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The
ProfitAvenue.com Virtual Profits Affiliate System / Forster Technologies AFFILIATE AGREEMENT
This agreement describes the entire terms and conditions for participation
in this associate program. By joining our affiliate program, you agree to
these terms and conditions. If you cannot agree to these terms and
conditions, then do not join our affiliate program.
In this Affiliate Agreement ("Agreement"), the "Company" refers to Forster
Technologies and its offices within the State of Texas, U.S. of America.
The term "Affiliate" or "you" refers to you (the applicant), wishes to
participate in the Company's affiliate referral program ("Program").
NOW, THEREFORE, in consideration for the covenants and payments herein,
the parties agree as follows:
1. Site Maintenance.
Each party shall be responsible for the development, operation, and
maintenance of its own web site and for all materials that appear on its
site, including but not limited to:
a. the technical operation of its site and all related equipment
b. creating and posting descriptions on its site and linking those
descriptions
c. the accuracy and appropriateness of materials posted on its site
(including, among other things, all service and product-related materials)
d. ensuring that materials posted on its site do not violate or infringe
upon the rights of any third party (including, for example, copyrights,
trademarks, privacy, or other personal or proprietary rights)
e. ensuring that materials posted on its site are not libelous, obscene,
fraudulent or otherwise illegal
f. ensuring that its site accurately and adequately discloses, either
through a privacy policy or otherwise, how it collects, uses, stores, and
discloses data collected from visitors, including, where applicable, that
third parties (including advertisers) may serve content and/or
advertisements and collect information directly from visitors and may
place or recognize cookies on visitors' browsers.
2. Linking License.
a. Affiliate Linking. Company hereby grants a non-exclusive,
non-transferable license to Affiliate to use the code and/or logo and
graphic provided as part of this Program for linking to the Company Site
("Company Site") as approved through this Program.
b. Linking. Company and Affiliate hereby grant to each other a
non-exclusive, non-transferable trademark license to place the other's
link, in text or graphic form as provided, on each other's website page
for the purpose of this Agreement. All use of a party's trademarks as
permitted in this Agreement shall accrue to the benefit of the owner of
such trademarks, and the other party shall acquire no right, title or
interest in such trademarks other than the license granted herein. Each
trademark owner shall retain sole exclusive rights and control over its
trade marks, service marks and trade names.
c. Purchase Tracking. Company shall track Affiliate users who access the
Company Site via the code or link on Affiliate's site and make a purchase
which earns Fees as set forth in Section 4. Failure by Affiliate to
correctly use code or links which track sales from it's users may result
in problems with accurate payments hereunder. Please notify Company
immediately if you believe that you have had a problem in this regard.
3. Program Participation.
As part of being granted participation in this Program, you agree that you
will not:
a. directly or indirectly offer any person or entity any consideration or
incentive (including, without limitation, payment of money (including any
rebate), or granting of any discount or other benefit) for using links or
branding on your site to access the Company Site (e.g., by implementing
any "rewards" program for persons or entities who use your site to access
the Company Site, etc.);
b. post any links or branding on any web site or other platform that is
accessible through any device (an "Internet Access Device") that provides
Internet access but does not present the Company Site, or permit users to
access and interact with the Company Site, in the same manner as a desktop
computer (e.g., mobile devices such as cellular telephones or PDAs that
may access only limited or modified versions of the site);
c. read, intercept, record, redirect, interpret, or fill in the contents
of any electronic form or other materials submitted to Company by any
person or entity;
d. in any way modify, redirect, suppress, or substitute the operation of
any button, link, or other interactive feature of the Company Site;
e. make any orders requests, or engage in other transactions of any kind
on the Company Site on behalf of any third party, or authorize, assist, or
encourage any other person or entity to do so;
f. take any action that could reasonably cause any confusion to the user
as to which website transactions or actions are occurring; or
g. except for linking in section 2.a. above, post or serve any
advertisements or promotional content around or in conjunction with the
display of the Company Site (e.g., through any "framing" technique or
technology or pop-up windows), or assist, authorize, or encourage any
third party to take any such action. If we determine, in Company's sole
discretion, that you have engaged in any of the foregoing activities, we
may (without limiting any other rights or remedies available to us)
withhold any referral fees otherwise payable to you under this Agreement
and/or terminate this Agreement.
4. Fee Payments.
Company shall pay Affiliate a percentage of Net Revenue ("Fee"). For the
purpose of this section, "Net Revenue" is defined as gross revenue
received by Company via the Affiliate's link to the Company Site minus (i)
sales tax; (ii) credit card processing fees; and (iii) shipping fees.
Company will pay you a Fee for an eligible form sale. For the purpose of
this section, "eligible" is defined as when the user clicks-through the
code or link supplied through this Program from your site to the Company
Site, and adds a Company product to his or her shopping cart during a
session. No Fee will be paid if the session ends which is upon any of the
following events: (a) 365 days elapse from the user's initial
click-through, (b) the user follows another parties' link or code to the
Company Site; (c) the user leaves the site and reenters again other than
through your site; or (d) purchases made through an Internet Access
Device. Fees will not be paid on disputed credit card charges or on
purchases of other parties' items purchased through the Company Site by
users from your site.
5. Payment Procedures.
Company shall pay Fees monthly for amounts that exceed $10. If in any
month the Fee does not exceed $10, such amount shall be recorded and held
and then paid at the conclusion of the month in which payment does exceed
$10. Payments shall be made via PayPal to the party and address as
indicated on the contact information provided on signup by Affiliate.
Affiliate is responsible for updating such information in a timely
fashion.
6. Warranties.
a. Affiliate Warranties. Affiliate represents and warrants to the Company
that (i) it has the requisite corporate authority to enter into and
perform this Agreement, (ii) this Agreement constitutes a legally binding
obligation, enforceable in accordance with its terms, (iii) its execution
and performance under this Agreement shall not breach any agreements or
violate any third party's rights and shall not violate any judgment, writ,
injunction, or order of any court, arbitrator or governmental agency; and
(iv) no content on its website, nor any element thereof, shall infringe
the copyright, trademark, patent or trade secret rights of any third party
or be subject to any restrictions or to any mortgages, liens, pledges,
security interests, encumbrances or encroachments.
b. Company Warranties. Company represents and warrants to the Affiliate
that (i) it has the requisite corporate authority to enter into and
perform this Agreement, (ii) this Agreement constitutes a legally binding
obligation, enforceable in accordance with its terms, and (iii) its
execution and performance under this Agreement shall not breach any
agreements or violate any judgment, writ, injunction, or order of any
court, arbitrator or governmental agency.
c. No Other Warranties. Except as stated in the above Sections 6. a and b
respectively, NEITHER PARTY MAKES ANY OTHER WARRANTIES, INCLUDING
MERCHANTABILITY, FITNESS FOR PURPOSE, NON-INFRINGEMENT, OR ANY OTHER
IMPLIED OR EXPRESS WARRANTIES. NEITHER PARTY IS RELYING ON ANY STATEMENT,
PROMISE, REPRESENTATION OR GUARANTEE, EXCEPT AS SET FORTH IN THIS
AGREEMENT.
7. Indemnification.
Affiliate shall indemnify and hold harmless Company, its officers,
directors, employees, sub licensees, contractors and agents from any and
all claims, losses, liabilities, damages, expenses and costs (including
attorneys' fees and court costs) which result from a breach or alleged
breach of any statement (a "Claim") set forth in this Agreement, provided
that Company gives the Affiliate written notice of any such Claim and the
indemnified party has the right to participate in the defense of any such
Claim at its expense. From the date of written notice of any such Claim,
Company shall have the right to withhold from any payments due under this
Agreement the amount of any defense costs, plus additional reasonable
amounts as security for obligations under this Section.
8. Termination and Term.
Either party may terminate this Agreement upon thirty (30) days written
notice to the other. Upon termination for material breach, Company may
withhold Fees due to off-set any Affiliate breach. Upon termination for
other than material breach, Company shall issue payment within thirty days
of conclusion of the quarter in which such termination occurs. Upon
termination for any reason, all licenses granted herein shall immediately
cease and Affiliate shall immediately remove all code and links,
references and trademarks on its site regarding Company.
9. Relationship.
The parties' relationship does not create a partnership, joint venture,
agency or employer-employee relationship. The Affiliate is not the agent
of Company and is not authorized to make any representation, contract, or
commitment on behalf of Company. Contractor shall be solely responsible
for all tax returns and payments required to be filed with or made to any
federal, state or local tax authority with respect to its receipt of fees
under this Agreement.
10. Press Release.
Affiliate shall not issue a press release regarding its participation in
this Program without the written permission of Company.
11. Miscellaneous.
Either party may assign this Agreement to any successor in interest who
purchases or through change in control owns greater than fifty percent of
the assets or equity of such entity and agrees in writing to be bound by
the terms and conditions herein; any other assignment shall be void. This
Agreement shall be governed by, enforced under, and construed and
interpreted in accordance with, the laws of Texas without reference to
conflict of laws principles. Each party agrees consents to venue and
personal jurisdiction in Texas. If any provision of this Agreement is
found by a proper authority to be unenforceable or invalid such
unenforceability or invalidity shall not render this Agreement
unenforceable or invalid as a whole and in such event, such provision
shall be changed and interpreted so as to best accomplish the objectives
of such unenforceable or invalid provision within the limits of applicable
law. This Agreement constitutes the entire agreement between the parties
related to the subject matter thereof, supersedes any prior or
contemporaneous (oral, written or electronic) agreement between the
parties and shall not be changed except by written agreement signed by an
authorized representative of each party.
12. Spamming
will not be tolerated! |
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