Affiliate Agreement

--Please Read--

Please read this document carefully, as it will explain the terms of the legal agreement between you and this website.

1. Definitions

1.1 In this document, this website's products, services, memberships and Affiliate Programs are referred to collectively as the "Products", excluding any Products provided to you by the website under a different written contract.

1.2 Any program of this website that payouts the Referral Commissions to the Affiliate of the Products and/or provides the Products' promotion materials (referred to hereinafter as the "Tools") is referred to herein as the "Affiliate Program".

1.3 A person or an entity that has registered with the Affiliate Program of this website or a person or entity that promotes the Products of this website is referred to herein collectively as the "Affiliate". The term "Affiliate" does not imply any formal association with this website.

1.4 Commissions resulted from the Affiliate's referral of others who joined the Affiliate Program or who bought the Products are referred to herein as the "Referral Commissions".

1.5 The website, its agents, owners, operators, and employees are referred to herein collectively as "Website," "Site," "Vendor," and/or "Merchant."

1.6 If there is a multi-tier Affiliate Program where an Affiliate can refer new Affiliates, then these new Affiliates are referred to herein collectively as the "Sub-Affiliates" of the Affiliate.

1.7 The terms and conditions set out in this document are referred to herein collectively as the "Affiliate Agreement".

2. The Affiliate's relationship with the website

2.1 The Affiliate's use and promotion of the website's Products are subject to the terms of a legal agreement between the Affiliate and the Website.

2.2 Parties to this Affiliate Agreement are the Affiliate and the Website.

2.3 It is expressly understood that the Affiliate and the Website are, in all respects, independent parties to this Affiliate Agreement. This agreement does not create a relationship of principal and agent and neither party is to be construed as the legal representative of the other.

2.4 Unless the Affiliate has formed a separate written contract with the Website, nothing contained in this agreement shall be construed to create any relationship of partnership, joint venture, agency, franchise, sales representative, employment, or similar relationship between the Affiliate and the Website.

3. Participation in the Affiliate Program

3.1 To enroll in the Affiliate Program, the Affiliate must fill out the registration form with current, complete, and accurate information and must check the option to accept this Affiliate Agreement.

3.2 Providing false information in the registration form and in the Affiliate's Profile (where an Affiliate an update his/her information) will result in immediate termination from the program and will forfeit all outstanding Referral Commissions.

3.3 The Affiliate agrees to not purchase the Products using his/her own referral link(s). In any instance where the Affiliate purchases from his/her own referral link, the Affiliate understands that the Referral Commission shall be defaulted to the vendor who sells the Products.

3.4 Any attempt to artificially inflate the Referral Commissions of the Products will result in immediate termination of this agreement, and the Affiliate agrees to forfeit all outstanding Referral Commissions of the Products.

3.5 If there is a multi-tier Affiliate Program (where an Affiliate can refer new Affiliates, who are referred to herein collectively as "Sub-Affiliates"), the Affiliate agrees to not register to the multi-tier Affiliate Program as a Sub-Affiliate of himself or herself.

3.6 The website, at its sole discretion, reserves the right to refuse to anyone participation in the Affiliate Program at any time for any reason.

3.7 In order to promote the Products, the Affiliate must first agree to the Affiliate Agreement, the Terms, the Privacy Policy, and the Disclaimer of the website. The Affiliate may not promote the Products if he/she does not accept the Affiliate Agreement, the Terms, the Privacy Policy, and the Disclaimer.

3.8 The Affiliate can accept the Affiliate Agreement by:

(1) clicking to accept or agree to the Affiliate Agreement, if this option is made available to the Affiliate by a user-interface specified for the Products;

(2) actually promoting the Products; or

(3) continuing to promote the Products.

3.9 Unless the Affiliate has formed a separate written contract with the website, the legal agreement between the Affiliate and the website will always include, at a minimum, this Affiliate Agreement.

4. Obligations of the Affiliate

4.1 The Affiliate understands and agrees to:

Participate in the Affiliate Program at the Affiliate's sole risk.
Not make any warranty, promise, or representation on behalf of the website for any purpose.
Not represent to any person that the Affiliate is the agent or associate of the website, nor fail to correct any misunderstanding as to such relationship.
Not obligate or attempt to obligate the website in any manner whatsoever.
Not engage in activities that interfere with the website's tracking of commissions, or with the normal flow of traffic from other Affiliates.
Be solely responsible for reporting and/or paying all taxes and other similar levies applicable to the Affiliate's earnings (including any earnings stemming from or related to the Referral Commissions, Affiliate Program, or this Affiliate Agreement), as required by applicable law.
Be solely responsible for withholding, reporting, and/or paying federal or state income taxes, FUTA taxes, FICA (Social Security or Medicare) taxes, state disability insurance taxes, state unemployment insurance taxes, or any other taxes directly related to the compensation that the Affiliate pays to his/her agents, employees, or contractors.
Be solely responsible for the development, operation and maintenance of the Affiliate's site and for all materials that appear on such site.
Market and advertise the Affiliate Program and/or Products diligently and in goodwill and to develop, operate and maintain the Affiliate's website and referral links at his/her sole cost, expense, and risk.
Acknowledge, identify and respect that all proprietary information, trademarks, copyrights and all other similar rights in and arising out of the website's Products are, and shall continue to be, the exclusive property of the website.
Conform to the suggestions made to the Affiliate by the website. In particular, the Affiliate is obliged to make changes to his/her website and other promotion materials used to promote the website's Products.
Receive commercial information and follow-up contact from the Website including Products' updates, Products' recall notices, Products' improvements, emails, mails, newsletters, telephone calls from the Website for the purpose of solicitation related to the instant product or any other product or service.
Accepts full responsibility for limiting unsolicited contact and understands that the Affiliate retains all rights to directly restrict communication or solicitation from any party including the Website.
Provide the website with full, current, and accurate details or documents within 48 hours from the initial request - should the website be responsible for provision of such details or documents under any applicable law or regulation. The Website forever retains the right to contact the Affiliate for any legal purpose. In particular, if an Affiliate is a U.S. citizen, resident or organization, the website may require the Affiliate's tax registration name, tax classification, and tax ID or Social Security Number (in case of individuals).

4.2 If the Affiliate promotes the website's Products, the Affiliate agrees:

That no such promotions involve unlicensed or unauthorized use of materials protected by copyright, trademark or other intellectual property laws.
That all such promotions will be fully compliant with federal and state laws, including US federal and state laws regarding network abuse, unsolicited messaging, and FTC Advertising Rules and Disclosure Rules.
That all such promotions are within the guidelines of PayPal's User Agreement and TOS .
That trademarks and other materials, in particular, but not limited to, the promotion materials, are the property of this website and may only be used by the Affiliate for promotion of the Products.
That the website has the right to approve or decline the graphics, logos, banners and other materials used by the Affiliate in relation to the referral link of the Products and to make suggestions related to this issue to the Affiliate.
To not associate any promotion materials with pornography, adult rated material, racism, hatred, bigotry, profanity, mail fraud, or any material which may be insulting to another person or company.
To not SPAM any URL that has the Products' links or to sites with the Products' promotion materials, even using a redirect link.
To never to email to anyone unless he/she is double optin, and the IP, Name, Date and Time stamp have been recorded and can be reproduced. The Affiliate understands that, if the Affiliate disregards this, the website may terminate the Affiliate account without warning and that all outstanding Affiliate's commissions shall be forfeited.

4.3 If the Affiliate sends (or causes to be sent) messages via electronic means (including but not limited to emails, private messages, and instant messages) in relation to the direct or indirect promotion of the Products, the Affiliate agrees, represents and warrants that:

Such messages are in full compliance with federal and state laws and regulations governing commercial electronic mail, electronic messaging, and advertising.
Such messages have accurate information regarding the Affiliate's identity, the messages' intent, subject, and origin.
Such messages, if sent by email, include valid and conspicuously displayed From, Subject, Removal or Opt-Out information, and a functional return address or hyperlink that 1) enables the recipient to submit a request to receive no further messages from the Affiliate; and 2) remains capable of receiving such request for no less than 30 days from the date the message was sent.
Such messages include complete, valid, and accurate headers indicating the origin of the messages.
Such messages do not contain any fraudulent, deceptive, false or misleading information.
Such messages do not contain any incomplete, invalid, misleading, fake, or forged message headers.
Such messages do not contain any false or misleading information regarding the Affiliate's identity or the messages' intent, subject, or origin.
Such messages are not being sent to anyone who has not explicitly requested to receive such messages from the Affiliate.
Such messages are not being sent to anyone who has explicitly requested to receive no further message from the Affiliate.
Such messages are not being delivered in conjunction with the use of mousetraps, such as windows that reappear, spawn new windows or otherwise resist being closed.
Such messages are not being delivered via means that exploit documented or undocumented security holes on any client or server machine.
Such messages are not being sent to an address that was obtained via 1) automated means from a website or proprietary online service operated by another party; 2) generation of possible addresses by combining names, letters, or numbers into numerous permutations; or 3) spyware, viruses, or other means of bypassing system security or invading consumer privacy.
Such messages are not being sent from (or made to appear that they were sent from) an address that was obtained via the use of scripts or other automated means to register for multiple electronic mail accounts or online user accounts from which to transmit unsolicited or misleading email messages.
Such messages are not being sent, relayed, or transmitted by a protected computer or network that was accessed without authorization.

4.4 The Affiliate agrees that he/she will not (i) associate any content or materials made available in the Affiliate Program or (ii) offer to provide any goods or services or (iii) engage in business practices that:

violate any law, statute, ordinance, or regulation including, without limitation, those governing consumer protection, Internet tobacco sales, unfair competition, antidiscrimination or false advertising;
are associated with any form of gambling or lottery type services;
are unlawful, abusive, threatening, harassing, defamatory, obscene, libelous, slanderous, deceptive, fraudulent, invasive of another person's privacy, tortuous, or otherwise violate the website's rules or policies;
are associated with illegal telecommunications or cable television equipment, such as access cards, access card programmers and unloopers, cable descramblers or filters;
are associated with weapons of any kind and related items, including firearms, firearm parts and magazines, ammunition, BB and pellet guns, tear gas, stun guns, switchblade knives and martial arts weapons;
are associated with any form of adult, sexually oriented, or obscene materials or services, including without limitation, any material clearly designed to sexually arouse the viewer/reader (e.g. books, text, photos, videos, X-rated movies, pornographic materials, etc.), any materials which require individuals to be eighteen (18) or older to view or purchase those materials, escort services, and adult websites;
associate any content broadcasted through the Products with pornography, adult related material,racism, hatred, bigotry, profanity, mail fraud, or any material which may be insulting to another person or company;
victimize, harass, degrade, or intimidate an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
contain harmful content, including, without limitation, software viruses, Trojan horses, worms, time bombs, cancel bots, spy-ware, or any other files, software programs, or technology that is designed or intended to disrupt, damage, surreptitiously intercept or expropriate services or any system, program, data or personal information, or limit the functioning of any software, hardware, or equipment or to damage or obtain unauthorized access to any data or other information of any third party;
impersonate any person or entity, including any of our employees or representatives;
infringe on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party, including, but not limited to, unauthorized copying and posting pictures, logos, software, articles, musical works and videos;
offer or disseminate fraudulent goods, services, schemes, or promotions (e.g. make money fast schemes, chain letters, pyramid schemes) or engage in any unfair deceptive act or practice;
call on minors directly to purchase the website's Products;
encourage minors to influence their parents or other persons with an aim of impelling them to buy the website's Products;
take advantage of minors' trust upon their parents, teachers or other persons;
unreasonably show minors in dangerous situations;
market for:
(1) nicotine, nicotine products, products imitating nicotine products, symbols relating to smoking or nicotine,
(2) alcohol of any kind,
(3) drugs of any kind, products relating to drugs, symbols relating to drugs, the use of drugs of any kind,
(4) medical services, medical aid, medical assistance, medicines, or
(5) video lotteries, cylindrical games, card games, dicing, and automated games;
use the Products to affect the subconscious of a recipient; or
are associated with the sale of:
(1) any controlled drug that requires a prescription from a licensed practitioner,
(2) any over-the-counter drug, or
(3) nonprescription drugs.

4.5 The Affiliate agrees to indemnify and hold the website harmless for any damages or costs incurred as a result of the Affiliate's violation of any law, regardless of whether they are actual, incidental, consequential, or punitive.

5. Obligations of the website

5.1 The website agrees to pay commissions on sales of the Products referred legally and validly by the Affiliate.

5.2 The Affiliate is granted a non-exclusive, revocable right to market and advertise this website's Products.

5.3 The website agrees to grant the Affiliate access to the login and password protected membership area of the Affiliate Program, where the Affiliate can look up referral URLs, promotion materials, and information about referred commissions.

5.4 The website, at its sole discretion and choice, agrees to grant the Affiliate access to the Affiliate Programs and Tools containing this website's banners, logos, and/or other promotion materials. This, however, does not imply any obligation from the website to provide such Tools to the Affiliate.

5.5 In no event shall the website be liable for special, incidental, consequential or punitive damages, including, without limitation, any damages resulting from loss of profits, loss of business or loss of goodwill arising out of or in connection with this Affiliate Agreement or any of the Products, whether or not such party has been advised of the possibility of such damages. The website shall not be liable for any damages if, for any reason whatsoever, its website fails or is non-operational.

5.6 Should the fulfillment of any obligation of the website arising out of this Affiliate Agreement, whether the website or its employee, or its independent sub-contractor, be prevented or hindered directly or indirectly by fire, the elements or civil commotion, strikes or lock-outs, shortage of labor, breakdown or partial failure of machinery, short, temporarily and accidental suspension of providing the services in relation to this Affiliate Agreement and Products, or delay on the part of any independent sub-contractor or supplier as a result of circumstances which neither the website nor the Affiliate could foresee or suspect, or actss, orders or regulations of the government, or any other cause whatsoever beyond the reasonable control of the website, then the time for fulfillment of any obligations of the website arising out of this Affiliate Agreement shall be extended for a reasonable period having regard to the effect of the delaying cause.

6. Referral Commissions and Payment

6.1 The website, upon the Affiliate's successful registration, will assign unique referral link to the Affiliate that will redirect to a webpage or salespage of the website's Products. The referral link will contain a unique login assigned to the Affiliate: the unique login is usually an I.D. or a username that the Affiliate can choose or change (if the website provides such an option).

6.2 The Affiliate's Referral Commissions are tracked either via the unique referral link or cookies. If cookies are used, when a visitor enters the website through the Affiliate's referral link, the visitor's visit will be tracked through cookies that were saved onto the visitor's computer. In some cases, the use of cookies is not possible to track the visitor traffic from the Affiliate's referral link to the website, because the visitor is using cookie-blocking software. Thus, the website is only responsible for paying commissions on sales that can be tracked back to the Affiliate (via the unique referral link, cookies, or other technology that the website uses).

6.3 The Affiliate will receive the sales commission only from accepted payment of purchasing customer, if and only if, the customer was referred by the Affiliate through the Affiliate's referral link and the website can track such referral (e.g. the customer's software must allow the website to save a referral tracking cookie, if the website uses cookies for tracking).

6.4 Currently, the website uses a "last Affiliate refers the visitor" system, in which a particular visitor is assigned to the last Affiliate whose referral link the visitor clicked to visit the website. For example, a visitor visits Affiliate A; then enters the website but does not make a purchase; then later visits Affiliate B; enters the website and makes a purchase. In this case, the purchasing customer is assigned to Affiliate B, and the commission is paid to Affiliate B.

6.5 Commissions are calculated as a percentage of the amount paid by the customer who is referred by the Affiliate. The commission rate or percentage is posted in the membership area of the Affiliate Program, usually in the "Promotion Materials" page of the membership. (In most cases, the commission percentage is about 50%, unless otherwise stated or negotiated between the Affiliate and the website).

6.6 The website reserves the right to discount the price of the Products for chosen customers or marketing campaigns. As such, the commission rates reflect a percentage and not a particular amount, and it is possible that the commission on a sale of the same Products may be different every month.

6.7 Payment of the monthly accrued Referral Commissions to the Affiliate (less any taxes required to be withheld under applicable law) is usually via Paypal either after the expiration of the Money Back Guarantee period or on the first or fifteenth day of each month. Based on internal risk analysis, the website reserves the right to withhold first time payments and any other payments originating from an account where there is suspected fraud activity for a period of up to 3 months.

6.8 The website reserves the right to change the commission rates and the Products' prices at any time. Any Affiliate's Referral Commissions accrued after such change will be at the new commission rates.

6.9 Any customer refunds or credit card chargebacks owed by the website to the referred customer will result in the appropriate commission amount (referred to herein as "Deducted Commission") being deducted from the Affiliate's current commission balance. If the commission from that sale has already been paid to the Affiliate, the comission amount will be deducted from the next monthly payment. If the commission owed to the Affiliate in the next month will not be sufficient to satisfy the Deducted Commission, the Affiliate will be invoiced for the payment of the remaining debt immediately. In the event of not receiving the remaining debt instantly after the invoice, the website, at its sole discretion, reserves itself the right to terminate this Affiliate Agreement immediately. The Affiliate is still required to pay the invoiced amount even after the termination of this agreement.

7. Language of the Affiliate Agreement

7.1 Where this website provides translation(s) for the English language version of this Affiliate Agreement, the Affiliate agrees that such translation(s) is provided for the Affiliate's convenience only and that the English language version of the Affiliate Agreement will always govern the Affiliate's relationship with the website.

7.2 If there is any contradiction between what the English language version of the Affiliate Agreement says and what the translated version says, then the English language version shall take precedence.

8. Changes and updates

8.1 This Affiliate Agreement was last modified: January 27th, 2009.

8.2 Unless otherwise stated by the website, any modification of the Affiliate Agreement shall be effective immediately upon its posting on the site.

8.3 Unless, in the sole opinion of the website, this Affiliate Agreement changes so drastically as to suggest a posted notification on the site or via email, the Affiliate will receive no notification of changes to this Affiliate Agreement nor, under any circumstances, does this site promise such notification.

8.4 The Affiliate understands that the website reserves the right to modify, add or delete any documents, information, graphics or other content appearing on or in connection with the website or Products, including this Affiliate Agreement, at any time without prior notice to the Affiliate. The Affiliate may not assume that this Affiliate Agreement remains the same and agrees to check it upon each visit to the website for changes.

8.5 The Affiliate's continued promotion of the Products and use of this website's Tools, Products and/or Affiliate Programs always evidences that the Affiliate has read and accepted this Affiliate Agreement or any of its modifications.

9. Termination of the terms of agreement

9.1 This Affiliate Agreement will continue to apply until terminated by either the Affiliate or the website as set out in this Section below.

9.2 If the Affiliate want to terminate this legal agreement with the website, the Affiliate may do so by (a) notifying the website at any time and (b) closing the Affiliate's membership account of the Affiliate Program, where the website has made this option available to the Affiliate (usually in the "Profile" page of the membership area). Please use the contact page on the site to send the notice of the agreement's termination.

9.3 The website, in its sole discretion, reserves the right to suspend the Affiliate's account(s), to hold or forfeit any or all Affiliate's Referral Commissions, or to terminate the contract with the Affiliate without notice, if the website has reason to believe that the Affiliate has been involved with any of the following conduct that is related in any manner to the website or its customers:

engaging in illegal activity, including but not limited to, spamming, credit card fraud, consumer fraud, bank fraud, or other illicit commercial activities;
promoting the website's Products in any relation with information or for any purpose which is scandalous, obscene, defamatory or immoral, or uses the website's Products in relation or for any other purpose which is prohibited by law;
infringing intellectual property rights of the website, its affiliates, publishers, customers or other related parties;
misrepresenting the website and any, some or all of the website's Products, or misrepresenting, over-promising or other acts in violation of federal or state law governing consumer protection and commercial activities;
providing false, inaccurate, invalid, or incomplete information referredto in Section 3 (titled "Participation in the Affiliate Program") and/or not updating such information;
violating any obligation stated in the Section 4 (titled "Obligations of the Affiliate"); or
otherwise violating this website's rules or policies.

If the website suspends the Affiliate's account or holds Affiliate's Referral Commissions, the website will review conduct that appears to violate this Affiliate Agreement. This review will be conducted in a manner decided by the website. The Affiliate agrees to cooperate with such review. If the review concludes that there is a reasonable basis to believe actionable misconduct has occurred, the website will seize the outstanding commissions from the Affiliate's Referral Commissions as liquidated damages and/or for the benefit of third parties affected by the misconduct. The website may also pursue other legal prosecutions and remedies for the misconduct, as allowed by law.

9.4 The Affiliate understands that the website may freely assign or otherwise transfer any or all of the rights and obligations described in this Affiliate Agreement without the Affiliate's consent and without notice to the Affiliate.

9.5 The Affiliate agrees that if any provision of the Affiliate Agreement is declared or determined by any court to be illegal or invalid, the validity and enforceability of the remaining parts, terms or provisions shall not be affected by that determination, and the illegal or invalid part, term, or provision shall not be deemed to be part of the Affiliate Agreement.

9.6 The website may, at any time, terminate its legal agreement with the Affiliate if:

(1) the Affiliate have breached any provision of the Affiliate Agreement (or have acted in manner which clearly shows that the Affiliate does not intend to, or is unable to comply with the provisions of the Affiliate Agreement); or

(2) the website is required to do so by law (for example, where the provision of the Products to the Affiliate is, or becomes, unlawful); or

(3) the partner with whom the website offered the Products to the Affiliate has terminated its relationship with the website or ceased to offer the Products to the Affiliate; or

(4) the website is transitioning to no longer providing the Products to users in the country in which the Affiliate is resident or from which the Affiliate uses the service; or

(5) the provision of the Products to the Affiliate by the website is, in the website’s opinion, no longer commercially viable.

9.7 When the Affiliate Agreement come to an end, all of the legal rights, obligations and liabilities that the Affiliate and the website have benefited from, been subject to (or which have accrued over time while the Affiliate Agreement have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of all Section 11 shall continue to apply to such rights, obligations and liabilities indefinitely.

10. Arbitration

10.1 As part of the consideration that the Website requires of the Affiliate to view, use, or interact with this site, the Affiliate agrees to use binding arbitration for any claim, dispute, or controversy ("CLAIM") of any kind (whether in contract, tort or otherwise) arising out of or relating to this purchase, this product, including solicitation issues, privacy issues, and terms of use issues.

10.2 Arbitration shall be conducted pursuant to the rules of the American Arbitration Association, which are in effect on the date a dispute is submitted to the American Arbitration Association. Information about the American Arbitration Association, its rules, and its forms are available from the American Arbitration Association, 335 Madison Avenue , Floor 10, New York , New York , 10017-4605 . Hearing will take place in the city or county of the website owner.

10.3 In no case shall the Affiliate have the right to go to court or have a jury trial. The Affiliate will not have the right to engage in pre-trial discovery except as provided in the rules; the Affiliate 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 final and binding with limited rights of appeal.

10.4 The prevailing party shall be reimbursed by the other party for any and all costs associated with the dispute arbitration, including attorney fees, collection fees, investigation fees, travel expenses.

11. Applicable law, jurisdiction and venue

11.1 The Affiliate agrees that the applicable law to be applied shall, in all cases, be that of the state declared in the contact information of Website unless otherwise here specified: the state in the website owner's physical address, which is California.

11.2 If any matter concerning the purchase of the Products shall be brought before a court of law, pre- or post-arbitration, the Affiliate agrees to that the sole and proper jurisdiction to be the city and state declared in the contact information of the seller unless otherwise here specified: the city and state closest to the seller's physical address, which are Escondido and California, respectively.

11.3 If any other matter concerning the Website and the Products shall be brought before a court of law, pre- or post-arbitration, the Affiliate agrees to that the sole and proper jurisdiction to be the city and state declared in the contact information of website unless otherwise here specified: the city and state closest to the website owner's physical address, which are Escondido and California, respectively.

11.4 In the event that litigation is in a federal court, the proper court shall be the closest federal court to the website owner's physical address (or, if applicable, the seller's physical address).

12. Contact information

12.1 For any question, comment or report of incident, please use the contact page on the site.