|1) 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.
2) 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.
3) 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 or one dollar ($1.00), whichever is greater.
4) 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 SeoLinkRobot.com retains the right to terminate this Agreement immediately.
5) Spam: SeoLinkRobot.com has a zero tolerance policy for spam which is defined to mean any email advertising sent in bulk or in violation of any state or federal law. Any Affiliate accused of spamming will be immediately suspended while SeoLinkRobot.com, 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 SeoLinkRobot.com incures more than one thousand dollars ($1,000.00) in actual damages as a result of your spam, you agree to liquidated damages of twenty five thousand dollars ($25,000.00).
6) Miscellaneous: This Agreement will be governed by the laws of the United States of America and the UK, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the UK and you irrevocably consent to the jurisdiction of such courts. 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.
7) Payments: We shall pay 30% of gross revenues for sales of SEO Link Dominator, SEO Link Robot and SEO Fast Indexer referred by an affiliate. A commission will only be credited to an affiliate after the customer has made full payment to SeoLinkRobot.com and the presence of an affiliate cookie is detected. 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 current or 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 SeoLinkRobot.com in full for any such commissions.
Commissions shall be paid monthly by the Last day of each month (post sale) or the first working day following the Last day of the month if the day falls on a weekend or holiday.
8) 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.seolinkrobot.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 the Affiliate Network Description below. 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.
Additionally, you will not use any of xperttek trademark properties in your advertising campaigns including, Google Adwords, Yahoo Search Marketing, Microsoft AdCenter, any other PPC, CPM or CPA advertising programs, banner advertising campaigns or any other type of advertising campaigns besides on the websites you disclose with SeoLinkRobot.com. This includes the following trademarks: seolinkrobot.com, trafficmystic.com, SEO LINK ROBOT, SEO LINK DOMINATOR, SEO FAST INDEXER.
9) Tracking: SeoLinkRobot.com will be solely responsible for tracking sales using special software that communicates with the specially encoded URLs assigned to affiliates. SeoLinkRobot.com 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 SeoLinkRobot.com to track sales, affiliates hereby acknowledge and accept that the tracking system employed by SeoLinkRobot.com 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:
10) Relationships and Responsibilities: 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:
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.
11) Relationship of Parties: SeoLinkRobot.com and your company are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship 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.