We retain all right, title, ownership, and interest in our intellectual property, including any and all copyright, trademark, or other proprietary rights therein. Nothing in these Terms shall be construed to grant you any right, title or ownership in our intellectual property.
Any information that you are exposed to by virtue of your participation in the Program, which information is not available to the general public, shall be considered to be “Confidential Information.” You may not disclose any Confidential Information to any person or entity, except where compelled by law, unless you obtain our prior written consent for such disclosure. You shall not use any Confidential Information except to the extent necessary to fulfill the purposes of these Terms.
We may, in our sole discretion, change, suspend or discontinue any aspect of the Program (in whole or part), an offer or link or remove, alter, or modify any tags, text, graphic or banner ad in connection with a link. You agree to promptly implement any request from us to remove, alter or modify any link, graphic or banner ad that is being used by you as part of the Program.
You hereby agree to indemnify, defend and hold harmless us and our 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 attorneys’ fees and costs) based on (i) any failure or breach of these Terms, including any representation, warranty, covenant, restriction or obligation you made herein, (ii) any misuse by you, or by a party under your reasonable control or obtaining access through you, of the links, offers or our intellectual property, or (iii) any claim related to your media, including but not limited to, the content contained on such media (except for the Links).
YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY WARRANTIES RELATED TO THE PROGRAM OTHER THAN THE EXPRESS STATEMENTS IN THIS AGREEMENT, PROGRAM, LINKS, PRODUCTS AND SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED TO AFFILIATE “AS IS”. TO THE FULLEST EXTENT OF THE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. CL DOES NOT WARRANT THAT THE PROGRAM OR LINKS WILL MEET AFFILIATE’S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE PROGRAM OR LINKS WILL BE COMPLETELY ERROR- FREE OR UNINTERRUPTED. CL EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES. CL DOES NOT GUARANTEE THAT AFFILIATE WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT OF THE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PROGRAM SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND OUR CONTROL. TO THE FULLEST EXTENT OF THE LAW, IN NO EVENT WILL WE 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 WE HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF. OUR CUMULATIVE LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO THE AMOUNTS WE PAID TO YOU DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.
GOVERNING LAW & MISCELLANEOUS
These Terms are governed by and construed in accordance with the laws of Washington State, without regard to its conflict of laws provisions. These Terms contain the entire understanding between the parties with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral. These Terms are binding on, and inure to the benefit of, the parties’ legal representatives, successors, and valid assigns. We shall not be subject to, or bound by, any affiliate insertion order or online terms and conditions that amend, conflict with or supplement these Terms, regardless of whether we “click through” or otherwise indicates our acceptance thereof. You are responsible for the payment of all attorney’s fees and expenses incurred by us to enforce these Terms. You may not assign all or any part of these Terms without our prior written consent and any attempted assignment without our consent is void. We may freely assign these Terms. If any provision of these Terms is held to be void, invalid or inoperative, the remaining provisions of these Terms 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 these Terms 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. Neither 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.