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Ashley Madison®

AFFILIATE PROGRAM TERMS AND CONDITIONS

UPDATED: July 1, 2017

IMPORTANT—READ CAREFULLY BEFORE ACCEPTING

These Terms and Conditions (this “Agreement”) are a legal contract between you (the entity on whose behalf you are executing this Agreement) (“you”, or the “Participant”) and ruby Life Inc. (henceforth "Ashley Madison®" or "we" or "us"), covering your participation in the Ashley Madison® affiliate program (the "Affiliate Program"). Ashley Madison® and Participant are collectively referred to as the “Parties”.

BY SIGNING (“EXECUTING”) AN ORDER OR APPLICATION (EACH AN “APPLICATION”) THAT INCORPORATES THIS AGREEMENT BY REFERENCE OR BY CLICKING THE “SIGN UP” BUTTON, YOU INDICATE YOUR ACCEPTANCE OF AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH BELOW. IF YOU DO NOT ACCEPT THESE TERMS, PLEASE DO NOT SIGN UP AN APPLICATION AND EXIT NOW.

1. Description of Affiliate Program
The Affiliate Program provides participants the ability to earn commissions as compensation for (i) distributing or promoting the Ashley Madison® online dating service (the "Service") available at Ashley Madison®'s website located at www.ashleymadison.com and any related internet properties including mobile versions and applications (the "Platform"); and/or (ii) generating online subscriptions to and/or purchases of the Service through pre-approved techniques and in accordance with the terms of this Agreement. To accomplish this, Participants in the Affiliate Program utilize a Web application to access Ashley Madison® links, banner ads, and other integration elements that link to the Platform (collectively, the "Integrations"). Participants may include any or all such Integrations on their Sponsoring Websites or within their electronic messages subject to the approvals and limitations set forth herein. A "Sponsoring Website" refers to a website from which users will link to Ashley Madison® pursuant to the Affiliate Program which has been disclosed to and approved by us. Users who link to the Platform via an Integration and create a unique registration or app installation to the Service are attributed to the Participant that operates the relevant Sponsoring Website, provided that (a) it is not in violation of this Agreement; and (b) the user has not already been cookied by another participant.

2. Required Information; Affiliate Account
In order to join the Affiliate Program, you must provide us with all information required by our application process (including, without limitation, a Form W-9, if applicable) and agree to all the terms of this Agreement. Upon successful receipt of your Application, we will promptly evaluate your Application and you will be notified by email whether or not you have been accepted into the Affiliate Program ("Confirmation"). We reserve the right to reject your Application for any reason, including, without limitation if your Application does not reflect our business principles or if the Sponsoring Website(s) contains any content listed in Section 11 of this Agreement or is otherwise in violation of other applicable guidelines of our Affiliate Program.

3. Disclosure and Approval of Traffic Source(s) All Sponsoring Websites must be approved by us. You may not direct traffic from any source other than your Sponsoring Website(s). You must inform us of any change or addition to the URLs of your Sponsoring Website(s). Cloaking of the referring URL is prohibited unless expressly approved by us. Any misrepresentation of traffic source is grounds for termination from the program.

4. Commission Fees
Subject to compliance with the terms of this Agreement, we will pay you a commission fee (the "Commission Fee") on each qualifying transaction identified in the Application (a "Qualifying Transaction") during the Term. The amount of the Commission Fee and the user’s payment methods that may be eligible to count as a Qualifying Transaction are determined in accordance with your then-current applicable commission structure (the "Commission Structure") as agreed between you and Ashley Madison®.

Unless a lifetime revenue-share commission structure is in place between the Participant and Ashley Madison®, no Commission Fee will be paid on re-purchases or auto-renewals of existing Qualifying Transactions. If a Qualifying Transaction for which a Commission Fee is paid to you is later refunded, deemed fraudulent or charged back, the relevant Commission Fee will be deducted from the next payment sent to you following such event. No Commission Fee will be paid on Qualifying Transactions from Customers who have first visited the Platform before visiting the Sponsoring Website in the thirty (30) days prior to purchase or registration.

We reserve the right to modify the terms of this Agreement and/or the Commission Structure at any time and for any reason in our discretion. Please see Section 15 for more details. IF AT ANY TIME YOU DISAGREE OR DO NOT WISH TO ABIDE BY THE TERMS OF THIS AGREEMENT OR THE COMMISSION STRUCTURE, YOUR ONLY RECOURSE IS TO END YOUR PARTICIPATION IN THE AFFILIATE PROGRAM.

5. Commission Fee Payments
Payment of Commission Fees is made by bank wire transfer. Payments are made twice monthly (approximately on or about the first (1st) and fifteenth (15th) of every month, or the next business day if the payment date falls on a weekend or holiday) and are two weeks in arrears.

You must reach a minimum of USD $200.00 in Commission Fees to request payment in connection with your account. Payment of the Commission Fees are paid less any taxes required to be withheld under applicable law. Payments are made according to Ashley Madison®'s internal affiliate reporting, or that of an agreed upon third party designee, and may not be unreasonably disputed. We reserve the right to withhold payment in cases of suspected fraudulent activity or breach of the terms of this Agreement. We further reserve the right to request return of Qualifying Transaction Commission Fees earned as a result of prohibited activities or breaches of the terms of this Agreement and you shall promptly comply with such request.

6. Subscription Payment Processing
Ashley Madison® or its designees or licensees will be solely responsible for processing every Qualifying Transaction. Payment processing, renewal payment processing, cancellations and refund processing, and related customer service are the responsibility of Ashley Madison®. All of the rules, operating procedures and policies of Ashley Madison® regarding customer purchases or subscriptions will apply to all purchase or subscription orders Ashley Madison® receives. We reserve the right to reject any subscription order that does not comply with our rules, operating procedures and/or policies. You are not permitted to make any exceptions to Ashley Madison®'s rules, operating procedures or policies or otherwise communicate with subscribers about these rules except with our prior written authorization, which may be withheld in our sole discretion.

7. Tracking of Subscription Sales
Ashley Madison® or its designee or licensee will be solely responsible for tracking purchase and subscription sales. To protect the privacy of Ashley Madison®'s customers, the names of and other personally identifying information about customers will not be provided to you. All information about customers and users collected by Ashley Madison® shall be owned solely and exclusively by Ashley Madison®.

8. Copyrighted Material; Prohibited Uses of Integrations and Ashley Madison® and Third-party Materials
Sponsoring Website. You shall ensure that none of the materials utilized or displayed on a Sponsoring Website, including your logo, preamble text or photographs or images, infringe upon the rights, including the intellectual property rights and personality rights, of any third parties. Even if we have approved a Sponsoring Website for the limited purposes of an Affiliate Program, Ashley Madison® does not represent that it has approved anything related to the content (including origin) contained in such Sponsoring Website and Ashley Madison® is not responsible neither to you nor to any third parties if you use another party's material in violation of the law.

Use of Ashley Madison® Intellectual Property Contained in the Integrations. As between the parties, you acknowledge and agree that Ashley Madison® owns all right, title and interest in and to all patents, copyright, trademarks, trade secrets, service marks, trade names and other intellectual property in the Platform, the Affiliate Program, the Integrations and the Service and any software or other intellectual property provided by Ashley Madison® in connection with this Agreement (the "Ashley Madison® Intellectual Property"). You shall not take any action inconsistent with such ownership by Ashley Madison®, nor attempt to register any Ashley Madison® Intellectual Property in any jurisdiction or any urls containing in whole or in part any Ashley Madison® Intellectual Property.

Subject to approval of your Application to the Affiliate Program and any limitations herein, Ashley Madison® hereby grants to you, for the Term of this Agreement, a revocable, non-exclusive, non-transferable limited license to use the Ashley Madison® Intellectual Property contained in the Integrations for the express limited purpose of performing under the terms of this Agreement. You, by virtue of this Agreement, shall not obtain or claim any right, title or interest in or to the Ashley Madison® Intellectual Property, except the right of use as specified herein, and you acknowledge and agree that all such use shall inure to the benefit of Ashley Madison®.

You may only use the Ashley Madison® Intellectual Property as provided by Ashley Madison®, and shall not alter the Ashley Madison® Intellectual Property in any way that is not approved in writing by us. We have the right, but not the obligation, to monitor the quality of your use of the Ashley Madison® Intellectual Property. All uses of Ashley Madison® Intellectual Property, including without limitation any Ashley Madison trademarks or service marks (the "Marks") shall be subject to any branding guidelines as we may issue from time to time, which branding guidelines shall include an obligation that use of the Marks must portray Ashley Madison® favourably. We reserve the right to remove from the Program, at out sole discretion, any sites We believe to be damaging or inconsistent with the Ashley Madison® brand. Any references to the Ashley Madison® Intellectual Property shall contain the appropriate trademark, copyright or other legal notice provided from time to time by Ashley Madison®. Upon a request from Ashley Madison®, you will immediately cease use of any and all Ashley Madison® Intellectual Property on the Sponsoring Website(s) and elsewhere

Prohibited Activities. All communication involving Ashley Madison branding must be positive, inclusive, and reflective of Ashley Madison's brand values in our sole discretion. Sexist, graphic, and derogatory language are prohibited.

In addition, unless otherwise agreed to in writing by us: (i) all traffic from search engines must link to the Sponsoring Website or to Ashley Madison®; (ii) the Sponsoring Website must be owned and/or operated by you or a member of your network; and (iii) the Sponsoring Website cannot consist merely of links to the Platform, rather, it must provide a user-experience distinct from that available on the Platform (for example, it must include unique content or services).

We may impose additional restrictions on use of the Integrations and Ashley Madison® Intellectual Property and on any other activities pursuant to the Affiliate Program that we determine in our sole discretion from time to time. You shall effect such additional restrictions as promptly as possible upon notice from Ashley Madison® to you.

Campaigns. In promoting the Service, Participant shall not, in any manner whatsoever, commit any act or omission that would adversely affect the Ashley Madison® brand. Participant shall ensure that it operates any campaign in good faith. We reserve the right to retract the written consent to a campaign (email or otherwise), or any aspects of an individual campaign, at any time and for any reason whatsoever. You must immediately comply with any written notice forthwith upon receipt and shall cease any campaign, including sending any further emails, upon receipt of our notice.

Use of Ashley Madison® Profiles. You may not use any profiles or other information regarding Ashley Madison® users on the Sponsoring Website or anywhere else for any reason whatsoever. Doing so will result in immediate termination of this Agreement or suspension of your participation in the Affiliate Program.

9. Ashley Madison® Policies Apply to All Orders
Every customer who set ups an Ashley Madison® user profile, makes a purchase or buys a subscription through the Affiliate Program is deemed to be a customer of Ashley Madison®. You do not have the authority to make or accept any offer on behalf of Ashley Madison®, nor can you make representations or warranties on our behalf. All Ashley Madison® policies regarding customer orders, including pricing and problem resolution, will apply to these customers. We are not responsible for any representations made by you that contradict Ashley Madison®'s policies.

10. Prices and Availability
The price charged for subscriptions sold under the Affiliate Program will be determined by Ashley Madison® according to its own pricing policies. Prices may vary from time to time as determined in our sole discretion. Ashley Madison® policies will always determine the price paid by the customer.

11. Prohibited Content
The Sponsoring Website(s) may not display any of the following content or engage in any of the following activity:

  • violent images or messages that promote violence;

  • promotion of discrimination based on race, sex, religion, national origin, physical disability, sexual orientation or age;

  • promotion of illegal activities;

  • promotion or display of defamatory, threatening, libelous or harmful material or material that otherwise infringes or assist others to infringe upon the rights of Ashley Madison® or any third parties, including intellectual property rights, publicity rights and rights of personality;

  • any content that contains software downloads that potentially enable diversions of commission from other affiliates in our program;

  • content that is inconsistent with Ashley Madison®'s policies and/or practices;

  • spamming of Participant's users who have registered for the Service;

  • may not create or design a website (or any other website that you operate), explicitly or implied in a manner which resembles our website; or design your website in a manner which leads customers to believe you are Ashley Madison® or any other of its related businesses; or

  • any other content or activity that we find objectionable in our reasonable discretion.

12. Website Service Interruption
Ashley Madison® will use commercially reasonable efforts to keep the Platform, the Affiliate Program and the Service operational. However, certain technical difficulties may, from time to time, result in temporary service interruptions. You agree not to hold liable, and hereby waive and release any claims that you may have against, Ashley Madison® for such interruptions and any consequences thereof.

13. Electronic Messages
You may not send out any electronic message (including without limitation emails) containing Ashley Madison®'s name or branding or any other Ashley Madison® Intellectual Property without our express written consent, which may be withheld in our sole discretion. In the event we authorize you or any member of your network to send an electronic message on our behalf, you shall comply, or cause such member to comply, with any guidelines for affiliate marketers we provide to you from time to time and all applicable laws including, without limitation, the U.S. Can-Spam Act and the Canadian Anti-Spam Legislation.

Notwithstanding anything else contained in this Agreement, Participant agrees to indemnify, defend and hold us, our affiliates, parent and related companies, and our respective directors, officers, employees and agents, or any of them harmless from and against any and all claims, damages, losses, liabilities, penalties, charges, costs and expenses resulting from, relating to or arising out of any breach of this Section 13.

14. Term of the Agreement
This Agreement shall commence on the day it is entered into by you and shall continue until terminated by you or by Ashley Madison® as provided for herein (the "Term").

15. Modifications
We reserve the right to change any of the terms and conditions in this Agreement, including issuing binding policy documents, at any time and in our sole discretion, upon written notice to Participant and by posting a new agreement reflecting such changes on the Affiliate Program site, or posting/distributing applicable policy document, such changes to be effective upon posting and communicating such modification directly to you. You may not change or modify this Agreement.

You hereby acknowledge that such modifications may include, without limitation, changes to commission structures, Prohibited Practices and other Program Rules and payment processes.

IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE AFFILIATE PROGRAM FOLLOWING OUR POSTING ON OUR SITE OF AND PROVISION TO YOU OF A CHANGE NOTICE OR NEW AGREEMENT WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

16. Termination of this Agreement; Breach and Survival
We reserve the right to terminate this Agreement at any time. Termination will be deemed to be effective upon email delivery to you of such termination notice, which will be deemed to be received immediately upon delivery, regardless of whether you successfully receive such notice or not. If we terminate the Agreement in connection with a breach by you of any of the terms herein, any Commissions payable or owing to you will be forfeited by you and you will have no claim, right, title or interest to any such monies.

In the event that Participant violates or does not comply with any of the terms of applicable law or this Agreement, we reserve the right, in our sole discretion, to withhold sales and payments and any Commissions as a result of such non-compliance. Such remedy shall not affect any and all other rights available to us, and we reserve any and all rights and remedies available to us.

Any provision of this Agreement that expressly states that it shall survive or which, by its nature, must survive the completion, expiration, termination or cancellation of this Agreement, shall survive the completion, expiration, termination or cancellation of this Agreement.

17. Disclaimer
ASHLEY MADISON® MAKES NO WARRANTIES, REPRESENTATIONS OR CONDITIONS WITH REGARD TO THE SERVICE, THE PLATFORM, THE AFFILIATE PROGRAM, THE AFFILIATE PROGRAM SITE AND/OR THE ASHLEY MADISON® INTELLECTUAL PROPERTY, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. FURTHER, ASHLEY MADISON® EXPRESSLY DISAVOWS ANY OBLIGATION TO INDEMNIFY YOU OR ANY OF YOUR REPRESENTATIVES OR OWNERS IN CONNECTION WITH ANY LAWSUIT OR OTHER PROCEEDING ARISING OUT OF ANY OF YOUR USE, OR ANY USER'S USE, OF THE SERVICES, THE PLATFORM, THE AFFILIATE PROGRAM, THE AFFILIATE PROGRAM SITE AND/OR THE ASHLEY MADISON® INTELLECTUAL PROPERTY.

18. Limitation of Damages
ASHLEY MADISON® SHALL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE OR PROFITS ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT, THE PLATFORM, THE SERVICE, THE AFFILIATE PROGRAM, THE AFFILIATE PROGRAM SITE AND/OR THE ASHLEY MADISON® INTELLECTUAL PROPERTY EVEN IF ASHLEY MADISON® HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, ASHLEY MADISON®'S AGGREGATE LIABILITY ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE AFFILIATE PROGRAM SHALL IN NO EVENT EXCEED THE TOTAL COMMISSION FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.

19. Notice
Except as provided for in Section 8, Section 15 and Section 16 hereof, all notices and requests in connection with this Agreement will be given in writing and will be deemed given as of (1) the day they are received if sent either by messenger, delivery service, or Post or (2) the date sent if delivered by email or fax, and addressed as follows:

If to Ashley Madison®:
Ashley Madison® Affiliate Program
2300 Yonge Street, Suite 1400, Toronto, Ontario M4P 1E4 Canada
Or by email to: [email protected]
If to Participant:
To the postal address, email address and/or fax number provided by you to us on the Affiliate Program site.

20. Representations and Warranties
You represent and warrant that you have the necessary and full rights, power, authority and capabilities to enter into this Agreement and to perform your obligations hereunder and that the execution of and performance of your obligations under this Agreement will not violate the rights of any third party, nor any applicable federal, state, provincial and local law or regulation. You further represent and warrant that the Sponsoring Website is the true referring url and it shall not include any content or material that violates the rights of Ashley Madison® or any third party.

21. Sponsoring Website
Participant shall, and shall cause all Sponsoring Websites within its network to, promote the Platform as contemplated herein in accordance with (i) all applicable laws and regulations, and (ii) the terms and conditions herein. Participant shall actively monitor such Sponsoring Websites to confirm such compliance. In the event Participant becomes aware of any non-compliance with applicable laws and/or regulations or the terms and conditions herein (including, without limitation, Sections 8 and 11) by a Sponsoring Website within its network, or if otherwise requested by Ashley Madison®, Participant shall promptly cause such Sponsoring Website to: (a) cease promoting the Platform and/or the Services on its website(s), and (b) remove any and all references to Ashley Madison® and/or the Services from its website(s).

22. Indemnification
You agree to defend, indemnify and hold Us harmless, our parent, subsidiary and affiliated companies and our/their directors, officers, employees, affiliates and agents, against any claim, demand, cause of action, damages, losses, penalties, charges, debt or liability, costs and expenses, including reasonable attorney's fees, (collectively, “Losses”) to the extent that such Losses:

  • are based upon a breach of your representations, warranties or obligations hereunder;

  • it arises in connection with the Sponsoring Website or your negligence or willful misconduct (or its employees’ or subcontractors’); or

  • are based on a violation by you of any applicable laws or regulations, including without limitation applicable tax regulations.

23. Confidentiality
Participant agrees that all information provided by Ashley Madison® to it in connection with this Agreement shall remain strictly confidential and shall not be utilized for any purpose outside the terms of this Agreement except and solely to the extent that any such information is (a) already lawfully known to or independently developed by the receiving party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third party any obligation of confidentiality to the discloser hereunder. Notwithstanding the foregoing, Participant is hereby authorized to deliver a copy of any such information (i) to any person pursuant to a valid subpoena or order issued by any court or administrative agency of competent jurisdiction, (ii) to its accountants, attorneys, or other agents on a confidential basis, and (iii) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Exchange Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

24. Miscellaneous
You and Ashley Madison® are independent contractors and nothing in this Agreement is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties including without limitation our approval of your materials. You may not assign this Agreement, by operation of law or otherwise, without the prior written consent of Ashley Madison®; we may assign this Agreement at any time without notice to you. Subject to the foregoing restriction, this Agreement is binding upon, inures to the benefit of and is enforceable by the parties and their respective successors and assigns. "Month" or "Monthly" shall refer to a full calendar month. If any provision of this Agreement is determined to be invalid, illegal or unenforceable by an arbitrator or any court of competent jurisdiction from which no appeal exists or is taken, that provision will be severed from this Agreement and the remaining provisions of this Agreement will remain in full force and effect.

25. Governing Law; Jurisdiction
This Agreement shall be governed by the laws of the Province of Ontario and federal laws applicable therein, without reference to conflict of laws principles. Each party irrevocably attorns and submits to the exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inappropriate forum.

26. Acceptance of Agreement Electronic Signature.
This Agreement is an electronic contract that sets out the legally binding terms of your use of the Integrations and your participation in the Affiliate Program. This Agreement may be modified by Ashley Madison® from time to time, such modifications to be effective upon written notice to Participant as set forth in Section 19 above. YOU INDICATE YOUR ACCEPTANCE TO THE TERMS AND CONDITIONS CONTAINED OR REFERENCED HEREIN BY SIGNING UP TO THE ASHLEY MADISON® AFFILIATE PROGRAM. THIS ACTION CREATES AN ELECTRONIC SIGNATURE THAT HAS THE SAME LEGAL FORCE AND EFFECT AS A HANDWRITTEN SIGNATURE. BY CLICKING ON THE "SIGNUP" BUTTON, YOU ACCEPT THIS AGREEMENT AND AGREE TO THE TERMS, CONDITIONS AND NOTICES CONTAINED OR REFERENCED HEREIN. The official text of this Agreement shall be the English language, and any interpretation or construction of this Agreement shall be based thereon. If any documents or notices relating to this Agreement are translated into another language the English version shall be controlling in the event of discrepancy between the two.