Affiliate Program Terms & Conditions

This Agreement, made and entered by and between C2M LLC d/b/a/ “Click2Mail” (referred to henceforth as "Click2Mail" or "we") with its principal place of business in Arlington, VA, and you, the affiliate (referred to henceforth as "you" or "Affiliate"), contains the complete terms and conditions that apply to your participation in the Click2Mail Affiliate Program (the "Affiliate Program" or "Program"). This is a legal agreement between you and Click2Mail.

Term. The term of this Agreement will begin upon our acceptance of your Affiliate 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. You are only eligible to earn referral fees on referrals occurring during the term.

Enrollment in the Program. You will submit a complete Affiliate Program application form from our site. By submitting the online application form you are agreeing that you have read and understand the terms and conditions of this Agreement and that you agree to be legally bound by each of the terms and conditions. We may reject your application (at our sole discretion) if we feel your site is unsuitable or inconsistent with the mission of Click2Mail. If your site is accepted, Click2Mail may terminate this Agreement anytime thereafter if your site is determined (at our sole discretion) to be unsuitable for the Program, even if your site has not changed since the time that your Affiliate Program application was accepted. We may reject your application or your participation in the Program if your site:

  • ● Promotes sexually explicit materials;
  • ● Promotes violence;
  • ● Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
  • ● Promotes illegal activities;
  • ● Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law;
  • ● Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, sexually, ethnically or otherwise objectionable to us in our sole discretion;
  • ● Contains software downloads that potentially enable diversions of referral fees from other affiliates in our Affiliate Program;
  • ● Utilizes parasite software;
  • ● Spams; or
  • ● Is created or designed, explicitly or implied, in a manner which resembles our website or leads customers to believe you are Click2Mail or any other affiliated business.

Our Obligations. Upon your acceptance as an Affiliate, we will make available to you a unique password (your “Password”) which you will be able to use to access a portal, hosted on our system, which will provide you with information related to the Affiliate Program and your participation in the Affiliate Program (your “Affiliate Portal”). Through your Affiliate Portal we will provide you with downloadable creative banners, text links and other affiliate links, related HTML codes and tracking codes for Click2Mail products, services, coupons and promotion specials (the "Links"), which, subject to the terms and conditions hereof, of you may display as often and in as many areas of your approved site as you desire (such Links as utilized by you are referred to as your “Affiliate Links”). As any updates to the Links, Affiliate Program news and training information are made available by Click2Mail, you will be notified via email or through your Affiliate Portal. We will keep track of purchases made by customers coming to through your Affiliate Links (your “Affiliate Account”) and provide this information to you via your Affiliate Portal enabling you to track purchases made by customers coming through your Affiliate Links.We will pay you a referral fee for every purchase (with the exception of mailing lists) made by a customer within sixty (60) days after the customer first accessed the Click2Mail site through your Affiliate Link (the “Referral Fee”). You will be able to review the calculation of Referral Fees due you (as reflected upon your Affiliate Account) by accessing your Affiliate Portal. The Referral Fee will be equal to five percent (5%) of production costs (not including postage or shipping costs and net of any coupon codes, discounts, credits or taxes) for each purchase made and paid for. In certain instances, as more fully described in the section labeled “Tracking and Payment of Referral Fees,” Click2Mail will pay a Referral Fee equal to six percent (6%). Purchases by customers within sixty days of that customer’s first access of the Click2Mail site through your Affiliate Link are tracked through the placement on the customer’s browser of a cookie utilizing the referral ID which you provided to us in your application. Referral Fees are at the sole discretion of Click2Mail and may be changed on a prospective basis at any time.

Affiliate Obligations. You will place on your site the Links as they are made available by Click2Mail in accordance with our requirements for the placement and use of the Links. It is your obligation, in order to earn Referral Fees, to promptly update your Affiliate Links as you are notified of the availability of any updates. The maintenance and updating of your site will be your responsibility. We reserve the right, at any time, to review your placement and approve the use of your Affiliate Links and require that you change the placement or use of your Affiliate Links to comply with our guidelines. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. You agree to observe Click2Mail’s exclusive rights in its intellectual property, including, but not limited to, its trademarks, service marks, trade names, and any copyrighted materials (as well as any variations thereof). In the event this Agreement terminates for any reason, you will promptly remove all Affiliate Links. You have sole responsibility for the development, operation, and maintenance of your site and for all the materials that appear on your site. You agree to provide Click2Mail with accurate information about you and your promotional methods, and to update any information you provide to us as an Affiliate as such information may change. You shall be responsible for all usage and activity on your Affiliate Portal and for loss, theft or unauthorized disclosure of your Password. You shall provide Click2Mail with prompt written notification of any known or suspected unauthorized use of your Password, Affiliate Portal or breach of the security of your Affiliate Portal. Affiliates are not prohibited from purchasing Click2Mail products on their own behalf through their own Affiliate Links. However such purchases will not be subject to a Referral Fee and any attempt to disguise these purchases will result in a deduction on your Affiliate Account of the Referral Fee which would otherwise be due and may also result in our termination of this Agreement. Affiliate agrees not to engage in forms of advertising that do not comply with the requirements of the CAN-SPAM Act of 2003 (the "Act"), including, but not limited to, spamming, non-solicited emails and postings in or to newsgroups that don’t welcome commercial messages, in its distribution of e-mail that contains messaging regarding Click2Mail. You may not advertise in any way that effectively misrepresents your identity, domain name or return email address and you must clearly represent your site as independent from Click2Mail. If you violate any of these obligations, you will be subject to immediate termination, without notice, and Click2Mail reserves the right to disallow any accrued and unpaid Referral Fees.

Tracking and Payment of Referral Fees. We will pay Referral Fees due to you monthly if the accrued balance in your Affiliate Account is $100 or more. Affiliates can elect to receive payments via ACH (direct deposit) or in the form of a deposit into Affiliate’s Click2Mail account on (the “ Account”), to be used as a credit for the purchase of any future mailings by Affiliate from Click2Mail. Any Affiliate choosing to receive a credit to its Account will receive a Referral Fee of six (6%). Such credit cannot be paid out in cash but solely used as a credit for purchases on one of Click2Mail’s websites.

Click2Mail will be solely responsible for tracking referrals by using self-hosted affiliate management software technology. You will be able to access your Affiliate Account through your Affiliate Portal to review Referral Fees you have earned to date. Click2Mail is only responsible for paying Referral Fees on customer purchases tracked back to the Affiliate. In the event your customer removes the tracking cookie Click2Mail has no other way to trace a customer purchase to your Affiliate Link and therefore would be unable to pay any Referral Fee on any purchases made after removal of the tracking cookie. Click2Mail will endeavor to do its best to ensure accurate tracking of such customer purchases. Affiliates will themselves be solely responsible for ensuring that its Affiliate Links are formatted properly, a necessary prerequisite to accurate tracking of guests visits from your site. Notwithstanding the above statement of responsibility by Click2Mail to track referrals, Affiliate hereby acknowledges and accepts that the tracking system employed by Click2Mail is not 100% fail-safe and that there may on occasion be instances of customer purchases that are not credited to an Affiliate for any of the following reasons:

  • ● Failure by the Affiliate to use the proper format of the specially assigned URL in promotions, webpage links or banner ads (i.e. Links);
  • ● Deliberate or accidental actions by customers to circumvent an Affiliate's special URL so that our software is unable to accurately track the customer (i.e. removal or disabling of the cookie);
  • ● Bugs, glitches or crashes of the tracking software that render it unable to accurately track referrals for a period of time; or
  • ● Acts of nature that cause irretrievable data loss on the computers and back-up media that store the referral fee information.

As such, Affiliate shall not hold Click2Mail liable for any claimed Referral Fees that were not tracked and recorded by the tracking software. Click2Mail may apply a debit to your Affiliate Account in an amount equal to a Referral Fee previously credited to your Affiliate Account in circumstances of : (i) product return; (ii) duplicate entry or other clear error; (iii) non-bona fide transaction; (iv) non-receipt of payment from, or refund of payment to, the customer ; or (v) failure by the Affiliate to comply with the terms and obligations of this Agreement ("Charge-back"). Charge-backs may be applied to your Affiliate Account at any time, including previous payment cycles.

Confidentiality. Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our Affiliates (“Confidential Information”) provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be disclosed or utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates. All personally identifiable information, if any, provided to any of the Click2Mail websites by visitors coming through your Affiliate Link is the sole and exclusive property of Click2Mail and is considered Click2Mail's Confidential Information pursuant to this Agreement. Click2Mail, in its sole discretion, shall have the right to use, market and re-market such customers and/or information without further obligation to you. Neither party shall make any use of, copy, make derivative works from, sell, transfer, lease, assign, redistribute, disclose, disseminate, or otherwise make available in any manner, any Confidential Information, or any portion thereof, to any third-party. This obligation of confidentiality shall survive the term or any termination of this Agreement.


Indemnification. You hereby agree to indemnify and hold harmless Click2Mail, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses, including reasonable attorneys' fees,(any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of your trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.

Limited License. We grant you a nonexclusive, nontransferable, revocable right to link to our site through the Links we provide to you solely in accordance with the terms of this Agreement, for the sole purposes of linking your site to our site, identifying your site as a participant in the Affiliate Program and assisting in promoting Click2Mail services. You may not alter, modify, or change the Links in any way. You are only entitled to use the Links to the extent that you are a member in good standing of the Click2Mail Affiliate Program. We may revoke this license anytime by giving you written notice.

Anti-Predatory Advertising. An Affiliate will be removed from the Click2Mail Affiliate Program and forfeit any accrued but unpaid Referral Fees for utilizing or distributing software downloads that enable diversions of Referral Fees from other Affiliates in our program. Such systems include those commonly known as "ParasiteWare" or that carry out functions commonly known as "Parasitic Marketing." ParasiteWare is software (including, but not restricted to, browser helpers, browser plug-ins, toolbars and pop ups/sliders) that knowingly or unknowingly undermines or removes another Affiliate's ability to compete by changing, intercepting or redirecting its Affiliate Link. ParasiteWare may be installed knowingly or unknowingly by the end user, altering normal web browser functions and/or installing a third party application that works through the user's altered browser. Affiliate also agrees not to use any kind of technique that intercepts natural searches to redirect traffic through an installed software, thereby causing 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 natural search. (Natural search engines being, but not limited to, Google, Bing, Yahoo, LookSmart and similar search or directory engines.) Affiliate agrees not to use any technique or marketing program that might reasonably be considered "predatory" or manipulative. Click2Mail reserves the right to determine whether a technique or program is in violation of the foregoing prohibitions. In the event of a breach of these obligations by Affiliate and/or a third party or licensee, Click2Mail shall immediately terminate this Agreement, and, in addition to all other remedies available to it, Click2Mail shall have the right to refuse to make payments of any Referral Fees due to an Affiliate as a result of any such violations. Affiliate agrees to indemnify, defend and hold Click2Mail harmless from any cost, expense or liability arising out of any breach or alleged breach of its obligations under this Anti-Predatory Policy.

Disclaimers. We make no express or implied warranties or representations with respect to the Click2Mail Web site, the Links or the Click2Mail Affiliate Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of 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.

Termination. The terms of this Agreement will begin upon our acceptance of your application. This Agreement shall commence on the date of approval of your Affiliate Program application and shall continue thereafter in full force and effect until terminated at any time by either party by giving the other party written notice of termination. You hereby waive and release Click2Mail from all claims, liabilities and damages arising from any termination of this Agreement. Payment of any Referral Fees earned up through the date of termination, unless otherwise forfeited under the terms of this Agreement, shall be payable in accordance with the terms of this Agreement. Upon termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all Affiliate Links, and all Click2Mail trademarks, or those of any Click2Mail company, trade dress and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Affiliate Program. Click2Mail reserves the right to terminate any Affiliate Account we deem as an "inactive" account. An Affiliate Account would be considered "inactive" if it fails to generate any Referral Fees for a period of at least one (1) year.

Upon termination of this Agreement, any Referral Fees due shall be paid to you within ninety (90) days of the termination date. All payments are subject to recovery for possible Charge-backs.

Modifications. We may modify any of the terms and conditions of this Agreement at any time. You will be notified by email, using the email address currently listed in your Affiliate profile, and a change notice will be posted on the Affiliate page of our site. If the modifications are unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in this Affiliate Program after a change notice has been posted will constitute binding acceptance of the change.

Independent Contractors. You and Click2Mail 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.

Representations and Warranties. You hereby represent and warrant to us as follows: (i)this Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms; and (ii)the development, operation, and contents of your site do not, nor will they during the term of this Agreement, infringe upon the copyright, trademark, or any other right of any person or entity.

Fraud. If you commit fraud or falsify information in connection with the submission of referrals to Click2Mail services through your Affiliate Links, this Agreement will be terminated immediately and without notice. In addition, you will be liable to Click2Mail and/or any of Click2Mail’s other Affiliates for any and all damages that Click2Mail or such Affiliate(s) suffer as a result of such actions. In addition to all other remedies available to Click2Mail, you will not be entitled to receive payment for any Referral Fees accrued but not yet paid to you and shall also be responsible for returning to Click2Mail all Referral Fees received for fraudulent/falsified referrals submitted. Click2Mail will not hesitate to pursue all legal courses of action against you to the fullest extent possible under the law.

General. The laws of the United States and the Commonwealth of Virginia will govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Arlington, Virginia, and you irrevocably consent to the jurisdiction of such courts. 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 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 a provision or any other provision of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this Agreement shall have full force and effect.