunny Dollars may provide links to third party sites. Links to third party sites are provided
solely as a convenience. Use of such links will cause the User to leave the Services. Sunny Dollars
does not review or control any third party sites, and does not endorse, make any representations
regarding, and is not responsible for any content, services, information, software, products, or
materials found therein, nor any loss or results suffered in relation to use of the third party site.
Access of any third party site via the Sunny Dollars domain or sub-domain is entirely at the User's
own risk. You hereby waive any and all claims against Sunny Dollars regarding the inclusion of links
to third party sites and your use of those sites.
8.6 Some states and foreign countries do not permit the exclusion or limitation of implied warranties.
Therefore, some or all of the above limitations may not apply to the extent they are prohibited or
superseded by state or national provisions. There may also be other legal rights which vary from
state to state.
8.7 No representative, agent, employee, or other person is authorized to make any modifications,
extensions, or additions to any warranty or disclaimer contained herein.
9. Sunny Dollars Content License
9.1 Subject to the terms and provisions of this Agreement, Sunny Dollars hereby grants to User a
non-exclusive, non-transferable, non-sublicensable license to use promotional and other materials,
such as data, information, processes, procedures, methods, advertisements, articles, publications,
text, graphics, logos, icons, images, audio, videos, software, and other analog or digital information
in any media, now known or later developed, provided by Sunny Dollars to Affiliate ("Content") in
conjunction with the promotion of the Sunny Dollars websites contained in the Site List.
9.2 Affiliate acknowledges that use of the Content is limited to the scope of the license granted under
this Section and that this Agreement does not permit the User to use the Content other than as provided
herein. Affiliate acknowledges that the Content and any other materials provided to Affiliate by Sunny
Dollars, including the structure, organization, and source code of such content or materials constitute
valuable trade secrets of Sunny Dollars and its suppliers. Without Sunny Dollars' prior written consent,
User will not knowingly or negligently permit other individuals or entities to:
(A) use or copy any Content or materials except in strict accordance with the terms and provisions of
this Agreement;
(B) modify, translate, alter, adapt, reverse engineer, decompile, disassemble (except to the extent
applicable laws specifically prohibit such restriction), reproduce, distribute or display, or create
derivative works, compilations or collective works based on any Content or materials;
(C) apply any process, technique or procedure to ascertain or derive the source code to the Content or
materials, which is a valuable trade secret of Sunny Dollars;
(D) merge the Content or materials with any other software or website or service
(E) sublicense, rent, lease, grant a security interest in, or otherwise transfer rights to the Content
or materials except as specifically permitted herein;
(F) use the Content or materials to operate in or as a time-sharing, outsourcing, or service bureau
environment other than for Affiliate's own internal use; or
(G) in any way allow third-party access to the Content or materials not otherwise in accordance with the
terms and provisions of this Agreement.
9.3 All Content or materials contained within the Sunny Dollars websites and provided to Affiliate hereunder,
is the property of Sunny Dollars or its licensors and is protected by copyright, trademark, patent, or other
intellectual and proprietary rights. The compilation, meaning the collection, arrangement, and assembly, of
all Content or materials is the exclusive property of Sunny Dollars or its licensors, and is protected by
copyright, trademark, patent, or other intellectual and proprietary rights.
9.4 All elements, including without limitation, the general design and Content or materials, of the Sunny
Dollars principal website maintained at http://www.sunnydollars.com/ and those websites included in the
Site List, are protected by trade dress, moral rights, copyright, trademark, patent, or other intellectual
and proprietary rights. Except as explicitly permitted under this or another agreement with Sunny Dollars
or one of its respective licensors, no portion or element thereof may be copied or retransmitted via any
means and all related rights will remain the exclusive property of Sunny Dollars or its licensors unless
otherwise expressly agreed.
9.5 Affiliate may not reproduce, resell or sublicense the Content or materials without the express prior
written consent of Sunny Dollars. Affiliate will not use the Content or materials for any other purpose or
for the benefit of any of its affiliates or any third party except as expressly authorized herein or in
advance in writing by Sunny Dollars. Affiliate may not make any derivative works or other products or
software based in whole or in any part on the Content or materials. Affiliate may not modify the Content
or materials for its own use or for the use of any other person or entity.
9.6 The Content and Materials are copyrighted by Sunny Dollars and all websites, html code, and are
covered by the copyright notice and the restrictions on reproduction, publication, and distribution
contained in this Agreement apply. Affiliate will not remove or alter any copyright notice contained
in or within the Content or materials.
9.7 Affiliate agrees that it will not use any robot, spider, other automatic device, or manual process to
monitor or copy any portion of the websites or Services contained herein without the prior express written
permission of Sunny Dollars. Affiliate agrees that it will not use any device, software, or routine to
bypass any operational element, or to interfere or attempt to interfere with the proper working of the
websites or Services, server, or activities conducted therein. Affiliate agrees that it will not take
any action that imposes an unreasonable or disproportionately large load on the websites or Services or
network infrastructure.
9.8 Much of the Content is updated on a real time basis and is proprietary or licensed to Sunny Dollars or
its licensors . You agree that you will not copy, reproduce, alter, modify, create derivative works, or
publicly display any Content or materials without the prior express written permission of Sunny Dollars
or respective licensor.
9.9 "Sunny Dollars" and any accompanying logos, alone or in conjunction with any text, are trademarks and
service marks of Sunny Dollars and are in use, registered, or pending in certain countries. Sunny Dollars
retains all right, title, and interest in and to its trademarks, service marks, domain names, Internet sites,
and trade names worldwide (collectively the "Marks"). You agree to use the Marks only with the prior express
written permission of Sunny Dollars, and then only in the manner authorized. You may not alter, modify, or
change the Marks in any way under any circumstances.
9.10 Subject to the terms and provisions of this Agreement, Sunny Dollars grants a limited license to you
to make personal use of the Services only for their intended purposes. This license expressly excludes the
collection and use of other Users' personal information, email addresses, User Materials, or any data
extraction or data mining whatsoever, except with the prior express written permission of the respective owner.
You may not repost or otherwise reuse or distribute materials created by or resulting from using the Services.
9.11 You may not use, export, or re-export the Content or Services at this Services or any copy or adaptation
thereof in violation of any applicable law or regulation, including without limitation, United States export
laws and regulations and/or the export laws and regulations of the jurisdiction from which the Affiliate
operates, according to applicable treaties.
9.12 You agree to take all action and cooperate, at Sunny Dollars' request, to protect Sunny Dollars' right,
title, and interest in any property, and agree to execute any documents necessary to perfect Sunny Dollars'
ownership of such right, title, and interest.
9.13 Nothing in this Agreement grants either Party ownership or other rights except in accordance with the
terms of this Agreement.
10. Indemnification
10.1 You hereby agree to defend, indemnify, and hold harmless Sunny Dollars, its successors, assigns,
affiliates, licensors , and suppliers, together with all of their respective officers, directors, employees,
and consultants from and against any and all claims, civil and criminal liability, judgments, penalties,
taxes, damages, and all costs and expenses, including without limitation, those arising out of or relating
to your use, misuse, or inability to use the Services or any materials, or any violation of this Agreement
of any local, state, federal or international law, regulation, or statute, or the laws or regulations of
the legal jurisdiction from which the Affiliate operates, or any rights of any third parties, including
without limitation:
(A) any third party claim, action, or allegation that the Services infringe or violates any third party's
copyright, patent, trade secret, trademark, right of publicity, or right of privacy, contains any defamatory
content, or violates any local, state, or federal law, regulation, or statute, including without limitation,
any claim of personal injury or product liability;
(B) any fraud, manipulation, or other breach of this Agreement or other policies and agreements by you;
(C) any third party claim, action, or allegation brought against Sunny Dollars arising out of or relating to
a dispute with you over the terms and provisions of an agreement or related to the purchase or sale of any
goods or Services;
(D) your violation of any law or the rights of a third party;
(E) your use, or Sunny Dollars' provision, of the Services or use of your User Account by any third party.
Sunny Dollars will have the right to participate in its defense and hire counsel of its choice, at your expense.
You will not settle any action or claims on Sunny Dollars' behalf without the prior written consent of Sunny
Dollars; and
(F) reasonable attorneys' fees resulting from any breach of any warranty or representation under this Agreement.
10.2 Sunny Dollars reserves the right to exclusively defend and control any indemnification matters and you
hereby agree that you will fully cooperate and assist in any such defense.
11. Confidentiality
11.1 Each Party will treat as strictly confidential all Confidential Information of the other
Party, and will not disclose such Confidential Information to any person or entity or use such
Confidential Information except as contemplated herein or as otherwise authorized in writing.
Each Party will implement procedures to prohibit the unauthorized disclosure or misuse of the
other Party's Confidential Information by its agents, employees, and representatives, and will
not intentionally disclose such Confidential Information to any third party except for the
purposes of this Agreement, and subject to confidentiality obligations similar to those set
forth herein.
11.2 Notwithstanding the above, neither Party will have liability to the other with regard
to any Confidential Information of the other which:
(A) was publicly available at the time it was disclosed or becomes publicly available through
no fault of the receiver;
(B) was known to the receiver, without similar confidentiality restriction, at the time of
disclosure;
(C) is disclosed with the prior written approval of the discloser;
(D) is independently developed by the receiver without any use of the Confidential Information; or
(E) becomes known to the receiver, without similar confidentiality restriction, from a source
other than the discloser without breach of this Agreement by the receiver.
11.3 In addition, each Party will be entitled to disclose the other's Confidential Information
to the extent required by any order or requirement of a court, administrative agency, or other
governmental body, provided that the receiver will provide prompt, advance written notice thereof
to the discloser and cooperate with the discloser if the discloser elects to seek a protective
order or otherwise prevent such disclosure.
11.4 Nothing in this Agreement will restrict each Party's rights to assign or reassign its
employees, including without limitation those who have had access to the other Party's Confidential
Information, to any project in its discretion.
12. Governing Law and Dispute Resolution
12.1 This Agreement will be interpreted, construed and governed by the laws of Cyprus, without
reference to its laws relating to conflicts of law and not including the provisions of the 1980
United Nations Convention on Contracts for the International Sale of Goods.
12.2 Venue for all disputes arising under this Agreement will lie exclusively in Nicosia, Cyprus.
12.3 You agree that any and all disputes, claims, or controversies arising from or relating to this
Agreement or the breach, termination, or validity thereof which cannot be resolved informally will
be resolved individually, without resort to any form of class action or consolidation in any
arbitration with any dispute, claim, or controversy of any other party, and will be submitted
to binding arbitration. All disputes arising out of or in connection with the present contract
shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce
by one or more arbitrators appointed in accordance with the said Rules.
12.4 The arbitration will be in the English language in Nicosia, Cyprus.
12.5 The arbitration panel will determine issues of arbitrability but may not limit, expand,
or otherwise modify the terms and provisions contained herein.
12.6 Any award made pursuant to this section:
(A) will be a bare award limited to a holding for or against a Party and affording such
remedy as is deemed equitable, just, and within the scope of this Agreement;
(B) will be without findings as to issues, including without limitation, copyright, trademark,
or patent validity or infringement, or a statement of the reasoning on which the award rests:
(C) may, in circumstances other than patent disputes, include injunctive relief;
(D) will be made within four (4) months of arbitration panel appointment; and
(E) may be entered in any court of competent jurisdiction.
12.7 The requirement for arbitration will not be deemed a waiver of any right of termination
under this Agreement and the arbitration panel is not empowered to act or make any award other
than based solely on the rights and obligations of the Parties prior to any such termination.
12.8 Each Party will bear its own expenses, but those related to the compensation and expenses
of the arbitration panel will be borne equally.
12.9 The arbitration panel will not have authority to award punitive or damages in excess of
compensatory damages, and each Party irrevocably waives any claim thereto.
12.10 The Parties, their representatives, participants, and the arbitration panel will hold
the existence, content, and result of the proceedings in confidence.
12.11 Notwithstanding the foregoing, Sunny Dollars reserves and will have the sole and exclusive
right to commence and prosecute any legal or equitable action or proceeding before any court of
competent jurisdiction, whether in the United States or in a foreign country, to collect any fees,
recover damages for, or obtain injunctive or other relief relating to the Services, its operation,
or intellectual property if, in the sole opinion of Sunny Dollars, such action is necessary or desirable.
(A) You hereby consent and agree to irrevocably submit to the exclusive personal jurisdiction of
such courts, accept service of process by mail, and irrevocably waive any available jurisdictional,
venue, or inconvenient forum objections to such court.
(B) You hereby agree that such action will not be deemed a waiver of the obligation to arbitrate.
12.12 In the event you file an action contrary to the foregoing provisions, Sunny Dollars may
recover attorney's fees and costs up to five-thousand Unites States Dollars ($5,000).
13. General Provisions
13.1 No action of Sunny Dollars, other than an express written waiver or amendment, may be construed
as a waiver or amendment of any of this Agreement.
13.2 Should any clause of this Agreement be found unenforceable, wherever possible this will not affect any
other clause and each will remain in full force and effect.
13.3 You agree that this Agreement and all incorporated agreements may be automatically assigned by Sunny
Dollars, in its sole and absolute discretion, to a third party in the event of a merger or acquisition.
13.4 Headings are for reference purposes only and in no way define, limit, construe, or describe the scope
or extent of such section.
13.5 Any failure to act with respect to a breach of the terms and provisions of this Agreement does not
waive any right by Sunny Dollars to act with respect to subsequent or similar breaches.
13.6 All provisions of this Agreement that by their nature should survive termination will survive termination,
including without limitation, provisions related to intellectual property, warranty disclaimers, general
releases, limitations of liability, indemnity, arbitration, governing law, and the general provisions.
13.7 You also may be subject to additional terms and provisions that may apply when you use affiliate or
third party services, sites, content, or software.
13.8 Should Sunny Dollars prevail in any action or proceeding to enforce rights under this Agreement, it
will be entitled to recover its costs and attorneys' fees from you.
13.9 You agree that you are subject to the terms and provisions contained in this Agreement and any
additional policies applicable to the Services, which may be posted from time to time. All such posted
policies or rules are effectively immediately upon posting and are hereby incorporated by reference
into this Agreement.
13.10 The provisions of this Agreement will be binding upon and will inure to the benefit of the Parties,
their heirs, administrators, successors, and assigns.
13.11 You may not assign this Agreement or the rights and obligations hereunder to any third party under
any circumstances.
13.12 You will be solely responsible for all costs and expenses incurred arising out of or relating to
this Agreement.
13.13 You acknowledge and agree that if you are located in any legal jurisdiction where any common,
statutory, regulatory, codified, or other law, rule, or regulation makes accessing the Services or any
materials contained therein inappropriate, illegal, or subject to consents or permissions that you have
not obtained, or voids this Agreement in whole or in part, then you are not authorized to access the
Services or any materials contained therein.
13.14 The Services contain features that may allow User to collect data from, control, or monitor
computers running the Services. User hereby agrees to hold Sunny Dollars harmless from and against
any damages, claims, losses, settlements, attorney's fees, and other expenses related to any such
activities.
13.15 User acknowledges and agrees that the Services are not intended for use with any high risk or
strict liability activity and Sunny Dollars makes no warranty and will have no liability arising from
any use of the Services in any high risk or strict liability activities.
13.16 User acknowledges that the laws and regulations of the United States restrict certain export and
re-export of commodities and technical data of United States origin, including the Services. User
agrees that it will not export or re-export the Services in any form.
13.17 The Section headings in this Agreement are solely for convenience and will not be considered in
its interpretation. Any applicable Sunny Dollars Price List is incorporated herein as if set forth
herein in full. This Agreement has been reviewed and negotiated by the parties, and each party has
had the opportunity to review this Agreement with counsel of its own choosing. Accordingly, this
Agreement will not be construed strictly for or against either party. Pronouns used in this Agreement
will be construed to include the masculine, feminine or neuter, as the identity of the antecedent may
require.
13.18 Each Party acknowledges that its material breach of this Agreement including, without limitation,
unauthorized disclosure or use of the other Party's Confidential Information, will cause irreparable
harm and significant injury to the Party which may be difficult to ascertain and that a remedy at law
would be inadequate. Accordingly, each Party agrees that the other Party will be entitled to immediate
injunctive relief to enforce obligations under this Agreement in addition to any other rights and remedies
it may have at law or in equity.
14. Revision, Amendment, and Notice
14.1 Sunny Dollars reserves the right to amend or revise this Agreement and any terms and provisions
incorporated by reference herein at any time and in any manner. Amended or revised terms and provisions
will be effective immediately. Users will be notified of any such revision or amendment as provided
herein. This Agreement may not otherwise be amended or revised except in a writing signed by both parties.
14.2 Sunny Dollars reserves the right to revise the Services, Content, information, materials, and
available contractual license terms featured via the Services without notice.
14.3 Except as explicitly stated otherwise, any notice required according to this Agreement will be given as follows:
(A) Notice to Sunny Dollars: via email to legal@sunnydollars.com.
(B) Notice to Users: via http://www2.sunnydollars.com/terms_changes.php
or email to the address provided during the registration process.
14.4 Notice will be deemed given twenty-four (24) hours after any HTTP document is posted or after any
email is sent, unless the sending Party is notified that the email address is invalid. Alternatively,
notice may be sent via reputable carrier to the address provided to Sunny Dollars during the registration
process. In such case, notice will be deemed given three (3) days after the date sent.
14.5 The designated agent for service of notices pursuant to the Digital Millennium Copyright Act is
as follows:
Sunny Dollars
Attn: legal department
legal@sunnydollars.com
with a courtesy copy to legal counsel for Sunny Dollars:
Chad Belville,
Attorney at Law,
4500 South Lakeshore Drive Suite 515 Tempe,
Arizona 85282 United States
15. General Release
15.1 In the event that you have a dispute with one or more Users or users of third party sites,
you release Sunny Dollars, its successors, assigns, affiliates, licensors , and suppliers, together
with all of their respective officers, directors, employees, and consultants from claims, demands
and damages, both actual and consequential, of every kind and nature, known and unknown, suspected
and unsuspected, disclosed and undisclosed, arising out of, or in any way connected with such
disputes.
15.2 Sunny Dollars does not control the information provided by other Users or users of third
party sites that is made available through the Services. You may find other Users' information
to be offensive, harmful, inaccurate, or deceptive. Please use caution, common sense, and practice
safe online behavior when using the Services. Please note that there are also risks of dealing
with underage persons or people acting under false pretense. Additionally, there may also be
risks dealing with international trade and foreign nationals.
15.3 If you are a California resident, you waive California Civil Code §1542, which states:
"A general release does not extend to claims which the creditor does not know or suspect to
exist in his favor at the time of executing the release, which if known by him must have
materially affected his settlement with the debtor."
16. Force Majeure
16.1 Neither you nor Sunny Dollars will be liable for, or will be considered to be in breach of
or default under this Agreement on account of any delay or failure to perform as required by
this Agreement as a result of any causes or conditions that are beyond the affected Party's
reasonable control that it is unable to overcome through the exercise of commercially reasonable
diligence. If any force majeure event occurs, the affected Party will give written notice to
the other Party and will use commercially reasonable efforts to minimize the impact of the event.
17. Severability
17.1 If any court or other tribunal of competent jurisdiction hereof holds any term, clause,
or provision of this Agreement invalid or unenforceable, then such term, clause, or provision
will be eliminated, severed, or limited to minimum extent necessary such that this Agreement
will otherwise remain in full force and effect.
18. Entire Agreement
18.1 This Agreement and the terms, clauses, and provisions hereof, as well as those incorporated by
reference, constitutes the entire understanding and agreement of the Parties, and revokes and
supersedes all prior oral or written agreements between Sunny Dollars and the User and is intended
as a final expression of their Agreement.
18.2 You agree that you are not entering into this Agreement in reliance on any statements,
representations, or promises other than those contained herein.
18.3 This Agreement will take precedence over any other documents, incorporated herein or otherwise,
which may conflict with this Agreement.
18.4 This Agreement will not be modified or amended except in writing signed by the Parties,
specifically referring to this Agreement.
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