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Affiliate Marketing Agreement

AFFILIATE MARKETING AGREEMENT

This Affiliate Marketing Agreement (the “Agreement”) contains the complete terms and conditions between VPNetworks LLC, d/b/a TorGuard.net (“TorGuard”) and you (the “Affiliate”) regarding your application to participate in the VPN Affiliate Program (the “Program”) as an affiliate of TorGuard. Any person or entity that applies to in the Program must accept this Agreement without change. By submitting an application to join the Program, or by participating in the Program, you are confirming that you have read this Agreement, and agree to be bound by the terms and conditions of this Agreement, and to adhere to any Affiliate Marketing Guidelines (“Guidelines”) issued or posted by TorGuard, as may be updated from time-to-time.  

This Agreement is written in the English language. We do not guarantee the accuracy of any translated versions of this Agreement. To the extent any translated versions of this Agreement conflicts with the English language version, the English language version of this Agreement shall control.

  1. Definitions

    1. "Commission Fees" - The amount Affiliate is paid for each Qualified Purchase by a Referred Customer that is referred to TorGuard by Affiliate, subject to the Commission Threshold and pursuant to the terms of this Agreement.

    2. “Commission Threshold” - The amount of Commission Fees Affiliate must accrue prior to receiving a payment from TorGuard.

    3. "Qualified Purchase" - A qualified sign-up for TorGuard Products and Services by a Referred Customer, as determined by TorGuard in TorGuard’s sole discretion, which is not excluded under Section 6.

    4. "Referred Customer" - Each new and unique customer referred from Affiliate through the Affiliate’s unique link on Affiliate’s website, social media page, or blog, that provides valid account and billing information.


  1. Application for the Program

    1. If Affiliate is a current customer of TorGuard, or has previously paid for TorGuard’s services, then, to enroll, Affiliate may submit a request to join TorGuard’s program through the member’s area at TorGuard.net. All Affiliates must agree to adhere to this Agreement and complete the application materials. TorGuard has the discretion to cancel the Affiliate’s enrollment at will and for any or no reason, with or without notice to Affiliate.  

    2. If Affiliate is not a current or prior customer of TorGuard, then to enroll, Affiliate must submit a request to join TorGuard’s Program at: https://torguard.net/vpn-reseller-affiliate.php. An account manager from TorGuard will contact Affiliate and provide Affiliate with application materials and a copy of this Agreement.  Affiliate’s participation in TorGuard’s Program constitutes acceptance of this Agreement.

    3. TorGuard will evaluate Affiliate’s application and TorGuard may reject Affiliate’s application if TorGuard determines (in its sole discretion) that Affiliate’s Site is not suitable for the Program for any reason.



  1. Description of the Program

    1. The Program permits Affiliate to monetize its website, social media user-generated content, email, or blog (referred to here as Affiliate’s “Site"), by placing links to TorGuard on Affiliate’s Site. If Affiliate is accepted to be an Affiliate, and Affiliate agrees to participate as an affiliate pursuant to the terms of this Agreement, TorGuard will provide Affiliate with a variety of data, images, text, link formats, widgets, banners, marketing content, and other marketing graphics and tools (each referred to herein as a "Link" or collectively, as the "Links"). The Links will serve to identify Affiliate’s website as a member of the Program and will establish a link from Affiliate’s website or e-mail to TorGuard’s website. The links must properly use the special “tagged" link formats TorGuard provides and comply with this Agreement.

    2. Affiliate agrees to cooperate fully with TorGuard in order to establish and maintain the Links. Affiliate further agrees that its use of the Links must be in compliance with this Agreement at all times.

    3. TorGuard may modify the Links from time to time in its sole discretion. Affiliate will not use graphic or textual images (indicating a Link) or text messages to promote TorGuard that are not approved in advance and in writing by TorGuard.

    4. Affiliate’s Site(s) shall display the Links prominently in relevant sections of their website. Any information with respect to TorGuard that is displayed on Affiliate’s Site must be preapproved by TorGuard in writing.

    5. When TorGuard customers click through the Link to purchase a product or service offered by TorGuard, Affiliate can receive program fees for Qualifying Purchases.


  1. Program Compliance Requirements

    1. Affiliates must comply with this Agreement at all times in order to participate in the Program and receive Commission Fees.

    2. Affiliates must promptly provide TorGuard with any information that TorGuard requests to verify compliance with this Agreement.

    3. Affiliates are required to comply with all applicable laws, regulations and guidelines concerning advertising and marketing, including but not limited to, the Guidelines, the Federal Trade Commission (FTC) Endorsement Guides located at 16 CFR 255, which requires that material connections between advertisers and endorsers be clearly and conspicuously disclosed. This means that all Sites and any email or other location that provides an endorsement or assessment of TorGuard’s products and services must prominently disclose the fact that Affiliate receive compensation for Referred Customers.  

    4. Affiliates shall not misrepresent or embellish TorGuard’s association with Affiliate (including by expressing or implying that TorGuard supports, sponsors, or endorses the Affiliate), or express or imply any affiliation between TorGuard and the Affiliate or any other person or entity except as expressly permitted by this Agreement.

    5. TorGuard customers are not, by virtue of Affiliate’s participation in the Program, Affiliate’s customers. As between TorGuard and Affiliate, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on TorGuard’s website will apply to those customers and may be changed at any time by TorGuard in TorGuard’s sole discretion. Affiliate will not handle or address any contacts with any of TorGuard’s customers, and, if contacted by any of TorGuard’s customers for a matter relating to interaction with TorGuard, Affiliate must state that those customers must follow contact directions on the TorGuard website to address customer service issues.

    6. TorGuard reserves the right to withhold Commission Fees and cancel the affiliate relationship with Affiliate should TorGuard determine, at TorGuard’s sole discretion, that Affiliate is not in compliance with the FTC regulations or any other laws or regulations.  If Affiliate violates this Agreement, then, in addition to any other rights or remedies available to TorGuard, TorGuard reserves the right to permanently withhold any and all fees otherwise payable under this Agreement, whether directly related to such violation without further notice and without prejudice of any right of TorGuard to recover damages in excess of this amount.

    7. Affiliates are required to refrain from advertising TorGuard's brand name or respective affiliate link on PPC advertisement networks like GoogleAds and Bing.

  1. Order Processing

TorGuard will process orders placed by Referred Customers who follow the Links from Affiliate’s Site to TorGuard. TorGuard reserves the right, in its sole discretion, to reject orders that do not comply with certain requirements that TorGuard may establish from time to time. All aspects of order processing and fulfillment, including TorGuard’s services, cancellation, processing, refunds and payment processing will be TorGuard’s responsibility. TorGuard will track the Qualified Purchases generated by Sites and will make this information available to Affiliate through TorGuard’s website. To permit accurate tracking, reporting, and commission accrual, Affiliate must ensure that the Links between their Site and TorGuard’s website are properly formatted.


  1. Commission and Qualified Purchases

    1. Commission will be calculated on the currently applicable commission rates for each Qualified Purchase as determined by TorGuard.

    2. Qualified Purchases do not include the following:

      1. A purchase by a Referred Customer that is not up to date on its payments or is subject to a refund.

      2. A purchase that was completed prior to Affiliate being accepted by TorGuard to the Program, or was not made property by using Affiliate’s Link.

      3. A purchase by a Referred Customer that has not been in good standing for a period of thirty (30) days or is in violation of TorGuard’s Terms of Service, Acceptable Use Policy, or other policies of TorGuard at the time the Commission Fees accrue.

      4. A purchase that TorGuard suspects, in its sole discretion, is the result of fraud, which shall include but is not limited to, the use of software that generates real and fictitious information, multiple accounts from the same customer, or the referral of accounts that do not comply with this Agreement.

      5. A purchase referred by Affiliate that has an excessive cancellation rate as determined in TorGuard’s sole discretion.

      6. A purchase by a Referred Customer if the Referred Customer was offered or received coupons, refunds, credits or discounts from Affiliate.

    3. TorGuard reserves the right to withhold payment of initial Commissions Fees to Affiliates who are new to the Program, or who have commissions that are potentially fraudulent as determined by TorGuard in its sole discretion, to determine the legitimacy and cancellation rates of Referred Customers.

    4. TorGuard reserves the right to suspend the payment of Commission Fees at any time and indefinitely, if it suspects fraud or other improper activity or a potential breach of any of the terms of this Agreement by the Affiliate or a Referred Customer. TorGuard reserves the right to deduct from Affiliate's current and future Commission Fees any and all Commission Fees earned as a result of any fraudulent, questionable, or cancelled purchases.

    5. TorGuard reserves the right to immediately cancel or withhold for later review any Commission Fee that fails to meet the criteria of a “Qualified Purchase.” Affiliate is responsible for monitoring the payment, denial, and withholding of Commission Fees; TorGuard is not obligated to actively notify Affiliates of the status of Commission Fees. If Affiliate has a question about a Commission Fee that has been cancelled or withheld, Affiliate has thirty (30) days from the day the payment would have been due to contact TorGuard to request that the Commission Fee be paid. Any changes to decisions about cancelled or withheld Commission Fees are strictly made in TorGuard’s sole discretion.

    6. In the event that the Referred Customers that are referred to TorGuard by Affiliate are determined to have an excessive cancellation rate, as determined by TorGuard in its sole discretion, TorGuard reserves the right to withhold or decline pending and future Commission Fees to Affiliate.

    7. Any attempt by Affiliate to manipulate, falsify or inflate Referred Customers, Qualified Purchases, or Commission Fees to intentionally defraud TorGuard or any violation of the terms of this Agreement constitutes immediate grounds for TorGuard to terminate Affiliate’s participation in the Program and will result in the forfeiture of any Commission Fees due to Affiliate.

    8. Commissions will accrue and only become payable to Affiliate once Affiliate has (i) provided all relevant tax and address documentation pursuant to Section 7 below and (ii) Affiliate reaches the Commission Threshold of $50.00 based on the commission rates of 30%.  The Affiliate shall receive commission of 30% on Qualified Purchases, for so long as the Referred Customer continues to pay TorGuard for the service subject to the Qualified Purchase, and for so long as the Referred Customer remains in good standing. Once a commission has accrued, the amount of such commission (the “Commission Fee”) shall be due and payable to Affiliate under the terms of Section 7 once the $50.00 Commission Threshold is reached.

    9. TorGuard reserves the right to change the Commission Threshold by amending this Agreement and will notify Affiliate for any such amendment pursuant to the terms of this Agreement.

    10. TorGuard reserves the right to modify the commission rate of any affiliate upon review.

  1. Payment of Commission Fees

    1. Subject to the terms of this Agreement and the accrual of commissions as set forth in Section 6 above, commissions will be calculated for each Qualified Purchase that accrues during the period for which such commission fee is being calculated.

    2. Commission Fees do not accrue until after a rolling reserve period of at least thirty (30) days after the date on which the Qualified Purchase was completed.  

    3. TorGuard will only compensate Affiliate for Qualified Purchases made in accordance with this Agreement.

    4. TorGuard commission fees are disbursed upon request of the Affiliate in a payment medium acceptable to TorGuard, which may include bank wire payouts with a $500 USD withdrawal minimum, and additional fees may apply.  In the event an Affiliate wants to request a regular, automatic scheduled payout, Affiliate must contact TorGuard directly at [email protected] to request an automated payment schedule, for which additional fees may apply.

    5. Commission Fees shall be paid based on the current information in Affiliate’s profile. Affiliates are required to notify TorGuard promptly of any change in address by updating profile information in the TorGuard website. Affiliate is responsible for informing TorGuard of Affiliate’s desired payment form. Affiliate can update or change the desired payment method at any time by updating the profile located on the TorGuard website. Any changes to desired payment method may take up to two payout cycles to take effect.

    6. Affiliates may choose to receive Commission Fees through PayPal or Bitcoin subject to the following conditions:

      1. PayPal Payments: Please refer to PayPal's policy to ensure Affiliate is eligible to receive payment if Affiliate reside outside of the United States https://www.paypal.com/cgi-bin/webscr?cmd=_display-approved-signup-countries-outside. (PayPal payments will only be reissued within one hundred and twenty (120) days of the original issue date in the case of an incorrect PayPal address or refusal from PayPal to accept a payment.)

        1. TorGuard is not responsible for paying any third-party fees charged by PayPal or ACH in order for Affiliate to receive Commission Fees.

      2. Bitcoin:  Affiliates must provide TorGuard with the address and information for Affiliate’s digital wallet, as well as sufficient information for TorGuard to evaluate the Affiliate, as determined by TorGuard in its sole discretion.

    7. TorGuard, in its sole discretion, reserves the right to modify the available commission payment methods or payment schedule at any time. Such changes shall take effect when posted.

    8. Disputes: Affiliate agrees to notify TorGuard of any disputes within forty-five (45) days after the end of the month in which the sale or event that is disputed occurred. Disputes filed after forty-five (45) days of the date on which the disputed sale or event occurred will not be accepted by TorGuard and Affiliate waives and forfeits forever any rights to a potential claim after this time period.

    9. It is solely Affiliate’s responsibility to provide TorGuard with accurate tax and payment information that is necessary to issue a Commission Fee to Affiliate. If TorGuard does not receive the necessary tax or payment information within ninety (90) days of a Qualified Purchase which would otherwise trigger Commission Fees, the applicable commissions shall not accrue, and no Commission Fees will be owed with respect to such Qualified Purchase.

    10. Affiliate is required to submit a W8/W9 tax form before any Commission Fees shall accrue. Affiliate is responsible for the payment of all taxes related to the commissions they receive under this Agreement. In compliance with U.S. tax laws, TorGuard will issue a Form 1099 to Affiliate if their earnings meet or exceed the Commission Threshold.

    11. Any address change must be made in the Affiliate profile at least fifteen (15) business days prior to the end of the calendar month in order for Commission Fees for that month to be processed and paid.

    12. TorGuard does not make any representation, warranty, or covenant regarding the amount of traffic or fees Affiliate can expect at any time in connection with the Program, and will not be liable for any actions Affiliate undertakes based on expectations.


  1. Affiliate Site Responsibilities

    1. Affiliate is solely responsible for the development, operation, and maintenance of their Site(s) and for all materials that appear on Affiliate’s Site(s). Such responsibilities include, but are not limited to, the technical operation of the Site(s) and all related equipment; creating and posting content the Site and linking those descriptions to TorGuard’s website; the accuracy of materials posted on Affiliate’s Site (including, but not limited to, all materials related to TorGuard’s Products and Services); ensuring that materials posted on Affiliate’s Site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal.

    2. TorGuard has the right in its sole discretion to monitor signups through Affiliate’s Sites from time to time to determine if Affiliate is in compliance with the terms of this Agreement. If Affiliate is not in compliance, TorGuard may terminate Affiliate’s participation in the Program effective immediately.


  1. Affiliate Warranties

    1. By executing this Agreement, Affiliate represents that they have reviewed this Agreement, understand this Agreement, and agree to be bound by its terms.

    2. Affiliate’s acceptance of this Agreement and participation in the Program will not violate (i) any provision of law, rule, or regulation to which Affiliate is subject; (ii) any order, judgment, or decree applicable to Affiliate or binding upon Affiliate’s assets or properties; (iii) any provision of Affiliate’s by-laws or certificate of incorporation; or (iv) any agreement or other instrument applicable to Affiliate or binding upon Affiliate’s assets or properties.

    3. Affiliate is the sole and exclusive owner of Affiliate’s Trademarks and has the power to grant to TorGuard the license to use such marks in the manner contemplated herein, and such grant will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to Affiliate or binding upon Affiliate’s assets or properties; or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any third person or entity.

    4. Affiliate is not required to obtain consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party in connection with Affiliate’s entrance into this Agreement

    5. There is no pending or threatened claim, action, or proceeding against Affiliate, or any affiliate of Affiliate’s with respect to Affiliate’s Trademarks, and, to the best of Affiliate’s knowledge, there is no basis for any such claim, action, or proceeding.

    6. Affiliate is at least eighteen (18) years of age.

    7. Each Referred Customer is valid, genuine, and unique and meets the criteria of a Qualified Purchase for generating a Commission Fee as provided in this Agreement.

    8. By executing this Agreement, Affiliate represents, warrants, and covenants that they will participate in the Program and create, maintain, and operate Affiliate’s Site in accordance with this Agreement;

    9. Affiliate warrants that Affiliate will ensure the information provided in connection with the Program is always accurate and complete . Affiliate can update information by logging into their account online.

    10. Affiliate will not create, publish, transmit or distribute, under any circumstances, any bulk email messages (also known as "SPAM"), or text messages, without prior written consent from TorGuard, to be granted or denied in TorGuard’s sole discretion, in each instance. Additionally, Affiliate may only send emails containing a TorGuard Link or a message regarding TorGuard or TorGuard’s Program to people who have previously consented to receiving such communications from Affiliate. Affiliate’s failure to abide by this Section 14, the CAN-SPAM Act of 2003, and all applicable laws relating to email communications, in any manner, will be deemed a material breach of this Agreement by Affiliate and will result in the forfeiture by Affiliate of any and all rights Affiliate may have to any commissions and the termination of Affiliate’s participation in the Program.


  1. Term and Termination

  1. The term of this Agreement will begin upon the TorGuard’s execution of this Agreement.  Pursuant to Section 2 above, an individual applying to be an affiliate must submit an application.

  2. Either Affiliate or TorGuard may terminate this Agreement at any time, with or without cause (automatically and without recourse to the courts, if permitted under applicable law), by giving the other party written notice of termination provided that the effective date of such termination will be immediate. Notice by Affiliate must be provided via email to [email protected].

  3. Affiliate is only eligible to earn Commission Fees on Qualified Purchases occurring during the term of this Agreement. Commission Fees earned prior to the date of termination of this Agreement will be eligible for commissions only if the orders for the related Products and Services are not cancelled within (30) days and comply with all of the terms of this Agreement. TorGuard may withhold a final payment of Commission Fees for a reasonable time to ensure that all Qualified Purchases are valid and payment from Referred Customers are legitimate as determined by TorGuard its sole discretion.

  4. Any Affiliate who violates this Agreement, TorGuard’s Terms and Conditions, or any applicable law will immediately forfeit any right to any and all accrued, but not yet received, Commission Fees and will be immediately removed from the Program.

  5. TorGuard reserves the right to remove Affiliate from the Program, and to terminate or suspend this Agreement, at any time for any reason, in TorGuard’s sole discretion.


  1. Licenses and Use of TorGuard Logos and Trademarks.

    1. Subject to the limitations set forth in Section 3 above and otherwise in this Agreement, TorGuard grants Affiliate a non-exclusive, non-transferable, revocable license to (i) access TorGuard’s website through the Links solely in accordance with the terms of this Agreement and (ii) solely in connection with such Links, to use the TorGuard trademark and logo and similar identifying material provided by TorGuard (collectively, the "Licensed Materials"), for the sole purpose of selling TorGuard Products and Services on Affiliate’s Site and as approved in advance by TorGuard. Affiliate may not alter, modify, or change the Licensed Materials in any way. Affiliate is only entitled to use the Licensed Materials while they are participating in the Program in good standing and in compliance with all of the terms of this Agreement.

    2. Affiliate shall not use the Licensed Materials for any purposes other than selling TorGuard Products and Services, without first submitting a sample to TorGuard and obtaining the express prior written consent of TorGuard in each instance. Affiliate shall not use the Licensed Materials in any manner that is disparaging or that otherwise portrays TorGuard, or any TorGuard employee or representative in a negative light.

    3. TorGuard reserves all of its rights in the Licensed Materials and Affiliate’s license to use such material is limited to the manner described herein. TorGuard may revoke Affiliate’s license at any time, by giving written notice. If not previously revoked, this license shall immediately terminate upon the termination of Affiliate’s participation in the Program.


  1. Affiliate’s License

Affiliate grants to TorGuard a non-exclusive license to utilize Affiliate’s name, title, trademarks, and logos ("Affiliate Trademarks") in any advertisement or other materials used to promote TorGuard and the Program, provided that TorGuard’s use of Affiliate Trademarks is not required and is at its sole discretion. This license shall terminate upon the termination of Affiliate’s participation in the Program.


  1. Disclaimers.

THE PROGRAM, THE TORGUARD WEBSITE, ANY PRODUCTS AND SERVICES OFFERED ON THE TORGUARD WEBSITE, ANY SPECIAL LINKS, LINK FORMATS, CONTENT, PRODUCT ADVERTISING CONTENT, TORGUARD’S AND TORGUARD’S AFFILIATES’ DOMAIN NAMES, TRADEMARKS AND LOGOS AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INTELLECTUAL PROPERTY RIGHTS, INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF TORGUARD OR TORGUARD’S AFFILIATES OR LICENSORS IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER TORGUARD NOR ANY OF ITS AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE OFFERINGS. TORGUARD AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF ANY LAW, CUSTOM, COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. TORGUARD MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER TORGUARD NOR ANY OF ITS AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER TORGUARD NOR ANY OF ITS AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, VIRUSES, MALICIOUS SOFTWARE, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES, OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, AFFILIATE’S SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT.  NEITHER TORGUARD NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY AFFILIATE IN CONNECTION WITH AFFILIATE’S PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OR SUSPENSION OF AFFILIATE’S PARTICIPATION IN THE PROGRAM. NOTHING IN THIS PARAGRAPH WILL OPERATE TO EXCLUDE OR LIMIT WARRANTIES, LIABILITIES, OR REPRESENTATIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.


  1. Limitations on Liability

NEITHER TORGUARD NOR ANY OF ITS AFFILIATES OR LICENSORS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THE SERVICE OFFERINGS, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, TORGUARD’S AGGREGATE LIABILITY ARISING IN CONNECTION WITH THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO AFFILIATE UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED. AFFILIATE HEREBY WAIVES ANY RIGHT OR REMEDY IN EQUITY, INCLUDING THE RIGHT TO SEEK SPECIFIC PERFORMANCE, INJUNCTIVE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH THIS AGREEMENT. NOTHING IN THIS PARAGRAPH WILL OPERATE TO LIMIT LIABILITIES THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.


  1. Indemnification

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TORGUARD WILL HAVE NO LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO THE CREATION, MAINTENANCE, OR OPERATION OF AFFILIATE’S SITE (INCLUDING AFFILIATE’S USE OF ANY SERVICE OFFERING) OR AFFILIATE’S VIOLATION OF THIS AGREEMENT, AND AFFILIATE AGREES TO DEFEND, INDEMNIFY, AND HOLD TORGUARD, TORGUARD’S AFFILIATES AND LICENSORS, AND TORGUARD’S AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RELATING TO (A) AFFILIATE’S SITE OR ANY MATERIALS THAT APPEAR ON AFFILIATE’S SITE, INCLUDING THE COMBINATION OF AFFILIATE’S SITE OR THOSE MATERIALS WITH OTHER APPLICATIONS, CONTENT, OR PROCESSES; (B) THE USE, DEVELOPMENT, DESIGN, MANUFACTURE, PRODUCTION, ADVERTISING, PROMOTION, OR MARKETING OF AFFILIATE’S SITE OR ANY MATERIALS THAT APPEAR ON OR WITHIN AFFILIATE’S SITE; (C) AFFILIATE’S USE OF ANY SERVICE OFFERING, WHETHER OR NOT SUCH USE IS AUTHORIZED BY OR VIOLATES THIS AGREEMENT OR APPLICABLE LAW; (D) AFFILIATE’S VIOLATION OF ANY TERM OR CONDITION OF THIS AGREEMENT; AND (E) AFFILIATE’S OR AFFILIATE’S EMPLOYEES' OR CONTRACTORS’ NEGLIGENCE OR WILLFUL MISCONDUCT.


  1. Governing Law and Disputes

The laws of the State of Florida shall govern this Agreement, without regarding to conflict of law provisions.  Any dispute relating in any way to the Program or this Agreement, any transactions or activities under this Agreement, or Affiliate’s relationship with TorGuard or any of TorGuard’s affiliates must be brought in the federal or state courts located in Orange County, Florida, which is the sole and exclusive venue for any disputes under this Agreement. Affiliate irrevocably contents to the jurisdiction of such courts and recognizes that entering into this Agreement is sufficient to confer jurisdiction on such courts.


  1. Assignment, Waiver and Modification


    1. Affiliate may not assign this Agreement, by operation of law or otherwise, without TorGuard’s 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.

    2. TorGuard’s failure to enforce strict performance of any provision of this Agreement will not constitute a waiver of TorGuard’s right to subsequently enforce such a provision or any other provision of this Agreement.

    3. TorGuard may modify this Agreement at any time in its sole discretion; provided that the change shall solely apply to events occurring after the date on which Affiliate accepts and agrees to such modifications unless Affiliate otherwise agree herein. Such modifications shall take effect when posted on TorGuard’s website. Modifications may include, but are not limited to, changes in the scope of available Commission Fees, commission amounts or percentages, payment procedures, Commission Fee payment schedules, and Program rules. If any modification is unacceptable to Affiliate, Affiliate’s only recourse is to terminate this agreement, in which event Affiliate shall be entitled to its rights under the unmodified Agreement prior to the date of the applicable modification. Affiliate’s continued participation in the Program following TorGuard’s posting of any modification on its website will constitute binding acceptance of the change.


  1. Independent Contractor

Affiliate is an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between TorGuard and Affiliate or TorGuard’s respective affiliates.  Affiliate will have no authority to make or accept any offers or representations on TorGuard’s or TorGuard’s affiliates’ behalf.