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SecurityGlobal.net LLC ("SecurityGlobal") distributes frequently updated security vulnerability headlines through its SecurityTrackerSM web site currently located at http://www.securitytracker.com ("SecurityTracker Site"). By executing this Agreement and completing your application as provided you will become a participant in SecurityGlobal's SecurityTracker Affiliate Program. You will be authorized to display certain SecurityGlobal's materials on your web site and link your site to the SecurityTracker Site on a non-exclusive basis. This Agreement governs your participation in the SecurityTracker Affiliate Program. 1. Enrollment in SecurityTracker Affiliate Program To begin the enrollment process, you must submit a complete SecurityTracker Affiliate Program application via the SecurityTracker Site at http://www.securitytracker.com/affiliate/affiliate_signup.html. SecurityGlobal will evaluate your application in good faith and will notify you in a timely manner regarding acceptance or rejection. SecurityGlobal may reject your application at its sole discretion. 2. Definitions The following capitalized terms have the meanings set forth below: "Click-Through" occurs when a user selects and "clicks on" a Link on your site and is taken to the SecurityTracker Site. "Link" (as a noun or verb) means one or more instances of the following, as the context requires: (i) the hypertext connection between the SecurityTracker Site and your site; (ii) the text and graphics depicting the hypertext connection; (iii) if framing technology is employed, the retrieval and display of the content of the SecurityTracker Site within a frame on a local web page of your site; and (iv) if other extension technologies are employed to integrate, combine or exchange content or functions between the SecurityTracker Site and your site, the interaction between them and their technologies. "Marks" means the trade names, trademarks, service marks, logos, emblems, labels, designs, words, phrases, symbol, colors, pictures, moving images, sounds and other indicia of origin. "SecurityGlobal Content" means text, images, video, audio and other data, links, pointers and technology that may be provided to you by SecurityGlobal pursuant to this Agreement. 3. Provision of the SecurityTracker Content and Links SecurityGlobal will provide to you the SecurityTracker Content and Links that you agree to promptly post on your site above the fold on any or as many areas or pages of your site as you wish. SecurityGlobal will post the SecurityTracker Content and the Link on an "as available basis" on a web page, and you will be required to download such SecurityTracker Content and Links directly onto your site. You shall be obligated to update the SecurityGlobal Content and the Links on your site at least once per day. The SecurityTracker Content and Links may not be placed in newsgroups, unsolicited e-mail, banner networks, counters, chatrooms or guestbooks. Any Link placed must be done in such a way that it is not misleading to any of your visitors and done so with the intention of delivering Click-Throughs to the SecurityTracker Site for that Link. You may not reformat or otherwise change the SecurityGlobal Content or the Links without the prior written consent of SecurityGlobal. 4. Publicity You may not create, publish, or distribute any items that reference SecurityGlobal or SecurityTracker without first submitting those items to SecurityGlobal and receiving SecurityGlobal's written consent. SecurityGlobal may withhold its consent in its sole discretion. 5. Limited Licenses and Use of the SecurityTracker Content, Links and SecurityGlobal Marks (a) SecurityGlobal grants to you a non-exclusive, non-transferable, non-sublicensable, revocable right during the term of this Agreement to (i) place the SecurityTracker Content and the Links on your site; (ii) access the SecurityTracker Site through the Links solely in accordance with the terms of this Agreement, and (iii) solely in connection with the use of the SecurityTracker Content and the Links as provided in the above subparagraphs (i) and (ii), to use SecurityGlobal's Marks relating to the SecurityTracker Site. Collectively, the SecurityGlobal Marks, the SecurityTracker Content and the Links are referred to herein as the "Licensed Materials". (b) You may not change the proportion, color or font of any of the items constituting the Licensed Materials, or otherwise alter modify, or change the Licensed Materials in any manner without prior written approval by SecurityGlobal. (c) You shall not make any use of any Licensed Materials for purposes other than those expressly permitted in this Agreement, without first obtaining the prior written consent of SecurityGlobal, which may be withheld in SecurityGlobal's sole discretion. (d) You agree to (i) place the letters "TM" or the registration symbol (r) immediately adjacent to the SecurityGlobal's Marks in connection with each use or display thereof and to indicate such additional information as SecurityGlobal shall reasonably specify from time to time concerning the use of its Marks, and (ii) comply with all applicable laws pertaining to trademarks in force. (e) You may not display the Licensed Materials in any manner that implies sponsorship or endorsement by SecurityGlobal, except of your involvement in the SecurityTracker Affiliate Program. (f) You may not use the Licensed Materials in connection with any disparagement of SecurityGlobal, its products or services, or in a manner which, in SecurityGlobal's reasonable judgment, may diminish or otherwise damage SecurityGlobal's goodwill in the Licensed Materials. (g) SecurityGlobal retains all right, title and interest in and to the Licensed Materials, except as expressly set forth above, no other right or license of any kind, whether express or implied, is granted by SecurityGlobal to you hereunder with respect to the Licensed Materials; and all rights (including, without limitation, all intellectual property rights) not expressly granted herein are retained by SecurityGlobal. If you, in the course of exercising your rights hereunder, acquire any goodwill or reputation in the Licensed Materials, all such goodwill or reputation will automatically vest in SecurityGlobal when and as, on an ongoing basis, such acquisition of goodwill or reputation occurs, as well as at the expiration or termination of this Agreement. 6. Obligations Regarding Your Site You are solely responsible for the development, operation, and maintenance of your site and for all materials and content that appear on your site, including but not limited to: (a) the accuracy and appropriateness of materials posted on your site; and (b) ensuring that materials posted on your site do not violate or infringe upon the rights of any third party. SecurityGlobal will not be responsible for any of the foregoing. You agree to indemnify and hold SecurityGlobal harmless from all damages, claims, fees (including attorneys' fees), and expenses relating to the development, operation, or maintenance of your site, including content not attributable to SecurityGlobal. 7. Term of the Agreement The term of this Agreement begins upon SecurityGlobal's acceptance of your application for the SecurityTracker Affiliate Program, and ends when terminated by either party. Either you or SecurityGlobal may terminate this Agreement at any time, for any reason or no reason, by giving the other party written notice of termination. Within 24 hours after termination (whether by you or SecurityGlobal), you must remove the SecurityTracker Content, Links and any copies of the SecurityGlobal's Marks from your site and must destroy or erase from computer memory any items you might have that contain the SecurityGlobal's Marks. 8. Modification SecurityGlobal may modify any of the terms and conditions contained in this Agreement, and will take commercially reasonable steps to notify you of the modification. SecurityGlobal will attempt to notify you via email, and a change notice will be posted on the SecurityTracker Site and on the site from which you retrieve the SecurityTracker Content made available by SecurityGlobal. If a modification is unacceptable, you may terminate this Agreement by giving notice of termination to SecurityGlobal and following the procedures in Section 7 (Term of Agreement). If you do not give SecurityGlobal notice within a reasonable time and continue to display the SecurityTracker Content and Links on your site, then you will be deemed to have accepted the modifications. 9. Relationship of the Parties You and SecurityGlobal are independent contractors, and nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and SecurityGlobal. You understand that you do not have authority to make or accept any offers or make any representations on behalf of SecurityGlobal. You may not make any statement, whether on your site or otherwise, that would contradict anything in this section. 10. Confidentiality During the term of this Agreement, you may have access to certain nonpublic information of SecurityGlobal, which information a reasonable person would consider confidential or which is marked as "confidential" or "proprietary" by SecurityGlobal ("Confidential Information"). Confidential Information does not include information that is generally known and available, or in the public domain through no fault of yours. You agree (i) not to disclose any Confidential Information to any third parties, (ii) not to use any Confidential Information for any purposes except carrying out your rights and responsibilities under this Agreement, and (iii) to keep the Confidential Information confidential using the same degree of care you use to protect your own confidential information, as long as you use at least reasonable care. These obligations survive for 3 years after termination of the Agreement. 11. Disclaimers SECURITYGLOBAL MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SECURITYTRACKER AFFILIATE PROGRAM, THE SECURITYTRACKER CONTENT, LINKS, SECURITYGLOBAL'S MARKS, AND ANY OTHER SERVICE PROVIDED BY SECURITYGLOBAL HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE. SECURITYGLOBAL EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE PERFORMANCE, AVAILABILITY, FUNCTIONALITY, OR ANY OTHER ASPECT OF THE SECURITYTRACKER SITE. You understand that the operation and/or use of the SecurityTracker Content and the Links or the SecurityTracker Site may not be uninterrupted or error free, and that the results obtained through use of the SecurityTracker Content and the Links may have errors or omissions. You agree that SecurityGlobal will not be liable for any interruptions or errors in using the SecurityTracker Content, Links or SecurityTracker Site. The provisions of this Section survive termination or expiration of the Agreement. 12. Limitation of Liability SECURITYGLOBAL WILL NOT BE LIABLE FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES OR ANY OTHER INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR SECURITYTRACKER AFFILIATE PROGRAM, EVEN IF SECURITYGLOBAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING LOSS OF DATA OR LOSS OR INTERRUPTION OF SERVICES OR COMMUNICATIONS. 13. Miscellaneous Provisions THIS AGREEMENT WILL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF MARYLAND AND THE UNITED STATES OF AMERICA, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. This is the entire Agreement between you and SecurityGlobal with respect to the SecurityTracker Affiliate Program. Except as specifically set forth in Section 8 (Modification) and Section 5 (Limited Licenses), any modification to this Agreement must be in writing and signed by both parties. You may not assign this Agreement, by operation or law or otherwise, without SecurityGlobal's prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. SecurityGlobal's failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of SecurityGlobal's right to subsequently enforce those provisions, or any other provisions of this Agreement. The provisions of this Section survive termination or expiration of the Agreement. Go to our sign up page! |