JellyTelly Marketing Affiliate Terms and Conditions

Revised 8/13/15

Herein are the Terms and Conditions with which we each agreed to comply upon your registration as a Marketing Affiliate and acceptance of said registration by us, Bloom Media, LLC. dba JellyTelly ("JellyTelly"). These Terms and Conditions may be revised by JellyTelly and will be posted at www.jellytelly.com/tac.

As a Marketing Affiliate, you will link between your web site and the jellytelly.com web site. You will include certain materials promoting JellyTelly, and to include a link to JellyTelly's website within those materials on your website.

NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the parties agree to the following Terms and Conditions which may be revised by JellyTelly.

  1. Promotional Materials. JellyTelly shall make available to Marketing Affiliate certain banner advertisements, button links, text links, and/or other graphic or textual material (the "Promotional Materials") for display and use on Marketing Affiliate's website and Marketing Affiliate's other digital properties. Marketing Affiliate shall display the Promotional Materials, provided that the manner of display shall be subject to the terms and conditions herein. Marketing Affiliate shall also include a link from the Promotional Materials to JellyTelly's website, as specified by JellyTelly.
  2. Use of Promotional Materials. The Marketing Affiliate's use and display of the Promotional Materials on the Marketing Affiliate's site shall conform to the following terms, conditions and specifications:
    1. Marketing Affiliate may not use any graphic or image to promote JellyTelly's website, products or services other than the Promotional Materials, unless JellyTelly agrees to such other materials in writing prior to their display.
    2. Marketing Affiliate may only use the Promotional Materials for the purpose of promoting JellyTelly's website (and the products and services available thereon), and for linking to JellyTelly's website, to the specific pages and address as specified by JellyTelly.
    3. Marketing Affiliate will not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by JellyTelly, unless JellyTelly has issued written approval of the alteration or modification.
    4. The Promotional Materials will only be used by Marketing Affiliate on websites owned or managed by Marketing Affiliate.
  3. Intellectual Property. JellyTelly retains all right, ownership, and interest in the Promotional Materials, and in any copyright, trademark, or other intellectual property in the Promotional Materials. Nothing in this Agreement shall be construed to grant Marketing Affiliate any rights, ownership or interest in the Promotional Materials, or in the underlying intellectual property.
  4. Term. These Terms & Conditions shall take effect immediately upon acceptance of Marketing Affiliate's registration by JellyTelly, and shall remain in full force and effect until either party sends written notice of intent to terminate. Thereafter the agreement between the parties shall terminate no later than ten business days from issuance of the written notice. Either party shall have the right to terminate this agreement at any time and for any cause.
  5. Relationship of Parties. This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between JellyTelly and Marketing Affiliate. Marketing Affiliate shall provide services for JellyTelly as an independent contractor. Marketing Affiliate shall have no authority to bind JellyTelly into any agreement, nor shall Marketing Affiliate be considered to be an agent of JellyTelly in any respect.
  6. Commission to Marketing Affiliate.
    1. In exchange for Marketing Affiliate's display of the Promotional Materials, and for Marketing Affiliate's compliance with and performance of these Terms and Conditions, JellyTelly shall pay to Marketing Affiliate a commission (the "Commission") for every new subscriber who purchases a subscription after clicking or tapping a link on Marketing Affiliate's website. The credit for the new subscriber shall be based on the last click made by the new subscriber. The Commission is included as Exhibit A and may be revised by JellyTelly at any time. Notification to Marketing Affiliate of any change in Commission will be given by JellyTelly at the email address on hand for the Marketing Affiliate.
    2. JellyTelly shall keep accurate and up-to-date records of the data used to determine the total amount of Commissions owed to Marketing Affiliate. Marketing Affiliate shall be given access to these records upon written request. Any discrepancy between the amount of Commissions owed according to these records, and the actual amount of Commissions paid to Marketing Affiliate in any period or periods shall be rectified by JellyTelly within fourteen days of discovering such discrepancy.
    3. JellyTelly will calculate and distribute payments for Commissions on a monthly basis, within thirty (30) days following the end of each calendar month. If the amount of total Commissions accrued and payable to Marketing Affiliate is less than $100.00, then such accrued and payable balance shall be held over to the following statement and when total commissions due exceed one hundred dollars ($100). JellyTelly shall not be responsible for any taxes owed by Marketing Affiliate arising out of Marketing Affiliate's relationship with JellyTelly.
    4. In the event that Marketing Affiliate materially breaches this Agreement and JellyTelly terminates this Agreement within thirty (30) days of such breach, then any accrued and payable Commissions owing to Marketing Affiliate shall be forfeited, and JellyTelly shall not be obligated to pay such Commissions to Marketing Affiliate.
  7. JellyTelly Rights and Obligations. JellyTelly has the right to monitor Marketing Affiliate's site at any time to confirm adherence to these Terms and Conditions. JellyTelly will notify Marketing Affiliate of any changes to Marketing Affiliate's site that are needed to comply with these Terms and Conditions, or to ensure that Marketing Affiliate's links to JellyTelly's web site are appropriate. If requested changes are not made, then JellyTelly may terminate Marketing Affiliate's participation immediately. Furthermore, JellyTelly reserves the right to terminate your participation as a Marketing Affiliate immediately and without notice in the event of fraudulent use of Promotional Materials or misrepresentation in any way. In such event, JellyTelly shall not be liable to Marketing Affiliate for any Commissions from such fraudulent sales.
  8. Marketing Affiliate's Representations and Warranties. Marketing Affiliate represents and warrants the following:
    1. Marketing Affiliate has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth.
    2. Marketing Affiliate's website does not contain any materials that are:
      1. Sexually explicit, obscene, or pornographic;
      2. Profane, threatening, defamatory, libelous, or harassing;
      3. Graphically violent, including any violent video game images; or
      4. Solicitous of any unlawful behavior
    3. Marketing Affiliate has obtained any necessary clearances, licenses, or other permission for any intellectual property used on Marketing Affiliate's website. Nothing on Marketing Affiliate's website infringes upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infringement, nor does Marketing Affiliate have any reason to believe that any person or entity will bring or threaten such a claim in the future.
    4. Marketing Affiliate will not use the Promotional Materials in any manner other than those set forth in Section 2 above.
    5. Marketing Affiliate will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property therein.
  9. Promotion Restrictions.
    1. Marketing Affiliate will not engage in any tactics that may confuse customers, such as but not limited to retargeting JellyTelly's website visitors, targeting JellyTelly social network followers, displaying advertising, so called "cookie stuffing", or utilizing spyware or AdWords on JellyTelly subscribers or visitors. Marketing Affiliate will not issue any promotions that could be perceived by the public or the press as a joint effort. Certain forms of advertising are always prohibited by JellyTelly such as advertising commonly referred to as "spamming" and other generally prohibited forms of advertising including but not limited to the use of unsolicited commercial email (UCE), and postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, Marketing Affiliate may not advertise in any way that effectively conceals or misrepresents Marketing Affiliate's identity, domain name, or return email address. Marketing Affiliate may use mailings to customers to promote JellyTelly so long as the recipient is already a customer or subscriber of Marketing Affilate's services or web site, and recipients have the option to remove themselves from future mailings. Further, Marketing Affiliate may post to newsgroups to promote JellyTelly so long as the news group specifically welcomes commercial messages. At all times, Marketing Affiliate must clearly represent as independent from JellyTelly. Violation of these Promotion Restrictions shall be cause for JellyTelly to terminate participation as a Marketing Affiliate immediately and any pending balances owed to Marketing Affiliate will not be paid if termination is due to such unacceptable advertising or solicitation.
    2. Marketing Affiliate shall not transmit any so-called "Parasiteware™," "Parasitic Marketing," "Shopping Assistance Application," "Toolbar Installations and/or Add-ons," "Shopping Wallets", "deceptive pop-ups and/or pop-unders" or "interstitials" to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited JellyTelly's site. As used herein a. "Parasiteware™" and "Parasitic Marketing" shall mean an application that (i) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (ii) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (iii) set commission tracking cookies through loading of Merchant site in IFrames, hidden links and automatic pop ups that open Merchant.com's site; (iv) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (v) removes, replaces or blocks the visibility of Marketing Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.
  10. Indemnification. Marketing Affiliate shall indemnify JellyTelly and hold harmless JellyTelly from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of Marketing Affiliate's warranties set forth in Section 8 above. Marketing Affiliate shall also indemnify and hold harmless JellyTelly for any damage, loss or other cost arising out of the use or misuse by Marketing Affiliate of the Promotional Materials.
  11. Confidentiality. Any information that Marketing Affiliate is exposed to by virtue of its relationship with JellyTelly, which information is not available to the general public, shall be considered to be "Confidential JellyTelly Information." Marketing Affiliate may not disclose any Confidential JellyTelly Information to any person or entity, except where compelled by law, unless Marketing Affiliate obtains prior written consent for such disclosure from JellyTelly.
  12. Standards of Conduct. Marketing Affiliate agrees to not intentionally make any materially disparaging remarks relating to the business or products of JellyTelly or any of its affiliates, agents or employees and to represent the best interests of JellyTelly to third parties. Marketing Affiliate, as an independent contractor, will control and direct the manner in which it performs the services hereunder; however, Marketing Affiliate agrees to exercise the standards of conduct adopted by JellyTelly whenever reasonable. Marketing Affiliate will accordingly comply with all applicable laws, as well as uphold the copyright, trademark and other intellectual property interests of JellyTelly and its third party licensors, as applicable, and abide by all legal and contractual limitations with respect to any proprietary material Marketing Affiliate may wish to reproduce, copy, distribute or otherwise use in connection with Marketing Affiliate's promotion of JellyTelly. Marketing Affiliate shall act at all times with due regard to public morals and conventions during the Term of services to JellyTelly. If Marketing Affiliate shall have committed or shall commit any act or do anything that insults or offends the community or any employee, agent or affiliate of JellyTelly or which injures their reputations in JellyTelly's sole judgment, then at the time of any such act, or at any time after JellyTelly learns of any such act, JellyTelly shall have the right to suspend and/or terminate Commissions and services hereunder.