Operating Agreement
This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Bayt.com Affiliates Program (the "Program"). As used in this Agreement, "we" means Bayt.com, Inc. and "You" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to Bayt.com's site located at the URL http://www.bayt.com, or to any site that you will link to our site (and which you will identify in your Program application).
1. Enrollment in the Program
To begin the enrollment process, you will submit a complete Program application via our site. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include those that:
- Promote sexually explicit materials.
- Promote violence.
- Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
- Promote illegal activities.
- Include "bayt" or variations or misspellings thereof in their domain names.
- Otherwise violate intellectual property rights.
If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement.
2. Links on Your Site
Once you have been notified that your site has been accepted into the Program, you may provide on your site one or more of the following types of links to our site:
2.1. Job Search Box Link: You may provide a Bayt.com search box on your site that will permit your site visitors to link directly to a page on our site that contains the results of their search queries. We will provide you with technical specifications describing how to include a Bayt.com search box on your site.
2.2. Button Link to Bayt.com Home Page: You may provide a button link on your site to our home page at http://www.bayt.com, or to the Jobseeker Homepage. Bayt.com will provide you with the graphical artwork for your pages in a variety of sizes.
2.3. Other standard Affiliate Linking Options provided online by Bayt.com.
2.4. You will earn referral fees only with respect to activity on our site occurring directly through the links mentioned above; we will not be liable to you with respect to any failure by you to use these links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.
2.5. Your links must be placed with the intent that it is reasonably likely that they will deliver genuine leads to Bayt.com.
2.6. You may have multiple websites associated to your affiliate account with Bayt.com as long as the websites adhere to our rules and regulations and is deemed suitable for inclusion in our affiliate program.
2.7. You may not place or advertise your affiliate links on the Bayt.com website or on any of Bayt.com's third-party properties, including Bayt.com's pages on Facebook, LinkedIn, Google+, and YouTube. Any attempts to do so may result in your affiliate account and associated earnings being cancelled.
3. Brand Guidelines
Outside of the standard Affiliate linking options provided by Bayt.com online, written Bayt.com approval must be secured for any content pertaining to Bayt.com used by an Affiliate in the program, including on your website's text, in mailers, in banners, in emails, in advertisements, etc. Written Bayt.com approval must also be secured for any use of the Bayt.com name or logo by an Affiliate in any creative promotional or other materials. Bayt.com provides a host of pre-approved Affiliate linking options online and we are always adding to and refreshing the options available to suit your needs. We encourage creativity and experimentation however all instances of Bayt.com name or logo usage or alternative linking options outside of the many standard Bayt.com Affiliate linking options must be approved by Bayt.com first for adherence to brand guidelines.
4. Referral
We will track registered jobseekers that follow Special Links from your site to our site. We will be responsible for all aspects of jobseeker and fulfillment. Among other things, we will prepare order forms, process registration and handle customer service. We will track CVs created by jobseekers that have registered using Special Links from your site to our site and will make available to you reports summarizing this activity. The form, content, and frequency of the reports may vary from time to time in our discretion. We encourage creativity in how You attract jobseekers to register on Bayt.com through your website as long as your actions are legal, ethical, and adhere to the terms and conditions of this agreement.
5. Referral Fee Schedule
We will pay you referral fees for each new "Active Jobseeker " that is referred to Bayt.com from your site. An "Active Jobseeker" is defined as any user who has activated a CV within 30 days of each billing cycle. Bayt.com will not pay You for Active Jobseekers who were registered or submitted their CV to Bayt.com before being referred by You.
5.1. You may not register "Active Jobseekers" through the links on your site for your own use, for resale or commercial use of any kind. This includes registering for customers or on behalf of customers. Such registrations may result (in our sole discretion) in the withholding of referral fees or the termination of this Agreement.
5.2. Other than Bayt.com's income taxes, You agree that one or more of You, the affiliate, or the user, to the exclusion of Bayt.com, shall pay all applicable sales, use, Internet, import, or other taxes or duties, and any other fees or withholding related to the leads or licenses under this Agreement.
5.3. You may not directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using Special Links on your site to access our site (e.g., by implementing any "rewards" program for persons or entities who use Special Links on your site to access our site) without our express permission.
5.4. You shall not a) cause any referrals to be made that are not in good faith, including, but not limited to, using any device, program, robot, I-frames, hidden frames, JavaScript popup windows and redirects, b) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of our site; c) make any orders or subscription requests, or engage in other transactions of any kind on our site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so; d) take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring; or e) post or serve any advertisements or promotional content around or in conjunction with the display of our site (e.g., through any "framing" technique or technology or pop-up windows), or assist, authorize, or encourage any third party to take any such action. If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement and/or terminate this Agreement.
5.5. You will not be due additional fees for multiple CVs from a single Jobseeker.
6. Referral Fee Schedule
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 "Active Jobseekers" you delivered during that month. However, if the referral fees payable to you for any calendar month are less than $300, we will hold payment until the total amount due is at least $300 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 Bayt.com from time to time (as a default rate), Bayt.com will transmit to You, by the 20th day following month end the entire accumulated positive balance in Your Account for the relevant month.
7. Policies and Pricing
Users who register on Bayt.com through this Program will be deemed customers of Bayt.com. Accordingly, all Bayt.com rules, policies, and operating procedures concerning customer information and customer service will apply to those customers. We may change our policies and operating procedures at any time.
8. Identifying Yourself as an Affiliate
We will make available to you a small graphic image that identifies your site as a Program participant. You must display this logo or the phrase "In association with Bayt.com" somewhere on your site. We may modify the text or graphic image of this notice from time to time. You may not make any press release with respect to this Agreement or your participation in the Program. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.
9. Limited License
Bayt.com grants You a revocable, non-transferable, royalty free, international sublicense, subject to the terms and conditions of Bayt.com's license, to allow Bayt.com Links to be created on Your Web Site and to copyrighted Bayt.com content for the limited purposes of and subject to the terms and conditions of this Agreement. You agree to remove or update any Link promptly upon Bayt.com's request. You shall not otherwise copy, nor in any manner modify, in any way any icons, buttons, banners, graphics files, names, trademarks, or copyrighted content that You receive from the Service. You may not remove or alter any copyright, patent or trademark notices.
10. Privacy and Confidentiality
10.1. Unless otherwise provided for in this agreement or with written consent of the other party, all information that the collaborating parties contribute to this transaction, including but not limited to the rules of the agreement and commercial and financial information, is treated as strictly confidential.
10.2. Bayt.com respects privacy. Bayt.com promises not to disclose, other than under compulsion of law, including subpoena, and as reasonably necessary to Bayt.com's agents, consultants and potential investors, any personal or business information that can be linked specifically to any of Your Visitors, without Your express permission, to the extent Bayt.com collects any such information. Bayt.com will not sell the name, e-mail address, phone number, or any other personal information regarding Your Visitors to anyone. Bayt.com considers this information to be private, and, if ever collected, will treat it as such. You understand that by Clicking on Your Links, Your Visitors will have cookies placed on their hard drives. You agree that Bayt.com may post performance statistics based on You and Your Links. If You have any questions about Your privacy rights, or would like further information regarding the confidentiality of Your interactions with Bayt.com, You may contact us at affiliates@bayt.com.
11. Responsibility for Your Site
You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:
- The technical operation of your site and all related equipment.
- Creating and posting Special Links to Bayt.com on your site and linking those descriptions to our site.
- The accuracy and appropriateness of materials posted on your site (including, among other things, all Bayt-related references).
- Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights).
- Ensuring that materials posted on your site are not libelous or otherwise illegal.
- We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorney's fees) relating to the development, operation, maintenance, and contents of your site.
12. Term of the Agreement
The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all Bayt.com trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are eligible to earn referral fees only on the registration of Active Jobseekers that occur during the term.
13. Modification
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the program following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change.
14. Relationship of Parties
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. 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 otherwise, that reasonably would contradict anything in this Section.
15. Limitation of Liability
We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.
16. Disclaimer of Warranties & Limitation of Liability
16.1. Each party will make reasonable commercial efforts to keep its Web site operational during normal business hours. However, certain technical difficulties may, from time to time, result in temporary service interruptions. We agree and acknowledge that it is normal to have a certain amount of system downtime and agree not to hold each other liable for any of the consequences of such interruptions.
16.2. Any liability of Bayt.com under this agreement shall be limited to the total of your payouts paid and payable by Bayt.com during the term of this agreement.
16.3. Bayt.com shall not be liable to you for any consequential, exemplary, special, incidental, or punitive damages, including, but not limited to, loss of goodwill, lost profits, business interruption, loss of programs or other data; not any third party including but not limited to a claim by a member, even if Bayt.com has been advised of the possibility of such damages or claim.
16.4. To the fullest extent permissible pusuant to applicable law, Bayt.com disclaims all warranties express or implied, including, but not limted to, (A) that the service will be merchantable or fit for a particulat purpose, (B) that the service will be uninterrupted or error-free, (C) that defects will be corrected, (D) that there are no viruses or other harmful components, (E) that the security methods employed will be sufficient, (F) regarding correctness, accuracy, or reliability, (G) against interference with your enjoyment of the information, or (H) against infringement. All “Information” and “Computer Programs” provided in the ourse of this agreement are provided with all faults, and the entire rist as to satisfactory quality, performance, accuracy, and effort is with you as the user.
16.5. Bayt.com shall not be liable to you or any of your directors, officers, shareholders, agents, employees, licensees, or attorneys, for Bayt.com's willful, reckless or negligent conduct related to or arising from: (1) failure by you to use the most recent version of codes or links, or the modification or misuse therefof; (2) Bayt.com's delay in furnishing services; (3) the inability to use the service or any information provided on any web site or any linked web site; (4) any claim attributable to errors, omissions or other inaccuracies in any web site or any linked web site; (5) unauthorized access to, alteration of, or desruction of the web site, customer data files, systems of programs, of you; (6) any act of omission by Bayt.com; or (7) the content or use of any web site.
16.6. You acknowledge that the provisions of this section 16 are an essential element of the benefit of the bargain reflected in this agreement.
17. Indemnification
17.1. You shall defend, indemnify and hold Bayt.com harmless against all claims, suits, costs, damages and judgments incurred, claimed or sustained by third parties, including but not limited to Merchants, related in any manner to this Agreement or to any Merchant Agreement whether entered into before of after this Agreement ("Claims"), provided that such Claims are not solely attributable to the intentional acts of Bayt.com.
17.2. Should any Claim give rise to a duty of indemnification under the provisions of this Agreement, then the indemnitee shall promptly notify the indemnitor, and the indemnitee shall be entitled, at its own expense, and upon reasonable notice to the indemnitor, to participate in, control the defense, compromise and to defend such Claim. The indemnitor may not settle any claim without the consent of the indemnitee, except upon terms and conditions offered or consented to by the indemnitee, which consent shall not be unreasonably withheld. Neither participation nor control in the defense shall waive or reduce any obligations to indemnify or hold harmless.
17.3. We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). 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.
18. Independent Investigation
You acknowledge that you have read this agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this agreement or operate web sites that are similar to or compete with your web site. You have independently evaluated the desirability of participating in the program and are not relying on any representation, guarantee, or statement other than as set for in this agreement.
19. Miscellaneous
This Agreement will be governed by the laws of the United States and the state of California, without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without our 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. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
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