These Terms and Conditions govern participation in the "Link Affiliate" program (hereinafter, either the “Link Affiliate Program” or the “Program”) offered by TLWS Wildlife Art which operates a website accessible through the URL www.tlwswildlifeart.com. The Program is open to individuals or entities operating other websites. The term “Link Affiliate” shall refer to any individual or entity that accepts these Terms and Conditions by clicking on the “Submit” button on the application Page.
1.The TLWS Link Affiliate Program enables users to add TLWS Wildlife Art links, banners and promotional features to their websites. TLWS Wildlife Art.com reserves the right to modify or alter the Program at any time for any reason or for no reason at all. TLWS Wildlife Art.com provides the services that makes the Program function. TLWS Wildlife Art.com may, in its sole discretion, terminate the Program at any time for any reason or for no reason at all.
2. REGISTRATION AND ACCEPTANCE
21 Authority to Participate. Link Affiliate represents and warrants that it is duly authorized to execute this agreement and to perform its obligations hereunder and can lawfully participate in the Program in the jurisdiction(s) where Affiliate is located.
2.2 Content of Link Affiliates Website(s). Link Affiliate represents and warrants that its website(s) does not and will not contain, display, promote or include obscene, indecent, violent, discriminatory, illegal, pornographic, or adult content, including, but not limited to, text, graphics and images. Link Affiliate further agrees that it will only use the links, promotional materials, and branding made available through the Link Affiliate Program as additional subject matter and that such links, promotional materials, and branding shall not be the sole content on its website(s).
2.3 Information Submitted by Affiliate. Affiliate represents and warrants: (i) that all information submitted by Affiliate in registering for the Program is true, accurate, current, and complete; and (ii) that Affiliate shall maintain and update such information at all times. If any information that Affiliate submits in the registration process is untrue, inaccurate, not current or incomplete, TLWS WIldlife Art.com shall have the right to terminate Link Affiliate’s participation in the Program.
2.5 Binding Acceptance. In order to participate in the Program, Affiliate will be required to enter certain registration information and to click on the “Submit” button. BY PROVIDING REGISTRATION INFORMATION AND CLICKING ON THE “SUBMIT” BUTTON, LINK AFFILIATE AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS. If these Terms and Conditions or any future amendment or modification thereto are unacceptable to Link Affiliate, Link Affiliate may cancel its participation in the Program at anytime.
2.6 Modification and Amendment of Terms and Conditions. TLWS Wildlife Art.com may in its sole discretion, change, modify, add or remove all or part of these Terms and Conditions. TLWS Wildlife Art.com will notify Link Affiliate of any modifications or amendments to these Terms and Conditions in accordance with the notice provisions of Section 14. As used throughout, the phrase “Terms and Conditions” shall include any amendments or modifications to the Terms and Conditions set forth herein.
3. LINK AFFILIATE'S OBLIGATIONS
3.1 Responsibility for Websites. Link Affiliate acknowledges and agrees that it shall be solely responsible for Affiliate’s website(s) and all content, products, services, and/or links displayed on or made available through or in connection with such website(s).
3.2 Use of Links, Promotional Materials, and Branding. Link Affiliate agrees that it will use the links, banners, promotional materials, and branding made available through the Program in the precise manner and mode indicated by the Program. Link Affiliate will display all links, banners, promotional materials, and branding made available with reasonable spacing on each side of any such item and other graphic or textual elements. Affiliate further agrees that it will only use such links, banners, promotional materials, and branding for the purpose of establishing links to TLWS Wildlife Art.com.
3.3 Prohibited Conduct. Link Affiliate represents and warrants as follows: (i) Affiliate will not claim any sponsorship by, endorsement, or affiliation with TLWS Wildlife Art.com or successors. (ii) Affiliate will not defame, impersonate or invade the privacy of any third party or entity or encourage any third party or entity to do the same. (iii) Affiliate will not engage in any conduct that infringes the rights of a third party, including, but not limited to, the intellectual property or contractual rights of others or encourage any third party or entity to do the same.
4. PROPRIETARY RIGHTS
4.1 License. Link Affiliate is hereby granted a non-exclusive, non-transferable license to copy onto and display from Affiliate's website(s) the links, promotional materials, and branding made available through the Program in accordance with, and subject to, these Terms and Conditions, during such time as Link Affiliate is eligible to participate, and is, in fact, participating, in the Program. Except as expressly stated herein, Affiliate shall not make any other use of TLWS Wildlife Art.com's trademarks, service marks, copyrighted content, or other material protected by any proprietary rights. Upon TLWS Wildlife Art.com’s request, Affiliate shall provide appropriate attribution of the use of TLWS Wildlife Art.com’s marks at TLWS Wildlife Art.com’s request.
4.2 Terra Intellectual Property. Affiliate acknowledges and agrees that the content available through the Program, including, but not limited to, links, banners, promotional materials, and branding, and the content and services available through TLWS Wildlife Art.com are protected by copyright, trademark, patent, or other proprietary rights and laws, and may not be used in any manner other than as specified herein.
4.3 Notifications of Intellectual Property Infringement. TLWS Wildlife Art.com processes, investigates, and responds to notifications of alleged infringement in accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws. Upon receipt of notices complying or substantially complying with the DMCA, TLWS Wildlife Art.com will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity. TLWS Wildlife Art.com will terminate access for Link Affiliates who are repeat infringers. Notices of claimed infringement should be addressed to: teri@tlwswildlifeart.com
The words “Notice of Infringement” should be put in the subject line of all such notifications. If TLWS Wildlife Art.com removes or disables access to any user’s material that is claimed to be infringing, TLWS Wildlife Art.com may attempt to contact the user in order to give the user an opportunity to respond to the notification, although TLWS Wildlife Art.com makes no promise to do so. Any and all counter notifications submitted by the user will be furnished to the complaining party. Terra will give the complaining party an opportunity to seek judicial relief in accordance with the DMCA before TLWS Wildlife Art.com replaces or restores access to any material as a result of any counter notification. TLWS Wildlife Art.com will respond to all other notifications of claimed infringement of intellectual property rights in accordance with applicable laws.
4.4 Notifications of Claimed Infringement by Affiliate. Link Affiliate agrees to assume sole responsibility for compliance by Link Affiliate and Link Affiliate's website(s) with all applicable intellectual property laws and all other laws. In the event that Terra should receive any notification of claimed infringement by Affiliate, Affiliate agrees to cooperate with TLWS Wildlife Art.com in expeditiously responding to such notification and resolving any claim of infringement.
5. TERMINATION
5.1 Termination. Affiliate’s participation in the Program is terminable at any time and for any reason or for no reason at all at TLWS Wildlife Art.com’s sole discretion. Link Affiliate’s participation in the Program shall be deemed automatically terminated immediately upon Affiliate's noncompliance with these Terms and Conditions or of any applicable law or regulation. In addition, without limitation, Link Affiliate’s participation in the Program may be terminated where TLWS Wildlife Art.com, in its sole discretion determines: (1) that any content, goods, services, or links displayed on or made available through or in connection with Affiliate’s website(s) are obscene, indecent, vulgar, offensive, dangerous, or are otherwise deemed inappropriate by TLWS Wildlife Art.com, in its sole discretion; (2) that Affiliate or Affiliate’s website(s) is or has become the subject of a government complaint or investigation; or (3) that Affiliate or Affiliate’s website(s) threatens to violate either the letter or spirit of these Terms and Conditions.
5.2 Notice of Termination. TLWS Wildlife Art.com shall provide notice of termination pursuant to Section 14 governing notices. Where Affiliate's participation in the Program is terminated automatically as described in Section 5.1 above, no notice of termination need be provided for such termination to be effective.
5.3 Effect of Termination. Upon termination, Affiliate shall immediately cease and desist from exercising any rights conferred by these Terms and Conditions, including, without limitation, from making any use of the links, banners, promotional materials, and branding made available through the Program. Upon termination, Affiliate may not register for any subsequent participation in the Program or rejoin the Program, without the prior, written consent of TLWS Wildlife Art.com.
5.4 Survival. All terms of these Terms and conditions, which by their nature extend beyond its termination, remain in effect until fulfilled, and apply to respective successors and assigns.
6. AFFILIATE'S PRIVACY
6.1 Contact. TLWS Wildlife Art.com may contact Affiliate directly from time to time.
6.2 Privacy Policy. Except as expressly provided in these Terms and Conditions, TLWS Wildlife Art.com’s Privacy Policy shall govern information submitted by Link Affiliate in connection with the Program.
7. INDEMNITY. Affiliate agrees to indemnify and hold harmless TLWS Wildlife Art.com from any claim or demand, including, without limitation, penalties, interest, reasonable attorneys’ fees and costs claimed, demanded, or incurred in connection with any claim or demand, made by any third party due to or arising directly or indirectly out of Link Affiliate’s conduct, Link Affiliate’s website(s), Link Affiliate’s participation in the Program, any content, goods, services, or links displayed on or made available through or in connection with Link Affiliate’s website(s), any alleged violation of these Terms and Conditions, any alleged violation of any applicable law or regulation, or any alleged violation of any rights of another, including but not limited to Link Affiliate’s use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with Link Affiliate’s website(s). TLWS Wildlife Art.com reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Affiliate, but doing so shall not excuse Affiliate’s indemnity obligations. TLWS Wildlife Art.com shall have the right to participate in the defense of all claims pursuant to this Section.
8. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
8.1 DISCLAIMER OF WARRANTIES. THE PROGRAM, INCLUDING ALL SERVICES PROVIDED IN CONNECTION WITH THE PROGRAM, ARE PROVIDED “AS IS”, WITH NO WARRANTIES WHATSOEVER. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, TLWS Wildlife Art.com DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE PROGRAM, INCLUDING THE SERVICES PROVIDED IN CONNECTION WITH THE PROGRAM. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL DOWNLOADED, LINKED TO OR OTHERWISE OBTAINED THROUGH PARTICIPATION IN THE PROGRAM IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS IN THE DOWNLOAD OR LINKING OF SUCH MATERIAL.
8.2 LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL TLWS Wildlife Art.com BE LIABLE TO LINK AFFILIATE ON ACCOUNT OF AFFILIATE'S PARTICIPATION IN THE PROGRAM, USE OR MISUSE OF THE PROGRAM, RELIANCE ON THE PROGRAM, INABILITY TO PARTICIPATE IN THE PROGRAM, OR FOR THE INTERRUPTION, SUSPENSION OR TERMINATION OF THE PROGRAM. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES (EVEN IF TERRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM PARTICIPATION IN THE PROGRAM, USE OR MISUSE OF THE PROGRAM, RELIANCE ON THE PROGRAM, FROM INABILITY TO PARTICIPATE IN THE PROGRAM, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE PROGRAM (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE PROGRAM OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE TLWS Wildlife Art.com SITE. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SUCH LIMITATION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
8.3. RELEASE. Link Affiliate hereby agrees to release TLWS Wildlife Art.com and its directors, agents, shareholders, and employees from any and all claims, demands, debts, obligations, damages (actual or consequential), costs, and expenses of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, that Affiliate may have against them arising out of or in any way related to the Program.
8.4. NO RESALE, ASSIGNMENT, OR SUBLICENSING. Affiliate agrees not to resell, assign, sublicense, otherwise transfer, or delegate its rights or obligations under these Terms and Conditions without the prior express written authorization of TLWS Wildlife Art.com.
9. FORCE MAJEURE. Under no circumstances shall TLWS Wildlife Art.com be liable for any delay or failure in performance under these Terms and Conditions resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, terrorism, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.
10. NOTICES. Notices or communications pursuant to these Terms and Conditions shall be sent by electronic mail and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the following address: teri@tlwswildlifeart.com, such notices shall be addressed to the electronic mailing address specified when Link Affiliate registers for participation in the Program, or such other address as either party may give the other by notice as provided above.
11. ENTIRE AGREEMENT. These Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, both oral and written, negotiations, representations, writings and all other communications between the parties.
12. CHOICE OF LAW AND FORUM. These Terms and Conditions, their interpretation, performance, or any breach thereof, shall be construed in accordance with, governed by, and all questions with respect thereto shall be determined by, the laws of the State of Nevada applicable to contracts entered into and wholly to be performed within said state. Each party hereby consents to the personal jurisdiction of the State of Nevada, acknowledges that venue is proper in any state or Federal court in the State of Nevada, agrees that any action arising out of or related to this Agreement must be brought exclusively in a state or Federal court in the State of Nevada, and waives any objection it has or may have in the future with respect to any of the foregoing.
13. NON-WAIVER AND SEVERABILITY. TLWS Wildlife Art.com’s failure to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. If a court of competent jurisdiction holds any provision of these Terms and Conditions to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties intentions as reflected in the provision, and agree that the other provisions of these Terms and Conditions remain in full force and effect.
14. LIMITATION OF ACTIONS. Link Affiliate agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to participation in the Program or to these Terms and Conditions must be filed within one (1) year after such claim or cause of action arose, or be forever barred.
15. CONSTRUCTION. All headings in these Terms and Conditions are for convenience only and shall have no legal or contractual effect. Whenever the context permits, the use of a particular gender shall include the masculine, feminine and neuter genders, and any reference to the singular or the plural shall be interchangeable with the other.
16. RELATIONSHIP OF PARTIES. TLWS Wildlife Art.com and Link Affiliate are independent contractors under these Terms and Conditions, and nothing herein shall be construed to create a partnership, joint venture, agency, or employment relationship. Neither party pursuant to these Terms and Conditions has authority to enter into agreements of any kind on behalf of the other and neither party shall be considered the agent of the other. Under these Terms and Conditions, Link Affiliate is contracting solely to provide advertising services for TLWS Wildlife Art.com in accordance with these Terms and Conditions.
17. SUCCESSORS AND ASSIGNS. These Terms and Conditions shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns.