This Agreement contains the terms and conditions to apply to an individual's or an entity's participation in the CyberScrub Affiliate Program (the "program"). As used in this Agreement, "CyberScrub", "we", "us" or "our" refers to CyberScrub LLC., "you" or "your" refer to the applicant, "Participant" shall mean an applicant which has been approved to be a participant with the Affiliate Program," sponsoring web site" refers to the World Wide Web site from which you will link to CyberScrub, "product" refers to any item listed for sale in the CyberScrub Web site, and all dollars ($) shall mean United States dollars.
Enrollment in the Web Affiliate Program
To begin the enrollment process, you will submit a complete CyberScrub Affiliate Program application via our web site. You will receive instructions on how to sell and market CyberScrub products. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the program. Unsuitable web sites include sites that violate the laws of your host site’s country. If we reject your application, you are welcome to reapply to the Affiliate Program at any time in the future if you have modified your site to address our concerns.
Linking to our Site
You may select one or more buttons, banners or text links to link to our site. For each banner or text link, you will be supplied with the appropriate HTML code to insert into your web page. In order that your account be properly credited for referrals, it is important that you not modify this HTML code, which includes your partner identification number. You may not use false or misleading advertising techniques to entice users to purchase our products or services.
SPAM
You are expressly prohibited from sending unsolicited email advertising CyberScrub and other CyberScrub products. You may send email to specific recipients with your testimonial, recommendation or link to promote CyberScrub sales. All such email shall be addressed to a specific recipient, contain valid return address and a provision for recipient to be removed from future email notification. You shall comply with all local, state and Federal laws in reference to email solicitation. Further, you are expressly prohibited from posting information or links to promote the sale of CyberScrub to any off topic or non commercial newsgroups.
Order Processing Order Processing
We will be responsible for processing every order placed by a customer who utilizes the special link from your sponsoring web site to our web site. Order forms, payment processing, shipping, cancellations, returns, and related customer service will be our responsibility. All of our rules, operating procedures and policies regarding customer orders and accounts will apply to orders we receive through the special link from your sponsoring web site. We reserve the right to reject any order for any reason, including any order that does not comply with our rules, operating procedures and policies or that violates applicable law.
Tracking of Sales
We will track sales made to customers who use the unique Affiliate code from your sponsoring web site or unique assigned affiliate identification.You will be solely responsible for ensuring that your special link includes your unique Affiliate code and is formatted properly, a necessary prerequisite for us to track such sales. All statements after 30 days shall be deemed correct unless you give us notice of any error prior to that date. We shall not be responsible for any errors you or your customers make which result in any loss of any tracking information contained in the special link. To protect our customers' privacy, the names or other personal information about specific customers will not be provided to you.
CyberScrub Policy Applies to All Orders
Every customer who buys a product through this program is deemed to be a customer of CyberScrub. You do not have the authority to make or accept any offer of purchase on our behalf. All of our policies regarding customer orders, including product availability, pricing and problem resolution, will apply to these customers. We are not responsible for any representations you make which conflict with our policies.
Product Prices and Availability
CyberScrub will determine every product sold under this program according to our own pricing policies. Product prices may vary from time to time, including software publishers' price increases and special discounts offered by us on products that may already be listed by you. You may not specify product prices in your descriptions, and our policies will always determine the price paid by the customer. Product availability changes frequently, and we will endeavor to present our best available information regarding product availability. We cannot guarantee the availability or price of any product. In cases where an order failed to be completed because of a server error or other technical failure, you will not receive commissions for orders that were not completed.
Referral Fees Referral Fee Amount
We will pay each affiliate (Participant): $25.00 per Gross Sale of CyberScrub Professional that was initiated as a direct referral using the appropriate special link, including the unique Affiliate code, from the sponsoring web site or other means. However, no amount shall be due for copies of software returned to us for refund in accordance with the software publishers End-User License. Gross Sale is defined as moneys collected from the sales of products less returns. However, no part of the referral fees will be based on shipping, handling, or sales tax charges.
Referral Fee Payment
A Qualified Sale is an approved Gross Sale that has been credited to our bank between the last 60 to 90 days. Each month we will send Participant a referral fee/commission payment for the number of Qualified Sales less returns. Amounts less than $50.00 US will be held until the calendar quarter in which the referral fee due exceeds $50.00, or until this agreement is canceled.
Returns and Cancellations
If a referral fee product is later returned by the customer, its referral fee will be deducted from the next payment sent to you. If there is no next payment due you, you will be billed for this amount which is owed to us.
Responsibility for Your Site
You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for: the technical operation of your site and all related equipment creating and posting product descriptions on your site and linking those descriptions to our web site the accuracy and appropriateness of materials posted on your site (including, among other things, all product related materials) ensuring that materials posted on your site (except for the required logo under section 7(a), below) do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights) ensuring that materials posted on your site are not libelous or otherwise illegal. We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site. You agree to display a CyberScrub logo and/or descriptive text on the sponsoring site homepage or other prominent location.
Limited License
We grant you a non-exclusive, revocable right to use the icon and such other images for which we grant express permission, solely for the purpose of identifying your site as a program Participant. You may not modify the icon or any of our images in any way. We reserve all of our rights in the icon, any other images, our trade names, trademarks and copyrights, and all other intellectual property rights. We may revoke your license at any time by giving you written and/or electronic notice. You may not use such icon and other images in such a way that would harm our image. Upon cancellation or termination of this Agreement, you agree to cease all use of such icon and other images.
Restrictions on Personal Use
This program is intended for commercial use only, i.e., paying referral fees for products sold to third parties who follow a special link from your sponsoring web site or other media. Participants who use this program to purchase products for their own use are in violation of the agreement. CyberScrub may, in its sole discretion, terminate this agreement and/or withhold payment of referral fees if we find that such personal use has occurred.
General Provisions
Web Site Service Interruption: CyberScrub will make every effort to keep its web site operational. However, certain technical difficulties may, from time to time, result in temporary service interruptions. You agree not to hold us liable for any of the consequences of such interruptions.
Term of the Agreement
You may only receive referral fee payments for orders that are properly placed during the term of this agreement. This term will begin on the date that we notify you that you have been pre-approved as a program Participant and shall end when canceled or terminated by either party as provided below. Unless otherwise canceled or terminated, the agreement will be for 1 year and renewed quarterly. Referral fees earned through the date of cancellation or termination of this agreement will remain payable only if the products are not returned or canceled from their orders. Payment of the final referral fee payment to you may be withheld for a reasonable time in order to ensure that the correct amount is paid.
Modifications
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 our 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.
Cancellation of This Agreement
Either party may choose to cancel or terminate this agreement at any time and for any reason by written notice of cancellation or termination to the other. WARRANTY DISCLAIMER: WE MAKE NO WARRANTIES, REPRESENTATIONS OR CONDITIONS WITH REGARD TO THE PROGRAM OR ANY PRODUCTS SOLD THEREUNDER, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
LIMITATION OF DAMAGES
WE SHALL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE OR PROFITS ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE PROGRAM, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE PROGRAM SHALL IN NO EVENT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE BY US TO YOU UNDER THIS AGREEMENT.
Independent Contractors
You are an independent contractor and nothing in this agreement is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative or employment relationship with us.
Governing Law
This validity, construction, interpretation and legal effect of this Agreement shall be governed by the substantive laws and judicial decisions of the State of Georgia concerning contracts entered into and performed entirely within the State of Georgia, without regard to its conflicts of law provisions. You expressly disclaim, waive, relinquish and release any right, claim, or other entitlement it may have, in law or in equity, to have this Agreement construed, governed or adjudicated under or in accordance with the laws of any other sovereign state or nation other than the laws of the State of Georgia and the United States Of America, notwithstanding the performance of services related to this Agreement within the boundaries of such other sovereign state or nation.
Arbitration Of Disputes
The parties agree that all disputes, allegations of breach, and differences of whatsoever kind and nature related to or arising out of their performance, or alleged nonperformance, of this Agreement shall be submitted to binding arbitration in accordance with the Commercial Rules of the American Arbitration Association. It is the intention of the parties that all disputes, allegations of breach, and differences arising out of this Agreement be submitted to binding arbitration. The parties hereby agree that all arbitration proceedings shall be conducted in Atlanta, Georgia under the auspices of the Atlanta office of the American Arbitration Association. The arbitration shall be conducted before a panel of not less than three (3) arbitrators. CyberScrub and you shall each have the right to select one of the three arbitrators involved, and the two arbitrators so chosen shall select the third arbitrator. The parties hereby waive any and all objection to jurisdiction and venue, the right to have their disputes adjudicated in a court of competent jurisdiction in any nation of the world, and the right to a jury trial, where applicable.
Assignment: You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.
Waiver
Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
Free to Contract with Others
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 web site.
Independent Investigation
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.
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