1. Introduction
PSS is the sole and exclusive owner of all rights, title
and interest including all intellectual property rights in and to
the contents, logos, style, design, look and feel, tradenames and
trademarks, namely, Initforlife.com, MindFrames and Framicon, including
all current and future versions thereof.
PSS intends to sell and distribute assessments, reports and services
(Product) electronically using, in part, third party affiliates who
refer customers to Initforlife.com, where the Product will be offered
for sale.
If, in the
future, PSS sells any other goods or services through the Initforlife.com
website, such goods or services shall be included in the defined term
"Product," and this Agreement shall then also apply to such
goods or services.
2. Term
The term of this Agreement shall begin upon our receipt of your Affiliate
Application and shall end when terminated by you or us. 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 a commission on sales occurring during the term of
the Agreement.
3. Affiliate
Program Enrollment
To become a participant in the Initforlife.com Affiliate Program (the Program), you
must be at least 18 years of age and submit a completed Affiliate Application. Only one affiliate
may represent an organization or web site. When we receive the completed Application, we will
send you an email verifying your username, password and unique Affiliate Code. In order to
receive commission payments, you must also complete IRS Form W9 (US citizens or corporations)
or W8BEN (foreign citizens or corporations), found in the Affiliate Information Center.
4. Setting Up Links
Your Affiliate Code will link your referred visitors to the Initforlife.com site.
We will provide banner advertisements, links and text that you may display on your website,
if you have one, as long as you are an Affiliate. In using the links, you agree that you will
cooperate fully with us in order to establish and maintain these links. You shall display
these graphic images prominently throughout your website as you see fit. Links connecting
users of your website to Initforlife.com will in no way alter the look, feel or functionality
of Initforlife.com. We have the right, in our sole discretion, to monitor your website at
any time to determine if you are in compliance with the terms of this Agreement.
5. User
Registration
The first time a visitor registers on Initforlife.com using your link
or Affiliate Code, that person (user) will be permanently linked to
your Affiliate Code in our database. You will receive commissions
on all first-time and future purchases of that person as long as you
are an active Affiliate and as long as that person is a registered
user of Initforlife.com. We will take every precaution to ensure any
and all future sales from that user will be credited to you.
6. Customer
Defined
Individuals who purchase the Product through Initforlife.com
shall be deemed to be our customers and you shall refer all Product-related
questions, requests or queries to us.
7. Order Processing
All aspects of order processing and fulfillment, including customer service and
payment processing, will be our responsibility. We will track the amount of sales generated
by your referred users and will make this information available to you through our affiliate
program management system located in the Affiliate Information Center. To enable accurate
tracking, reporting, and commission accrual, you must ensure that you give people your correct
Affiliate Code and that the links between your website and our website are properly formatted.
8. Returns
The MindFrames reports and other services on Initforlife.com are virtual
commodities. They are consumed as they are used and therefore are
non-returnable, and purchases are non-refundable.
9. Commissions
We will pay you 25% commission for all purchases made by Initforlife.com
users who have registered on the Initforlife.com site using the link
from your website or Affiliate Code. The commission is based upon
the paid selling price of the purchased Product.
When you
refer an individual or organization to the Program and this
entity
signs up as an Affiliate, the new Affiliate becomes your sub-Affiliate.
You will receive 5% of the sales for all purchases made by
registered
users of the sub-Affiliate as long as you and your sub-Affiliate
remain active Affiliates of Initforlife.com.
The maximum allowable
commission per sale for an Affiliate is 25%. You may not
sign up as a sub-Affiliate under your own name or organization.
10. Payment
We will pay you your commission by check within 20 days following
the end of each month. We will pay you for the commission earned on
the products purchased during the preceding month. If the commissions
payable to you for any month total less than $50 (US), we will hold
the commissions until such time as your commissions earned equal at
least $50 (US).
Payments will
be made only after IRS Form W9 or W8BEN has been completed and returned
to us.
11. Termination
This Agreement shall automatically terminate if the Affiliate
has no sales during any 12 consecutive months. PSS will notify you
in writing of the termination of this Agreement. In such cases, PSS
will pay any unpaid commissions earned by the Affiliate up to that
date, regardless of the amount, by the 20th of the following month.
You or we may
also terminate this Agreement at any time, with or without cause,
by giving the other party written notice of termination. Upon the
termination of this Agreement for any reason, you will immediately
stop use of, and remove from your website, all links and information
and all materials licensed or created by us and/or provided on behalf
of us.
12. No
Spam
You agree that you will not use spam in promoting Initforlife.com.
Using spam will result in the immediate termination of your account,
and all commissions due to you will be forfeited. You will also be
subject to legal action, and be held liable for any financial loss
incurred by the Initforlife.com site. Any service interruptions to
Initforlife.com as a result of your spamming will be billed to you
at $200 (US) per hour until service is restored.
Spam is defined
as emailing anyone about Initforlife.com, in bulk or by single mailing,
who has not specifically requested the information directly from you.
The only exceptions to this are mailing to appropriate opt-in mailing
lists where the source does the mailing on your behalf; and including
information on Initforlife.com in email acknowledgement messages for
orders and inquiries that you receive, as long as it is stated upfront
that you will be sending them an acknowledgement.
We also consider
any type of advertisement about Initforlife.com posted to a newsgroup
or chat room or in a chain letter to be spam.
13. Non-Exclusive
Limited License and Use of Initforlife.com Logos and Trademarks
We
grant you a non-transferable, non-exclusive, revocable license to
access our website through links established solely as set forth under
the terms of this Agreement and to use our logos, tradenames, trademarks,
service marks and similar identifying material, solely for the purpose
of selling products on your website. PSS must pre-approve any changes
to the banner ads, text, links or other materials. You may only use
the banner ads, text, links or other materials if you are a member
in good standing of the Affiliate Program. You may not use any provided
materials for purposes other than selling our products. We reserve
all of our rights in the banner ads, text, links and other materials
and all other intellectual property rights. You acknowledge that,
except for the license expressly granted in this Agreement, you have
not acquired and shall not acquire any right, interest or title to
the banner ads, text, links or the other materials by reason of this
Agreement or through the exercise of any rights in the banner ads,
text, links or the other materials granted to you under this Agreement.
This license shall expire upon the effective date of the termination
of this Agreement.
14. Obligations
Regarding Your Website
You are solely responsible for the technical operation of your website
and all related equipment; the cost and expense related to operating
your site; creating and posting product descriptions on your website
and linking those descriptions to our site; the accuracy and appropriateness
of materials posted on your website; for ensuring that materials posted
on your website do not violate or infringe upon the rights of any
third party (including, for example, copyrights, trademarks, privacy
or other personal or proprietary rights); and for ensuring that materials
posted on your website are not libelous or otherwise illegal.
You agree that
your website will not, in any way, copy or resemble the look and feel
of our website nor will you create the impression that your website
is our website or is a part of our website. You also agree that your
website will not contain any content of our website or any materials
which are proprietary to Initforlife.com, except with our prior permission;
or materials obtained by you via the Initforlife.com Affiliate Information
Center. You further agree that your domain name does not and will
not contain the words "initforlife," and/or "Initforlife.com"
or any variation, such as "in it for life.”
You will not
display Initforlife.com prices on your website.
You are solely
responsible for all materials that appear on your site, and you shall
strictly adhere to all applicable laws and regulations in conducting
your business and more specifically in marketing and advertising the
Product. Without restricting the generality of the foregoing, you
shall not display on your website any material that may be considered
to be harassing, libelous, defamatory, legally obscene or pornographic,
threatening, abusive or hateful. Display of such materials will result
in the immediate termination of your account and all commissions due
to you will be forfeited.
You will not
use any predatory advertising methods designed to generate traffic
from other websites. Predatory advertising is defined as any method
that creates or overlays links or banners on websites, spawns browser
windows, or any method invented to generate traffic from a website
without that website owner's, knowledge, permission, and participation.
Predatory advertising will result in the immediate termination of
your account and all commissions due to you will be forfeited.
15. 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 Affiliate 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 Affiliate Program will
not exceed the total commissions paid or payable to you under this
Agreement.
16.Relationship
of Parties
You and PSS are independent contractors, and nothing in this Agreement
will create any partnership, joint venture, agency, franchise, sales
representative, or employment relationship between us. You will have
no authority to make or accept any offers or representations on our
behalf or make any statement, whether on your website or otherwise,
that reasonably would contradict anything in this paragraph.
You shall be
responsible for all taxes and other similar levies applicable to the
commission pursuant to any law or regulation. You shall report your
commissions to your taxation authorities as required by law.
17. Disclaimers
We make no express or implied warranties or representations with respect
to the Affiliate Program or any products or other items sold through
the Affiliate Program, including without limitation warranties of
fitness, merchantability, non-infringement, or any implied warranties
arising out of a course of performance, dealing, or trade usage. In
addition, we make no representation that the operation of our website
will be uninterrupted or error-free, and will not be liable for the
consequences of any interruptions or errors.
18. Independent
Investigation
You acknowledge that you have read this Agreement, have had an opportunity
to consult with your own legal advisors if you so desired, and agree
to all its terms and conditions. You understand that we may at any
time, directly or indirectly, solicit customer sales on terms that
may differ from those contained in this Agreement or operate websites
that are similar to or competitive with your website. You have independently
evaluated the desirability of participating in the Affiliate Program
and are not relying on any representation, guarantee, or statement
other than as set forth in this Agreement.
19. Entire
Agreement
This Agreement is the entire agreement between us with respect to
the Initforlife.com Affiliate Program, and no statement or inducement
with respect to the Program which is not contained in this Agreement
shall be valid or binding between us.
20. Severability
If any provision, term, condition, covenant, restriction or other
portion of this Agreement shall be held to be invalid, illegal or
unenforceable by any court of competent jurisdiction, the remaining
portion shall remain in force and effect.
21. Modifications
PSS may modify this Agreement as needed at any time and in
our sole discretion, and you agree that any such amendment will apply
to you. We will email you when changes are made and post the new Agreement
on the Initforlife.com website. If any modification is unacceptable
to you, your only recourse is to terminate this Agreement. The continuation
of Affiliate status or your acceptance of payments will constitute
your binding acceptance of any and all modifications.
22. Miscellaneous
This Agreement will be governed by the laws of the United States and
the Commonwealth of Virginia, without reference to rules governing
choice of laws. Any action relating to this Agreement, or arising
out of any matter pertaining to this Agreement must be brought before
the federal or state courts located in Newport News, Virginia, 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 the 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.
