Affiliate Agreement

Each participant in the affiliate program offered by sinis inc. (the “Program Operator”) at http://www.leapaffiliates.com/ (the “websites”) expressly agrees to this affiliate agreement.

NOTICE: Please read this agreement carefully. Unless you expressly agree and consent to this agreement, you may NOT participate in the affiliate program. By participating in the affiliate program, you are agreeing to comply with and be legally bound by the terms and conditions of this contract. If you do not agree to all of the terms of this agreement, please do not register for the affiliate program or promote our products.

This agreement incorporates the Program Operator’s Terms and Conditions of Use (located on this website) herein as if it were set forth in full.

Throughout this agreement, “affiliate program” refers to the affiliate program operated by the Program Operator in part for the website.

AFFILIATES

Each affiliate is an independent contractor of the Program Operator and not an employee. Nothing herein is intended to create an employer/employee relationship.

COMMISSIONS & REFERRAL FEES

Whenever someone orders through your affiliate link, your affiliate ID is credited with a referral fee. When another affiliate registers as an affiliate using your affiliate link, your account is credited as the sponsoring affiliate. You do not earn a referral fee for any other affiliate’s registration. The commission/referral fee amount varies from product, service or opportunity. The rate at which your referral fee is generated can be found on the website and is subject to change at any time.

Before any affiliate may be a sent a commission check, the affiliate must submit to the Program Operator identification information. Such identification information may include, a copy of a government issued, picture, identification card (for example, a driver’s license) and applicable federal or state tax documentation. These documents shall be faxed to the Program Operator as per the instructions sent in your TAX DOCUMENTATION EMAIL. You will not receive any payment of commission/referral fees until such time as you submit the required documentation to the Program Operator.

Commissions on products and services are paid at the rates as indicated on the website and/or at Clickbank.com (if applicable). The Program Operator may pay similar rates on further products, services, and opportunities, but reserves the right to pay a different scale if necessary.

YOUR REPRESENTATIONS AND WARRANTIES

You hereby represent and warrant that:

(a) Registration Form. If applicable, you have provided complete and accurate information on the ClickBank online registration form, and that you will immediately inform ClickBank of any changes to that information by written notice.

(b) Obligations Regarding Your Website and Your Marketing of Your Website. You will be responsible for the development, operation and maintenance of your website and for all materials and content that appear on your website. In developing, operating and maintaining your website, You will comply with any and all applicable laws, including without limitation Federal and state privacy, anti-spam and intellectual property laws, and will not violate the rights, including without limitation the intellectual property rights, of any third party. Additionally, you are solely responsible for ensuring that Your Affiliate Link is set up properly to have sales tracked and recorded to qualify for commissions.

(c) Non-Bona Fide Transactions. Without limiting any other provision of this Agreement, You must promote the websites in a manner that does not mislead end users, and in a manner that ensures bona fide transactions between end users and Program Operator. You shall not promote, facilitate or otherwise initiate transactions that are not in good faith, including without limitation by means of any misleading device or technology. Program Operator shall have no obligation to compensate You for transactions involving You or an end user acting as Your agent, for non-bona fide transactions, including without limitation multiple transactions initiated by the same individual, entity or IP address.

(d) Prohibition against Advertising on Online Auction Websites. Without limiting any other provision of this Agreement, You shall not use the Program Operator copyrights or any name identified or associated with Program Operator, to advertise, or to actually sell or distribute, Program Operator products on eBay or any other online auction website.

(e) Prohibition against Resale. Without limiting any other provision of this Agreement, You will not collect payments or sell any Program Operator products from other websites as a “reseller,” and no “resale” rights are granted to you in any way. Specifically, you shall not sell Program Operator products on eBay or any other online auction site, and you shall not give away copies of any Program Operator products.

(f) Use of Tracking Code. Use of Tracking Code. Without limiting any other provision of this Agreement, You will not enable any tracking code, use any device or do any other thing that would allow You to collect personally identifiable information from or about end users, as such information is passed to ClickBank over its secure servers or collect information otherwise prohibited by applicable law.

(g) Objectionable Content. You will not display the Affiliate Link or Marketing Tools, or advertise Program Operator products or services, on websites that promote sexually explicit material, violence, war or pirated materials, or sites that promote discrimination based on race, sex, religion, national origin, or physical disability or sites that promote illegal activities, or sites that infringe or otherwise violate any copyright, trademark, or other intellectual property rights.

(h) Privacy of Customer Data. To protect customer privacy under Program Operator’s Privacy Policy, if deemed necessary, Program Operator reserves the right to withhold identifying customer contact information from you. Program Operator has no obligation to provide You with any specific information for any customer, regardless of whether said customer arrived at the Program Operator Web site through your Affiliate Link in Program Operator’s Marketing Tools.

Warranties Regarding Email Marketing and Spamming

You hereby acknowledge and agree to abide by the following restrictions regarding email when you engage in affiliate marketing for Program Operator.

(a) SPAMMING IS NOT PERMITTED. For the purpose of this Agreement, spamming is any form of emailing for a commercial purpose that is unsolicited. If You spam, Program Operator reserves the right at any time and without notice to terminate Your status as an affiliate and, if applicable, to instruct ClickBank to terminate You as an affiliate of Program Operator and, in Program Operator’s sole discretion, terminate your ClickBank account in its entirety, in accordance with the provisions below. To give you notice of how spamming can result in termination of this Agreement, Program Operator has instituted an Anti-Spam Policy that sets forth the minimum standards to which Program Operator requires its affiliates to adhere in light of current laws, rules and regulations governing the transmission of email and the best practices in the industry. In the event any state or federal law, rule or regulation governing email communications is enacted or amended after the effective date of the Agreement, setting forth standards more restrictive than those set forth herein, the more restrictive standards contained in such enacted or amended law, rule or regulation shall apply to all affiliates, notwithstanding anything to the contrary set forth in this Anti-Spam Policy. Any emails, email newsletters, or other forms of marketing campaigns operated by You MUST use “permission” or “opt-in” emails lists and must meet the following standards to prevent termination of this Agreement.

i. You may distribute emails solely to those persons who have actively opted-in to receive the email. The content of each email shall include (a) Your correct point-of-origin email address, transmission information and routing information, (b) clear, prominent opt-out instructions in the email and in the first line of the text, if required by applicable law; (c) a telephone number or valid email address at which recipient may contact You to file complaints and/or opt-out; (d) accurate information regarding the manner in which the recipient opted-in to receive the email, (e) a valid postal address for You, and (f) the identifier and any disclaimers that Program Operator assigned to the email. You shall not, without Program Operator’s prior written approval, include any redirect links or frames in an email.

ii. You shall (a) make adequate disclosures as required by law to those on its email list(s) regarding Your email and privacy and security policies; (b) respond to all complaints within one (1) business day after You becomes aware of the complaint, (c) provide Program Operator with a copy of every complaint, immediately upon Your receipt thereof, (d) implement any corrective action Program Operator may require and (e) comply with any legal and/or other requirements Company may reasonably specify.

iii. You must provide a simple method for subscribers to the emails to opt-out of their subscriptions with clear and effective instructions for unsubscribing. As such, emailing from a list must cease promptly, but in no case more than three days, after a subscription is terminated.

iv. You must provide a manual opt-out procedure (e.g., an email address to which messages may be sent for further contact via email or telephone) available for those who wish to terminate their subscriptions but are unable or unwilling to follow standard automated procedures.

v. You must ensure that the potential negative impact of your email campaigns is minimized by proper list management procedures such as pruning of invalid or undeliverable addresses.

vi. You must take adequate steps to ensure that your lists are not used for abusive purposes such as emailing malicious emails or chain letters. You must use your lists and run Your campaigns in compliance with the Children’s Online Privacy Protection Act (COPPA).

vii. You must not email to an unsubscribe list. As such, you should maintain a “suppression list” of email addresses through which all subscription requests are filtered to prevent subscription of addresses appearing on the suppression list by unauthorized third parties.

viii. You shall examine the terms and conditions under which the email addresses on all third party lists were originally compiled to ensure that all recipients have in fact opted-in to the type of mailing list you intend to operate. You shall ensure that all third party lists used by or on behalf of you were generated by the third party source in accordance with the same standards listed above, and You must discard an old email list and create a new email list when there is a substantive change in either the subject matter or frequency of messages. A notification about the new email list may be appropriate on the existing emailing list, but existing subscribers should never be subscribed automatically to the new list.

Warranties regarding other Marketing Communications and Spamming

You hereby acknowledge and agree to abide by the following restrictions regarding marketing communications when you engage in affiliate marketing for Program Operator.

(a) You must not post messages to Usenet, forums and message boards that are unrelated to the topic of discussion, cross-posted to unrelated newsgroups, posted in excessive volume, or posted in against forum or message board rules. You further agree that it is your responsibility to make yourself aware of any forum or message board rules.

(b) You must not post content on free blog websites, especially multiple blog websites, that are not updated and that are used for the sole purpose of keyword spamming, or post comments on legitimate blogs that violate the comment policy of the blog owner. You further agree that it is your responsibility to make yourself aware of any blog rules or policies.

(c) You must not post solicitations in chat rooms, or to groups or individuals via Internet Relay Chat or “Instant Messaging” systems (such as ICQ).

(d) You must not engage in certain offline activities, that may not considered spam but are similar in nature, including distributing flyers or leaflets on private property or where prohibited by applicable rules, regulations, or laws.

(e) You agree and consent to receive e-mail from Program Operator and ClickBank (if applicable), including but not limited to, sales reports, training, promotional resources, newsletters and other correspondence.

Liquidated Damages for Violation of Program Operator’s Anti-Spam Policy.

Because damages are often difficult to ascertain, if actual damages cannot be reasonably calculated then You agree to pay Program Operator liquidated damages of $500 for each piece of spam or unsolicited e-mail transmitted from or otherwise connected with your account, or actual damages, whichever is higher, to the extent such actual damages can be reasonably calculated.

INCOME TAX LIABILITIES

Each affiliate acts as an independent contractor and as such is responsible for any or all United States, state, or foreign income taxes and any other tax liabilities that affect or concern the sales of the products or services, in your state or location.  If you are NOT a resident of the United States, the Program Operator will withhold the appropriate U.S. income tax applicable to foreign nationals, prior to your receipt of any commissions. The Program Operator does so pursuant to the United States Internal Revenue Service laws (also known as the United States Tax Code) and other applicable laws. It is the affiliate’s sole responsibility, and not the responsibility of the Program Operator, to take any steps necessary to recover these sums under the Tax Code and other applicable laws.

EMBARGOED NATIONS & SPECIALLY DESIGNATED NATIONALS

The United States controls the export of products and information. Each affiliate agrees to comply with such restrictions and to not export or re-export the materials (including software) to countries or persons prohibited under the export control laws. By becoming an affiliate, you are agreeing that you are not in a country where such export is prohibited or are not a person or entity to which export is prohibited. You are responsible for compliance with the laws of your local jurisdiction with regard to the import, export, or re-export of the materials (including software).

Each affiliate is responsible for compliance with all applicable U.S. laws and regulations, including but not limited to, those laws pertaining to export control. By registering as an affiliate, you warrant that you are not a citizen or resident of a country designated as having Embargoed Nation Status and further, you also warrant that you are not on the list of Specially Designated Nationals or Blocked Persons maintained by the U.S. Treasury Department. The products and/or services are exported from the United States in accordance with the Export Administration Regulations. Diversion to other countries is contrary to U.S. law and is prohibited.

In compliance with the United States Patriot Act, only those who have provided appropriate identification information and do not reside within an embargoed nation and who are not listed on the Specially Designated Nationals list may receive commission checks paid by either the Program Operator.

COMMISSION SCHEDULE

Commissions are paid once per month by payment processor on the day of the month for sales made from the first through the last day of the previous month, and are paid by the Program Operator and/or Clickbank if applicable.

There is a minimum commission amount based on what you select in your Clickbank affiliate account. This is the minimum amount that you must earn before you will be paid commissions. In any commission period, your commission must exceed this amount before you will receive any sums for that period. Commissions below this minimum amount will be held until such time as the commission equals or exceeds this amount.

Commissions are not paid for any sales for which payment has not been received, or for any transaction that has been rejected for any reason.

We are not responsible for paying interest to affiliates for accrued but not yet delivered commission payments.

If a transaction incurs a charge-back, or if an online transaction is not completed in every way, no commission payment is due to the affiliate. If a commission has already been paid, then it will be deducted from an active affiliate’s future commissions.

All commissions payable to Clickbank affiliates are paid directly by Clickbank.

Each affiliate is responsible for selecting the payment processor, through which to receive their commissions/referral fees, from the payment processors supported by the Program Operator. If you elect a payment processor through which to receive your commissions and you later terminate the account or the account becomes unavailable for any reason, the Program Operator is not responsible for your not receiving the money. Each affiliate is responsible for always maintaining the payment processor through which they receive their commissions/referral fees OR selecting an alternate method of payment supported by the Program Operator. This election is entirely made by the affiliate and the Program Operator assumes no responsibility for non-receipt of payments made according to the payment processor elected by the affiliate, or the affiliate’s lack of ability to then conform to the payment processors or processes supported by the Program Operator. The Program Operator assumes no responsibility for an affiliate not electing a payment processor. If an affiliate fails to elect a payment processor, any sums due will be paid via check and any fees applicable to payments by check or bank draft will be deducted.

MIXING OF PRODUCTS

As an affiliate of the Program Operator, your website on which you advertise any products or services of the Program Operator may only include products that are not capable of being viewed by persons 18 years of age or younger unless the Program Operator specifically allows such products. Your website may NOT contain any content or images that are NOT suitable for being viewed by persons 18 years of age or younger if you include any reference whatsoever to the Program Operator, the website, the eBook(s), or your affiliate Link. On any website on which you include any reference whatsoever to the Program Operator, its products, services, and eBooks, you may NOT include any reference whatsoever to any form of “Adult” content. Any violation of these requirements will result in immediate termination of your affiliate status and you shall forfeit any commissions/referral fees that may be due. In the event that any violation of these requirements results in the suspension or termination of any payment processor for or the Program Operator, you shall be liable for liquidated damages in the amount of $10,000 as well as actual and any consequential or actual damages that or the Program Operator may incur.

PAYMENT PROCESSOR FEES

All commissions are calculated based on the net transaction. In other words, all payment processor fees are first deducted from the sums collected from the customer. Then, all payment processor fees are deducted. The remaining amount is a commissionable sale. The commission rate listed on the website is then applied to determine the amount due the affiliate. Any sums paid for payment processor fees are not commissionable. The Program Operator may also charge a per transaction fee for every transaction processed. In the event that a per-transaction fee is applied, the amount of the fee can be seen on the website. Any such fee is not commissionable and is also deducted from the sums paid by the customer, prior to the calculation of any commission.

SPAM & UNSOLICITED COMMERCIAL EMAIL (UCE)

The Program Operator does not tolerate the sending of unsolicited bulk emails (UCE or SPAM) which promote, or make reference to the Program Operator, or any of their associated companies or websites, Partners, or employees, the websites, products or services. The provisions of the Terms and Conditions pertaining to UCE or SPAM shall apply to each affiliate. Any affiliate who, in the opinion of the Program Operator, breaches this rule will have their affiliate status canceled and any outstanding commissions will be forfeited.

UNPROFESSIONAL CONDUCT

The Program Operator and their associated companies operate with the strictest codes of professional conduct. Any affiliate who brings the Program Operator or their employees, partners, or associates into disrepute, or who promotes any form of slander, racism, or unfair business practices, will have their affiliate status canceled and any outstanding commissions will be forfeited.

The Program Operator reserves the right to reject any affiliate application if, in the Program Operator’s opinion, that person or entity violates established laws or commonly held standards of decency. For example, we will reject applications from any person or company that promotes any form of violence, illegal activities, or from applicants who the Program Operator prefers not to be associated with.

AFFILIATE SALES & TRACKING

After signing up for the affiliate program, you will receive a unique affiliate URL which you will use to advertise the website. When someone clicks through this URL, a cookie will be set in their browser with your affiliate ID and their IP address may also be logged with your affiliate ID. During that visit to the website or any later visit, when a purchase is made the commission will be given based on the existence of the cookie.

In order to receive proper credit for sales, a person or entity must purchase through your unique affiliate URL. Masking or cloaking of the links (whether done by software or by a script and sometimes referred to as “affiliate link cloaking”) may or may not work with parts of the Sites. The Program Operator allows masking or cloaking but you must provide a repeatable process for our verification of the cloaked link, otherwise the use of the masked or cloaked link is disallowed.

TERM & TERMINATION

This agreement will begin upon your sign-up with the affiliate program and will end when either you or the Program Operator terminates your affiliate status, or if your account is inactive in any continuous twelve month period. An affiliate may terminate this agreement at any time, and for any reason, by writing to – or emailing – the Program Operator at the email address listed on the website. The affiliate may not transfer this agreement, or any rights conveyed in this agreement, to any third party whatsoever.

The Program Operator may also terminate this agreement at any time, and for any reason, by writing to affiliate at the email address listed in the affiliate’s Profile, with 5 days notice. The Program Operator may transfer this agreement to any party whatsoever, at any time, and this agreement shall remain in full force and effect, without notice to affiliate. However, if this agreement should terminate for cause due to violation of this agreement or the Terms and Conditions, this agreement shall terminate immediately and affiliate shall forfeit all right to any commissions then due.

RIGHTS TO MODIFY AGREEMENT

The Program Operator, and its associated companies may, in good faith, modify any of this agreement and/or the Terms and Conditions (including the affiliate Commission Schedule), at any time and at its sole discretion, by posting a change notice or a new agreement on the website. These changes will come into force immediately upon posting. The affiliate’s continued participation in the affiliate program following the said posting of a change notice or new agreement shall constitute binding acceptance by the affiliate of the change.

If any modification to this agreement is not acceptable to the affiliate, the affiliate’s only recourse is to terminate this agreement. Upon termination of this agreement, the former affiliate must remove all affiliate links and graphics from its web site, and refrain from publishing same in any manner whatsoever.

NO UNSUBSTANTIATED CLAIMS OR TESTIMONY

You MUST NOT include any unsubstantiated claims or testimony on your site (and this is implicit), examples include:

– Any timeframe and/or fat loss based statements about any product that are not backed by substantiation (i.e. you will lose 20 pounds of fat in 10 days).

– Any statements that would vary between individuals.

– Any statements that you don’t know to be true yourself.

For example, you can outline the product materials but if you were to make claims about the effectiveness of the product without actually having used it, this is not permitted. In fact (and this is IMPORTANT) unless you are a bona fide user of the product then you must state that you have not used the product within any reviews or claims you make.

FTC ACT COMPLIANCE

You shall comply with all federal, state and local laws, rules and regulations, including, without limitation, the Federal Trade Commission Act (15 U.S.C. §41-58, as amended) and the Federal Trade Commission Guides Concerning Use of Endorsements and Testimonials in Advertising (16 C.F.R. §255.0 et seq.). Program Operator intends to cooperate fully with any law enforcement officials, agencies or other third-parties, e.g. ClickBank, in the investigation of any violation of this Section 17 or of any applicable law, rules or regulations.

(a) Consumer Endorsements. If you endorse any of Program Operator’s products or services, You shall comply with all requirements of C.F.R. §255.1, including but not limited to:

(i) You will be a bona fide user of the product or service at the time You make the endorsement;

(ii) You will notify us immediately if You discontinue using the product or service; and

(iii) Your endorsement of the product and service must reflect Your honest opinions, finding, beliefs or experiences vis-à-vis the product or service, and You must not make any representation which is false or unsubstantiated. If You cannot substantiate that Your experience with any of Program Operator’s products or services is representative of what consumers will generally achieve, You must clearly and conspicuously, and in close proximity to the endorsement, disclose the generally expected performance in the depicted circumstances, and You must possess and rely on adequate substantiation for the representation. A disclosure such as “results not typical” (or similar type disclosure) is insufficient and deceptive. If You reprint any testimonial from Program Operator’s website or other marketing collateral, You will not edit or revise the testimonial in any way, and you will place the disclosure, if any, in a manner that is equally clear and conspicuous as the original disclosure.

(b) Expert Endorsements. If You endorse any of Program Operator’s products or services based on Your expertise, You shall comply with all requirements of C.F.R. §255.3, including but not limited to:

(i) Your endorsement of the product or service must be supported by an actual exercise of Your expertise in evaluating the product or service features or characteristics with respect to which You are an expert and which are both relevant to an ordinary consumer’s use of or experience with the product and also are available to the ordinary consumer;

(ii) Your evaluation of the product must include an examination or testing of the product or service at least as extensively as someone with the same degree of expertise would normally need to conduct in order to support the conclusions presented in the endorsement; and

(iii) Where Your endorsement is based upon a comparison such comparison must be included in Your evaluation; and as a result of such comparison, You must have concluded that, with respect to those features on which You are an expert and which are relevant and available to an ordinary consumer, the endorsed product or service is at least equal overall to the competitors’ products. Moreover, where the net impression created by the endorsement is the advertised product or service is superior to other products or services with respect to any such feature or features, You must have in fact found such superiority.

(c) Endorsement by Organization. If You endorse on behalf of an organization any of Program Operator’s products or services, the endorsement must fairly reflect the collective judgment of the organization, as required by 16 C.F.R. §255.4.

(d) Disclosure of Payment, Compensation or Benefits. Pursuant to 16 C.F.R. §255.5, in any advertisement, You must clearly and conspicuously disclose any payment (including affiliate commission), promise of payment, benefit or compensation You receive from Program Operator in exchange for Your endorsement of Program Operator’s products or services, unless You are an expert or well know personality.

NO MISUSE

It is understood that any individual that uses the Program Operator system shall not use it in connection with obscene, defamatory, slanderous, hateful, illegal or politically disruptive material, the definition of which shall be at the sole discretion of the Program Operator. It is also understood that affiliates shall not try to cheat the system in an effort to increase their payments due. If such misuse is detected, the affiliate will be immediately terminated as an affiliate and any sums paid and any sums payable as and for commissions will be withheld. All affiliates further agree to refrain from engaging in any hostile activity toward the system. Any individual that engages in such hostile activity, such as hacking, shall be held liable for any loss sustained by the Program Operator, or its associates due to such action.

AS-IS ONLY

There is no warranty or guarantee of any kind with respect to the Program Operator system as far as reliability, stability, quality or dependability. This means that the Program Operator, or its associates is not responsible for any loss or damage incurred directly or indirectly due to the use of the Program Operator website, products, services, or any other facet of the system. This shall include, but is not limited to, any system malfunction, period of being inoperative or unavailable, loss of data or discontinuation of service, other inconveniences.

FEES

Affiliates shall be charged NO FEE by the Program Operator for setting up an account to join affiliate programs or to join any program.

ELECTRONIC COMMUNICATIONS & EMAIL

The Program Operator requires your primary email address be listed in your affiliate Profile. Affiliates will not be able to use the website or participate in the affiliate program until their email addresses are verified. Those who fail to verify their email address or use an email address that generates an error response consistently (e.g., “User is over quota” or “Mailbox full”) will forfeit any commissions due and this contract will be terminated immediately. You may not use an email address with an auto responder as your Program Operator email address. When you visit the Program Operator’s websites or send emails to, you are communicating electronically. You consent to receive communications from the Program Operator electronically. The Program Operator will communicate with you by email or by posting notices on this site. You agree that all agreements, notices, disclosures and other communications that the Program Operator provides to you electronically satisfy any legal requirement that such communications be in writing. If you are an affiliate, you understand that you may NOT opt out of any emails that you receive from the Program Operator. As an affiliate, you must continually have a valid email account on file with the Program Operator or we reserve the right to terminate your participation immediately, without any refund of any license fees paid or payment of any commission due.

UNAUTHORIZED CHARGING OR RECEIPT OF PAYMENTS THROUGH THE SITES

No affiliate, or other person or entity may use the website, or the Program Operator payment processing system, for private transactions. Any revenue collected through the website or through the Program Operator payment processing system may become the sole property of the Program Operator. Any revenue collected through the Program Operator payment processing system may become the sole property of the Program Operator. Specifically, affiliates may not link to the website for processing of products or services that are not wholly sponsored by the Program Operator and authorized by the Program Operator and further, may not link to the website for processing of any products beyond what the Program Operator has identified as salable products for the website and specific affiliate sales. Should any affiliate of the Program Operator or other person or entity construct links that process orders through the Program Operator payment processing system, the act will be considered an attack of computing resources with intent to damage the website and therefore treated as a serious computer crime. Violators will be prosecuted to the fullest extent of the law.

CHARGING OR RECEIVING ANY PAYMENT FOR ASSISTING YOUR AFFILIATES

The progress of any affiliate benefits the Program Operator in many ways. If You recruit, sponsor, or obtain an affiliate through the websites, by any means, You should always be willing to assist such affiliate at no charge to such affiliate. If you are unwilling to assist such affiliates without charge, your affiliate status with the Program Operator will be terminated immediately and any commissions due will be withheld permanently as partial compensation for managing the associated and impacted affiliates.

AFFILIATE IDENTIFICATION NUMBERS

You will be provided an affiliate identification number. Your affiliate ID number may be numeric and/or CaSe sEnSitIvE. For example, the code ‘learn_more’ is different from ‘Learn_More’. You are responsible for maintaining the secrecy and security of your affiliate ID number and password. You agree to hold the Program Operator harmless in the event that any such information is shared by you with any other person or entity whatsoever.

NO PREDATORY ADVERTISING

All affiliates in the affiliate program agree to refrain from any type of predatory advertising practices, the definition of which shall be at the sole discretion of the Program Operator, and shall include, but not be limited to, dynamically replacing the affiliate ID of one affiliate with that of another with the effect of “stealing” the commission away from the affiliate that earned it, whether this be intentional or not. Affiliates may not adjust any of the supplied affiliate links to reset cookies or bypass other safeguards in the system. Affiliates understand that engaging in such practices is grounds for immediate termination and forfeiture of any earned commissions.

LIABILITY

The Program Operator will not be liable for indirect or accidental damages (loss of revenue, commissions) due to affiliate system sale tracking failures, commission processing system failures, losses of database files or backups thereof, attacks on computing resources, computer viruses, the continued viability of their products, any results of “intents of harm” to the program, or acts of God or Nature. The Program Operator makes no claim that the operation of the websites or that the Program Operator network will be error-free nor will the Program Operator be held liable for any interruptions or errors.

INDEMNIFICATION

You will indemnify, defend, and hold harmless Program Operator and its officers, directors, employees and agents (the “Indemnified Parties“) from any claim, demand or other legal process or proceeding, including without limitation as to legal costs and fees, arising from or alleging facts that, if true, would constitute breach of this Agreement or any of the representations and warranties contained herein. The Indemnified Parties have the right, but not the obligation, to participate through counsel of their choice in any defense by you required by this Section 8. You may not settle any claim against any Indemnified Party without their prior written consent.

MISCELLANEOUS PROVISIONS

a) If any part of this agreement or the Terms and Condition is declared void, this agreement and the Terms and Conditions shall, to the maximum practicable extent, be construed without reference to that part. No term or provision of the Agreement shall be waived unless in writing and signed by the party waiving the provision and any waiver shall apply only to the specific event or situation which it describes and shall not be continuing. No affiliate may assign or sublicense this agreement without the Program Operator’s prior written consent.

b) All legal or other fees incurred in collecting returned checks or declined credit cards or any other lack of payment related to a sale made by an affiliate will be payable by the affiliate. Any sums not collected from the affiliate or affiliate’s customer are not commissionable, and any fees incurred during processing or handling of sales made by the affiliate will be deducted in whole from any commissions due to the affiliate. Further, in the event that the commissions due the affiliate are insufficient to cover any sums, the affiliate agrees to pay the full amount to the Program Operator.

c) IF THE FOREGOING LIMITATIONS OR THE LIMITATIONS WITHIN THE TERMS AND CONDITIONS ARE HELD TO BE UNENFORCEABLE, THE PROGRAM OPERATOR’S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT TO ANY PERSON OR ENTITY SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY THAT PERSON OR ENTITY FOR THE PRODUCT, SERVICE, AND OR EBOOK OR SOFTWARE (LICENSE).

d) To the extent you have in any manner violated or threatened to violate the Program Operator’s intellectual property rights, the Program Operator may seek injunctive or other appropriate relief in any court located in New York, NY, USA and you consent to exclusive jurisdiction and venue in such courts. Use of the Program Operator website is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and the Program Operator as a result of this agreement or use of the website, products, and/or services. The Program Operator’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of the Program Operator’s right to comply with governmental, court and law enforcement determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

e) This Agreement shall be governed and construed in accordance with the laws of, New York, USA applicable to agreements made and to be performed in New York, USA. You agree that any legal action or proceeding between the Program Operator and you for any purpose concerning this agreement or the parties’ obligations hereunder, will first attempt to be resolved with the help of a mutually agreed-upon online mediator. Any costs and fees (other than attorney fees) associated with the mediation will be shared equally by each of us.

f) If it proves impossible to arrive at a mutually satisfactory solution through online mediation, we agree to submit the dispute to binding arbitration at the following location: for legal actions or proceedings between the Program Operator and you, in New York, NY, USA under the commercial rules of the American Arbitration Association. Judgment upon the award rendered by the arbitration may be entered in any court with jurisdiction to do so.

In no case shall you have the right to go to court or have a jury trial. You will not have the right to engage in pre-trial discovery except as provided in the rules; you will not have the right to participate as a representative or member of any class of claimants pertaining to any claim subject to arbitration; the arbitrator’s decision will be final and binding with limited rights of appeal.

g) Any cause of action or claim you may have with respect to the website, the products, the services, or the eBook(s), must be commenced within ninety (90) days after the claim or cause of action arises or such claim or cause of action is barred. The Program Operator’s failure to insist upon or enforce strict performance of any provision of this agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this agreement. The Program Operator may assign its rights and duties under this agreement to any party at any time without notice to you. Use of headings in this document is for convenience only and does not identify legal boundaries or terms explicitly.

h) The Program Operator may modify this agreement, and the agreement this creates, at any time, simply by updating this posting and without notice to you. This is the ENTIRE agreement regarding all the matters that have been discussed.

i) The Program Operator may transfer any rights or responsibility that it may have to any person or entity whatsoever. Nothing herein shall alter or encumber the right of the Program Operator to transfer any such rights or responsibilities. Any transfer by the Program Operator shall cause this agreement, and any other agreement then in effect (as well as any other contract between you and the transferring party) to transfer simultaneously, all without permission.

j) Should this affiliate program be deemed illegal in any jurisdiction, the Program Operator has the right to immediately terminate this program, without recourse. If the payment processors utilized by the Program Operator determine that sales made through affiliates cannot be processed through the payment processor, then the Program Operator has the right to immediately terminate this Program, without recourse. Nothing herein is intended to imply that the Program Operator will always offer any affiliate program, or this affiliate program, for all products, services, and/or opportunities sold by the Program Operator on the websites or that the Program Operator will offer any affiliate program whatsoever.

Any rights not expressly granted herein are reserved.

This affiliate agreement was last updated on June 1st, 2012.