Affiliate Program
Terms and Conditions
To be an authorized affiliate of shinywhitebox ltd, you agree to abide by the terms and conditions contained in this agreement.
This Affiliate Terms and Conditions Agreement (the "Agreement") is a legally binding agreement between you ("Affiliate" or "You") and shinywhitebox.com, Inc. ("shinywhitebox.com" or "We") and is effective on the date You accept the terms and conditions of this Agreement as set forth herein. (the "Effective Date"). BY CLICKING ON THE "ACCEPT" BUTTON AND/OR PARTICIPATING IN THE shinywhitebox.com AFFILIATE PROGRAM (THE "AFFILIATE PROGRAM"), YOU ACKNOWLEDGE THAT YOU HAVE READ THE TERMS OF THIS AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS SET FORTH HEREIN, DO NOT CLICK THE "ACCEPT" BUTTON OR PARTICIPATE IN THE AFFILIATE PROGRAM.
1. Eligibility. To be eligible to be a shinywhitebox.com Affiliate, You must operate a website that has been approved by shinywhitebox.com, and Your website must not and, during the term of this Agreement, shall not, as determined by shinywhitebox.com in its sole discretion: (a) infringe on shinywhitebox.com’s or any other third party's intellectual property, publicity, or privacy rights; (b) violate any law or regulation; (c) contain any false or misleading information; (d) operate or utilize a website or e-mail link to websites that contain or promote, any of these types of content: libelous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, illegal, cracking, hacking or warez, or the offer of any illegal good or service, or link to a website(s) that do so; (e) promote discrimination based upon race, sex, religion, nationality, disability, sexual orientation or age; (f) engage in spamming, indiscriminate advertising or unsolicited commercial e-mail and/or (g) engage in any illegal activity of any type, including but not limited to displaying illegal content on Your website or offering any illegal good or service through Your website. You remain solely responsible for all content on Your website.
2. True and Complete Information. Affiliate represents and warrants that all information that it provided in connection with becoming an Affiliate of shinywhitebox.com is true and complete. If shinywhitebox.com determines or has reason to believe, that any information provided by Affiliate is not true and/or complete, Affiliate shall indemnify shinywhitebox.com in accordance with Section 13 below and shinywhitebox.com may immediately terminate Affiliate's participation with respect to the shinywhitebox.com website if such breach also constitutes a breach of Section 1 above.
3. Content Usage Restrictions. Affiliate represents and warrants that it shall not, except as specifically provided for pursuant to the Affiliate Program: (i) copy or display any shinywhitebox.com Content (as hereinafter defined); (ii) modify, adapt, translate or create derivative works based on the shinywhitebox.com Content; (iii) remove, erase, or tamper with any copyright or other proprietary notices in any copy of any of the shinywhitebox.com Content; (iv) sell, market, license, sublicense, distribute, disclose or otherwise grant to any person any right or interest in the shinywhitebox.com Content; (v) buy or bid on any of the shinywhitebox trademarks, or variations of the trademarks, on any search engine or site; or (vi) take any action which may cause deception, confusion or otherwise blurs, tarnishes or dilutes the quality of the shinywhitebox.com Content or the shinywhitebox trademarks or other intellectual property or the goodwill associated therewith, all as shall be determined by shinywhitebox.com. Affiliate agrees to use the shinywhitebox.com Content exactly in the form provided to Affiliate pursuant to the Affiliate Program. Upon termination of this Agreement, for any reason, Affiliate shall immediately cease using, displaying or otherwise maintaining any interest in the shinywhitebox.com Content. For purposes of this Agreement "shinywhitebox.com Content" means any and all trademarks, service marks, logos and other content which shinywhitebox.com makes available to Affiliate in connection with the Affiliate Program, including, but not limited to, banners, buttons, or other display advertisements created and furnished by shinywhitebox.com. Such shinywhitebox.com Content may be owned by shinywhitebox.com or licensed to shinywhitebox.com by a third party.
4. Links to shinywhitebox.com Website. You must place Links to the shinywhitebox.com website or website content such that it is unlikely that the Links will mislead the visitor, and such that it is reasonably likely that the Links will deliver bona fide transactions by the visitor to shinywhitebox.com from the Link. You shall not cause any transactions to be made that are not in good faith, including, but not limited to, using any device, program, robot, Iframes, hidden frames, JavaScript popup windows, redirects or clicking on Links that You place to shinywhitebox.com.
5. Property Ownership Rights. Affiliate agrees and acknowledges that shinywhitebox.com retains all rights, title and interest in and to all property rights embodied in or associated with the shinywhitebox.com Content. Affiliate represents and warrants that it will not take any action or assist any third party to take action challenging, contesting or otherwise inconsistent with shinywhitebox.com's ownership of the shinywhitebox.com Content and any goodwill and benefits accruing from the use of such shinywhitebox.com Content will automatically vest in shinywhitebox.com.
6. Operation and Maintenance of the shinywhitebox.com Web Site. Affiliate acknowledges and agrees that shinywhitebox.com may accept or reject, in its sole and absolute discretion, all subscriptions from customers placed on or through the shinywhitebox.com website. Affiliate further acknowledges and agrees that (i) it does not have any authority to make or accept any offer or commitment on behalf of shinywhitebox.com, (ii) shinywhitebox.com cannot, and does not, guarantee the availability and accessibility of the shinywhitebox.com website, and (iii) shinywhitebox.com is solely responsible for all pricing, subscription processing, online fulfillment, cancellation, refunds and all other aspects of the shinywhitebox.com website and its products. All personal information obtained from customers on the website shall be the exclusive property of shinywhitebox.com.
7. Privacy Policy. You must maintain a privacy policy which shall clearly and accurately describe the information collection and use practices of Your website, including but not limited to, the type of information collected, how the information is collected and used, and with whom the information is shared. You will also describe any information that is collected on Your website by any third party. Your website must have a prominent link to Your privacy policy which You hereby represent is, and shall remain for the term of this Agreement, consistent with best practices in the industry.
8.  Public Announcement. You may not mention shinywhitebox.com in a press release or other public statement (other than the Advertisements) unless You have received prior written approval from shinywhitebox.com.
9. Representations and Warranties. You hereby represent and warrant to shinywhitebox.com that: (i) You have duly and validly executed this Agreement and it constitutes Your legal, valid, and binding obligation, enforceable against You in accordance with its terms; (ii) 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 (a) any provision of law, rule, or regulation to which You are subject, (b) any order, judgment, or decree applicable to You or binding upon Your assets or properties, (c) any provision of Your by-laws or certificate of incorporation if applicable, or (d) any agreement or other instrument applicable to You or binding upon Your assets or properties; (iii) no consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by You in connection with the execution, delivery, and performance of this Agreement or the taking by You of any other action contemplated hereby; and (v) there is no pending or material threatened claim, action, or proceeding against You, or any subsidiary or Affiliate of Yours, with respect to the execution, delivery or consummation of this Agreement, or with respect to Your trademarks, and there is no basis for any such claim, action, or proceeding.
10. Payments. shinywhitebox.com agrees to pay to Affiliate the fee as a result of sales, as recorded on the affiliate.shinywhitebox.com portal Home page. Fees are paid at the end of each month if the total approved sales exceeds the minimum payment amount (set in Payment method). Payments will be made by PayPal and cheque only.
11. Responsibility for Affiliate URLs. Affiliate will be solely responsible for the development, operation, and maintenance of all URLs that are linked to the shinywhitebox.com website and for all materials that appear on such URLs. The Affiliate acknowledges and agrees that it shall be responsible for complying with the terms hereof.
12. No Joint and Several Liability. Affiliate acknowledges and agrees that neither shinywhitebox.com, its subsidiaries, parents, other affiliates, directors, officers, employees, agents, successors or assigns (collectively, the "shinywhitebox.com Parties"), shall be liable to any party, including Affiliate, for any claim, liability, suit, action, judgment, loss, costs, expenses or other damages related to or in connection with the Affiliate website(s) and/or any content or other information displayed or contained thereon, including but not limited to, claims of infringement. Without limiting the generality of the proceeding sentence, Affiliate acknowledges and agrees that, including but not limited to any provision imposing joint and several liability on shinywhitebox.com, none of the shinywhitebox.com Parties shall be liable to Affiliate or any of its subsidiaries, parents, other affiliates, directors, officers, employees, agents, successors or assigns for any claims for indemnification, contribution or otherwise.
13. Affiliate Indemnification. Affiliate, at its own expense, shall indemnify, defend and hold harmless, shinywhitebox.com against any claim, suit, action, judgment, liability, loss, cost, expenses and other damages, including, without limitation, reasonable attorney's fees, based upon or in connection with (i) any breach or alleged breach of Affiliate's representations and warranties hereunder, (ii) the failure to comply with or perform any obligation or agreement of Affiliate hereunder, or (iii) the Affiliate's website(s) and/or any content or other materials displayed or contained thereon, including, but not limited to, claims of infringement.
14. Term of the Agreement. This Agreement shall begin on the Effective Date and shall terminate on the date Affiliate is no longer an Affiliate of shinywhitebox.com pursuant to the Affiliate Program.
15. Termination. shinywhitebox.com may terminate this Agreement at any time and for any reason upon seven (7) days written notice (e-mail or other electronic communication will suffice) to Affiliate with effect from the 8th day from such notice. shinywhitebox.com may terminate this Agreement immediately, without notice, if shinywhitebox.com determines, in its sole discretion, that Affiliate has breached Affiliate’s obligations pursuant to Section 1. In addition, shinywhitebox.com may terminate this Agreement, in its sole discretion, immediately upon written notice (e-mail or other electronic communication will suffice) if: (a) Affiliate has failed to comply with or has breached Section 3 or 4, ; (b) shinywhitebox.com believes in good faith that You are harming, blurring or tarnishing the shinywhitebox brand, any other trademark, service mark or trade name owned or licensed by shinywhitebox.com or shinywhitebox.com’s reputation; (c) shinywhitebox.com believes in good faith that Your actions or one or more of Your websites is causing or would cause shinywhitebox.com to be in breach of its contractual obligations with third parties.
16. Modification of Agreement. shinywhitebox.com reserves the right to modify this Agreement upon no less than seven (7) days notice to Affiliate. shinywhitebox.com may modify this Agreement by notifying Affiliate, and such notification may be completed electronically. IF ANY MODIFICATION IS UNACCEPTABLE TO AFFILIATE, AFFILIATE'S SOLE RECOURSE IS TO TERMINATE THIS AGREEMENT. AFFILIATE'S CONTINUED PARTICIPATION AS AN AFFILIATE FOLLOWING THE MODIFICATION OF THIS AGREEMENT SHALL CONSTITUTE ACCEPTANCE OF SUCH MODIFICATION BY AFFILIATE.
17. LIMITATION OF DAMAGES. shinywhitebox.com WILL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE OR PROFITS ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF shinywhitebox.com WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, shinywhitebox.com'S AGGREGATE LIABILITY ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE AFFILIATE PROGRAM WILL IN NO EVENT EXCEED THE TOTAL REVENUE SHARE PAID OR PAYABLE BY shinywhitebox.com TO AFFILIATE UNDER THE AFFILIATE PROGRAM DURING THE IMMEDIATELY PRECEDING 12 MONTH PERIOD PRIOR TO THE DATE SUCH LIABILITY AROSE.
18. WARRANTY DISCLAIMER. shinywhitebox.com MAKES NO WARRANTIES, REPRESENTATIONS, GUARANTEES, OR CONDITIONS RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. IN PARTICULAR, shinywhitebox.com MAKES NO REPRESENTATION THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERUPTED OR ERROR-FREE.
19. Independent Contractors. shinywhitebox.com and Affiliate are independent contractors and nothing in this Agreement or the Affiliate Program is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative, or employment relationship.
20. Governing Law. This Agreement is governed by and in accordance with the laws of New Zealand.
21. Headings. The titles and headings of the various sections and paragraphs in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever, or to explain, modify, or place any construction upon or on any of the provisions of this Agreement.
22. Assignment. The Affiliate may not assign any of its rights or delegate any of its obligations under this Agreement, by operation of law or otherwise, without shinywhitebox.com's prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.
23. Waiver. shinywhitebox.com's failure to enforce strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.
24. Entire Agreement. This Agreement and the agreement that the Affiliate has entered into represents the complete agreement and understanding between the parties, and supersedes any other oral or written communications or understandings between the parties regarding the subject matter hereof. No amendment or modification to this Agreement will be binding upon shinywhitebox.com unless agreed to by an authorized representative of shinywhitebox.com.
To be an authorized affiliate of shinywhitebox ltd, you agree to abide by the terms and conditions contained in this agreement.
This Affiliate Terms and Conditions Agreement (the "Agreement") is a legally binding agreement between you ("Affiliate" or "You") and shinywhitebox.com, Inc. ("shinywhitebox.com" or "We") and is effective on the date You accept the terms and conditions of this Agreement as set forth herein. (the "Effective Date"). BY CLICKING ON THE "ACCEPT" BUTTON AND/OR PARTICIPATING IN THE shinywhitebox.com AFFILIATE PROGRAM (THE "AFFILIATE PROGRAM"), YOU ACKNOWLEDGE THAT YOU HAVE READ THE TERMS OF THIS AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS SET FORTH HEREIN, DO NOT CLICK THE "ACCEPT" BUTTON OR PARTICIPATE IN THE AFFILIATE PROGRAM.
1. Eligibility. To be eligible to be a shinywhitebox.com Affiliate, You must operate a website that has been approved by shinywhitebox.com, and Your website must not and, during the term of this Agreement, shall not, as determined by shinywhitebox.com in its sole discretion: (a) infringe on shinywhitebox.com’s or any other third party's intellectual property, publicity, or privacy rights; (b) violate any law or regulation; (c) contain any false or misleading information; (d) operate or utilize a website or e-mail link to websites that contain or promote, any of these types of content: libelous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, illegal, cracking, hacking or warez, or the offer of any illegal good or service, or link to a website(s) that do so; (e) promote discrimination based upon race, sex, religion, nationality, disability, sexual orientation or age; (f) engage in spamming, indiscriminate advertising or unsolicited commercial e-mail and/or (g) engage in any illegal activity of any type, including but not limited to displaying illegal content on Your website or offering any illegal good or service through Your website. You remain solely responsible for all content on Your website.
2. True and Complete Information. Affiliate represents and warrants that all information that it provided in connection with becoming an Affiliate of shinywhitebox.com is true and complete. If shinywhitebox.com determines or has reason to believe, that any information provided by Affiliate is not true and/or complete, Affiliate shall indemnify shinywhitebox.com in accordance with Section 13 below and shinywhitebox.com may immediately terminate Affiliate's participation with respect to the shinywhitebox.com website if such breach also constitutes a breach of Section 1 above.
3. Content Usage Restrictions. Affiliate represents and warrants that it shall not, except as specifically provided for pursuant to the Affiliate Program: (i) copy or display any shinywhitebox.com Content (as hereinafter defined); (ii) modify, adapt, translate or create derivative works based on the shinywhitebox.com Content; (iii) remove, erase, or tamper with any copyright or other proprietary notices in any copy of any of the shinywhitebox.com Content; (iv) sell, market, license, sublicense, distribute, disclose or otherwise grant to any person any right or interest in the shinywhitebox.com Content; (v) buy or bid on any of the shinywhitebox trademarks, or variations of the trademarks, on any search engine or site; or (vi) take any action which may cause deception, confusion or otherwise blurs, tarnishes or dilutes the quality of the shinywhitebox.com Content or the shinywhitebox trademarks or other intellectual property or the goodwill associated therewith, all as shall be determined by shinywhitebox.com. Affiliate agrees to use the shinywhitebox.com Content exactly in the form provided to Affiliate pursuant to the Affiliate Program. Upon termination of this Agreement, for any reason, Affiliate shall immediately cease using, displaying or otherwise maintaining any interest in the shinywhitebox.com Content. For purposes of this Agreement "shinywhitebox.com Content" means any and all trademarks, service marks, logos and other content which shinywhitebox.com makes available to Affiliate in connection with the Affiliate Program, including, but not limited to, banners, buttons, or other display advertisements created and furnished by shinywhitebox.com. Such shinywhitebox.com Content may be owned by shinywhitebox.com or licensed to shinywhitebox.com by a third party.
4. Links to shinywhitebox.com Website. You must place Links to the shinywhitebox.com website or website content such that it is unlikely that the Links will mislead the visitor, and such that it is reasonably likely that the Links will deliver bona fide transactions by the visitor to shinywhitebox.com from the Link. You shall not cause any transactions to be made that are not in good faith, including, but not limited to, using any device, program, robot, Iframes, hidden frames, JavaScript popup windows, redirects or clicking on Links that You place to shinywhitebox.com.
5. Property Ownership Rights. Affiliate agrees and acknowledges that shinywhitebox.com retains all rights, title and interest in and to all property rights embodied in or associated with the shinywhitebox.com Content. Affiliate represents and warrants that it will not take any action or assist any third party to take action challenging, contesting or otherwise inconsistent with shinywhitebox.com's ownership of the shinywhitebox.com Content and any goodwill and benefits accruing from the use of such shinywhitebox.com Content will automatically vest in shinywhitebox.com.
6. Operation and Maintenance of the shinywhitebox.com Web Site. Affiliate acknowledges and agrees that shinywhitebox.com may accept or reject, in its sole and absolute discretion, all subscriptions from customers placed on or through the shinywhitebox.com website. Affiliate further acknowledges and agrees that (i) it does not have any authority to make or accept any offer or commitment on behalf of shinywhitebox.com, (ii) shinywhitebox.com cannot, and does not, guarantee the availability and accessibility of the shinywhitebox.com website, and (iii) shinywhitebox.com is solely responsible for all pricing, subscription processing, online fulfillment, cancellation, refunds and all other aspects of the shinywhitebox.com website and its products. All personal information obtained from customers on the website shall be the exclusive property of shinywhitebox.com.
7. Privacy Policy. You must maintain a privacy policy which shall clearly and accurately describe the information collection and use practices of Your website, including but not limited to, the type of information collected, how the information is collected and used, and with whom the information is shared. You will also describe any information that is collected on Your website by any third party. Your website must have a prominent link to Your privacy policy which You hereby represent is, and shall remain for the term of this Agreement, consistent with best practices in the industry.
8.  Public Announcement. You may not mention shinywhitebox.com in a press release or other public statement (other than the Advertisements) unless You have received prior written approval from shinywhitebox.com.
9. Representations and Warranties. You hereby represent and warrant to shinywhitebox.com that: (i) You have duly and validly executed this Agreement and it constitutes Your legal, valid, and binding obligation, enforceable against You in accordance with its terms; (ii) 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 (a) any provision of law, rule, or regulation to which You are subject, (b) any order, judgment, or decree applicable to You or binding upon Your assets or properties, (c) any provision of Your by-laws or certificate of incorporation if applicable, or (d) any agreement or other instrument applicable to You or binding upon Your assets or properties; (iii) no consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by You in connection with the execution, delivery, and performance of this Agreement or the taking by You of any other action contemplated hereby; and (v) there is no pending or material threatened claim, action, or proceeding against You, or any subsidiary or Affiliate of Yours, with respect to the execution, delivery or consummation of this Agreement, or with respect to Your trademarks, and there is no basis for any such claim, action, or proceeding.
10. Payments. shinywhitebox.com agrees to pay to Affiliate the fee as a result of sales, as recorded on the affiliate.shinywhitebox.com portal Home page. Fees are paid at the end of each month if the total approved sales exceeds the minimum payment amount (set in Payment method). Payments will be made by PayPal and cheque only.
11. Responsibility for Affiliate URLs. Affiliate will be solely responsible for the development, operation, and maintenance of all URLs that are linked to the shinywhitebox.com website and for all materials that appear on such URLs. The Affiliate acknowledges and agrees that it shall be responsible for complying with the terms hereof.
12. No Joint and Several Liability. Affiliate acknowledges and agrees that neither shinywhitebox.com, its subsidiaries, parents, other affiliates, directors, officers, employees, agents, successors or assigns (collectively, the "shinywhitebox.com Parties"), shall be liable to any party, including Affiliate, for any claim, liability, suit, action, judgment, loss, costs, expenses or other damages related to or in connection with the Affiliate website(s) and/or any content or other information displayed or contained thereon, including but not limited to, claims of infringement. Without limiting the generality of the proceeding sentence, Affiliate acknowledges and agrees that, including but not limited to any provision imposing joint and several liability on shinywhitebox.com, none of the shinywhitebox.com Parties shall be liable to Affiliate or any of its subsidiaries, parents, other affiliates, directors, officers, employees, agents, successors or assigns for any claims for indemnification, contribution or otherwise.
13. Affiliate Indemnification. Affiliate, at its own expense, shall indemnify, defend and hold harmless, shinywhitebox.com against any claim, suit, action, judgment, liability, loss, cost, expenses and other damages, including, without limitation, reasonable attorney's fees, based upon or in connection with (i) any breach or alleged breach of Affiliate's representations and warranties hereunder, (ii) the failure to comply with or perform any obligation or agreement of Affiliate hereunder, or (iii) the Affiliate's website(s) and/or any content or other materials displayed or contained thereon, including, but not limited to, claims of infringement.
14. Term of the Agreement. This Agreement shall begin on the Effective Date and shall terminate on the date Affiliate is no longer an Affiliate of shinywhitebox.com pursuant to the Affiliate Program.
15. Termination. shinywhitebox.com may terminate this Agreement at any time and for any reason upon seven (7) days written notice (e-mail or other electronic communication will suffice) to Affiliate with effect from the 8th day from such notice. shinywhitebox.com may terminate this Agreement immediately, without notice, if shinywhitebox.com determines, in its sole discretion, that Affiliate has breached Affiliate’s obligations pursuant to Section 1. In addition, shinywhitebox.com may terminate this Agreement, in its sole discretion, immediately upon written notice (e-mail or other electronic communication will suffice) if: (a) Affiliate has failed to comply with or has breached Section 3 or 4, ; (b) shinywhitebox.com believes in good faith that You are harming, blurring or tarnishing the shinywhitebox brand, any other trademark, service mark or trade name owned or licensed by shinywhitebox.com or shinywhitebox.com’s reputation; (c) shinywhitebox.com believes in good faith that Your actions or one or more of Your websites is causing or would cause shinywhitebox.com to be in breach of its contractual obligations with third parties.
16. Modification of Agreement. shinywhitebox.com reserves the right to modify this Agreement upon no less than seven (7) days notice to Affiliate. shinywhitebox.com may modify this Agreement by notifying Affiliate, and such notification may be completed electronically. IF ANY MODIFICATION IS UNACCEPTABLE TO AFFILIATE, AFFILIATE'S SOLE RECOURSE IS TO TERMINATE THIS AGREEMENT. AFFILIATE'S CONTINUED PARTICIPATION AS AN AFFILIATE FOLLOWING THE MODIFICATION OF THIS AGREEMENT SHALL CONSTITUTE ACCEPTANCE OF SUCH MODIFICATION BY AFFILIATE.
17. LIMITATION OF DAMAGES. shinywhitebox.com WILL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE OR PROFITS ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF shinywhitebox.com WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, shinywhitebox.com'S AGGREGATE LIABILITY ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE AFFILIATE PROGRAM WILL IN NO EVENT EXCEED THE TOTAL REVENUE SHARE PAID OR PAYABLE BY shinywhitebox.com TO AFFILIATE UNDER THE AFFILIATE PROGRAM DURING THE IMMEDIATELY PRECEDING 12 MONTH PERIOD PRIOR TO THE DATE SUCH LIABILITY AROSE.
18. WARRANTY DISCLAIMER. shinywhitebox.com MAKES NO WARRANTIES, REPRESENTATIONS, GUARANTEES, OR CONDITIONS RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. IN PARTICULAR, shinywhitebox.com MAKES NO REPRESENTATION THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERUPTED OR ERROR-FREE.
19. Independent Contractors. shinywhitebox.com and Affiliate are independent contractors and nothing in this Agreement or the Affiliate Program is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative, or employment relationship.
20. Governing Law. This Agreement is governed by and in accordance with the laws of New Zealand.
21. Headings. The titles and headings of the various sections and paragraphs in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever, or to explain, modify, or place any construction upon or on any of the provisions of this Agreement.
22. Assignment. The Affiliate may not assign any of its rights or delegate any of its obligations under this Agreement, by operation of law or otherwise, without shinywhitebox.com's prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.
23. Waiver. shinywhitebox.com's failure to enforce strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.
24. Entire Agreement. This Agreement and the agreement that the Affiliate has entered into represents the complete agreement and understanding between the parties, and supersedes any other oral or written communications or understandings between the parties regarding the subject matter hereof. No amendment or modification to this Agreement will be binding upon shinywhitebox.com unless agreed to by an authorized representative of shinywhitebox.com.