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CashAdvance.net
Affiliate Program
Master
Agreement, Terms and Conditions
The following form of master agreement (the "Form") can be used by any site owner selling products and
services ("Merchant") and any site owner that wishes to promote and link to the Merchant's site ("Partner"),
to confirm the terms and conditions that will apply to advertising and commission engagements they enter
into via The LinkShare Network™. The Form also includes certain terms in favor of The LinkShare
Network™ and LinkShare Corporation which Merchant and Partner are required to use as registered
members of The LinkShare Network™ (see "LinkShare Required Provisions" in the Form). LinkShare
Corporation provides the Form solely for the convenience of participants in The LinkShare Network™ and
makes no representation or warranty of any kind in relation to the Form, including, but not limited to, any
representation that the Form is fair or complete, or that it will be updated by LinkShare Corporation.
Participants in The LinkShare Network™ use the Form entirely at their own risk. The Form is a copyright
work belonging to LinkShare Corporation (© LinkShare Corporation 1997). You are permitted to access,
copy, download and modify the Form solely for purposes of use as the basis of an agreement between
participants in The LinkShare Network™. The Form may not be used for any other purpose, including, but
not limited to, use as the basis of an agreement between Merchant and Partner for transactions that are not
conducted through The LinkShare Network™. To confirm your understanding of the above and to obtain
access to the Form, please click on the "I Accept" button below. Otherwise click on the "back" button on
your browser to return to the previous page.
[I ACCEPT]
MASTER AGREEMENT
This Master Agreement ("Agreement") is made between National Title Loan, Inc. ("Merchant") and [insert
name of Partner] ("Partner").
BACKGROUND
Partner and Merchant are each enrolled in The LinkShare Network™.
Partner and Merchant each desire to establish the general terms and conditions which shall govern
advertising and commission arrangements between Partner and Merchant which result from their
participation in The LinkShare Network™.
TERMS AND CONDITIONS
In consideration of the promises set forth below, we agree as follows:
1. Offers and Engagements
1.1. From time to time, Merchant may post on The LinkShare Network™ offers to pay to other participants
a specified commission in return for certain advertising services leading to a Qualifying Link (defined
below). If such offers receive an identification number from The LinkShare Network™ they shall be
deemed to be an "Offer" for purposes of this Agreement. The term "Offer" shall also include any counter-offers resulting from an Offer.
1.2. If an Offer made by one party is accepted by the other party in accordance with the Offer's terms via
The LinkShare Network™, an "Engagement" will have been formed. Each Engagement shall have the
same identification number as the original Offer that lead to the Engagement and shall be governed by the
terms and conditions of this Agreement. However, in the event of any inconsistency between the terms of
the specific Engagement and the terms of this Agreement, the terms of the Engagement shall govern.
1.3. At any time prior to Partner providing a Qualifying Link, Merchant may with or without notice (a)
change, suspend or discontinue any aspect of an Offer or an Engagement or (b) remove, alter, or modify
any graphic or banner ad submitted by Merchant for an Offer or an Engagement. Partner agrees to promptly
implement any request from Merchant to remove, alter or modify any graphic or banner ad submitted by
Merchant that is being used by Partner as part of an Engagement.
2. Partner's Responsibilities
2.1. Partner will link its site to areas within Merchant's site using special URLs specified in the Engagement
(the "Required URLs"). Partner may post as many links to the Required URLs and the rest of Merchant's
site as it likes on Partner's site. The position, prominence and nature of links on the Partner's site shall
comply with any requirements specified in the Engagement, but otherwise will be in the discretion of
Partner.
2.2. Partner agrees not to make any representations, warranties or other statements concerning Merchant,
Merchant's site, any of Merchant's products or services, or Merchant's site policies, except as expressly
authorized by the Engagement.
2.3. Partner is responsible for notifying Merchant and The LinkShare Network™ of any malfunctioning of
the Required URLs or other problems with Partner's participation in the Engagement. Merchant will
respond promptly to all concerns upon notification by Partner.
3. Commissions
3.1. Merchant agrees to pay Partner the commission specified in the Engagement if Merchant sells to a
visitor to Merchant's site (a "Customer") a product or service that is the subject of the Engagement and if
that Customer has accessed Merchant's site and purchased the product or service via a Qualifying Link.
3.2. A "Qualifying Link" is a link from Partner's site to Merchant's using one of the Required URLs or any
other URL provided by Merchant for use in The LinkShare Network™ if it is the last link to the Merchant's
site that the Customer uses during a Session where a sale of a product or a service to Customer occurs.A "Session" is the period of time beginning from a Customer's initial contact with Merchant's site via a link
from the Partner's site and terminating when the Customer either returns to the Merchant's site via a link
from a site other than Partner's site or the Engagement expires or is terminated.
3.3. Merchant shall have the sole right and responsibility for processing all orders made by Customers.
Partner acknowledges that all agreements relating to sales to Customers shall be between Merchant and the
Customer.
3.4. All determinations of Qualifying Links and whether a commission is payable will be made by the
merchant in consultation with The LinkShare Network™ based upon the Linkshare Network's reports, and
shall be deemed conclusive. Prices for the products will be set solely by Merchant in its discretion.
3.5 Merchant agrees to pay affiliate a referral fee as specified in the Engagement if a visitor to Merchant's
site completes an application as a considered candidate for their application to be reviewed. Any referral to
the Merchant's site from the affiliates site that completes an application with the following criteria will not
be applicable for a referral fee to the affiliate as per the Engagement:
a.) Clients living in the following states: Colorado, Georgia, Idaho, Kansas, New York, and West Virginia as stated on the application form.
b.) Clients with a present state of bankruptcy or in a recent state of bankruptcy as stated on the application form.
c.) Clients who are self-employed, as stated on the application form.
d.) Clients who do not have direct deposit of their pay check.
3.6 All determinations of whether a completed application is commissionable shall be made by the
merchant and deemed conclusive. A referral fee shall not be paid for any Completed Application if there is
a breach of any part of Section3.5
3.7 If a referral fee is paid on a completed application that is later terminated or is determined to be a result
of a breach of Section 3.5 above, affiliate shall immediately repay any commission previously received for
such transaction.
4. Ownership and Licenses
4.1. Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service
marks, trade dress, copyrights and proprietary technology, including, without limitation, those names,
logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or
which may be developed and/or used by it in the future.
4.2. Merchant grants Partner a revocable, non-exclusive, worldwide license to use, reproduce and transmit
the name, logos, trademarks, service marks, trade dress and proprietary technology, as designated in the
Engagement or during the registration process in The LinkShare Network™, on Partner's site solely for thepurpose of creating links from Partner's site to Merchant's site during Engagements. Except as expressly set
forth in this Agreement or permitted by applicable law, Partner may not copy, distribute, modify, reverse
engineer, or create derivative works from the same [?]. Partner may not sublicense, assign or transfer any
such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void.
4.3. Partner grants Merchant a non-exclusive, worldwide, royalty-free license to use, reproduce and
transmit any graphic or banner ad submitted by Partner solely for co-branding purposes or as a return link
from Merchant's site to Partner's site. Merchant will remove such graphic or banner ad upon Partner's
request.
5. Termination
5.1. Either party may terminate any Engagement at any time by deleting their acceptance of the
Engagement through The LinkShare Network™. Termination of an Engagement shall not terminate this
Agreement or any other Engagement.
5.2. Either party may terminate this Agreement at any time, for any reason, provided that they provide at
least five day's prior written notice of such termination to the other party and The LinkShare Network™.
Termination of this Agreement shall also terminate any outstanding Engagements. However, all rights to
payment, causes of action and any provisions which by their terms are intended to survive termination,
shall survive termination of this Agreement.
6. Representations
6.1. Each party represents to the other that (a) it has the authority to enter into this Agreement and sufficient
rights to grant any licenses granted hereby, and (b) any material which is provided to the other party and
displayed on the other party's site will not (i) infringe on any third party's copyright, patent, trademark,
trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law,
statute, ordinance or regulation; (iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene; (v)
violate any laws regarding unfair competition, anti-discrimination or false advertising; (vi) promote
violence or contain hate speech; or (vii) contain viruses, trojan horses, worms, time bombs, cancelbots or
other similar harmful or deleterious programming routines.
6.2. EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES ANY
REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT
LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.
7. Cross-Indemnification
7.1. Each party hereby agrees to indemnify, defend and hold harmless the other party and its affiliates,
directors, officers, employees and agents, from and against any and all liability, claims, losses, damages,
injuries or expenses (including reasonable attorneys' fees) brought by a third party, arising out of a breach,
or alleged breach, of any of its representations or obligations herein.
8. LinkShare Required Provisions
8.1. Merchant and Partner jointly and severally hereby agree to indemnify, defend, and hold harmless The
LinkShare Network™ and LinkShare Corporation and its affiliates, officers, directors, employees and
agents (collectively, "LinkShare") from and against any and all liability, claims, losses, damages, injuries or
expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to any Offer or
Engagement, related to this Agreement.
8.2. The parties agree that LinkShare may rely on any data, notice, instruction or request furnished to
LinkShare by either party which is reasonably believed by LinkShare to be genuine and to have been sent
or presented by a person reasonably believed by LinkShare to be authorized to act on behalf of one of the
parties. In the event of any dispute between the parties, the parties agree that to the extent the parties
contact and involve LinkShare, LinkShare may consult with and use counsel of its own choice in
connection with such dispute and the reasonable fees and disbursements of LinkShare's counsel shall be
within the costs and disbursements covered by the indemnity specified in Section 8.1 above.
8.3. The parties acknowledge and agree that this Agreement and the Engagements are only made possible
due to LinkShare and that the parties shall not, for the duration of this Agreement and for twelve (12)
months thereafter, enter into any advertising, collaborations or other commercial arrangements with each
other in connection with their sites on the World Wide Web except via The LinkShare Network™.
9. Limitation of Liability
9.1. In no event shall either party be liable to the other party for any direct, indirect, special, exemplary,
consequential or incidental damages, even if informed of the possibility of such damages.
9.2. The parties agree that The LinkShare Network™ and LinkShare Corporation and its affiliates, officers,
directors, employees and agents shall not be liable to either party for any direct, indirect, special,
exemplary, consequential or incidental damages, even if informed of the possibility of such damages.
10. Responsibility for the Parties' Sites
The parties will be solely responsible for the development,
operation, and maintenance of their respective sites and for all content that appears on their respective
sites. For example, the parties will be solely responsible for:
(a) the technical operation of their sites and all related equipment;
(b) the accuracy, timeliness and appropriateness of content posted on their sites (including, among other
things, all product-related materials)
(c) ensuring that materials posted on their sites does not violate or infringe upon the rights of any third
party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)
(d) ensuring that content posted on their sites is not libelous or otherwise illegal.
The parties disclaim all liability for these matters. Further, the parties will defend, indemnify and hold the
other harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees)
relating to the development, operation, maintenance, and contents of the such other party's Site and/or any
of such other party's representations and warranties set forth herein.
11. Links
11.1 The parties support the elimination of spam email on the Internet. To this end, the parties maintain
only opt-in email addresses and permit all email recipients to opt-out of emails. As participants in this
Agreement, Partner agrees to follow the same procedures. Partner agrees that Partner will comply with
U.S. CAN-SPAM Act in all respects. In addition, Partner agrees not to send any email or other form of
electronic message or advertisement containing the Merchant's name; trademarks, or variations thereof;
products; web site addresses; links; metatags; or any other type of identifier to any recipient unless the
recipient has directly consented to receive the communication from Partner or Partner has a pre-existing
business relationship with the recipient. In addition, Partner agrees to provide any recipient of the
communication with the ability to opt-out of future communications, by calling a toll-free number or by
using an unsubscribe email link. Partner agrees that the parties may upon reasonable written notice audit
(a) any lists or sources of the lists Partner sends that contain the Merchant's name; trademarks, or variations
thereof; products; web email or form of electronic message or advertisement containing the Merchant's
name; trademarks, or variations thereof; products; website addresses; links; metatags; or any other type of
identifier.
12. Term
The term of this Agreement will begin upon the parties' participation in the Link Share
Network TM and will end when terminated by either party. Either party may terminate this Agreement at
any time, with or without cause, by giving the other party prior written notice of termination. Upon
termination, all Products and related content and links shall be promptly removed from Partner's site.
Partner is only eligible to earn referral fees on Engagements occurring during the term, and fees earned
through the date of termination will remain payable only if the related orders are not canceled or returned.
In the event overpayment is made by Merchant, Partner agrees to promptly remit such excess payment
upon notification by Merchant. Merchant may withhold Partner's final payment for a reasonable time to
ensure that the correct amount is paid.
13. Modification
Merchant may modify any of the terms and conditions contained in this Agreement, at
any time and in its sole discretion, by posting a change notice or a new agreement on its site. Merchant will
also make commercially reasonable efforts to notify Partner of such changes prior to implementation.
IF ANY MODIFICATION IS UNACCEPTABLE TO PARTNER, PARTNER'S ONLY RECOURSE IS TO
TERMINATE THIS AGREEMENT. PARTNERS CONTINUED PARTICIPATION IN THIS AGREEMENT FOLLOWING THE POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON
MERCHANT'S SITE AND/OR SENDING PARTNER THE CHANGE NOTICE WILL CONSTITUTE
BINDING ACCEPTANCE OF THE CHANGE.
14. Limitation of Liability
Neither party will be liable to the other party for indirect, special, or
consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement
even if such Party has been advised of the possibility of such damages.
15. Miscellaneous
This Agreement will be governed by the laws of the United States and the State of
Delaware, without reference to rules governing choice of laws. Any action relating to this Agreement must
be brought in the federal or state courts having venue in or for Delaware and Partner irrevocably consents
to the jurisdiction of such courts. Neither party may not assign this Agreement, by operation of law or
otherwise, without the other party's prior written consent. Subject to that restriction, this Agreement will
be binding on, inure to the benefit of, and enforceable against the parties and their respective successors
and assigns. Merchant's failure or agreement not to enforce Partner's strict performance of any provision
of this Agreement in a given instance will not constitute a waiver of Merchant's right to subsequently
enforce such provision or any other provision of this agreement.
16. General
16.1. Each party shall act as an independent contractor and shall have no authority to obligate or bind the
other in any respect.
16.2. The parties agree that The LinkShare Network™ and LinkShare Corporation are intended third party
beneficiaries under this Agreement.
16.3. This Agreement has been made in and shall be construed and enforced in accordance with the laws of
the State of Delaware. Any action to enforce this Agreement shall be brought in the federal or state courts
located in Delaware. If you need to send official correspondence, send it via registered mail to Merchant's
headquarters at:
National Title Loan, Inc.
2419 Kirkwood Highway
Elsmere, DE 19805
16.4. This Agreement may be agreed to in more than one counterpart, each of which together shall form
one and the same instrument. The parties agree that execution may be achieved in any format convenient to
the parties.
16.5. The provisions of this Agreement are independent of and separable from each other, and no provision
shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or
others of them may be invalid or unenforceable in whole or in part.
In Witness whereof, the parties authorized representatives have executed this Master Agreement as of the
date of the last signature set forth below.
MERCHANT PARTNER
__________________________________________________________________ Signature
___________________________________________________________________ Print name and title
___________________________________________________________________ Date
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