Affiliate and Referral Terms of Service

Affiliate and Referral Disclosure Requirements & Examples

This Affiliate and Referral Agreement (“Agreement”) contains the complete terms and conditions between, Ventura Online Business (“Ventura Online Business”) and you, regarding your application to and participation in, the Ventura Online Business Affiliate and Referral Program (the “Affiliate and Referral Program”) as an Affiliate and Referral of Ventura Online Business (an “Affiliate and Referral”), and the establishment of links from your website to our website, https://www.ventura-online-business.com.

BY SUBMITTING AN APPLICATION TO JOIN OR BY PARTICIPATING IN THE AFFILIATE AND REFERRAL PROGRAM, YOU CONFIRM THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT AND THE VENTURA ONLINE BUSINESS TERMS AND CONDITIONS.

1. Definitions

“Affiliate/Referrer” – The business, individual, or entity applying to or participating in the Affiliate and Referral Program, or that displays Ventura Online Business’s products and services and/or promotions on its website, or other means, using an Affiliate and Referral tracking code in exchange for receiving a commission from Ventura Online Business for sales directly resulting from such display.

” Affiliate/Referrer Site” – The Affiliate and Referral’s website which displays Ventura Online Business’s Products and Services and/or promotions.

“Ventura Online Business’s Products and Services” – Web hosting and related products and services that are available for purchase from Ventura Online Business.

“Commission Fees” – The amount you will be paid for each Qualified Purchase by a Referred Customer subject to any applicable Commission Threshold and pursuant to the terms of this Agreement.

“Qualified Purchase” – A sale of Ventura Online Business Products and Services by Ventura Online Business, with a term of one (1) month or longer, to a Referred Customer that is not excluded under Section 6.

“Referred Customer” – Each new and unique customer referred from Affiliate/Referrer through a Link (as defined in Section 3) that provides valid account and billing information.

1. Enrolment in the Affiliate and Referral Program

To begin the Enrolment process, you must submit a completed Affiliate/Referrer Program signup form.

We will evaluate your application and will notify you of your acceptance or rejection in a timely manner. We may reject your application if we determine (in our sole discretion) that your website or promotional method is not suitable for the Affiliate and Referral Program for any reason, including, but not limited to, its inclusion of content that is unlawful or otherwise violates our Acceptable Use Policy, as determined in our sole discretion.

If we reject your application, for any reason, you may not re-apply to the Affiliate and Referral Program utilizing the same domain name/URL or reapply using a different domain/URL name and then add the previously rejected domain name/URL to your Affiliate/Referrer account. Ventura Online Business, in its sole discretion, reserves the right to reject or remove any prospective Affiliate and Referral from the Affiliate and Referral Program at any time, with or without notice.

1. Promotion of Our Affiliate and Referral Relationship

1. Use of Links. If you qualify and agree to participate as an Affiliate/Referrer, we will make a variety of graphic and textual links available to you (each referred to herein as a “Link” or collectively, as the “Links”). The Links will serve to identify your website as a member of the Affiliate and Referral Program and will establish a link from your website or e-mail to Ventura Online Business’s website. Unless expressly permitted by Ventura Online Business, the Links are to be used on your website and you shall not distribute the Links to third parties to be posted on websites that you do not own. You agree to cooperate fully with us to establish, display, and maintain such Links. You further agree that your use of the Links must be in compliance with this Agreement at all times. Ventura Online Business may modify the Links from time to time in its sole discretion. You will not use graphic or textual images (indicating a Link) or text messages to promote Ventura Online Business that are not approved in advance by Ventura Online Business. Furthermore, you agree not to use cookie stuffing techniques that set the Affiliate and Referral tracking cookie without the Referred Customer’s knowledge (e.g. iframe).

1. Prohibited Activities. Except as permitted herein, you shall not and are not authorized to (i) use Ventura Online Business’s trademark or other intellectual property, including without limitation, the Links (collectively, “Ventura Online Business’s IP”) without Ventura Online Business’s express prior written permission; (ii) use Ventura Online Business’s name (or any variation or misspelling thereof or other terms that are confusingly similar to any of the foregoing) in a domain name, any metatags, advertising, search terms, code, or otherwise; or (iii) act in any way that causes or could cause any confusion concerning the source of, or your association with Ventura Online Business’s Products and Services. Your use of Ventura Online Business’s IP in any manner, other than as expressly permitted hereunder shall constitute unlawful infringement of Ventura Online Business’s intellectual property rights, and may subject you to liability (including potential treble damages for knowing or willful infringement), and the obligation to pay Ventura Online Business’s legal fees and costs in connection with Ventura Online Business’s enforcement of its rights.

1. Paid Search Policy. You are required to comply with the following rules when bidding on keywords on any paid search engines or social media site, including without limitation, Google, Yahoo/Bing, Twitter and Facebook:

1. You are prohibited from bidding on any Ventura Online Business trademarks, or any variations and misspellings thereof without Ventura Online Business’s prior written approval. Examples of prohibited keywords are “Ventura Online Business,” “Ventura Online Business,” “Ventura Online Business.com,” “www.Ventura Online Business.com,” ” Ventura,” “Ventura Online Business reviews,” ” Ventura host,” “Ventura Online Business hosting,” and ” VenturaOB.”

1. You are prohibited from bidding on keywords containing Ventura Online Business trademarks plus an additional term such as [Ventura Online Business coupons], [Ventura Online Business promotions], and [Ventura Online Business promos]. Further, Affiliate/Referrer are NOT permitted to broad or phrase match any of these keywords.

1. You are prohibited from outranking Ventura Online Business’s internal paid search ad on any keywords.

1. You are prohibited from direct linking to Ventura Online Business.com from any paid search ads.

1. You are prohibited from using Ventura Online Business.com as a display URL.

All materials, including without limitation, ad copy, coupons, and promotions on your Affiliate and Referral Site must accurately represent active and valid promotions. For example, you may not display an ad on your Affiliate and Referral Site for a promotion that has expired. We continue to monitor all paid search landscapes. If you are determined to be in violation of this section your participation in the Affiliate and Referral Program may be terminated. For more information on match types, please visit Google’s overview of match types.

1. Discounts and Coupons. You are not allowed to post any refunds, credits or discounts on Ventura Online Business Products and Services, or other content concerning Ventura Online Business without Ventura Online Business’s prior written consent in each instance. Affiliate/Referrer may only use active coupons and discounts that are provided exclusively through the Affiliate and Referral Program using banners and links. Each Link connecting users of the Affiliate and Referral Site to the pertinent area of the Ventura Online Business website will in no way alter the look, feel, or functionality of the Ventura Online Business website. Any violations of the terms surrounding links, coupons, refunds, credits or discounts shall constitute a material breach of this Agreement, and may result in your termination from the Affiliate and Referral Program or the withholding of Commission Fees.

1. Compliance

1. It is the intent of Ventura Online Business to treat all of our customers fairly. Accordingly, we require all Ventura Online Business Affiliates/Referrers to comply with applicable laws, regulations and guidelines concerning advertising and marketing. This means that all Affiliate/Referrer Sites (e.g. directories, review/rating websites, blogs, and other websites) and any email or collateral that provide an endorsement or assessment of Ventura Online Business’s Products and Services must prominently disclose the fact that you receive compensation for Referred Customers.
2. Ventura Online Business reserves the right to withhold Commission Fees and cancel your participation in the Affiliate and Referral Program should we determine, in our sole discretion, that you are not in compliance with the previously mentioned guide or regulations or guides that we deem relevant.

1. Order Processing

Ventura Online Business will process orders placed by Referred Customers who follow the Links from an Affiliate/Referrer Site to Ventura Online Business. We reserve the right, in our sole discretion, to reject orders that do not comply with certain requirements that we may establish from time to time. All aspects of order processing and fulfilment, including Ventura Online Business’s services, cancellation, processing, refunds and payment processing will be our responsibility. We will track the Qualified Purchases generated by your Affiliate/Referrer Site and will make this information available to you through the applicable Affiliate and Referral Platform. To permit accurate tracking, reporting, and commission accrual, you must ensure that the Links between your website and our website are properly formatted.

1. Commission Determination; Qualified Purchases

Commission Fees will be calculated based on the commission rates stated on the Ventura Online Business website for each Qualified Purchase (as defined herein) subject to commission accruing pursuant to Section 7 below. A “Qualified Purchase” does NOT include any of the following:

A purchase by a Referred Customer that has transferred from any Ventura Online Business partner or entity that owns, is owned by, or is under common ownership with Ventura Online Business.

A purchase by a Referred Customer who is also associated with any Ventura Online Business reseller, referral, or other program.

A purchase by a Referred Customer that is not up to date on its payments or is subject to a refund, referral, or other program.

A purchase that was completed prior to the Affiliate and Referral joining the Affiliate and Referral Program or was not tracked properly through an Affiliate and Referral Link.

A purchase by a Referred Customer that has not been in good standing for a period of at least sixty (60) days or is in violation of Ventura Online Business’s Terms of Service, Acceptable Use Policy, or other applicable policies at the time the Commission Fees accrue.

A purchase that Ventura Online Business 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.

A purchase referred by an Affiliate/Referrer that has an excessive cancellation rate as determined in Ventura Online Business’s sole discretion.

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

A purchase by a Referred Customer if the Affiliate and Referral or Referred Customer is in or is promoting a business-opportunity program, as determined in Ventura Online Business’s sole discretion.

A purchase by a Referred Customer who received a popup with a discounted offer, while leaving Ventura Online Business’s website during their purchase.

A purchase by a Referred Customer engaging in “Domain Speculation,” which is determined by the identification of two (2) web hosting accounts with the same Referred Customer’s name, email address, or other identifying characteristic as determined by Ventura Online Business and/or the identification of two (2) or more web hosting accounts that have no content on their websites or have similar content, templates or formatting, as determined in Ventura Online Business’s sole discretion.

A purchase by a Referred Customer who, prior to such purchase, clicked through a Link established by another Affiliate/Referrer under this Affiliate and Referral Program.

A purchase by a Referred Customer more than ninety (90) days after clicking through the Affiliate and Referral Link.

Ventura Online Business reserves the right to withhold payment of Commission Fees to Affiliate/Referrer who are new to the Affiliate and Referral Program, or who have referrals that are potentially the result of fraud as determined by Ventura Online Business in its sole discretion, to determine the legitimacy and cancellation rates of Referred Customers.

Ventura Online Business 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/Referrer or a Referred Customer. Ventura Online Business reserves the right to deduct from Affiliate and Referral’s current and future Commission Fees any and all Commission Fees corresponding to any fraudulent, questionable, and cancelled purchases. If no subsequent Commission Fees are due and owing, Ventura Online Business may send Affiliate and or Referrer a bill for the balance of such refunded purchase upon termination of Affiliate and Referrer’s participation in the Affiliate and Referral Program or termination of the Referred Customer.

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

Commissions for any Referred Customer who is associated with any Ventura Online Business reseller, referral or other program may not be considered a Qualified Purchase. In other words, you may not receive double commissions or compensation.

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

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

1. Commission Payments

1. Subject to the terms of this Agreement and the terms of any applicable Affiliate and Referral Platform agreement, Commission Fees will be calculated according to the specified percentage or dollar amount set forth in the commission report in your Affiliate and Referral Console for each Qualified Purchase that accrues during the period for which such Commission Fees are being calculated.
2. Commission Fees will be processed approximately forty-five (45) to seventy (70) days after the end of the month in which they accrue, unless you use an Affiliate and Referral Platform in which case they will be processed in accordance with your agreement with the applicable Affiliate and Referral Platform.
3. Ventura Online Business will only compensate you for Qualified Purchases made in accordance with the terms of this Agreement.
4. Commission Fees shall be paid based on the current information in your Affiliate and Referral Console. You are required to notify the Affiliate and Referral Platform promptly of any change in your address by updating your profile information in the Affiliate and Referral Console. You are responsible for informing the Affiliate and Referral Platform of your desired payment form/type. You can update or change your desired payment method at any time by updating your Affiliate and Referral profile located in the Affiliate and Referral Console. Please see the applicable platform’s policies for details on the effect of any changes.
5. Depending on your Affiliate and Referral Platform, you may be subject to a minimum or maximum payment amount. All such minimum and maximum payment amounts are governed by your agreement with the Affiliate and Referral Platform.
6. You may view the currently available payment methods by logging into your Affiliate and Referral Console for the applicable Affiliate and Referral Platform. If the Affiliate and Referral Platform offers PayPal as a payment method, please refer to PayPal’s policy to ensure you are eligible to receive payment if you reside outside of the UK.
7. Ventura Online Business and the Affiliate and Referral Platform, in their sole discretion, reserve the right to modify the available commission payment methods or payment schedule at any time. Such changes shall take effect when posted.

1. Disputes: Affiliates/Referrers has access to Ventura Online Business’s real-time Affiliate and Referral Program statistics and agrees to file 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 Ventura Online Business and Affiliate and Referral forfeits forever any rights to a potential claim.
2. Commission Fees will accrue and only become payable once you provide all relevant tax and address documentation pursuant to this Section 8. It is solely your responsibility to provide the Affiliate and Referral Platform with accurate tax and payment information that is necessary to issue Commission Fees to you. If the Affiliate and Referral Platform 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.
3. Any address change must be made in the Affiliate and Referral profile in the Affiliate and Referral Console.
4. Ventura Online Business is not responsible for paying any third-party fees, including any fees charged by PayPal, in order for you to receive Commission Fees.

1. Reports of Qualified Purchases

You may log into your Affiliate and Referral Console to review your click through and potential Qualified Purchases statistics on a daily basis. The potential Qualified Purchases shown in this report have not been reviewed to confirm they meet all criteria for Qualified Purchases. As such, Commission Fees may not be issued for all Referred Customers that appear in the Affiliate and Referral Console.

1. Obligations Regarding Your Affiliate and Referral Site

1. You are solely responsible for the development, operation, and maintenance of your Affiliate and Referral Site and for all materials that appear on your Affiliate and Referral Site. Such responsibilities include, but are not limited to, the technical operation of your Affiliate and Referral Site and all related equipment; creating and posting product reviews, descriptions, and references on your Affiliate and Referral Site and linking those descriptions to our website; the accuracy of materials posted on your Affiliate and Referral Site (including, but not limited to, all materials related to Ventura Online Business Products and Services); ensuring that materials posted on your Affiliate and Referral Site do not violate or infringe upon the rights of any third party and are not libellous or otherwise illegal. We disclaim all liability and responsibility for such matters.
2. We have the right in our sole discretion to monitor signups through your Affiliate and Referral Site from time to time to determine if you are in compliance with the terms of this Agreement. If you are not in compliance, we may terminate your participation in the Affiliate and Referral Program effective immediately.

1. Ventura Online Business Responsibilities

We will provide all of the information necessary for you to make Links from your Affiliate and Referral Site to our site. Ventura Online Business will be solely responsible for order processing (including payment processing, cancellations, and refunds) for orders for Ventura Online Business Products and Services placed by a Referred Customer, for tracking the volume and amount of Qualified Purchases generated by your Affiliate and Referral Site, for providing information to Affiliate and Referrals regarding Qualified Purchase statistics, and for providing Referred Customers with the services purchased.

1. Policies and Pricing

Referred Customers who buy Ventura Online Business Products and Services through our Affiliate and Referral network are deemed to be Ventura Online Business customers. Ventura Online Business’s Terms and Conditions, rules, policies, and operating procedures will apply to such customers. We may change our policies, pricing, and operating procedures at any time. For example, Ventura Online Business determines the prices to be charged for Ventura Online Business Products and Services sold through the Affiliate and Referral network in accordance with our own pricing policies. Prices and availability of Ventura Online Business Products and Services may vary from time to time, from Affiliate and Referral to Affiliate and Referral, and from region to region. Because price changes may affect products that you have listed on your Affiliate and Referral Site, you may or may not be able to include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information on our website, but we cannot guarantee the availability or price of any particular Ventura Online Business Product or Service.

1. Emails and Publicity

You shall not create, publish, transmit or distribute, under any circumstances, any bulk email messages without Ventura Online Business’s prior written consent, to be granted or denied in Ventura Online Business’s sole discretion, in each instance. Additionally, you may only send emails containing a Ventura Online Business Affiliate and Referral link and or a message regarding Ventura Online Business or the Affiliate and Referral Program to people who have previously consented to receiving such communications from you. Your failure to abide by our Email Policy, and all applicable laws relating to email communications, in any manner, will be deemed a material breach of this Agreement by you and will result in the forfeiture by you of any and all rights you may have to any Commission Fees and the termination of your participation in the Affiliate and Referral Program. Further, if your account has excessive clicks in a very short period of time as determined by Ventura Online Business in its sole discretion, the Affiliate and Referral relationship may be terminated.

1. IP Licenses and Use

1. Subject to the limitations set forth in this Agreement, including Section 3, we grant you a non-exclusive, non-transferable, non-assignable, revocable license to (i) provide access to Ventura Online Business’s website through the Links solely in accordance with the terms of this Agreement; and (ii) use Ventura Online Business’s IP for the sole purpose of promoting Ventura Online Business’s Products and Services on your Affiliate and Referral Site. You may not alter, modify, or change Ventura Online Business’s IP in any way or use Ventura Online Business’s IP in any manner that is disparaging or that otherwise portrays Ventura Online Business, any Ventura Online Business employee, representative or customer in a negative light. You are only entitled to use Ventura Online Business’s IP in compliance with the terms of this Agreement. Your license to use Ventura Online Business’s IP shall immediately terminate upon the termination of your participation in the Affiliate and Referral Program for any reason. We reserve all of our rights in Ventura Online Business’s IP and your license to use Ventura Online Business’s IP is limited to the manner described herein. Ventura Online Business may review the Affiliate and Referral Site to ensure compliance with this Agreement at any time.

1. You grant to us a non-exclusive license to utilize your name, title, trademarks, and logos (the “Affiliate and Referral Trademarks”) in any advertisement or other materials used to promote Ventura Online Business and the Affiliate and Referral Program. For the avoidance of doubt, Ventura Online Business may, but is not obligated to use the Affiliate and Referral Trademarks at is sole discretion. This license shall terminate upon the termination of your participation in the Affiliate and Referral Program.

1. Term and Termination

1. The terms of this Agreement are effective upon your submission of an application to the Affiliate and Referral Program and shall remain in effect until either party terminates your participation in the Affiliate and Referral Program (the “Term”). Your participation in the Affiliate and Referral Program may be terminated at any time by either party, with or without notice or cause.

1. You are only eligible to earn Commission Fees on Qualified Purchases occurring during the Term. Commission Fees earned prior to the date of termination will be eligible for Commission Fees only if the orders for the related Ventura Online Business Products and Services are not cancelled within (30) days and comply with all of the terms of this Agreement. We may withhold your 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 Ventura Online Business in its sole discretion.

1. Any Affiliate and Referral who violates this Agreement, Ventura Online Business’s Terms of Service, or any applicable law or regulation will immediately forfeit any right to any and all accrued, but not yet received, Commission Fees and will be immediately removed from the Affiliate and Referral Program.

1. Ventura Online Business reserves the right to remove an Affiliate and Referral from the Affiliate and Referral Program, and to terminate or suspend this Agreement, at any time for any reason, in Ventura Online Business’s sole discretion.

1. Modification

We may modify this Agreement at any time in our sole discretion; provided that the change shall solely apply to events occurring after the date on which you accept and agree to such modifications unless you otherwise agree herein. Such modifications shall take effect when posted on our 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 Affiliate and Referral Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement, in which event you shall be entitled to your rights under the unmodified Agreement prior to the date of the applicable modification. Your continued participation in the Affiliate and Referral Program following our posting of any modification on our website will constitute binding acceptance of the change.

1. Disclaimers

We make no express or implied warranties or representations with respect to the Affiliate and Referral Program or any Ventura Online Business Products and Services sold through the Affiliate and Referral 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 website will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions or errors, including the tracking of information concerning Referred Customers during any period of interruption.

1. Relationship of Parties

You and Ventura Online Business 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 Affiliate and Referral Site or otherwise, that contradicts anything in this section.

1. Representation and Warranties

You hereby represent and warrant to us as follows:

1. You have reviewed and understand this Agreement and agree to be bound by its terms.

1. Your acceptance of this Agreement and participation in the Affiliate and Referral Program will not violate

1. any provision of law, rule, or regulation to which you are subject.

1. any order, judgement, or decree applicable to you or binding upon your assets or properties.

1. any provision of your by-laws or certificate of incorporation, or

1. any agreement or other instrument applicable to you or binding upon your assets or properties.

1. You are the sole and exclusive owner of the Affiliate and Referral Trademarks and have the power to grant to Ventura Online Business the license to use such marks in the manner contemplated herein, and such grant will not

1. breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or

1. infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any third person or entity.

1. You are 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 your entrance into this Agreement.

1. There is no pending or threatened claim, action, or proceeding against you, or any Affiliate and Referral of yours with respect to the Affiliate and Referral Trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.

1. During the Term, you will not include in your Affiliate and Referral Site content that is, in our opinion, unlawful, harmful, threatening, defamatory, obscene, harassing, racially, ethically, or otherwise objectionable or are in violation of our Terms and Conditions or Acceptable Use Policy.

1. You are at least eighteen (18) years of age.

1. 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.

1. Limitation of Liability

WE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE AND REFERRAL 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 AFFILIATE AND REFERRAL PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID RO PAYABLE TO YOU UNDER THIS AGREEMENT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

1. Indemnification

You hereby agree to indemnify and hold harmless Ventura Online Business and its subsidiaries and Affiliate and Referrals, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgements, 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 the Affiliate and Referral 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 Affiliate and Referral Site, including, without limitations, its development, operation, maintenance and content therein not attributable to us.

1. Confidentiality

Each of the parties hereto agrees that all information including, without limitations, the terms of this Agreement, business and financial information, Ventura Online Business customer and vendor lists, or pricing and sales information (including without limitation commission rates), shall remain strictly confidential and shall not be utilized for any purpose outside the terms of this Agreement except and solely to the extent that any such information is (a) already lawfully known to or independently developed by the receiving party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third part not under the obligation of confidentiality to the disclosure hereunder.

1. Independent Investigation

You understand that we may at any time (directly or indirectly) solicit Ventura Online Business relationships on terms that may differ from those contained in this Agreement. We may also solicit relationships with entities that operate websites that are similar to or compete with your Affiliate and Referral Site. You have independently evaluated the desirability of participating in the Ventura Online Business Affiliate and Referral Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.

1. Miscellaneous

1. The laws of the United Kingdom will govern this Agreement, any action relating to this Agreement must be brought in the courts located in the UK.

1. You may not assign this Agreement, 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.