THE LEGAL AGREEMENT SET OUT BELOW GOVERNS YOUR USE OF THE STERKLY NETWORK OF ADVERTISING AFFILIATES AVAILABLE AT WWW.STERKLYTRACKING.COM. TO AGREE TO THESE TERMS, CLICK "I AGREE." IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK "I AGREE," AND DO NOT USE THE SERVICES.
These Affiliate Terms and Conditions, including any policies or documents referenced herein (this “Agreement”), govern your participation as a member (“Affiliate”) of the sterkly network of advertising affiliates (the “Network”). The Network is operated and managed by sterkly LLC, a Delaware limited liability company ("sterkly"). The Affiliate covenants and agrees to be bound by this Agreement, as amended by sterkly from time to time.
Affiliate shall defend, hold harmless, and indemnify sterkly, its Advertisers, and any of their subsidiaries, affiliates, directors, officers, employees, agents, successors and permitted assignees (each, an Indemnified Party") with respect to any third party claim, suit or proceeding brought against an Indemnified Party, and pay all reasonable expenses related thereto including attorneys' fees and court costs, to the extent such claim is based upon a breach or alleged breach of any warranty, covenant, representation or obligation made by Affiliate under this Agreement. Affiliate shall give sterkly prompt written notice of any Claims. In all cases, sterkly shall have the right to select counsel and sole control of the defense or settlement of any Claims. Affiliate shall provide reasonable assistance and cooperation with the defense of any Claims.
Any information disclosed by sterkly to Affiliate in connection with this Agreement, including Affiliate’s performance in publishing the Offer (e.g. creative images, banners, logos), and all information available on the Network Site, shall be deemed “Confidential Information”, including the terms of this Agreement. Confidential Information shall not be disclosed by Affiliate to anyone except an employee or agent who has a need to know the same and who is bound by confidentiality obligations. Affiliate shall not use any portion of Confidential Information provided by sterkly for any purpose other than fulfilling its obligations herein. Notwithstanding the foregoing, “Confidential Information” shall not include information that (a) was or becomes generally available to the public through no fault of Affiliate, (b) was rightfully in Affiliate’s possession free of any obligation of confidence at, or subsequent to, the time it was communicated by sterkly, or © was independently developed by employees or agents of Affiliate. Notwithstanding the foregoing, Affiliate may also disclose Confidential Information in response to a court, governmental order or as otherwise required by law, or to establish the rights of either party under this Agreement; provided, however, that Affiliate will stipulate to any orders necessary to protect said information from public disclosure. Affiliate acknowledges that the unauthorized use or disclosure of the Confidential Information would cause irreparable harm. Accordingly, Affiliate agrees that sterkly will have the right to obtain an immediate injunction against any breach or threatened breach of this agreement, without the need to post any bond or other security, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach.
During the term of this Agreement and twelve (12) months following its termination, the Affiliate shall not solicit, directly or indirectly, any of sterkly’s Advertisers without the prior written approval by a sterkly representative. Affiliate agrees and understands the considerable resources and effort sterkly has expended in creating the Network, and understands that in the event of Affiliate’s breach of this Section 9, Affiliate shall be liable to sterkly in liquidated damages equal sterkly’s profits for the preceding six (6) months generated by such Advertiser account. Any award of liquidated damages shall not preclude sterkly from seeking any injunctive remedies at its disposal.
IN NO EVENT SHALL STERKLY BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES OF AFFILIATE, SUB-AFFILIATE, OR AFFILIATE’S SUCCESSORS OR ASSIGNS (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, LOSS OF GOOD WILL, ANTICIPATED PROFITS OR LOST BUSINESS. IN NO EVENT SHALL STERKLY’S TOTAL LIABILITY UNDER THESE TERMS, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, BE GREATER THAN THE AMOUNTS PAID BY STERKLY TO AFFILIATE HEREUNDER. WITHOUT LIMITING THE FOREGOING, STERKLY SHALL NOT BE LIABLE FOR ANY FAILURE OR DELAY RESULTING FROM ANY GOVERNMENTAL ACTION, POWER FAILURE, INTERRUPTION OF ANY KIND, WORK SLOWDOWN, ACTIONS OR INACTION OF AFFILIATE, SUB-AFFILIATES, OR THIRD PARTIES, AFFILIATE'S EQUIPMENT OR SOFTWARE AND/OR ANY SUB-AFFILIATE OR THIRD PARTY EQUIPMENT OR ANY OTHER CONDITION AFFECTING PRODUCTION OR DELIVERY IN ANY MANNER BEYOND THE CONTROL OF STERKLY.
Either party may terminate this Agreement upon two (2) business days' written notice to the other party.
The parties are independent contractors, and nothing contained in this Agreement shall be construed to constitute the parties as partners, joint ventures, agents, co-owners or otherwise as participants in a joint or common undertaking. Any amendment or modification to this Agreement must be made in writing and signed by a duly authorized representative of each party. Any failure to enforce a provision of this Agreement shall not constitute a waiver of such party’s right to subsequently enforce such provision or any other term of this Agreement. This Agreement shall benefit and be binding upon the parties hereto and their respective successors and assigns. In the event that any provision of this Agreement is determined by a court to be invalid, such determination shall not affect the validity of any of the other provisions hereof, which shall remain in full force and effect and shall be construed so as to be valid under applicable law. This Agreement contains the entire understanding of the parties with respect to the subject matter contained herein and supersedes all prior agreements and understandings between the parties with respect to such subject matter. In the event of any dispute between the parties arising under this Agreement, such dispute shall be settled by arbitration under the procedures of the California Arbitration Act (Ca. Code Civ. Proc. SECTION 1280, et.seq.) pursuant to the rules of the American Arbitration Association, which are incorporated by reference. Such arbitration shall be conducted in San Diego County, California under the arbitration rules of a neutral arbitration and otherwise in accordance with the rules and regulations of the American Arbitration Association. Each party shall pay its own legal fees, and equally share the costs and expenses of the arbitration proceeding. Each of the parties hereto consents to the exclusive jurisdiction and venue of the courts of San Diego County, California for any matter arising under this Agreement that is not otherwise resolved by such mandatory arbitration proceeding. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California and not the principles of conflicts of law thereof. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. If a legal action is brought relating to this agreement, the prevailing party will be entitled to the full amount of all reasonable expenses, including all costs and attorneys’ fees paid or incurred by that party.
If you are not yet 18, you are not allowed to use our Services. Further, if we learn that we have collected personal information from a child under age 13, we will delete that information as quickly as possible. If you believe that we might have any information from a child under age 13, please contact us through our support page (http://www.sterkly.com/contact-us).
Collection, use, disclosure, and protection of personal information may be subject to different regulations outside the United States. Regardless, if you use our Services, you agree to abide by this policy.
Personal Information You Submit. We may collect personal information at various times when you use our Services. The more information you volunteer (and the more accurate it is), the better we are able to customize your experience. Your participation is voluntary and you have the choice not to disclose any information that we request.
As a member of the Network, you may be required from time to time to provide the Company with certain personal information, including without limitation, your name, address, telephone number, electronic mail addresses, credit card information, bank account information, and your social insurance or social security number. We will use such account information to establish your Network account, to communicate with you, to remit payments to you from time to time when due, and for ongoing record keeping, as required by law.
Contacting Us. We collect your name and email address on the Sites’ “Contact Us” forms. We use this information for the sole purpose of responding to your inquiry. If you voluntarily submit information or contact us (e.g. technical support), we may keep a record of this communication.
Customer Support. If you use the customer support section on the Sites we will collect your email address, topic and any additional information you provide us. We use this information for the sole purpose of responding to your inquiry.
Transactional and Site Activity Information. When users access the Services, we collect certain non-personally identifiable information about those visits for marketing purposes. For example, in order to permit your connection to the Services, our servers receive and record information about your computer, operating system and browser, including your IP address, browser type, and other software or hardware information. If you access the Services from a mobile or other device, we may collect a unique device identifier assigned to that device or other transactional information for that device in order to serve content to it.
We use the information we collect from and about users for the following purposes:
To allow the third party providers to assist us in providing and managing the Services. The Company may make your non-public personal information available to third party providers, such as contractors, agents or sponsors, who help us manage or provide the Services. Such examples include: managing your Network account, developing or supporting products and features, processing payments, storing and processing data or statistics, or assisting with administration. These outside service providers are required to protect non-public personal information entrusted to them and not use it for any other purpose than the specific service they are providing to the Company.
To contact you. The Company may periodically send administrative or promotional materials and notifications related to Services to the email address you may have provided to us. If you want to stop receiving promotional materials from the Company, follow the unsubscribe instructions at the bottom of each promotional email. There are certain service notification emails that you may not opt-out of as long as you are registered with or subscribed to the Services, such as notifications of changes to the Services or policies.
To protect the rights of Company and our users. There may be instances when the Company may disclose user information without providing notice or choice, including situations where the Company has a good faith belief that such disclosure is necessary in order to: (i) protect or defend the legal rights or property of the Company, our affiliated companies or their employees, agents and contractors (including enforcement of our agreements); (ii) protect the safety and security of users of the Services or members of the public; (iii) protect against fraud or for risk management purposes; or (iv) comply with the law or legal process.
To complete a merger or sale of assets. If the Company sells all or part of its business or makes a sale or transfer of its assets or is otherwise involved in a merger or transfer of all or a material part of its business, the Company may transfer your information to the party or parties involved in the transaction as part of that transaction.
The Company uses reasonable administrative, technical, personnel and physical measures to safeguard user information in its possession against loss, theft and unauthorized use, disclosure or modification. Unfortunately, no transmission of data over the Internet can ever be guaranteed to be completely secure. It may be possible for third parties not under our control to intercept or access transmissions or private communications unlawfully. While we strive to protect your personal information, the Company cannot ensure or warrant the security of any personal information you transmit to us. Any such transmission is done at your own risk. If you believe that your interaction with us is no longer secure, please notify us of the problem by emailing firstname.lastname@example.org.
Address: sterkly LLC, 2647 Gateway Road #105 PMB 400, Carlsbad, CA 92009; Attn: Legal Department
Your California Privacy Rights. California Civil Code Section 1798.83 permits users who are California residents to request certain information regarding its disclosure of personal information to third parties for their direct marketing purposes. To make such a request, please send a request to email@example.com or the above-referenced mailing address.