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BREACH REPORT AFFILIATE AGREEMENT

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND BREACH REPORT LTD., INCORPORATED AND REGISTERED IN ACCORDANCE WITH THE LAWS OF ENGLAND AND WALES HAVING ITS REGISTERED OFFICE AT 27 OLD GLOUCESTER STREET, LONDON, UNITED KINGDOM, WC1N 3AX, BEARING REGISTRATION NO. 12181272.

BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

Overview

This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Breach Report Affiliates Program (the "Program"). As used in this Agreement, "we" means BREACH REPORT LTD., and "You" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to Breach Reports's site located at the URL https://www.breachreport.com, or to any site that you will link to our site (and which you will identify in your Program application).The purpose of this Agreement is to allow you to share unique URL on your website, email, or other online advertising.

Affiliate Obligations

To begin the enrollment process, you will complete and submit the online application at breachreport.tapfiliate.com. The fact that we auto-approve applications does not imply that we may not re-evaluate your application at a later time. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program.

As a member of Breach Report’s Affiliate Program, you will have access to Affiliate Account Manager. Here you will be able to review our Program’s details and previously-published affiliate resources, download your unique URL affiliate code (that provides for links to our signup page). In order for us to accurately keep track of all guest visits from your site to ours, you must use the URL affiliate code that we provide for each banner, text link, or other affiliate link we provide you with.

The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.

It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person’s copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third party rights.

You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site.

Breach Report’s Rights and Obligations

We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Breach Report Affiliate Program.

Breach Report reserves the right to terminate this Agreement and your participation in the Breach Report Affiliate Program immediately and without notice to you should you commit fraud in your use of the Breach Report Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, Breach Report shall not be liable to you for any commissions for such fraudulent sales.

This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.

Termination

Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.

Modification

We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and Breach Report’s Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in Breach Report’s Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.

Payment

Breach Report uses a third party to handle all of the tracking and payment. The third party is the tapafiliate.com affiliate software platform and commission payments are made via PayPal and Stripe only. Kindly review the network’s payment terms and conditions.

We will pay you referral fees on a monthly basis. Approximately 30 days following the end of each calendar month, we will send you a check for the referral fees earned on the aggregate number of New "Registered Users" you delivered during that month. However, if the referral fees payable to you for any calendar month are less than minimum withdraw amount, we will hold payment until the total amount due is at least minimum withdraw amount or (if earlier) until this Agreement is terminated. At the end of every calendar month that Your Account balance exceeds the "Minimum Balance Amount" as set by breachreport.com from time to time (as a default rate), breachreport.com will transmit to You, by the 20th day following month end the entire accumulated positive balance in Your Account for the relevant month.

Commissions

We will pay you referral fees for each new "Registered User" that is referred to breachreport.com from your site. A "Registered User" is defined as any user who has activated his/her account 24 hours upon receiving a unique registration link via email. Commissions will only be paid on when the customer successfully logs in to www.breachreport.com/portal. Properly coded links are the sole responsibility of the affiliate. Commissions can be viewed on the Affiliate Dashboard.

Access to Affiliate Account Interface

You will create a password so that you may enter Tapfiliate’s secure affiliate account interface. From their site you will be able to receive your reports that will describe our calculation of the commissions due to you.

Promotion Restrictions

You are free to promote your own web sites, but naturally any promotion that mentions Breach Report could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by Breach Report. For example, advertising commonly referred to as “spamming” is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Breach Report Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.

Grant of Licenses

We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through URL links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Breach Report’s Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Breach Report and the good will associated therewith shall inure to the sole benefit of Breach Report.

Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

Disclaimer

BREACH REPORT MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING BREACH REPORT SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF BREACH REPORT ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

Representations and Warranties

You represent and warrant that:

Limitations of Liability

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL BREACH REPORT’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

Indemnification

You hereby agree to indemnify and hold harmless Breach Report, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.

Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

Miscellaneous

You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Breach Report. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.

Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.

This Agreement shall be governed by and interpreted in accordance with the laws of England and Wales without regard to the conflicts of laws and principles thereof.

You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.

The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.

 

If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.