Terms of service To be an authorized affiliate of www.netnia.com & www.blacksantamagicletters.com , you agree to abide by the terms and conditions contained in this agreement. We will evaluate your Application and notify you regarding yours status in the NetNia Publishing Affiliate Program (“Program”). We may reject your application after initial approval if we determine (in our sole discretion) that your Site is unsuitable for the Program. 1.0 Affiliate’s Responsibilities. 1.1. Affiliate will link its site to NetNia Publishing's Black Santa Magic Letters using special URLs specified in the Control Panel (the “Required URLs”). Affiliate may post as many links to the Required URLs as it likes on Affiliate’s site. The position, prominence and nature of links on the Affiliate’s site shall comply with any requirements specified in the Program and this Agreement, but otherwise will be in the discretion of Affiliate. 1.2. Affiliate agrees not to make any representations, warranties or other statements concerning NetNia Publishing, NetNia.com, BlackSantaMagicLetters.com, any of NetNia Publishing’s products or services, or NetNia Publishing’s site policies, except as expressly authorized by NetNia Publishing. 1.3. Affiliate is responsible for notifying NetNia Publishing of any malfunctioning of the Required URLs or other problems with Affiliate’s participation in the Program. NetNia Publishing will respond within reasonable time to all concerns upon written notification by Affiliate. 2.0 Commissions. 2.1. NetNia Publishing agrees to pay Affiliate the commission if NetNia Publishing sells to a visitor to NetNia.com (a “Customer”) a product or service that is the subject of the Program and if that Customer has accessed NetNia.com and purchased the product or service via a Qualifying Link. 2.2. A “Qualifying Link” is a link from Affiliate to NetNia.com using one of the Required URLs or any other URL provided by NetNia Publishing. 2.3. NetNia Publishing shall have the sole right and responsibility for processing all orders made by Customers. Affiliate acknowledges that all agreements relating to sales to Customers shall be between NetNia Publishing and the Customer. 2.4. All determinations of Qualifying Links and whether a commission is payable will be made by NetNia Publishing and will be final and binding. Prices for the products will be set solely by NetNia Publishing in its discretion. 2.5. No commissions will be paid for product purchased by affiliate with their own affiliate link as a method to receive discounted product. This action may lead to suspension or termination of affiliate from NetNia Publishing Affiliate Program. 3.0 Ownership and Licenses. 3.1. 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. 3.2. Affiliate may use only the logos, trademarks, service marks, trade dress, banners, text links, coupon codes, etc. (“Creative”) that is provided by NetNia Publishing and is posted in the Program control panel. Affiliate shall not use the Creative in connection with any activity that disparages NetNia Publishing, or its products or services, or that damages the reputation for quality inherent in the same. If Affiliate does not fully comply with this provision NetNia Publishing may withhold commissions, immediately terminate this Agreement and/or permanently remove Affiliate from the program. 3.3. Affiliate’s use of NetNia Publishing’s name, logos, trademarks, service marks, and trade dress pursuant to Section 4.2 and 4.3 must be in a manner that is clearly less prominent than that of Affiliate’s name, logos, trademarks, service marks, trade dress, products and/or site name. Affiliate is prohibited from creating an impression that there is an association or affiliation between NetNia Publishing and Affiliate beyond the arrangement outlined in this Agreement. 3.4. Affiliate shall always maintain the quality of its services at a level satisfactory to NetNia Publishing. NetNia Publishing shall at times have the right to review Affiliate’s activities related to this Agreement. 3.5. Affiliate shall immediately cease using NetNia Publishing’s name, logos, trademarks, service marks, trade dress, proprietary technology and any Creative upon the termination or expiration of this Agreement. 4.0 Confidentiality. 4.1 NetNia Publishing shall own and retain all right, title and interest in all names, addresses and other identifying information of customers visiting NetNia Publishing’s sites (”Customer Data”) which is collected by NetNia Publishing, including without limitation, customers who access NetNia Publishing’s sites through Qualifying Links, and Affiliate shall have no right to use any such Customer Data. 5.0 Privacy. 5.1. Affiliate agrees not to send any email or other form of electronic message or advertisement containing NetNia Publishing’s name, product or service, web site address, metatag or any other type of identifier to any recipient unless the recipient has directly consented to receive such communication from Affiliate (opt-in mail lists) or Affiliate has a pre-existing business relationship with the recipient. In addition, Affiliate agrees to provide a recipient of such communication with the ability to “opt out” of further communications from Affiliate either by calling a toll free number or by sending an “unsubscribe” email to Affiliate. 6.0 Termination. 6.1. 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. In addition, NetNia Publishing shall be entitled to terminate this Agreement immediately if Affiliate materially breaches or violates any terms or conditions of this Agreement, or if NetNia Publishing determines, in its sole discretion, that there are technical or operational issues (e.g. interruptions caused by or shifts in online/Internet technology) that adversely affect compliance with this Agreement, or the orders/referrals were obtained fraudulently or through misrepresentation, in which case NetNia Publishing reserves the right to withhold payment of commissions pending an investigation of the suspected fraud or misrepresentation. 7.0 Representations. 7.1 Affiliate represents that: (a) the contents of its website do 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) contain defamatory or libelous material; (iv) contain lewd, pornographic or obscene material; (v) violate any laws regarding unfair competition, antidiscrimination or false advertising; (vi) promote violence or contain hate speech; or (vii) contain viruses, trojan horses, worms, time bombs, or other similar harmful or deleterious programming routines; and (b) that Affiliate has and complies with a privacy policy consistent with federal and state laws and regulations, which is prominently displayed on its website. 7.2. 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. 8.0 Indemnification. 8.1. Affiliate agrees to indemnify, defend and hold harmless NetNia Publishing and its affiliates, 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. 9.0 General. 9.1. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect. 9.2. NetNia Publishing 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 the Program control panel and giving you notice of the modification. IF ANY MODIFICATION IS UNACCEPTABLE TO AFFILIATE, ITS ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. AFFILIATE’S CONTINUED COMPLIANCE WITH THIS AGREEMENT FOLLOWING NetNia Publishing’S POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON ITS SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. 9.3. 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.