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 Infomart 2000 retains the right to terminate this Agreement immediately.
5) Spam: Infomart 2000 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 Infomart 2000, 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 Infomart 2000 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 State of Florida, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Clearwater, Florida 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) 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.3dcart.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 infomart 2000's 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 Infomart 2000. This includes the following trademarks: 3dcart, 3d cart, 3dcart.com, 3dcarts, infomart2000, infomart 2000, 3d-cart.
8) Tracking: Infomart 2000 will be solely responsible for tracking sales using special software that communicates with the specially encoded URLs assigned to affiliates. Infomart 2000 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 Infomart 2000 to track sales, affiliates hereby acknowledge and accept that the tracking system employed by Infomart 2000 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:
* Failure by the affiliate to use the proper format of the specially assigned URL in promotions, web page links, banner ads, and so on deliberate or accidental actions by customers to circumvent an affiliate's special URL so that our software is unable to accurately track that sale.
* Bugs, glitches or crashes of the tracking software that render it unable to accurately track sales for a period of time.
* Acts of nature that cause irretrievable data loss on the computers and back-up disk media.
* Customer who have browser cookies disabled or delete them on a regularly.
9) Commission:
Affiliates can earn commission for valid sales and valid leads referred to our site from the tracking links provided by the network. A "Valid Lead" must contain the following:
a) Must include real information such as real name and email or phone number. A lead that cannot be reached will be deemed invalid.
b) Lead must have filled out the form knowingly that they are signing up for trial of a software. If the customer filling out the lead form has no idea why Infomart2000 or 3DCart is contacting them to followup their form submission, the lead will be considered invalid, and no commission will be earned.
10) Relationship of Parties: Infomart 2000 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.
We may terminate this Agreement at any time if we decide, in our sole discretion, that your web site is not suitable for the Program for any reason, including, but not limited to, the use of unlawful content.
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.
