Total Security
Affiliate Terms & Conditions
Affiliate Terms & Conditions
AFFILIATE TERMS & CONDITIONS
PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT PERMITS TOTAL SECURITY GROUP TO WITHHOLD AFFILIATE COMMISSIONS FOR AFFILIATE BREACHES OF THIS AGREEMENT.
These Affiliate Terms & Conditions (the "Agreement") contains the complete terms and conditions between You (as defined below) and Total Security Ltd (“Total Security Group”), regarding your application to participate as an affiliate of Total Security Group and/or to provide services to Total Security Group.
BY CLICKING “I accept the Terms & Conditions” BELOW, SUBMITTING AN APPLICATION TO JOIN, OR BY PARTICIPATING IN, THE TOTAL SECURITY GROUP AFFILIATE PROGRAM, YOU ARE PROVIDING YOUR ELECTRONIC SIGNATURE CONFIRMING THAT YOU HAVE READ THIS AGREEMENT AND THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. TOTAL SECURITY RESERVES THE RIGHT TO REMOVE FROM THE TOTAL SECURITY GROUP AFFILIATE PROGRAM, AND WITHHOLD PAYMENTS FROM, ANY AFFILIATE WHO VIOLATES THIS AGREEMENT OR ANY APPLICABLE LAW OR REGULATION.
1. Definitions.
1.1 “We”, “Our” and “Us” mean Total Security Group.
1.2 “You”, “Your” and “Affiliate(s)” mean the individual, business or entity that consents to this Agreement, applies to join the Total Security Group Affiliate Program, or that advertises the Total Security Group Products and Services through its Channels.
1.3 “Affiliate Control Panel” means Our online portal which You may be given access to and from which You can access and download Content, create tracking links, view statistics of Qualified Leads, Qualified Purchases and any Commission due, and access other details of Our promotions.
1.4 “Affiliate Site” means an Affiliate's website which displays Total Security Group Products and Services and/or promotions.
1.5 “Channels” means Affiliate’s website(s), display advertisements, social media posts, emails or other online advertisements. Channels do not include text message or SMS, or any form of telemarketing, unless otherwise permitted in this Agreement.
1.6 “Content” means text, graphics, textual images and/or other content which We make available to You for display on Your Channels; and for email campaigns which will include from and subject lines, creatives and unsubscribe information.
1.7 “Total Security Group Affiliate Program” means the program operated by Total Security Group which allows Affiliates to promote Total Security Group Products and Services through various online methods in order to receive monetary remuneration by Total Security Group.
1.8 “Total Security Group Products and Services” and “Total Security Group Products or Services” mean the related products and services that are available for purchase through Our website(s).
1.9 “Commission” or “Commissions” means monetary remuneration paid by Total Security Group for each Qualified Purchase by a Referred Customer that You refer to Total Security Group under, and in accordance with, this Agreement.
1.10 “Qualified Lead” means a Referred Customer who has entered into a trial of Total Security Group Products.
1.11 “Qualified Purchase” means a sale of Total Security Group Products and Services by Total Security Group, to a Referred Customer.
1.12 “Referred Customer” means each new and unique customer You refer through a Link (defined below) provided by or approved by Us, which meets the criteria set forth herein.
1.13 “Registration Form” means any and all order forms, registration forms, lead forms or other signup forms submitted by the Referred Customer to make a Qualified Purchase.
1.14 “Site” means Our website(s).
2. Enrollment in the Affiliate Program.
2.1 To begin the enrollment process, You must submit a completed Affiliate Program Signup Form. The Signup Form can be found at [https://www.totalav.com/affiliates](https://www.totalav.com/affiliates) or such other place as We may designate in the future.
2.2 We will evaluate Your application and will notify You of Your acceptance or rejection. We may reject Your application for any reason, or no reason at all.
2.3 If We reject Your application, for any reason, You may not reapply to the Total Security Group Affiliate Program.
2.4 Total Security Group, in its sole discretion, reserves the right to notify or to not notify any prospective Affiliate of their rejection or removal from the Total Security Group Affiliate Program at any time.
3. Promotion of Our Products and Services.
3.1 We will make available to You the Content and a tracking link, which will contain a unique code to identify You (collectively referred to as “Links” or, individually, as a “Link”), subject to the terms and conditions hereof. The Links will enable Us to track the Qualified Purchases or Qualified Leads generated by You from or through Your Channels. You may not post Our Content or display Our Links, or provide any services for Us, through SMS, or telemarketing of any kind, unless otherwise permitted in this Agreement.
3.2 You acknowledge and agree that You will only use the Content provided by Us when providing services for Us and/or in generating Qualified Purchases or Qualified Leads. If You wish to use Your own images or content (“Affiliate Content”), You must submit it to Us in advance for review and You may only use or display the Affiliate Content after receiving written approval from Us. Any use of materials or content which We have not provided or expressly approved in writing is strictly forbidden and will result in forfeiture of all Commission generated. A lead shall not constitute a “Qualified Lead” if it is generated through materials or content that We have not provided or approved in writing.
3.3 You further acknowledge and agree that: (a) You shall only promote the Total Security Group Products and Services on Your Channels which We have approved in writing; (b) You shall not send SMS, or utilize any other form for telemarketing to promote the Total Security Group Products and Services, unless otherwise permitted in this Agreement or in writing by Us; and (c) You shall comply with all Laws (as defined below) in Your promotion of the Total Security Group Products and Services.
3.4 You acknowledge that if You are actively promoting Our Product to Apple/iOS users, that the following guidelines be adhered to and followed. This includes the use of any trademark symbols as per the Apple legal guidelines, available at [https://www.apple.com/legal/intellectual-property/guidelinesfor3rdparties.html](https://www.apple.com/legal/intellectual-property/guidelinesfor3rdparties.html).
4. Legal Compliance.
4.1 It is the intent of Total Security Group to treat Our customers fairly and to comply fully with all laws and regulations, including without limitation the CAN-SPAM Act of 2003 and all state anti-spam laws, including California Business & Professions Code Section 17529.5, California Civil Code Section 1798.83, the Federal Trade Commission Act, the California Online Privacy Protection Act, the Children’s Online Privacy Protection Act, the Federal Trade Commission’s Telemarketing Sales Rule, Federal Trade Commission Endorsements Guides, the Restore Online Shoppers’ Confidence Act, and all state laws relating to automatic renewal programs, and any other applicable federal, state and local consumer protection laws, regulations and standards (“Laws”). We require Affiliates to comply with these Laws. You acknowledge that You are familiar with the Laws and represent and warrant that You will strictly abide by all Laws.
4.2 It is Your obligation to comply with all Laws, including any applicable amendments or modifications thereto. You acknowledge and agree that any guidance, recommendations or approvals provided by Us do not constitute legal advice or an endorsement of the Content, Your Channel(s) or any Affiliate Content and that it is Your responsibility to seek advice from Your own legal counsel.
4.3 You acknowledge and agree that in the event You violate any Laws, as determined in Total Security Group’s sole discretion, Total Security Group reserves the right to immediately terminate Your account and this Agreement, withhold Commission, seek reimbursement of Commission already paid to you and/or take other legal actions against You.
5. Email Marketing; Anti-Spam Policy. If You engage in email marketing to promote any Total Security Group Products and Services, You shall comply with the federal CAN-SPAM Act of 2003, 15 U.S.C. § 7704, and all state laws and regulations concerning email marketing, including, but not limited to, Cal. Bus. and Prof. Code § 17529.5 et seq. Without limiting the foregoing, Affiliate shall comply with the following provisions set forth below when sending or initiating emails promoting Total Security Group or the running of offers pursuant to this Agreement.
5.1 For all emails permitted under this Agreement, Affiliate must download the Total Security Group’s “Suppression List.” Affiliate shall remove all entries appearing on the Suppression List and shall only send emails to the remaining addresses on its email list. No emails shall be sent to any email address associated with any person on the Suppression List. Affiliate shall be responsible for any sending of email messages as well as proper usage of the Suppression List. The Suppression List shall constitute Total Security Group’s proprietary information and confidential information, and Affiliate shall not sell, lease, exchange, transfer, release or use the Suppression List either directly or indirectly, for any purpose other than to fulfill its obligations under this Agreement. Affiliate shall download the Suppression List at least every seven (7) days until this Agreement is terminated and suppress all email addresses in the Suppression List before sending emails pursuant to this Agreement. For any Offer that includes a domain suppression list, Affiliate shall download the most recent domain suppression list prior to mailing the campaign and shall suppress and refrain from sending emails to all domains found on such list. Further, Affiliate shall download and remove domains located on the Federal Communications Commission’s wireless domain names list ([https://www.fcc.gov/cgb/policy/DomainNameDownload.html](https://www.fcc.gov/cgb/policy/DomainNameDownload.html)) from all recipients of mailings, prior to mailing. Affiliate shall not transmit, initiate or send any emails to any recipient who previously requested not to receive commercial email messages from or on behalf of Total Security Group or any sender of the email. Affiliate further agrees that it will not mail or market to any suppression files provided by Total Security Group.
5.2 Emails shall include a clear and conspicuous identification that the message is an advertisement or solicitation. Such an identification shall state “This is an advertisement” or words of identical meaning.
5.3 Emails shall include a clear and conspicuous notice of the recipient’s right to opt out of receiving future emails from the email’s sender and shall include a functioning return email address or other Internet-based mechanism that a recipient may use to make such an “opt-out request” from the email sender. The opt-out mechanism must remain active for at least thirty (30) days from the date the email is sent or for the life of the Offer, whichever is longer. Each email unsubscribe request shall be honored within ten (10) days from receipt of request. Affiliate shall maintain electronic or tangible records confirming the removal of each such email address from any applicable email lists for verification by Total Security Group. Within one (1) day of consumer’s opt-out request, Affiliate shall transmit the unsubscribe request to Total Security Group.
5.4 All emails shall identify both the email sender (as that term is defined by the CAN-SPAM Act) and the Affiliate who initiates the email, and shall include in immediate proximity to such identification a physical address of the email sender. The identification shall appear in a form substantively identical to the following:
This advertisement is sent on behalf of [name of email sender]. If you would like to unsubscribe from receiving offers from [name of email sender] please click here [link to unsubscribe link] or write to [name of email sender] at [insert physical address].
5.5 Emails must have truthful, accurate and non-misleading email header information (including source, destination, date and time, and routing information), subject lines and “From” lines. Emails shall not mask the email origin.
5.6 The actual or intended recipient address shall be posted in the “To” line unless otherwise agreed to in writing by the parties.
5.7 Emails shall use only Content, domain names, email addresses and other header information, including an email’s “From,” “To,” and “Reply-To,” provided or pre-approved by Total Security Group in writing. Affiliate shall not remove or alter Content, subject lines or “From” lines provided by Total Security Group or pre-approved by Total Security Group in writing. Total Security Group may require, prior to Affiliate sending emails under this Agreement, that Affiliate submit the final version of such email to Total Security Group for Total Security Group’s prior written approval, in which case any such emails shall not be sent without Total Security Group’s approval.
5.8 All emails sent by Affiliate shall be delivered only to addresses on email lists owned or managed solely by Affiliate.
5.9 Affiliate represents and warrants that the recipients of all email addresses used by Affiliate in connection with this Agreement have manifested affirmative, direct consent to receive commercial emails from Affiliate and Total Security Group. Affiliate shall maintain at all times during the term of the Agreement, and for a period of four (4) years thereafter, complete and accurate subscriber sign-up/registration data for every email address on each Affiliate Email List. Affiliate agrees that within forty-eight (48) hours of Total Security Group’s request, Affiliate shall provide, at a minimum, the following subscriber sign-up and registration data for any email address to which any email is sent under this Agreement: (a) subscriber’s IP address; (b) date and time of subscriber’s sign-up/registration; (c) location and URL of website of subscriber’s sign-up and registration; and (d) the email address and other information submitted by subscriber at the time of sign-up.
5.10 Affiliate shall not send email messages to email addresses that have been improperly obtained, including addressees harvested from the Internet without consent, through scripts or other automated means of registering for multiple email accounts, “scraping” of websites, or by harvesting addresses from the Internet. Affiliate is responsible for knowing the source of its email list. Affiliate shall not send email messages from accounts obtained using scripts or other automated means of registering for multiple email accounts.
5.11 Affiliate shall not use email accounts or domain names that were created using information that falsifies the identity of the registrant. Emails shall not include an originating email address, domain name or IP address, the access to which for purposes of initiating the message was obtained by means of false or fraudulent pretenses.
5.12 Affiliate agrees not to rely upon Total Security Group’s approval of any email or portion thereof for compliance with applicable laws, rules or regulations or assert any claim that Affiliate is in compliance with applicable laws, rules and regulations based upon Total Security Group’s approval or non-objection. Without limiting anything else in this Agreement, any violation of this section by Affiliate may result in immediate termination and Affiliate forfeiting all Commissions (whether accrued or paid).
6. SMS Marketing; TCPA Policy. If We provide written approval for You to use SMS marketing, You shall comply with the federal Telephone Consumer Protection Act, 47 U.S.C. § 227 (“TCPA”), and all state laws and regulations concerning SMS marketing. Without limiting the foregoing, Affiliate shall comply with the following provisions set forth below when sending or initiating SMS messages promoting Total Security Group or the running of offers pursuant to this Agreement.
6.1 You shall only send SMS messages to individuals who have provided prior express written consent required by law or regulation (including, but not limited to, the TCPA, 47 C.F.R. §64.200 and Do-Not-Call requirements). You are prohibited from using pre-recorded voice messages and “automated telephone dialing systems” (as defined by the TCPA) when sending SMS marketing messages.
6.2 You shall provide Total Security Group access to Your database of consumers and corresponding information (including, but not limited to, full name, telephone number and email address) who have indicated that they no longer wish to be contacted, including, but not limited to, opt-outs, aggregations of consumer opt-outs, and Your internal Do-Not-Call list (“DNC List”), prior to the start of any campaign and immediately when any such opt-out or do-not-call or do-not-text request is received. You shall maintain and keep updated Your DNC List and provide it to Us on a regular basis during the life of the campaign. You represent and warrant that the information contained in Your DNC List is accurate and up to date.
6.3 You shall use recordkeeping systems that can establish that you have obtained prior express written consent under applicable law or regulation, and legal sufficient evidence of such consent will be maintained for seven (7) years and be made available upon request of Total Security Group at any time, at least until the conclusion of any applicable statute of limitations under applicable law or regulation.
6.4 You shall, within two (2) business days of receipt, provide Total Security Group copies of any correspondence from law firms, consumers or government agencies which relate to performance hereunder, and/or deliverables that threaten, relate to, or that might result in a lawsuit, legal action, Better Business Bureau complaint, demand letter, government investigation, regulatory action and/or a formal government action. You shall, further, provide any and all relevant documents, information, correspondence or other such materials related to such complaints requested by Total Security Group not more than two (2) business days from such request.
7. Criteria for Referred Customers.
7.1 Each Referred Customer must meet the following criteria: (a) Each Referred Customer must sign up in a manner which, in Our sole judgment, definitively establishes that the Referred Customer was referred directly from Your Channel to Total Security Group under this Agreement; (b) Each Referred Customer must remain in compliance with Our Terms of Service, Acceptable Use Policy and other policies that are active at the time the Commission is generated and processed; (c) Referred Customers must not be offered or receive goods, services, monetary compensation, incentives, coupons, refunds, credits or discounts from the Affiliate or join in a business-opportunity program (as determined by Total Security Group in its sole discretion) that is managed or participated in by the Affiliate, unless Total Security Group has provided its prior written permission; and
7.2 Each Referred Customer must also meet the following criteria (the "PPL Criteria"):
(a) Each Referred Customer must be a new and unique visitor to a Total Security Group Site and must register by completing and submitting valid and unique contact information email information either on a Total Security Group Site or in-app Signup; and
(b) Each Referred Customer must sign up from Your Link for You to receive a Commission.
8. Order Processing and Tracking.
8.1 We will process orders placed by qualified Referred Customers who originate from Your Channels to Total Security Group as tracked by the Links. 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 fulfillment, including Total Security Group service, cancellation, processing, refunds and payment processing, are Our responsibility.
8.2 We will track the Qualified Leads and Qualified Purchases generated from Your Channels and will make this information available to You in the Affiliate Control Panel. Statistics available in the Affiliate Control Panel, however, are not final until up to 30 days following the close of the month in which they were generated and may later be adjusted for cancellations, returns, non-payment by Customers, fraud or Your breach of this Agreement. For CPA/Affiliate networks, these statistics are considered final 30 days following the close of the month and will not be subject to any further adjustments unless fraudulent activities or breach of Agreement terms are discovered.
8.3 To permit accurate tracking, reporting, and Commission accrual, You must ensure that the Links between Your Channel and Our site are properly formatted, placed and functioning. We are not responsible to pay for any Qualified Leads or Qualified Purchases which are not attributed to You due to tracking link failures or Your error. In the event of a dispute regarding the tracking of Qualified Leads, Qualified Purchases, or Commissions, our tracking data shall control.
9. Commission Determination Under the Affiliate Program.
9.1 We will pay a Commission for Qualified Leads and Qualified Purchases, as set forth in the Affiliate Control Panel. Commissions will be processed 30 days after the end of each month in which a Qualified Purchase or Qualified Lead was generated by You. At Our sole discretion, We may pay Commissions on a shorter payment schedule. Total Security Group will not reimburse nor compensate You for anything other than Qualified Purchases or Qualified Leads in accordance with the terms hereof.
9.2 Commissions will become payable to You once You (i) provide all relevant tax and address documentation as required herein and (ii) reach a Commission level of US $1,000 (the “Commission Threshold”).
9.3 No Commission will accrue or be paid for purchases or signups by You, members of Your household, anyone within Your organization, or face-to-face referrals.
9.4 Total Security Group reserves the right to only pay for Qualified Purchases that are active for at least 30 days after the date of purchase.
9.5 Check payments will only be reissued within 120 days of original issue date in the case of a lost check or stop-payment request. After 120 days, the payment will be voided. Check cancellation fees may be applied.
9.6 You may choose Your preferred method of payment; however, final determination is in Our sole discretion. We are not responsible for any third-party fees charged by PayPal, banks or other financial institutions for the receipt of Your Commission.
9.7 You are only eligible to earn Commission on Qualified Purchases or Qualified Leads occurring during the term of this Agreement. We may withhold Your final payment of Commission for a reasonable time to ensure that all Qualified Purchases or Qualified Leads are valid and payment from Referred Customers is legitimate, as determined by Total Security Group in its sole discretion.
9.8 Unless authorized by Total Security Group in writing, You will only be credited for Qualified Purchases or Qualified Leads from these countries: United States, United Kingdom, Canada, Australia, New Zealand, South Africa Ireland, Germany, France, Spain, Italy, Poland, Netherlands, Belgium, Sweden, Norway, Sweden, Turkey, Denmark.
9.9 Total Security Group, in its sole discretion, reserves the right to cancel, suspend or withhold payment of any Commission, and cancel Your account, if: (a) Referred Customers do not meet the criteria set forth herein or in the Affiliate Control Panel or do not comply with this Agreement; (b) You engage in fraud or We suspect (in Our sole discretion) that You are engaged in fraud, illegal activity or other improper activity, including purchases or leads that are not from real live people, Your generation of real or fictitious customer information through automated means, or multiple accounts created by the same customer or the same IP address; (c) You attempt to manipulate, falsify or inflate the number of Qualified Leads or Qualified Purchases that You have generated or You alter Our Links; (d) Your breach of any terms in the Agreement or a Referred Customer’s breach of Our terms of service; (e) You violate any Laws; (f) You offer discounts or other incentives to Referred Customers; (g) any Referred Customer cancels or is terminated within 30 days of the date of purchase or You have excessive cancellation rates; (h) You have a poor historical quality of the sales You generate, in Our sole discretion; or (i) Your Referred Customers are generated during short periods of time, during odd hours, or in any pattern that indicates fraud.
9.10 It is Your responsibility to monitor the payment, denial and/or withholding of Commission. Total Security Group is not obligated to actively notify You of the status of Commission. You have 30 days from the day a payment is made to contact Total Security Group to discuss or dispute the Commission.
9.11 Affiliates will not be credited for any sign-ups determined to be duplicate entries, defined as sign-ups using the same email address or payment method associated with a prior Total Security Group offer. Total Security Group reserves the right to withhold or cancel commission payments for such duplicate sign-ups.
10. Identification and Taxes.
10.1 It is Your responsibility to provide Total Security Group with accurate identification, contact, payment and tax information, including submitting a completed and signed IRS Form W9 or W8. If Total Security Group does not receive the necessary identification, contact, payment or tax information within 90 days of Commission generation, then any Commission You generated will be forfeited. We reserve the right to request proof of Your identity and to verify Your identity, and You hereby authorize Us to utilize third-party services in order to verify Your identity and monitor for identity theft and fraud.
10.2 You are responsible for the payment of all taxes related to the Commission You earn under this Agreement. Total Security Group will issue a Form 1099 to Affiliates whose earnings meet or exceed the threshold established by U.S. law.
10.3 Any address or payment changes must be made in the Affiliate Control Panel at least 15 business days prior to the end of the calendar month in order for a Commission for that month to be sent to the revised address.
11. Obligations Regarding Your Channels.
11.1 You will be solely responsible for the development, operation and maintenance of Your Channels and for all materials that appear on Your Channels, including the Affiliate Content.
11.2 We disclaim all liability and responsibility for any matters relating to Your Channels. We have the right, but not the responsibility, to monitor Your Channels at any time to determine if You are in compliance with the terms of this Agreement.
11.3 Affiliate Networks. Affiliate represents and warrants that it shall only use sub-affiliates, Third-Party Affiliates, or its own network, each a “Third-Party Affiliate,” for purposes of this Agreement, with Our prior written consent. If Affiliate maintains its own Affiliate networks and places any offers or Total Security Content in its Affiliate network (the “Network”) for access and use by affiliates in Affiliate’s Network, or if Affiliate uses any Third-Party Affiliate, then the provisions set forth below apply.
(a) Affiliate shall contractually bind to terms that are substantially identical to those that are in this Agreement.
(b) Affiliate shall not permit any party to be a Third-Party Affiliate whose advertising or business model concerns content or marketing channels prohibited by this Agreement.
(c) Affiliate agrees that for the purposes of this Agreement, the acts and omissions of its Third-Party Affiliates shall be deemed Affiliate’s acts and omissions regardless of whether such Third-Party Affiliates bound themselves to this Agreement or any other agreement. Affiliate is responsible for any Third-Party Affiliate’s breach of this Agreement regardless of whether Third-Party Affiliates execute this Agreement or any other agreement. Thus, Affiliate shall defend and indemnify Total Security Group for any act or omission by any Third-Party Affiliate.
(d) Affiliate shall promptly terminate any Third-Party Affiliates who take, or could reasonably be expected to take, any action that violates the terms and conditions of this Agreement. Without limiting the foregoing, at Total Security Group’s request, Affiliate shall provide reasonable assistance to enable Total Security Group to monitor compliance with all applicable Laws and provisions under this Agreement.
(e) Upon written notice from Total Security Group, Affiliate shall immediately remove any Third-Party Affiliate from disseminating the Content or providing services in connection with this Agreement and terminate their access to the Content.
(f) Affiliate agrees that Total Security Group is under no obligation to pay a Third-Party Affiliate. Total Security Group further reserves the right to withhold or refuse Commissions to Affiliate related to, and in the event of, any of its Third-Party Affiliates’ breach of this Agreement or the Law.
(g) Affiliate shall provide Total Security Group with all truthful and complete contact information for Third-Party Affiliates, and all Third-Party Affiliates must affirmatively accept this Agreement and provide a record of such to Total Security Group.
(h) If Affiliate or any Third-Party Affiliate becomes involved or named in any action, investigation, complaint or other proceeding by or before any governmental or regulatory authority, or any private party, Affiliate shall provide notice to Total Security Group within forty-eight hours of such action, investigation, complaint or other proceeding, in which event Total Security Group may terminate this Agreement immediately with notice to Affiliate.
12. Your Representations and Warranties.
12.1 You represent and warrant that:
(a) This Agreement has been duly and validly executed and delivered by You and constitutes Your legal, valid and binding obligation, enforceable against You in accordance with its terms;
(b) The execution, delivery and performance by You of this Agreement and the consummation by You of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule or regulation to which You are subject, (ii) any order, judgment or decree applicable to You or binding upon Your assets or properties, (iii) any provision of Your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to You or binding upon Your assets or properties;
(c) There is no pending or, to the best of Your knowledge, threatened claim, action or proceeding against You, or any affiliate of Yours, with respect to the Affiliate Site, Your Channels or Your methods and means of providing advertising or other services under this Agreement, and, to the best of Your knowledge, there is no basis for any such claim, action or proceeding.;
(d) You are at least eighteen (18) years of age;
(e) Each Referred Customer and each Qualifying Purchase or Qualified Lead referred or submitted by You to Us, is a valid request from a real live individual, is unique and not fraudulent, and meets each of the Criteria for generating a Commission Fee as provided in this Agreement.
(f) You and Your Channels will comply with all Laws and will not violate the intellectual property or other rights of any third party;
(g) You will not advertise the Total Security Group Products or Services via SMS, or any other form of telemarketing, unless otherwise permitted in this Agreement;
(h) You will not display on Your Channels, nor disseminate, any content or material that is illegal, obscene or pornographic, shows nudity, is indecent, offensive to the average reasonable person, threatening, abusive, libelous, defamatory, discriminatory, or promotes racism, bigotry or hatred; that infringes on any intellectual property or is in violation of any copyright or trademark law; that is in violation of any right of privacy; that promotes harmful, unlawful, seditious, terrorist or other criminal activity; that could give rise to civil liability; that contains viruses, worms, a Trojan Horse or other harmful files; that spawns automatic pop-ups; that contains an unauthorized download to the end-user’s computer; that is software pirating, hacking or phreaking; that is in violation of any Laws; that is spam; or that appears or purports to be from someone other than You or that impersonates another person or entity;
(i) You will not market Total Security Group Products or Services to minors;
(j) Where advertisements are posted on an Affiliate Site, You will have a fully functional website that displays actual content and is not just a list of advertisements or links; that has a detailed privacy policy which clearly informs the consumer what personal information is collected and how that information is used, gives an option to opt out of the use of personal information and is compliant with all Laws; that does not make any unsubstantiated claims; and that does not appear or purport to be Our Site;
(k) You will comply with all Laws regarding the use of testimonials and endorsements and will have appropriate disclaimers posted on Your Channels;
(l) You will not provide any advertising services through, or Referred Customers from, surveys, incentivized traffic or incentivized ad placement, or provide any incentive to the recipient of an electronic advertisement for any purpose including to induce the recipient to initiate an action, click on an ad or make a purchase; incentives includes money, prizes, virtual currency, point systems and any other form of remuneration;
(m) You will comply with all rules of any social networking site where Total Security Group Products or Services are advertised;
(n) You will not bid on any search terms that are trademarked, copyrighted or otherwise protected intellectual property of Total Security Group, or any third party;
(o) You will review and comply with the terms and restrictions that are posted in the Affiliate Control Panel;
(p) You will not make any changes or modifications to the Content, unless such changes or modifications were previously approved in writing by Total Security Group;
(q) You shall in any and all contact with a consumer: (i) advertise and promote in a manner that reflects favorably at all times on the good name, good will and reputation of Total Security Group and its customers; (ii) not use practices that are unfair, deceptive or abusive; (iii) not promote violence, hatred, cruelty to humans or animals, criminal or illegal activities, gambling, alcohol, firearms, sexually explicit materials, any religious affiliation, or discrimination based on race, color, gender, religion, nationality, disability, sexual orientation or age, nor may it contain material that specifically targets minors; and (iv) not be libelous, defamatory, disparaging, obscene or offensive, or contain any other content that the Total Security Group may deem inappropriate, in its sole discretion; and
(r) If You intend to be a Total Security Affiliate, You must read, understand and agree to the Total Security Affiliate Compliance document, [**linked here**](https://resources.totalsecurity.com/pdf/_totalsecurity/Affiliate/Affiliate_Compliance_Guide.pdf) . Pop-under traffic must use a trusted pre-sale landing page. If using a third-party landing page, it must be preapproved by Us in writing prior to Your use.
12.2 You further represent and warrant that You are: (i) not currently identified on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control, Department of the Treasury (“OFAC”), and/or on any other similar list maintained by the OFAC pursuant to any authorizing statute, executive order or regulation; (ii) not a person or entity with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction or other prohibition of United States law, regulation or executive order of the President of the United States; (iii) not engaged in any activity or conduct that would breach any anti-corruption laws or anti-money laundering laws; and (iv) not currently under investigation by any government authority for alleged criminal activity relating to the OFAC, Patriot Act Offenses, anti-corruption laws or anti-money laundering laws.
12.3 Your breach of any of the representations and warranties contained in this Agreement, in any manner, will be deemed a material breach of this Agreement by You and You will automatically forfeit any and all Commissions, and Your access to the Affiliate Control Panel and Links may be terminated.
13. License and Use of Intellectual Property.
13.1 Subject to the limitations set forth in this Agreement, We grant You a non-exclusive, non-transferable, revocable license to (i) access the Total Security Group Affiliate Program solely in accordance with the terms of this Agreement and (ii) solely in connection with such Links, to use the Total Security Group trademarks, logos and similar identifying material and the Content but only in the form(s) that they are provided by Us (collectively, the “Licensed Materials”) and for the sole purpose of providing services to Us hereunder. You agree that You will not: (a) alter, modify or change the Licensed Materials in any way; (b) make any use of Licensed Materials for purposes other than selling Total Security Group Products and Services; (c) use the Licensed Materials after termination of this Agreement or Your relationship with the Total Security Group; or (d) use the Licensed Materials in any manner that is disparaging or that otherwise portrays the Total Security Group, its affiliates, employees or representatives in a negative light.
13.2 We reserve all rights in and to the Licensed Materials. We may revoke Your license at any time, in Our sole discretion. If not revoked, this license shall terminate upon expiration or termination of this Agreement.
13.3 YOU REPRESENT AND WARRANT THAT YOU SHALL NOT AND ARE NOT AUTHORIZED TO:
(a) USE THE LICENSED MATERIALS OR ANY OF OUR OTHER INTELLECTUAL PROPERTY OR ANY VARIATIONS OR MISSPELLINGS THEREOF OR OTHER TERM OR TERMS CONFUSINGLY SIMILAR TO ANY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, THE LINKS AND CONTENT (COLLECTIVELY, “OUR IP”) WITHOUT OUR EXPRESS PRIOR WRITTEN PERMISSION;
(b) USE OUR IP IN A DOMAIN OR WEBSITE NAME, IN ANY BIDS FOR KEYWORDS OR GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), IN ANY SEARCH ENGINE ADVERTISING (PAID OR OTHERWISE), IN ANY METATAGS, GOOGLE ADWORDS OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES, KEYWORDS, ADVERTISING, SEARCH TERMS, CODE, OR SIMILAR DEVICES OR FUNCTIONS; OR
(c) CAUSE OR CREATE OR ACT IN ANY WAY THAT CAUSES OR CREATES OR COULD CAUSE OR CREATE ANY CONFUSION (INCLUDING INITIAL INTEREST CONFUSION) OVER THE USE OF OUR IP ON THE INTERNET OR IN ANY SEARCH ENGINE ADVERTISING.
13.4 YOUR USE OF OUR IP IN ANY MANNER, OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER, IS A BREACH OF THIS AGREEMENT AND CONSTITUTES UNLAWFUL INFRINGEMENT OF OUR TRADEMARKS, COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS, AND MAY SUBJECT YOU TO CLAIMS FOR DAMAGES INCLUDING, WITHOUT LIMITATION, TREBLE DAMAGES FOR KNOWING OR WILLFUL INFRINGEMENT, AND THE OBLIGATION TO PAY OUR LEGAL FEES AND COSTS IN CONNECTION WITH ANY ACTION OR PROCEEDING IN WHICH WE SEEK TO ENFORCE OUR RIGHTS UNDER THIS AGREEMENT OR WITH REGARD TO ANY OF OUR INTELLECTUAL PROPERTY RIGHTS.
13.5 You grant to Us a non-exclusive license to utilize Your names, titles and logos, as the same may be amended from time to time, to advertise, market, promote, and publicize or use in any manner. This license shall terminate upon the expiration or termination of this Agreement.
14. Term and Termination.
14.1 The term of this Agreement will begin upon Our acceptance of Your Affiliate Program application and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause.
14.2 Total Security Group reserves the right to remove an Affiliate from the Affiliate Program, and to terminate or suspend this Agreement at any time for any reason, in Total Security Group’s sole discretion. Without limitation, an Affiliate's participation in the Affiliate Program and this Agreement shall be deemed automatically terminated immediately and all Commissions forfeited upon Affiliate’s violation of any of the terms of this Agreement or of any applicable Law or regulation.
14.3 We reserve the right to terminate any Affiliate who produces fewer than 30 Qualified Purchases per month.
15. Modification of this Agreement.
We may modify any of the terms and conditions contained in this Agreement, at any time and in Our sole discretion. Notice of any change by email to Your email address in Our records, or the posting on Our Site of a notice, is considered sufficient notice to You of a modification to the terms and conditions of this Agreement, and Your continued use of the Affiliate Control Panel, Links or provision of services to Us constitutes Your binding acceptance of the modified terms. If any modification to these terms is unacceptable to You, Your only recourse is to terminate this Agreement.
16. Disclaimer of Warranties.
WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE AFFILIATE PROGRAM OR ANY TOTAL SECURITY GROUP PRODUCTS OR SERVICES SOLD OR OFFERED THROUGH THE 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. 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, INCLUDING THE TRACKING OF INFORMATION ABOUT REFERRED CUSTOMERS DURING THE PERIOD OF INTERRUPTION. WE MAKE NO REPRESENTATION OR GUARANTEE AS TO THE AMOUNT OF COMMISSION, IF ANY, WHICH YOU WILL GENERATE.
17. Limitation of Liability.
IN NO EVENT SHALL TOTAL SECURITY GROUP BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY/WRONGFUL DEATH, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE OR STRICT LIABILITY), OR FOR LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT TOTAL SECURITY GROUP HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. TOTAL SECURITY GROUP’S CUMULATIVE LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, SHALL BE LIMITED TO AND SHALL NOT EXCEED THE AMOUNTS PAID TO AFFILIATE BY TOTAL SECURITY GROUP IN COMMISSIONS DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.
18. Indemnification.
18.1 Affiliate shall indemnify, defend and hold harmless Total Security Group and its subsidiaries, affiliates, partners and licensors, directors, officers, employees, shareholders, managers, successors, owners, related companies, agents, and assigns (collectively, “Indemnified Party”) against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs and expenses (including reasonable attorneys’ fees and costs) (collectively, “Claims”) based on, related to, or resulting from any act or omission by Affiliate or any affiliate thereof (including Third-Party Affiliates that Affiliate uses to promote the Total Security Group), including, but not limited to, (i) any breach, suspected breach, violation or suspected violation of this Agreement by Affiliate or any affiliate thereof (including Third-Party Affiliates that Affiliate uses to promote the Total Security Group), including any representation, warranty, covenant, restriction or obligation made by Affiliate herein, or any offer-specific terms; (ii) any misuse by Affiliate or any affiliate thereof (including Third-Party Affiliates that Affiliate uses to promote the Total Security Group), or a party under the reasonable control of Affiliate or obtaining access through Affiliate, of the Content, offers or Total Security Group Proprietary Information or Confidential Information; (iii) the Affiliate Content; (iv) improper operation of an offer by Affiliate or any affiliate thereof (including Third-Party Affiliates that Affiliate uses to promote the Total Security Group); (v) the negligence or willful misconduct of Affiliate or any affiliate thereof (including Third-Party Affiliates that Affiliate uses to promote the Total Security Group); (vi) a violation of any laws, rules or regulations in the performance of Affiliate or any of its affiliates’ obligations under this Agreement (including Third-Party Affiliates that Affiliate uses to promote the Total Security Group); (vii) the violation or infringement of the intellectual property rights of any third party (including Third-Party Affiliates that Affiliate uses to promote the Total Security Group); or (viii) fraud.
18.2 If any Claim is or shall be brought against the Indemnified Party, in respect to any allegation for which indemnity may be sought from Affiliate, the Indemnified Party shall notify Affiliate of any such Claim of which it becomes aware and shall: (a) provide reasonable cooperation to Affiliate at the Indemnifying Party’s expense in connection with the defense or settlement of any such claim; and (b) be entitled to participate, including in the selection of legal counsel, in the defense of any such Claim. Affiliate shall not agree to any judgment or enter any settlement that adversely affects the Indemnified Party’s rights or interests without the prior written consent of the Indemnified Party.
19. Confidentiality.
19.1 Each of the parties hereto agrees that all trade secrets and other confidential information of the disclosing party, including, without limitation, any modifications to the terms of this Agreement, a party’s business and financial information, pricing and sales information, and all communications between the parties (the “Confidential Information”), 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, (d) lawfully obtained from any third party without any obligation of confidentiality to the discloser hereunder, or (e) independently developed by a party without reference to or use of the other party’s Confidential Information. All information of a Referred Customer constitutes the Confidential Information of the Total Security Group.
19.2 Notwithstanding the foregoing, each party is hereby authorized to disclose Confidential Information (a) to any person pursuant to a valid subpoena or order issued by any court or administrative agency of competent jurisdiction, (b) to its accountants, attorneys or other agents on a confidential basis, and (c) otherwise as is required by applicable Law, regulation, or legal process. Prior to disclosure, the disclosing party must provide the other party written notice and an opportunity to object to such disclosure sufficiently in advance of disclosure.
20. Submission and Independent Investigation.
20.1 Your application submission acknowledges that You have read this Agreement and agree to be bound by all its terms and conditions. You understand that We may at any time (directly or indirectly) solicit 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 You.
20.2 Your application indicates that You have independently evaluated the desirability of participating in the Total Security Group Affiliate Program and are not relying on any representation, guarantee or statement other than as set forth in this Agreement, and that You have had an opportunity to consult with counsel regarding the terms of this Agreement and freely enter into this Agreement.
21. Relationship of Parties.
You and Total Security Group 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 have no authority to enter into any contractual agreements or make any representations on Our behalf. You will not make any statement, whether on Your Channels or otherwise, that reasonably would contradict anything in this Section.
22. Arbitration, Venue and Governing Law.
This arbitration provision (“Arbitration Provision”) requires You to resolve any claim that You may have against the Total Security Group on an individual basis pursuant to the terms of the Agreement. This provision will preclude You from bringing any class, collective or representative action against the Total Security Group. It also precludes you from participating in or recovering relief under any current or future class, collective or representative action brought against the Total Security Group by someone else. Except as it otherwise provides, this Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration, including disputes arising out of or relating to the interpretation or application of this Arbitration Provision. You acknowledge and agree that all disputes You may have against the Total Security Group must be resolved only by an arbitrator through final and binding arbitration on an individual basis and not by way of court or jury trial, or by way of class, collective or representative action. You hereby agree that any dispute, other than one related to infringement of the Total Security Group’s intellectual property rights or breach of the obligation to maintain confidentiality, brought by You, arising out of this Agreement or in any manner relating to the provision of services by You to the Total Security Group, must be submitted by You to arbitration, on an individual basis, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, before a single arbitrator, appointed in accordance with such rules. Costs of arbitration services shall be shared equally between the parties; however, the arbitrator may award costs and fees to the prevailing party. Judgment upon the award may be entered in any court having jurisdiction thereof. Any such arbitration will be held in Los Angeles, California, and in no other jurisdiction. Total Security Group maintains the right to submit any dispute to arbitration in the forum of Total Security Group’s choice. Any action filed by You in any court in violation of this Arbitration Provision shall be dismissed and You agree to pay all of Total Security Group’s attorneys’ fees and costs incurred to enforce the terms of this Arbitration Provision. Any action to protect a party’s Confidential Information or the Total Security Group’s intellectual property rights, must be brought in the federal or state courts located in Los Angeles County, California, and You irrevocably consent to the jurisdiction of such courts. The laws of the United States and the State of California will govern this Agreement, without reference to rules governing choice of laws.
23. Miscellaneous.
This Agreement is the entire agreement of the parties hereto on the subject matter hereof, and no warranties, representations or covenants have been made except as expressly set forth herein. This Agreement supersedes all prior or contemporaneous oral and written negotiations and/or agreements on the subject matter contained herein. No course of prior dealings between the parties hereto and no usage of trade will be relevant to supplement or explain any term used in this Agreement. No amendment or extension of this Agreement will be binding unless in writing and signed by both parties. This Agreement may only be modified or otherwise changed as set forth herein. 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 in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire Agreement will be severable and remain in effect. This Agreement shall inure to the benefit of and be binding on the heirs, legal representatives, successors and assigns of the parties hereto. There shall be no assignment or delegation by You of any or all of its rights, obligations or duties under this Agreement without the prior written consent of Total Security Group, which may be withheld in its sole discretion. Total Security Group may assign its rights, obligations and duties hereunder. Headings used herein are for reference purposes only and neither limit nor amplify the terms and conditions herein. In this Agreement, the use of any gender shall be deemed to include all genders, and the use of the singular shall include the plural and vice versa, wherever it appears appropriate from the context. For all purposes of this Agreement, unless otherwise expressly stated to the contrary, the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”. This Agreement may be executed electronically and/or in counterparts and if so executed and/or delivered, shall be as effective as if the same original document had been duly executed and personally delivered by each party to the other party.
By clicking “I accept the Terms & Conditions” You (a) adopt such as Your electronic signature; (b) are agreeing to be bound by all of the terms and conditions of this Agreement; (c) consent and agree that the Total Security Group may provide You with electronic communications and disclosures (collectively, “Communications”) via email, by making them accessible in the Affiliate Control Panel or on Total Security Group’s website and/or portal; (d) agree that Your electronic signature on these Affiliate Terms and Conditions and on any subsequent agreements and documents has the same effect as if You signed them in writing; and (e) attest that if signing on behalf of an entity, You are duly authorized to bind such entity to the terms and conditions of this Agreement. If you wish to revoke/withdraw Your consent at any time, please contact us at affiliates@totalav.com. Withdrawal of Your consent will result in termination of Your access to the Affiliate Control Panel and termination of Our relationship with You. Any withdrawal will be effective only after a reasonable period for Total Security Group to process Your withdrawal, after which Total Security Group shall notify you in writing.