These Terms and Conditions govern participation in the Iconic iD LLC Affiliate Program (hereinafter, either the "Iconic iD Affiliate Program" or the "Program"), which is offered by Iconic iD LLC ("Iconic iD"), which operates a web site accessible through www.IconiciD.com ("Iconic iD web site") and mobile applications.
The Program is offered to individuals or entities operating other web sites and/or social or personal networks subject to these Terms and Conditions. The term "Affiliate" shall refer to any individual or entity who joins the Iconic iD Affiliate Program and accepts these Terms and Conditions by clicking on the acceptance button at https://www.IconiciD.com/terms/affiliate to subsequently create an affiliate account and everyone else referring sales to Iconic iD in return for compensation. Iconic iD may amend or otherwise modify this Agreement. Affiliate agrees that Iconic iD's posting of any amendments or modifications to this website or mobile application shall constitute adequate notice to Affiliate. If any material modification to this Agreement is unacceptable to Affiliate it shall be Affiliate's responsibility to terminate as provided in Section 8 of this Agreement. If Affiliate does not terminate the Agreement within 10 days of the material modification then Affiliate's continued participation in the Iconic iD Affiliate Program will mean that Affiliate has accepted the amended or modified Agreement.
1. Iconic iD AFFILIATE PROGRAM
The Iconic iD Affiliate Program enables users to promote the Iconic iD service for which they will be eligible for compensation in accordance with, and subject to, these Terms and Conditions. Iconic iD reserves the right, in its sole discretion, to alter the Program at any time for any reason or for no reason at all. Iconic iD also reserves the right, in its sole discretion, to terminate the Program at any time for any or no reason at all.
2. REGISTRATION AND ACCEPTANCE
By registering for the Program and accepting these Terms and Conditions, Affiliate represents and warrants:
- a. that he or she is of the legal age of consent in all applicable jurisdictions and, in any event, is at least 18 years of age.
- b. that he or she can lawfully bind him or herself to these Terms and Conditions and can lawfully participate in the Program in the jurisdiction(s) where Affiliate is located. No Affiliate may participate in the Program where doing so would be prohibited by any law or regulation having the force of law applicable to Affiliate.
- c. that his/her web site(s) or other means of promoting Iconic iD does not and will not contain, display, promote or include obscene, indecent, violent, discriminatory, illegal, pornographic, or adult content, including, but not limited to, text, graphics and images. Affiliate also represents and warrants that his/her web site(s) or other means of promoting Iconic iD contains and displays content (including, but not limited to, text, graphics and images) in addition to the links, promotional materials, and branding made available pursuant to the Program.
- d. (i) that all information submitted by Affiliate in registering for the Program is true, accurate, current, and complete; (ii) that the Affiliate is not already registered under another account for the Program; and (iii) that Affiliate shall maintain and update information submitted in registering for the Program in order to keep it true, accurate, current and complete at all times. If any information that Affiliate submits in the registration process is untrue, inaccurate, not current or incomplete, Iconic iD shall have the right to terminate Affiliate's participation in the Program, in addition to other remedies available to it under law, all of which are expressly reserved.
- e. that in order to participate in the Program, Affiliate will be required to enter certain registration information and to accept these terms and subsequently create an affiliate account. By providing registration information Affiliate agrees to be bound by these Terms and Conditions. If these Terms and Conditions or any future amendment or modification thereto are unacceptable to Affiliate, Affiliate may cancel its participation in the Program pursuant to Section 8 below.
3. AFFILIATE'S OBLIGATIONS
3.1 Responsibility for Web Sites. Affiliate acknowledges and agrees that he or she shall be solely responsible for Affiliate's web site(s) and all content, products, services, and/or links displayed on or made available through or in connection with such web site(s). Affiliate shall not publish any content harming or damaging the Iconic iD's reputation.
3.2 Use of Links, Promotional Materials, and Branding. Affiliate agrees that he or she will only use the links, promotional materials, and branding made available by the Iconic iD through the Program in the precise manner and mode by which such links, promotional materials, and branding are made available pursuant to the Program. Affiliate further agrees that he or she will only use such links, promotional materials, and branding for the purpose of establishing links to the Iconic iD web site, referring users to the products and services made available on the Iconic iD web site, and promoting Iconic iD as an entity as well as Iconic iD’s products. Affiliate further agrees that he or she will only use the links, promotional materials, and branding made available pursuant to the Program as additions to the content displayed on his/her web site(s) and that such links, promotional materials, and branding shall not be the sole content on his/her web site(s).
3.3. Prohibited Conduct. Affiliate acknowledges, represents, and warrants as follows:
- Affiliate is prohibited from using language in advertising campaigns such as "Official Site," "Main Site," Official Representative," or any other language that might confuse the viewer of such an advertisement. Iconic iD reserves the right in its sole discretion to determine what language or action might confuse viewers.
- Affiliate will display all links, promotional materials, and branding made available pursuant to the Program alone, with reasonable spacing between each side of such item and other graphic or textual elements.
- Affiliate will not claim or hold itself out as claiming any sponsorship by, endorsement by, or affiliation with Iconic iD or its related or subsidiary companies, successors, and assigns.
- Affiliate will not use the word "Iconic iD," or any variation thereof, in its domain name.
- Affiliate will not use any computer program, robot, or other device, which causes Iconic iD to record a click-through or sale where no such click-through or sale has occurred.
- Affiliate will not violate or encourage any third party or entity to violate any law or regulation, including, but not limited to, laws prohibiting the sale of certain goods and services and laws prohibiting the export of certain goods or services.
- Affiliate will not defame, impersonate or invade the privacy of any third party or entity or encourage any third party or entity to do the same.
- Affiliate will not engage in any conduct that infringes the rights of any third party, including, but not limited to, the intellectual property, business, contractual, or fiduciary rights of others or encourage any third party or entity to do the same.
- Affiliate will ensure that its web site(s) will not inhibit a user's ability to return to the Iconic iD web site.
- Affiliate may promote the Program electronically via email and/or through chat rooms, message boards, and/or newsgroups provided, however, that in no event shall Affiliate engage in the electronic transmission of unsolicited email, commercial advertising, information announcements, or spam of any type. Affiliate agrees to comply strictly with all applicable laws (federal, state, and otherwise) that govern marketing email, including without limitation, the U.S. CAN-SPAM Act of 2003 and all other anti-spam laws. Violation of any of these laws will lead to immediate termination of this Agreement. Affiliate agrees to defend and indemnify Iconic iD from and against any claim by a third party in connection with Affiliate’s failure to comply with this No-Spam Policy.
3.4 Reporting. Iconic iD shall make available online to Affiliate activity reports from which the number and dollar amount of Iconic iD sales made by Affiliate and the abbreviated contact information received from Iconic iD subscriber(s) referred by Affiliate.
3.5 Email and Phone Contact. Affiliate hereby permits Iconic iD to contact Affiliate through email and phone and at Affiliate's mailing address, provided to Iconic iD by Affiliate, for the duration of this agreement. Due to Iconic iD's need to communicate with its Affiliates, Affiliate cannot "opt-out" of Iconic iD's Affiliate mailing lists or phone list unless Affiliate terminates its entire Affiliate relationship with Iconic iD.
3.6 Federal Trade Commission Rules Regarding Endorsements and Testimonials. The Federal Trade Commission classifies Affiliate as an “endorser” for Iconic iD’s products or services that Affiliate markets as an Iconic iD affiliate. Accordingly, Affiliate is required to disclose Affiliate’s “material connections” with Iconic iD in Affiliate’s capacity as an Iconic iD affiliate. This means, among other things, that Affiliate should disclose the fact that Affiliate is compensated for promoting Iconic iD products and services. Affiliate agrees to comply strictly with all FTC requirements in Affiliate’s affiliate marketing activities.
3.7 Federal Trade Commission Rules Regarding Truthful and Non-Deceptive Advertising. The Federal Trade Commission (FTC) and various state laws prohibit advertising that is false or misleading. Accordingly, Affiliate is required to substantiate Affiliate’s advertising claims prior to dissemination to state these claims in clear language that is both true and also not misleading. Affiliate agrees to comply strictly with all FTC and state law requirements in its affiliate marketing activities.
3.8 Consent to Release of Information. Affiliate agrees that Iconic iD may provide information about Affiliate and Affiliate’s affiliate relationship with Iconic iD (i) to any governmental or regulatory agency that is investigating Affiliate’s affiliate marketing methods, procedures, or communications, and (ii) to any private person or organization which Iconic iD believes may have a good faith claim based on Affiliate’s affiliate marketing methods, procedures, or communications.
3.9 Monitoring Rights. Affiliate acknowledges that Iconic iD may crawl or otherwise monitor Affiliate’s site by visitation (either directly by Iconic iD or by a third-party service provider) for the purpose of ensuring the quality and reliability of Affiliate’s links to this site. Affiliate agrees that Iconic iD may monitor Affiliate’s marketing methods, procedures, and communications. Affiliate agrees to include an email address designated by Iconic iD in each of Affiliate’s email marketing campaigns. Affiliate also agrees that Iconic iD has the right to require Affiliate to modify or cease any of Affiliate’s marketing methods, procedures, and communications.
4. AFFILIATE'S AUTHORITY
Affiliate represents and warrants as follows:
- Affiliate has full power and authority under all applicable laws and regulations to accept and by bound by these Terms and Conditions.
- Affiliate has full power and authority under all applicable laws and regulations to promote Iconic iD by displaying the links, promotional materials, and branding offered through the Program, including but not limited to holding all necessary licenses, consents, and approvals from all private and governmental entities in all applicable jurisdictions necessary to display the links, promotional materials, and branding.
- Affiliate has full power and authority under all applicable laws and regulations to receive compensation in accordance with these Terms and Conditions for displaying the links, promotional materials, and branding offered through the Program, including but not limited to holding all necessary licenses, consents, and approvals from all private and governmental entities in all applicable jurisdictions necessary to display the links, promotional materials, and branding
- Affiliate has full power and authority under all applicable laws and regulations to copy and display the materials (including but not limited to text, graphics and images) used or displayed at Affiliate's web site(s), or other means of promotion, including but not limited to holding all necessary licenses with respect to materials owned by third parties.
5. PROPRIETARY RIGHTS
5.1 License. Affiliate is hereby granted a non-exclusive, non-transferable license to use and display from Affiliate's web site(s) and other means of promotion, the links, promotional materials, and branding made available through the Program in accordance with, and subject to, these Terms and Conditions during such time as Affiliate is eligible to participate, and is participating, in the Program. Except as expressly stated herein, Affiliate shall not make any other use of the links, promotional materials, and branding made available through the Program.
5.2 Iconic iD Intellectual Property. Affiliate acknowledges and agrees that the content made available through the Program, including, but not limited to, links, promotional materials, web pages, and branding, and the content and Services available through the Iconic iD web site are protected by Iconic iD's copyrights, trademarks, patents, or other proprietary rights and laws, and may not be used in any manner other than as specified in Section 5.1 above.
5.3 Unauthorized Access. Affiliate shall not attempt, directly or indirectly, to gain unauthorized access to any servers controlled, in whole or in part, by Iconic iD or to any servers controlled, in whole or in part by any other third party that may provide services in connection with the Program.
5.4 Notifications of Claimed Infringement by Affiliate. Affiliate agrees to assume sole responsibility for compliance by Affiliate and Affiliate's web site(s) with all applicable intellectual property laws and all other laws. In the event that Iconic iD should receive any notification of claimed infringement by Affiliate, Affiliate agrees to cooperate with Iconic iD in expeditiously responding to such notification and resolving any claim of infringement.
- Commissions. Iconic iD shall compensate each Affiliate in accordance with Iconic iD's then current commission schedule for each verified sale by a visitor from Affiliate. The current commission is ten percent (10%) of each verified sale for purchases made directly from Affiliate's links. To qualify as a verified sale, the visitor must use a link provided by Iconic iD to Affiliate and use the Affiliate’s referral code during their Iconic iD registration on the Iconic iD web site or mobile application for purposes of this Program. The determination of whether a sale is verified is in the sole discretion of Iconic iD and all such determinations by Iconic iD are final.
- Time of Payments and Minimum Commissions. Commissions shall be paid to Affiliate once per month for all commissions earned in the previous month provided that at least Ten Dollars ($10.00 USD) is then due to Affiliate. Iconic iD reserves the right to suspend payment of Affiliate commission indefinitely, if it suspects improper activity or a potential breach of any of the terms in this Agreement. Iconic iD reserves the right to deduct from Affiliate's commission payment any and all commissions corresponding to any fraudulent, questionable, and cancelled Iconic iD purchases. Where no subsequent commission is due and owing, Iconic iD will send Affiliate an invoice for the balance of such refunded sale upon termination of the program or termination of Customer and Affiliate will provide payment within thirty (30) days of the date of such invoice.
- Form of Payment. Iconic iD will make payments to Affiliate by company check or other electronic means. Commission shall be paid based on the current information in your Affiliate profile. Affiliate is required to notify Iconic iD promptly of any change in address.
- Tax Forms Required. Once accrued and paid commissions for an Affiliate reaches a cumulative total of $500.00 during a calendar year such Affiliate is required to submit a completed and accurate W8/W9 tax form before any further commissions shall accrue and be due to Affiliate. Affiliate is responsible for the payment of all taxes related to the commissions Affiliate receives under this Agreement. In compliance with U.S. tax laws, Iconic iD will issue a Form 1099 to Affiliates whose earnings meet or exceed the applicable threshold.
- Forfeiture of Accrued Commissions in Cases of Breach. Any Affiliate who violates these Terms and Conditions will immediately forfeit all rights to any and all accrued commissions.
- Waiver. Affiliate expressly waives any statutory or other legal protection in conflict with the provisions of this Section 6.
- Disputes. Affiliate has access to Iconic iD's real-time Affiliate Program statistics and activity and specifically agrees to file any tracking or commission disputes as well as any other disputes and discrepancies within 45 days after the end of the month in which the sale or event that is disputed occurred. Iconic iD will not accept disputes filed after 45 days of the date on which the sale occurred and Affiliate waives and forfeits forever any rights to a potential claim made after such date.
The term "Confidential Information" means any information or material, which is proprietary to Iconic iD, whether or not owned or developed by Iconic iD, which is not generally known other than by Iconic iD, and which Affiliate may obtain through any direct or indirect contact with Iconic iD or Iconic iD's customers such as, but not limited to business records and plans, financial statements, customer lists and records, any customer correspondence concerning Iconic iD, credit card information, technical information, pricing structure, source code and/or object code, copyrights and intellectual property, competitive information, and other proprietary information. Affiliate represents that it will protect any confidential material and information, which may be disclosed between Iconic iD, Iconic iD's customers and the Affiliate at all times. Affiliate understands and acknowledges that the Confidential Information has been developed or obtained by Iconic iD by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of Iconic iD, which provides Iconic iD with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the disclosure of the Confidential Information, Affiliate agrees to hold in strictest confidence and to not disclose under any and all circumstances the Confidential Information to any person or entity without the prior written consent of Iconic iD. Affiliate will not copy or modify any Confidential Information without the prior written consent of Iconic iD. Further, Affiliate shall not disclose any Confidential Information to any of Affiliate's customers, contractors, agents or employees, except those contractors or employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. If it appears that Affiliate has disclosed or has threatened to disclose Confidential Information in violation of this Agreement, Iconic iD shall be entitled to an injunction to restrain Affiliate from disclosing, in whole or in part, the Confidential Information. Iconic iD shall not be prohibited by this provision from pursuing other remedies, including but not limited to a claim for losses and damages.
8.1 Termination. Affiliate's participation in the Program is terminable at any time and for any reason or for no reason at all by either party by providing written notice of termination to the other party. Without limiting the foregoing, Affiliate's participation in the Program shall be deemed automatically terminated immediately and all commissions forfeited upon Affiliate's violation of any of these Terms and Conditions or of any applicable law or regulation. In addition, without limitation, Affiliate's participation in the Program may be terminated where Iconic iD, in its sole discretion determines: (1) that any content, goods, services, or links displayed on or made available through or in connection with Affiliate's web site(s) are obscene, indecent, vulgar, offensive, dangerous, slanderous, reputation damaging or are otherwise deemed inappropriate by Iconic iD, in its sole discretion; or (2) that Affiliate or Affiliate's web site(s) is or has become the subject of a government complaint or investigation.
8.2 Notice of Termination. Iconic iD and Affiliate shall provide notice of termination pursuant to Section 16.0 governing notices. Where Affiliate's participation in the Program is terminated automatically as described in Section 8.1 above, no notice of termination need be provided for such termination to be effective.
8.3 Effect of Termination. Upon termination, Affiliate shall immediately cease and desist from exercising any rights conferred by these Terms and Conditions, including, without limitation, from making any use of the links, promotional materials, trademarks, and branding made available through the Program. Upon termination, Affiliate may not register for any subsequent participation in the Program or rejoin the Program, without the prior, written consent of Iconic iD, which may be withheld or refused in the sole discretion of Iconic iD.
8.4 Survival. The provisions of Sections 3, 4, 5.3, 7, 8.4, 9, 10, 11, 12, 13, 16, 18, 19, and 22 shall survive any termination of Affiliate's participation in the Program.
9. AFFILIATE'S PRIVACY
9.1 Privacy and Third Parties. Iconic iD may provide to third parties the information that Affiliate submits in registering for the Program as Iconic iD deems necessary.
9.2 Social Security Number or Taxpayer Identification Number. Any Affiliate who is a United States citizen or resident or other non-foreign person acknowledges that Affiliate's United States social security number or taxpayer identification number will be provided on any Internal Revenue Service Forms 1099 or any other tax forms required to be furnished to Affiliate and provided to the Internal Revenue Service to reflect commissions earned pursuant to the Program.
9.3 Password. Affiliate shall receive a password to access Affiliate's account. Affiliate is responsible for any and all activities that occur under Affiliate's password. Affiliate agrees to keep its password strictly confidential, to allow no other person or company to use its password, and to notify Iconic iD promptly if Affiliate has any reason to believe that the security of its account has been violated.
9.4 Technical Access. Affiliate acknowledges and agrees that the technical processing of Affiliate's registration information is and may be required: (a) for the Program to function; (b) to conform to the technical requirements of connecting networks; (c) to conform to the technical requirements of the Program; or (d) to conform to other, similar technical requirements. Affiliate also acknowledges and agrees that Iconic iD may access Affiliate's account and its contents at any time as necessary to identify or resolve technical problems or respond to complaints about the Program or for any other reason Iconic iD sees fit; provided, however, that nothing in this Section shall impose such a duty on Iconic iD.
Affiliate agrees to indemnify and hold harmless Iconic iD, and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents, from any claim or demand, including, without limitation, penalties, interest, reasonable attorneys' fees and costs claimed, demanded, or incurred in connection with any claim or demand, made by any third party due to or arising directly or indirectly out of Affiliate's conduct, Affiliate's web site(s), Affiliate's participation in the Program, any content, goods, services, or links displayed on or made available through or in connection with Affiliate's web site(s) or other means of promotion, any claim that Iconic iD is obligated to pay tax obligations in connection with compensation paid to Affiliate pursuant to the Program, any alleged violation of these Terms and Conditions, any alleged violation of any applicable law or regulation, or any alleged violation of any rights of another, including but not limited to Affiliate's use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with Affiliate's web site(s). Iconic iD reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Affiliate, but doing so shall not excuse Affiliate's indemnity obligations. Iconic iD shall have the right to participate in the defense of all claims pursuant to this Section.
11. TAX OBLIGATIONS
Affiliate shall be solely responsible for all tax obligations due to all taxing authorities arising from or in connection with Affiliate's participation in the Program, including, without limitation, foreign taxes, United States federal, state, and local withholding taxes, FICA, FUTA, Social Security, Medicare, SUI, and any other such taxes and deductions ("Taxes") with respect to any earnings or payments made hereunder, whether or not Iconic iD is required to deduct said Taxes from the payments due to Affiliate hereunder. Affiliate understands and agrees that Iconic iD shall not be responsible for withholding any Taxes from any payments due to Affiliate. Affiliate agrees to indemnify and reimburse Iconic iD from any claim for assessment of Taxes by any foreign, United States federal, state, and/or local taxing authority, and any other costs and damages, arising from or in connection with the operation of this Section.
12. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
12.1 DISCLAIMER OF WARRANTIES. THE PROGRAM, INCLUDING ALL SERVICES PROVIDED IN CONNECTION WITH THE PROGRAM, ARE PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, Iconic iD DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE PROGRAM, INCLUDING THE SERVICES PROVIDED IN CONNECTION WITH THE PROGRAM. AFFILIATE UNDERSTANDS AND AGREES THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH PARTICIPATION IN THE PROGRAM IS DONE AT AFFILIATE'S OWN DISCRETION AND RISK AND THAT AFFILIATE WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO AFFILIATE'S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS IN THE DOWNLOAD OF SUCH MATERIAL. AFFILIATE ACKNOWLEDGES AND AGREES THAT Iconic iD DOES NOT WARRANTY AND IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY AFFILIATE PROGRAMS ACCESSIBLE THROUGH Iconic iD. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the foregoing disclaimers may not apply to you.
12.2 LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL Iconic iD BE LIABLE TO AFFILIATE ON ACCOUNT OF AFFILIATE'S PARTICIPATION IN THE PROGRAM, USE OR MISUSE OF THE PROGRAM, RELIANCE ON THE PROGRAM, INABILITY TO PARTICIPATE IN THE PROGRAM, OR FOR THE INTERRUPTION, SUSPENSION OR TERMINATION OF THE PROGRAM. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES (EVEN IF Iconic iD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION SHALL APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE PROGRAM OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE Iconic iD WEB SITE. SUCH LIMITATION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, the foregoing limitation may not apply to you.
Affiliate hereby agrees to release Iconic iD and its parents, subsidiaries, affiliates, members, managers, agents, representatives, and employees from any and all claims, demands, debts, obligations, damages (actual or consequential), costs, and expenses of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, that Affiliate may have against them arising out of or in any way related to such disputes and/or to the Program. Affiliate hereby agrees to waive all laws that may limit the efficacy of such releases.
14. NO RESALE, ASSIGNMENT, OR SUBLICENSING
Affiliate agrees not to resell, assign, sublicense, otherwise transfer, or delegate its rights or obligations under these Terms and Conditions without the prior express written authorization of Iconic iD.
15. FORCE MAJEURE
Under no circumstances shall Iconic iD be liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.
Notices or communications pursuant to these Terms and Conditions shall be sent by electronic mail or in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the following addresses: (a) if to Iconic iD, such notices shall be submitted through https://www.IconiciD.com/contact; (b) if to Affiliate, such notices shall be addressed to the electronic or mailing address specified when Affiliate registered for participation in the Program, or (c) such other address as either party may give the other by notice as provided above.
17. ENTIRE AGREEMENT
These Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, both oral and written, negotiations, representations, writings and all other communications between the parties.
18. CHOICE OF LAW AND FORUM
These Terms and Conditions shall be governed by and construed in accordance with, and all legal issues arising from or related to Affiliate's participation in the Program shall be determined by, the laws of the Commonwealth of Virginia without regard to its conflict of law provisions. The courts with jurisdiction in Henrico County, Virginia shall be the exclusive forum and venue to resolve any and all disputes arising out of or relating to these Terms and Conditions or to Affiliate's participation in the Program. Affiliate and Iconic iD consent to personal jurisdiction and venue exclusively in the appropriate state and Federal courts located in Henrico County, Virginia.
19. LIMITATION OF ACTIONS
Affiliate agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to participation in the Program or to these Terms and Conditions must be filed within One (1) year after such claim or cause of action arose, or be forever barred.
All headings in these Terms and Conditions are for convenience only and shall have no legal or contractual effect. Whenever the context permits, the use of a particular gender shall include the masculine, feminine and neuter genders, and any reference to the singular or the plural shall be interchangeable with the other.
21. RELATIONSHIP OF PARTIES
Iconic iD and Affiliate are independent contractors under these Terms and Conditions, and nothing herein shall be construed to create a partnership, joint venture, agency, or employment relationship. Neither party pursuant to these Terms and Conditions has authority to enter into agreements of any kind on behalf of the other and neither party shall be considered the agent of the other. Under these Terms and Conditions, Affiliate is contracting solely to provide advertising services for Iconic iD in accordance with these Terms and Conditions.
22. SUCCESSORS AND ASSIGNS
These Terms and Conditions shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns.