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Polesoft Affiliate Program Agreement This agreement contains the complete terms and conditions that apply to your participation as an Affiliate in Polesoft Online Affiliate Program, and the establishment of links from your affiliate Web site
to our Web site "www.polesoft.com". THIS IS A BINDING AND ENFORCEABLE AGREEMENT BETWEEN AFFILIATE AND POLESOFT. BY CLICKING ON THE "ACCEPT" BUTTON ON THE APPLICATION, AFFILIATE AGREES THAT AFFILIATE IS AFFIRMATIVELY STATING THAT AFFILIATE HAS CAREFULLY READ AND UNDERSTANDS THE TERMS SET FORTH IN THIS AGREEMENT AND AFFILIATE AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. 1. Enrollment in the Program: To begin the enrollment process, you must submit a complete Affiliate Application. 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, and/or participation in the program. At anytime, if we determine (in our sole and absolute discretion) that your site is unsuitable for the Program for any reason, including, but not limited to, inclusion of content that is in any way unlawful, harmful, threatening, defamatory, obscene,
harassing, or racially, ethically, or otherwise objectionable. 2. Obligations Regarding Your Site: 3. Term of the Agreements: The term of this Agreement will begin upon our acceptance of your Affiliate application and will end when terminated by either party.
Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You are only eligible to earn referral fees on sales occurring during the term. 4. Modification: We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on this site. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE
IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE
BINDING ACCEPTANCE OF THE CHANGE. 5. Limitation of Liability: We will not be liable for indirect, special or
consequential damages, or any loss of revenue, profits or data, arising in connection with this Agreement or the 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 Program will not exceed the total referral fees paid or payable to you under to this Agreement. 6. Independent Investigation: You acknowledge that you have read this Agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate web sites that are similar to or compete with your website. You have independently evaluated the desirability of participating in the Program and are not relying on any representation, guarantee or statement other than as set forth in this Agreement. We have the right to monitor your Web site at any time and from time to time to determine if you are in compliance with this Agreement. We also reserve the right to review all commissions for possible fraud. Any incidence of fraud constitutes a breach of this Agreement, and Polesoft retains the right to terminate this Agreement immediately. 7. Spam: Polesoft Inc. has a zero tolerance policy for spam which is defined to mean any email advertising sent without the recipient's consent or in violation of laws of the recipient's state or country. Any Affiliate accused of spamming will be immediately suspended while Polesoft, in their sole discretion, determines if the validity of the spam complaint. Valid spam complaints will result in the immediate termination of your account and forfeiture of any commissions owed you. Transactions may be cancelled, and recipients may be notified, at
our discretion. If Polesoft incurs financial losses as a result of your spam, you agree to liquidated damages in the full amount. 8. Miscellaneous: This Agreement will be governed by the laws of the Peoples Republic of China, without reference to rules governing choice of laws. 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. 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 provision or any other provision of this Agreement.
9. Payments: We shall pay 25% of revenues for sales of Lockspam and/or other Polesoft spam blockers referred by an affiliate. A commission will only be credited to an affiliate after the customer has made full payment to Polesoft. If a customer later requests a refund or a chargeback is issued by the credit card holder whose credit card was used to pay for that customer's account, any commissions that were credited will be deducted from the next monthly payment. If there is no next monthly payment, the affiliate will be billed and hereby agrees to be bound by law to reimburse Polesoft in full for any such commissions. Affiliates must have accumulated commissions of at least $100 for a given payment period before payment will be issued. If commissions are less than $100 for a given month, the commissions will be held over till the next month. This will continue until the commissions accumulate to more than $100. Commissions shall be paid monthly on the 15th day of each month. 10. Linking: We will provide you with links, including URL addresses and appropriate graphics (the Link Materials), with which you may link your Web site to our Web site (www.polesoft.com or such other Web site(s) as we may establish from time to time). Details on accessing these Link Materials are set out in our Affiliate Area. If you are an approved Affiliate, we grant you a non-exclusive limited license solely to reproduce and use these Link Materials, including our trademarks to the extent they are incorporated into these Link Materials, only while you are an Affiliate and only in accordance with the terms and conditions
of this Agreement. You agree to display the Link Materials appropriately on your Web site and to respect our trademarks, service marks, and other rights in the Link Materials. You will use only these Link Materials to link your Web site to ours, and you will not alter the look or feel of these Link Materials or of our Web site in any way. You will use reasonable efforts to update to new versions of Link Materials as we make them available. 11. Tracking: Polesoft will be solely responsible for tracking sales using special software that communicates with the specially encoded URLs assigned to affiliates. Polesoft will endeavor to do its best to ensure accurate tracking of referrals made by affiliates. Affiliates will themselves be solely responsible for ensuring that these special URLs are formatted properly, a necessary prerequisite to accurate tracking of referral sales. Notwithstanding the above statement of responsibility by Polesoft to track sales, affiliates hereby acknowledge and accept that the tracking system employed by Polesoft is not 100% fail-safe and that there may on occasion be instances of referral sales made that are not credited to an affiliate for any of the following possible reasons: We will pay referral fees on Lockspam and/or other Polesoft spam blockers after the customer has re-entered our site through the use of a cookie placed on the end user's computer. If, through no fault of ours, the cookie is removed or not allowed by the end user, that customer's purchase may be tracked only if customer enters our site directly through a link from your site. The cookie may expire at the end of 90 days or a time period determined solely by Polesoft. 12. Relationship of Parties: Polesoft and your company are independent contractors, and neither this Agreement nor the cooperation of the parties contemplated hereunder the Agreement shall be deemed or construed to create any partnership or joint
venture, agency, franchise and sales representative 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 site or otherwise, that reasonably would contradict anything in this agreement. 13. Cheating: We do not allow the use of ParasiteWare or any other cheating methods to hijack traffic from end user's computer, in order to claim referral commissions that belong to other affiliates. If we discover that you are in any way connected with ParaSite or other cheating methods, you will forfeit all your unpaid commission. We reserve the right to take legal actions whenever appropriate. Back to the Affiliate Area to read more materials.
a. You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. Such responsibilities include, but are not limited to, the technical operation of your site and all related equipment; creating and posting content, descriptions, and references on your site [and linking those descriptions to our catalog]; the accuracy and propriety of materials posted on your site (including, but not limited to, all Product-related materials); ensuring that materials posted on your site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal.
b. We disclaim all liability for all such matters. Further, you agree to defend, indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys fees) relating to the development, operation, maintenance or content of your site.
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