PLEASE READ THE ENTIRE AGREEMENT.
YOU MAY PRINT THIS PAGE OUT FOR YOUR RECORDS.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND THE Government-Records. BY ADVERTISING Government-Records YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
1. Overview
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate of Government-Records Affiliate Program. The purpose of this Agreement is to allow linking between your web site or advertisements and Government-Records's web site. Please note that throughout this Agreement, "we," "us," and "our" will mean Government-Records, and "you," "your," and "yours" will mean the affiliate.
2. Affiliate Obligations
2.1. We may reject your enrollment into our affiliate program at our sole discretion.
2.2. As a member of the Government-Records Affiliate Program, you will have access to the Government-Records Affiliate Management Center. At this site you will be able to download HTML code (that provides for links to web pages within the Government-Records web site). Graphics ("Links") that we have made available for use in your web site ("Site") will always be available and can be accessed from your own personal affiliate account page. You are only allowed to link to those specific web pages that we designate in the HTML code. Plus, in order for us to accurately keep track of guest visits from your site to ours, you must use the HTML code that we provide.
2.3. You agree to fully cooperate with us in order to establish and maintain any links between the Government-Records site and your site. You also agree that those graphic images that you display pertaining to Government-Records, for use a3. Government-Records Rights and Obligations
3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement and to notify you of any changes to your site that we feel should be made or to make sure that your links to our web site are appropriate and to notify you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Government-Records Affiliate Program.
3.2. Government-Records reserves the right to terminate this Agreement and your participation in the Government-Records Affiliate Program immediately and without notice to you should you commit fraud in your use of the Government-Records Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, the Government-Records shall not be liable to you for any Referral Fees for such fraudulent referrals.
3.3. End users who register with Erro
4. Termination
Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
5. Modification
We may modify any of the terms and conditions in this Agreement, at any time in our sole discretion. In such event you will be notified by email and a change notice will be posted at your Affiliate Management Center. Modifications may include, but are not limited to, changes in the payment procedures, and the Government-Records Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in the Government-Records Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
6. Affiliate Fees
For every new end user who enters the Government-Records web site through your Links from your Site or advertisement and purchases merchandise from Government-Records (a "Qualified Buyer"), Government-Records will pay you a fee of either 75% (seventy-five percent) to 95% (ninety-five percent) of the order (after processing fees), depending on whether the affiliate is deemed a "Basic Affiliate" or a "Super Affiliate". There are two different commission types with the Government-Records Affiliate Program.
(a) The "Basic" Affiliate.
This is for the web-site that places the Government-Records Banner Ad or a Text Link to the Government-Records site and sells under 100 product keys a month. For this, the commission rate is 75%. All affiliates will be considered "Basic" affiliates until deemed otherwise by us.
(b) The "Super" Affiliate.
This is the web-site that makes extra effort to promote the Government-Records web-site and products. This means having multiple linkage points using banner ads and/or7. Refunds
Occasionally, a customer makes an error on his/her order and orders the wrong quantity or wrong product. If a refund is made back to the customer, the commission is voided as well.
8. Payment
You will receive your commission payment every 2 weeks by Clickbank (third party company), assuming your commissions total is over $25.00. If not, that amount in your account will be carried forward and you will be payed at the next payment period, once your account exceeds $25.00.
9. Promotion Restrictions
You are welcome to promote your own web sites, but naturally any promotion that mentions the Government-Records web site, could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by Government-Records. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our brand name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name or your return email address. You may use mailings to customers to promote the Government-Records web site so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may pos11. Grant of Licenses
11.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you for such purpose. You may not alter, modify or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of the Government-Records Affiliate Program. All uses of Licensed Materials by you shall be subject to the Government-Records trademark usage guidelines as will be provided to you from time to time. You agree that all uses of the Licensed Materials will be on behalf of Government-Records and the good will associated therewith will inure to the sole benefit of Government-Records.
11.2. You grant to us a non-exclusive right to utilize your names, 12. Disclaimer
Government-Records MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE Government-Records SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF THE Government-Records ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. 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.
13. Representations and Warranties: You represent and warrant that:
13.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
13.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
13.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
14. Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL THE Government-Records CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
15. Indemnification
You agree to indemnify and hold harmless Government-Records and its employees, representatives, agents and affiliates, against any and all claims, suits, actions, or other proceedings brought against Government-Records based on or arising from any claim (i) that our use of any material provided by you infringes on any copyright, patent, trademark, trade secret or any other intellectual property right of any third party, or (ii) resulting from your breach of this Agreement or resulting from your breach of any third party intellectual property right or misappropriation of any material, or resulting from any of your defamatory, libelous act or resulting from your violation of any third party right of publicity or privacy. You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by Government-Records in connection with or arising from any such claim, suit, action, or proceeding.
16. Confidentiality
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential", will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
17. Miscellaneous
17.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Government-Records. 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 any other of Your Site or otherwise, that reasonably would contradict anything in this Section.
17.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
17.3. This Agreement shall be governed by and interpreted in accordance with the laws of the province of Ontario without regard to the conflicts of laws and principles thereof.
17.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
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