Terms & Conditions

Affiliate Program Operating Agreement This Affiliate Program Operating Agreement (the "Agreement") is made and entered into by and between Blacknight and the Affiliate, being an Agreement to submit an application to become a Blacknight affiliate.

The terms and conditions contained in this Agreement apply to the participation with affiliates.blacknight.com ("Affiliate Program"). Each Affiliate Program offer (an "Offer") may be for any offering by Blacknight or a third party (each such third party a "Client") and may link to a specific web site for that particular Offer ("Program Web Site"). Furthermore, each Offer may have additional terms and conditions on pages within the Affiliate Program and are incorporated as part of this Agreement. By submitting an application or participating in an Offer, the Affiliate expressly consent to all the terms and conditions of this Agreement.

  1. Enrolment in the Affiliate Program: The Affiliate must submit an Affiliate Program application from our website. The Affiliate must accurately complete the application to become an affiliate (and provide us with future updates) and not use any aliases or other means to mask the true identity or contact information. After we review the affiliater application, we will notify the affiliate of the affiliater acceptance or rejection to the Affiliate Program, generally within two (2) business days. We may accept or reject the affiliater application at our sole discretion for any reason, such reasons will not be disclosed.

  1. Acceptance of Agreement: Subject to our acceptance of the affiliate as an affiliate and the affiliater continued compliance with the terms and conditions of this Agreement, Blacknight agrees as follows:

2.1. We will make available to the affiliate via the Affiliate Program graphic and textual links to the Program Web Site and/or other creative materials (collectively, the "Links") which the affiliate may display on web sites owned or controlled by the affiliate, in emails sent by the affiliate and clearly identified as coming from the affiliate and in online advertisements (collectively, "Media"). The Links will serve to identify the affiliate as a member of our Affiliate Program and will establish a link from the affiliater Media to the Program Web Site.

  1. Commission:

    1. We will pay Affiliate ( the "Commission") for each Qualified Action. A "Qualified Action" means an individual person who (i) accesses the Program Web Site via the Link, where the Link is the last link to the Program Web Site, and (ii) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person, and (iii) is not using pre-populated fields and (iv) completes all of the information required for such action within the time period allowed by Blacknight and (v) is not later determined by Blacknight to be fraudulent, incomplete, unqualified or a duplicate.

3.2 We will pay the affiliate any Commissions earned monthly, provided that the affiliater account is currently greater than 100. Accounts with a balance of less than 100 will roll over to the next month, and will continue to roll over monthly until 100 is reached.

    1. We reserve the right to charge back to the affiliater account any previously paid Qualified Actions that are later determined to have not met the requirements to be a Qualified Action.

    1. Payment for Commissions is dependent upon Clients providing such funds to Blacknight, and therefore, the affiliate agree that Blacknight shall only be liable to the affiliate for Commissions to the extent that Blacknight has received such funds from the Clients. The affiliate hereby release Blacknight from any claim for Commissions if Blacknight has not received such funds from the Clients.

4. Invoicing:

4.1. Blacknight shall automatically generate an invoice on behalf of Affiliate for all Commissions payable under this Agreement and shall remit payment to Affiliate based upon that invoice.

4.2. All tracking of Links and determinations of Qualified Actions and Commissions shall be made by Blacknight in its sole discretion. In the event that Affiliate disputes in good faith any portion of an Invoice, Affiliate must submit that dispute to Blacknight in writing and in sufficient detail within thirty (30) days of the date on the invoice.

4.3. If Affiliate does not dispute the invoice as set forth at 4.2 above, then Affiliate agrees that it irrevocably waives any claims based upon that invoice.

4.4. In the event that Affiliate is also tracking Qualified Actions and Affiliate claims a discrepancy, Affiliate must provide Blacknight with Affiliate's reports within 21 days of the date of the report, and if Blacknight's and Affiliate's reported statistics vary by more than 10% and Blacknight reasonably determines that Affiliate has used generally accepted industry methods to track Qualified Actions, then Blacknight and Affiliate agree to make a good faith effort to arrive at a mutual Agreement in relation to same. If the parties are unable to arrive at a mutual Agreement, then Blacknight's numbers shall govern.

4.5. If Affiliate has an outstanding balance due to Blacknight under this Agreement or any other agreement between the Affiliate and Blacknight, whether or not related to the Affiliate Program, Affiliate agrees that Blacknight may offset any such amounts due to Blacknight from amounts payable to Affiliate under this Agreement.

5. Affiliate Covenants:

5.1. Have sole responsibility for the development, operation, and maintenance of, and all content on or linked to, the affiliater Media.

5.2. Ensure that all materials posted on the affiliater Media or otherwise used in connection with the Affiliate Program (i) are not illegal, (ii) do not infringe upon the intellectual property or personal rights of any third party and (iii) do not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities (such as gambling), contains profanity or otherwise contains materials that Blacknight informs the affiliate that it considers objectionable (collectively, "Objectionable Content").

5.3. Not to allow any bidding on keywords / trademarks of Blacknight, or any associated company or entity, to include, but not limited to the words "Blacknight" and "Blacknight Solutions".

5.4. Not to allow any domain names using Keywords which would breach any trademark, or copyright held by Blacknight or its associated companies, or entities.

5.5. Not make any representations, warranties or other statements concerning Blacknight or Client or any of their respective products or services, except as expressly authorized herein.

5.6. Make sure that the affiliater Media does not copy or resemble the look and feel of the Program Web Site or create the impression that the affiliater Media is endorsed by Blacknight or Clients or a part of the Program Web Site, without prior written permission from us.

5.7. Comply with all (i) obligations, requirements and restrictions under this Agreement and (ii) laws, rules and regulations as they relate to the affiliater business, the affiliater Media or the affiliater use of the Links.

5.8. Comply with the terms, conditions, guidelines and policies of any third party services used by Affiliate in connection with the Affiliate Program, including but not limited to, email providers, social networking services and ad networks.

5.9. Always prominently post and make available to end-users, including prior to the collection of any personally identifiable information, a privacy policy in compliance with all applicable laws that clearly and thoroughly discloses all information collection, use and sharing practices, including providing for the collection of such personally identifiable information in connection with the Affiliate Program and the provision of such personally identifiable information to Blacknight and other parties for use as intended by Blacknight and other parties.

5.10. Always prominently post and make available to end-users any terms and conditions in connection with the Offer set forth by Blacknight or Affiliate or as required by applicable laws regarding such Offers.

5.11. Not place Blacknight ads on any online auction platform (i.e. eBay, Amazon, etc).

6. Promotional Programs:

6.1. The following additional program-specific terms shall apply to any promotional programs set forth below:

  1. Email Campaigns.

  1. Affiliate must download the "Suppression List" from the Offers section of Blacknight. Affiliate shall filter its email list by removing any entries appearing on the Suppression List and will only send emails to the remaining addresses on its email list. Blacknight will provide an opt-out method in all Links, however, if any opt-out requests come directly to Affiliate, Affiliate shall immediately forward them to Blacknight at marketing@blacknight.com. Affiliate's emails containing the Links may not include any content other than the Links, except as required by applicable law.

  2. Affiliate agrees that failure to download the Suppression List and remove all emails from the database before mailing may result in Commission withholdings, removal or suspension from all or part of the Affiliate Program, possible legal action and any other rights or remedies available to Blacknight pursuant to this Agreement or otherwise.

  3. Affiliate further agrees that it will not mail or market to any suppression files generated through the Blacknight network, and that doing so may result in Commission withholdings, removal or suspension from the Affiliate Program, possible legal action and any other rights or remedies available to Blacknight pursuant to this Agreement or otherwise.

  4. The Affiliate hereby indemnifies Blacknight from any legal proceedings brought or claimed by any third party by failure, or neglect of the Affiliate to download the Suppression List, or any damage caused through misure of the Suppression List

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  1. Advertising Campaigns.

  1. No Links can appear to be associated with or be positioned on chat rooms or bulletin boards unless otherwise agreed by Blacknight in writing. Any pop-ups/unders used for the Affiliate Program shall be clearly identified as Affiliate served in the title bar of the window and any client-side ad serving software used by Affiliate shall only have been installed on an end-user's computer if the function of the software is clearly disclosed to end-users prior to installation, the installation is pursuant to an affirmatively accepted and plain-English end user license agreement and the software be easily removed according to generally accepted methods.

  1. Affiliate Network Campaigns.

  1. For all Affiliate's that maintain their own affiliate networks, Affiliate agrees to place the Links in its affiliate network (the "Network") for access and use by those affiliates in Affiliate's Network (each a "Third Party Affiliate").

    1. Affiliate agrees that it will expressly forbid any Third Party Affiliate to modify the Links in any way.

    2. Affiliate agrees to maintain its Network according to the highest industry standards.

    3. Affiliate shall not permit any party to be a Third Party Affiliate whose web site or business model involves content containing Objectionable Content.

    4. All Third Party Affiliates must be in good standing with Affiliate. Affiliate must require and confirm that all Third Party Affiliates affirmatively accept, through verifiable means, this Agreement prior to obtaining access to the Links.

    5. Affiliate shall promptly terminate any Third Party Affiliate who takes, or could reasonably be expected to take, any action that violates the terms and conditions of this Agreement. In the event that either party suspects any wrongdoing by a Third Party Affiliate with respect to the Links, Affiliate shall promptly disclose to Blacknight the identity and contact information for such Third Party Affiliate. Affiliate shall promptly remove any Third Party Affiliate from the Affiliate Program and terminate their access to future Offers of Blacknight in the Network upon written notice from Blacknight. The Affiliate hereby indemnifies Blacknight against any claims or legal proceeding brought on behalf of any third party due to removal from an Affiliate Program.

    6. Unless Blacknight has been provided with all truthful and complete contact information for a Third Party Affiliate and such Third Party Affiliate has affirmatively accepted this Agreement as recorded by Blacknight, Affiliate shall remain liable for all acts or omissions of any Third Party Affiliate.

7. Confidentiality:

7.1 Except as otherwise provided in this Agreement or with the consent of Blacknight, the affiliate agree that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales, information, concerning us or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by the affiliate for any purpose other than the affiliater participation in the Affiliate Program, except and solely to the extent that any such information is generally known or available to the public through a source other than the affiliate.

7.2 Affiliate shall not use any information obtained from the Affiliate Program to develop, enhance or operate a service that competes with the Affiliate Program, or assist another party to do the same.

7.3 The Disclosure Period This Agreement applies to Confidential Information that is disclosed between the Effective Date and three (3) Two years thereafter unless sooner terminated in writing by both Party upon fifteen (15) days prior written notice.

8. Limited License & Intellectual Property

8.1. We grant the affiliate a nonexclusive, non-transferable, revocable right to use the Links and to access our web site through the Links solely in accordance with the terms of this Agreement, for the sole purpose of identifying the affiliater Media as a participant in the Affiliate Program and assisting in increasing sales through the Program Web Site.

8.2. The affiliate may not alter, modify, manipulate or create derivative works of the Links or any Blacknight graphics, creative, copy or other materials owned by, or licensed to, Blacknight in any way.

8.3. The affiliate are only entitled to use the Links to the extent that the affiliate are a member in good standing of the Affiliate Program. We may revoke the affiliater license anytime by giving the affiliate written notice.

8.4. Except as expressly stated herein, nothing in this Agreement is intended to grant the affiliate any rights to any of Blacknight's trademarks, service marks, copyrights, patents or trade secrets.

8.5. The affiliate agree that Blacknight may use any suggestion, comment or recommendation the affiliate choose to provide to Blacknight without compensation. All rights not expressly granted in this Agreement are reserved by Blacknight.

9. Termination

9.1. This Agreement shall commence on the date of our approval of the affiliater Affiliate Program application and shall continue thereafter until terminated as provided herein.

9.2. The affiliate may terminate the affiliater participation in the Affiliate Program at any time by removing all Links from the affiliater Media, deleting all copies of the Links.

9.3. We may terminate the affiliater participation in one or more Offers or this Agreement at any time and for any reason which we deem appropriate with or without prior notice to the affiliate by disabling the Links or providing the affiliate with a written notice.

9.4. Upon termination of the affiliater participation in one or more Offers or this Agreement for any reason, the affiliate will immediately cease all use of and delete all Links, plus all Blacknight or third party intellectual property, and will cease representing the affiliaterself as an Affilliate for such one or more Offers.

9.5. All rights to validly accrued payments, causes of action and any provisions, which by their terms are intended to survive termination, shall survive any termination.

10. Remedies:

10.1. In addition to any other rights and remedies available to us under this Agreement Blacknight reserves the right to delete any actions submitted through the affiliater Links and withhold and freeze any unpaid Commissions or charge back paid Commissions to the affiliater account if

(i) Blacknight determines that the affiliate have violated this Agreement, (ii) Blacknight receives any complaints about the affiliater participation in the Affiliate Program which Blacknight reasonably believes to violate this Agreement or (iii) any Qualified Action is later determined to have not met the requirements set forth in this Agreement or on the Affiliate Program. Such withholding or freezing of Commissions, or charge backs for paid Commissions, shall be without regard as to whether or not such Commissions were earned as a result of such breach.

10.2. In the event of a material breach of this Agreement, Blacknight reserves the right to disclose the affiliater identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by the affiliater actions.

11. Anti-Spam Policy

11.1. Users must not participate in any form of un-solicited bulk e-mailing or Spam, or any form of illegal web site. Failure to observe this condition will result in termination of this Agreement by Blacknight without any further notice to the Affiliate.

11.2 All Affiliates must comply with all applicable laws of Ireland in relation to unsolicited bulk emailing, spam or any form of illegal activity.

11.2. All emails sent in connection with the Affiliate Program must include the appropriate party's opt-out link. From time to time, we may request - prior to the affiliater sending emails containing linking or referencing the Affiliate Program that the affiliate submit the final version of the affiliater email to Blacknight for approval by sending it to the affiliater Blacknight representative and upon receiving written approval from Blacknight of the affiliater email the email may be transmitted to third parties.

11.3. It is solely the affiliater obligation to ensure that the email complies with the Act. The affiliate agree not to rely upon Blacknight's approval of the affiliater email for compliance with the Act, or assert any claim that the affiliate are in compliance with the Act based upon Blacknight's approval.

12. Fraud

12.1. The affiliate are expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with referrals through the Links or the generation of Commissions or exceed the affiliater permitted access to the Affiliate Program. Such acts include, but are in no way limited to, using automated means to increase the number of clicks through the Links or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud.

12.2. Blacknight shall make all determinations about fraudulent activity in its sole discretion.

13. Representations and Warranties

13.1. The affiliate hereby represent and warrant that this Agreement constitutes the affiliater legal, valid, and binding obligation, enforceable against the affiliate in accordance with its terms and that the affiliate have the authority to enter into this Agreement.

13.2 Subject to the other terms and conditions of this Agreement, Blacknight represents and warrants that it shall not knowingly violate any law, rule or regulation which is applicable to Blacknight's own business operations or Blacknight's proprietary products or services.

14. Modifications

14.1. In addition to any notice permitted to be given under this Agreement, we may modify any of the terms and conditions of this Agreement at any time by providing the affiliate with a notification by email. The changes will become effective ten (10) business days after such notice. If the modifications are unacceptable to the affiliate, the affiliate may terminate this Agreement without penalty solely on the account of such termination within such ten (10) business day period. The affiliater continued participation in this Affiliate Program ten(10) business days after a change notice has been posted will constitute the affiliater acceptance of such change.

14.2. In addition, Blacknight may change, suspend or discontinue any aspect of an Offer or Link or remove, alter, or modify any tags, text, graphic or banner ad in connection with a Link. Affiliate agrees to promptly implement any request from Blacknight to remove, alter or modify any Link, graphic or banner ad that is being used by Affiliate as part of the Affiliate Program.

15. Independent Investigation

15.1. The affiliate acknowledge that the affiliate have read this Agreement and agree to all its terms and conditions. The affiliate have independently evaluated the desirability of participating in the Affiliate Program and each Offer and are not relying on any representation, guarantee or statement other than as set forth in this Agreement or on the Affiliate Program.

16. Mutual Indemnification

    1. Affiliate hereby agrees to indemnify, defend and hold harmless Blacknight and Clients and their respective subsidiaries, affiliates, partners and licensors, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable Lawyers' fees and costs) based on (i) any failure or breach of this Agreement, including any representation, warranty, covenant, restriction or obligation made by Affiliate herein, (ii) any misuse by Affiliate, or by a party under the reasonable control of Affiliate or obtaining access through Affiliate, of the Links, Offers or Blacknight or Client intellectual property, or (iii) any claim related to the affiliater Media, including but not limited to, the content contained on such Media (except for the Links).

    1. Blacknight hereby agrees to indemnify, defend and hold harmless Affiliate and its subsidiaries, affiliates, partners, and their respective directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable Lawyers' fees and costs) based on a claim that Blacknight is not authorized to provide the affiliate with the Links.

  1. Disclaimers

17.1. THE AFFILIATE PROGRAM AND LINKS, AND THE PRODUCTS AND

SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO AFFILIATE "AS IS". EXCEPT AS EXPRESSLY SET FORTH HEREIN, BLACKNIGHT EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. BLACKNIGHT DOES NOT WARRANT THAT THE AFFILIATE PROGRAM OR LINKS WILL MEET AFFILIATE'S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE AFFILIATE PROGRAM OR LINKS WILL BE COMPLETELY ERROR- FREE OR UNINTERRUPTED. BLACKNIGHT EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES.

17.2 BLACKNIGHT DOES NOT GUARANTEE THAT AFFILIATE WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.

18. Limitation of Liability

IN NO EVENT SHALL BLACKNIGHT BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PROGRAM WEB SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF BLACKNIGHT. IN NO EVENT WILL BLACKNIGHT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY / WRONGFUL DEATH, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT BLACKNIGHT HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. BLACKNIGHT'S CUMULATIVE LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO AFFILIATE BY BLACKNIGHT IN COMMISSIONS DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.

19.Governing Law & Miscellaneous

19.1 Affiliate shall be responsible for the payment of all Lawyers fees and expenses incurred by Blacknight to enforce the terms of this Agreement. This Agreement contains the entire agreement between Blacknight and Affiliate with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral.

19.2. Affiliate agrees that Blacknight shall not be subject to or bound by any Affiliate insertion order or online terms and conditions that amend, conflict with or supplement this Agreement, regardless of whether Blacknight "clicks through" or otherwise indicates its acceptance thereof.

19.3. Affiliate may not assign all or any part of this Agreement without Blacknight's prior written consent. Blacknight may assign this Agreement at any time with notice to Affiliate.

19.4. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto. The provisions of Section 3, 4(b), 6, 7, 8, 12-15 and any accrued payment obligations shall survive the termination of this Agreement. Except as set forth in the "Modifications" section above, this Agreement may not be modified without the prior written consent of both parties. If any provision of this Agreement is held to be void, invalid or inoperative, the remaining provisions of this Agreement shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties. Each party to this Agreement is an independent contractor in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties.

19.5. No course of dealing nor any delay in exercising any rights hereunder shall operate as a waiver of any such rights. No waiver of any default or breach shall be deemed a continuing waiver or a waiver of any other breach or default.

19.6 This Agreement is governed by the laws of Ireland(excluding Northern Ireland) and the parties submit to the exclusive jurisdiction of the Courts of Ireland in relation to any dispute (contractual or non-contractual) concerning this Agreement save that either party may apply to any court for an injunction or other relief to protect its intellectual property rights.

By submitting and application to Affiliate Program, the affiliate affirm and acknowledge that the affiliate have read this Agreement in its entirety and agree to be bound by all of its terms and conditions. If the affiliate do not wish to be bound by this Agreement, the affiliate should not submit an application to Affiliate Program.

If an individual is accessing this Agreement on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to this Agreement.