Become a Certified.ph Affiliate

We welcome all applications from people wishing to become an affiliate of certified.ph. However, not all applications will be successful as we reserve the right to select those which we think have the best chance of being successful. If you'd like to be considered as an affiliate, please complete this form. We will contact you once we have processed your application.

Referral Partner Agreement

I have read and agree to the Referral Partner Agreement

You may use my data for marketing

Please check this box to allow us to use your data for email marketing

* Your Website URL

The Primary website where you will host the links

Personal Details

* First & Last Name

* Your E-Mail Address

a confirmation email will be sent to you at this address

* Choose a Password

must be 6 or more characters

* Confirm Your Password

Address Information

* Address line 1

* Address Line 2

* Address Line 3

* Region

* ZIP Code

* Country

Referral Partner Payout Type

Referral Partner Check - Payable To

Referral Partner Check - Street Address

Referral Partner Check - City

Referral Partner Check - Country

Referral Partner Check - State

Referral Partner Check - ZIP Code

Referral Partner Payout - Paypal E-Mail address

for affiliate commission payouts

Referral Partner Direct Deposit - Account Type

Referral Partner Direct Deposit - Routing Number

Referral Partner Direct Deposit - Account Number

This Referral Partner Agreement ("Agreement") contains the complete terms and conditions between us, Framedia ("Framedia") and you, regarding your application to and participation in, the certified.ph Referral Partner Program (the “Referral Partner Program”) as a Referral Partner of Framedia (an “Referral Partner”), and the establishment of links from your website to our website, https://aml.certified.ph

BY SUBMITTING AN APPLICATION TO JOIN OR BY PARTICIPATING IN THE Referral Partner PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ THIS AGREEMENT AND THE TERMS AND CONDITIONS AND THAT YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

Definitions
1. "Referral Partner" - The business, individual, or entity applying to or participating in the Referral Partner Program, or that displays Framedia’s products and Services and/or promotions on its website, or other means, using a Referral Partner tracking code in exchange for receiving a commission from Framedia for sales directly resulting from such display.
2. "Referral Partner Site" - The Referral Partner's website which displays Framedia’s Products and Services and/or promotions.
3. "Framedia’s Products and Services" - Web hosting and related products and services that are available for purchase from Framedia.
4. "Commission Fees" - The amount you will be paid for each Qualified Purchase by a Referred Customer that you refer to Framedia subject to the Commission Threshold and pursuant to the terms of this Agreement.
5. “Commission Threshold” - The amount of Commission Fees a Referral Partner must accrue prior to receiving a payment from Framedia.
6. "Qualified Purchase" - A sale of Framedia Products and Services by Framedia, with a term of twelve (12) months or longer, to a Referred Customer that is not excluded under Section 7.
7. "Referred Customer" - Each new and unique customer referred from Referral Partner through a Link (as defined in Section 3) that provides valid account and billing information.
8. "Registration Form" - Any and all order forms or other signup or acceptance form submitted by a customer to purchase Framedia’s Products and Services.
Enrolment in the Referral Partner Program
1. To begin the enrolment process, you must submit a completed Referral Partner Program Signup Form. The Signup Form can be found at https://aml.certified.ph/dashboard/aff/signup
2. We will evaluate your application in good faith 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 is not suitable for the Referral Partner Program for any reason, including, but not limited to, its inclusion of content that is, in our opinion, unlawful or otherwise violates our Acceptable Use Policy.
3. If we reject your application, for any reason, you may not re-apply to the Referral Partner Program utilising the same domain name/URL or reapply using a different domain/URL name and then add the previously rejected domain name/URL to your Referral Partner account. Framedia, in its sole discretion, reserves the right to notify or to not notify any prospective Referral Partner of their rejection or removal from the Referral Partner Program at any time.
Promotion of Our Referral Partner Relationship
1. Use of Links.
  If you qualify and agree to participate as a Referral Partner, 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 Referral Partner Program and will establish a link from your website or e-mail to the Certified.ph website. You agree to cooperate fully with us in order to establish and maintain such Links. You further agree that your use of the Links must be in compliance with this Agreement at all times. Framedia 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 Framedia that are not approved in advance by Framedia. All Referral Partner Sites shall display the Links prominently in relevant sections of their website. Furthermore, you agree not to use cookie stuffing techniques that set the Referral Partner tracking cookie without the Referred Customer's knowledge (e.g. iframe). Any information with respect to Framedia that is going to be displayed on the Referral Partner Site must be pre-approved by Framedia in writing.
2. Disclaimer.
  EXCEPT AS PERMITTED HEREIN, YOU SHALL NOT AND ARE NOT AUTHORISED TO (i) USE THE FRAMEDIA TRADEMARK, NAME OR ANY OF OUR OTHER INTELLECTUAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE LINKS, AND THE LICENSED MATERIALS (COLLECTIVELY, THE “FRAMEDIA IP”) (OR ANY VARIATIONS OR MISSPELLINGS THEREOF OR OTHER TERM OR TERMS CONFUSINGLY SIMILAR TO ANY OF THE FOREGOING) WITHOUT FRAMEDIA’S EXPRESS PRIOR WRITTEN PERMISSION; (ii) USE FRAMEDIA 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 META TAGS, GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), KEY WORDS, ADVERTISING, SEARCH TERMS, CODE, OR OTHERWISE; (iii) ACT IN ANY WAY THAT CAUSES OR CREATES OR COULD CAUSE OR CREATE ANY "INITIAL INTEREST CONFUSION" OVER THE USE OF FRAMEDIA IP ON THE INTERNET OR IN ANY SEARCH ENGINE ADVERTISING. YOUR USE OF FRAMEDIA IP IN ANY MANNER, OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER SHALL CONSTITUTE UNLAWFUL INFRINGEMENT OF FRAMEDIA’S INTELLECTUAL PROPERTY RIGHTS, AND MAY SUBJECT YOU TO CLAIMS FOR DAMAGES (INCLUDING POTENTIAL TREBLE DAMAGES FOR KNOWING OR WILFUL INFRINGEMENT), AND THE OBLIGATION TO PAY FRAMEDIA’S LEGAL FEES AND COSTS IN CONNECTION WITH ANY ACTION OR PROCEEDING IN WHICH FRAMEDIA SEEKS TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT OR WITH REGARD TO ANY OF FRAMEDIA’S INTELLECTUAL PROPERTY RIGHTS.
3. Discounts and Coupons.
  You are not allowed to post any refunds, credits or discounts on the AML Products and Services, or other content concerning Framedia without Framedia’s prior written consent in each instance. Referral Partners may only use coupons and discounts that are provided exclusively through the Referral Partner Program using banners and links. Each Link connecting users of the Referral Partner Site to the pertinent area of the aml.certified.ph website will in no way alter the look, feel, or functionality of the 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 Referral Partner Program or the withholding of Commission Fees
Data Security
1. Referral Partner shall comply with all applicable data protection laws regarding the transmission of data, including without limitation, the Republic Act 10173 – Data Privacy Act of 2012. Referral Partner shall also implement appropriate technical measures to ensure a level of security appropriate to the risk, taking into account the nature, scope, context, and purpose of processing any personal data. Referral Partner agrees to promptly assist Framedia in complying with any data subject rights request under the specified Data Privacy Act that Framedia may receive from any individuals referred to Framedia by Referral Partner. Referral Partner further agrees to promptly assist Framedia in complying with any duties to cooperate with supervisory authorities under the Data Privacy Act of 2012.
Order Processing
1. Framedia will process orders placed by Referred Customers who follow the Links from a Referral Partner Site to aml.certified.ph. 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 Framedia’s services, cancellation, processing, refunds and payment processing will be our responsibility. We will track the Qualified Purchases generated by your Referral Partner Site and will make this information available to you through our website. To permit accurate tracking, reporting, and commission accrual, you must ensure that the Links between your website and our website are properly formatted.
Commission Determination; Qualified Purchases
1. Commissions will be calculated based on the commission rates stated on the Framedia website for each Qualified Purchase (as defined herein) subject to commission accruing pursuant to Section 8 below. A “Qualified Purchase” does NOT include the following:
  1. A purchase by a Referred Customer that has transferred from any Framedia partners or subsidiaries or other Referral Partners.
  2. A purchase by a Referred Customer who is also associated with any Framedia reseller, referral, or other program.
  3. 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.
  4. A purchase that was completed prior to the Referral Partner joining the Referral Partner Program or was not tracked properly through a Referral Partner Link.
  5. A purchase by a Referred Customer that has not been in good standing for a period of at least thirty (30) days or is in violation of Framedia’s Terms of Service, Acceptable Use Policy, or other applicable policies at the time the Commission Fees accrue.
  6. A purchase that Framedia 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.
  7. A purchase referred by a Referral Partner that has an excessive cancellation rate as determined in Framedia’s sole discretion.
  8. A purchase by a Referred Customer if the Referred Customer was offered or received coupons, refunds, credits or discounts from the Referral Partner.
  9. A purchase by a Referred Customer if the Referral Partner or Referred Customer is in or is promoting a business-opportunity program, as determined by us in our sole discretion.
  10. A purchase by a Referred Customer who received a popup with a discounted offer, while leaving Framedia’s website during their purchase.
  11. 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 Framedia 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 by Framedia, in our sole discretion.
2. Framedia reserves the right to withhold payment of initial Commissions Fees to Referral Partners who are new to the Referral Partner Program, or who have commissions that are potentially fraudulent as determined by Framedia in its sole discretion, to determine the legitimacy and cancellation rates of Referred Customers.
3. Framedia 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 Referral Partner or a Referred Customer. Framedia reserves the right to deduct from Referral Partner's current and future Commission Fees any and all Commission Fees corresponding to any fraudulent, questionable, and cancelled purchases.
4. Framedia reserves the right to immediately cancel or withhold for later review any Commission Fee that fails to meet the criteria of a “Qualified Purchase.” Referral Partner is responsible for monitoring the payment, denial, and withholding of Commission Fees; Framedia is not obligated to actively notify Referral Partners of the status of Commission Fees. If Referral Partner has a question about a Commission Fee that has been cancelled or withheld, Referral Partner has thirty (30) days from the day the payment would have been due to contact Framedia to request that the Commission Fee be paid. Any changes to decisions about cancelled or withheld Commission Fees are strictly made in Framedia’s sole discretion.
5. Commissions for any Referred Customer who is associated with any Framedia reseller, referral or other program may not be considered a Qualified Purchase. In other words, you may not receive double commissions or compensation.
6. In the event that the Referred Customers that are referred to Framedia by a Referral Partner are determined to have an excessive cancellation rate, as determined by Framedia in its sole discretion, Framedia reserves the right to withhold or decline pending and future Commission Fees to such Referral Partner.
7. Any attempt by a Referral Partner to manipulate, falsify or inflate Referred Customers, Qualified Purchases, or Commission Fees to intentionally defraud Framedia or any violation of the terms of this Agreement constitutes immediate grounds for Framedia to terminate the Referral Partners participation in the Referral Partner Program and will result in the forfeiture of any Commission Fees due to the Referral Partner.
Accrual of Commissions
1. Commissions will accrue and only become payable once you
  1. 1. provide all relevant tax and address documentation pursuant to Section 9 below; and
    2. reach the Commission Threshold, based on the commission rates stated on the Framedia website, solely as applied to Qualified Purchases which occurred within ninety (90) days of the end of the calendar month in which the first of such Qualified Purchases occurred.
2. For example, if you provide sign-ups which result in one Qualified Purchase on January 1st and a second sign-up which leads to a Qualified Purchase on August 10th, and you provide all necessary tax documentation on August 10th, no commission would accrue because the second Qualified Purchase occurred more than one hundred and eighty (180) days after the end of January when the first Qualified Purchase occurred. However, if you subsequently provide a sign up which leads to another Qualified Purchase on September 5th of the same year, then commissions would accrue on the latter two Qualified Purchases (i.e., the Qualified Purchases from August and September of the same year). All Qualified Purchases still eligible to result in commissions under this Section 8 must remain active and in good standing pursuant to the terms of this Agreement in order to remain eligible for accrual of a commission. Once a commission has accrued under this Section 7, the amount of such commission (the “Commission Fee”) shall be due and payable to you under the terms of Section 8. Framedia reserves the right to change the Commission Threshold by amending this Agreement and will notify you for any such amendment pursuant to the terms of this Agreement.
Commission Payments
1. Subject to the terms of this Agreement and the accrual of commissions as set forth in Section 7 above, commissions will be calculated according to the specified percentage or Philippine Peso amount set forth in the commission report in your Referral Partner Console for each Qualified Purchase that accrues during the period for which such commission fee is being calculated.
2. Commission Fees will be processed approximately forty-five (45) to sixty (60) days after the end of the month or other period in which they accrue. Framedia will only compensate you for Qualified Purchases made in accordance with this Agreement.
3. Commission Fees shall be paid based on the current information in your Referral Partner profile. You are required to notify us promptly of any change in your address by updating your profile information in the Referral Partner console. You are responsible for informing Framedia of your desired payment form/type. You can update or change your desired payment method at any time by updating your Referral Partner profile located in the Referral Partner console. Any changes to your desired payment method may take up to two payout cycles to take effect.
4. You may choose to receive Commission Fees through PayPal, Direct bank payment, or check, subject to the following conditions:
  1. 1. 1. PayPal Payments: Please refer to PayPal's policy to ensure you are eligible to receive payment if you reside outside of the United States https://www.paypal.com/cgi-bin/webscr?cmd=_display-approved-signup-countries-outside. (PayPal payments will only be reissued within one hundred and twenty (120) days of the original issue date in the case of an incorrect PayPal address or refusal from PayPal to accept a payment.)
      2. Direct Bank Payment: you supply the details of the bank you want payment made into, and that it is a valid bank account
      3. Framedia is not responsible for paying any third-party fees charged by PayPal or bank transfers in order for you to receive Referral Partner Commission Fees.
5. Framedia, in its sole discretion, reserves the right to modify the available commission payment methods or payment schedule at any time. Such changes shall take effect when posted.
6. Disputes: Referral Partner has access to Framedia's real-time Referral Partner 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 Framedia and Referral Partner forfeits forever any rights to a potential claim.
7. It is solely your responsibility to provide Framedia with accurate tax and payment information that is necessary to issue a Commission Fee to you. If Framedia 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.
8. Any address change must be made in the Referral Partner profile in the Referral Partner console at least fifteen (15) business days prior to the end of the calendar month in order for Commission Fees for that month to be processed.
Reports of Qualified Purchases
1. You may log into your Referral Partner 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 Referral Partner console.
Obligations Regarding Your Referral Partner Site
1. You are solely responsible for the development, operation, and maintenance of your Referral Partner Site and for all materials that appear on your Referral Partner Site. Such responsibilities include, but are not limited to:
  1. 1. the technical operation of your Referral Partner Site and all related equipment;
    2. creating and posting product reviews, descriptions, and references on your Referral Partner Site and linking those descriptions to our website;
    3. the accuracy of materials posted on your Referral Partner Site (including, but not limited to, all materials related to Framedia Products and Services);
    4. ensuring that materials posted on your Referral Partner Site do not violate or infringe upon the rights of any third party and are not libellous or otherwise illegal.
2. We disclaim all liability and responsibility for such matters
3. We have the right in our sole discretion to monitor signups through your Referral Partner 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 Referral Partner Program effective immediately.
Framedia Responsibilities
1. We will provide all of the information necessary for you to make Links from your Referral Partner Site to our site. Framedia will be solely responsible for order processing (including payment processing, cancellations, and refunds) for orders for Framedia Products and Services placed by a Referred Customer following a Link from your Referral Partner Site, for tracking the volume and amount of Qualified Purchases generated by your Referral Partner Site, and for providing information to Referral Partners regarding Qualified Purchase statistics. Framedia will be solely responsible for all order processing, including but not limited to payment processing, cancellations, refunds and related Framedia service.
2. Policies and Pricing
  Referred Customers who buy Framedia Products and Services through our Referral Partner network are deemed to be Framedia Customers. Framedia’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, Framedia determines the prices to be charged for Framedia Products and Services sold through the Referral Partner network in accordance with our own pricing policies. Prices and availability of Framedia Products and Services may vary from time to time, from Referral Partner to Referral Partner, and from region to region. Because price changes may affect products that you have listed on your Referral Partner 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 Framedia Product or Service.

12. E-mails and Publicity

You shall not create, publish, transmit or distribute, under any circumstances, any bulk email messages (also known as "SPAM") without prior written consent from Framedia, to be granted or denied in Framedia’s sole discretion, in each instance. Additionally, you may only send emails containing a Framedia Referral Partner link and or a message regarding Framedia or Framedia's Referral Partner Program to people who have previously consented to receiving such communications from you. Your failure to abide by this Section 14, the CAN-SPAM Act of 2003, our Anti-Spam 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 commissions and the termination of your participation in the Referral Partner Program.

13 Licenses and Use of Framedia Logos and Trademarks.

Subject to the limitations set forth in Section 3 above and otherwise in this Agreement, we grant you a non-exclusive, non-transferable, revocable license to:
1. 1. access our website through the Links solely in accordance with the terms of this Agreement; and
  2. solely in connection with such Links, to use the Framedia banners and links and similar material provided by us (collectively, the "Licensed Materials"), for the sole purpose of selling Framedia Products and Services on your Referral Partner Site and as approved in advance by us. You may not alter, modify, or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials while you are a Referral Partner in good standing and in compliance with all of the terms of this Agreement.
You shall not use the Licensed Materials for any purposes other than selling Framedia Products and Services, without first submitting a sample to us and obtaining the express prior written consent of Framedia in each instance. You shall not use the Licensed Materials in any manner that is disparaging or that otherwise portrays Framedia, any hosted member of Framedia or any Framedia employee or representative in a negative light. We reserve all of our rights in the Licensed Materials and your license to use such material is limited to the manner described herein. We may revoke your license at any time, by giving you written notice. If not previously revoked, this license shall immediately terminate upon the termination of your participation in the Referral Partner Program.
You grant to us a non-exclusive license to utilise your name, title, trademarks, and logos (the "Referral Partner Trademarks") in any advertisement or other materials used to promote Framedia and the Referral Partner Program, provided that Framedia’s use of the Referral Partner Trademarks is not required and is at its sole discretion. This license shall terminate upon the termination of your participation in the Referral Partner Program.

14 Term and Termination

The term of this Agreement will begin upon our acceptance of your Referral Partner Program application and will end when terminated by either party (the “Term”). Either party may terminate this Agreement at any time, with or without cause.
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 commissions only if the orders for the related Framedia 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 Framedia in its sole discretion.
Any Referral Partner who violates this Agreement, Framedia's Terms and Conditions, or any applicable law will immediately forfeit any right to any and all accrued, but not yet received, Commission Fees and will be immediately removed from the Referral Partner Program.
Framedia reserves the right to remove a Referral Partner from the Referral Partner Program, and to terminate or suspend this Agreement, at any time for any reason, in Framedia's sole discretion.

15 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 or as part of the application form. 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 Referral Partner 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 Referral Partner Program following our posting of any modification on our website will constitute binding acceptance of the change.

16 Disclaimers

We make no express or implied warranties or representations with respect to the Referral Partner Program or any Framedia Products and Services sold through the Referral Partner 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.

17 Relationship of Parties

You and Framedia 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 Referral Partner Site or otherwise, that contradicts anything in this section.

18 Representations 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.
2. Your acceptance of this Agreement and participation in the Referral Partner Program will not violate
  1. any provision of law, rule, or regulation to which you are subject;
  2. any order, judgment, or decree applicable to you or binding upon your assets or properties;
  3. any provision of your by-laws or certificate of incorporation; or
  4. any agreement or other instrument applicable to you or binding upon your assets or properties.
You are the sole and exclusive owner of the Referral Partner Trademarks and have the power to grant to Framedia the license to use such marks in the manner contemplated herein, and such grant will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any third person or entity.
You are not required to obtain consent, approval, or authorisation of, or exemption by, or filing with, any governmental authority or any third party in connection with your entrance into this Agreement
There is no pending or threatened claim, action, or proceeding against you, or any Referral Partner of yours with respect to the Referral Partner Trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.
During the Term, you will not include in your Referral Partner 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.
You are at least eighteen (18) years of age.
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.

19 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 Referral Partner 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 Referral Partner PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

Indemnification

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

20 Confidentiality

Each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, Framedia and vendor lists, and pricing and sales information, shall remain strictly confidential and shall not be utilised for any purpose outside the terms of this Agreement except and solely to the extent that any such information is:
1. already lawfully known to or independently developed by the receiving party;
2. disclosed in published materials;
3. generally known to the public; or
4. lawfully obtained from any third party any obligation of confidentiality to the discloser hereunder.
Notwithstanding the foregoing, each party is hereby authorised to deliver a copy of any such information:
1. to any person pursuant to a valid subpoena or order issued by any court or administrative agency of competent jurisdiction;
2. to its accountants, attorneys, or other agents on a confidential basis; and
3. otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Exchange Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

21 Independent Investigation

You understand that we may at any time (directly or indirectly) solicit Framedia 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 Referral Partner Site. You have independently evaluated the desirability of participating in the Framedia Referral Partner Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement

22 Miscellaneous

Governing Law. The laws of the Philippines will govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in a court the Philippines and you irrevocably consent to the jurisdiction of such courts.
Assignment. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns
Waiver. 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.